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 must have two or more members, who serve at the pleasure of the board of directors.

(b)Sections 28811 to 28815 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 § 28801.

(d)A committee may not, however:

(1)Authorize distributions;

(2)Approve or propose to shareholders action that this Article requires be approved by shareholders;

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

(4)Amend articles of incorporation pursuant to § 281005;

(5)Adopt, amend, or repeal bylaws;

(6)Approve a plan of merger not requiring shareholder approval;

(7)Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or COL372014 CH. 28 GUAM BUSINESS CORPORATION ACT

(8)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 board of directors.

(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 § 28816.

(f)The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member’s absence or disqualification. Unless the articles of incorporation or the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member.