- (a) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may create one or more committees of the board that consist of one or more directors.
(b) Unless this chapter otherwise provides, the creation of a committee and appointment of directors to it shall be approved by the greater of:
- (1) A majority of all the directors in office when the action is taken; or
- (2) The number of directors required by the articles of incorporation or bylaws to take action under § 29-406.24.
- (c) Sections 29-406.20 through 29-406.24 shall apply both to committees of the board and to their members.
- (d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under § 29-406.01 except as limited by subsection (e) of this section.
(e) A committee shall not:
- (1) Authorize distributions;
- (2) In the case of a membership corporation, approve or propose to members action that this chapter requires be approved by members;
- (3) Fill vacancies on the board of directors or, subject to subsection (g) of this section, on any of its committees; or
- (4) Adopt, amend, or repeal bylaws.
- (f) The creation of, delegation of authority to, or action by a committee shall not alone constitute compliance by a director with the standards of conduct described in § 29-406.30.
- (g) The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member’s absence or disqualification.
(h) A nonprofit corporation may create or authorize the creation of one or more advisory committees whose members need not be directors. An advisory committee shall not:
- (1) Be a committee of the board; and
- (2) Exercise any of the powers of the board.
History
July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720
Section References
This section is referenced in § 29-401.50.