Business Corporation Board Committee Creation and Delegation in Nebraska

At a glance

Requirements one by one

Creation and membership

Under § 21-2,100(a)–(b), a Nebraska board may create a committee of one or more directors unless the Act, articles, or bylaws provide otherwise. Creation and appointment require the greater of a majority of directors in office or the article/bylaw action number, unless the Act supplies another rule. Section 21-284(a) has a separate shareholder-agreement exception to the ordinary board requirement.

Delegation and reserved acts

A committee exercises board power only to the extent specified by the board, articles, or bylaws (§ 21-2,100(d)). Subsection (e) bars shareholder-required action, filling board or committee vacancies, and changing bylaws. It allows distributions only under a board-prescribed formula, method, or limits. The committee section contains no separate share-issuance or merger ban; the grant must still be within lawful board authority. Section 21-284(b) places corporate affairs under board oversight, and § 21-2,100(f) says committee delegation alone does not establish director-conduct compliance.

Procedure and records

Section 21-2,100(c) applies board meeting and action provisions to committees. Section 21-299(a)–(c) ordinarily uses a majority quorum and majority-present vote, subject to document variations and a one-third quorum floor. Section 21-296 normally requires signed consent from every director, delivered to the corporation, for action without a meeting. Section 21-2,221(a) requires permanent records of committee actions taken in the board's place.

What trips people up

Section 21-2,100(g) lets the board appoint director alternates. Unless the articles, bylaws, or creating resolution provide otherwise, present nondisqualified members may unanimously appoint a director to substitute for an absent or disqualified member. That temporary substitution differs from the vacancy filling barred by subsection (e)(3). Section 21-2,100 does not expressly authorize committee-created subcommittees.

Common questions

Can a committee consist of one director?

Yes. Section 21-2,100(a) says one or more board directors, subject to the corporation's documents and other applicable Act rules.

May the committee approve a distribution?

Only according to a board-prescribed formula or method, or within board-prescribed limits, under § 21-2,100(e)(1).

Statutes and sources

• Neb. Rev. Stat. § 21-284 — Nebraska Legislature. Accessed 2026-09-26.
• Neb. Rev. Stat. § 21-296 — Nebraska Legislature. Accessed 2026-09-26.
• Neb. Rev. Stat. § 21-299 — Nebraska Legislature. Accessed 2026-09-26.
• Neb. Rev. Stat. § 21-2,100 — Nebraska Legislature. Accessed 2026-09-26.
• Neb. Rev. Stat. § 21-2,221 — Nebraska Legislature. Accessed 2026-09-26.