(1) Unless this chapter, the articles, or the bylaws provide otherwise, a board may create one or more committees of the board that consist of two or more directors. A committee of the board shall not include as voting members persons who are not directors, except:
(a) As provided in Title
48 RCW or the regulations promulgated thereunder;
(b) If the only powers delegated to the committee are those necessary for the committee to serve in any fiduciary capacity with respect to one or more employee benefit plans established under the federal employee retirement income security act of 1974, or any successor statute; or
(c) Unless without the inclusion of persons who are not directors it is impossible or impracticable for the corporation to comply with applicable law other than this chapter.
(2) Unless this chapter otherwise provides, the creation of a committee of the board and appointment of directors to it shall be approved by the greater of:
(a) A majority of all the directors in office when the action is taken; or
(b) The number of directors required by the articles or bylaws to take action under RCW
24.03A.565.
(3) RCW
24.03A.550 through
24.03A.570 apply to both committees of the board and their members to the greatest practicable extent.
(4) To the extent specified by the board or in the articles or bylaws, each committee of the board may exercise the powers of the board granted through RCW
24.03A.490(2), except as limited by subsection (5) of this section.
(5) A committee of the board may not:
(a) Authorize distributions;
(b) Adopt, amend, alter, or repeal bylaws;
(c) In the case of a membership corporation, approve or propose to members action that must be approved by members under the articles or bylaws;
(d) Elect, appoint[,] or remove any member of any committee of the board or any director or officer of the corporation;
(e) Amend the articles;
(f) Adopt a plan of merger with another corporation;
(g) Adopt a plan of domestication, for-profit conversion, or entity conversion;
(h) Authorize the sale, lease, or exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business;
(i) Authorize the voluntary dissolution of the corporation or revoke proceedings therefor;
(j) Adopt a plan for the distribution of the assets of the corporation; or
(k) Amend, alter, or repeal any resolution of the board, unless the resolution provides by its terms that it may be amended, altered, or repealed by a committee.
(6) The creation of, delegation of authority to, or action by a committee of the board does not alone constitute compliance by a director with the standards of conduct described in RCW
24.03A.495.
(7) A nonprofit corporation may create or authorize the creation of one or more advisory committees whose members need not be directors or meet the qualification requirements for directors. The board shall not delegate any of its authority to an advisory committee. An advisory committee:
(a) Is not a committee of the board; and
(b) May not exercise any of the powers of the board.
