(1) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, the board of directors may establish an executive committee and one or more other board committees to perform functions of the board of directors. Such committees shall be composed exclusively of one or more directors.
(2) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, the establishment of a board committee, the appointment of members to such committee, the dissolution of a previously created board committee, and the removal of members from a previously created board committee must be approved by a majority of all the directors in office when the action is taken.
(3) Sections 607.0820-607.0824, which govern meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to board committees and their members as well. (4) A board committee may exercise the powers of the board of directors under s. 607.0801, except that a board committee may not:(a) Authorize or approve the reacquisition of shares unless pursuant to a formula or method, or within limits, prescribed by the board of directors.
(b) Approve, recommend to shareholders, or propose to shareholders action that this chapter requires be approved by shareholders.
(c) Fill vacancies on the board of directors or on any board committee.
(d) Adopt, amend, or repeal bylaws.
(5) The establishment of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in s. 607.0830. (6) The board of directors may appoint one or more directors as alternate members of any board committee to fill a vacancy on the committee or to replace any absent or disqualified member of such committee during the member’s absence or disqualification. If the articles of incorporation, the bylaws, or the resolution creating the board committee so provide, the member or members present at any board committee meeting and not disqualified from voting, by unanimous action, may appoint another director to act in place of an absent or disqualified member during that member’s absence or disqualification.
