48-18-206 - Committees. - Tennessee Statutes

48-18-206. Committees.

(a)  Unless the charter or bylaws provide otherwise, the board of directors may create one (1) or more committees. A committee may consist of one (1) member. All members of committees of the board of directors which exercise powers of the board of directors must be members of the board of directors and serve at the pleasure of the board of directors.

(b)  The creation of a committee and appointment of a member or members to it must be approved by the greater of:

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

     (2)  The number of directors required by the charter or bylaws to take action under § 48-18-205.

(c)  Sections 48-18-201 48-18-205, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.

(d)  To the extent specified by the board of directors or in the charter or bylaws, each committee may exercise the authority of the board of directors under § 48-18-101.

(e)  A committee may not, however:

     (1)  Authorize distributions, except according to a formula or method prescribed by the board of directors;

     (2)  Fill vacancies on the board of directors or on any of its committees;

     (3)  Adopt, amend, or repeal bylaws;

     (4)  Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or

     (5)  Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.

(f)  The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § 48-18-301.

[Acts 1986, ch. 887, § 8.25; 1994, ch. 776, § 31.]