§ 4-26-808 - Executive committee.
4-26-808. Executive committee.
(a) The articles of incorporation or bylaws may provide for the creation, by the board of directors from its membership, of an executive committee, to consist of not less than three (3) directors. To the extent specified by the board of directors or in the articles of incorporation or bylaws, the executive committee may exercise the authority of the board of directors under 4-26-801. The executive committee may not, however:
(1) Authorize distributions;
(2) Approve or propose to shareholders any action that this chapter requires to be approved by shareholders;
(3) Fill vacancies on the board of directors or on any of its committees;
(4) Amend the articles of incorporation;
(5) Adopt, amend, or repeal bylaws;
(6) Approve a plan of merger not requiring shareholder approval;
(7) Authorize or approve the reacquisition of shares, except according to a formula or method prescribed by the board of directors; or
(8) Authorize or approve the issuance, sale, or contract for sale of shares or determine the designation and relative rights, preferences, and limitations of a class or series of shares. However, the board of directors may authorize a committee or a senior executive officer of the corporation to do so within the limits specifically prescribed by the board of directors.
(b) The executive committee shall serve at the pleasure of the board of directors and shall act only in the intervals between the meetings of the board of directors and shall be subject to the control and direction of the board.
(c) Unless otherwise provided in the articles of incorporation or bylaws, the executive committee may act by a majority of its members at a meeting or informally without a meeting provided all members sign a writing reflecting such informal action.
(d) An act or authorization of an act by the executive committee with the authority lawfully delegated to it shall be as effective for all purposes as the act or authorization of the directors; however, the designation of the committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon it or him by law.