Committees of directors

(1) The directors may, by a resolution of directors, designate one or more committees, each consisting of one or more directors. (2) Subject to any limitations in the Memorandum or Articles, each committee has such powers and authority of the directors, including the power and authority to affix the common seal of the company, as are set forth in the resolution of directors establishing the committee, except that no committee has any power or authority with respect to the matters requiring a resolution of directors under sections 48 and 59 of this Act.