Delaware Approval of Indemnification Agreements: In Delaware, the approval of indemnification agreements is a crucial procedure within corporate governance. Indemnification agreements provide protection to directors, officers, and other individuals associated with a corporation, shielding them from personal liability arising from their corporate responsibilities. These agreements are designed to attract qualified individuals to serve in leadership roles by ensuring they are not unduly exposed to financial risks. Under Delaware law, such indemnification agreements require approval, primarily through an amendment to the corporation's bylaws or articles. The two main types of Delaware Approval of Indemnification Agreements are: 1. Amendment to the Articles of Incorporation: Companies can seek approval for indemnification agreements by amending their articles of incorporation. This amendment outlines the provisions for the corporation's ability to indemnify directors, officers, employees, and agents, protecting them against claims, liabilities, expenses, and legal fees incurred in the course of their corporate duties. This article amendment provides legal basis and clarity regarding the indemnification process within the corporation. 2. Amendment to the Bylaws: Alternatively, corporations in Delaware can also secure approval for indemnification agreements through amendments to their bylaws. Bylaws serve as the internal rule book for governing a corporation, addressing various operational aspects. An amendment to the bylaws empowers a corporation to establish specific provisions for indemnification, including the conditions, extent, and procedures for indemnifying individuals associated with the company. This document ensures consistent and transparent implementation of indemnification practices. Keywords: Delaware, approval, indemnification agreements, article amendment, amendment to bylaws, bylaws, articles of incorporation, corporate governance, directors, officers, employees, agents, liabilities, expenses, legal fees, corporate duties, financial risks, amendment to articles, amendment to bylaws, indemnification provisions, operational aspects, internal rule book, transparent implementation.
Delaware Approval of Indemnification Agreements with article amendment and amendment to bylaws
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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.
(a) Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting in the form of a writing or electronic transmission shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy ...
As amended, Section 228(e) now provides that the persons entitled to receive notice of action by written consent are persons who (i) were stockholders as of the record date for the action by written consent, (ii) would have been entitled to notice of the meeting if the action had been taken at a meeting and the record ...
Section 228 requires that a Stockholder Communication (a "228 Notice") disclosing the corporate actions approved via Stockholder Consent be sent to all stockholders who would have been entitled to participate in the vote if it was taken at a meeting.
(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 228 rules that unless otherwise described in a company's certificate of incorporation, shareholders have the right to proceed with any action that would typically be done at a meeting of shareholders, but are not required to have a meeting, give prior notice or hold a vote.
Do bylaws need to be signed? While Delaware statutes do not explicitly state that bylaws need to be signed, including the names and signatures of all board members and officers adds to your corporation's legitimacy. Signing bylaws is standard practice.
Unless otherwise provided in the charter, any action of a meeting of stockholders/member may be taken, without a meeting and prior notice, by signed consent, delivered to the corporation, of stockholders/members having the minimum number of votes that would be necessary to take such action at a meeting at which all ...