1105.06 Executive committee and other board committees.

(A) A bank's code of regulations may authorize the board of directors to create an executive committee or any other committee of the board of directors, to consist of at least three directors, and to delegate to such a committee of the board of directors any authority of the board of directors, however conferred, other than the authority to fill vacancies on the board of directors or on a committee of the board of directors.

(B) The board of directors may appoint one or more directors as alternate members of a committee of the board of directors to take the place of any absent member at any meeting of the committee of the board of directors.

(C) Each committee of the board of directors shall serve at the pleasure of the board of directors, shall act only in the intervals between meetings of the board of directors, and is subject to the control and direction of the board of directors.

(D) Unless otherwise provided in the code of regulations or ordered by the board of directors, a committee of the board of directors may act by a majority of its members at a meeting or by a writing or writings signed by all of its members.

(E) An act or authorization of an act by a committee of the board of directors that is within the authority delegated to the committee shall be as effective for all purposes as an act or authorization of an act by the board of directors.

Cite as R.C. § 1105.06

History. Effective Date: 01-01-1997