Business Corporation Board Committee Creation and Delegation by State
How may the board of an ordinary domestic business corporation create, populate, change, and delegate authority to a board committee or subcommittee, and which actions remain outside the committee's authority?
Jurisdictions
50 of 51 verified, 1 with no public source
Statutes checked
Every entry, oldest check September 26, 2026
Columns
8 per state
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What this survey covers
A board committee can exercise only the authority that state law and the corporation's governing documents allow. The table separates the board's creation vote, who may serve, what authority is delegated, and which decisions remain with the board or shareholders.
Why the columns differ
Florida requires board committees to consist of directors and ordinarily uses a majority of all directors in office for creation, appointment, removal, and dissolution (Fla. Stat. § 607.0825). Delaware also requires director members, but its committee exclusions differ for corporations formed before July 1, 1996, unless the board opts into the newer rule; it expressly permits subcommittees and sets committee quorum and vote defaults (8 Del. C. § 141(c)). Minnesota ordinarily allows one or more natural persons who need not be directors, permits subcommittees, and treats special litigation committees differently from ordinary committees for board direction and control (Minn. Stat. § 302A.241).
How to read the table
Begin with the creation threshold and member rule. Then read the delegation and reserved-action columns together: a broad grant does not override an express exclusion. The final columns show whether the committee may pass work to a subcommittee and which meeting or record rules govern. A statute can leave these details to the articles, bylaws, or board resolution.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Law and committee scope | Creation and approval | Membership and appointment | Alternates and changes | Delegated authority | Actions reserved elsewhere | Subcommittees | Procedure and oversight |
|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-09-26 | Alabama Business Corporation Law § 10A-2A-8.25; director-only board committees; § 10A-2A-8.60 qualified-director conflict procedure. |
Board establishment/appointment: greater of in-office majority or certificate/bylaw § 8.24 action number, unless chapter/certificate provides otherwise (§ 10A-2A-8.25(a)-(b)). |
One or more directors only; separate § 10A-2A-8.60(c)(1)(B) conflict procedure uses a committee only of qualified directors, with at least two voting. |
Board may appoint director alternates; documents may let present nondisqualified members unanimously substitute a director; committee cannot fill vacancies (§ 10A-2A-8.25(d)(3), (e)). |
Committee exercises board power only to extent board, certificate, or bylaws specifies (§ 10A-2A-8.25(d)). |
Distributions only within board formula/method/limits; shareholder-required acts, vacancies, bylaw and certificate changes barred. No separate share-issuance or merger ban in § 10A-2A-8.25(d). |
§ 10A-2A-8.25 provides board committees and alternates, without express committee-created subcommittee or redelegation power. |
Board meeting, notice, consent, quorum and vote rules apply (§ 10A-2A-8.25(c)); § 8.21 unanimous delivered-consent default; § 8.24 quorum/vote rules; committee meeting and action records (§ 16.01(a)(5)). |
| Alaska verified 2026-09-27 | Alaska Corporations Code; executive and other board committees under AS 10.06.468, subject to board authority under AS 10.06.450. |
Articles or bylaws must authorize; board resolution needs majority of entire board (AS 10.06.468(a)). |
Board designates from its own members; at least two committee members unless fixed board has fewer than three (AS 10.06.468(a)). |
Members serve at board pleasure; § 10.06.468 gives no separate alternate or temporary-substitute route and bars committee filling any board or committee vacancy (AS 10.06.468(a)(3)). |
Committee has board authority to extent provided by resolution, articles, or bylaws; board retains direction under delegation scheme (AS 10.06.450(a), .468(a)). |
Bars distributions, shareholder-required proposals, nominations/vacancies, bylaw amendment, specified merger plans, retained-earnings capitalization, and interested-director transactions; board-formula exceptions for reacquisition and bounded share terms (AS 10.06.468(a)(1)-(9)). |
AS 10.06.468 authorizes board-designated committees but states no separate committee-created subcommittee power. |
Majority of fixed committee count for quorum and majority present to act, unless documents demand more; unanimous identical written consent; committee minutes required; delegation alone does not establish director/committee-member conduct compliance (AS 10.06.430, .468(b), .473, .475(b)). |
| Arizona verified 2026-09-26 | Arizona Business Corporation Act § 10-825; board-created committees of director members. |
Board creates/appoints unless articles/bylaws vary; approval is greater of majority of directors in office or document-required § 10-824 vote (§ 10-825(A), (B)). |
One or more directors appointed by board; members serve at board pleasure (§ 10-825(A)). |
Board may designate director alternates for absent committee members; committee cannot fill board or committee vacancy (§ 10-825(E)(3), (G)). |
Board authority only to extent specified by board, articles, or bylaws; delegation alone does not satisfy director conduct standard (§ 10-825(D), (F)). |
No distributions, shareholder-required acts, vacancies, certain charter/bylaw changes, no-vote merger plan, or director pay; bounded exceptions for share reacquisition and issuance (§ 10-825(E)). |
§ 10-825 authorizes board-created committees but does not expressly grant a committee subcommittee-creation or redelegation power. |
Board meeting/consent/quorum rules apply (§§ 10-820–824, 10-825(C)); record committee acts in place of board (§ 10-1601(A)); director conduct caveat (§ 10-825(F)). |
| Arkansas verified 2026-09-26 | Arkansas Business Corporation Act § 4-27-825 (1987 Act 958 § 64-817); corporations with a board; ≤50-shareholder article-based board opt-out under § 4-27-801(c). |
Board creates/appoints unless articles/bylaws provide otherwise; greater of in-office director majority or article/bylaw action number (§ 4-27-825(a)-(b)). |
At least two directors, appointed by board; members serve at board pleasure (§ 4-27-825(a)). |
Members serve at board pleasure; § 4-27-825 gives no alternate/substitute route; committee cannot fill board or committee vacancies (§ 4-27-825(a), (e)(3)). |
Board, articles, or bylaws specify extent of board authority; delegation alone does not establish director-conduct compliance (§§ 4-27-801(b), -825(d), (f)). |
No distributions, shareholder-required acts, vacancies, charter amendments, bylaws, or merger plans needing no shareholder vote; share reacquisition only by board formula/method, issuance/class terms only within specific board limits (§ 4-27-825(e)). |
§ 4-27-825 authorizes board-created committees but gives no express committee-created subcommittee or redelegation route. |
Board meeting/consent rules apply; majority quorum/vote defaults with one-third quorum floor, unanimous written consent, permanent committee-action records, director-conduct caveat (§§ 4-27-821, -824, -825(c), (f), -1601(a)). |
| California verified 2026-09-26 | Corporations Code § 311 governs committees of a California corporation’s board. |
Board resolution by majority of authorized directors designates committee; member and alternate appointments use same threshold (§ 311). |
At least two directors per committee; board appoints members by majority of its authorized number (§ 311). |
Board may name director alternates for absent members; committees serve at board pleasure and cannot fill board or committee vacancies (§ 311). |
Board authority to extent provided in designation resolution or bylaws, subject to § 311’s reserved matters. |
No shareholder-required approvals, vacancies, director pay, bylaws, protected resolutions, or unbounded distributions; rate/periodic amount/price-range distribution exception (§ 311). |
Committee cannot appoint another board committee or its members; § 311(g) blocks a committee-created board-power subcommittee. |
§ 307 board meeting, quorum, vote, and consent rules apply to committees; keep committee minutes; director conduct duties still apply (§§ 307(c), 309, 1500). |
