Guam § 28816 - Committees.

§ 28816. Committees.

(a) Unless the articles of incorporation or bylaws provide otherwise, a

board of directors may create one or more committees and appoint members

of the board of directors to serve on them. Each committee must have two or

more members, who serve at the pleasure of the board of directors.

(b) Sections 28811 to 28815 apply to committees and their members as

well.

(c) To the extent specified by the board of directors or in the articles of

incorporation or bylaws, each committee may exercise the authority of the

board of directors under § 28801.

(d) A committee may not, however:

(1) Authorize distributions;

(2) Approve or propose to shareholders action that this Article

requires be approved by shareholders;

(3) Fill vacancies on the board of directors or on any of its

committees;

(4) Amend articles of incorporation pursuant to § 281005;

(5) Adopt, amend, or repeal bylaws;

(6) Approve a plan of merger not requiring shareholder approval;

(7) Authorize or approve reacquisition of shares, except according

to a formula or method prescribed by the board of directors; or

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(8) Authorize or approve the issuance or sale or contract for sale of

shares, or determine the designation and relative rights, preferences,

and limitations of a class or series of shares, except that the board of

directors may authorize a committee (or a senior executive officer of the

corporation) to do so within limits specifically prescribed by the board

of directors.

(e) The creation of, delegation of authority to, or action by a committee

does not alone constitute compliance by a director with the standards of

conduct described in § 28816.

(f) 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. Unless the articles of

incorporation or the bylaws or the resolution creating the committee provide

otherwise, in the event of the absence or disqualification of a member of a

committee, the member or members present at any meeting and not

disqualified from voting, unanimously, may appoint another director to act in

place of the absent or disqualified member.