(1) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees of directors. Each committee must have two or more members, who serve at the pleasure of the board of directors.

     (2) The creation of a committee and appointment of members to it must be approved by the greater of (a) a majority of all the directors in office when the creation of the committee is approved or (b) the number of directors required by the articles of incorporation or bylaws to approve the creation of the committee under RCW 23B.08.240.

     (3) RCW 23B.08.200 through 23B.08.240, which govern meetings, approval of corporate action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.

     (4) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under RCW 23B.08.010.

     (5) A committee may not, however:

     (a) Approve a distribution except according to a general formula or method prescribed by the board of directors;

     (b) Approve or propose to shareholders corporate action that this title requires be approved by shareholders;

     (c) Fill vacancies on the board of directors or on any of its committees;

     (d) Amend articles of incorporation pursuant to RCW 23B.10.020;

     (e) Adopt, amend, or repeal bylaws;

     (f) Approve a plan of merger not requiring shareholder approval; or

     (g) Approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee, or a senior executive officer of the corporation to do so within limits specifically prescribed by the board of directors.

     (6) The creation of, delegation of authority to, or approval of corporate action by a committee does not alone constitute compliance by a director with the standards of conduct described in RCW 23B.08.300.

[2009 c 189 § 27; 1989 c 165 § 96.]