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A board forms a three-director committee to handle financing matters. The committee signs a merger agreement even though the board resolution authorized the committee only to evaluate financing proposals and report back.
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A properly created committee may exercise authority delegated by the board, but it generally cannot exercise powers that the statute or governing documents reserve to the full board or shareholders. A committee has no authority even when the board and bylaws validly authorize it. A committee's action is valid only if every shareholder receives personal notice of each committee meeting. A committee's recommendation automatically binds the corporation even when the board gave it only advisory authority.

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