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BCL SEC. 712

This statute authorizes the board, if the governing documents permit, to designate from among its members an executive committee and other committees, each consisting of one or more directors. The committees may have all the authority of the board or the authority specified by the board or governing documents. The board may designate one or more directors as alternate members. Each committee serves at the pleasure of the board.


"Boards are sometimes confronted with situations that they don’t know how to handle. Sometimes they can’t get the board together to establish a quorum. Sometimes they have a decision to make that the members of the board are not really comfortable making on their own, because it requires technical expertise, or some of them may actually have a vested interest in the outcome. The solution is the creative use of committees, through which boards can bypass the roadblocks while satisfying their responsibility and the requirements of the Business Corporation Law."

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