(a) If the articles of incorporation or the bylaws so provide, the Board of Directors, by resolution adopted by a majority of the fixed directors, may designate and appoint one or more committees.

(b) Each committee may have and exercise the authority of the Board of Directors in the management of the corporation, to the extent provided in the resolution, articles of incorporation, or bylaws.

(c) The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed by law. [Res. 2011-32; 2008 Code § 9.3.1.24]