a. The board of directors of every mutual state association holding company shall have the power to make, amend and repeal bylaws not inconsistent with this act, providing for:
(1) The management of its property;
(2) The regulation and government of its affairs;
(3) The terms of office, manner of appointment, and the duties and powers of its officers and committees; and
(4) Such other matters as the board from time to time deems advisable.
b. The bylaws may provide for and the board may elect an executive committee of the board, and other committees as the board may deem advisable. The executive committee may exercise all of the powers of the board, except that the executive committee may not:
(1) Exercise its powers while a quorum of the board is actually convened for the conduct of business;
(2) Declare a dividend or approve any other distribution to the parties in interest;
(3) Make, alter, or repeal the bylaws of the holding company;
(4) Elect or appoint any officer or director; or
(5) Exercise any other power which this act specifically provides shall be exercised by at least a majority of all the directors.
The minutes of each meeting of the executive committee shall be presented to the board of directors at its next meeting following the meeting of the executive committee.