Director committees.

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  • (1)
    • (a) Unless otherwise provided by the articles of incorporation or bylaws, a board of directors may create one or more committees and appoint members of the board of directors to serve on them.
    • (b) Each committee shall have two or more members who serve at the discretion of the board of directors.
  • (2) The creation of a committee and appointment of members to it shall be approved by the greater of:
    • (a) a majority of all the directors in office when the action is taken; or
    • (b) the number of directors required by the articles of incorporation or bylaws to take action under Section 3-1-13.6.
  • (3) Sections 3-1-13.2 and 3-1-13.6 shall apply to committees and their members.
  • (4) The board of directors, the articles of incorporation, or the bylaws may provide the scope of the authority that each committee may exercise.
  • (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 3-1-13.3.




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