New York § 712 - 712Executive committee and other committees

§ 712. 712Executive committee and other committees

§ 712. Executive committee and other committees. (a) The certificate of incorporation, the by-laws, or the board may create committees of the board, each consisting of three or more directors. The board shall appoint the members of such committee of the board, except that in the case of any executive committee or similar committee however denominated, the appointment shall be made by a majority of the entire board, provided that in the case of a board of thirty members or more, the appointment shall be made by at least three-quarters of the directors present at the time of the vote, if a quorum is present at that time. In addition, the by-laws may provide that directors who are the holders of certain positions in the corporation shall be ex-officio members of specific committees. Each such committee shall have the authority of the board to the extent provided in a board resolution or in the certificate of incorporation or by-laws, except that no committee of any kind shall have authority as to the following matters: (1) The submission to members of any action requiring members' approval under this chapter. (2) The filling of vacancies in the board of directors or in any committee. (3) The fixing of compensation of the directors for serving on the board or on any committee. (4) The amendment or repeal of the by-laws or the adoption of new by-laws. (5) The amendment or repeal of any resolution of the board which by its terms shall not be so amendable or repealable. (6) The election or removal of officers and directors. (7) The approval of a merger or plan of dissolution. (8) The adoption of a resolution recommending to the members action on the sale, lease, exchange or other disposition of all or substantially all the assets of a corporation or, if there are no members entitled to vote, the authorization of such transaction. (9) The approval of amendments to the certificate of incorporation. (b) The board may designate one or more directors as alternate members of any committee, who may replace any absent member or members at any meeting of such committee. (d) Each committee of the board shall serve at the pleasure of the board. The designation of any such committee and the delegation thereto of authority shall not alone relieve any director of his duty to the corporation under section 717 (Duty of directors and officers). (e) Committees, other than committees of the board, whether created by the board or by the members, shall be committees of the corporation. No such committee shall have the authority to bind the board. Members of such committees of the corporation, who may be non-directors, shall be elected or appointed in the manner set forth in the by-laws, or if not set forth in the by-laws, in the same manner as officers of the corporation.