Business Corporation Board Committee Creation and Delegation in Kentucky

At a glance

Requirements one by one

Creation and membership

KRS 271B.8-250(1) permits a board to create a committee and appoint one or more of its directors. Subsection (2) requires the greater of a majority of all directors in office or the article/bylaw action number, unless the chapter provides otherwise. A separate indemnification-determination route in KRS 271B.8-550(2)(b) uses a committee of two or more directors who are not parties to the proceeding when a nonparty board quorum cannot be obtained.

Alternates, delegation, and limits

Under KRS 271B.8-250(7), the board may appoint director alternates. Unless the articles, bylaws, or creating resolution provide otherwise, members present and not disqualified may unanimously appoint another director during an absence or disqualification. A committee may exercise board powers only to the extent specified by the board, articles, or bylaws. Subsection (5) bars shareholder-required action, filling board or committee vacancies, and bylaw changes; distributions require a board-prescribed formula, method, or limits. Delegation alone does not establish a director's compliance with the statutory conduct standard (subsection (6)).

Procedure and records

KRS 271B.8-250(3) applies board meeting and action provisions to committees. KRS 271B.8-240 sets the ordinary majority quorum and majority-present vote rules, with stated article/bylaw variations. KRS 271B.8-210 normally requires assent of all directors for action without a meeting. KRS 271B.16-010(1) requires permanent records of committee actions taken in place of the board.

What trips people up

KRS 271B.8-250(7) gives a temporary absent-member substitution rule, while subsection (5)(c) still bars filling a vacancy. Its exclusions do not separately name share issuance or merger; the delegated-power limit and shareholder-approval restriction remain relevant. The section gives the board the committee-creation power but no express committee-created subcommittee route.

Common questions

Can one director serve as the whole committee?

Yes. KRS 271B.8-250(1) permits one (1) or more director members unless the chapter, articles, or bylaws provide otherwise. The separate KRS 271B.8-550(2)(b) committee requires at least two nonparty directors.

Can a committee act by written consent?

KRS 271B.8-250(3) applies the board's action-without-meeting provision to committees. KRS 271B.8-210 ordinarily requires each director's signed consent, unless the articles or bylaws require action at a meeting.

Statutes and sources

• KRS 271B.8-250 — Kentucky Legislature. Accessed 2026-09-26.
• KRS 271B.8-240 — Kentucky Legislature. Accessed 2026-09-26.
• KRS 271B.8-210 — Kentucky Legislature. Accessed 2026-09-26.
• KRS 271B.16-010 — Kentucky Legislature. Accessed 2026-09-26.
• KRS 271B.8-550 — Kentucky Legislature. Accessed 2026-09-26.