Business Corporation Board Committee Creation and Delegation in Kansas
At a glance
| Law and committee scope | K.S.A. § 17-6301(c) governs board committees; pre-July 1, 2004 corporations default to (c)(2), later corporations to (c)(3). |
|---|---|
| Creation and approval | Older branch: majority of whole board by resolution. Newer branch: board designation under ordinary board vote default; older corporation may elect newer branch by whole-board majority (§ 17-6301(b), (c)(1)-(3)). |
| Membership and appointment | One or more corporation directors per committee; board designates (§ 17-6301(c)(2)-(3)). |
| Alternates and changes | Board may name director alternates; bylaws may allow present eligible members unanimously to substitute another director even without quorum (§ 17-6301(c)(2)-(3)). |
| Delegated authority | Board resolution or bylaws define extent of board management powers; articles/code may place corporate management elsewhere (§ 17-6301(a), (c)(2)-(3)). |
| Actions reserved elsewhere | Older branch restricts charter changes, specified mergers/asset-sale/dissolution recommendations and bylaws; dividend, stock issue, short-form merger need express authorization. Newer branch bars shareholder-required acts (except director election/removal) and bylaw changes (§ 17-6301(c)(2)-(3)). |
| Subcommittees | Unless articles/bylaws/creating board resolution vary, committee may create a subcommittee of one or more of its members and delegate any or all committee powers (§ 17-6301(c)(4)). |
| Procedure and oversight | Committee/subcommittee majority-serving-director quorum, at least one-third; majority-present vote unless documents/resolutions vary. All-member consent, filed with minutes; remote participation permitted (§ 17-6301(c)(5), (f)(1), (i)). |
Requirements one by one
Creation and the corporation-date branch
K.S.A. § 17-6301(a)-(c), particularly subsection (c)(1), puts corporations formed before July 1, 2004 under subsection (c)(2) unless a majority of the whole board elects subsection (c)(3) by resolution. Later corporations use (c)(3). Both branches allow committees of one or more directors. The older branch expressly requires a resolution passed by a majority of the whole board to designate a committee; the newer branch says the board may designate, with the ordinary board vote rule in subsection (b) supplying the default.
Delegation and reserved decisions
Under § 17-6301(c)(2)–(3), the board resolution or bylaws set the committee's management authority. The older branch excludes specified charter amendments, mergers, substantial-asset sale recommendations, dissolution or revocation recommendations, and bylaw amendments. Its dividend, stock-issuance, and short-form merger powers require express authorization in the resolution, bylaws, or articles; it has a limited stock-series terms exception. The newer branch instead bars actions expressly requiring stockholder approval, other than director election or removal, and bylaw adoption, amendment, or repeal.
Subcommittees and procedure
Unless the articles, bylaws, or designating board resolution say otherwise, § 17-6301(c)(4) permits a committee to create a subcommittee of one or more committee members and delegate any or all of its authority. Subsection (c)(5) sets a majority of serving directors as the usual committee or subcommittee quorum, with a one-third floor, and a majority-present vote unless an allowed document or resolution requires more. Subsection (f)(1) permits action without a meeting on all members' written or electronic consent and requires filing consents with the minutes; subsection (i) permits remote participation when all participants can hear one another.
What trips people up
Under § 17-6301(c)(2)–(3), the board may name director alternates. Bylaws may let present nondisqualified members unanimously choose another director for an absent or disqualified member even without a quorum. This temporary meeting substitution is separate from a permanent committee appointment. The corporation-date branch matters because the older exclusions do not disappear without the whole-board election specified in subsection (c)(1).
Common questions
Can a one-director committee create a subcommittee?
Yes, unless the articles, bylaws, or designating board resolution provide otherwise. Section 17-6301(c)(4) requires at least one member of the parent committee on the subcommittee and permits delegation of any or all committee authority.
Does an older corporation always keep the older limits?
No. Section 17-6301(c)(1) lets a corporation formed before July 1, 2004 elect the newer branch through a resolution adopted by a majority of the whole board.
Statutes and sources
- K.S.A. § 17-6301 — Kansas Revisor. Accessed 2026-09-26.
Source links
Every statute quoted above, linked, with the date we checked it.
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