613.56 Committees of directors.

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A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(1)Appointment. If the articles or bylaws of a corporation so provide, the board by resolution adopted by a majority of the full board may designate one or more committees, each consisting of 3 or more directors serving thereon at the pleasure of the board. The board may designate one or more directors as alternate members of any committee to substitute for any absent member at any meeting of the committee. The designation of a committee and delegation of authority to it shall not relieve the board or any director of responsibility imposed by law.

(2)Delegation; major committees. When the board is not in session, a committee satisfying all of the requirements for the composition of a full board under s. 613.51 may exercise any of the powers of the board in the management of the business and affairs of the corporation, including action under ss. 611.60 and 611.61 as applied to service insurance corporations by s. 613.60 , to the extent authorized in the resolution or in the articles or bylaws.

(3)Delegation; ordinary committees. When the board is not in session, a committee not satisfying the requirements of sub.

(2)may exercise the powers of the board in the management of the business and affairs of the corporation to the extent authorized in the resolution or in the articles or bylaws, except action in respect to:

(a)Compensation or indemnification of any person who is a director, principal officer or one of the 3 most highly paid employees, and any benefits or payments requiring member or policyholder approval;

(b)Approval of any contract required to be approved by the board under ss. 611.60 and 611.61 as applied to service insurance corporations by s. 613.60 , or of any other transaction in which a director has a material interest adverse to the corporation;

(c)Amendment of the articles or bylaws;