| Colorado verified 2026-09-26 | Colorado Business Corporation Act § 7-108-206; board committees of directors. |
Board creates and appoints unless bylaws provide otherwise; greater of in-office director majority or bylaw action threshold (§ 7-108-206(1)-(2)). |
One or more directors appointed by board; indemnification-determination committee needs at least two disinterested directors (§§ 7-108-206(1), 7-109-106(2)(a)). |
Board appoints members; committee cannot fill its own vacancies. § 7-108-206 specifies no alternate or removal procedure. |
Bylaws or board state the extent of board authority delegated; delegation alone does not satisfy a director’s conduct duty (§ 7-108-206(4)-(5)). |
No distributions, shareholder-required acts, vacancies, articles/bylaws, no-vote conversion/merger; reacquisition only by board formula; share powers only within board limits (§ 7-108-206(4)). |
§ 7-108-206 provides for board-created committees; it does not expressly authorize a committee-created subcommittee or redelegation. |
Board meeting, consent, notice, quorum and vote rules apply to committees; written consent unanimous; permanent committee-action records (§§ 7-108-202, 7-108-205, 7-108-206(3), 7-116-101). |
| Connecticut verified 2026-09-26 | Connecticut Business Corporation Act § 33-753; ordinary director committees and conditional audit committee. |
Board creation/appointment by greater of in-office majority or certificate/bylaw action number, unless Act provides otherwise (§ 33-753(a)-(b)). |
Ordinary committee: one or more directors. Qualifying ≥100-shareholder corporation: audit committee of at least two directors, one independent if board has one (§ 33-753(a), (c)). |
Board may appoint director alternates; documents may allow present nondisqualified members unanimously to substitute a director; committee cannot fill vacancies (§ 33-753(f)(3), (h)). |
Board, certificate, or bylaws states extent of committee power; delegation alone does not establish director conduct compliance (§ 33-753(e), (g)). |
Distributions only by board formula/method/limits; shareholder-required acts, vacancies, and bylaw changes barred. No separate share-issuance/merger ban in § 33-753(f). |
§ 33-753 authorizes board committees and alternates, without express committee-created subcommittee or redelegation authority. |
Board meeting/consent rules apply; § 33-752 majority quorum/vote defaults, § 33-749 unanimous delivered consent, and permanent committee-action records under § 33-945(a). |
| Delaware verified 2026-09-27 | 8 Del. C. § 141(c); pre-July 1, 1996 corporations default to (c)(1), later corporations to (c)(2). |
Older branch: committee designation by whole-board-majority resolution. Newer branch: board designation under ordinary vote default; older corporation can elect newer rule by whole-board majority (§ 141(b), (c)(1)-(2)). |
One or more corporation directors per committee; board designates (§ 141(c)(1)-(2)). |
Board may name director alternates; bylaws may allow eligible present members unanimously to substitute another director even without quorum (§ 141(c)(1)-(2)). |
Board resolution or bylaws define extent of board management powers; certificate/code may assign management elsewhere (§ 141(a), (c)(1)-(2)). |
Older branch restricts charter changes, specified mergers, major asset/dissolution recommendations, bylaws; dividend, share issuance, short-form merger need express authority. Newer branch bars shareholder-required acts except director election/removal and bylaw changes (§ 141(c)(1)-(2)). |
Unless certificate/bylaws/designating resolution vary, committee may create a subcommittee of one or more of its members and delegate any or all powers (§ 141(c)(3)). |
Committee/subcommittee majority-serving-director quorum with one-third floor; majority-present vote unless documents/resolutions vary. All-member written/electronic consent filed with minutes; remote participation permitted (§ 141(c)(4), (f), (i)). |
| District of Columbia verified 2026-09-27 | D.C. Business Corporation Act; board-created committees of one or more directors (§§ 29-306.01, 29-306.25). |
Board creates and appoints by greater of majority of all directors in office or article/bylaw action number; chapter, articles, or bylaws may provide otherwise (§ 29-306.25(a)-(b)). |
One or more board members appointed by board (§ 29-306.25(a)). |
Board may appoint director alternates; present qualified committee members may unanimously name temporary director substitute unless documents or creating resolution say otherwise; committee cannot fill board/committee vacancies (§ 29-306.25(e),(g)). |
Board, articles, or bylaws specify extent of § 29-306.01 board power; board retains statutory direction and oversight, subject to stated exceptions (§§ 29-306.01(b), 29-306.25(d)). |
No shareholder-required approval/proposals, board/committee vacancy filling, or bylaw changes; distributions only under board-set formula, method, or limits. Section lists no separate equity or merger exclusion (§ 29-306.25(e)). |
Section 29-306.25 authorizes board-created committees but supplies no express committee-created subcommittee route. |
Board meeting/consent rules apply; majority quorum/vote defaults with one-third quorum floor, all-director consent; committee action records required; delegation alone does not establish director conduct compliance (§§ 29-306.20, -.21, -.24, -.25(c),(f), 29-313.01). |
| Florida verified 2026-09-26 | Fla. Stat. § 607.0825; executive or other board committee of an ordinary Chapter 607 corporation. |
Board may establish; creation/dissolution and member appointment/removal need majority of all directors in office unless chapter, articles, or bylaws provide otherwise (§ 607.0825(1)–(2)). |
One or more directors, exclusively; board appoints by majority of all directors in office unless governing law/documents vary (§ 607.0825(1)–(2)). |
Board may appoint director alternates for vacancy/absence/disqualification; authorized present non-disqualified members may unanimously appoint temporary director substitute (§ 607.0825(6)). |
Committee may exercise § 607.0801 board powers subject to § 607.0825(4) exclusions and any chapter/articles/bylaws variation; board may dissolve committee/remove members (§ 607.0825(1)–(4)). |
Committee may not approve, recommend, or propose actions requiring shareholder approval, fill board/committee vacancies, or change bylaws; share reacquisition requires board formula/method/limits (§ 607.0825(4)). |
No express subcommittee creation or redelegation rule in § 607.0825; it provides board-created committees and director alternates. |
Board meeting/notice/quorum rules apply; unanimous written committee action allowed; keep committee minutes/consents; delegation alone does not satisfy director conduct standard (§§ 607.0821, .0824–.0825, .1601). |
| Georgia verified 2026-09-26 | Georgia Business Corporation Code § 14-2-825 governs director committees of ordinary corporations. |
Board may create and appoint unless chapter, articles, or bylaws vary; ordinary board vote is majority present with quorum (§§ 14-2-824, -825(a)). |
One or more directors appointed by the board; members serve at board pleasure (§ 14-2-825(a)). |
Board names director alternates; present qualified members may unanimously appoint a temporary director substitute unless governing documents or board action vary (§ 14-2-825(f)). |
Board powers under § 14-2-801 only to extent specified by board, articles, or bylaws; delegation alone does not meet director conduct standard (§ 14-2-825(c), (e)). |
No shareholder-required action, board/committee vacancies, general articles amendment, or bylaws; board-authorized share-series charter changes allowed (§ 14-2-825(d)). |
§ 14-2-825 authorizes board-created committees but gives no separate committee-created subcommittee or redelegation rule. |
Board meeting/consent/quorum rules apply to committees; record committee acts; delegation alone does not satisfy director conduct duty (§§ 14-2-820–825, -1601). |
| Hawaii verified 2026-09-27 | Hawaii Business Corporation Act § 414-216; director board committees. |
Board creates/appoints unless articles/bylaws vary; greater of in-office majority or article/bylaw action number (§ 414-216(a)-(b)). |
At least two board directors, appointed by board; members serve at board pleasure (§ 414-216(a)). |
