Under BCL 712, the Board can appoint committees to carry out Board business (I included the law below) without the rest of the Board's approval. Do you have these types of committees? Or do you have informal committees that don't have approval power, and instead make recommendations to the rest of the Board for their vote? What types of committees do you have? I have heard of Boards having Financial, Legal, Building committees. Or do you not have committees at all, and instead the entire Board just hashes out each and every issue (making for longer meetings)? Do you allow non-Board members to serve on the committees?
S 712. Executive committee and other committees.
(a) If the certificate of incorporation or the by-laws so provide, the board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of one or more directors, and each of which, to the extent provided in the resolution or in the certificate of incorporation or by-laws, shall have all the authority of the board, except that no such committee shall have authority as to the following matters:
(1) The submission to shareholders of any action that needs shareholders` approval under this chapter.
(2) The filling of vacancies in the board of directors or in any committee.
(3) The fixing of compensation of the directors for serving on the board or on any committee.
(4) The amendment or repeal of the by-laws, or the adoption of new by-laws.
(5) The amendment or repeal of any resolution of the board which by its terms shall not be so amendable or repealable.
(b) The board may designate one or more directors as alternate members of any such committee, who may replace any absent or disqualified member or members at any meeting of such committee.
(c) Each such committee shall serve at the pleasure of the board. The designation of any such committee, the delegation thereto of authority, or action by any such committee pursuant to such authority shall not alone constitute performance by any member of the board who is not a member of the committee in question, of his duty to the corporation under section 717 (Duty of directors).
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