16-6a-817 - Committees of the board. - Utah Statutes

16-6a-817. Committees of the board.
(1) Unless otherwise provided in the bylaws and subject to the provisions of Section16-6a-906, the board of directors may:
(a) create one or more committees of the board; and
(b) appoint two or more directors to serve on the committees created under Subsection(1)(a).
(2) Unless otherwise provided in the bylaws, the creation of a committee of the board andappointment of directors to it shall be approved by the 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 bylaws to take action under Section16-6a-816.
(3) Unless otherwise provided in the bylaws, a committee of the board and the membersof the committee are subject to Sections 16-6a-812 through 16-6a-816, which govern:
(a) meetings;
(b) action without meeting;
(c) notice;
(d) waiver of notice; and
(e) quorum and voting requirements.
(4) To the extent specified in the bylaws or by the board of directors, and subject toSubsection (6)(b), each committee of the board shall have the authority of the board of directorsunder Section 16-6a-801.
(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 16-6a-822.
(6) (a) Subject to Subsection (6)(b), nothing in this part shall prohibit or restrict anonprofit corporation from establishing in its bylaws or by action of the board of directors orotherwise one or more committees, advisory boards, auxiliaries, or other bodies of any kind:
(i) having the members and rules of procedure as the bylaws or board of directors mayprovide;
(ii) established to provide the advice, service, and assistance to the nonprofit corporationas may be specified in the bylaws or by the board of directors; and
(iii) established to carry out the duties and responsibilities for the nonprofit corporation,as may be specified in the bylaws or by the board of directors.
(b) Notwithstanding Subsection (6)(a), if any committee or other body established underSubsection (6)(a) has one or more members who are entitled to vote on committee matters andwho are not then also directors, the committee or other body may not exercise any power orauthority reserved to the board of directors, in this chapter or in the bylaws.

Amended by Chapter 127, 2001 General Session