§ 28-13-10-6 — Committees; approval of creation and appointment; applicability of chapter; powers and duties; compliance with standards of conduct for directors

(a) Unless the articles of incorporation or
bylaws provide otherwise, a board of directors may create at least one
(1) committee and appoint members of the board of directors to serve
on the committees. Each committee may have at least one (1) member,
who serves at the pleasure of the board of directors.
(b) The creation of a committee and appointment of members to the
committee must be approved by the greater of:
(1) a majority of all the directors in office when the action is
taken; or
(2) the number of directors required by the articles of
incorporation or bylaws to take action under section 5 of this
chapter.
(c) Sections 1 through 5 of this chapter, which govern meetings,
action without meetings, notice and waiver of notice, and quorum and
voting requirements of the board of directors, apply to committees and
the members of committees as well.
(d) To the extent specified by the board of directors or in the articles
of incorporation or bylaws, each committee may exercise the authority
of the board of directors under IC 28-13-9-1.
(e) A committee may not do any of the following:
(1) Authorize distributions. However, a committee or an executive
officer of the corporation designated by the board of directors may
authorize or approve a reacquisition of shares or other distribution
if done according to a formula or method or within a range
prescribed by the board of directors.
(2) Approve or propose to shareholders action that this article
requires to be approved by shareholders.
(3) Fill vacancies on the board of directors or on any of the board
of directors' committees.
(4) Except to the extent permitted by subdivision (7), amend
articles of incorporation under IC 28-13-14-2.
(5) Adopt, amend, or repeal bylaws.
(6) Approve a plan of merger not requiring shareholder approval.
(7) Authorize or approve the issuance or sale or a contract for sale
of shares, or determine the designation and relative rights,
preferences, and limitations of a class or series of shares.
However, the board of directors may authorize a committee or an
executive officer of the corporation designated by the board of
directors to take the action described in this subdivision within
limits prescribed by the board of directors.
(f) 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 IC 28-13-11-1.

Legislative History

As added by P.L.14-1992, SEC.163.