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A. A majority of all the directors in office when the action | is taken; or and |
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| | | B. The number of directors required by the corporation's | | articles of incorporation or bylaws to take action under | | section 825. |
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| | | 3. Requirements apply to committees. Sections 821 to 825 | apply both to committees of the board and their to the members of | | such committees. |
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| | | 4. Authority. To the extent specified by the corporation's | | board of directors or in the corporation's articles of | | incorporation or bylaws, except as provided in subsection 5, each | | committee may exercise the authority of the corporation's board | | of directors under section 801. |
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| | | 5. Limits on authority. A committee may not: |
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| | | A. Authorize or approve distributions except according to a | | formula or method or within limits that the corporation's | | board of directors prescribes; |
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| | | B. Approve or propose to shareholders action that this Act | | requires be approved by shareholders; |
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| | | C. Fill vacancies on the corporation's board of directors | | or, subject to subsection 7, on any of its committees; or |
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| | D. Amend a corporation's articles of incorporation pursuant | to section 1005; |
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| | E. Adopt, amend or repeal a the corporation's bylaws;. |
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| | F. Approve a plan of merger not requiring shareholder | approval; |
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| | G. Authorize or approve reacquisition of shares, except | according to a formula or method prescribed by the | corporation's board of directors; or |
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| | H. Authorize or approve the issuance or sale or contract | for sale of shares or determine the designation and relative | rights, preferences and limitations of a class or series of | shares, except that the board of directors may authorize a | committee or a senior executive officer of the corporation | to do so within limits specifically prescribed by the | corporation's board of directors. |
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