An executive committee can validly act on the:

An executive committee can validly act on the:

• A. Amendment of the articles of incorporation of the corporation.
• B. Preparation of the plan for merger of the corporation with another corporation.
• C. Filing of vacancy in the board of directors.
• D. None of the above.

Answer: (D)

The executive committee acts on behalf of the board only for matters that the board has expressly delegated to it and that do not require actions by the full board or shareholders. It’s meant for urgent or routine matters between board meetings, not for fundamental governance changes. Amending the articles of incorporation is a major charter change that affects the corporation’s structure and rights; such changes require the full board’s approval and often shareholder involvement. Preparing a plan for merger is likewise a transformative corporate action that mandates board (and sometimes statutory or regulatory) processes beyond what an executive committee should undertake. Filling a vacancy on the board is a governance function typically reserved for the board itself, guided by the bylaws or governing law. Because these actions go beyond what an executive committee is empowered to do, none of these can be validly acted on by it.

The executive committee acts on behalf of the board only for matters that the board has expressly delegated to it and that do not require actions by the full board or shareholders. It’s meant for urgent or routine matters between board meetings, not for fundamental governance changes.

Amending the articles of incorporation is a major charter change that affects the corporation’s structure and rights; such changes require the full board’s approval and often shareholder involvement. Preparing a plan for merger is likewise a transformative corporate action that mandates board (and sometimes statutory or regulatory) processes beyond what an executive committee should undertake. Filling a vacancy on the board is a governance function typically reserved for the board itself, guided by the bylaws or governing law.

Because these actions go beyond what an executive committee is empowered to do, none of these can be validly acted on by it.