Business Corporation Board Committee Creation and Delegation in North Dakota
At a glance
| Law and committee scope | North Dakota Business Corporation Act; board committees under § 10-19.1-48, including a distinct special litigation committee variant (§§ 10-19.1-32, -48). |
|---|---|
| Creation and approval | Resolution approved by majority of directors currently holding office; authority limited to resolution (§ 10-19.1-48(1)). |
| Membership and appointment | Default one or more individuals, appointed by board, who need not be directors; articles/bylaws may change membership or appointment; special litigation committee uses independent directors or persons (§ 10-19.1-48(1)-(2)). |
| Alternates and changes | Section 10-19.1-48 gives no separate alternate, temporary-substitute, or committee-vacancy procedure; articles/bylaws may change appointment method. |
| Delegated authority | Board-management authority only to extent in resolution; ordinary committees remain under board direction/control; special litigation committee is excepted from that express control sentence (§ 10-19.1-48(1)). |
| Actions reserved elsewhere | Section 10-19.1-48 has no general list of reserved shareholder, bylaw, equity, or transaction acts; committee authority remains limited by its resolution and applicable chapter provisions (§§ 10-19.1-31, -48). |
| Subcommittees | Unless articles, bylaws, or establishing resolution say otherwise, committee may create subcommittees of one or more of its members and delegate any or all of its authority (§ 10-19.1-48(7)). |
| Procedure and oversight | Board meeting, absent-director, and quorum sections apply; default quorum is majority currently in office; committee minutes, if any, available to members/directors on request; delegation alone does not satisfy director conduct standard (§§ 10-19.1-43 to -45, -48(3)-(5)). |
Requirements one by one
Resolution, membership, and the special committee
Section 10-19.1-48(1) requires a resolution approved by a majority of directors currently holding office and confines committee board authority to what that resolution grants. Subsection (2) defaults to one or more individual members appointed by the board; they need not be directors, and the articles or bylaws may set another membership or appointment method. The statute separately permits a special litigation committee of independent directors or other independent persons. It does not make an independence finding for any particular person.
Board control and subcommittees
Under § 10-19.1-48(1), committees other than special litigation committees are subject at all times to board direction and control. Subsection (7) lets a committee create one or more subcommittees of its own members and delegate any or all of its authority unless the articles, bylaws, or establishing resolution provide otherwise. Its committee references generally include subcommittees.
Procedure and records
Section 10-19.1-48(3) applies the board meeting, absent-director, and quorum rules in §§ 10-19.1-43 through -45 to committee members. The ordinary quorum is a majority of members currently holding office, subject to article/bylaw variation (§ 10-19.1-45). Section 10-19.1-48(4) requires committee minutes, if any, to be available on request to committee members and any director. The corporation keeps three years of board proceeding records under § 10-19.1-84(2)(b).
What trips people up
Section 10-19.1-48 does not give committees every board power automatically: the resolution defines the grant. It also says creation, delegation, or committee action alone does not establish a director's compliance with the statutory conduct standard. Board voting under § 10-19.1-46 is separate from the express majority-of-directors-in-office threshold for creating a committee.
Common questions
Must every committee member be a director?
No. Section 10-19.1-48(2) defaults to individual members who need not be directors, subject to the articles or bylaws.
May a committee create a subcommittee without another board vote?
Section 10-19.1-48(7) permits it unless the articles, bylaws, or establishing resolution provide otherwise. A subcommittee's authority cannot exceed what the committee delegates.
Must a committee keep minutes?
Section 10-19.1-48(4) addresses minutes, if any, and makes them available to members and directors on request; it does not itself mandate minutes of every meeting.
Statutes and sources
- N.D. Cent. Code § 10-19.1-31 — North Dakota Legislature. Accessed 2026-09-27.
- N.D. Cent. Code § 10-19.1-32 — North Dakota Legislature. Accessed 2026-09-27.
- N.D. Cent. Code § 10-19.1-43 — North Dakota Legislature. Accessed 2026-09-27.
- N.D. Cent. Code § 10-19.1-44 — North Dakota Legislature. Accessed 2026-09-27.
- N.D. Cent. Code § 10-19.1-45 — North Dakota Legislature. Accessed 2026-09-27.
- N.D. Cent. Code § 10-19.1-46 — North Dakota Legislature. Accessed 2026-09-27.
- N.D. Cent. Code § 10-19.1-47 — North Dakota Legislature. Accessed 2026-09-27.
- N.D. Cent. Code § 10-19.1-48 — North Dakota Legislature. Accessed 2026-09-27.
- N.D. Cent. Code § 10-19.1-84 — North Dakota Legislature. Accessed 2026-09-27.
Source links
Every statute quoted above, linked, with the date we checked it.
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