§ 7012. Executive committee and other committees. 1. If the\norganization certificate or the by-laws so provide, the board, by\nresolution adopted by a majority of the entire board, may designate from\namong its members an executive committee consisting of at least five\ndirectors in the case of banks, trust companies, stock-form savings\nbanks, and stock-form savings and loan associations and of at least\nthree directors in the case of other corporations, and other committees\neach consisting of three or more directors, and each of which, to the\nextent provided in the resolution or in the organization certificate or\nby-laws, shall have all the authority of the board, except that no such\ncommittee shall have authority as to the following matters:\n (a) The submission to stockholders of any action that needs\nstockholders' authorization under this chapter.\n (b) The filling of vacancies in the board of directors or in any such\ncommittee.\n (c) The fixing of compensation of the directors for serving on the\nboard or on any committee.\n (d) The amendment or repeal of the by-laws, or the adoption of new\nby-laws.\n (e) The amendment or repeal of any resolution of the board which by\nits terms shall not be so amendable or repealable.\n (f) The taking of action which is expressly required by any provision\nof this chapter to be taken at a meeting of the board or by a specified\nproportion of the directors.\n The board may designate one or more directors as alternate members of\nany such committee, who may replace any absent member or members at any\nmeeting of such committee.\n 2. The board may appoint or provide for such other committees\nconsisting of such directors, officers or other persons and having such\npowers and functions in the management of the corporation as may be\nprovided in the by-laws or, to the extent not so provided, by the board.\n 3. Each such committee shall serve at the pleasure of the board. The\ndesignation or appointment of, or making of provision for, any such\ncommittee and the delegation thereto of authority shall not alone\nrelieve any director of his duty to the corporation under section seven\nthousand fifteen of this article.\n
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