Business Corporation Board Committee Creation and Delegation in Montana
At a glance
| Law and committee scope | Montana Business Corporation Act § 35-14-825; director-only board committees. |
|---|---|
| Creation and approval | Board establishes/appoints unless chapter/articles/bylaws vary; greater of in-office majority or article/bylaw action number, with chapter/article exception (§ 35-14-825(1)-(2)). |
| Membership and appointment | One or more directors exclusively, appointed by board (§ 35-14-825(1)). |
| Alternates and changes | Board may name director alternates; documents/resolution may allow unanimous temporary director substitute; committee cannot fill board/committee vacancies (§ 35-14-825(4)(c), (5)). |
| Delegated authority | Board, articles, or bylaws specifies extent of § 35-14-801 board powers; corporate business remains under board oversight (§ 35-14-825(4)). |
| Actions reserved elsewhere | Distributions only by board bounds; shareholder-required acts, vacancies, bylaws, and all merger plans barred. Reacquisition needs board formula/method; share issuance/class terms need specific board limits (§ 35-14-825(4)). |
| Subcommittees | § 35-14-825 authorizes board committees and alternates; it gives no express committee-created subcommittee or redelegation route. |
| Procedure and oversight | Board meeting/consent rules apply; majority quorum/vote defaults with one-third quorum floor, all-director delivered consent, and committee meeting/action records (§§ 35-14-821, -824, -825(3), -1601(1)(e)). |
Requirements one by one
Creation and membership
Under § 35-14-825(1)–(2), a Montana board may establish a committee composed exclusively of one or more directors, unless the chapter, articles, or bylaws provide otherwise. Establishment and appointment require the greater of a majority of directors in office or the article/bylaw action number, subject to the stated chapter or articles exception.
Delegation and reserved acts
Section 35-14-825(4) lets a committee exercise board power only to the extent specified by the board, articles, or bylaws. It bars shareholder-required action, filling board or committee vacancies, changing bylaws, and approving any merger plan, including one without shareholder approval. Distributions need a board-prescribed formula, method, or limits; reacquisitions need a board formula or method. Share issuance, sale, and class or series terms need limits specifically prescribed by the board. Section 35-14-801(2) keeps corporate business under board direction and oversight, subject to its stated exceptions.
Procedure and records
Section 35-14-825(3) applies board meeting and action provisions to committees. Under § 35-14-824(1)–(3), a majority quorum and majority-present vote ordinarily apply, subject to document variations and a one-third quorum floor. Section 35-14-821 generally requires every director's signed consent delivered to the corporation for action without a meeting. Section 35-14-1601(1)(e) requires minutes and action-without-meeting records for board committees.
What trips people up
The board may appoint director alternates under § 35-14-825(5). Present nondisqualified members may unanimously appoint a temporary director substitute only if the articles, bylaws, or creating resolution authorizes it. This differs from filling a vacancy, which subsection (4)(c) bars. The section gives no express committee-created subcommittee route.
Common questions
May a one-director committee act?
Yes. Section 35-14-825(1) permits one or more directors, subject to governing documents and the chapter.
Can a committee approve a merger plan that needs no shareholder vote?
No. Section 35-14-825(4)(e) bars committee approval of a merger plan, including plans not requiring shareholder approval.
Statutes and sources
- Mont. Code Ann. § 35-14-801 — Montana Legislature. Accessed 2026-09-27.
- Mont. Code Ann. § 35-14-821 — Montana Legislature. Accessed 2026-09-27.
- Mont. Code Ann. § 35-14-824 — Montana Legislature. Accessed 2026-09-27.
- Mont. Code Ann. § 35-14-825 — Montana Legislature. Accessed 2026-09-27.
- Mont. Code Ann. § 35-14-1601 — Montana Legislature. Accessed 2026-09-27.
Source links
Every statute quoted above, linked, with the date we checked it.
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