355.406. Committees of the board. - Missouri Statutes

Committees of the board.

355.406. 1. Unless prohibited or limited by the articlesor bylaws, a board of directors may create one or more committeesof the board and appoint members of the board to serve on them.Each committee shall have two or more directors, who serve at thepleasure of the board.

2. The creation of a committee and appointment of membersto it must be approved by the greater of:

(1) A majority of all the directors in office when theaction is taken; or

(2) The number of directors required by the articles orbylaws to take action under section 355.401.

3. Sections 355.376 to 355.401, which govern meetings,action without meetings, notice and waiver of notice, and quorumand voting requirements of the board, apply to committees of theboard and committee members as well.

4. To the extent specified by the board of directors or inthe articles or bylaws, each committee of the board may exercisethe board's authority under section 355.316.

5. A committee of the board may not:

(1) Authorize distributions to members, directors, officers,agents or employees except in exchange for value received;

(2) Approve or recommend to members dissolution, merger orthe sale, pledge or transfer of all or substantially all of thecorporation's assets;

(3) Unless otherwise stated in the bylaws or articles ofincorporation, elect, appoint or remove directors or fillvacancies on the board or on any of its committees; or

(4) Adopt, amend or repeal the articles or bylaws.

(L. 1994 H.B. 1095)

Effective 7-1-95