§ 17-19-825 — Committees of the board; other informal committees

(a) Unless prohibited or limited by the articles or
bylaws, a board of directors may create one (1) or more
committees of the board and shall only appoint members of the
board to serve on them. Each committee shall have two (2) or
more directors, who serve at the pleasure of the board.
(b) The creation of a committee and appointment of members
to it shall be approved by the greater of:
(i) A majority of all the directors in office when
the action is taken; or
(ii) The number of directors required by the articles
or bylaws to take action under W.S. 17-19-824.
(c) W.S. 17-19-820 through 17-19-824, which govern
meetings, action without meetings, notice and waiver of notice,
and quorum and voting requirements of the board, apply to
committees of the board and their members as well.
(d) To the extent specified by the board of directors or
in the articles or bylaws, each committee of the board may
exercise the board's authority under W.S. 17-19-801.
(e) A committee of the board shall not, however:
(i) Authorize distributions;
(ii) Approve or recommend to members dissolution,
merger, consolidation or the sale, pledge or transfer of all or
substantially all of the corporation's assets;
(iii) Elect, appoint or remove directors or fill
vacancies on the board or on any of its committees; or
(iv) Adopt, amend or repeal the articles or bylaws.
(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 W.S.