1(1) 2Unless the articles of incorporation or the bylaws otherwise provide, the board of directors, by resolution adopted by a majority of the full board of directors, may create an executive committee and one or more other committees of the board and appoint directors or such other persons as the board of directors designates to serve on such committee or committees. The majority of the persons on each committee must be directors.
73(2) 74Notwithstanding subsection (1), a board committee may be composed of less than a majority of directors or entirely of non-directors if:95(a) 96The committee is created by the board of directors or is otherwise authorized by the articles of incorporation or the bylaws; and
118(b) 119The committee relates to the election, nomination, qualification, or credentials of directors or is involved in the process of electing directors.
140(3) 141To the extent provided by the board of directors in a resolution or in the articles of incorporation or the bylaws of the corporation, each such committee shall have and may exercise powers and authority of the board of directors, except that no such committee shall have the power or authority to:193(a) 194Approve or recommend to members actions or proposals required by this act to be approved by members.
211(b) 212Fill vacancies on the board of directors or any committee thereof.
223(c) 224Adopt, amend, or repeal the bylaws.
230(4) 231Unless the articles of incorporation or the bylaws provide otherwise, ss. 242617.0820, 243617.0822, 244617.0823, 245and 246617.0824, 247which govern meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well. 273(5) 274Each committee must have two or more members who serve at the pleasure of the board of directors. The board, by resolution adopted in accordance with and consistent with subsection (1), may designate one or more alternate members of any such committee who may act in the place and stead of any absent member or members at any meeting of such committee.
336(6) 337A committee member who is not a director has the same responsibility and fiduciary duties with respect to activities of such committee, and the same liability protections, as a committee member who is a director.
372(7) 373Neither the designation of any such committee, the delegation thereto of authority, nor action by such committee pursuant to such authority shall alone constitute compliance by any member of the board of directors not a member of the committee in question with his or her responsibility to act in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.
459(8) 460A corporation may create or authorize the creation of one or more advisory committees with any number of persons on the committee being non-directors. An advisory committee:487(a) 488Is not a committee of the board of directors; and
498(b) 499May not act on behalf of or exercise any of the powers or authority of the board of directors or bind the corporation to any action, but may make recommendations to the board of directors, to the officers, or to the members.
