Business Corporation Board Committee Creation and Delegation in Washington

At a glance

Requirements one by one

Creation and membership

RCW 23B.08.250(1)-(2), as amended by 2025 ch. 4 § 2, lets a Washington board establish committees composed exclusively of one or more directors. Establishment and appointment require the greater of a majority of directors in office or the article/bylaw action number, unless the title or articles provide otherwise. The title, articles, or bylaws may otherwise restrict committee creation. The 2025 amendment replaced the former two-member minimum.

Alternates and temporary substitutes

The board may appoint director alternates under RCW 23B.08.250(5). Present nondisqualified members may unanimously appoint a temporary director substitute only if the articles, bylaws, or creating resolution authorize that route. Subsection (4)(c) separately bars committee filling of board or committee vacancies.

Delegated and reserved powers

Under RCW 23B.08.250(4), a committee may exercise RCW 23B.08.010 board powers only to the extent specified by the board, articles, or bylaws. It cannot approve or propose shareholder-required corporate action, fill vacancies, or change bylaws. Distributions require a formula, method, or limits prescribed by the board. The 2025 amendment removed the former separate exclusions for some merger and share decisions; the listed post-amendment limits do not erase transaction-specific approval requirements. Section 23B.08.010 keeps business under board direction, subject to its stated exceptions.

Procedure and records

RCW 23B.08.250(3) applies §§ 23B.08.200 through .240 to committee members. Under RCW 23B.08.240, majority quorum and majority-present vote ordinarily apply, subject to document variation and a one-third quorum floor. RCW 23B.08.210 requires all directors' executed consents for no-meeting action. RCW 23B.16.010(1) requires a permanent record of corporate action approved by a committee exercising board authority.

What trips people up

The 2025 amendment changed both membership and the reserved-action list in RCW 23B.08.250. Older forms may still say two directors are required or list merger and share actions as express committee exclusions. Read the current grant and any transaction-specific statute before acting.

Common questions

May one director serve alone on a committee?

Yes. RCW 23B.08.250(1) now permits one or more directors, subject to the title and governing documents.

Can committee members replace an absent member themselves?

Only if the articles, bylaws, or creating resolution authorize the unanimous temporary appointment described in RCW 23B.08.250(5).

Can a committee create a subcommittee?

RCW 23B.08.250 addresses committees established by the board; it states no separate committee-created subcommittee power.

Statutes and sources

• RCW 23B.08.010 — Washington Legislature. Accessed 2026-09-27.
• RCW 23B.08.200 — Washington Legislature. Accessed 2026-09-27.
• RCW 23B.08.210 — Washington Legislature. Accessed 2026-09-27.
• RCW 23B.08.240 — Washington Legislature. Accessed 2026-09-27.
• RCW 23B.08.250 — Washington Legislature. Accessed 2026-09-27.
• RCW 23B.16.010 — Washington Legislature. Accessed 2026-09-27.
• 2025 ch. 4 § 2 (SB 5006) — Washington Legislature. Accessed 2026-09-27.