§ 712 — Executive committee and other committees

§ 712. Executive committee and other committees.\n (a) The certificate of incorporation, the by-laws, or the board may\ncreate committees of the board, each consisting of three or more\ndirectors. The board shall appoint the members of such committee of the\nboard, except that in the case of any executive committee or similar\ncommittee however denominated, the appointment shall be made by a\nmajority of the entire board, provided that in the case of a board of\nthirty members or more, the appointment shall be made by at least\nthree-quarters of the directors present at the time of the vote, if a\nquorum is present at that time. In addition, the by-laws may provide\nthat directors who are the holders of certain positions in the\ncorporation shall be ex-officio members of specific committees. Each\nsuch committee shall have the authority of the board to the extent\nprovided in a board resolution or in the certificate of incorporation or\nby-laws, except that no committee of any kind shall have authority as to\nthe following matters:\n (1) The submission to members of any action requiring members'\napproval under this chapter.\n (2) The filling of vacancies in the board of directors or in any\ncommittee.\n (3) The fixing of compensation of the directors for serving on the\nboard or on any committee.\n (4) The amendment or repeal of the by-laws or the adoption of new\nby-laws.\n (5) The amendment or repeal of any resolution of the board which by\nits terms shall not be so amendable or repealable.\n (6) The election or removal of officers and directors.\n (7) The approval of a merger or plan of dissolution.\n (8) The adoption of a resolution recommending to the members action on\nthe sale, lease, exchange or other disposition of all or substantially\nall the assets of a corporation or, if there are no members entitled to\nvote, the authorization of such transaction.\n (9) The approval of amendments to the certificate of incorporation.\n (b) The board may designate one or more directors as alternate members\nof any committee, who may replace any absent member or members at any\nmeeting of such committee.\n (d) Each committee of the board shall serve at the pleasure of the\nboard. The designation of any such committee and the delegation thereto\nof authority shall not alone relieve any director of his duty to the\ncorporation under section 717 (Duty of directors and officers).\n (e) Committees, other than committees of the board, whether created by\nthe board or by the members, shall be committees of the corporation. No\nsuch committee shall have the authority to bind the board. Members of\nsuch committees of the corporation, who may be non-directors, shall be\nelected or appointed in the manner set forth in the by-laws, or if not\nset forth in the by-laws, in the same manner as officers of the\ncorporation.\n