N.Y. Not-for-Profit Corporation Law § 712: Executive 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.