Business Corporation Board Committee Creation and Delegation in Missouri
At a glance
| Law and committee scope | Missouri general/business corporation law § 351.330; bylaws-enabled director committee exercising board management power. |
|---|---|
| Creation and approval | Bylaws must provide; majority of whole board designates by resolution (§ 351.330). |
| Membership and appointment | Two or more directors designated by board resolution (§ 351.330). |
| Alternates and changes | § 351.330 designates director members by whole-board resolution and does not set an alternate or vacancy process. |
| Delegated authority | All board management authority only to extent resolution or bylaws provide; board/directors retain chapter responsibility (§ 351.330). |
| Actions reserved elsewhere | § 351.330 grants only specified board authority and gives no separate categorical exclusion list for bylaws, equity or transactions. |
| Subcommittees | § 351.330 gives designation power to the board; it does not expressly authorize committee-created subcommittees. |
| Procedure and oversight | § 351.330 supplies no committee quorum number; § 351.335 permits remote meetings; § 351.340(2) permits unanimous written/electronic consent filed with committee minutes. |
Requirements one by one
Creation and membership
Missouri first requires the bylaws to provide for a committee. A resolution adopted by a majority of the whole board may then designate two or more directors to serve (§ 351.330). The statutory text does not supply an alternate-member or replacement procedure; examine the governing bylaws and board resolution for any additional mechanics.
Delegation and oversight
Section 351.330 lets the committee exercise board management authority only to the extent its resolution or the bylaws provide. Its grant is expressly one of board authority. The section does not itself enumerate special exclusions for bylaw changes, equity, or transactions, so a proposed act still needs to be checked against any shareholder approval or other applicable requirement. Delegation does not relieve the board or its members of responsibility imposed by Chapter 351.
Meetings and records
Section 351.335 allows a committee to meet in or out of Missouri and permits conference telephone or similar participation when everyone can hear one another, unless articles or bylaws provide otherwise. Under § 351.340(2), the committee may act without a meeting if all its members consent in writing or by electronic transmission. The secretary must file the consents with committee meeting minutes in the same paper or electronic form as those minutes. Section 351.330 does not set a numerical committee quorum or ordinary meeting vote.
What trips people up
The two-director minimum and whole-board resolution in § 351.330 differ from many one-director committee statutes.
Common questions
Can a committee be formed by a board vote if the bylaws are silent?
Section 351.330 begins “If the bylaws so provide,” so the bylaw authorization is a condition of the board's designation power.
Does an electronic consent need to be printed?
Section 351.340(2) requires electronic consents to be filed electronically if the committee minutes are maintained electronically; paper minutes call for paper filing.
Statutes and sources
- Mo. Rev. Stat. § 351.330 — Missouri Revisor of Statutes. Accessed 2026-09-26.
- Mo. Rev. Stat. § 351.335 — Missouri Revisor of Statutes. Accessed 2026-09-26.
- Mo. Rev. Stat. § 351.340 — Missouri Revisor of Statutes. Accessed 2026-09-26.
Source links
Every statute quoted above, linked, with the date we checked it.
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