Business Corporation Board Committee Creation and Delegation in Arizona

At a glance

Requirements one by one

Creation and membership

Unless articles or bylaws provide otherwise, Arizona's board may create a committee and appoint one or more of its directors to serve (§ 10-825(A)). Creation and appointment require the greater of a majority of all directors in office or the number required by articles or bylaws for board action under § 10-824 (§ 10-825(B)). Each committee member serves at the board's pleasure.

Alternates and delegated power

The board may name one or more director alternates to replace an absent committee member at a meeting (§ 10-825(G)). A committee cannot fill a vacancy on the board or a board committee (§ 10-825(E)(3)). Under subsection (D), the committee gets board authority only to the extent the board, articles, or bylaws specify. Creating a committee or delegating to it does not alone satisfy a director's statutory conduct standard (§ 10-825(F)).

Reserved actions

Section 10-825(E) bars the committee from authorizing distributions, handling shareholder-required approvals, amending articles under § 10-1002, changing bylaws, approving a merger plan not requiring shareholders, or setting director compensation. Share reacquisition may follow a board-prescribed formula or method. For share issuance, sale, sale contracts, and class or series terms, the board may give a committee authority within specifically prescribed limits. The same clause permits a bounded grant to an executive officer, who is distinct from a board committee.

Procedure and records

Section 10-825(C) applies the board's meeting, consent, notice, quorum, and voting rules in §§ 10-820–824 to committees. Section 10-824(A)–(C) sets a default majority quorum and majority vote of directors present, subject to its article/bylaw variations and one-third minimum quorum. Section 10-821 permits action without a meeting by consent signed by all members, with the consents included in minutes or filed with corporate records; electronic transmissions qualify. A corporation must keep a record of committee action taken in place of the board (§ 10-1601(A)).

What trips people up

Arizona separates the board's grant of general authority from the specially bounded share-power exception in § 10-825(E)(8). It also bars all committee-authorized distributions under subsection (E)(1); the board-formula exception in subsection (E)(7) concerns share reacquisition, not distributions.

Common questions

May members participate from different locations?

Yes. Through § 10-825(C), § 10-820(B) permits participation by a communication method that lets every participant hear the others simultaneously, unless articles or bylaws provide otherwise. Section 10-820(A) also permits meetings outside Arizona.

When does a unanimous written consent take effect?

Under § 10-821(B), it takes effect when the last member signs unless the consent specifies another effective date.

Statutes and sources

• Ariz. Rev. Stat. § 10-820 — Arizona Legislature. Accessed 2026-09-26.
• Ariz. Rev. Stat. § 10-821 — Arizona Legislature. Accessed 2026-09-26.
• Ariz. Rev. Stat. § 10-824 — Arizona Legislature. Accessed 2026-09-26.
• Ariz. Rev. Stat. § 10-825 — Arizona Legislature. Accessed 2026-09-26.
• Ariz. Rev. Stat. § 10-1601 — Arizona Legislature. Accessed 2026-09-26.