To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under § 47-1A-801 . However, a committee may not: (1) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors; (2) Approve or propose to shareholders action that this chapter requires be approved by shareholders; (3) Fill vacancies on the board of directors or, subject to § 47-1A-825.3 , on any of its committees; or (4) Adopt, amend, or repeal bylaws.
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