The certificate of incorporation, the by-laws, or the board may create committees of the board, each consisting of three or more directors. Committees provide an important opportunity for the Board of Directors to perform its due diligence functions effectively and efficiently.Submit actions to shareholders that require shareholder approval under the NYBCL. Directors also need to be generally available to the company's management should issues come up that require impromptu board calls or special board meetings. Identify individuals qualified to become Board members who reflect the criteria specified in the Corporate Governance Principles of the Board.