Section 14-2-825. Committees

   (a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee may have one or more members, who serve at the pleasure of the board of directors.

(b) Code Sections 14-2-820 through 14-2-824, which govern meetings, 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.

(c) 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 Code Section 14-2-801.

(d) A committee may not, however:

   (1) Approve or propose to shareholders action that this chapter requires to be approved by shareholders;

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

   (3) Amend articles of incorporation pursuant to Code Section 14-2-1002 except that a committee may, to the extent authorized in a resolution or resolutions adopted by the board of directors, amend the articles of incorporation to fix the designations, preferences, limitations, and relative rights of shares pursuant to Code Section 14-2-602 or to increase or decrease the number of shares contained in a series of shares established in accordance with Code Section 14-2-602 but not below the number of such shares then issued;

   (4) Adopt, amend, or repeal bylaws; or

   (5) Approve a plan of merger not requiring shareholder approval.

(e) 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 in Code Section 14-2-830.

Code 1981, § 14-2-825, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2000, p. 1567, § 7.