Business Corporation Board Committee Creation and Delegation in Pennsylvania

At a glance

Requirements one by one

Creation and membership

Under 15 Pa.C.S. § 1731(a)(1), the bylaws or the board may establish a committee of one or more directors, unless the bylaws restrict that route. For a board action, § 1727(a) ordinarily requires a majority of directors in office for a quorum and a majority of those present and voting to act; the bylaws may provide otherwise. A director, and therefore a committee member, must be a natural person of full age (§ 1722(a)).

Alternates and vacancies

The board may designate director alternates to replace an absent or disqualified committee member at a meeting or for action in record form (§ 1731(a)(3)). If the member and alternate are absent or disqualified, the qualified members present may unanimously appoint another director for that meeting, even if they do not make a quorum. The committee serves at the board's pleasure (§ 1731(b)); it cannot create or fill a board vacancy (§ 1731(a)(2)(ii)).

Delegation and reserved actions

A committee has board power only to the extent provided by board action or bylaws (§ 1731(a)(2)). It cannot submit a matter requiring shareholder approval, except an election or removal of directors; create or fill board vacancies; change bylaws; alter a board resolution reserved to the board; or act on a matter given exclusively to another committee. The shareholder-submission exclusion covers Chapter 3 entity transactions when shareholder approval is required. Section 1731 does not separately bar shares or distributions, so any committee role remains subject to its grant and other applicable requirements.

Procedure and subcommittees

Section 1731(c) applies this subpart's board organization and action procedures to committees. Through that rule, § 1727(a) supplies the default committee quorum and majority-present-and-voting rule, while § 1727(b) permits unanimous consent in record form filed with the minutes. Section 1708(a) permits remote attendance when all participants can hear each other, unless bylaws provide otherwise. Section 1731 describes board or bylaw creation of committees but does not separately spell out subcommittee creation, membership, or redelegation.

What trips people up

The rule permitting present members to appoint a temporary substitute in § 1731(a)(3) works even without a quorum. It is a meeting-specific substitution, distinct from filling a vacancy on the board, which § 1731(a)(2)(ii) keeps outside committee power. Section 1729(b) also measures specified director percentages by voting power where directors have multiple or fractional votes.

Common questions

Can a committee approve a merger?

Section 1731(a)(2)(i) prevents a committee from submitting a merger or other Chapter 3 matter for shareholder approval when such approval is required. The committee's own delegated role also depends on the board action or bylaws.

Can members act without a meeting?

Yes. Under §§ 1727(b) and 1731(c), all directors serving on the committee at the action's effective time must consent in record form, and the consents must be filed with committee minutes.

Statutes and sources

• 15 Pa.C.S. § 1708 — “§ 1708. Use of conference telephone or other electronic technology. (a) Incorporators and directors.--Except as otherwise provided in the…” Pennsylvania General Assembly, Chapter 17 PDF. Accessed 2026-09-26.
• 15 Pa.C.S. § 1721 — “§ 1721. Board of directors. (a) General rule.--Unless otherwise provided by statute or in a bylaw adopted by the shareholders, all powers…” Pennsylvania General Assembly, Chapter 17 PDF. Accessed 2026-09-26.
• 15 Pa.C.S. § 1722 — “§ 1722. Qualifications of directors. (a) General rule.--Each director of a business corporation shall be a natural person of full age who,…” Pennsylvania General Assembly, Chapter 17 PDF. Accessed 2026-09-26.
• 15 Pa.C.S. § 1727 — “§ 1727. Quorum of and action by directors. (a) General rule.--Unless otherwise provided in the bylaws, a majority of the directors in office of…” Pennsylvania General Assembly, Chapter 17 PDF. Accessed 2026-09-26.
• 15 Pa.C.S. § 1729 — “§ 1729. Voting rights of directors. (a) General rule.--Unless otherwise provided in a bylaw adopted by the shareholders, every director of a…” Pennsylvania General Assembly, Chapter 17 PDF. Accessed 2026-09-26.
• 15 Pa.C.S. § 1731 — “§ 1731. Executive and other committees of the board. (a) Establishment and powers.--Unless otherwise restricted in the bylaws: (1) The bylaws or…” Pennsylvania General Assembly, Chapter 17 PDF. Accessed 2026-09-26.