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Excepting the above, Delaware courts have consistently held that a corporation's governing documents cannot increase the percentage vote required to remove a director, provide the directors with the ability to remove one of their peers, or, except in very limited circumstances, limit the shareholders' discretion by ...

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the ...

Section 145 of the Delaware General Corporation Law (DGCL) allows corporations to protect present and former directors and officers from expenses incurred in connection with litigation arising from actions taken in service to the company or at the company's direction.

A General Corporation can have as many shareholders as it sees fit. With a Close Corporation, there are restrictions on the sale or transfer of stock. The sale or transfer of stock in a Close Corporation can be restricted by the Right of First Refusal clause.

Section 141 of the Delaware general corporation law sets forth the rules related to the board of directors such as how many directors a corporation is required to have, what their powers are, how the board can take corporate action, and how directors can be removed.

§ 276. Dissolution of nonstock corporation; procedure. (a) Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform all the acts necessary for dissolution which are required by § 275 of this title to be performed by the board of directors of a corporation having capital stock.

The board of a Delaware corporation may approve any action by unanimous written consent or electronic submission that may otherwise be approved at a meeting of the board or a committee thereof, unless otherwise provided in the company's certificate of incorporation or bylaws.

Delaware corporations are required to hold an annual meeting of shareholders, where the corporation's officers and directors are elected and other important matters of operation are discussed.

Section 144 of the General Corporation Law of the State of Delaware was adopted for a limited purpose: to rescue certain transactions, those in which the directors and officers of a corporation have an interest, from per se voidability under the common law. That is all.