Business Corporation Board Committee Creation and Delegation in Utah
At a glance
| Law and committee scope | Utah Revised Business Corporation Act, Utah Code §§ 16-10a-801, -825; ordinary board committees of domestic business corporations. |
|---|---|
| Creation and approval | Unless articles/bylaws provide otherwise, board creates committee and appoints members; approval is greater of majority of all directors in office or articles/bylaws action number under § 824 (§ 825(1)-(2)). |
| Membership and appointment | At least two members, each a director, appointed by board (§ 825(1)); a duly empowered conflict-transaction committee under § 852(1) requires all members to be qualified directors appointed by a majority of qualified directors unless all qualified directors serve. |
| Alternates and changes | Members serve at pleasure of board; board appoints replacements using § 825(2) threshold. Section 825(1)-(5) gives no separate temporary-alternate procedure. |
| Delegated authority | Committee may exercise board authority under § 801 only to extent specified by board, articles, or bylaws (§ 825(4)); committee action alone does not discharge a director’s § 840 standards (§ 825(5)). |
| Actions reserved elsewhere | § 825 contains no categorical share/distribution ban; its grant is limited to board authority. Shareholder approvals still required where applicable for charter amendments, certain mergers/share exchanges, extraordinary asset sales, and post-share dissolution (§§ 1003, 1103, 1202, 1402). Bylaw power is shared or reserved under § 1020. |
| Subcommittees | § 825(1)-(5) addresses board-created committees and contains no express committee-created subcommittee procedure; examine board authorization, articles, and bylaws before further delegation. |
| Procedure and oversight | § 825(3) applies board meeting, notice, consent, quorum, and vote rules to committees. Default quorum is a majority of the fixed/prescribed membership (articles/bylaws may lower to one-third); majority present acts with quorum, and unanimous written consent works without a meeting. § 1601(1) requires records of committee action in place of the board. |
Requirements one by one
Creation and membership
Utah Code § 16-10a-825(1) permits a board to create a committee of at least two directors, unless the articles or bylaws provide otherwise. Members serve at the board's pleasure. Creation and appointment require the greater of a majority of all directors in office or the number the articles or bylaws require for board action under § 16-10a-824. The vote is measured against directors in office, not simply those present.
The conflict-transaction procedure in § 16-10a-852(1) adds a narrower variant: a duly empowered committee must consist entirely of qualified directors, appointed by a majority of qualified directors unless it includes them all. Whether a director is qualified for a specific transaction needs a separate factual analysis.
Delegation and reserved approvals
Under § 16-10a-825(4), a committee exercises board authority only to the extent specified by the board, articles, or bylaws. Section 16-10a-801(2) places corporate powers under board authority and direction, subject to articles and authorized shareholder-agreement limits. Section 825 has no separate categorical list barring share or distribution decisions. Its board-authority grant does not transfer shareholder approvals required by other sections: charter amendments (Utah Code § 16-10a-1003), certain mergers and share exchanges (§ 16-10a-1103), sales of substantially all property outside the ordinary course (§ 16-10a-1202), and dissolution after shares issue (§ 16-10a-1402). The bylaw rule in § 16-10a-1020 preserves shareholder amendment authority and permits a shareholder-only reservation.
Section 825 addresses board-created committees. It does not itself lay out a procedure for a committee to create a subcommittee or appoint subcommittee members. The board's delegation and the governing documents must be examined before treating further delegation as authorized.
Meetings, records, and continuing duties
Section 825(3) applies the board meeting, written-consent, notice, waiver, quorum, and voting provisions to committees. Utah Code § 16-10a-820 permits remote meetings where all directors can hear one another; § 16-10a-822 addresses meeting notice, and § 16-10a-823 addresses waiver. Section 824 ordinarily uses a majority of the fixed or prescribed membership for quorum, with an articles/bylaws reduction no lower than one-third; a majority present may act if quorum exists, absent a greater required vote. Utah Code § 16-10a-821(1) allows unanimous written consent unless governing documents or the chapter provide otherwise. Under Utah Code § 16-10a-1601(1), the corporation keeps a permanent record of committee actions taken in place of the board and committee meeting-notice waivers. Section 825(5) makes clear that delegation or committee action alone does not satisfy an individual director's § 840 conduct standards.
Practical distinctions
A board appointment to an advisory group should not be assumed to carry § 825 board authority. The creation vote, director-membership rule, and scope of the board's actual grant determine whether a statutory committee has been formed and what it may do.
Statutes and sources
- Utah Code Title 16, Chapter 10a, §§ 16-10a-801, -821, -824, -825, -852, -1003, -1020, -1103, -1202, -1402, and -1601. Accessed 2026-09-27.
Source links
Every statute quoted above, linked, with the date we checked it.
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