The Delaware General Corporation Law, which also governs nonprofit corporations, outlines specific requirements for the dissolution of a nonprofit corporation. Section 275 of the DGCL details the process for voluntary dissolution. For a nonprofit corporation, the plan of dissolution must be adopted by the board of directors and then submitted to the members for approval. The DGCL specifies that a plan of dissolution for a nonprofit corporation requires the affirmative vote of two-thirds of the members entitled to vote thereon, or such greater or lesser percentage as may be specified in the certificate of incorporation or bylaws. Following member approval, a Certificate of Dissolution must be filed with the Delaware Secretary of State. This certificate must include information such as the name of the corporation, the date the plan of dissolution was adopted, a statement that the plan was approved by the members, and a declaration that the corporation has ceased to conduct its business. The dissolution process also involves winding up the affairs of the corporation, which includes paying or making provision for the payment of all liabilities and distributing remaining assets in accordance with the DGCL and the corporation’s certificate of incorporation or bylaws, typically to other tax-exempt organizations. The question tests the understanding of the specific voting threshold required for member approval of a dissolution plan in Delaware nonprofits, distinguishing it from other corporate structures or voting requirements. The correct threshold, as stipulated by Delaware law for nonprofit corporations, is a two-thirds vote of members entitled to vote, unless the governing documents specify otherwise.

The Delaware General Corporation Law (DGCL), which governs nonprofit corporations in Delaware through Subchapter III of Chapter 1, addresses the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved, its assets must be distributed in accordance with its certificate of incorporation, bylaws, and applicable law. Section 102(a)(6) of the DGCL requires that the certificate of incorporation include a provision for the distribution of assets upon dissolution. Specifically, for nonprofit corporations, this typically means that remaining assets, after paying debts and liabilities, must be distributed to one or more qualified organizations described in Section 501(c)(3) of the Internal Revenue Code, or to a governmental entity for a public purpose. This ensures that the assets continue to serve a public or charitable purpose, aligning with the original mission of the nonprofit. The dissolution process involves filing a certificate of dissolution with the Delaware Secretary of State and winding up the corporation’s affairs. Failure to properly distribute assets can lead to legal challenges and penalties. The question hinges on the statutory requirement for asset distribution upon dissolution for Delaware nonprofits, which mandates distribution to organizations with similar exempt purposes.

The Delaware General Corporation Law (DGCL), which governs for-profit corporations, has a counterpart for nonprofit corporations: the Delaware General Corporation Law for Non-Profit Corporations, often referred to as the Delaware Religious Corporation Law or the Delaware Public Benefit Corporation Law depending on the specific corporate structure. For a nonprofit corporation in Delaware to amend its certificate of incorporation, the process is primarily governed by the DGCL, specifically sections related to amendments. Section 242 of the DGCL outlines the general procedures for amending a certificate of incorporation for both for-profit and nonprofit entities, with specific adaptations for nonprofits. An amendment to the certificate of incorporation of a Delaware nonprofit corporation requires the approval of the board of directors and then a vote of the members or, if there are no members, by a vote of the directors. The DGCL requires that such amendments be adopted by a majority of the directors then in office, or by a majority of the members entitled to vote, depending on the corporation’s bylaws and whether it has members. The certificate of incorporation itself, or the bylaws, may prescribe a higher voting threshold. However, the default statutory requirement for a board-approved amendment, if no members are involved or if the board is acting on behalf of the corporation without member voting rights, is a majority of the directors then in office. If members are involved, the DGCL specifies that the amendment must be adopted by the members entitled to vote thereon by the vote required by the certificate of incorporation or bylaws, which is often a majority of the voting power of the members. The filing of the amended certificate with the Delaware Secretary of State is the final step to effectuate the change. The question revolves around the minimum voting threshold for such an amendment when the board of directors is the primary approving body, as often happens in non-member corporations or when the board is authorized to act. The DGCL, in Section 242(b)(2), states that an amendment can be adopted by the board of directors and then submitted to the members, or, if the corporation has no members or the certificate of incorporation so provides, adopted by the board of directors. In the case where the board of directors is acting without member approval, the DGCL, Section 242(c)(1), generally requires that the amendment be adopted by the board of directors and then filed. The specific vote required for board approval is typically a majority of the directors then in office, unless the certificate of incorporation or bylaws specify a higher threshold. Therefore, a majority of the directors then in office represents the statutory minimum for board-initiated amendments.

