§ 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.