Section 180.0825. Committees.

 

(1)  Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees, appoint members of the board of directors to serve on the committees and designate other members of the board of directors to serve as alternates. Each committee shall have at least one member. Unless otherwise provided by the board of directors, members of the committee shall serve at the pleasure of the board of directors.

(2)  Except as provided in sub. (3) , the creation of a committee, appointment of members to it, and designation of alternate members, if any, shall be approved by the number of directors required by the articles of incorporation or bylaws to take action under s. 180.0824 (3) .

(3)  The board of directors may provide by resolution that any vacancies on the committee shall be filled by the affirmative vote of a majority of the remaining committee members.

(4)   Sections 180.0820 to 180.0823 apply to committees of a board of directors and to committee members.

(5)  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, except that a committee may not do any of the following:

(am) Approve or recommend to shareholders for approval any action or matter expressly required by this chapter to be submitted to shareholders for approval.

(bm) Adopt, amend, or repeal any bylaw of the corporation.

(6)  Unless otherwise provided by the board of directors in creating the committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of authority.

(7)  The creation of a committee, delegation of authority to a committee or action by a committee does not relieve the board of directors or any of its members of any responsibility imposed upon the board of directors or its members by law.

1989 a. 303 ; 2005 a. 476 .