16-10a-825 - Committees. - Utah Statutes

16-10a-825. Committees.
(1) Unless the articles of incorporation or bylaws provide otherwise, a board of directorsmay create one or more committees and appoint members of the board of directors to serve onthem. Each committee shall have two or more members, who serve at the pleasure of the boardof 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 16-10a-824.
(3) Sections 16-10a-820 through 16-10a-824, which govern meetings, action withoutmeeting, notice, waiver of notice, and quorum and voting requirements of the board of directors,apply to committees and their members as well.
(4) To the extent specified by the board of directors or in the articles of incorporation orbylaws, each committee may exercise the authority of the board of directors under Section16-10a-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 Section16-10a-840.

Amended by Chapter 378, 2010 General Session