Business Corporation Board Committee Creation and Delegation in Wyoming

At a glance

Requirements one by one

Creation and membership

Wyo. Stat. § 17-16-825(a)-(b) lets the board create committees and appoint one or more board members to each, unless the act, articles, or bylaws provide otherwise. The creation and appointment vote is the greater of a majority of all directors in office or the number required by the articles or bylaws for action under § 17-16-824.

Alternates and temporary substitutes

Section 17-16-825(g) allows the board to appoint director alternates for absent or disqualified committee members. Unless the articles, bylaws, or creating resolution say otherwise, present members qualified to vote may unanimously appoint another director to act temporarily. Filling a vacancy is a separate action governed by subsection (e)(iii).

Delegation and specifically authorized actions

Under § 17-16-825(d), a committee may exercise § 17-16-801 board powers only to the extent specified by the board, articles, or bylaws. Subsection (e) requires specific board authorization before a committee handles distributions, shareholder-required approvals or proposals, board or committee vacancies, or bylaw adoption, amendment, or repeal. Even with that authorization, a distribution must follow a formula, method, or limits prescribed by the board. Section 17-16-801(b) keeps business under board direction and oversight, subject to its stated exceptions.

Procedure and records

Section 17-16-825(c) applies §§ 17-16-820 through -824 to committee members. Section 17-16-824 ordinarily uses a majority quorum and majority-of-present vote, and allows governing documents to lower quorum no further than one-third. Section 17-16-821 allows written or electronic action by the requisite number; when fewer than all directors consent, the corporation must notify nonconsenting or nonvoting directors within ten days. Section 17-16-1601(a) requires a permanent record of committee action taken in place of the board.

What trips people up

The opening phrase of § 17-16-825(e) makes the listed restrictions conditional on specific board authorization. Its distribution clause adds a second requirement: board-prescribed bounds. Section 17-16-825(f) says committee creation, delegation, or action alone does not establish director conduct compliance.

Common questions

Can one director make up a committee?

Yes. Section 17-16-825(a) permits one or more board members, subject to the act and governing documents.

Can a committee create a subcommittee?

Section 17-16-825 addresses board-created committees; it does not state a separate power for a committee to create a subcommittee.

Can the committee fill its own vacancy?

Only if the board specifically authorizes that action under § 17-16-825(e)(iii); a temporary substitute under subsection (g) is a different route.

Statutes and sources

• Wyo. Stat. § 17-16-801 — Wyoming Legislature. Accessed 2026-09-27.
• Wyo. Stat. § 17-16-820 — Wyoming Legislature. Accessed 2026-09-27.
• Wyo. Stat. § 17-16-821 — Wyoming Legislature. Accessed 2026-09-27.
• Wyo. Stat. § 17-16-824 — Wyoming Legislature. Accessed 2026-09-27.
• Wyo. Stat. § 17-16-825 — Wyoming Legislature. Accessed 2026-09-27.
• Wyo. Stat. § 17-16-1601 — Wyoming Legislature. Accessed 2026-09-27.