Business Corporation Board Committee Creation and Delegation in Maine

At a glance

Requirements one by one

Creation and membership

Under 13-C M.R.S. § 826(1)–(2), a Maine board may create a committee of one or more directors, unless the Act, articles, or bylaws provide otherwise. Creation and appointment require the greater of a majority of directors in office or the article/bylaw action number, unless the Act provides otherwise. Section 801(2) places corporate affairs under board direction, subject to its stated exceptions.

Delegation and reserved acts

The board, articles, or bylaws specify the extent of committee authority (§ 826(4)). Subsection (5) bars shareholder-required action, filling board or committee vacancies, and changing bylaws. Distributions require a board-prescribed formula, method, or limits. The page marks former paragraphs (D) and (F)–(H) as repealed; the operative list contains no separate share-issuance or merger ban. A committee still needs delegated authority and cannot bypass shareholder-required approval. Subsection (6) says delegation alone does not establish director-conduct compliance.

Procedure and records

Section 826(3) applies board meeting and action provisions to committees. Section 825(1)–(3) ordinarily uses a majority quorum and majority-present vote, with governing-document variations and a one-third quorum floor. Section 822 normally requires every director's signed consent delivered to the corporation for action without a meeting. Section 1601(1) requires permanent records of committee actions in place of the board.

What trips people up

The board may appoint director alternates under § 826(7). Unless the articles, bylaws, or creating resolution provide otherwise, present nondisqualified members may unanimously appoint another director for an absent or disqualified member. That temporary substitute differs from filling a vacancy under subsection (5)(C). Section 826 gives no express committee-created subcommittee route.

Common questions

Can one director serve as the committee?

Yes. Section 826(1) permits one or more board directors, subject to the Act and governing documents.

May a committee approve a distribution?

Only according to a board-prescribed formula or method, or within board-prescribed limits, under § 826(5)(A).

Statutes and sources

• 13-C M.R.S. § 801 — Maine Legislature. Accessed 2026-09-27.
• 13-C M.R.S. § 822 — Maine Legislature. Accessed 2026-09-27.
• 13-C M.R.S. § 825 — Maine Legislature. Accessed 2026-09-27.
• 13-C M.R.S. § 826 — Maine Legislature. Accessed 2026-09-27.
• 13-C M.R.S. § 1601 — Maine Legislature. Accessed 2026-09-27.