{"data":{"id":"us-ky/krs-271b.8-250","jurisdiction":"us-ky","citation":"KRS 271B.8-250","heading":"Committees -- Powers -- Limitations -- Alternate members.","body":"(1) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a\nboard of directors may create one (1) or more committees and appoint one (1) or\nmore members of the board of directors to serve on any such committee.\n(2) Unless this ch apter provides otherwise, the creation of a committee and\nappointment of members to it shall be approved by the greater of:\n(a) A majority of all the directors in office when the action is taken; or\n(b) The number of directors required by the articles of i ncorporation or bylaws to\ntake action under KRS 271B.8-240.\n(3) KRS 271B.8-200 to 271B.8-240 shall apply both to committees of the board and to\ntheir members as well.\n(4) To the extent specified by the board of directors or in the articles of incorporation or\nbylaws, each committee may exercise the powers of the board of directors under\nKRS 271B.8-010.\n(5) A committee shall not, however:\n(a) Authorize or approve distributions, except according to a formula or method,\nor within limits, prescribed by the board of directors;\n(b) Approve or propose to shareholders action that this chapter requires be\napproved by shareholders;\n(c) Fill vacancies on the board of directors or, subject to the provisions of\nsubsection (7) of this section, on any of its committees; or\n(d) Adopt, amend, or repeal bylaws.\n(6) The creation of, delegation of authority to, or action by a committee shall not alone\nconstitute compliance by a director with the standards of conduct described in KRS\n271B.8-300.\n(7) The board of directors may app oint one (1) or more directors as alternate members\nof any committee to replace any absent or disqualified member during the member's\nabsence or disqualification. Unless the articles of incorporation, the bylaws, or the\nresolution creating the committee pr ovide otherwise, in the event of the absence or\ndisqualification of a member of a committee, the member or members present at\nany meeting and not disqualified from voting may unanimously appoint another\ndirector to act in place of the absent or disqualified member.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13388","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:19Z","sha256":"61dac869ed0bd207d903270154ce572c38413947cbb53c80a6c1636823c8aff2","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.8-240","next":"us-ky/krs-271b.8-300"},"notice":"GroundRules: Original legal text. Not legal advice."}