The Delaware General Corporation Law (DGCL), which governs nonprofit corporations in Delaware, outlines specific procedures for dissolving a nonprofit. Section 275 of the DGCL details the process for voluntary dissolution. For a nonprofit corporation, the dissolution must first be authorized by the board of directors. Following board approval, the plan of dissolution, including provisions for the distribution of assets, must be submitted to the members or shareholders for a vote. The DGCL requires that such a vote be taken at a meeting of the members or shareholders, with specific notice requirements. A supermajority vote, typically two-thirds of the outstanding stock or members entitled to vote, is generally required for the adoption of the dissolution plan, unless the certificate of incorporation or bylaws specify a different threshold. After the members or shareholders approve the dissolution, a Certificate of Dissolution must be filed with the Delaware Secretary of State. This certificate typically includes information such as the date of adoption of the dissolution resolution, the vote by which it was adopted, and a statement that all debts and obligations have been paid or adequately provided for, or that a plan for their satisfaction has been adopted. Filing this certificate is the final step in formally dissolving the corporation under Delaware law. The distribution of assets must adhere to the corporation’s certificate of incorporation and bylaws, and any applicable laws, typically requiring assets to be distributed for charitable purposes if the nonprofit had a charitable mission.

The Delaware General Corporation Law (DGCL), which governs nonprofit corporations in Delaware through Subchapter III of Chapter 1 of Title 8 of the Delaware Code, outlines specific requirements for the dissolution of a nonprofit corporation. Section 275 of the DGCL details the process for voluntary dissolution, requiring a resolution adopted by the board of directors and then submitted to the members or incorporators for approval. The dissolution is effective upon the filing of a Certificate of Dissolution with the Delaware Secretary of State. This certificate must contain specific information, including the reason for dissolution and confirmation that the corporation has ceased conducting its business. Crucially, before filing the Certificate of Dissolution, the corporation must wind up its affairs, which involves paying or making provision for the payment of all known debts and liabilities, and distributing any remaining assets in accordance with the corporation’s certificate of incorporation or bylaws, or if not specified, to such person or persons as the board of directors shall determine, provided such distribution is for lawful purposes. If the nonprofit corporation has members, the distribution of assets must adhere to the provisions of Section 275(a), which mandates that assets be distributed to members as provided in the certificate of incorporation or bylaws, or if not provided, to members in equal shares. However, if the nonprofit has no members, or if the certificate of incorporation and bylaws are silent on asset distribution, the DGCL, in Section 275(a), permits distribution to a person or persons the board of directors designates, provided it is for a lawful purpose, which generally means a purpose that would be permitted for a nonprofit corporation, such as furthering charitable or educational objectives. The key is that any distribution of assets upon dissolution must not benefit any private individual in a way that would violate the corporation’s nonprofit status.

The Delaware General Corporation Law (DGCL), which also governs many aspects of nonprofit corporations in Delaware, specifically addresses the dissolution process for corporations, including those formed for charitable purposes. Section 275 of the DGCL outlines the procedures for voluntary dissolution. This process typically involves a resolution by the board of directors and then approval by the members or incorporators, followed by the filing of a Certificate of Dissolution with the Delaware Secretary of State. For nonprofit corporations, particularly those with assets dedicated to charitable purposes, the DGCL, in conjunction with the Uniform Prudent Management of Institutional Funds Act (UPMIFA) as adopted in Delaware (6 Del. C. § 5001 et seq.), mandates that upon dissolution, any remaining assets must be distributed for purposes consistent with the corporation’s original charitable mission. This often involves transferring assets to another organization with a similar charitable purpose or to a governmental entity for public use, preventing the private inurement of assets. The key principle is that assets impressed with a charitable trust cannot be distributed to individuals or for purposes unrelated to the original charitable intent. Therefore, the proper distribution of assets is a critical step in the dissolution of a Delaware nonprofit.

