N.D. Cent. Code § 10-19.1-48
This is the official text of N.D. Cent. Code § 10-19.1-48, part of North Dakota’s Cent. Code — part of the compiled statutory law of North Dakota, published by the state as "Cent. Code." Browse the sections below, each linked to its official government source.
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10-19.1-48. Board committees
Official statutory text
10-19.1-48. Board committees
1. A resolution approved by the affirmative vote of a majority of the directors currently
holding office may establish committees having the authority of the board in the
management of the business of the corporation only to the extent provided in the
resolution. Committees may include a special litigation committee consisting of one or
more independent directors or other independent persons to consider legal rights or
remedies of the corporation and whether those rights or remedies should be pursued.
Committees other than special litigation committees are subject at all times to the
direction and control of the board.
2. Committee members must be individuals. Unless the articles or bylaws provide for a
different membership or manner of appointment, a committee must consist of one or
more persons, who need not be directors, appointed by the board.
3. Sections 10-19.1-43, 10-19.1-44, and 10-19.1-45 apply to committees and members of
committees to the same extent as those sections apply to the board and directors.
4. Minutes, if any, of committee meetings must be made available upon request to
members of the committee and to any director.
5. The establishment of, delegation of authority to, and action by a committee does not
alone constitute compliance by a director with the standard of conduct set forth in
section 10-19.1-50.
6. Committee members are deemed to be directors for purposes of sections 10-19.1-50,
10-19.1-51, and 10-19.1-91.
7. Unless otherwise provided in the articles, the bylaws, or the resolution of the board
establishing the committee, a committee may create one or more subcommittees,
each consisting of one or more members of the committee, and may delegate to a
subcommittee any or all of the authority of the committee. In this chapter, unless the
language or the context clearly indicates that a different meaning is intended:
a. Any reference to a committee is deemed to include a subcommittee; and
b. Any reference to a committee member is deemed to include a subcommittee
member.
1. A resolution approved by the affirmative vote of a majority of the directors currently
holding office may establish committees having the authority of the board in the
management of the business of the corporation only to the extent provided in the
resolution. Committees may include a special litigation committee consisting of one or
more independent directors or other independent persons to consider legal rights or
remedies of the corporation and whether those rights or remedies should be pursued.
Committees other than special litigation committees are subject at all times to the
direction and control of the board.
2. Committee members must be individuals. Unless the articles or bylaws provide for a
different membership or manner of appointment, a committee must consist of one or
more persons, who need not be directors, appointed by the board.
3. Sections 10-19.1-43, 10-19.1-44, and 10-19.1-45 apply to committees and members of
committees to the same extent as those sections apply to the board and directors.
4. Minutes, if any, of committee meetings must be made available upon request to
members of the committee and to any director.
5. The establishment of, delegation of authority to, and action by a committee does not
alone constitute compliance by a director with the standard of conduct set forth in
section 10-19.1-50.
6. Committee members are deemed to be directors for purposes of sections 10-19.1-50,
10-19.1-51, and 10-19.1-91.
7. Unless otherwise provided in the articles, the bylaws, or the resolution of the board
establishing the committee, a committee may create one or more subcommittees,
each consisting of one or more members of the committee, and may delegate to a
subcommittee any or all of the authority of the committee. In this chapter, unless the
language or the context clearly indicates that a different meaning is intended:
a. Any reference to a committee is deemed to include a subcommittee; and
b. Any reference to a committee member is deemed to include a subcommittee
member.
Status: in_force · Read it on the official government site
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