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    Subdivision 1. Generally. A resolution approved by the affirmative vote of a majority of
the board 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    Subd. 3.[Repealed, 1982 c 497 s 73]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

Official Publication of the State of Minnesota
Revisor of Statutes