Members serve at board pleasure; § 414-216 gives no alternate/substitute route; committee cannot fill board/committee vacancies (§ 414-216(a), (e)(3)). |
Board, articles, or bylaws specify extent of board authority; delegation alone does not establish director-conduct compliance (§§ 414-191(b), -216(d), (f)). |
No distributions, shareholder-required acts, vacancies, charter amendments, bylaws, or merger plans needing no shareholder vote; reacquisition only by board formula/method and share issuance/class terms only within specific board limits (§ 414-216(e)). |
§ 414-216 authorizes board-created committees but gives no express committee-created subcommittee or redelegation route. |
Board meeting/consent rules apply; majority quorum/vote defaults with one-third quorum floor, all-director written/electronic consent filed with records, and board/shareholder minutes (§§ 414-212, -215, -216(c), -470(a)). |
| Idaho verified 2026-09-26 | Idaho Business Corporation Act § 30-29-825; director-only board committees. |
Board establishes/appoints unless chapter/articles/bylaws vary; greater of in-office majority or article/bylaw action number, with chapter/article exception (§ 30-29-825(a)-(b)). |
One or more directors exclusively, appointed by the board (§ 30-29-825(a)-(b)). |
Board may name director alternates; documents/resolution may allow unanimous temporary director substitute; committee cannot fill board/committee vacancies (§ 30-29-825(d)(3), (e)). |
Board, articles, or bylaws specifies extent of § 30-29-801 board powers; corporate business remains under board oversight (§ 30-29-825(d)). |
Distributions only by board formula/method/limits; shareholder-required acts, board/committee vacancy filling, and bylaw changes barred (§ 30-29-825(d)). |
§ 30-29-825 authorizes board committees and alternates; it gives no express committee-created subcommittee or redelegation route. |
Board meeting/consent rules apply; majority quorum/vote defaults with one-third quorum floor, all-director delivered consent, and committee meeting/action records (§§ 30-29-821, -824, -825(c), -1601(a)(5)). |
| Illinois verified 2026-09-26 | Business Corporation Act of 1983, 805 ILCS 5/8.40, for board committees of Illinois business corporations. |
Articles or bylaws must permit committees; majority of directors may create and appoint (§ 8.40(a)). |
One or more board members per committee, appointed by a majority of directors (§ 8.40(a)). |
Members serve at board pleasure; no express alternate/substitute rule; committee cannot fill board or committee vacancies (§ 8.40(a), (c)(3)). |
Authority of the board under § 8.05 only to extent specified by board, articles, or bylaws; statutory exclusions apply (§ 8.40(c)). |
No shareholder-required acts, vacancies, officers, bylaws, or short-form merger; distributions, reacquisition, and share issuance have narrow exceptions (§ 8.40(c)). |
§ 8.40 authorizes director-created committees but gives no express committee-created subcommittee or redelegation rule. |
Committee quorum: majority of members; action: majority of quorum; unanimous written consent; meeting details set by committee subject to board/bylaws; minutes required (§§ 7.75, 8.40(b)). |
| Indiana verified 2026-09-26 | Indiana Business Corporation Law IC 23-1-34-6; director committees exercising board authority. |
Board creates/appoints unless articles/bylaws vary; greater of directors-in-office majority or document-required IC 23-1-34-5 count (IC 23-1-34-6(a), (b)). |
One or more board directors, appointed by board, serving at board pleasure (IC 23-1-34-6(a)). |
Members serve at board pleasure; committee cannot fill board or committee vacancies (IC 23-1-34-6(a), (e)(3)). |
Board authority only to extent specified by board, articles or bylaws; delegation alone does not satisfy director conduct standard (IC 23-1-34-6(d), (f)). |
No shareholder-required acts, vacancies, bylaws or no-vote merger plan; board limits govern distribution/reacquisition and share issuance exceptions (IC 23-1-34-6(e)). |
IC 23-1-34-6 creates board committees but contains no express committee-to-subcommittee delegation power. |
Board rules IC 23-1-34-1–5 apply; default majority quorum/vote, unanimous consent, committee-action records, director duty caveat (IC 23-1-34-6(c), (f); 23-1-52-1(a)). |
| Iowa verified 2026-09-26 | Iowa Business Corporation Act § 490.825; director-only board committees. |
Board establishes/appoints by greater of in-office majority or article/bylaw action number; chapter or articles may vary vote (§ 490.825(1)-(2)); no prescribed resolution form. |
One or more directors exclusively; board appoints (§ 490.825(1)-(2)). |
Board may name director alternates; documents/resolution may allow unanimous temporary director substitute; committee cannot fill board/committee vacancies (§ 490.825(4)(c), (5)). |
Board, articles, or bylaws specify extent of § 490.801 board power; business remains under board direction and oversight (§§ 490.801(2), .825(4)). |
No distributions except within board formula/method/limits; no shareholder-required acts, board/committee vacancy filling, or bylaw changes (§ 490.825(4)). |
§ 490.825 authorizes board-established committees and director alternates; it gives no express committee-created subcommittee or redelegation route. |
Board meeting/consent rules apply; majority quorum/vote defaults (quorum floor one-third), all-director delivered consent, and committee minutes/action records (§§ 490.821, .824, .825(3), .1601(1)(e)). |
| Kansas verified 2026-09-26 | K.S.A. § 17-6301(c) governs board committees; pre-July 1, 2004 corporations default to (c)(2), later corporations to (c)(3). |
Older branch: majority of whole board by resolution. Newer branch: board designation under ordinary board vote default; older corporation may elect newer branch by whole-board majority (§ 17-6301(b), (c)(1)-(3)). |
One or more corporation directors per committee; board designates (§ 17-6301(c)(2)-(3)). |
Board may name director alternates; bylaws may allow present eligible members unanimously to substitute another director even without quorum (§ 17-6301(c)(2)-(3)). |
Board resolution or bylaws define extent of board management powers; articles/code may place corporate management elsewhere (§ 17-6301(a), (c)(2)-(3)). |
Older branch restricts charter changes, specified mergers/asset-sale/dissolution recommendations and bylaws; dividend, stock issue, short-form merger need express authorization. Newer branch bars shareholder-required acts (except director election/removal) and bylaw changes (§ 17-6301(c)(2)-(3)). |
Unless articles/bylaws/creating board resolution vary, committee may create a subcommittee of one or more of its members and delegate any or all committee powers (§ 17-6301(c)(4)). |
Committee/subcommittee majority-serving-director quorum, at least one-third; majority-present vote unless documents/resolutions vary. All-member consent, filed with minutes; remote participation permitted (§ 17-6301(c)(5), (f)(1), (i)). |
| Kentucky verified 2026-09-26 | Kentucky Business Corporation Act, KRS 271B.8-250; director board committees. |
Board creation/appointment by greater of in-office director majority or article/bylaw action number, unless chapter provides otherwise (KRS 271B.8-250(1)-(2)). |
One or more director members; separate KRS 271B.8-550(2)(b) indemnification committee needs two or more directors who are not proceeding parties. |
Board may appoint director alternates; absent/disqualified member may be replaced unanimously by present nondisqualified members unless documents provide otherwise; no committee vacancy filling (KRS 271B.8-250(5)(c), (7)). |
Committee has board powers only to extent board, articles, or bylaws specifies; delegation alone does not establish a director’s conduct compliance (KRS 271B.8-250(4), (6)). |
Distributions only within board formula/method/limits; shareholder-required action, board/committee vacancies, and bylaw changes barred; no separate share-issuance/merger ban in KRS 271B.8-250(5). |
KRS 271B.8-250 authorizes board committees and alternates, without express committee-created subcommittee or redelegation authority. |
Board meeting/consent rules apply; KRS 271B.8-240 majority quorum/vote defaults; § 8-210 unanimous consent; permanent committee-action record under § 16-010. |
| Louisiana verified 2026-09-26 | Louisiana Business Corporation Act § 12:1-825; director committee distinct from nondirector advisory service. |
Board creates/appoints by greater of all-directors-in-office majority or article/bylaw action number, unless chapter says otherwise (§ 12:1-825(A)-(B)). |
