Current as of: 2009
355.406. 1. Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two or more directors, who serve at the pleasure of the board.
2. 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 or bylaws to take action under section 355.401.
3. Sections 355.376 to 355.401, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and committee members as well.
4. To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under section 355.316.
5. A committee of the board may not:
(1) Authorize distributions to members, directors, officers, agents or employees except in exchange for value received;
(2) Approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets;
(3) Unless otherwise stated in the bylaws or articles of incorporation, elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or
(4) Adopt, amend or repeal the articles or bylaws.
(L. 1994 H.B. 1095) Prev | Next
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