The Delaware General Corporation Law, specifically Section 141(c), allows a board of directors to delegate certain powers to a committee of the board. This delegation must be done by a resolution adopted by a majority of the entire board. The committee then possesses the powers of the board in the management of the business and affairs of the corporation, subject to certain limitations. These limitations typically include the inability to authorize or ratify any act or omission not permitted by law, to fill vacancies on the board or any committee, to adopt, amend or repeal bylaws, or to amend the certificate of incorporation. The question concerns the proper delegation of authority by the board of directors of a Delaware nonprofit corporation. In Delaware, nonprofit corporations are governed by the Delaware General Corporation Law, which, while having specific provisions for nonprofits, also shares many foundational principles with for-profit corporations regarding board powers and delegation. The scenario describes a board resolution authorizing a finance committee to approve capital expenditures up to \$100,000 without further board approval. This is a valid delegation of authority as it falls within the typical scope of powers that can be delegated to a committee, provided the resolution was adopted by a majority of the entire board. Such a delegation is a common practice to enhance operational efficiency. The key is that the delegation is to a committee of the board and concerns a specific financial management function, not fundamental corporate governance matters that are generally non-delegable.

The Delaware General Corporation Law (DGCL), specifically Subchapter III concerning Non-Profit Corporations, outlines the framework for the governance of nonprofit entities in the state. A key aspect of this framework involves the process for amending the certificate of incorporation. Section 102 of the DGCL specifies the requirements for the certificate of incorporation, and Section 109 details the procedures for its amendment. For a nonprofit corporation, an amendment to the certificate of incorporation typically requires approval from the board of directors and a vote of the members or, in certain cases, incorporators or directors as specified in the certificate or bylaws. The DGCL mandates that amendments must be adopted by the board of directors and then submitted to the members for approval, unless the certificate of incorporation or bylaws provide otherwise. The required vote threshold for member approval is generally a majority of the votes cast by members entitled to vote thereon, unless a higher threshold is specified in the certificate of incorporation or bylaws. Once approved, the amendment must be filed with the Delaware Secretary of State. The question probes the fundamental requirement for making changes to the foundational document of a Delaware nonprofit.

The Delaware General Corporation Law (DGCL), specifically Section 141(c), governs the composition of a board of directors. For a nonprofit corporation incorporated in Delaware, the DGCL also provides the framework for governance unless specifically superseded by the Delaware Religious Corporation Act or other specific nonprofit statutes. Section 141(c) permits a corporation to have a board of directors with one or more members. It also allows for a board to be divided into classes, with each class serving for staggered terms, provided that the certificate of incorporation or bylaws specify such a classification. The minimum number of directors is not mandated by the DGCL itself, but rather by the corporation’s own certificate of incorporation or bylaws, as long as it is at least one. Therefore, a board of directors for a Delaware nonprofit can consist of a single individual if the organizing documents permit. The ability to divide the board into classes for staggered terms is also a permissible governance structure under Delaware law.

The Delaware General Corporation Law (DGCL), specifically Section 141(c), governs the composition of a board of directors. For a Delaware nonprofit corporation, which is typically governed by Subchapter III of the DGCL, the ability to delegate powers to committees is also a key consideration. Section 141(c) permits a board to designate one or more committees, each consisting of one or more directors. These committees can exercise powers of the board to the extent provided in the certificate of incorporation or by resolution of the board. However, certain powers are non-delegable, such as approving a merger, amending the certificate of incorporation, or filling vacancies on the board itself. The question probes the understanding of these limitations on delegation. A board of directors in Delaware nonprofits, while empowered to delegate, must retain ultimate oversight and cannot delegate fundamental governance actions. Therefore, a committee cannot be authorized to approve a plan of dissolution, as this is a fundamental action requiring full board approval.

