(1) Except as otherwise provided in the bylaws and subject to the provisions of section 7-109-106, the board of directors may create one or more committees and appoint one or more members of the board of directors to serve on them.
The creation of a committee and appointment of members to it shall be approved bythe greater of a majority of all the directors in office when the action is taken or the number of directors required by the bylaws to take action under section 7-108-205.
Sections 7-108-201 to 7-108-205, which govern meetings, action without meeting,notice, waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.
To the extent stated in the bylaws or by the board of directors, each committee shallhave the authority of the board of directors under section 7-108-101; except that a committee shall not:
Authorize distributions;
Approve or propose to shareholders action that articles 101 to 117 of this title requireto be approved by shareholders;
Fill vacancies on the board of directors or on any of its committees;
Amend articles of incorporation pursuant to section 7-110-102;
Adopt, amend, or repeal bylaws;
Approve a plan of conversion or plan of merger not requiring shareholder approval;
Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or
Authorize or approve the issuance or sale of shares, or a contract for the sale ofshares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares; except that the board of directors may authorize a committee or an officer to do so within limits specifically prescribed by the board of directors.
(5) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 7-108401.
Source: L. 93: Entire article added, p. 784, § 1, effective July 1, 1994. L. 96: IP(4) amended, p. 1318, § 23, effective June 1. L. 2003: IP(4) amended, p. 2320, § 243, effective July 1, 2004. L. 2007: (4)(f) amended, p. 245, § 42, effective May 29.