Section 156D:8.25 - Committees(a) Unless the articles of organization or bylaws provide otherwise, a board of directors may create 1 or more committees and appoint members of the board of directors to serve on them. Each committee may have 1 or more members, who serve at the pleasure of the board of directors.(b) The creation of a committee and appointment of members to it must be approved by the greater of: (1) a majority of all the directors in office when the action is taken; or(2) the number of directors required by the articles of organization or bylaws to take action under section 8.24.(c) Sections 8.20 through 8.24, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, shall apply to committees and their members.(d) To the extent specified by the board of directors or in the articles of organization or bylaws, each committee may exercise the authority of the board of directors under section 8.01.(e) A committee may not, however:(1) authorize distributions;(2) approve or propose to shareholders action that this chapter requires be approved by shareholders;(3) change the number of the board of directors, remove directors from office or fill vacancies on the board of directors;(4) amend articles of organization pursuant to section 10.02;(5) adopt, amend or repeal bylaws; or(6) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors.(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 8.30. Mass. Gen. Laws ch. 156D, § 8.25
Added by Acts 2003, c. 127, § 17, eff. 7/1/2004.