§ 398-c. Executive committee and other committees.
1.If the\norganization certificate or the by-laws so provide, the board of\ndirectors, by resolution adopted by a majority of the entire board, may\ndesignate from among its members an executive committee consisting of at\nleast five directors and other committees each consisting of two or more\ndirectors, officers or other persons, not including alternate members,\nbut not less than may otherwise be required by this chapter nor\ndiffering in composition from any requirement of this chapter, and each\nof which, shall have such authority as may be provided in the resolution\nor in the organization certificate or by-laws or under this chapter,\nexcept that no such committee shall have authority as to the following\nmatters:\n (a) The sub
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§ 398-c. Executive committee and other committees. 1. If the\norganization certificate or the by-laws so provide, the board of\ndirectors, by resolution adopted by a majority of the entire board, may\ndesignate from among its members an executive committee consisting of at\nleast five directors and other committees each consisting of two or more\ndirectors, officers or other persons, not including alternate members,\nbut not less than may otherwise be required by this chapter nor\ndiffering in composition from any requirement of this chapter, and each\nof which, shall have such authority as may be provided in the resolution\nor in the organization certificate or by-laws or under this chapter,\nexcept that no such committee shall have authority as to the following\nmatters:\n (a) The submission to shareholders of any action that needs\nshareholders' authorization under this chapter;\n (b) The filling of vacancies in the board of directors or in any such\ncommittee;\n (c) The fixing of compensation of the directors for serving on the\nboard or on any committee;\n (d) The amendment or repeal of the by-laws, or the adoption of new\nby-laws;\n (e) The amendment or repeal of any resolution of the board which by\nits terms shall not be so amendable or repealable;\n (f) The taking of action which is expressly required by any provision\nof this chapter to be taken at a meeting of the board or by a specified\nproportion of the directors.\n 2. Each such committee shall serve at the pleasure of the board. The\ndesignation or appointment of, or making of provision for, any such\ncommittee and the delegation thereto of authority shall not alone\nrelieve any director of his duty to the association under any provision\nof this chapter.\n 3. Minutes shall be kept of each meeting of each such committee and\nrecords shall be kept of all action taken in exercise of the authority\nor in performance of the function of each such committee. Such minutes\nand records shall be submitted to the board of directors and shall be\nfiled with the records of the association.\n