(a) Unless sections 33-600 to 33-998, inclusive, the certificate of incorporation or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any such committee.

(b) Unless sections 33-600 to 33-998, inclusive, provide otherwise, the creation of a committee and appointment of members to it shall be approved by the greater of (1) a majority of all the directors in office when the action is taken, or (2) the number of directors required by the certificate of incorporation or bylaws to take action under section 33-752.

(c) (1) In the case of a corporation with at least one hundred shareholders which is not otherwise required to have an audit committee under federal law or regulation or the regulation of a national securities exchange registered under the Securities Exchange Act of 1934, as amended, the board of directors shall, in the manner provided in subsection (b) of this section, whether or not the bylaws provide for such a committee, designate two or more directors to constitute an audit committee, at least one of whom shall be independent, if the board of directors includes an independent director. A director shall be deemed to be “independent” unless (A) such director, or any spouse, parent or child of such director, or any other corporation, firm or organization in which such director or any such spouse, parent or child has a substantial interest, or any combination thereof, has or at any time during the last two fiscal years of the corporation has had one or more of the following relationships: (i) That of officer or employee of the corporation or of any other corporation, firm or organization which owns a ten per cent or more debt or equity interest in the corporation or in which the corporation owns a ten per cent or more debt or equity interest; (ii) that of ownership of ten per cent or more of the debt or equity of the corporation; or (iii) that of a business or professional relationship with the corporation, other than by reason of the directorship itself, where the amount involved in all transactions which result from such relationship during any fiscal year of the corporation exceeds forty thousand dollars, or where the amount derived from transactions directly between the corporation and such director or such spouse, parent or child exceeds five per cent of such director's annual income, or (B) such director serves as an independent director on the boards of directors of more than five corporations. (2) The audit committee shall perform such functions as the bylaws or a resolution of the board of directors of the corporation may provide, except that if any such corporation engages or proposes to engage an independent public accountant to review the preparation of and render reports on the financial statements of the corporation, notwithstanding any provisions of the bylaws or such resolution, the audit committee shall review, evaluate and advise the board of directors with respect to (A) the proposed engagement and any succeeding engagement of the accountant or any successor, and (B) the functions performed by the accountant pursuant to the terms of the accountant's engagement.

(d) The provisions of sections 33-748 to 33-752, inclusive, apply both to committees of the board and their members.

(e) To the extent specified by the board of directors or in the certificate of incorporation or bylaws, each committee may exercise the powers of the board of directors under section 33-735.

(f) A committee may not, however: (1) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors; (2) approve or propose to shareholders action that sections 33-600 to 33-998, inclusive, require be approved by shareholders; (3) fill vacancies on the board of directors or, subject to subsection (h) of this section, on any of its committees; or (4) adopt, amend or repeal bylaws.

(g) 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 section 33-756.

(h) 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. If authorized by the certificate of incorporation, the bylaws or the resolution creating the committee, 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.

(P.A. 94-186, S. 99, 215; P.A. 96-271, S. 74, 254; P.A. 01-199, S. 10.)

History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation where appearing, amended Subsec. (a) to replace “bylaws” with “a bylaw”, amended Subsec. (c) to replace “member of such director's immediate family” with “spouse, parent or child” and amended Subsec. (d) to delete provisions that described the subject matter of the referenced statutory sections and rephrase the remaining provisions, effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to specify that Secs. 33-600 to 33-998, inclusive, may provide other rules for the creation of committees and appointment of members thereto, authorize the board to appoint “one or more” members to serve on any committee and delete requirement that each committee have “two or more members, who serve at the pleasure of the board of directors”, amended Subsec. (b) to make a technical change and specify that Secs. 33-600 to 33-998, inclusive, may provide other rules for the approval of the creation of a committee and appointment of members thereto, amended Subsec. (d) to rephrase provisions, amended Subsec. (e) to replace “authority” with “powers”, amended Subsec. (f) to replace in Subdiv. (1) “Authorize distributions” with “Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors”, add in Subdiv. (3) that filling vacancies on committees is “subject to subsection (h) of this section”, delete former Subdiv. (4) re amendment of the certificate of incorporation, renumbering former Subdiv. (5) as Subdiv. (4), delete former Subdiv. (6) re approval of a plan or merger not requiring shareholder approval, delete former Subdiv. (7) re authorization or approval of a reacquisition of shares and delete former Subdiv. (8) re authorization or approval of the issuance or sale of shares or the determination of rights, preferences and limitations of a class or series of shares, and added new Subsec. (h) re appointment of alternate members.