CA Corp Code Section 5212


The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Appointments to such committees shall be by a majority vote of the directors then in office, unless the articles or bylaws require a majority vote of the number of directors authorized in or pursuant to the articles or bylaws. The bylaws may authorize one or more such committees, each consisting of two or more directors, and may provide that a specified officer or officers who are also directors of the corporation shall be a member or members of such committee or committees. The board may appoint one or more directors as alternate members of such committee, who may replace any absent member at any meeting of the committee. Such committee, to the extent provided in the resolution of the board or in the bylaws, shall have all the authority of the board, except with respect to:


The approval of any action for which this part also requires approval of the members (Section 5034) or approval of a majority of all members (Section 5033), regardless of whether the corporation has members.


The filling of vacancies on the board or in any committee which has the authority of the board.


The fixing of compensation of the directors for serving on the board or on any committee.


The amendment or repeal of bylaws or the adoption of new bylaws.


The amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable.


The appointment of committees of the board or the members thereof.


The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.


The approval of any self-dealing transaction except as provided in paragraph (3) of subdivision (d) of Section 5233.


A committee exercising the authority of the board shall not include as members persons who are not directors. However, the board may create other committees that do not exercise the authority of the board and these other committees may include persons regardless of whether they are directors.


Unless the bylaws otherwise provide, the board may delegate to any committee powers as authorized by Section 5210, but may not delegate the powers set forth in paragraphs (1) to (8), inclusive, of subdivision (a).


If required by subdivision (e) of Section 12586 of the Government Code, the board shall appoint an audit committee in accordance with that subdivision and for the purposes set forth therein.
Last Updated

Aug. 19, 2023

§ 5212’s source at ca​.gov