Business Corporation Board Committee Creation and Delegation in Colorado

At a glance

Requirements one by one

Creation and appointment

Under § 7-108-206(1)–(2), the board may create one or more committees with one or more of its directors unless the bylaws provide otherwise. Creation and appointment need the greater of a majority of all directors in office or the number the bylaws require for board action under § 7-108-205. For an indemnification determination under § 7-109-106(2)(a), a distinct committee route requires at least two disinterested directors appointed by the specified vote of disinterested directors.

Authority and reserved actions

Section 7-108-206(4) gives a committee board authority only to the extent stated in the bylaws or by the board. Its eight exclusions include distributions, shareholder-required acts, filling board or committee vacancies, amending articles, changing bylaws, and approving a no-shareholder-vote conversion or merger. Share reacquisition is permitted only according to a board-prescribed formula or method; share issuance and related terms require specifically prescribed board limits. Under § 7-108-206(5), delegation or committee action alone does not establish that a director met the statutory conduct standard.

Committee procedure and records

Section 7-108-206(3) applies the board's meeting, consent, notice, waiver, quorum, and voting provisions to committees. Under §§ 7-108-202 and 7-108-205, action without a meeting requires all members' written consent unless bylaws require a meeting; the ordinary meeting rule uses a majority quorum and a majority of those present to act, subject to the stated bylaw and statutory variations. Section 7-116-101(1) requires permanent records of actions taken by a committee in place of the board and waivers of committee meeting notices.

What trips people up

A committee cannot use a broad delegation to fill even its own vacancies (§ 7-108-206(4)(c)). The statute gives the board, not a committee, the express creation-and-appointment power; § 7-108-206 contains no express route for a committee to create a subcommittee. The special § 7-109-106 committee is limited to its indemnification-determination setting.

Common questions

Can one director be the whole committee?

Yes for an ordinary committee: § 7-108-206(1) says "one or more" board members. The separate § 7-109-106(2)(a) indemnification route calls for two or more disinterested directors.

Does a committee vote free the other directors from their duties?

No. Section 7-108-206(5) says creation, delegation, or committee action does not alone establish compliance with a director's conduct standard.

Statutes and sources

• C.R.S. § 7-108-206 — Colorado Revised Statutes 2026, Title 7. Accessed 2026-09-26.
• C.R.S. § 7-108-205 — Colorado Revised Statutes 2026, Title 7. Accessed 2026-09-26.
• C.R.S. § 7-108-202 — Colorado Revised Statutes 2026, Title 7. Accessed 2026-09-26.
• C.R.S. § 7-109-106 — Colorado Revised Statutes 2026, Title 7. Accessed 2026-09-26.
• C.R.S. § 7-116-101 — Colorado Revised Statutes 2026, Title 7. Accessed 2026-09-26.