Unless otherwise restricted or limited by the articles of incorporation or the bylaws, the board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution or in the articles of incorporation or the bylaws of the corporation, have and may exercise all the authority of the board of directors, but no committee has the authority of the board of directors in reference to amending the articles of incorporation, adopting a plan of merger, recommending to the shareholders the sale, lease, exchange, or other disposition of all or substantially all the property and assets of the corporation other than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution or revocation of the corporation, or amending the bylaws of the corporation. The designation of any committee and the delegation to the committee of authority does not operate to relieve the board of directors, or any member of the board, of any responsibility imposed by law.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.