RCW 24.06.145 Committees.
If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees each of which shall consist of two or more directors, which committees, to the extent provided in such resolution, in the articles of incorporation, or in the bylaws of the corporation, shall have and exercise the authority of the board of directors in the management of the corporation: PROVIDED, That no such committee shall have the authority of the board of directors in reference to:
(1) Amending, altering, or repealing the bylaws;
(2) Electing, appointing, or removing any member of any such committee or any director or officer of the corporation;
(3) Amending the articles of incorporation;
(4) Adopting a plan of merger or a plan of consolidation with another corporation;
(5) Authorizing the sale, lease, exchange, or mortgage, of all or substantially all of the property and assets of the corporation;
(6) Authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; or
(7) Amending, altering, or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by such committee.
The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director of any responsibility imposed upon it or him or her by law.
[ 2011 c 336 § 667; 1969 ex.s. c 120 § 29.]
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