Section 351.1069

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2011   

  351.1069.  Committees, procedure for meetings, minutes — committee members considered directors. — 1.  Unless otherwise set forth in the articles or bylaws:

  (1)  Committees may be established under a resolution approved by the affirmative vote of a majority of the board.  All committees so formed are subject at all times to the direction and control of the board, and may only act with respect to such issues and to the extent authorized by the board.  The board may create a litigation committee consisting of one or more independent directors or other independent persons to consider legal rights or remedies of the cooperative, and whether such rights or remedies should be pursued.  The committee shall not be subject to the direction or control of the board.  Unless otherwise set forth in the articles or bylaws, committee members need not be directors of the cooperative;

  (2)  The procedures for meetings of the board apply to committees and members of committees to the same extent as sections 351.1057 to 351.1066 apply to the board and individual directors;

  (3)  Minutes, if any, of committee meetings, other than the litigation committee shall be made available upon request to members of the committee, and to any director who requests such minutes, but only to the extent that such director's request relates to his or her position as a director and the director's intended use of the committee minutes is to further the cooperative's purposes.

  2.  The establishment of, delegation of authority to, and action by a committee shall not alone constitute compliance by a director with the standard of conduct set forth in section 351.1072.

  3.  Committee members are considered to be directors for purposes of sections 351.1072, 351.1075, and 351.1081, except that independent members of a committee which are not directors or employees of the cooperative are not subject to subsection 4 of section 351.1072.

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(L. 2011 S.B. 366)