3-1-13.8 - Director committees. - Utah Statutes

3-1-13.8. Director committees.
(1) (a) Unless otherwise provided by the articles of incorporation or bylaws, a board ofdirectors may create one or more committees and appoint members of the board of directors toserve on them.
(b) Each committee shall have two or more members who serve at the discretion of theboard of directors.
(2) The creation of a committee and appointment of members to it shall be approved bythe greater of:
(a) a majority of all the directors in office when the action is taken; or
(b) the number of directors required by the articles of incorporation or bylaws to takeaction under Section 3-1-13.6.
(3) Sections 3-1-13.2 and 3-1-13.6 shall apply to committees and their members.
(4) The board of directors, the articles of incorporation, or the bylaws may provide thescope of the authority that each committee may exercise.
(5) The creation of, delegation of authority to, or action by a committee does not aloneconstitute compliance by a director with the standards of conduct described in Section 3-1-13.3.

Amended by Chapter 378, 2010 General Session