Corporations Code section 311

The board may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any 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:

(a)

The approval of any action for which this division also requires shareholders’ approval (Section 153) or approval of the outstanding shares (Section 152).

(b)

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

(c)

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

(d)

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

(e)

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

(f)

A distribution (Section 166), except at a rate, in a periodic amount or within a price range set forth in the articles or determined by the board.

(g)

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

Source: Section 311, https://leginfo.­legislature.­ca.­gov/faces/codes_displaySection.­xhtml?lawCode=CORP§ionNum=311.­ (accessed Apr. 24, 2025).

Last Updated

Apr. 24, 2025

§ 311’s source at ca​.gov