805 ILCS 105/108.40
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 8 - Directors And Officers

 (from Ch. 32, par. 108.40)Sec. 108.40.     Committees.(a) If the articles of  incorporation or bylaws so provide, a majority of the  directors may create one or more committees and appoint  directors or such other persons as the board designates, to  serve on the committee or committees.  Each committee shall  have two or more directors, a majority of its membership  shall be directors, and all committee members shall serve at  the pleasure of the board. However, committees appointed by the board or  otherwise authorized by the bylaws relating to the  election, nomination, qualification, or credentials of directors or other  committees involved in the process of electing directors may be composed  entirely of non-directors.(b) Unless the appointment by the board of directors  requires a greater number, a majority of any committee shall  constitute a quorum, and a majority of committee members  present and voting at a meeting at which a quorum is present  is necessary for committee action.  A committee may act by  unanimous consent in writing without a meeting and, subject  to the provisions of the bylaws or action by the board of  directors, the committee by majority vote of its members  shall determine the time and place of meetings and the  notice required therefor.(c) To the extent specified by the board of directors or in  the articles of incorporation or bylaws, each committee may  exercise the authority of the board of directors under  Section 108.05 of this Act; provided, however, a committee  may not:(1) Adopt a plan for the distribution of the assets     of the corporation, or for dissolution;(2) Approve or recommend to members any act this Act     requires to be approved by members, except that committees appointed by the board or otherwise authorized by the bylaws relating to the election, nomination, qualification, or credentials of directors or other committees involved in the process of electing directors may make recommendations to the members relating to electing directors;(3) Fill vacancies on the board or on any of its     committees;(4) Elect, appoint or remove any officer or director     or member of any committee, or fix the compensation of any member of a committee;(5) Adopt, amend, or repeal the bylaws or the     articles of incorporation;(6) Adopt a plan of merger or adopt a plan of     consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the corporation; or(7) Amend, alter, repeal or take action inconsistent     with any resolution or action of the board of directors when the resolution or action of the board of directors provides by its terms that it shall not be amended, altered or repealed by action of a committee.(d) The board of directors may create and appoint persons  to a commission, advisory body or other such body which may  or may not have directors as members, which body may not act  on behalf of the corporation or bind it to any action but  may make recommendations to the board of directors or to the  officers.    (Source: P.A. 90-188, eff. 7-24-97.)