Business Corporation Board Committee Creation and Delegation in Texas

At a glance

Requirements one by one

Creation and members

For a domestic for-profit corporation as defined in Tex. Bus. Orgs. Code § 21.002(5), § 21.416(a) first requires authorization in the certificate of formation or bylaws. The board may then designate a committee of one or more directors, and § 21.415(a)'s ordinary board action rule is a majority of directors present at a meeting with a quorum, unless a greater number is required. Section 21.413(a) ordinarily makes a majority of the prescribed board the quorum. The statute supplies no distinct all-directors-in-office vote for committee creation.

Alternates and changes

The board may designate director alternates to replace absent or disqualified committee members at a meeting, subject to board limits (§ 21.416(a)(2)). The board may remove an appointed committee member if it determines removal is in the corporation's best interests (§ 21.416(e)). Section 21.416(c)(8)–(10) prevents the committee from filling its own vacancies, designating alternates, or removing its members; a vacancy on the board is separate.

Delegated authority and reserved decisions

Section 21.416(b) limits committee authority to the resolution, certificate, or bylaws. Under subsection (c), a committee cannot approve a merger, share exchange, or conversion plan; recommend an extraordinary sale of substantially all assets or voluntary winding up; amend bylaws; fill board vacancies; elect or remove officers; or override a protected board resolution. It may amend the certificate only for the share-series changes described there. Subsection (d) permits distributions and share issuances only when expressly authorized by the designation resolution or governing documents.

Subcommittees and procedure

Section 21.406(a) applies any certificate-based unequal director vote to directors voting in a committee or subcommittee. Section 21.416 itself provides no express method for a committee to form a subcommittee or pass along its delegated authority. Sections 6.051 and 6.052 cover committee meeting notice and waiver; § 6.002 permits qualifying remote meetings. Section 6.201 permits committee action without a meeting when everyone entitled to vote signs the written consent. Section 3.151(a)(2) requires committee minutes.

What trips people up

A board authorization is not an unlimited transfer of board power: the resolution and governing documents set its scope, and § 21.416(c) still reserves the listed actions. Section 21.416(f) also says delegation does not relieve the board or a director of responsibilities imposed by law. For certain listed or electing corporations, subsection (g) separately permits a committee of independent and disinterested directors to review and approve specified insider transactions; it does not turn every ordinary committee into that special committee.

Common questions

Can a committee issue shares or approve a distribution?

Yes, if its designation resolution, certificate, or bylaws authorize that action (§ 21.416(d)).

Can a director inspect committee minutes?

Section 3.152(a) gives a governing person the right to examine the entity's books and records for a purpose reasonably related to that person's service, and § 3.151(a)(2) includes committee minutes.

Statutes and sources

• Tex. Bus. Orgs. Code § 21.002 — “(5) "Corporation" or "domestic corporation" means a domestic for-profit corporation subject to this chapter.” Texas Legislative Council. Accessed 2026-09-26.
• Tex. Bus. Orgs. Code § 21.401 — “Sec. 21.401. MANAGEMENT BY BOARD OF DIRECTORS. (a) Except as provided by Section 21.101 or Subchapter O, the board of directors of a corporation…” Texas Legislative Council. Accessed 2026-09-26.
• Tex. Bus. Orgs. Code § 21.406 — “Sec. 21.406. SPECIAL VOTING RIGHTS OF DIRECTORS. (a) The certificate of formation of a corporation may provide that directors, regardless of…” Texas Legislative Council. Accessed 2026-09-26.
• Tex. Bus. Orgs. Code § 21.413 — “Sec. 21.413. QUORUM. (a) A quorum of the board of directors is the majority of the number of directors set or established in the manner provided…” Texas Legislative Council. Accessed 2026-09-26.
• Tex. Bus. Orgs. Code § 21.415 — “Sec. 21.415. ACTION BY DIRECTORS. (a) The act of a majority of the directors present at a meeting at which a quorum is present at the time of…” Texas Legislative Council. Accessed 2026-09-26.
• Tex. Bus. Orgs. Code § 21.416 — “Sec. 21.416. COMMITTEES OF BOARD OF DIRECTORS. (a) If authorized by the certificate of formation or bylaws of a corporation, the board of…” Texas Legislative Council. Accessed 2026-09-26.
• Tex. Bus. Orgs. Code § 6.001 — “Sec. 6.001. LOCATION OF MEETINGS. (a) Meetings of the owners or members of a domestic entity may be held at locations in or outside the state…” Texas Legislative Council. Accessed 2026-09-26.
• Tex. Bus. Orgs. Code § 6.002 — “Sec. 6.002. ALTERNATIVE FORMS OF MEETINGS. (a) Subject to this code and the governing documents of a domestic entity, the owners, members, or…” Texas Legislative Council. Accessed 2026-09-26.
• Tex. Bus. Orgs. Code § 6.051 — “Sec. 6.051. GENERAL NOTICE REQUIREMENTS. (a) Subject to this code and the governing documents of the entity, notice of a meeting of the owners,…” Texas Legislative Council. Accessed 2026-09-26.
• Tex. Bus. Orgs. Code § 6.052 — “Sec. 6.052. WAIVER OF NOTICE. (a) Notice of a meeting is not required to be given to an owner, member, or governing person of a domestic entity,…” Texas Legislative Council. Accessed 2026-09-26.
• Tex. Bus. Orgs. Code § 6.201 — “Sec. 6.201. UNANIMOUS WRITTEN CONSENT TO ACTION. (a) This section applies to any action required or authorized to be taken under this code or…” Texas Legislative Council. Accessed 2026-09-26.
• Tex. Bus. Orgs. Code § 3.151 — “Sec. 3.151. BOOKS AND RECORDS FOR ALL FILING ENTITIES. (a) Each filing entity shall keep: (1) books and records of accounts; (2) minutes of the…” Texas Legislative Council. Accessed 2026-09-26.
• Tex. Bus. Orgs. Code § 3.152 — “Sec. 3.152. GOVERNING PERSON'S RIGHT OF INSPECTION. (a) A governing person of a filing entity may examine the entity's books and records…” Texas Legislative Council. Accessed 2026-09-26.