§ 3-1-13.8. Director committees.

(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.

Amended by Chapter 378, 2010 General Session