§415B-66 Committees.
If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, which committees, to the extent provided in the resolution, in the articles of incorporation, or in the bylaws of the corporation, shall have and exercise all the authority of the board of directors, except that no such committee shall have the authority of the board of directors in reference to:(1) Amending, altering, or repealing the bylaws;
(2) Electing, appointing, or removing any member of any such committee or any director or officer of the corporation;
(3) Amending the articles of incorporation, restating articles of incorporation, adopting a plan of merger, or adopting a plan of consolidation with another corporation;
(4) Authorizing the sale, lease, exchange, or mortgage of all [or] substantially all of the property and assets of the corporation;
(5) Authorizing the voluntary dissolution of the corporation [or] revoking proceedings therefor;
(6) Adopting a plan for the distribution of the assets of the corporation; or
(7) Amending, altering, or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by the committee.
Nothing in paragraphs (1) to (7) shall prohibit any committee, if properly authorized by the board of directors and not prohibited by the bylaws, from engaging in any sale, lease, exchange, mortgage, pledge, or distribution of assets of the corporation in the normal course of the corporation's business.
The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director of any responsibility imposed upon the board or the director by law. [L 1985, c 270, pt of §1; am L 1987, c 135, §158]