| |  | | A.  A majority of all the directors in office when the action |  | is taken; andor | 
 | 
 
 
 |  | | B.  The number of directors required by the corporation's |  | articles of incorporation or bylaws to take action under |  | section 825. | 
 | 
 
 
 |  | |  | 3.  Requirements apply to committees.  Sections 821 to 825 |  | apply both to committees of the board and to the members oftheir |  | such committees. | 
 | 
 
 
 |  | |  | 4.  Authority.  To the extent specified by the corporation's |  | board of directors or in the corporation's articles of |  | incorporation or bylaws, except as provided in subsection 5, each |  | committee may exercise the authority of the corporation's board |  | of directors under section 801. | 
 | 
 
 
 |  | |  | 5.  Limits on authority.  A committee may not: | 
 | 
 
 
 |  | | A.  Authorize or approve distributions except according to a |  | formula or method or within limits that the corporation's |  | board of directors prescribes; | 
 | 
 
 
 |  | | B.  Approve or propose to shareholders action that this Act |  | requires be approved by shareholders; | 
 | 
 
 
 |  | | C.  Fill vacancies on the corporation's board of directors |  | or, subject to subsection 7, on any of its committees; or | 
 | 
 
 
 |  | | D.  Amend a corporation's articles of incorporation pursuant  |  | to section 1005; | 
 | 
 
 
 |  | | E.  Adopt, amend or repeal the corporation's bylawsa.; | 
 | 
 
 
 |  | | F.  Approve a plan of merger not requiring shareholder  |  | approval; | 
 | 
 
 
 |  | | G.  Authorize or approve reacquisition of shares, except  |  | according to a formula or method prescribed by the  |  | corporation's board of directors; or | 
 | 
 
 
 |  | | H.  Authorize or approve the issuance or sale or contract  |  | for sale of shares or determine the designation and relative  |  | rights, preferences and limitations of a class or series of  |  | shares, except that the board of directors may authorize a  |  | committee or a senior executive officer of the corporation  |  | to do so within limits specifically prescribed by the  |  | corporation's board of directors. | 
 | 
 
 
 
 |