|
A. A majority of all the directors in office when the action | is taken; or and |
|
| 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 their to the members of | 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 a the corporation's bylaws;. |
|
| 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. |
|
|