Business Corporation Board Committee Creation and Delegation in Indiana

At a glance

Requirements one by one

Creation and membership

Unless articles or bylaws provide otherwise, Indiana's board may create committees and appoint directors to them (§ 23-1-34-6(a)). Each may have one member, who serves at the board's pleasure. Creation and appointment need the greater of a majority of all directors in office or the document-required board action count under chapter 34, section 5 (§ 23-1-34-6(b)).

Delegation and reserved decisions

The board, articles, or bylaws specify the committee's authority (§ 23-1-34-6(d)). Under subsection (e), it cannot approve shareholder-required actions, fill board or committee vacancies, change bylaws, or approve a merger plan that needs no shareholder vote. Article amendments under IC 23-1-38-2 are barred except to the extent the bounded share-power exception in subsection (e)(7) allows. A board-prescribed formula, method, or range can permit distributions and share reacquisitions; a board-prescribed limit can permit share issuance, sale, contracts for sale, and class or series terms. Subsection (f) says committee action alone does not satisfy a director's conduct standard.

Procedure and records

Section 23-1-34-6(c) applies the board procedure rules in chapter 34, sections 1–5 to committees. Under § 23-1-34-5(a)–(c), the default quorum is a majority and a quorate meeting acts by the majority of directors present, subject to stated document variations. Section 23-1-34-2(a) permits action without a meeting when every member participates in written consent, subject to the documents, and places the signed consents in minutes or corporate records. Section 23-1-52-1(a) requires a permanent record of committee actions taken in place of the board.

What trips people up

The distribution exception in § 23-1-34-6(e)(1) requires a board-prescribed formula, method, or range; a general delegation under subsection (d) does not supply it. The equity exception in subsection (e)(7) also permits a bounded grant to a designated executive officer, separately from committee membership.

Common questions

May a committee meet remotely?

Through § 23-1-34-6(c), the meeting rule in § 23-1-34-1(b) permits a method by which participating directors can hear one another simultaneously, unless articles or bylaws provide otherwise.

When does written consent take effect?

Section 23-1-34-2(b) ordinarily uses the last director's signature, but recognizes a different specified date and a separate electronic-action timing rule.

Statutes and sources

• Ind. Code § 23-1-34-1 — Indiana General Assembly. Accessed 2026-09-26.
• Ind. Code § 23-1-34-2 — Indiana General Assembly. Accessed 2026-09-26.
• Ind. Code § 23-1-34-5 — Indiana General Assembly. Accessed 2026-09-26.
• Ind. Code § 23-1-34-6 — Indiana General Assembly. Accessed 2026-09-26.
• Ind. Code § 23-1-52-1 — Indiana General Assembly. Accessed 2026-09-26.