Business Corporation Board Committee Creation and Delegation in California

At a glance

Requirements one by one

Creation and membership

Cal. Corp. Code § 311 requires a board resolution approved by a majority of the authorized number of directors to designate a committee. Each committee must have two or more directors. Appointing committee members or director alternates requires the same majority-of-authorized-directors vote. A vacancy does not reduce that denominator: if five board seats are authorized, three affirmative votes are needed.

Alternates and delegated authority

The board may name one or more director alternates to replace absent committee members at a meeting (§ 311). A committee serves at the board's pleasure and receives board authority only to the extent stated in the resolution or bylaws. It cannot fill vacancies on the board or a committee or appoint another board committee or its members.

Reserved decisions

Section 311 keeps shareholder-required approvals, director compensation, bylaw changes, and board resolutions protected against committee amendment outside committee authority. A committee also cannot authorize an open-ended distribution. It may act on a distribution at a rate, periodic amount, or price range set in the articles or by the board. The section does not state a separate general prohibition on share issuance or transactions; any authority still depends on the committee's grant and the corporation's other approval requirements.

Procedure and records

Section 307(c) applies the board's meeting, quorum, vote, and written-consent rules to committees. Ordinarily a majority of the authorized number is a quorum, and a majority of those present can act (§ 307(a)(7)–(8)). Written action generally requires every serving member's consent and a quorum of members serving; § 307(b) contains a specific written-abstention route for interested or common directors. Section 1500 requires minutes of committee proceedings. Section 309(a) continues to apply the director conduct standard to committee service.

What trips people up

A committee cannot create another board committee or name its members (§ 311(g)); passing board power down to a committee-created subcommittee would conflict with that express limit. The designation and appointment vote is also measured against authorized board seats, while later committee business uses the procedure imported by § 307(c).

Common questions

Can a one-director board designate a one-person committee?

No. Section 311 requires two or more directors on each board committee.

May an alternate replace a disqualified member?

Section 311 expressly permits director alternates to replace an absent member at a meeting. It does not separately identify disqualification as a replacement ground.

Statutes and sources

• Cal. Corp. Code § 307 — “(a) Unless otherwise provided in the articles or, subject to paragraph (5) of subdivision (a) of Section 204, in the bylaws, all of the…” California Legislative Counsel code. Accessed 2026-09-26.
• Cal. Corp. Code § 309 — “(a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may…” California Legislative Counsel code. Accessed 2026-09-26.
• Cal. Corp. Code § 311 — “The board may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of…” California Legislative Counsel code. Accessed 2026-09-26.
• Cal. Corp. Code § 1500 — “Each corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders,…” California Legislative Counsel code. Accessed 2026-09-26.