§ 712. Executive committee and other committees.\n (a) If the certificate of incorporation or the by-laws so provide, the\nboard, by resolution adopted by a majority of the entire board, may\ndesignate from among its members an executive committee and other\ncommittees, each consisting of one or more directors, and each of which,\nto the extent provided in the resolution or in the certificate of\nincorporation or by-laws, shall have all the authority of the board,\nexcept that no such committee shall have authority as to the following\nmatters:\n (1) The submission to shareholders of any action that needs\nshareholders' approval under this chapter.\n (2) The filling of vacancies in the board of directors or in any\ncommittee.\n (3) The fixing of compensation of the directors for serving on the\nboard or on any committee.\n (4) The amendment or repeal of the by-laws, or the adoption of new\nby-laws.\n (5) The amendment or repeal of any resolution of the board which by\nits terms shall not be so amendable or repealable.\n (b) The board may designate one or more directors as alternate members\nof any such committee, who may replace any absent or disqualified member\nor members at any meeting of such committee.\n (c) Each such committee shall serve at the pleasure of the board. The\ndesignation of any such committee, the delegation thereto of authority,\nor action by any such committee pursuant to such authority shall not\nalone constitute performance by any member of the board who is not a\nmember of the committee in question, of his duty to the corporation\nunder section 717 (Duty of directors).\n
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