One or more director members; appointed nondirector is advisory only. Separate § 12:1-862 conflict committee must comprise qualified directors. |
Board may appoint director alternates; unless documents say otherwise, present nondisqualified members may unanimously appoint temporary director substitute; committee cannot fill vacancies (§ 12:1-825(E)(3), (G)). |
Committee exercises board powers only to extent board, articles, or bylaws specifies; delegation alone does not establish director conduct compliance (§ 12:1-825(D), (F)). |
Distributions only within board formula/method/limits; shareholder-required acts, board/committee vacancies, and bylaw changes barred; § 12:1-825(E) has no separate share-issuance/merger ban. |
§ 12:1-825 authorizes board committees and alternates, without express committee-created subcommittee or redelegation power. |
Board meeting/consent rules apply; § 12:1-821 all-director delivered-consent default; § 12:1-824 quorum and greater-of vote; committee actions in place of board kept permanently (§ 12:1-1601(A)). |
| Maine verified 2026-09-27 | Maine Business Corporation Act 13-C M.R.S. § 826; director board committees. |
Board creates/appoints unless Act/articles/bylaws vary; greater of in-office majority or article/bylaw action number, unless Act provides otherwise (§ 826(1)-(2)). |
One or more board directors appointed by board (§ 826(1)). |
Board may appoint director alternates; eligible present members may unanimously appoint temporary director substitute unless documents/resolution vary. Committee cannot fill vacancies (§ 826(5)(C), (7)). |
Board, articles, or bylaws specify extent of board power; delegation alone does not establish director-conduct compliance (§§ 801(2), 826(4), (6)). |
Distributions only by board formula/method/limits; shareholder-required acts, board/committee vacancies, and bylaw changes barred. Former §§ 826(5)(D), (F)-(H) repealed; no separate share-issuance/merger ban. |
§ 826 authorizes board committees and alternates but gives no express committee-created subcommittee or redelegation route. |
Board meeting/consent rules apply; majority quorum/vote defaults with one-third quorum floor, all-director delivered consent, and permanent records of committee actions in board place (§§ 822, 825, 826(3), 1601(1)). |
| Maryland verified 2026-09-26 | Maryland Corporations and Associations § 2-411; executive and other director committees. |
Board appointment follows general § 2-408 meeting vote; charter/bylaws/board-approved agreement may establish standing or event-triggered committees (§ 2-411(a), (e)). |
One or more board directors; special § 2-411(e) arrangements may set composition, qualifications and voting rights while members remain directors. |
Bylaws may let members present, even without quorum, appoint a director for an absent committee member (§ 2-411(c)). |
Board may delegate board powers subject to § 2-411(a)(2) exclusions; committee action alone does not discharge a nonmember director's duty (§ 2-411(d)). |
No stock issuance except board-bounded § 2-411(b) route, shareholder-required recommendation except director election, bylaw amendment, or no-vote merger/share exchange (§ 2-411(a)(2)). |
§ 2-411 authorizes board committees and standing/event variants, without an express committee-created subcommittee rule. |
Unanimous written/electronic consent filed with minutes (§ 2-408(c)); remote participation and notice waiver (§ 2-409(c), (d)); voting rights may be set under § 2-411(e). |
| Massachusetts verified 2026-09-26 | Massachusetts Business Corporation Act c. 156D, § 8.25; board committees of director members. |
Board creates/appoints unless articles/bylaws vary; greater of directors-in-office majority or document-required § 8.24 vote (§ 8.25(a), (b)). |
One or more directors appointed by board; each member serves at board pleasure (§ 8.25(a)). |
Committee members serve at board pleasure; committee cannot change board size, remove directors, or fill board vacancies (§ 8.25(a), (e)(3)). |
Board authority to extent specified by board, articles, or bylaws; delegation alone does not satisfy director conduct standard (§ 8.25(d), (f)). |
No distributions, shareholder-required acts, board-size/director changes, certain charter amendments or bylaws; reacquisition only by board formula/method; no separate issuance or merger exclusion in § 8.25(e). |
§ 8.25 authorizes board-appointed committees; it does not separately grant committee-created subcommittee or redelegation power. |
Board procedure §§ 8.20–8.24 applies to committees; unanimous consent and record of actions in place of board; director conduct caveat (§§ 8.25(c), (f), 8.21, 8.24, 16.01(a)). |
| Michigan verified 2026-09-26 | Michigan Business Corporation Act §§ 450.1527–.1528 govern board committees. |
Board may designate unless articles/bylaws vary; ordinary board vote is majority present with a quorum of directors in office (§§ 450.1523, .1527). |
One or more directors per committee, designated by board (§ 450.1527(1)). |
Board may designate director alternates for absent/disqualified members; bylaws may permit present qualified members’ unanimous substitute appointment; committee serves at board pleasure (§ 450.1527). |
Board powers to extent provided in board resolution or bylaws; statutory exclusions apply (§ 450.1528(1)). |
No general charter amendment, merger/conversion/share-exchange agreement, major sale/dissolution recommendation, bylaws, or board vacancies; shares/distributions need express grant (§ 450.1528(1)–(2)). |
Committee may create subcommittee from one or more of its members and pass all/part of its authority unless resolution, articles, or bylaws vary (§ 450.1528(3)). |
Committee quorum is majority of members and vote is majority present unless varied; unanimous written/electronic consent filed with minutes; executive-committee minutes required (§§ 450.1485, .1523, .1525). |
| Minnesota verified 2026-09-26 | Minnesota Business Corporation Act § 302A.241; ordinary and special litigation committees. |
Resolution approved by majority of directors currently in office establishes committee and its powers (§ 302A.241, subd. 1). |
One or more natural persons, not necessarily directors; default appointment by majority of directors present; articles/bylaws may vary. Special litigation committee: one or more independent persons (§ 302A.241, subds. 1-2). |
Articles/bylaws may vary membership and appointment; § 302A.241 gives no express alternate, replacement, removal, or vacancy procedure. |
Authority only to resolution’s extent; ordinary committees remain under board direction/control; special litigation and § 302A.673(1)(d) committees excepted (§ 302A.241, subd. 1). |
§ 302A.241 has no general category-by-category exclusion list; resolution scope and board control limit ordinary committees, with other transaction statutes still applicable. |
Unless articles, bylaws, or establishing resolution say otherwise, committee may create subcommittees of its members and pass any or all committee authority (§ 302A.241, subd. 2a). |
§§ 302A.231-.239 apply; default in-office majority quorum and § 302A.237 voting rule; written action ordinarily unanimous; any committee minutes available to members and directors (§ 302A.241, subds. 4-5). |
| Mississippi verified 2026-09-26 | Mississippi Business Corporation Act § 79-4-8.25; director board committees; § 79-4-8.01 has a shareholder-agreement exception to the board requirement. |
Board creates/appoints unless chapter/articles/bylaws vary; greater of in-office majority or article/bylaw action number, unless chapter otherwise provides (§ 79-4-8.25(a)-(b)). |
One or more board directors appointed by board (§ 79-4-8.25(a)); no ordinary non-director committee member route in that section. |
Board may appoint director alternates; eligible present members may unanimously appoint a temporary director substitute unless documents/resolution vary; committee cannot fill vacancies (§ 79-4-8.25(e)(3), (g)). |
Board, articles, or bylaws set extent of board powers; board oversight remains, and delegation alone does not establish director-conduct compliance (§§ 79-4-8.01(b), -8.25(d), (f)). |
Distributions only by board formula/method/limits; shareholder-required action, board/committee vacancies, and bylaw changes barred. No separate share-issuance or merger ban in § 79-4-8.25(e). |
