§ 2-411. Executive and other committees

   (a) Appointment by board; delegation of power. -- The board of directors of a corporation may:

   (1) Appoint from among its members an executive committee and other committees composed of one or more directors; and

   (2) Delegate to these committees any of the powers of the board of directors, except the power to:

      (i) Issue stock other than as provided in subsection (b) of this section;

      (ii) Recommend to the stockholders any action which requires stockholder approval, other than the election of directors;

      (iii) Amend the bylaws; or

      (iv) Approve any merger or share exchange which does not require stockholder approval.

(b) Issuance of stock. -- If the board of directors has given general authorization for the issuance of stock providing for or establishing a method or procedure for determining the maximum number or the maximum aggregate offering price of shares to be issued, a committee of the board, in accordance with that general authorization or any stock option or other plan or program adopted by the board, may authorize or fix the terms of stock subject to classification or reclassification and the terms on which any stock may be issued, including all terms and conditions required or permitted to be established or authorized by the board of directors under § 2-203 and 2-208 of this title.

(c) Appointment of substitute member. -- The bylaws may authorize the members of a committee present at any meeting, whether or not they constitute a quorum, to appoint a director to act in the place of an absent member.

(d) Responsibility of directors. -- The appointment of any committee, the delegation of authority to it, or action by it under that authority does not constitute, of itself, compliance by any director, not a member of the committee, with the standard provided in § 2-405.1 of this subtitle for the performance of duties of directors.

(e) Creation and composition of committees. -- Notwithstanding subsection (a) of this section or § 2-408(d) of this subtitle, the charter or bylaws of a corporation, or any agreement to which the corporation is a party and which has been approved by the board of directors, may provide for:

   (1) The establishment of one or more standing committees or for the creation of one or more committees upon the occurrence of certain events; and

   (2) The composition of the membership, and the qualifications and the voting and other rights of members of any such committee, subject to the continued service of members of the committee as directors.

HISTORY: An. Code 1957, art. 23, § 59; 1975, ch. 311, § 2; 1976, ch. 567, § 2; 1996, ch. 629; 2000, ch. 642; 2003, ch. 301; 2004, ch. 25, § 5; 2008, ch. 292; 2010, chs. 95, 96.