Business Corporation Board Committee Creation and Delegation in Virginia

At a glance

Requirements one by one

Creation and membership

Unless the articles or bylaws provide otherwise, the board may establish committees to perform board functions and appoint two or more directors to each (§ 13.1-689(A)). Establishment and appointment require the greater of a majority of all directors in office or the number required by the articles or bylaws for board action under § 13.1-688 (§ 13.1-689(B)). Committee members serve at the board's pleasure.

Section 13.1-689(F) also permits non-board members on a committee, but they cannot vote on a matter where it performs a board function. The 2026 amendment creates a distinct exception: a committee authorized under subsection D(7) to approve or authorize share issuance, sale, or a sale contract may consist of one or more officers with no director.

Alternates and changes

The board may appoint director alternates for an absent or disqualified member (§ 13.1-689(E)). If no alternate was appointed, qualified committee members present may unanimously appoint another director for the absence or disqualification, unless the articles, bylaws, or committee-establishing board resolution say otherwise. The committee cannot fill a board or committee vacancy under subsection D(2), apart from this temporary substitution rule.

Delegation and reserved decisions

The board, articles, or bylaws specify how much § 13.1-673 board authority a committee receives (§ 13.1-689(D)); § 13.1-673(B) keeps corporate management under board direction and oversight. A committee cannot approve or propose a shareholder-required act, amend articles under § 13.1-706, adopt or change bylaws, or approve a merger plan that needs no shareholder vote. It may authorize a distribution only within a board-prescribed formula, method, or limits. Share issuance, sale, contracts for sale, and class or series terms require board authorization subject to any board-set limits (§ 13.1-689(D)(6)–(7)).

Procedure and records

Section 13.1-689(C) applies board meeting, consent, notice, quorum, and vote provisions in §§ 13.1-684–688 to committees. Under § 13.1-688(A)–(C), the default quorum and vote rules are a majority quorum and a majority vote of directors present, subject to the statute's document variations. Section 13.1-685 allows signed unanimous consent for action without a meeting, including electronic transmissions. Section 13.1-770(A) requires a record of committee action taken in place of the board, and § 13.1-690(A) expressly includes committee service within a director's duties.

What trips people up

The officer-only share committee in § 13.1-689(F) is tied to the board-authorized share power in subsection D(7). The rule permitting non-board participants generally does not give them a vote on other board functions.

Common questions

Can a committee form a subcommittee?

Section 13.1-689 gives the board the committee-establishment power and does not expressly authorize committee-created subcommittees. Check the particular delegation and governing documents before treating a smaller group as able to exercise board authority.

May a committee meet by telephone?

Yes, if all participating directors can hear one another and the articles or bylaws do not provide otherwise; § 13.1-684(B) applies to committees through § 13.1-689(C).

Statutes and sources

• Va. Code § 13.1-673 — Virginia General Assembly. Accessed 2026-09-26.
• Va. Code § 13.1-684 — Virginia General Assembly. Accessed 2026-09-26.
• Va. Code § 13.1-685 — Virginia General Assembly. Accessed 2026-09-26.
• Va. Code § 13.1-688 — Virginia General Assembly. Accessed 2026-09-26.
• Va. Code § 13.1-689 — Virginia General Assembly. Accessed 2026-09-26.
• Va. Code § 13.1-690 — Virginia General Assembly. Accessed 2026-09-26.
• Va. Code § 13.1-770 — Virginia General Assembly. Accessed 2026-09-26.