§ 79-4-8.25 authorizes board committees and alternates; it gives no express committee-created subcommittee or redelegation route. |
Board meeting/consent rules apply; majority quorum/vote defaults with one-third quorum floor, all-director delivered consent, permanent committee-action records, and director-conduct caveat (§§ 79-4-8.21, -8.24, -8.25(c), (f), -16.01(a)). |
| Missouri verified 2026-09-26 | Missouri general/business corporation law § 351.330; bylaws-enabled director committee exercising board management power. |
Bylaws must provide; majority of whole board designates by resolution (§ 351.330). |
Two or more directors designated by board resolution (§ 351.330). |
§ 351.330 designates director members by whole-board resolution and does not set an alternate or vacancy process. |
All board management authority only to extent resolution or bylaws provide; board/directors retain chapter responsibility (§ 351.330). |
§ 351.330 grants only specified board authority and gives no separate categorical exclusion list for bylaws, equity or transactions. |
§ 351.330 gives designation power to the board; it does not expressly authorize committee-created subcommittees. |
§ 351.330 supplies no committee quorum number; § 351.335 permits remote meetings; § 351.340(2) permits unanimous written/electronic consent filed with committee minutes. |
| Montana verified 2026-09-27 | Montana Business Corporation Act § 35-14-825; director-only board committees. |
Board establishes/appoints unless chapter/articles/bylaws vary; greater of in-office majority or article/bylaw action number, with chapter/article exception (§ 35-14-825(1)-(2)). |
One or more directors exclusively, appointed by board (§ 35-14-825(1)). |
Board may name director alternates; documents/resolution may allow unanimous temporary director substitute; committee cannot fill board/committee vacancies (§ 35-14-825(4)(c), (5)). |
Board, articles, or bylaws specifies extent of § 35-14-801 board powers; corporate business remains under board oversight (§ 35-14-825(4)). |
Distributions only by board bounds; shareholder-required acts, vacancies, bylaws, and all merger plans barred. Reacquisition needs board formula/method; share issuance/class terms need specific board limits (§ 35-14-825(4)). |
§ 35-14-825 authorizes board committees and alternates; it gives no express committee-created subcommittee or redelegation route. |
Board meeting/consent rules apply; majority quorum/vote defaults with one-third quorum floor, all-director delivered consent, and committee meeting/action records (§§ 35-14-821, -824, -825(3), -1601(1)(e)). |
| Nebraska verified 2026-09-26 | Nebraska Model Business Corporation Act § 21-2,100; ordinary director board committees; § 21-284 preserves a shareholder-agreement board exception. |
Board creates/appoints unless Act/articles/bylaws vary; greater of in-office majority or article/bylaw action number, unless Act otherwise provides (§ 21-2,100(a)-(b)). |
One or more board directors appointed to each committee (§ 21-2,100(a)). |
Board may appoint director alternates; eligible present members may unanimously appoint temporary director substitute unless documents/resolution vary. Committee cannot fill vacancies (§ 21-2,100(e)(3), (g)). |
Board, articles, or bylaws set extent of § 21-284 board powers; board oversight and director-conduct caveat continue (§ 21-2,100(d), (f)). |
Distributions only by board formula/method/limits; shareholder-required acts, board/committee vacancies, and bylaw changes barred. No separate share-issuance or merger ban in § 21-2,100(e). |
§ 21-2,100 authorizes board committees and alternates but gives no express committee-created subcommittee or redelegation route. |
Board meeting/consent rules apply; majority quorum/vote defaults with one-third quorum floor, all-director delivered consent, permanent records of committee actions in board place (§§ 21-296, -299, -2,100(c), -2,221(a)). |
| Nevada verified 2026-09-26 | NRS 78.120 and 78.125 govern Chapter 78 business corporations and board-designated committees. |
Board designates unless articles provide otherwise; NRS 78.125 specifies no special creation-vote threshold. Resolution(s) or bylaws define powers. |
At least one director per committee; board may appoint additional natural-person non-directors unless articles/bylaws provide otherwise (NRS 78.125(2)). |
Board may name director alternates; bylaws may let eligible present members unanimously choose a director substitute for an absent/disqualified member if no board alternate (NRS 78.125(3)). |
Resolution(s) or bylaws set extent of board powers; board retains control subject to chapter/articles (NRS 78.120(1), .125(1)). |
NRS 78.125 has no category-by-category exclusions; chapter/articles limit board power, and stockholder-adopted bylaws constrain board bylaw power (NRS 78.120). |
NRS 78.125 authorizes board-designated committees and alternates; it gives no express committee-created subcommittee or redelegation route. |
NRS 78.125(3) permits unanimous temporary substitution even without a quorum; it states no committee quorum, vote, or minutes default. Board control remains under NRS 78.120(1). |
| New Hampshire verified 2026-09-27 | New Hampshire Business Corporation Act RSA 293-A:8.25; director board committees. |
Board creates/appoints unless chapter/articles/bylaws vary; greater of in-office majority or article/bylaw action number, unless chapter provides otherwise (RSA 293-A:8.25(a)-(b)). |
One or more board directors appointed by the board (RSA 293-A:8.25(a)). |
Board may appoint director alternates; eligible present members may unanimously choose a temporary director substitute unless documents/resolution vary. Committee cannot fill vacancies (RSA 293-A:8.25(e)(3), (g)). |
Board, articles, or bylaws specify extent of board powers; oversight and director-conduct caveat continue (RSA 293-A:8.01(b), 8.25(d), (f)). |
Distributions only by board formula/method/limits; shareholder-required acts, board/committee vacancies, and bylaw changes barred. No separate share-issuance or merger ban in RSA 293-A:8.25(e). |
RSA 293-A:8.25 authorizes board committees and alternates but gives no express committee-created subcommittee or redelegation route. |
Board meeting/consent rules apply; majority quorum/vote defaults with one-third quorum floor, unanimous written consent, permanent records of committee actions in board place (RSA 293-A:8.21, 8.24, 8.25(c), 16.01(a)). |
| New Jersey verified 2026-09-26 | New Jersey Business Corporation Act; executive and other board committees (§§ 14A:1-2.1(a), (g), 14A:6-9(1)). |
Certificate or bylaws must authorize; majority of entire board appoints by resolution (§§ 14A:6-9(1), 14A:1-2.1(d)). |
One or more members per committee, appointed by board from its directors (§ 14A:6-9(1)). |
Entire-board majority fills committee vacancies, names director alternates, abolishes committee, or removes members with/without cause (§ 14A:6-9(2)). |
Board authority to extent granted by resolution, certificate, or bylaws; delegation leaves legal responsibility with board/directors (§ 14A:6-9(1), (4)). |
Cannot change bylaws; elect/appoint director; remove officer/director; submit shareholder-required act; or change board-only resolution (§ 14A:6-9(1)). |
§ 14A:6-9 authorizes board-appointed committees; it does not separately confer committee-created subcommittee power. |
Committee quorum/vote defaults in § 14A:6-7.1(3)–(5); meeting actions reported at next board meeting, or second meeting if within two days (§ 14A:6-9(3)). |
| New Mexico verified 2026-09-26 | New Mexico Business Corporation Act § 53-11-41; executive and other director committees authorized by articles/bylaws. |
Articles or bylaws must permit; board designates by resolution adopted by majority of full board (§ 53-11-41). |
Designated from board members; § 53-11-41 states no numeric member minimum. |
§ 53-11-41 provides no alternate or temporary-substitute route; committee cannot designate director candidates or fill board/committee vacancies. |
Resolution, articles, or bylaws sets extent of board authority; delegation alone does not establish nonmember directors’ conduct compliance (§§ 53-11-35(A), -41). |
No dividends/distributions, shareholder-required acts, director candidates/vacancies, bylaw amendments, or merger plans not needing shareholders; reacquisition only by board formula; share terms only after board general authorization and formula/plan (§ 53-11-41(A)-(G)). |
