Business Corporation Board Committee Creation and Delegation in New Jersey

At a glance

Requirements one by one

Creation and membership

The certificate of incorporation or bylaws must first provide for committees. The board then appoints each committee from its own members by a resolution adopted by a majority of the entire board (§ 14A:6-9(1)). Under § 14A:1-2.1(d), “entire board” counts the number of seats the corporation would have without vacancies, so an empty seat does not lower this approval base. A committee may have a single director.

Alternates and changes

By another majority-of-entire-board resolution, the board may fill a committee vacancy, designate director alternates for an absent or disabled member, remove a committee member with or without cause, or abolish the committee (§ 14A:6-9(2)). An alternate acting for that member has the absent or disabled member's powers.

Delegation and reserved decisions

Section 14A:6-9(1) allows the committee to exercise board authority to the extent stated in the board resolution, certificate, or bylaws. The committee cannot make, alter, or repeal bylaws; elect or appoint a director; remove an officer or director; submit a matter requiring shareholder approval; or change a board resolution that reserves amendment or repeal to the board. The delegation does not relieve the board or any director of responsibility imposed by law (§ 14A:6-9(4)).

Procedure and oversight

Under § 14A:6-7.1(3)–(4), committee quorum is ordinarily participation by members holding a majority of committee votes, and action ordinarily needs a majority of votes of directors present at a quorate meeting. The certificate or bylaws may vary the quorum, but not below one-third of committee votes, and may require a greater action vote. Subsection (5) allows unanimous written or electronic consent, filed with committee minutes, unless the certificate or bylaws provide otherwise.

What trips people up

The report clock in § 14A:6-9(3) covers actions taken at committee meetings. The committee reports to the board at its next meeting; when that board meeting falls within two days after the committee meeting, the report may instead be made at the board's second following meeting.

Common questions

Can committee members create another statutory committee themselves?

Section 14A:6-9(1) places committee appointment with the board. It does not separately grant a committee power to create a subcommittee. A specific proposed delegation needs to be checked against the certificate, bylaws, board resolution, and the statute's reserved actions.

May committee members join remotely?

Section 14A:6-10(3) permits committee participation by conference telephone or another means by which all participants can hear each other, where appropriate facilities are reasonably available, unless the certificate or bylaws provide otherwise.

Statutes and sources

• N.J. Stat. § 14A:1-2.1 — New Jersey Legislature. Accessed 2026-09-26.
• N.J. Stat. § 14A:6-7.1 — New Jersey Legislature. Accessed 2026-09-26.
• N.J. Stat. § 14A:6-9 — New Jersey Legislature. Accessed 2026-09-26.
• N.J. Stat. § 14A:6-10 — New Jersey Legislature. Accessed 2026-09-26.