§ 7-6-26 — § 7-6-26. Committees.

§ 7-6-26. Committees.

(a) The board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of two (2) or more directors. These committees, to the extent provided in the resolution, in the articles of incorporation, or in the bylaws of the corporation, have and exercise all the authority of the board of directors, except that no committee has the authority of the board of directors in reference to:

(1) Amending, altering, or repealing the bylaws;

(2) Electing, appointing, or removing any member of any committee or any director or officer of the corporation;

(3) Amending the articles of incorporation, restating articles of incorporation, adopting a plan of merger, or adopting a plan of consolidation with another corporation;

(4) Authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation;

(5) Authorizing the voluntary dissolution of the corporation or revoking proceedings for voluntary dissolution; adopting a plan for the distribution of the assets of the corporation; or

(6) Amending, altering, or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by the committee.

(b) The designation and appointment of any committee and the delegation to it of authority does not operate to relieve the board of directors, or any individual director of any responsibility imposed upon it or him or her by law.

Legislative History

P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.