Business Corporation Board Committee Creation and Delegation in Alabama

At a glance

Requirements one by one

Creation, membership, and alternates

Under § 10A-2A-8.25(a)–(b), an Alabama board may establish one or more committees of one or more directors. Establishment and appointment need the greater of a majority of all directors in office or the certificate/bylaw number for action under § 10A-2A-8.24, unless the chapter or certificate supplies another rule. The board may appoint director alternates. If the certificate, bylaws, or creating resolution allows it, nondisqualified members present may unanimously appoint another director temporarily in place of an absent or disqualified member (§ 10A-2A-8.25(e)). For a separate conflict-transaction procedure, § 10A-2A-8.60(c)(1)(B) specifies a committee composed only of qualified directors, with at least two voting. This page does not determine qualification or a transaction's effect.

Delegation and exclusions

Section 10A-2A-8.25(d) limits committee power to what the board, certificate, or bylaws specifies. It bars committee approval of shareholder-required action, vacancy filling, and bylaw or certificate changes. Distributions are allowed only according to a board-prescribed formula, method, or limits. The same subsection states no separate share-issuance or merger category; the delegated-power limit and shareholder-approval exclusion still apply to those questions.

Procedure and records

Section 10A-2A-8.25(c) applies board meeting and action rules to committees. Section 10A-2A-8.24 generally uses a majority of the fixed board size as quorum and a majority of those present for action, subject to its document and chapter variations. Under § 10A-2A-8.21, action without a meeting ordinarily requires every member's signed consent delivered to the corporation. Section 10A-2A-16.01(a)(5) requires records of committee meetings and actions without a meeting.

What trips people up

A temporary substitute under § 10A-2A-8.25(e) requires an express document provision and a unanimous decision by present nondisqualified committee members; it does not let a committee fill a vacancy under subsection (d)(3). Section 10A-2A-8.25 gives the board the creation power and says nothing expressly about a committee forming a subcommittee.

Common questions

May a committee have one director?

Yes. Section 10A-2A-8.25(a) says one or more directors, unless the chapter, certificate, or bylaws provide otherwise.

Can a board give a committee unrestricted distribution power?

Section 10A-2A-8.25(d)(1) requires a board-prescribed formula, method, or limits for committee-authorized distributions.

Statutes and sources

• Ala. Code § 10A-2A-8.25 — Alabama Legislature. Accessed 2026-09-26.
• Ala. Code § 10A-2A-8.24 — Alabama Legislature. Accessed 2026-09-26.
• Ala. Code § 10A-2A-8.21 — Alabama Legislature. Accessed 2026-09-26.
• Ala. Code § 10A-2A-16.01 — Alabama Legislature. Accessed 2026-09-26.
• Ala. Code § 10A-2A-8.60 — Alabama Legislature. Accessed 2026-09-26.