Business Corporation Board Committee Creation and Delegation in Minnesota

At a glance

Requirements one by one

Creation, membership, and board control

A § 302A.241, subdivision 1, resolution needs the affirmative vote of a majority of directors currently holding office. The committee receives board authority only to the extent stated in that resolution. By default, subdivision 2 allows one or more natural persons who need not be directors, appointed by a majority of directors present; articles or bylaws may set a different membership or appointment method. Ordinary committees remain under board direction and control. The statute excepts special litigation committees, which may consist of one or more independent directors or other independent persons, and committees formed under § 302A.673, subdivision 1(d), from that board-control rule. This page does not decide who is independent.

Subcommittees and procedure

Unless the articles, bylaws, or establishing resolution provide otherwise, § 302A.241, subdivision 2a, lets a committee create subcommittees of one or more of its members and pass down any or all committee authority. Subdivision 4 applies §§ 302A.231–.239 to committees. Under § 302A.235, the default quorum is a majority of directors currently holding office, with articles/bylaws able to specify a different proportion or number. Section 302A.237 uses the greater of a majority present or a majority of the minimum quorum for action, subject to larger statutory or article requirements. Section 302A.239 normally requires all members to consent to written action; the articles may allow the meeting-equivalent threshold for actions not requiring shareholder approval.

What trips people up

The § 302A.241 resolution is both the creation instrument and the ceiling on delegated authority. The same section has no general category-by-category list of barred committee actions; any proposed transaction still requires its own statutory and governing-document check. Subdivision 5 requires any committee minutes that exist to be available on request to committee members and any director. Under subdivision 6, delegation or committee action alone does not establish a director's compliance with the statutory conduct standard.

Common questions

Must a committee member be a director?

No. Section 302A.241, subdivision 2, permits a natural person who is not a director unless the articles or bylaws change the membership rule. Subdivision 7 deems committee members directors for §§ 302A.251, 302A.255, and 302A.521.

Can the committee appoint an alternate for an absent member?

Section 302A.241 states no specific alternate or vacancy procedure. Its default appointment vote is by directors present, and the articles or bylaws may set a different appointment method.

Statutes and sources

• Minn. Stat. § 302A.241 — Minnesota Revisor of Statutes. Accessed 2026-09-26.
• Minn. Stat. § 302A.235 — Minnesota Revisor of Statutes. Accessed 2026-09-26.
• Minn. Stat. § 302A.237 — Minnesota Revisor of Statutes. Accessed 2026-09-26.
• Minn. Stat. § 302A.239 — Minnesota Revisor of Statutes. Accessed 2026-09-26.