Business Corporation Board Committee Creation and Delegation in District of Columbia
At a glance
| Law and committee scope | D.C. Business Corporation Act; board-created committees of one or more directors (§§ 29-306.01, 29-306.25). |
|---|---|
| Creation and approval | 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)). |
| Membership and appointment | One or more board members appointed by board (§ 29-306.25(a)). |
| Alternates and changes | 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)). |
| Delegated authority | 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)). |
| Actions reserved elsewhere | 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)). |
| Subcommittees | Section 29-306.25 authorizes board-created committees but supplies no express committee-created subcommittee route. |
| Procedure and oversight | 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). |
Requirements one by one
Creation and membership
D.C. Code § 29-306.25(a) lets the board create committees and appoint one or more of its members, unless the chapter, articles, or bylaws say otherwise. Subsection (b) requires approval by the greater of a majority of directors in office or the action number required by the articles or bylaws under § 29-306.24, unless the chapter provides otherwise.
Alternates and temporary substitutes
Section 29-306.25(g) allows the board to appoint director alternates for absent or disqualified committee members. Unless the articles, bylaws, or creating resolution provide otherwise, the present nondisqualified members may unanimously name another director to act temporarily. Subsection (e)(3) separately bars committees from filling board or committee vacancies.
Delegated and reserved authority
Under § 29-306.25(d), a committee may exercise § 29-306.01 board powers only to the extent specified by the board, articles, or bylaws. Subsection (e) bars committee approval or proposal of shareholder-required action, filling vacancies, and bylaw adoption, amendment, or repeal. A distribution requires a board-prescribed formula, method, or limit. Section 29-306.01(b) places corporate affairs under board direction and oversight, subject to the stated articles and shareholder-agreement exceptions.
Procedure and records
Section 29-306.25(c) applies §§ 29-306.20 through -306.24 to committee members. Under § 29-306.24, a majority is the ordinary quorum and a majority of those present ordinarily acts, while a governing-document quorum may be as low as one-third. Section 29-306.21 requires signed consents in a record delivered by every director unless a meeting is required. Section 29-313.01(a) requires permanent records of committee action taken in place of the board.
What trips people up
Section 29-306.25(f) says committee creation, delegation, or action does not alone establish a director's compliance with the statutory conduct standards. A temporary substitute under subsection (g) is distinct from filling a vacancy under subsection (e)(3).
Common questions
May a committee have one director?
Yes. Section 29-306.25(a) allows one or more board members, subject to the chapter and governing documents.
May a committee create a subcommittee?
Section 29-306.25 addresses committees created by the board; it does not state a separate committee-created subcommittee power.
Who sets distribution limits?
Section 29-306.25(e)(1) requires the board to prescribe the formula, method, or limits.
Statutes and sources
- D.C. Code § 29-306.01 — D.C. Council Code. Accessed 2026-09-27.
- D.C. Code § 29-306.20 — D.C. Council Code. Accessed 2026-09-27.
- D.C. Code § 29-306.21 — D.C. Council Code. Accessed 2026-09-27.
- D.C. Code § 29-306.24 — D.C. Council Code. Accessed 2026-09-27.
- D.C. Code § 29-306.25 — D.C. Council Code. Accessed 2026-09-27.
- D.C. Code § 29-313.01 — D.C. Council Code. Accessed 2026-09-27.
Source links
Every statute quoted above, linked, with the date we checked it.
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