§ 55A-8-25. Committees of the board. - North Carolina Statutes

§55A‑8‑25.  Committees of the board.

(a)        Unless the articlesof incorporation or bylaws provide otherwise, a board of directors may createone or more committees of the board and appoint members of the board to serveon them.  Each committee shall have two or more members, who serve at thepleasure of the board.

(b)        The creation of acommittee and appointment of members to it shall be approved by the greater of:

(1)        A majority of allthe directors in office when the action is taken; or

(2)        The number of directorsrequired by the articles of incorporation or bylaws to take action under G. S.55A‑8‑24.

(c)        G.S. 55A‑8‑20through G.S. 55A‑8‑24, which govern meetings, action withoutmeetings, notice and waiver of notice, and quorum and voting requirements ofthe board, apply to committees of the board and their members as well.

(d)        To the extentspecified by the board of directors or in the articles of incorporation orbylaws, each committee of the board may exercise the board's authority underG.S. 55A‑8‑01.

(e)        A committee of theboard shall not, however:

(1)        Authorizedistributions;

(2)        Recommend to membersor approve dissolution, merger or the sale, pledge, or transfer of all orsubstantially all of the corporation's assets;

(3)        Elect, appoint orremove directors, or fill vacancies on the board of directors or on any of itscommittees; or

(4)        Adopt, amend, orrepeal the articles of incorporation or bylaws.

(f)         The creation of,delegation of authority to, or action by a committee does not alone constitutecompliance by a director with the standards of conduct described in G.S. 55A‑8‑30.(1955, c. 1230; 1969, c. 875, s. 5; 1985 (Reg. Sess., 1986), c. 801,ss. 22, 23; 1993, c. 398, s. 1.)