§ 53-11-41 authorizes board-designated committees but gives no express committee-created subcommittee or redelegation route. |
§ 53-11-42 sets committee notice/location/remote participation; § 53-11-43 requires all-member signed consent. § 53-11-40 sets board quorum/vote; committee provisions supply no separate quorum/vote default. § 53-11-50 requires board/shareholder minutes. |
| New York verified 2026-09-26 | Business Corporation Law § 712 governs executive and other board committees of domestic for-profit corporations (§ 102(a)(4)). |
Certificate or bylaws must permit committees; board resolution needs a majority of the entire board, counting vacant seats (§§ 702(a), 712(a)). |
One or more directors, designated by the board from its own members (§ 712(a)). |
Board names director alternates for absence/disqualification; committees serve at board pleasure and cannot fill board or committee vacancies (§ 712(a)–(c)). |
Board authority to the extent given by the resolution, certificate, or bylaws; committee serves at board pleasure; nonmembers retain their own duties (§ 712(a), (c)). |
No shareholder-required submissions, board/committee vacancies, director pay, bylaw changes, or protected-resolution changes; no separate equity exclusion in § 712(a). |
§ 712 addresses board-designated committees but gives no express subcommittee-creation or redelegation authority. |
Unanimous written consent filed with minutes and remote participation permitted (§ 708(b), (c)); § 712 sets no committee-specific quorum; nonmember duties remain (§ 712(c)). |
| North Carolina verified 2026-09-26 | Business Corporation Act § 55-8-25; derivative-proceeding committee variant in § 55-7-44(b)(2). |
Board creates unless chapter/articles/bylaws vary; vote is greater of majority of directors in office or document-required § 55-8-24 count (§ 55-8-25(a), (b)). |
One or more board directors ordinarily; § 55-7-44(b)(2) variant needs two or more independent directors (§ 55-8-25(a), (b1)). |
Board appoints director alternates for absent or disqualified members, including at subcommittee meetings; committee cannot fill board/committee vacancies (§ 55-8-25(e)(3), (g)). |
Board authority only to extent specified by board, articles, or bylaws; delegation alone does not satisfy director conduct duty (§ 55-8-25(d), (f)). |
No shareholder-required acts, board/committee vacancies, bylaws, or merger plan without shareholder approval; distributions only under board-set formula/method/limits (§ 55-8-25(e)). |
Majority of committee members in office may form subcommittee from its members and delegate any/all powers unless articles, bylaws, or designation resolution vary (§ 55-8-25(a)). |
§§ 55-8-20–24 apply to committees/subcommittees; unanimous written consent and records of board-committee actions; director duties remain (§§ 55-8-25(c), (f), 55-16-01). |
| North Dakota verified 2026-09-27 | North Dakota Business Corporation Act; board committees under § 10-19.1-48, including a distinct special litigation committee variant (§§ 10-19.1-32, -48). |
Resolution approved by majority of directors currently holding office; authority limited to resolution (§ 10-19.1-48(1)). |
Default one or more individuals, appointed by board, who need not be directors; articles/bylaws may change membership or appointment; special litigation committee uses independent directors or persons (§ 10-19.1-48(1)-(2)). |
Section 10-19.1-48 gives no separate alternate, temporary-substitute, or committee-vacancy procedure; articles/bylaws may change appointment method. |
Board-management authority only to extent in resolution; ordinary committees remain under board direction/control; special litigation committee is excepted from that express control sentence (§ 10-19.1-48(1)). |
Section 10-19.1-48 has no general list of reserved shareholder, bylaw, equity, or transaction acts; committee authority remains limited by its resolution and applicable chapter provisions (§§ 10-19.1-31, -48). |
Unless articles, bylaws, or establishing resolution say otherwise, committee may create subcommittees of one or more of its members and delegate any or all of its authority (§ 10-19.1-48(7)). |
Board meeting, absent-director, and quorum sections apply; default quorum is majority currently in office; committee minutes, if any, available to members/directors on request; delegation alone does not satisfy director conduct standard (§§ 10-19.1-43 to -45, -48(3)-(5)). |
| Ohio verified 2026-09-26 | Ohio Rev. Code § 1701.63 governs executive and other committees of directors. |
Regulations must permit director-created committees; ordinary board action uses majority present with a majority of authorized directors as quorum unless governing rules vary (§§ 1701.62, .63(A)). |
One or more directors; directors create committee under the regulations and appoint director alternates (§ 1701.63(A), (B)). |
Directors may appoint director alternates for absent members; committees serve at directors’ pleasure and cannot fill board or committee vacancies (§ 1701.63(A)–(C)). |
Regulations permit delegation of director authority; committee acts only between board meetings and stays under director control and direction (§ 1701.63(A), (C), (F)). |
No board/committee vacancy filling or regulation changes; § 1701.63(A) lists no separate share, distribution, or transaction exclusion. |
Committee may create subcommittee of one or more of its members and pass any or all committee power unless articles, regulations, or creation resolution provide otherwise (§ 1701.63(G)). |
Committee acts by majority of members at a meeting or all-member signed writing, unless varied; remote meetings allowed if all hear each other (§ 1701.63(C)–(E)). |
| Oklahoma verified 2026-10-06 | Oklahoma General Corporation Act, 18 O.S. § 1027(C); director board committees and subcommittees. |
Board designates under ordinary board action: majority present with quorum unless certificate/bylaws require greater vote (§ 1027(B)-(C)(1)). |
One or more corporation directors; board designates (§ 1027(C)(1)). |
Board may designate director alternates; bylaws may permit present nondisqualified members, even without quorum, unanimously to substitute a director (§ 1027(C)(1)). |
Committee exercises board power to extent board resolution or bylaws provides; subject to § 1027(C)(1) exclusions. |
No shareholder-required approval/recommendation except director election/removal; no bylaw adoption/amendment/repeal. § 1027(C)(1) gives no general share/distribution ban. |
Unless certificate, bylaws, or designating resolution says otherwise, committee may create subcommittees of its members and delegate any/all committee power (§ 1027(C)(2)). |
Committee/subcommittee quorum is majority then serving, variable to one-third floor; majority present acts unless higher vote required; unanimous written/electronic consent filed with minutes (§ 1027(C)(3), (F)(1)). |
| Oregon verified 2026-09-26 | Oregon Business Corporation Act, ORS 60.354; director board committees. |
Board creates/appoints by greater of in-office director majority or article/bylaw action number, unless chapter provides otherwise (ORS 60.354(1)-(2)). |
One or more board directors; ORS 60.404(2)(b) indemnification committee needs two or more directors who are not proceeding parties. |
Board may appoint director alternates; absent/disqualified member may be replaced unanimously by present nondisqualified members unless documents vary; committee cannot fill vacancies (ORS 60.354(5)(c), (7)). |
Committee exercises board powers only to extent board, articles, or bylaws specifies; delegation alone does not establish director conduct compliance (ORS 60.354(4), (6)). |
Distributions only by board formula/method/limits; shareholder-required acts, board/committee vacancies, and bylaw changes barred. No separate share-issuance/merger ban in ORS 60.354(5). |
ORS 60.354 authorizes board committees and alternates but states no express committee-created subcommittee or redelegation route. |
Board meeting/consent rules apply; ORS 60.351 majority quorum/vote defaults, ORS 60.341 all-director consent; permanent records of committee actions in place of board (ORS 60.771(1)). |
| Pennsylvania verified 2026-09-26 | 15 Pa.C.S. § 1731 governs board committees of Pennsylvania business corporations. |
Bylaws or board may establish; board action ordinarily needs a quorum of directors in office and majority of those present and voting; bylaws may vary (§§ 1727(a), 1731(a)(1)). |
