Sec. 6. (a) Unless this article, the articles of incorporation, or bylaws provide otherwise, a board of directors may create one (1) or more committees that consist of one (1) or more members of the board of directors.

     (b) Unless otherwise provided under this article, the creation of a committee and appointment of members to the committee must be approved by the greater of:

(1) a majority of all the directors in office when the action is taken; or

(2) the number of directors required by articles of incorporation or bylaws to take action under section 5 of this chapter.

     (c) Sections 1 through 5 of this chapter apply to committees of the board of directors and the members of committees.

     (d) To the extent specified by the board of directors or in articles of incorporation or bylaws, a committee may exercise the authority of the board of directors under IC 23-17-12-1.

     (e) A committee may not do the following:

(1) Authorize distributions.

(2) Approve or recommend to members action required to be approved by members under this article.

(3) Subject to subsection (g), fill vacancies on the board of directors or on a committee.

(4) Adopt, amend, or repeal bylaws.

     (f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described under IC 23-17-13-1.

     (g) The board of directors may appoint one (1) or more directors as alternate members of a committee to replace an absent or a disqualified member during the member’s absence or disqualification. Unless the articles of incorporation, bylaws, or the resolution creating the committee provides otherwise, in the event of the absence or disqualification of a member of a committee, the members present at a meeting and not disqualified from voting may unanimously appoint another director to act in place of the absent or disqualified member.

     (h) A corporation may create or authorize the creation of one (1) or more advisory committees whose members need not be directors.

As added by P.L.179-1991, SEC.1. Amended by P.L.110-2008, SEC.7.