Enter to open, tab to navigate, enter to select
Board and Stockholder Resolutions Toolkit (DE Corporation)
Practical Law Toolkit w-032-9594 (Approx. 12 pages)
Board and Stockholder Resolutions Toolkit (DE Corporation)
by Practical Law Corporate & Securities
| Maintained • Delaware, USA (National/Federal) |
A collection of board and stockholder resolutions for Delaware corporations that can be included in board or stockholder minutes or written consents.
The business and affairs of a corporation are managed by its board of directors. This power is codified in Section 141(a) of the Delaware General Corporation Law (DGCL) and by similar statutes in other states (DGCL § 141(a)). The board discharges this responsibility by:
- Appointing officers to run the day-to-day operations of the corporation, propose strategies and objectives, and implement corporate plans.
- Supervising those officers.
- Making major decisions for the corporation (such as, selling the company or entering into a significant joint venture).
State law permits and corporate charters typically authorize the board to delegate any of its powers to a committee of directors. However, many state statutes restrict the activities that a committee of less than an entire board can conduct. Board committees have significant power under Delaware law. A duly appointed committee (such as a compensation or nominating committee) holds all powers delegated to it by the full board (or as otherwise provided for in the certificate of incorporation or by-laws), other than the power to:
- Approve, adopt, or recommend to the stockholders any action or matter (other than the election or removal of directors) expressly required by Delaware law to be approved by the stockholders.
- Adopt, amend, or repeal any of the corporation's by-laws.
The corporation's stockholders have two fundamental rights:
- To elect directors to the board.
- To exit the corporation by selling their shares.
While the stockholders do not manage the corporation themselves, they have limited statutory consent rights to approve certain fundamental transactions (for example, see Corporate and LLC Consents Required for Mergers and Acquisitions Checklist).
Actions by the board, board committee, or stockholders can be taken at a meeting or by written consent. The resolutions in this Toolkit are included in written consents formatted as standard documents or as stand-alone resolutions formatted as standard clauses that can be inserted into board or stockholder minutes or a written consent, such as.
For further information on preparing minutes, see Preparing Minutes: Checklist.