Business Corporation Board Committee Creation and Delegation in Illinois

At a glance

Requirements one by one

Creation and membership

Under 805 ILCS 5/8.40(a), articles or bylaws must provide for board committees. A majority of the directors may then create one or more committees and appoint board members to them; each committee needs at least one member. The committee members serve at the board's pleasure. Section 8.05(a) places corporate management with the board or under its direction.

Delegation and reserved actions

Section 8.40(c) grants only the board authority specified by board action, articles, or bylaws. A committee may not approve or recommend a shareholder-required action, fill board or committee vacancies, elect or remove officers, fix committee-member pay, change bylaws, or approve a merger plan that does not require shareholders. It cannot authorize distributions except preferred or special-class dividends, and cannot approve share reacquisition except under a board-prescribed formula or method. Share issuance or sale remains outside its authority, but the board may direct it to set specified terms after approving a maximum share count, or to set price and employee allocations under a benefit plan.

Procedure and records

Section 8.40(b) makes a majority of committee members the default quorum and a majority of that quorum sufficient for action, unless the appointment requires more. Subject to bylaws and board action, the committee may set meeting time, place, and notice by majority vote of its members. Section 8.45(a) allows action without a meeting if every committee member signs written consent, unless articles or bylaws prohibit it. Section 8.15(d) permits remote meetings where everyone can hear one another, unless articles or bylaws specifically prohibit them. Section 7.75(a) requires committee minutes.

What trips people up

The creation vote and a later committee vote use different denominators: § 8.40(a) requires a majority of directors to create the committee, while § 8.40(b) permits action by a majority of a committee quorum. The statute permits no committee appointment of its own replacement members; § 8.40(c)(3) bars it from filling committee vacancies. It gives no express model for a committee-created subcommittee or further delegation.

Common questions

Can the committee approve a merger that needs no shareholder vote?

No. Section 8.40(c)(6) expressly reserves that merger-plan approval outside committee authority.

Can a committee decide when it meets?

Yes, subject to bylaws or board action: § 8.40(b) lets a majority of committee members set the time, place, and required notice.

Statutes and sources

• 805 ILCS 5/7.75 — “Sec. 7.75. Corporate records - Examination by shareholders. (a) Each corporation shall keep correct and complete books and records of account…” Illinois General Assembly. Accessed 2026-09-26.
• 805 ILCS 5/8.05 — “Sec. 8.05. Board of directors. (a) Except as provided in Article 2A of this Act, each corporation shall have a board of directors and the…” Illinois General Assembly. Accessed 2026-09-26.
• 805 ILCS 5/8.15 — “Sec. 8.15. Quorum of directors. (a) A majority of the number of directors fixed by the by-laws, or in the absence of a by-law fixing the number…” Illinois General Assembly. Accessed 2026-09-26.
• 805 ILCS 5/8.40 — “Sec. 8.40. Committees. (a) If the articles of incorporation or by-laws so provide, a majority of the directors may create one or more…” Illinois General Assembly. Accessed 2026-09-26.
• 805 ILCS 5/8.45 — “Sec. 8.45. Informal action by directors. (a) Unless specifically prohibited by the articles of incorporation or by-laws, any action required by…” Illinois General Assembly. Accessed 2026-09-26.