Business Corporation Board Committee Creation and Delegation in Rhode Island

At a glance

Requirements one by one

Designation and membership

Under § 7-1.2-808, a Rhode Island board may designate an executive committee or other committees by a resolution adopted by a majority of the full board, unless the articles or bylaws restrict or limit it. Members come from the board; the section states no numeric minimum. The board's general management authority is addressed in § 7-1.2-801.

Delegation and reserved decisions

The resolution, articles, or bylaws set the extent of committee authority under § 7-1.2-808. A committee cannot amend articles, adopt a merger plan, recommend a disposition of all or substantially all assets outside the usual course, recommend voluntary dissolution or revocation, or amend bylaws. The section has no separate distribution or share-issuance prohibition; the committee still needs a valid grant of authority. It expressly says delegation does not relieve the board or its members of responsibility imposed by law.

Meetings and consent

Section 7-1.2-809 applies directly to committee meetings: they may be inside or outside the state, regular meeting notice follows bylaws, special meetings ordinarily need two days' notice, and members may participate through equipment allowing everyone to hear each other unless documents restrict it. Section 7-1.2-810 allows action without a meeting when all committee members consent in writing or electronically and the consents are filed with the minutes. Section 7-1.2-806 states the board's quorum and voting rule; the committee section does not set a separate default.

What trips people up

Section 7-1.2-808 gives no express alternate, temporary substitute, or committee-created subcommittee route. The restriction on major asset dispositions concerns recommending the transaction to shareholders, while the merger-plan ban applies to committee adoption itself.

Common questions

Can a single director serve on a committee?

Section 7-1.2-808 requires designation from board members but does not state a numeric committee minimum. The board resolution and governing documents determine the actual membership.

Can a committee approve a merger plan if shareholders will vote later?

No. Section 7-1.2-808 withholds committee authority to adopt a plan of merger.

Statutes and sources

• R.I. Gen. Laws § 7-1.2-801 — Rhode Island Legislature. Accessed 2026-09-27.
• R.I. Gen. Laws § 7-1.2-806 — Rhode Island Legislature. Accessed 2026-09-27.
• R.I. Gen. Laws § 7-1.2-808 — Rhode Island Legislature. Accessed 2026-09-27.
• R.I. Gen. Laws § 7-1.2-809 — Rhode Island Legislature. Accessed 2026-09-27.
• R.I. Gen. Laws § 7-1.2-810 — Rhode Island Legislature. Accessed 2026-09-27.