1. (a) A committee of the board of directors composed exclusively of one or more directors may be established to perform functions of the board:

   1. (1) by the certificate of incorporation or bylaws; or
   2. (2) except as restricted by the certificate of incorporation or bylaws, by the board of directors.

2. (b) Unless this chapter, the certificate of incorporation, or the bylaws provide otherwise, the establishment of a committee and appointment of directors to it must be approved by the greater of:

   1. (1) a majority of all the directors in office when the action is taken; or
   2. (2) the number of directors required by the certificate of incorporation or bylaws to take action under Section 10A-3A-8.24.
3. (c) Sections 10A-3A-8.20 through 10A-3A-8.24 apply to board committees and their members.

4. (d) A board committee may exercise the powers of the board of directors under Section 10A-3A-8.01, to the extent specified by the board of directors or in the certificate of incorporation or bylaws, except that a board committee may not:

   1. (1) in the case of a membership nonprofit corporation, approve or propose to members action that this chapter requires be approved by members;
   2. (2) remove a director from office;
   3. (3) fill a vacancy on the board of directors; or, subject to subsection (e), on any committee of the board; or
   4. (4) adopt, amend, or repeal a provision of the certificate of incorporation or bylaws.
5. (e) The board of directors may appoint one or more directors as alternate members of any board committee to replace any absent or disqualified member during the member’s absence or disqualification. If the certificate of incorporation, bylaws, or the action creating a board committee so provides, the member or members present at any board committee meeting and not disqualified from voting may, by unanimous action, appoint another director to act in place of an absent or disqualified member during that member’s absence or disqualification.

6. (f) The certificate of incorporation, bylaws, or board of directors may create or authorize the creation of one or more advisory committees whose members need not be directors. An advisory committee:

   1. (1) is not a committee of the board; and
   2. (2) may not exercise any of the powers of the board.

(Act 2023-503, §1.)