Section 411. Executive and Other Committees.
(a) The Board of Governors may, by resolution adopted by a majority of the Governors in office, establish an Executive Committee and one or more other committees, each committee to consist of two or more Governors. The Board may designate one or more Governors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member, and the alternate or alternates, if any, designated for such member, of any committee the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Governor to act at the meeting in the place of any such absent or disqualified member. Each committee of the Board shall serve at the pleasure of the Board.
(b) The Executive Committee shall have and exercise all of the powers and authority of the Board in the management of the business and affairs of the Association, except that the Executive Committee shall not have any power or authority as to the following:
(1) The filling of vacancies in the General Officers or Zone Governors.
(2) The recommendation of the amendment of the Articles of Incorporation or the Bylaws.
(3) The amendment or repeal of any resolution of the Board.
(c) No committee of the Board, other than the Executive Committee, shall pursuant to resolution of the Board or otherwise exercise any of the powers or authority vested by the Bylaws or the Nonprofit Corporation Law of 1972 in the Board as such, but any other committee of the Board may make recommendations to the Board or the Executive Committee concerning the exercise of such powers and authority.
(d) The establishment of any committee of the Board and the delegation thereto of power and authority shall not alone relieve any Governor of his or her fiduciary duty to the Association.