LD 1767
pg. 12
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LR 2593
Item 1

 
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.


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