Business Corporation Board Committee Creation and Delegation in Mississippi

At a glance

Requirements one by one

Creation and membership

Under § 79-4-8.25(a)–(b), a Mississippi board may create a committee and appoint one or more board directors unless the chapter, articles, or bylaws provide otherwise. Creation and appointment require the greater of a majority of all directors in office or the article/bylaw action number, unless the chapter supplies another rule. Section 79-4-8.01(a) has a separate shareholder-agreement exception to the ordinary board requirement.

Delegation and limits

The board, articles, or bylaws specify how much board power a committee may exercise (§ 79-4-8.25(d)). Subsection (e) bars shareholder-required action, filling board or committee vacancies, and bylaw changes. A committee may approve distributions only under a board-prescribed formula, method, or limits. The 2001 enacted text has no separate share-issuance or merger exclusion; authority must still be delegated and within the board's lawful power. Section 79-4-8.01(b) keeps corporate business under board oversight, and § 79-4-8.25(f) says delegation alone does not establish director-conduct compliance.

Procedure and records

Section 79-4-8.25(c) applies board meeting, consent, notice, and vote provisions to committees. Under § 79-4-8.24(a)–(c), a majority quorum and majority-present vote ordinarily apply, subject to governing-document variations and a one-third quorum floor. Section 79-4-8.21(b) makes all-director signed consent effective on delivery. Section 79-4-16.01(a) requires permanent records of committee actions taken in place of the board.

What trips people up

The board may appoint director alternates. Unless the articles, bylaws, or creating resolution provide otherwise, present nondisqualified members may unanimously choose a director to replace an absent or disqualified member (§ 79-4-8.25(g)); that temporary substitution is distinct from filling a vacancy under subsection (e)(3). The committee section does not expressly authorize a committee-created subcommittee.

Common questions

Is one director enough for a committee?

Yes. Section 79-4-8.25(a) permits one or more board directors, subject to the corporation's documents and other applicable chapter rules.

Can a committee authorize a distribution?

Only according to a formula or method, or within limits, prescribed by the board under § 79-4-8.25(e)(1).

Statutes and sources

• Miss. Code § 79-4-8.01 — Mississippi Legislature. Accessed 2026-09-26.
• Miss. Code § 79-4-8.21 — Mississippi Legislature. Accessed 2026-09-26.
• Miss. Code § 79-4-8.24 — Mississippi Legislature. Accessed 2026-09-26.
• Miss. Code § 79-4-8.25 — Mississippi Legislature. Accessed 2026-09-26.
• Miss. Code § 79-4-16.01 — Mississippi Legislature. Accessed 2026-09-26.