One or more directors; each director must be a natural person of full age; bylaws or board establish committee (§§ 1722(a), 1731(a)(1)). |
Board names director alternates; present qualified members may unanimously appoint a director substitute for a meeting; committee serves at board pleasure (§ 1731(a)(3), (b)). |
Board powers to the extent granted in board action or bylaws, subject to exclusions; committee serves at board pleasure (§ 1731(a)(2), (b)). |
No shareholder-required submissions except director election/removal, board vacancies, bylaws, protected resolutions, or matters reserved to another committee (§ 1731(a)(2)). |
§ 1731 describes board/bylaw committee creation and committee procedure but does not separately specify a subcommittee model. |
Board procedure applies to committees: default quorum is majority in office, vote is majority present and voting; unanimous record consent filed with minutes (§§ 1727, 1731(c)). |
| Rhode Island verified 2026-09-27 | Rhode Island Business Corporation Act § 7-1.2-808; executive and other board-member committees. |
Board resolution adopted by majority of full board; articles/bylaws may restrict or limit (§ 7-1.2-808). |
Board designates from its members; § 7-1.2-808 sets no numeric committee minimum. |
§ 7-1.2-808 gives no express alternate or temporary-substitute mechanism; membership follows board designation, subject to documents. |
Resolution, articles, or bylaws define extent of board authority; delegation does not relieve board or directors of legal responsibility (§ 7-1.2-808). |
No charter amendments, merger plans, recommendations of substantially-all asset dispositions, voluntary dissolution/revocation, or bylaw amendments; § 7-1.2-808 lists no separate distribution/share issuance ban. |
§ 7-1.2-808 authorizes board-designated committees but gives no express committee-created subcommittee or redelegation route. |
§ 7-1.2-809 expressly governs committee notice/place/remote meetings; § 7-1.2-810 requires all-member written/electronic consent filed with minutes. § 7-1.2-806 sets board quorum/vote; no separate committee default in § 808. |
| South Carolina verified 2026-09-26 | South Carolina Business Corporation Act § 33-8-250; board committees of directors. |
Unless articles/bylaws provide otherwise, board creates and appoints; greater of in-office director majority or article/bylaw action number (§ 33-8-250(a)-(b)). |
At least two directors; board appoints. Indemnification-determination committee needs two or more directors who are not proceeding parties (§§ 33-8-250(a), 33-8-550(b)(2)). |
Members serve at board’s pleasure; committee cannot fill board or committee vacancies. § 33-8-250 has no express alternate-member procedure. |
Authority only to extent board, articles, or bylaws specify; delegation alone does not establish a director’s conduct compliance (§ 33-8-250(d), (f)). |
No distributions, shareholder-required acts, vacancies, articles/bylaws, or no-vote merger; reacquisition only by board formula; share powers only within specific board limits (§ 33-8-250(e)). |
§ 33-8-250 authorizes board-created committees but gives no express committee-created subcommittee or redelegation route. |
Board meeting and consent rules apply to committees; § 33-8-240 quorum/vote rule and § 33-8-210 unanimous-consent default; signed consents kept with minutes or records. |
| South Dakota verified 2026-09-27 | South Dakota Business Corporation Act; board-created committees of one or more directors (§§ 47-1A-801, -825). |
Board creates and appoints; greater of majority of all directors in office or article/bylaw action number, unless chapter provides otherwise; chapter, articles, or bylaws may preclude committee (§ 47-1A-825). |
One or more board members, appointed by the board (§ 47-1A-825). |
Board may appoint director alternates; present qualified members may unanimously name a temporary director substitute unless documents or creating resolution say otherwise; committee cannot fill board or committee vacancies (§§ 47-1A-825.1, -825.3). |
Board, articles, or bylaws specify the extent of committee board power; board retains statutory direction of business (§§ 47-1A-801, -825.1). |
No shareholder-required acts, board/committee vacancy filling, or bylaw changes; distributions only by board formula, method, or limits. Section lists no separate equity or merger exclusion (§ 47-1A-825.1). |
Section 47-1A-825 authorizes board-created committees but supplies no express committee-created subcommittee route. |
Board procedure applies; majority quorum/vote defaults with one-third quorum floor, all-director written consent; committee action records required; delegation alone does not establish director conduct compliance (§§ 47-1A-821, -824, -825, -825.2, -1601). |
| Tennessee verified 2026-10-04 | Business Corporation Act § 48-18-206 covers board-created committees; director-only membership applies to a committee exercising board powers. |
Board creates unless charter or bylaws provide otherwise; creation and appointments need greater of majority of all directors in office or charter/bylaw § 48-18-205 action number (§ 48-18-206(a)–(b)). |
One member suffices; each member of a committee exercising board power must be a director and serves at board pleasure; board appoints under special vote rule (§ 48-18-206(a)–(b)). |
Members exercising board power serve at board pleasure; committee cannot fill its or board vacancies; § 48-18-206 states no alternate or temporary-substitution mechanism (§ 48-18-206(a), (e)(2)). |
Committee may use board authority only to extent board, charter, or bylaws specify; directors retain conduct duties despite delegation (§§ 48-18-206(d), (f), 48-18-101(b)). |
Committee cannot set distributions or share reacquisitions except by board formula/method, fill vacancies, change bylaws, or authorize share issuance/rights except within specific board limits; § 48-18-206(e) does not separately list merger or shareholder-vote categories. |
§ 48-18-206 addresses board-created committees but gives them no express subcommittee-creation or redelegation power. |
Board meeting, consent, notice, waiver, quorum and vote rules apply to committees; ordinary quorum is majority of fixed/prescribed seats, reducible by charter/bylaws to one-third; majority present acts with quorum. Written action follows § 48-18-202; delegation alone does not satisfy director conduct standard (§§ 48-18-206(c), (f), 48-18-205(a)–(c)). |
| Texas verified 2026-09-26 | Business Organizations Code ch. 21, § 21.416; board committees of domestic for-profit corporations. |
Certificate or bylaws must authorize; board designates; ordinary board quorum and majority-present vote unless a higher rule applies (§§ 21.413, 21.415, 21.416(a)). |
One or more directors; the board designates members. Listed/electing corporations may form an independent, disinterested director committee (§ 21.416(a), (g)). |
Board may designate director alternates and remove appointed members on a best-interests finding; committees cannot fill vacancies or choose alternates (§ 21.416(a), (c), (e)). |
Board authority only to the extent given by the designation resolution, certificate, or bylaws; statutory exclusions remain; delegation does not relieve directors (§§ 21.401, 21.416(b), (f)). |
No merger/share-exchange/conversion approval, key shareholder recommendations, bylaws, board/committee vacancies, or officers; conditional share/distribution authority (§ 21.416(c), (d)). |
§ 21.406 addresses special voting rights in subcommittees; § 21.416 gives no express subcommittee-creation or redelegation rule. |
Committee notice, remote-meeting, unanimous-consent, and minutes rules; special vote weights may apply; § 21.416 sets no committee-specific quorum (§§ 3.151, 6.002, 6.051, 6.201, 21.406). |
| Utah verified 2026-09-27 | Utah Revised Business Corporation Act, Utah Code §§ 16-10a-801, -825; ordinary board committees of domestic business corporations. |
Unless articles/bylaws provide otherwise, board creates committee and appoints members; approval is greater of majority of all directors in office or articles/bylaws action number under § 824 (§ 825(1)-(2)). |
At least two members, each a director, appointed by board (§ 825(1)); a duly empowered conflict-transaction committee under § 852(1) requires all members to be qualified directors appointed by a majority of qualified directors unless all qualified directors serve. |
