Board committees and advisory committees.

(1) Unless the articles of incorporation or the bylaws otherwise provide, the board of directors, by resolution adopted by a majority of the full board of directors, may create an executive committee and one or more other committees of the board and appoint directors or such other persons as the board of directors designates to serve on such committee or committees. The majority of the persons on each committee must be directors.

(2) Notwithstanding subsection (1), a board committee may be composed of less than a majority of directors or entirely of non-directors if:

(a) The committee is created by the board of directors or is otherwise authorized by the articles of incorporation or the bylaws; and

(b) The committee relates to the election, nomination, qualification, or credentials of directors or is involved in the process of electing directors.

(3) To the extent provided by the board of directors in a resolution or in the articles of incorporation or the bylaws of the corporation, each such committee has and may exercise powers and authority of the board of directors, except that such committee does not have the power or authority to:

(a) Approve or recommend to members actions or proposals required by this chapter to be approved by members.

(b) Fill vacancies on the board of directors or any committee thereof.

(c) Adopt, amend, or repeal the bylaws.

(4) Unless the articles of incorporation or the bylaws provide otherwise, ss. 617.0820, 617.0823, and 617.0824, which govern meetings, waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.

(5) Each committee must have two or more members who serve at the pleasure of the board of directors. The board, by resolution adopted in accordance with and consistent with subsection (1), may designate one or more alternate members of any such committee who may act in the place and stead of any absent member or members at any meeting of such committee.

(6) A committee member who is not a director has the same responsibility and fiduciary duties with respect to activities of such committee, and the same liability protections, as a committee member who is a director.

(7) The designation of any such committee, the delegation thereto of authority, or action by such committee pursuant to such authority does not alone constitute compliance by any member of the board of directors not a member of the committee in question with such member’s responsibility to act in good faith, in a manner such member reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

(8) A corporation may create or authorize the creation of one or more advisory committees with any number of persons on the committee being non-directors. An advisory committee:

(a) Is not a committee of the board of directors; and

(b) May not act on behalf of or exercise any of the powers or authority of the board of directors or bind the corporation to any action, but may make recommendations to the board of directors, to the officers, or to the members.

(9) This section does not apply to a committee established under chapter 718, chapter 719, or chapter 720 to perform the functions set forth in s. 718.303(3), s. 719.303(3), s. 720.3035(1), s. 720.305(2), or s. 720.405, respectively.