Guam § 2118 - Executive and Other Committees of FSCs.

§ 2118. Executive and Other Committees of FSCs.

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If the articles of incorporation or the by-laws so provide, the board of

directors, by resolution adopted by a majority of the full board of directors,

may designate from among its members an executive committee and one or

more other committees each of which, to the extent provided in such

resolution or in the articles of incorporation or the by-laws of the corpora-

tion, shall have and may exercise all the authority of the board of directors,

except that no such committee shall have authority to (i) authorize distribu-

tions, (ii) approve or recommend to shareholders actions or proposals

required by law to be approved by shareholders, (iii) designate candidates

for the office of director, for purposes of proxy solicitation or otherwise, or

fill vacancies on the board of directors or any committee thereof, (iv) amend

the by-laws, (v) approve a plan of merger not requiring shareholder ap-

proval, (vi) authorize or approve the reacquisition of shares unless pursuant

to a general formula or method specified by the board of directors, or (vii)

authorize or approve the issuance or sale of, or any contract to issue or sell,

shares or designate the terms of a series of a class of shares, provided that

the board of directors, having acted regarding general authorization for the

issuance or sale of shares, or any contract therefor, and, in the case of a

series, the designation thereof, may, pursuant to a general formula or

method specified by the board by resolution or by adoption of a stock

option or other plan, authorize a committee to fix the terms of any contract

for the sale of the shares and to fix the terms upon which such shares may

be issued or sold, including, without limitation, the price, the dividend rate,

provisions for redemption, sinking fund, conversion, voting or preferential

rights, and provisions for other features of a class of shares, or a series of a

class of shares, with full power in such committee to adopt any final

resolution setting forth all the terms thereof and to authorize the statement

of the terms of a series for filing with the Director of Revenue and Taxation.

Neither 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 responsibility to act in good

faith, in a manner he 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.

Except as may be otherwise restricted by the articles of incorporation

or by-laws, members of the board of directors or any committee designated

thereby may participate in a meeting of such board or committee by means

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of a conference telephone or similar communications equipment by means

of which all persons participating in the meeting can hear each other at the

same time and participation by such means shall constitute presence in

person at a meeting.

Notwithstanding any other provisions of this Section, the provisions of

this Section shall apply only to Foreign Sales Corporations or FSCs, as such

terms are defined in [§ 16500 of the Government Code, as the same may be

amended from time to time.