Section 611.56. Committees of directors.

 

(1)   Appointment. If the articles or bylaws of a corporation so provide, the board by resolution adopted by a majority of the full board may designate one or more committees, each consisting of at least 3 directors serving at the pleasure of the board. The board may designate one or more directors as alternate members of any committee to substitute for any absent member at any meeting of the committee. Any committee under this section may include one or more nonvoting members who are not directors. The designation of a committee and delegation of authority to it shall not relieve the board or any director of any responsibility imposed by law.

(2)   Delegation; major committees. When the board is not in session, a committee satisfying all of the requirements for the composition of a board under s. 611.51 (2) to (4) may exercise any of the powers of the board in the management of the business and affairs of the corporation, including action under ss. 611.60 and 611.61 , to the extent authorized in the resolution or in the articles or bylaws; except that any such committee may include 7 or more directors if the corporation has 9 or more directors.

(3)   Delegation; ordinary committees. When the board is not in session, a committee not satisfying the requirements of sub. (2) may exercise the powers of the board in the management of the business and affairs of the corporation to the extent authorized in the resolution or in the articles or bylaws, except action in respect to:

(a) Compensation or indemnification of any person who is a director, principal officer or one of the 3 most highly paid employees, and any benefits or payments requiring shareholder or policyholder approval;

(b) Approval of any contract required to be approved by the board under s. 611.60 or 611.61 , or of any other transaction in which a director has a material interest adverse to the corporation;

(c) Amendment of the articles or bylaws;

(d) Merger under s. 611.72 or 611.73 , stock exchanges under s. 611.71 , conversion under s. 611.75 or 611.76 , voluntary dissolution under s. 611.74 or transfer of business or assets under s. 611.78 ;

(e) Any other decision requiring shareholder or policyholder approval;

(f) Amendment or repeal of any action previously taken by the full board which by its terms is not subject to amendment or repeal by a committee;

(g) Dividends or other distributions to shareholders or policyholders, other than in the routine implementation of policy determinations of the full board;

(h) Selection of principal officers; and

(i) Filling of vacancies on the board or any committee created under sub. (1) except that the articles or bylaws may provide for temporary appointments to fill vacancies on the board or any committee, the appointments to last no longer than the end of the next board meeting.

(4)   Subsequent review. The full board or a major committee of the board authorized to do so under sub. (2) shall specifically review any transaction in which an officer has a material financial interest adverse to the corporation, at the next meeting following action by any ordinary committee.

(5)   Meetings, quorum, and voting. Sections 180.0820 , 180.0821 , and 180.0824 apply to a committee of the board of a stock corporation, except that references in s. 180.0824 to a committee “created under s. 180.0825 " shall be read as a committee “created under this section". Sections 181.0820 , 181.0821 , and 181.0824 apply to a committee of the board of a mutual, except that references to “board" shall be read as “committee", “majority" in s. 181.0824 (1) shall mean a majority of the members of the board appointed to serve on the committee, and “majority" in s. 181.0824 (2) shall mean a majority of the members of the board appointed to serve on the committee who are present at the meeting.

1971 c. 260 ; 1973 c. 31 ; 1979 c. 102 ; 1989 a. 303 ; 1997 a. 79 ; 2003 a. 261 ; 2015 a. 90 .