{"data":{"id":"us-ky/krs-273.221","jurisdiction":"us-ky","citation":"KRS 273.221","heading":"Committees of the board -- Advisory committees.","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 of the board and appoint\ndirectors to serve on the committee or committees. Each committee shall have two\n(2) or more directors, and all committee members shall serve at the pleasure of the\nboard of directors. The board may delegate to one (1) or more directors the authority\nto appoint or remove the members of the committee. An individual who is not a\ndirector may serve on a committee of the board, but may not vote on any matter that\nbinds the corporation.\n(2) To the extent specified by the board of directors or in the articles of incorporation or\nbylaws, a committee may exercise the powers of the board of directors under this\nchapter, except as limited by subsection (3) of this section.\n(3) A committee shall not:\n(a) Authorize distributions;\n(b) In the case of a membership corporation, authorize the repurchase or\nredemption of a member's membership in the corporation;\n(c) In the case of a membership corporation, authorize or propose to members any\naction that this chapter requires be approved by members;\n(d) Fill vacancies on the board of directors;\n(e) Adopt, amend, or repeal bylaws;\n(f) Elect, appoint, or remove any officer of the corporation;\n(g) Establish a board committee or establish or alter the manner in which\ncommittee members are appointed to these committees;\n(h) Amend or restate articles of incorporation;\n(i) Adopt a plan of merger or consolidation;\n(j) Authorize the sale, lease, exchange, or mortgage of all or substantially all of\nthe property and assets of the corporation;\n(k) Authorize the voluntary dissolution of the corporation or revoke proceedings\ntherefor; or\n(l) Amend, alter, or repeal any resolution of the board of directors.\n(4) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a\nboard of directors may create one (1) or more advisory committees, whose members\nneed not be direct ors. The board of directors may appoint and remove, or may\ndesignate any director or officer of the corporation to appoint and remove, the\nmembers of an advisory committee. An advisory committee may not act on behalf\nof the corporation or bind the corporat ion to any action but may make\nrecommendations to the board of directors, to any board committee, or to the\nofficers of the corporation.\n(5) The creation of, delegation of authority to, or action by a committee does not alone\nconstitute compliance by a director with the standards of conduct described in KRS\n273.215.","path":["KRS Chapter 273"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=48302","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:24Z","sha256":"fc28b2562428a3c9293c6353e0dcaa36859eaae4dce8edc7deda2f358a759a98","source_id":"us-ky","stale":false,"prev":"us-ky/krs-273.220","next":"us-ky/krs-273.223"},"notice":"GroundRules: Original legal text. Not legal advice."}