KRS 271B.8-250: Committees -- Powers -- Limitations -- Alternate members.

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

board of directors may create one (1) or more committees and appoint one (1) or

more members of the board of directors to serve on any such committee.

(2) Unless this ch apter provides otherwise, the creation of a committee and

appointment of members to it shall be approved by the greater of:

(a) A majority of all the directors in office when the action is taken; or

(b) The number of directors required by the articles of i ncorporation or bylaws to

take action under KRS 271B.8-240.

(3) KRS 271B.8-200 to 271B.8-240 shall apply both to committees of the board and to

their members as well.

(4) 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

KRS 271B.8-010.

(5) A committee shall not, however:

(a) Authorize or approve distributions, except according to a formula or method,

or within limits, prescribed by the board of directors;

(b) Approve or propose to shareholders action that this chapter requires be

approved by shareholders;

(c) Fill vacancies on the board of directors or, subject to the provisions of

subsection (7) of this section, on any of its committees; or

(d) Adopt, amend, or repeal bylaws.

(6) The creation of, delegation of authority to, or action by a committee shall not alone

constitute compliance by a director with the standards of conduct described in KRS

271B.8-300.

(7) The board of directors may app oint one (1) 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, the bylaws, or the

resolution creating the committee pr ovide 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 may unanimously appoint another

director to act in place of the absent or disqualified member.