46-3-297. Executive committee and other committees.

Unless prohibited by the articles of incorporation or the bylaws, the board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees, each consisting of two or more directors and each of which, to the extent provided in such resolution or in the articles of incorporation or the bylaws of the electric membership corporation, shall have and may exercise all the authority of the board of directors; but no such committee shall have the authority of the board of directors in reference to:#

1. (1)

   Amending the articles of incorporation or the bylaws of the electric membership corporation;#

2. (2)

   Adopting a plan of merger or consolidation;#

3. (3)

   The sale, lease, exchange, or other disposition of all or substantially all the property and assets of the electric membership corporation; or#

4. (4)

   A voluntary dissolution of the electric membership corporation or a revocation thereof.#

The board, by resolution adopted in accordance with subsection (a) of this Code section, may designate one or more directors as alternate members of any such committee, which directors may act in the place and stead of any absent member or members at any meeting of such committee.#

Unless otherwise provided in the articles of incorporation or the bylaws or unless ordered by the board of directors, any such committee shall act by a majority of its members.#

The designation of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors or any member thereof of any responsibility imposed by law.#

Nothing in this Code section shall be construed to invalidate any executive committee or other committee validly created under the electric membership corporation law of this state existing on July 1, 1981.#