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Unless the charter or bylaws provide otherwise, a board of directors may create one (1) or more committees of the board. A committee may consist of one (1) natural person. Except as provided in § 48-58-703, members of committees of the board of directors may be members of the board of directors or other natural persons, and they shall serve at the pleasure of the board of directors.
The creation of a committee and appointment of members to it must be approved by the greater of:
A majority of all the directors in office when the action is taken; or
The number of directors required by the charter or bylaws to take action under § 48-58-205.
Sections 48-58-201 — 48-58-205, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.
To the extent specified by the board of directors or in the charter or bylaws, each committee of the board may exercise the board's authority under § 48-58-101.
A committee may not, however:
Authorize distributions;
Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets;
Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or
Adopt, amend or repeal the charter or bylaws.
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 § 48-58-301.
The board of directors may appoint one (1) or more directors as alternate members of any committee to replace any absent or disqualified committee member during the member's absence or disqualification.
The corporation may create or authorize the creation of one (1) or more advisory committees whose members need not be directors. An advisory committee is not a committee of the board and may not exercise any of the powers of the board.