The Delaware General Corporation Law (DGCL), which also governs many aspects of nonprofit corporations in Delaware through the DGCL’s applicability to the Delaware General Corporation Law of 1967, as amended, and specifically the Delaware General Corporation Law of 1967, as amended, and the Delaware General Corporation Law of 1967, as amended, does not mandate a specific quorum percentage for shareholder meetings for all corporations. Instead, DGCL Section 216 grants corporations the flexibility to define their own quorum requirements in their certificate of incorporation or bylaws, provided that the quorum for any meeting of stockholders shall be not less than one-third of the shares of stock of the corporation entitled to vote at such meeting. If the certificate of incorporation or bylaws are silent on the matter, the default quorum is a majority of the shares entitled to vote at the meeting. Therefore, a corporation can establish a quorum of less than a majority, but not less than one-third of the voting shares. This flexibility allows corporations to tailor meeting procedures to their specific needs and shareholder base. The explanation of the calculation is conceptual, as there are no specific numbers provided in the question to calculate a precise quorum. The principle is that the quorum must be between one-third and a majority of the voting shares, unless a higher threshold is set by the DGCL or the corporation’s governing documents. The question tests the understanding of this statutory flexibility and the boundaries set by Delaware law.

The Delaware General Corporation Law (DGCL), which governs nonprofit corporations in Delaware, requires that a nonprofit corporation’s certificate of incorporation include a provision stating that the corporation is a nonprofit one. This is a fundamental requirement for establishing its legal status as a nonprofit entity. Without this explicit declaration, the corporation would be treated as a for-profit entity under Delaware law. The DGCL also mandates that the certificate of incorporation must contain the name of the corporation, the name and address of its registered agent in Delaware, and the purpose of the corporation. While the purpose can be broad, it must be aligned with nonprofit objectives. The DGCL does not mandate that the certificate of incorporation explicitly state the tax-exempt status, as this is typically determined by the Internal Revenue Service (IRS) through a separate application process. Similarly, while a statement regarding the distribution of assets upon dissolution is common and often required for tax-exempt status, it is not a universally mandated element for all Delaware nonprofit corporations’ certificates of incorporation simply to exist as a nonprofit entity. The primary distinguishing feature for a Delaware nonprofit corporation, as established in its foundational document, is the explicit declaration of its nonprofit nature.

The Delaware General Corporation Law (DGCL), specifically Section 141(c), allows for the delegation of certain powers of the board of directors to committees. For a nonprofit corporation incorporated under the Delaware General Corporation Law, the ability to form committees and delegate authority is governed by similar principles, though specific provisions for nonprofits are found within the Delaware General Corporation Law applicable to nonprofit entities, often drawing parallels from the for-profit sections. A key aspect of committee formation is the requirement for a resolution passed by a majority of the entire board of directors. This resolution must clearly define the committee’s purpose, scope of authority, and composition. While committees can exercise powers of the board, certain fundamental powers cannot be delegated, such as approving dissolution, filling vacancies on the board, or amending the certificate of incorporation. The question centers on the minimum board support required for the formation of a committee. The DGCL requires a majority vote of the *entire* board, not a majority of a quorum present at a meeting, to establish a committee and delegate powers. Therefore, if a board has seven directors, a minimum of four directors must vote in favor of creating a committee for it to be validly established under Delaware law. This principle ensures that significant delegations of authority receive broad board consensus.

