Business Corporation Board Committee Creation and Delegation in Florida

At a glance

Requirements one by one

Creation, membership, and changes

Fla. Stat. § 607.0825(1) permits an executive committee or another board committee, but requires members to be directors. Subsection (2) measures the creation, appointment, removal, and dissolution vote against all directors in office unless the chapter, articles, or bylaws provide otherwise. With five directors in office, that default needs three affirmative votes, even if fewer attend a particular meeting.

Alternates and temporary substitutes

Under § 607.0825(6), the board may name director alternates to fill a committee vacancy or replace a member who is absent or disqualified. Present, non-disqualified members may unanimously appoint another director for that member's absence or disqualification only if the articles, bylaws, or creation resolution authorize this temporary route. The committee itself cannot fill a board or committee vacancy under subsection (4)(c).

Authority and reserved actions

Section 607.0825(4) ties committee power to the board's § 607.0801 authority. It bars committee action on shareholder-required matters and bylaws. Share reacquisition is different: the committee may authorize it only under a board-prescribed formula, method, or limit. The same section does not supply a separate power for a committee to create a subcommittee.

Procedure, records, and oversight

Section 607.0825(3) applies the board's meeting, notice, waiver, quorum, and vote provisions in §§ 607.0820–.0824 to committees. Section 607.0821 permits action without a meeting through written consents signed by every committee member and delivered to the corporation. Section 607.1601(1)(e) requires records of committee meeting minutes and action without a meeting. Delegation or committee action alone does not establish a director's compliance with the conduct standard (§ 607.0825(5)).

What trips people up

The committee-creation vote and a committee's vote on later business use different rules. The former uses the all-directors-in-office count in § 607.0825(2). For later committee business, § 607.0824's quorum and vote rules apply through § 607.0825(3), subject to their stated governing-document variations.

Common questions

May committee members join a meeting remotely?

Under § 607.0820(4), applied to committees by § 607.0825(3), the board may permit participation by a means through which all participants simultaneously hear one another, unless the articles or bylaws provide otherwise.

Does a special committee meeting need notice?

Section 607.0822(2), applied by § 607.0825(3), requires at least two days' notice of a special meeting unless the articles or bylaws set a longer or shorter period. Section 607.0823 supplies the waiver rule.

Statutes and sources

• Fla. Stat. § 607.0801 — “All corporate powers shall be exercised by or under the authority of the board of directors of the corporation”. Florida Legislature, Chapter 607. Accessed 2026-09-26.
• Fla. Stat. § 607.0820 — “Meetings of the board of directors may be called by the chair of the board or by the president unless otherwise provided in the articles of incorporation or the bylaws.” Florida Legislature, Chapter 607. Accessed 2026-09-26.
• Fla. Stat. § 607.0821 — “action required or permitted by this chapter to be taken at a board of directors’ meeting or committee meeting may be taken without a meeting if the action is taken by all members of the board or of the committee.” Florida Legislature, Chapter 607. Accessed 2026-09-26.
• Fla. Stat. § 607.0822 — “special meetings of the board of directors must be preceded by at least 2 days’ notice of the date, time, and place of the meeting.” Florida Legislature, Chapter 607. Accessed 2026-09-26.
• Fla. Stat. § 607.0823 — “Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting.” Florida Legislature, Chapter 607. Accessed 2026-09-26.
• Fla. Stat. § 607.0824 — “If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors”. Florida Legislature, Chapter 607. Accessed 2026-09-26.
• Fla. Stat. § 607.0825 — “Such committees shall be composed exclusively of one or more directors.” Florida Legislature, § 607.0825. Accessed 2026-09-26.
• Fla. Stat. § 607.1601 — “Minutes of all meetings of, and records of all actions taken without a meeting by, its shareholders, its board of directors, and any board committees established under s. 607.0825”. Florida Legislature, Chapter 607. Accessed 2026-09-26.