Section 712. Executive committee and other committees

(a) If the certificate of incorporation or the by-laws so provide, the
  board,  by  resolution  adopted  by  a majority of the entire board, may
  designate from among  its  members  an  executive  committee  and  other
  committees, each consisting of one or more directors, and each of which,
  to  the  extent  provided  in  the  resolution  or in the certificate of
  incorporation or by-laws, shall have all the  authority  of  the  board,
  except  that  no such committee shall have authority as to the following
  matters:
    (1)  The  submission  to  shareholders  of  any  action   that   needs
  shareholders' approval under this chapter.
    (2)  The  filling  of  vacancies  in  the board of directors or in any
  committee.
    (3) The fixing of compensation of the directors  for  serving  on  the
  board or on any committee.
    (4)  The  amendment  or  repeal of the by-laws, or the adoption of new
  by-laws.
    (5) The amendment or repeal of any resolution of the  board  which  by
  its terms shall not be so amendable or repealable.
    (b) The board may designate one or more directors as alternate members
  of any such committee, who may replace any absent or disqualified member
  or members at any meeting of such committee.
    (c)  Each such committee shall serve at the pleasure of the board. The
  designation of any such committee, the delegation thereto of  authority,
  or  action  by  any  such committee pursuant to such authority shall not
  alone constitute performance by any member of the board  who  is  not  a
  member  of  the  committee  in  question, of his duty to the corporation
  under section 717 (Duty of directors).