The Delaware General Corporation Law (DGCL), specifically Section 141(e) as it applies to nonprofit corporations through Section 102(b)(1) of the Delaware General Corporation Law, permits a board of directors to delegate certain powers to committees. However, this delegation is not absolute. While a committee can be authorized to exercise powers regarding the management of the business and affairs of the corporation, certain fundamental powers are reserved exclusively to the full board and cannot be delegated. These non-delegable powers typically include the approval of fundamental corporate changes such as mergers, dissolution, sale of substantially all assets, and amendments to the certificate of incorporation. Furthermore, the DGCL generally prohibits committees from taking actions that are explicitly required to be taken by the entire board under other provisions of the law or the corporation’s charter documents. In the context of a nonprofit, this would also include matters directly related to the charitable purpose and oversight of the organization’s mission. The ability to fill vacancies on the board or appoint directors to fill newly created directorships, if not otherwise provided for in the bylaws or certificate of incorporation, is also often a power that remains with the full board, though specific provisions can allow for committee delegation in certain circumstances. The key principle is that while operational management can be delegated, ultimate governance and fundamental strategic decisions remain with the full board of directors.

The Delaware General Corporation Law, specifically Section 141(c), allows a board of directors to delegate certain powers to a committee of the board. For a nonprofit corporation governed by the Delaware General Corporation Law, this provision is also applicable. However, the law explicitly states that a committee of the board cannot authorize distributions to members, except upon dissolution of the corporation, nor can it approve a merger or consolidation, or sell, lease, or exchange all or substantially all of the corporation’s assets. These fundamental decisions are reserved for the full board or, in some cases, the members. Therefore, a committee of the board cannot approve the sale of all or substantially all of the corporation’s assets.

The Delaware General Corporation Law (DGCL), specifically Section 102(b)(7), permits corporations to adopt provisions in their certificate of incorporation that eliminate or limit the personal liability of directors for monetary damages for breaches of fiduciary duty, with certain exceptions. These exceptions typically include breaches of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, unlawful payments of dividends or unlawful stock redemptions, and transactions from which the director derived an improper personal benefit. In the scenario presented, the board of directors of “Veridian Futures,” a Delaware nonprofit corporation, has included a provision in its certificate of incorporation that limits director liability for all breaches of fiduciary duty. This is a common practice under DGCL Section 102(b)(7) for for-profit corporations and is also permissible for Delaware nonprofit corporations under the Delaware General Corporation Law, as it applies to nonprofits unless specifically prohibited by statute or the certificate of incorporation itself. The question asks about the enforceability of this provision concerning a director’s actions that constitute gross negligence. Gross negligence, under Delaware law, is a failure to exercise even minimal care, a reckless disregard of duty, or an extreme departure from the standards of ordinary care. While Section 102(b)(7) allows for the elimination of liability for breaches of the duty of care, it explicitly does not shield directors from liability for acts or omissions not done in good faith or involving intentional misconduct. Gross negligence, while not necessarily intentional misconduct, often treads very close to the line of good faith and can be interpreted by courts as falling outside the scope of exculpation if it demonstrates a reckless disregard for the corporation’s well-being or a failure to act in good faith. However, the key is that Section 102(b)(7) *does* allow for the exculpation of breaches of the duty of care, and gross negligence is generally considered a breach of the duty of care, albeit a more severe one. The statute’s exceptions are specific and do not explicitly list gross negligence as an unexculpable act unless it also involves a lack of good faith or intentional misconduct. Therefore, a properly drafted certificate of incorporation provision under Section 102(b)(7) *can* shield directors from liability for gross negligence, provided that gross negligence is not interpreted by a court as inherently demonstrating a lack of good faith or intentional misconduct in the specific factual context. The statute permits the elimination of liability for breaches of the duty of care, and gross negligence is a form of breach of the duty of care.

