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This entry was published on 2014-09-22
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Executive committee and other committees
§ 398-c. Executive committee and other committees. 1. If the
organization certificate or the by-laws so provide, the board of
directors, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee consisting of at
least five directors and other committees each consisting of two or more
directors, officers or other persons, not including alternate members,
but not less than may otherwise be required by this chapter nor
differing in composition from any requirement of this chapter, and each
of which, shall have such authority as may be provided in the resolution
or in the organization certificate or by-laws or under this chapter,
except that no such committee shall have authority as to the following

(a) The submission to shareholders of any action that needs
shareholders' authorization under this chapter;

(b) The filling of vacancies in the board of directors or in any such

(c) The fixing of compensation of the directors for serving on the
board or on any committee;

(d) The amendment or repeal of the by-laws, or the adoption of new

(e) The amendment or repeal of any resolution of the board which by
its terms shall not be so amendable or repealable;

(f) The taking of action which is expressly required by any provision
of this chapter to be taken at a meeting of the board or by a specified
proportion of the directors.

2. Each such committee shall serve at the pleasure of the board. The
designation or appointment of, or making of provision for, any such
committee and the delegation thereto of authority shall not alone
relieve any director of his duty to the association under any provision
of this chapter.

3. Minutes shall be kept of each meeting of each such committee and
records shall be kept of all action taken in exercise of the authority
or in performance of the function of each such committee. Such minutes
and records shall be submitted to the board of directors and shall be
filed with the records of the association.