Members serve at pleasure of board; board appoints replacements using § 825(2) threshold. Section 825(1)-(5) gives no separate temporary-alternate procedure. |
Committee may exercise board authority under § 801 only to extent specified by board, articles, or bylaws (§ 825(4)); committee action alone does not discharge a director’s § 840 standards (§ 825(5)). |
§ 825 contains no categorical share/distribution ban; its grant is limited to board authority. Shareholder approvals still required where applicable for charter amendments, certain mergers/share exchanges, extraordinary asset sales, and post-share dissolution (§§ 1003, 1103, 1202, 1402). Bylaw power is shared or reserved under § 1020. |
§ 825(1)-(5) addresses board-created committees and contains no express committee-created subcommittee procedure; examine board authorization, articles, and bylaws before further delegation. |
§ 825(3) applies board meeting, notice, consent, quorum, and vote rules to committees. Default quorum is a majority of the fixed/prescribed membership (articles/bylaws may lower to one-third); majority present acts with quorum, and unanimous written consent works without a meeting. § 1601(1) requires records of committee action in place of the board. |
| Vermont verified 2026-09-27 | Vermont Business Corporation Act; board-created committees of two or more directors (§§ 8.01, 8.25). |
Board creates and appoints by greater of majority of directors in office or article/bylaw action number; articles/bylaws may provide otherwise (§ 8.25(a)-(b)). |
At least two members, all from board, appointed by board (§ 8.25(a)). |
Members serve at board pleasure; no express alternate or temporary-substitute procedure; committee cannot fill board or committee vacancies (§ 8.25(a),(e)(3)). |
Board, articles, or bylaws specify extent of § 8.01 board authority; corporate affairs remain under board direction, subject to article and close-corporation exceptions (§§ 8.01, 8.25(d)). |
Bars distributions, shareholder-required acts, vacancies, specified article amendments, bylaws, and merger plans not requiring shareholder approval; reacquisition needs board formula/method, share issuance/series terms need specific board limits (§ 8.25(e)). |
Section 8.25 authorizes board-created committees but supplies no express committee-created subcommittee route. |
Board §§ 8.20-.24 apply; majority quorum and majority-present vote defaults; all-director written consent; permanent records of committee action in place of board; delegation alone does not establish director conduct compliance (§§ 8.21, 8.24-.25, 16.01). |
| Virginia verified 2026-09-26 | Virginia Stock Corporation Act § 13.1-689; ordinary board committees and special share-issuance delegation in subsection F. |
Board establishes unless articles/bylaws vary; approval is greater of directors-in-office majority or document-required § 13.1-688 vote (§ 13.1-689(A), (B)). |
Ordinary board committee has at least two director appointees; non-board members may join without voting on board functions; share-issuance committee may have one or more officers and no director (§ 13.1-689(A), (F)). |
Members serve at board pleasure; board may name director alternates; absent/disqualified member may be replaced by unanimous present-member appointment if no alternate and documents allow (§ 13.1-689(A), (E)). |
Board authority to extent specified by board, articles, or bylaws; board retains direction and oversight (§§ 13.1-689(D), 13.1-673(B)). |
No shareholder-required action, board/committee vacancies, certain charter amendments, bylaws, or no-vote merger plan; distribution formula/limits and bounded share authority exceptions (§ 13.1-689(D)). |
§ 13.1-689 addresses board-established committees but gives no express committee-to-subcommittee creation or redelegation rule. |
Board procedure §§ 13.1-684–688 applies; actions in place of board recorded; director committee duties continue (§§ 13.1-689(C), 13.1-770(A), 13.1-690(A)). |
| Washington verified 2026-09-27 | Washington Business Corporation Act; post-2025 board committees of one or more directors (RCW 23B.08.010, .250). |
Board establishes and appoints by greater of majority of directors in office or article/bylaw action number; title/articles may change vote, title/articles/bylaws may otherwise provide (RCW 23B.08.250(1)-(2)). |
One or more directors exclusively, appointed by board; 2025 amendment removed former two-member minimum (RCW 23B.08.250(1)-(2)). |
Board may appoint director alternates; present qualified members may unanimously appoint temporary director substitute only if articles, bylaws, or creating resolution allow; committee cannot fill board/committee vacancies (RCW 23B.08.250(4)(c),(5)). |
Board, articles, or bylaws specify extent of § 23B.08.010 board powers; corporate affairs remain under board direction subject to stated exceptions (RCW 23B.08.010, .250(4)). |
No shareholder-required actions, board/committee vacancies, or bylaw changes; distributions only by board-set formula, method, or limits. Post-2025 § .250 does not separately list equity or merger exclusions (RCW 23B.08.250(4)). |
RCW 23B.08.250 authorizes board-established committees but supplies no express committee-created subcommittee route. |
Board §§ .200-.240 apply; majority quorum/vote defaults with one-third floor, unanimous consent; permanent record of committee board action required; board retains statutory direction (RCW 23B.08.010, .210, .240, .250(3), 23B.16.010). |
| West Virginia verified 2026-09-27 | West Virginia Business Corporation Act § 31D-8-825; director board committees. |
Board creates/appoints unless articles/bylaws vary; greater of in-office majority or article/bylaw action number (§ 31D-8-825(a)-(b)). |
At least two board directors, appointed by board; members serve at board pleasure (§ 31D-8-825(a)). |
Members serve at board pleasure; § 31D-8-825 has no alternate/substitute route; committee cannot fill board/committee vacancies (§ 31D-8-825(a), (e)(3)). |
Board, articles, or bylaws specify extent of board authority; delegation alone does not establish director-conduct compliance (§§ 31D-8-801(b), -825(d), (f)). |
No distributions, shareholder-required acts, vacancies, charter amendments, bylaws, or merger plans needing no shareholder vote; reacquisition only by board formula/method and share issuance/class terms only within specific board limits (§ 31D-8-825(e)). |
§ 31D-8-825 authorizes board-created committees but gives no express committee-created subcommittee or redelegation route. |
Board meeting/consent rules apply; majority quorum/vote defaults with one-third quorum floor, all-director written consent, and permanent committee-action records (§§ 31D-8-821, -824, -825(c), -16-1601(a)). |
| Wyoming verified 2026-09-27 | Wyoming Business Corporation Act; board-created committees of one or more directors (§§ 17-16-801, -825). |
Board creates/appoints by greater of majority of directors in office or article/bylaw action number; act, articles, or bylaws may provide otherwise (§ 17-16-825(a)-(b)). |
One or more board members, appointed by board (§ 17-16-825(a)). |
Board may appoint director alternates; present qualified members may unanimously appoint temporary director substitute unless documents or creating resolution say otherwise; vacancy filling needs specific board authorization (§ 17-16-825(e)(iii),(g)). |
Board, articles, or bylaws specify extent of board power; board has statutory direction and oversight, subject to stated exceptions (§§ 17-16-801(b), -825(d)). |
Distributions, shareholder-required acts, board/committee vacancies, and bylaw changes need specific board authorization; distributions also need board formula, method, or limits. Section has no separate equity or merger exclusion (§ 17-16-825(e)). |
Section 17-16-825 authorizes board-created committees but supplies no express committee-created subcommittee route. |
Board §§ 17-16-820 through -824 apply; majority quorum/vote defaults with one-third floor, requisite-number consent with notice after nonunanimous action; permanent committee action records required; delegation alone does not establish director conduct compliance (§§ 17-16-821, -824, -825(c),(f), -1601). |
Every jurisdiction we can source is here: 50 of 51, verified against the statute. Wisconsin is absent because the state publishes no official statute text we are permitted to read and quote, and we will not fill the gap from a secondary source. If that changes, the row goes up.
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