Business Corporation Board Committee Creation and Delegation in Ohio

Short answer Ohio corporate regulations may let directors create an executive or other committee of one or more directors and delegate director authority. The committee remains under the directors’ control, cannot fill board or committee vacancies or change regulations, and may form a subcommittee unless its governing documents or creation resolution provide otherwise.

State

Ohio

Statute checked

September 26, 2026

Sources

2 statutes

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At a glance

Law and committee scope	Ohio Rev. Code § 1701.63 governs executive and other committees of directors.
Creation and approval	Regulations must permit director-created committees; ordinary board action uses majority present with a majority of authorized directors as quorum unless governing rules vary (§§ 1701.62, .63(A)).
Membership and appointment	One or more directors; directors create committee under the regulations and appoint director alternates (§ 1701.63(A), (B)).
Alternates and changes	Directors may appoint director alternates for absent members; committees serve at directors’ pleasure and cannot fill board or committee vacancies (§ 1701.63(A)–(C)).
Delegated authority	Regulations permit delegation of director authority; committee acts only between board meetings and stays under director control and direction (§ 1701.63(A), (C), (F)).
Actions reserved elsewhere	No board/committee vacancy filling or regulation changes; § 1701.63(A) lists no separate share, distribution, or transaction exclusion.
Subcommittees	Committee may create subcommittee of one or more of its members and pass any or all committee power unless articles, regulations, or creation resolution provide otherwise (§ 1701.63(G)).
Procedure and oversight	Committee acts by majority of members at a meeting or all-member signed writing, unless varied; remote meetings allowed if all hear each other (§ 1701.63(C)–(E)).

Requirements one by one

Creation and membership

Ohio Rev. Code § 1701.63(A) permits corporate regulations to provide for director-created executive or other committees of one or more directors. If directors act at a board meeting, § 1701.62 ordinarily requires a majority of the whole authorized board for a quorum and a majority of directors present to act, subject to its stated governing-document and emergency variations.

Alternates, control, and reserved actions

Directors may appoint director alternates to replace absent committee members at a meeting (§ 1701.63(B)). Each committee serves at the directors' pleasure, acts only between board meetings, and remains under their control and direction (§ 1701.63(C)). Although regulations may delegate director authority broadly, subsection (A) excludes filling vacancies on the board or its committees and adopting, amending, or repealing regulations. It states no separate committee ban on shares, distributions, or transactions; only director authority can be passed down.

Subcommittees and voting

Section 1701.63(G) expressly allows a committee to create a subcommittee of one or more committee members and delegate any or all of its powers, unless the articles, regulations, or creation resolution provide otherwise. Under subsection (D), the committee ordinarily acts by a majority of its members at a meeting or by writings signed by all members. Subsection (E) permits a meeting by communications equipment if everyone can hear each other, unless the articles, regulations, or directors prohibit it.

What trips people up

A committee's board-level authority under § 1701.63(F) has effect only within the power actually delegated. Its subcommittee can receive no more than the committee's own authority, and a restriction in the creation resolution can stop further delegation. Section 1701.63(C)'s between-meetings limit also keeps the board's continuing control visible.

Common questions

Can an alternate replace a disqualified committee member?

Section 1701.63(B) expressly covers an absent member. It does not separately specify disqualification as a replacement trigger.

Can committee members approve an action without meeting?

Yes, if all members sign a writing or writings under § 1701.63(D), unless regulations or directors order otherwise.

Statutes and sources

Ohio Rev. Code § 1701.62 — “Sec. 1701.62. Unless the articles or, the regulations adopted by the shareholders, or the regulations adopted by the directors pursuant to…” Ohio General Assembly, enrolled H.B. 301. Accessed 2026-09-26.
Ohio Rev. Code § 1701.63 — “Sec. 1701.63. (A) The regulations may provide for the creation by the directors of an executive committee or any other committee of the…” Ohio General Assembly, enrolled H.B. 301. Accessed 2026-09-26.

Source links

Every statute quoted above, linked, with the date we checked it.

Ohio Rev. Code § 1701.62 · accessed 2026-09-26

Ohio Rev. Code § 1701.63 · accessed 2026-09-26

This page gives general legal information about statutory board committee creation and delegation for an ordinary domestic business corporation. It is not legal advice. The articles, bylaws, board resolutions, and current statute control a particular corporation. The table does not decide whether a person is independent, whether a transaction is valid, or whether directors met their duties. Confirm current official records and seek licensed advice for a specific corporation.

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