Delegation of authority Directors of a corporation to a committee of the Board of Directors is authorized for California corporations and for Delaware corporations. However, there are different exceptions to this general rule and the exceptions for California corporations and
Delaware corporations are not coextensive. For example, California does not allow the Board to delegate its authority with respect to the fixing of compensation of directors for board or committee service. California has far more exceptions to the rule than Delaware. Kevin P. Bishop, a legal blogger, provides this table that summarizes the exceptions. Please note the table is based on Delaware General Corporation Law Section 141(c)(2) which is applicable to corporations organized on or after July 1, 1996 (and those incorporated before that date if a majority of the whole board has adopted an election to be governed by paragraph (c)(2)):

Statutory Exceptions to Committee Authority

Cal. (§ 311)	Del. (§ 141(c)(2))
The approval of any action for which the California General Corporations Law also requires shareholders’ approval or approval of the outstanding shares.	Approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the Delaware General Corporations Law to be submitted to the stockholders for approval.
Amendments or repeal of bylaws or the adoption of new bylaws.	Adopting, amending or repealing any bylaw.
The filling of vacancies on the board or in any committee.
The fixing of compensation of the directors for serving on the board or on any committee.
The amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable.
A distribution (§ 166), except at a rate, in a periodic amount or within a price range set forth in the articles or determined by the board.
The appointment of other committees of the board or the members thereof.

The information presented is not intended to be, and does not constitute, “legal advice.” Because each situation varies, and only brief summary information is provided here, you should not use this information as a basis for action unless you have independently verified with your own counsel that it applies to your particular situation.