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a. If the certificate of incorporation or the bylaws so provide, the board, by resolution adopted by a majority of the entire board, may appoint from among the trustees an executive committee and one or more other committees, each of which shall have at least one or more members. To the extent provided in the resolution, or in the certificate of incorporation or in the bylaws, each committee shall have and may exercise all the authority of the board, except that no committee shall:
(1) Make, alter or repeal any bylaw of the corporation;
(2) Elect or appoint any trustee, or remove any officer or trustee;
(3) Submit to members any action that requires members' approval; or
(4) Amend or repeal any resolution previously adopted by the board.
b. The board, by resolution adopted by a majority of the entire board, may:
(1) Fill any vacancy in any committee;
(2) Appoint one or more trustees to serve as alternate members of any committee, to act in the absence or disability of members of any committee with all the powers of the absent or disabled members;
(3) Abolish any committee at its pleasure; and
(4) Remove any trustee from membership on a committee at any time, with or without cause.
c. Actions taken at a meeting of any committee shall be reported to the board at its next meeting following the committee meeting; except that, when the meeting of the board is held within 2 days after the committee meeting, the report shall, if not made at the first meeting, be made to the board at its second meeting following the committee meeting.
d. The designation of any committee and the delegation thereto of authority shall not operate to relieve the board, or any member thereof, of any responsibility imposed by law.
Cite this article: FindLaw.com - New Jersey Statutes Title 15A. Corporations, Nonprofit 15A § 6-9 - last updated February 19, 2021 | https://codes.findlaw.com/nj/title-15a-corporations-nonprofit/nj-st-sect-15a-6-9/
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