Add Formulas and Calculations Legal Delaware By-Laws Forms For Free

As of August 1, 2022, amended Section 102(b)(7) allows a corporation's certificate of incorporation to include a provision exculpating Section 3114(b) officers (including the president, CEO, and CFO) for a breach of the duty of care.

Additionally, while Section 102(b)(7) allows for exculpation from certain breaches of fiduciary duty by such senior officers, as with directors, Section 102(b)(7) does not protect senior officers from personal liability for their breaches of the duty of loyalty, acts or omissions not in good faith, transactions from ...

Delaware corporate bylaws set the rules for the company, including stockholder meeting procedures, stockholder and/or officer duties, voting regulations, day-to-day guidance and more -- all of which help the business run smoothly. Corporate bylaws are required in a majority of U.S. states, Delaware included.

A 2022 amendment to Section 102(b)(7) of the Delaware General Corporation Law (DGCL) permits Delaware corporations to eliminate or limit in their certificates of incorporation, or charters, the personal liability of corporate officers for monetary damages to stockholders for breaches of their fiduciary duty of care.

(a) Any 1 or more corporations of this State may merge or consolidate with 1 or more limited liability companies, unless the laws of the jurisdiction or jurisdictions under which such limited liability company or limited liability companies are formed prohibit such merger or consolidation.

Any person (whether or not then an incorporator or director) may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such ...

Conflict of interest. No director shall be entitled to vote on any matter before the Authority if such director knowingly has a financial interest in the outcome of such matter.

A Delaware public benefit corporation (PBC) is a for-profit corporation intended to produce a public benefit and operate in a responsible and sustainable manner.

4) Amendment of the Bylaws: Unlike the amendments of a Certificate of Incorporation, which are subject to specific requirements under Delaware law, a corporation's bylaws may provide for amendment by the Board of Directors, by the shareholders or by both.