13.1-689 - Committees.
§ 13.1-689. Committees.
A. Unless the articles of incorporation or bylaws provide otherwise, a boardof directors may create one or more committees and appoint members of theboard of directors to serve on them. Each committee shall have two or moremembers, who serve at the pleasure of the board of directors.
B. The creation of a committee and appointment of members to it shall beapproved by the greater number of (i) a majority of all the directors inoffice when the action is taken, or (ii) the number of directors required bythe articles of incorporation or bylaws to take action under § 13.1-688.
C. Sections 13.1-684 through 13.1-688, which govern meetings, action withoutmeetings, notice and waiver of notice, and quorum and voting requirements ofthe board of directors, apply to committees and their members as well.
D. To the extent specified by the board of directors or in the articles ofincorporation or bylaws, each committee may exercise the authority of theboard of directors under § 13.1-673, except that a committee may not:
1. Approve or recommend to shareholders action that this chapter requires tobe approved by shareholders;
2. Fill vacancies on the board or on any of its committees;
3. Amend articles of incorporation pursuant to § 13.1-706;
4. Adopt, amend, or repeal the bylaws;
5. Approve a plan of merger not requiring shareholder approval;
6. Authorize or approve a distribution, except according to a general formulaor method prescribed by the board of directors; or
7. Authorize or approve the issuance or sale or contract for sale of shares,or determine the designation and rights, preferences, and limitations of aclass or series of shares, except that the board of directors may (i)authorize a committee to do so subject to such limits, if any, as may beprescribed by the board of directors, and (ii) authorize a senior executiveofficer of the corporation to do so subject to such limits, if any, as may beprescribed by the board of directors or by subsection C of § 13.1-646.
E. The creation of, delegation of authority to, or action by a committee doesnot alone constitute compliance by a director with the standards of conductdescribed in § 13.1-690.
F. The board of directors may appoint one or more directors as alternatemembers of any committee to replace any absent or disqualified member duringthe member's absence or disqualification. Unless the articles ofincorporation or the bylaws or the resolution creating the committee provideotherwise, in the event of the absence or disqualification of a member of acommittee, the member or members present at any meeting and not disqualifiedfrom voting, unanimously may appoint another director to act in place of theabsent or disqualified member.
(Code 1950, § 13.1-40; 1956, c. 428; 1975, c. 500; 1980, c. 341; 1985, c.522; 2005, c. 765; 2010, c. 782.)