Art. 1396-2.18. COMMITTEES. A. If the articles of
incorporation or the bylaws so provide, the board of directors, by
resolution adopted by a majority of the directors in office, may
designate one or more committees, which, to the extent provided in
such resolution, in the articles of incorporation, or in the
bylaws, shall have and exercise the authority of the board of
directors in the management of the corporation. Each such
committee shall consist of two or more persons, a majority of whom
are directors; the remainder, if the articles of incorporation or
the bylaws so provide, need not be directors. The designation of
such committees and the delegation thereto of authority shall not
operate to relieve the board of directors, or any individual
director, of any responsibility imposed upon it or him by law. Any
non-director who becomes a member of any such committee shall have
the same responsibility with respect to such committee as a
director who is a member thereof.
B. Other committees not having and exercising the authority
of the board of directors in the management of the corporation may
be designated and appointed by a resolution adopted by a majority of
the directors at a meeting at which a quorum is present, or by the
president thereunto authorized by a like resolution of the board of
directors or by the articles of incorporation or by the by-laws.
Membership on such committees may, but need not be, limited to
directors.
