§ 10-33-44 — Board committees

1. A resolution approved by the affirmative vote of a majority of the directors currently
holding office may establish committees having the authority of the board in the
management of the activities of the corporation to the extent provided in the resolution.
Committees may include a special litigation committee consisting of one or more
independent directors or other independent persons to consider legal rights or
remedies of the corporation and whether those rights or remedies should be pursued.
Committees other than special litigation committees are subject at all times to the
direction and control of the board.

2. Committee members must be individuals. Unless the articles or bylaws provide for a
different membership or manner of appointment, a committee must consist of one or
more persons, who need not be directors, appointed by the affirmative vote of a
majority of the directors present.
3. Sections 10-33-39 through 10-33-43 apply to committees and members of committees
to the same extent as those sections apply to the board and directors.
4. Minutes, if any, of committee meetings must be made available upon request to
members of the committee and to any director.
5. The establishment of, delegation of authority to, and action by a committee does not
alone constitute compliance by a director with the standard of conduct set forth in
section 10-33-45.
6. Committee members are deemed to be directors for purposes of sections 10-33-45,
10-33-46, and 10-33-84.
7. Unless otherwise provided in the articles, the bylaws, or the resolution of the board
establishing the committee, a committee may create one or more subcommittees,
each consisting of one or more members of the committee, and may delegate to a
subcommittee any or all of the authority of the committee. In this chapter, unless the
language or context clearly indicates that a different meaning is intended:
a. Any reference to a committee is deemed to include a subcommittee; and
b. Any reference to a committee member is deemed to include any reference to a
subcommittee member.
10-33-45. Standard of conduct for directors.
1. A director shall discharge the duties of the position of director in good faith, in a
manner the director reasonably believes to be in the best interests of the corporation,
and with the care an ordinarily prudent person in a like position would exercise under
similar circumstances. A person who so performs those duties is not liable by reason
of being or having been a director of the corporation.
2. A director is entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, in each case prepared or presented by:
a. One or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented;
b. Counsel, public accountants, or other persons as to matters that the director
reasonably believes are within the person's professional or expert competence;
or
c. A committee of the board upon which the director does not serve, duly
established in accordance with section 10-33-44 as to matters within its
designated authority, if the director reasonably believes the committee to merit
confidence.
3. Subsection 2 does not apply to a director who has knowledge concerning the matter in
question that makes the reliance otherwise permitted by subsection 2 unwarranted.
4. A director who is present at a meeting of the board when an action is approved by the
affirmative vote of a majority of the directors present is presumed to have assented to
the action approved, unless the director:
a. Objects at the beginning of the meeting to the transaction of business because
the meeting is not lawfully called or convened and does not participate in the
meeting, in which case the director may not be considered to be present at the
meeting for any purpose of this chapter;
b. Votes against the action at the meeting; or
c. Is prohibited from voting on the action:
(1) By the articles;
(2) By the bylaws;
(3) As the result of the decision to approve, ratify, or authorize a transaction
pursuant to section 10-33-46; or
(4) By a conflict of interest policy adopted by the board.

5. A director, regardless of how identified, is not considered to be a trustee with respect
to the corporation or with respect to property held or administered by the corporation,
including without limit, property that may be subject to restrictions imposed by the
donor or transferor of the property.