Business Corporation Board Committee Creation and Delegation in Massachusetts
At a glance
| Law and committee scope | Massachusetts Business Corporation Act c. 156D, § 8.25; board committees of director members. |
|---|---|
| Creation and approval | Board creates/appoints unless articles/bylaws vary; greater of directors-in-office majority or document-required § 8.24 vote (§ 8.25(a), (b)). |
| Membership and appointment | One or more directors appointed by board; each member serves at board pleasure (§ 8.25(a)). |
| Alternates and changes | Committee members serve at board pleasure; committee cannot change board size, remove directors, or fill board vacancies (§ 8.25(a), (e)(3)). |
| Delegated authority | Board authority to extent specified by board, articles, or bylaws; delegation alone does not satisfy director conduct standard (§ 8.25(d), (f)). |
| Actions reserved elsewhere | No distributions, shareholder-required acts, board-size/director changes, certain charter amendments or bylaws; reacquisition only by board formula/method; no separate issuance or merger exclusion in § 8.25(e). |
| Subcommittees | § 8.25 authorizes board-appointed committees; it does not separately grant committee-created subcommittee or redelegation power. |
| Procedure and oversight | Board procedure §§ 8.20–8.24 applies to committees; unanimous consent and record of actions in place of board; director conduct caveat (§§ 8.25(c), (f), 8.21, 8.24, 16.01(a)). |
Requirements one by one
Creation and membership
Unless articles of organization or bylaws provide otherwise, the board may create one or more committees and appoint its directors to them (§ 8.25(a)). A committee may have one director, and members serve at the board's pleasure. Section 8.25(b) requires creation and appointment to pass by the greater of a majority of directors in office or the vote required by articles or bylaws for action under § 8.24.
Delegation and reserved decisions
A committee may exercise board authority only to the extent the board, articles, or bylaws specify (§ 8.25(d)). Subsection (e) bars it from authorizing distributions; approving or proposing shareholder-required action; changing board size, removing directors, or filling board vacancies; amending articles under § 10.02; or adopting, amending, or repealing bylaws. It may authorize a share reacquisition only under a board-prescribed formula or method. Creating or delegating to a committee does not alone satisfy a director's conduct standard (§ 8.25(f)).
Procedure and records
Section 8.25(c) applies board meeting, consent, notice, quorum, and voting rules in §§ 8.20–8.24 to committees. Under § 8.24(a)–(c), the default is a majority quorum and the majority vote of directors present at a quorate meeting, subject to its article/bylaw variations. Section 8.21(a) permits unanimous written or electronic consent without a meeting when the documents do not require a meeting, with consents kept in minutes or corporate records. Section 16.01(a) requires a permanent record of committee actions taken in place of the board.
What trips people up
The committee section distinguishes distributions from reacquisitions: § 8.25(e)(1) bars the former, while § 8.25(e)(6) allows the latter under a board formula or method.
Common questions
When is a unanimous consent effective?
Section 8.21(b) makes it effective when the last director signs or delivers consent, unless the consent sets another effective date.
Can a committee issue shares?
Section 8.25(e) does not list share issuance among its express exclusions. Whether a particular committee has that authority turns on the board's grant, articles, bylaws, and other applicable provisions; subsection (d) does not itself supply an unlimited grant.
Statutes and sources
- Mass. Gen. Laws ch. 156D, § 8.21 — Massachusetts General Court. Accessed 2026-09-26.
- Mass. Gen. Laws ch. 156D, § 8.24 — Massachusetts General Court. Accessed 2026-09-26.
- Mass. Gen. Laws ch. 156D, § 8.25 — Massachusetts General Court. Accessed 2026-09-26.
- Mass. Gen. Laws ch. 156D, § 16.01 — Massachusetts General Court. Accessed 2026-09-26.
Source links
Every statute quoted above, linked, with the date we checked it.
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