2025 Session Last amended: 2008 session

§ 302A.241 — Committees

Plain-Language Summary

This section authorizes a corporation's board of directors to create committees that can exercise board authority over specific matters. Committees can include a special litigation committee of independent directors or persons to evaluate whether the corporation should pursue legal claims.

302A.241 COMMITTEES.

Subdivision 1.Generally.

A resolution approved by the affirmative vote of a majority of the directors currently holding office may establish committees having the authority of the board in the management of the business of the corporation only to the extent provided in the resolution. Committees may include a special litigation committee consisting of one or more independent directors or other independent persons to consider legal rights or remedies of the corporation and whether those rights and remedies should be pursued. Committees other than special litigation committees and committees formed pursuant to section 302A.673, subdivision 1, paragraph (d), are subject at all times to the direction and control of the board. §

Subd. 2.Membership.

Committee members shall be natural persons. Unless the articles or bylaws provide for a different membership or manner of appointment, a committee shall consist of one or more persons, who need not be directors, appointed by affirmative vote of a majority of the directors present. §

Subd. 2a.Subcommittees.

Unless otherwise provided in the articles, the bylaws, or the resolution of the board establishing the committee, a committee may create one or more subcommittees, each consisting of one or more members of the committee, and may delegate to a subcommittee any or all of the authority of the committee. In this chapter, unless the language or context clearly indicates that a different meaning is intended, any reference to a committee is deemed to include a subcommittee, and any reference to a committee member is deemed to include a subcommittee member. §

Subd. 3.

[Repealed, 1982 c 497 s 73] §

Subd. 4.Procedure.

Sections 302A.231 to 302A.239 apply to committees and members of committees to the same extent as those sections apply to the board and directors. §

Subd. 5.Minutes.

Minutes, if any, of committee meetings shall be made available upon request to members of the committee and to any director. §

Subd. 6.Standard of conduct.

The establishment of, delegation of authority to, and action by a committee does not alone constitute compliance by a director with the standard of conduct set forth in section 302A.251. §

Subd. 7.Committee members deemed directors.

Committee members are deemed to be directors for purposes of sections 302A.251, 302A.255, and 302A.521.

History:

1981 c 270 s 42; 1982 c 497 s 26,27; 1989 c 172 s 5; 1993 c 17 s 20; 2006 c 250 art 1 s 20; 2008 c 233 art 1 s 9

History: History: 1981 c 270 s 42; 1982 c 497 s 26,27; 1989 c 172 s 5; 1993 c 17 s 20; 2006 c 250 art 1 s 20; 2008 c 233 art 1 s 9

Practical Notes

When this applies: When a board of directors wants to delegate authority to a smaller group for efficiency or when the corporation needs an independent committee to evaluate legal claims. Who this affects: Directors, officers, and shareholders. Key points: A majority of current directors must vote to create a committee. Committee members do not need to be directors unless the articles or bylaws require it. Committees remain subject to the board’s direction and control, except for special litigation committees. Committee members owe the same duties of care and loyalty as directors and are entitled to the same protections, including indemnification.

Source: Minnesota Office of the Revisor of Statutes