Business Corporation Board Committee Creation and Delegation in Michigan

At a glance

Requirements one by one

Creation and membership

Mich. Comp. Laws § 450.1527(1) lets the board designate one or more committees, each with one or more directors, unless articles or bylaws provide otherwise. For ordinary board action, § 450.1523(1) makes a majority of directors then in office the default quorum and a majority of those present the default vote, subject to its listed variations.

Alternates and changes

The board may designate director alternates to replace an absent or disqualified member at a committee meeting (§ 450.1527(1)). Bylaws may also let qualified members present unanimously appoint another board member for that meeting, whether or not they make a quorum. A committee and each member serve at the board's pleasure (§ 450.1527(2)); a committee cannot fill a board vacancy (§ 450.1528(1)(f)).

Delegation and reserved decisions

Section 450.1528(1) gives a committee board authority only to the extent stated in a board resolution or bylaws. It cannot amend articles generally, adopt a merger, conversion, or share-exchange agreement, recommend an extraordinary asset sale or dissolution to shareholders, change bylaws, or fill board vacancies. It may prescribe share-series rights under the stated § 450.1302(3) exception. Subsection (2) requires an express grant in the board resolution, articles, or bylaws before a committee declares a distribution or dividend or authorizes share issuance.

Subcommittees, meetings, and records

Unless board resolution, articles, or bylaws provide otherwise, a committee may create a subcommittee of one or more of its members and delegate all or part of its authority (§ 450.1528(3)). Section 450.1523(1) directly sets committee quorum at a majority of members and the meeting vote at a majority present, subject to its document and board-resolution variations. Section 450.1525(1)–(2) permits unanimous written or electronic consent and requires it in the committee minutes. Section 450.1485 requires minutes of an executive committee, if any; it does not state the same general meeting-minute command for every type of committee.

What trips people up

Michigan separates a committee's broad board grant from its equity power: distributions and share issuance need express authority under § 450.1528(2). Its alternate rule also distinguishes a board-designated alternate from a substitute chosen by present members; the latter requires enabling bylaws (§ 450.1527(1)).

Common questions

Can a committee hold a remote meeting?

Yes, unless articles or bylaws restrict it; § 450.1521(3) requires a means of communication that lets all participants communicate with one another.

Can one director serve alone on a committee?

Yes. Section 450.1527(1) permits a committee of one or more directors.

Statutes and sources

• Mich. Comp. Laws § 450.1302(3) — “If the articles of incorporation authorize the board, to the extent that the articles of incorporation have not established classes or series of…” Michigan Legislature, Act 284. Accessed 2026-09-26.
• Mich. Comp. Laws § 450.1485 — “450.1485 Corporate books, records, and minutes. Sec. 485. A corporation shall keep books and records of account and minutes of the proceedings…” Michigan Legislature, Act 284. Accessed 2026-09-26.
• Mich. Comp. Laws § 450.1521 — “(3) Unless otherwise restricted by the articles of incorporation or bylaws, a member of the board or of a committee designated by the board may participate in a meeting by means of conference telephone or other means of remote communication through which all persons participating in the meeting can communicate with the other participants.” Michigan Legislature, Act 284. Accessed 2026-10-10.
• Mich. Comp. Laws § 450.1523 — “450.1523 Quorum; majority vote as constituting action of board. Sec. 523. (1) A majority of the members of the board then in office, or of the…” Michigan Legislature, Act 284. Accessed 2026-09-26.
• Mich. Comp. Laws § 450.1525 — “450.1525 Consent to action of board without meeting. Sec. 525. (1) Unless prohibited by the articles of incorporation or bylaws, action required…” Michigan Legislature, Act 284. Accessed 2026-09-26.
• Mich. Comp. Laws § 450.1527(1) — “450.1527 Committees; designation by board; membership; absence or disqualification of member; terms. Sec. 527. (1) Unless otherwise provided in…” Michigan Legislature, Act 284. Accessed 2026-09-26.
• Mich. Comp. Laws § 450.1527(2) — “(2) A committee, and each member thereof, shall serve at the pleasure of the board.” Michigan Legislature, Act 284. Accessed 2026-09-26.
• Mich. Comp. Laws § 450.1528 — “450.1528 Committees; powers and authority; limitations; subcommittees. Sec. 528. (1) A committee designated under section 527, to the extent…” Michigan Legislature, Act 284. Accessed 2026-09-26.