Business Corporation Board Committee Creation and Delegation in New York
At a glance
| Law and committee scope | Business Corporation Law § 712 governs executive and other board committees of domestic for-profit corporations (§ 102(a)(4)). |
|---|---|
| Creation and approval | Certificate or bylaws must permit committees; board resolution needs a majority of the entire board, counting vacant seats (§§ 702(a), 712(a)). |
| Membership and appointment | One or more directors, designated by the board from its own members (§ 712(a)). |
| Alternates and changes | Board names director alternates for absence/disqualification; committees serve at board pleasure and cannot fill board or committee vacancies (§ 712(a)–(c)). |
| Delegated authority | Board authority to the extent given by the resolution, certificate, or bylaws; committee serves at board pleasure; nonmembers retain their own duties (§ 712(a), (c)). |
| Actions reserved elsewhere | No shareholder-required submissions, board/committee vacancies, director pay, bylaw changes, or protected-resolution changes; no separate equity exclusion in § 712(a). |
| Subcommittees | § 712 addresses board-designated committees but gives no express subcommittee-creation or redelegation authority. |
| Procedure and oversight | Unanimous written consent filed with minutes and remote participation permitted (§ 708(b), (c)); § 712 sets no committee-specific quorum; nonmember duties remain (§ 712(c)). |
Requirements one by one
Creation and membership
N.Y. Bus. Corp. Law § 712(a) requires certificate or bylaw authorization and a board resolution adopted by a majority of the entire board. Section 702(a) defines that count as the number of directors the corporation would have with no vacancies. A five-seat board therefore needs three affirmative votes even if a seat is vacant. The board chooses one or more directors from among its members for each committee. Section 102(a)(4) identifies the domestic for-profit corporation covered by this chapter.
Alternates and changes
The board may name one or more directors as alternates to replace absent or disqualified members at a committee meeting (§ 712(b)). A committee serves at the board's pleasure (§ 712(c)), but it cannot itself fill a vacancy on either the board or a committee (§ 712(a)(2)).
Delegation and reserved actions
A committee receives board authority only to the extent stated in its designation resolution, certificate, or bylaws (§ 712(a)). It cannot submit a matter needing shareholder approval; set director compensation; change bylaws; or alter a board resolution that protects itself from committee amendment. Section 712(a) does not separately prohibit a committee from handling shares or distributions, but the grant and other applicable requirements still control.
Subcommittees and procedure
Section 712 provides for board-designated committees and gives no express power for a committee to form a subcommittee or redelegate its authority. Section 708(b) permits action without a meeting by unanimous written consent of committee members, filed with committee minutes; Section 708(c) permits remote attendance if everyone can hear one another at the same time. Section 712 itself states no committee-specific quorum or meeting-vote threshold.
What trips people up
The creation vote is a majority of the entire board under § 712(a), even though § 707 can allow a lower board-meeting quorum. Board delegation also does not by itself satisfy a nonmember director's duty to the corporation; § 712(c) expressly preserves that distinction.
Common questions
Can the board replace a committee member who is absent?
Yes. Section 712(b) lets the board designate director alternates to serve at a meeting when a member is absent or disqualified.
Can the committee change the bylaws?
No. Section 712(a)(4) expressly keeps bylaw adoption, amendment, and repeal outside committee authority.
Statutes and sources
- N.Y. Bus. Corp. Law § 102 — “(4) "Corporation" or "domestic corporation" means a corporation for profit formed under this chapter, or existing on its effective date and…” New York Senate. Accessed 2026-09-26.
- N.Y. Bus. Corp. Law § 702 — “As used in this article, "entire board" means the total number of directors which the corporation would have if there were no vacancies.” New York Senate. Accessed 2026-09-26.
- N.Y. Bus. Corp. Law § 707 — “Unless a greater proportion is required by the certificate of incorporation, a majority of the entire board shall constitute a quorum for the…” New York Senate. Accessed 2026-09-26.
- N.Y. Bus. Corp. Law § 708(b) — “Unless otherwise restricted by the certificate of incorporation or the by-laws, any action required or permitted to be taken by the board or any…” New York Senate. Accessed 2026-09-26.
- N.Y. Bus. Corp. Law § 708(c) — “Unless otherwise restricted by the certificate of incorporation or the by-laws, any one or more members of the board or any committee thereof…” New York Senate. Accessed 2026-09-26.
- N.Y. Bus. Corp. Law § 712 — “(a) If the certificate of incorporation or the by-laws so provide, the board, by resolution adopted by a majority of the entire board, may…” New York Senate. Accessed 2026-09-26.
Source links
Every statute quoted above, linked, with the date we checked it.
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