(a) Unless this Chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any such committee.
(b) Unless this Chapter provides otherwise, the creation of a committee and appointment of members to it must be approved by the greater of:
(1) A majority of all the directors in office when the action is taken; or
(2) The number of directors required by the articles of incorporation or bylaws to take action under G.S. 55-8-24.
(b1) The creation and appointment of a committee pursuant to G.S. 55-7-44(b)(2) may be approved in the manner set forth in G.S. 55-7-44(b)(2).
(c) G.S. 55-8-20 through G.S. 55-8-24 apply both to committees of the board of directors and to their members.
(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under G.S. 55-8-01.
(e) A committee shall not, however, do any of the following:
(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 shareholders action that this act requires be approved by shareholders.
(3) Fill vacancies on the board of directors or on any of its committees.
(4) Amend articles of incorporation pursuant to G.S. 55-10-02.
(5) Adopt, amend, or repeal bylaws.
(6) Approve a plan of merger not requiring shareholder approval.
(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 G.S. 55-8-30. (1955, c. 1371, s. 1; 1969, c. 751, s. 13; 1973, c. 1087, ss. 1, 2; 1989, c. 265, s. 1; 2005-268, s. 10; 2007-385, s. 1.)
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Last modified: March 23, 2014