§ 712. Executive committee and other committees.

(a) If the certificate of incorporation or the by-laws so provide, the
board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other
committees, each consisting of one or more directors, and each of which,
to the extent provided in the resolution or in the certificate of
incorporation or by-laws, shall have all the authority of the board,
except that no such committee shall have authority as to the following
matters:

(1) The submission to shareholders of any action that needs
shareholders' 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.

(b) The board may designate one or more directors as alternate members
of any such committee, who may replace any absent or disqualified member
or members at any meeting of such committee.

(c) Each such committee shall serve at the pleasure of the board. The
designation of any such committee, the delegation thereto of authority,
or action by any such committee pursuant to such authority shall not
alone constitute performance by any member of the board who is not a
member of the committee in question, of his duty to the corporation
under section 717 (Duty of directors).