The Delaware General Corporation Law (DGCL), specifically Section 141(c), allows for a board of directors to delegate certain powers to a committee of the board. For nonprofit corporations governed by the Delaware General Corporation Law (which applies to nonprofits unless specifically exempted or superseded by the Delaware General Corporation Law of Nonstock Corporations), this principle generally extends. However, the DGCL of Nonstock Corporations, as found in Title 8 of the Delaware Code, Chapter 1, Subchapter III, outlines specific governance for nonprofit entities. Section 145 provides for indemnification of directors and officers. Section 143 addresses advances for expenses. Section 142 deals with officers. Section 141(c) of the DGCL, which permits committee delegation, is generally applicable to nonstock corporations unless the certificate of incorporation or bylaws restrict it. The key limitation is that a committee cannot, for example, approve a merger or dissolution, or take actions that require full board or member approval by statute or the governing documents. The question focuses on the authority of a committee to approve a significant corporate action that is typically reserved for the full board or membership. In Delaware, the dissolution of a nonprofit corporation requires specific procedures, often involving board approval followed by member approval, or solely board approval if the certificate of incorporation or bylaws permit. A committee, even with broad delegated authority, cannot typically undertake fundamental corporate changes like dissolution without explicit authorization for such a specific action from the full board, or unless the bylaws grant such authority, which is rare for dissolution. The scenario presents a committee approving dissolution, which is a fundamental change. The DGCL of Nonstock Corporations does not grant committees inherent power to dissolve the corporation. Therefore, the committee’s action is ultra vires.

The Delaware General Corporation Law (DGCL), specifically Section 141(c), allows for a board of directors to delegate certain powers to committees. For a nonprofit corporation governed by the Delaware General Corporation Law, this principle generally applies. However, the specific powers that can be delegated are subject to limitations. While a board can delegate the power to fix the time and place of board meetings, it cannot delegate its ultimate responsibility for oversight and strategic direction. Furthermore, the DGCL, and by extension Delaware nonprofit law, generally prohibits committees from taking action on fundamental corporate matters such as amending the certificate of incorporation, adopting a plan of merger, or recommending dissolution to the members, unless the certificate of incorporation or bylaws specifically permit such delegation and it is otherwise allowed by law. The question asks about the delegation of the power to approve an amendment to the certificate of incorporation. This is a fundamental corporate action that, under Delaware law, typically requires a vote of the members or stockholders, and the board’s role is usually to recommend such an amendment. Delegation of the final approval of such a significant change to a committee would generally be impermissible unless very specific statutory exceptions or charter provisions exist, which are not implied in the general scenario. Therefore, a committee of the board cannot be authorized to approve amendments to the certificate of incorporation.

The Delaware General Corporation Law (DGCL), which governs nonprofits in Delaware, requires that a corporation’s certificate of incorporation specify the number of directors or the minimum and maximum number of directors. If the certificate of incorporation provides for a variable range of directors, the board of directors, by resolution adopted by a majority of the entire board, may fix the exact number of directors within the limits specified in the certificate. This power to fix the exact number of directors is a fundamental aspect of corporate governance and ensures flexibility in board composition. If the certificate of incorporation does not specify a variable range, then the number of directors is fixed by the certificate itself, and any change would require an amendment to the certificate of incorporation, which typically requires stockholder approval. The DGCL also outlines the process for electing directors, often at the annual meeting of stockholders, and specifies the powers and duties of the board, including the management of the corporation’s business and affairs. The ability to adjust the board size within a stated range, as authorized by the certificate, is a key mechanism for adapting to the evolving needs of the nonprofit organization, such as accommodating new expertise or streamlining decision-making processes. This authority is distinct from the process of removing a director, which has its own specific legal requirements under the DGCL.

The Delaware General Corporation Law (DGCL), which governs nonprofit corporations, outlines specific procedures for amending a certificate of incorporation. Section 109 of the DGCL details the requirements for such amendments. An amendment requires approval by the board of directors and then by a majority of the voting power of the members or, if there are no members entitled to vote, by a majority of the directors. The certificate of incorporation itself may prescribe a higher voting threshold, such as two-thirds of the voting power. The amended certificate must then be filed with the Delaware Secretary of State. In this scenario, the initial certificate of incorporation stipulated a two-thirds vote of the entire membership for any amendments. The board of directors unanimously approved the proposed amendment. Subsequently, a vote was held among the members, and 60% of the voting members cast their ballots in favor of the amendment. Since the approved percentage (60%) is less than the supermajority requirement (two-thirds, which is approximately 66.7%) stipulated in the original certificate of incorporation, the amendment did not meet the necessary approval threshold. Therefore, the amendment is not effective.

