(a) Unless this chapter, the certificate of incorporation, or the bylaws provide otherwise, a board of directors may establish one or more board committees composed exclusively of one or more directors to perform functions of the board of directors.
(b) The establishment of a board 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 certificate of incorporation or bylaws to take action under Section 10A-2A-8.24, unless, in either case, this chapter or the certificate of incorporation provides otherwise.
(c) Section 10A-2A-8.20 through Section 10A-2A-8.24 apply to board committees and their members.
(d) A board committee may exercise the powers of the board of directors under Section 10A-2A-8.01, to the extent specified by the board of directors or in the certificate of incorporation or bylaws, except that a board committee may not:
(1) authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors;
(2) approve or propose to stockholders action that this chapter requires be approved by stockholders;
(3) fill vacancies on the board of directors or, subject to subsection (e), on any board committees; or
(4) adopt, amend, or repeal bylaws or amend or restate the certificate of incorporation.
(e) The board of directors may appoint one or more directors as alternate members of any board committee to replace any absent or disqualified member during the member's absence or disqualification. If the certificate of incorporation, the bylaws, or the resolution creating the board committee so provide, the member or members present at any board committee meeting and not disqualified from voting may, by unanimous action, appoint another director to act in place of an absent or disqualified member during that member's absence or disqualification.
Last modified: May 3, 2021