Business Corporation Board Committee Creation and Delegation in Maryland
At a glance
| Law and committee scope | Maryland Corporations and Associations § 2-411; executive and other director committees. |
|---|---|
| Creation and approval | Board appointment follows general § 2-408 meeting vote; charter/bylaws/board-approved agreement may establish standing or event-triggered committees (§ 2-411(a), (e)). |
| Membership and appointment | One or more board directors; special § 2-411(e) arrangements may set composition, qualifications and voting rights while members remain directors. |
| Alternates and changes | Bylaws may let members present, even without quorum, appoint a director for an absent committee member (§ 2-411(c)). |
| Delegated authority | Board may delegate board powers subject to § 2-411(a)(2) exclusions; committee action alone does not discharge a nonmember director's duty (§ 2-411(d)). |
| Actions reserved elsewhere | No stock issuance except board-bounded § 2-411(b) route, shareholder-required recommendation except director election, bylaw amendment, or no-vote merger/share exchange (§ 2-411(a)(2)). |
| Subcommittees | § 2-411 authorizes board committees and standing/event variants, without an express committee-created subcommittee rule. |
| Procedure and oversight | Unanimous written/electronic consent filed with minutes (§ 2-408(c)); remote participation and notice waiver (§ 2-409(c), (d)); voting rights may be set under § 2-411(e). |
Requirements one by one
Creation and membership
Under § 2-411(a)(1), Maryland's board may appoint an executive committee and other committees of one or more directors. Ordinary board meeting action follows § 2-408(a)–(b): a majority of directors present acts at a meeting with a quorum, subject to its statutory and document variations. Section 2-411(e) adds a different path: the charter, bylaws, or a board-approved agreement may establish standing committees or committees triggered by events and set member composition, qualifications, and voting rights. Members under that path must continue to serve as directors.
Alternates and delegation
Bylaws may authorize committee members present, whether or not they constitute a quorum, to appoint another director in place of an absent member (§ 2-411(c)). The board may delegate its powers, but § 2-411(a)(2) reserves stock issuance except as allowed by subsection (b), recommendations of shareholder-required action except director elections, bylaw amendments, and mergers or share exchanges that do not require shareholder approval. Subsection (b) lets a committee set stock terms or authorize issuance only within the board's general authorization setting a maximum number or maximum aggregate offering price or a method for determining it. Delegation or committee action alone does not satisfy a nonmember director's statutory duty (§ 2-411(d)).
Procedure and oversight
Section 2-408(c) permits action without a meeting on unanimous written or electronic consent of committee members entitled to vote, filed with committee minutes. Section 2-409(c)–(d) provides notice-waiver and remote-participation rules for committees, including a simultaneous-hearing condition unless governing documents restrict it.
What trips people up
The stock exception in § 2-411(b) needs a board authorization that sets an issuance ceiling or a method to determine one; a general delegation alone does not supply that structure. The standing-committee path in subsection (e) can set special voting rights but preserves director membership.
Common questions
Can a consent take effect after it is delivered?
Section 2-408(d) allows a future effective time no later than 60 days after delivery. The consenting person must be a director then and must not have revoked the consent.
Can directors have unequal votes on a committee matter?
The charter may assign a director more or less than one vote under § 2-408(e), changing what a statutory majority means. Section 2-411(e) also allows the specified charter, bylaw, or board-approved agreement to set committee-member voting rights.
Statutes and sources
- Md. Code, Corps. & Ass'ns § 2-408 — Maryland General Assembly. Accessed 2026-09-26.
- Md. Code, Corps. & Ass'ns § 2-409 — Maryland General Assembly. Accessed 2026-09-26.
- Md. Code, Corps. & Ass'ns § 2-411 — Maryland General Assembly. Accessed 2026-09-26.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Maryland law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Maryland law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace