N.Y. Not-For-Profit Corp. Law § 712

§ 712. Executive committee and other committees.\n (a) If the certificate of incorporation or the by-laws so provide, the\nboard, by resolution adopted by a majority of the entire board, may\ndesignate from among its members an executive committee and other\ncommittees, each consisting of three or more directors, and each of\nwhich, to the extent provided in the resolution or in the certificate of\nincorporation or by-laws, shall have all the authority of the board,\nexcept that no such committee shall have authority as to the following\nmatters:\n (1) The submission to members of any action requiring members'\napproval under this chapter.\n (2) The filling of vacancies in the board of directors or in any\ncommittee.\n (3) The fixing of compensation of the directors for serving on the\nboard or on any committee.\n (4) The amendment or repeal of the by-laws or the adoption of new\nby-laws.\n (5) The amendment or repeal of any resolution of the board which by\nits terms shall not be so amendable or repealable.\n (b) The board may designate one or more directors as alternate members\nof any committee, who may replace any absent member or members at any\nmeeting of such committee.\n (d) Each committee of the board shall serve at the pleasure of the\nboard. The designation of any such committee and the delegation thereto\nof authority shall not alone relieve any director of his duty to the\ncorporation under section 717 (Duty of directors and officers).\n (e) Committees, other than committees of the board, whether created by\nthe board or by the members, shall be committees of the corporation. No\nsuch committee shall have the authority to bind the board. Provisions of\nthis chapter applicable to officers generally shall apply to members of\nsuch committees. Members of such committees of the corporation, who may\nbe non-directors, shall be elected or appointed in the manner set forth\nin the by-laws, or if not set forth in the by-laws, in the same manner\nas officers of the corporation.\n