§ 46-8-48 - Creation of executive committee and other committees; powers of committees; designation of alternate members of committees; committee action by majority vote - Georgia Statutes

O.C.G.A. 46-8-48 (2010)
46-8-48. Creation of executive committee and other committees; powers of committees; designation of alternate members of committees; committee action by majority vote

(a) If the charter or the bylaws of a railroad company incorporated under the laws of this state so provide, the board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees, each consisting of three or more directors, and each of which, to the extent provided in such resolution or in the charter or the bylaws of the corporation, shall have and may exercise all the authority of the board of directors, provided that no such committee shall have the authority of the board of directors in reference to:

(1) Amending the charter or the bylaws of the corporation;

(2) Adopting a plan of merger or consolidation;

(3) The sale, lease, exchange, or other disposition of all or substantially all the property and assets of the corporation; or

(4) A voluntary dissolution of the corporation or a revocation thereof.

(b) The board, by resolution adopted in accordance with subsection (a) of this Code section, may designate one or more directors as alternate members of any such committee, which director may act in place of any absent member at any meeting of such committee.

(c) Unless otherwise provided in the charter or the bylaws, or unless otherwise ordered by the board of directors, any such committee shall act by a majority of its members.

(d) The designation of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors or any member thereof of any responsibility imposed by law.