The Delaware General Corporation Law (DGCL), specifically Section 141(c) concerning the board of directors, allows for the creation of committees. For a nonprofit corporation governed by Delaware law, the board of directors retains ultimate authority and responsibility for the corporation’s affairs. While the board can delegate certain powers to committees, it cannot delegate its fundamental fiduciary duties, such as the duty of care and the duty of loyalty. The DGCL, and by extension Delaware nonprofit law, emphasizes that even when committees are formed, the full board must still exercise oversight. Therefore, the board cannot abdicate its supervisory role over the actions of any committee it establishes. This means that while a committee might be empowered to make specific decisions, the board must ensure these decisions align with the corporation’s mission and legal obligations, and it retains the power to review or overturn committee actions if necessary. The question probes the limits of delegation and the non-delegable duties of a board in a Delaware nonprofit context.

The Delaware General Corporation Law (DGCL), specifically Subchapter XV concerning nonprofit corporations, outlines the requirements for dissolving a nonprofit corporation. Section 504 of the DGCL details the process for voluntary dissolution. This process typically involves a resolution by the board of directors, followed by a vote of the members or incorporators, depending on the corporation’s bylaws and the DGCL provisions applicable at the time of formation. A Certificate of Dissolution must then be filed with the Delaware Secretary of State. This certificate must contain specific information, including the name of the corporation, the date of adoption of the dissolution resolution, and a statement that the resolution was adopted in accordance with the DGCL and the corporation’s certificate of incorporation and bylaws. The question asks about the filing requirement for a Delaware nonprofit corporation that has decided to voluntarily dissolve. The correct procedure involves filing a Certificate of Dissolution. Other options represent filings or concepts related to corporate governance but are not the specific document required for initiating voluntary dissolution. For instance, a Certificate of Amendment alters the certificate of incorporation, an Annual Report is a recurring filing for maintaining good standing, and a Certificate of Merger is used when two or more corporations combine. Therefore, the Certificate of Dissolution is the legally mandated document for commencing the voluntary dissolution process in Delaware.

The Delaware General Corporation Law, specifically Section 141(c), allows a board of directors to delegate certain powers to a committee of the board. For a nonprofit corporation governed by the Delaware General Corporation Law (as many Delaware nonprofits are, unless specifically incorporated under the DGCL’s nonprofit provisions), this principle generally applies. However, the Delaware General Corporation Law, in Section 141(c)(2), explicitly prohibits a committee from authorizing or approving certain fundamental corporate actions. These prohibited actions include the dissolution of the corporation, the sale, lease, or exchange of all or substantially all of the corporation’s assets, and the amendment of the certificate of incorporation. While the DGCL does not have a direct equivalent to a “Certified Sex Addiction Therapist” syllabus, this question is framed to test understanding of corporate governance principles as they might apply to any entity, including a nonprofit, under Delaware law, focusing on the limitations of board committee powers. The scenario presented involves a critical decision regarding the disposition of all assets, which falls under the non-delegable powers of the full board of directors. Therefore, a committee of the board cannot legally approve such a transaction. The question tests the understanding of which fundamental corporate actions cannot be delegated to a committee, a core concept in corporate governance applicable to Delaware entities.

The Delaware General Corporation Law (DGCL), which governs nonprofit corporations in Delaware unless specifically superseded by the Delaware Religious Corporation Act or other specific statutes, outlines the procedures for dissolution. For a nonprofit corporation, dissolution typically requires a resolution adopted by the board of directors, followed by approval from the members or, if no members exist, by the incorporators or directors themselves. The DGCL § 275 governs the dissolution of corporations generally, and its principles are applied to nonprofits. Specifically, § 275(a) requires a resolution of the board of directors, and § 275(b) mandates that this resolution be submitted to the stockholders (or members in a nonprofit context) at a meeting and adopted by the vote required by the certificate of incorporation or bylaws. If the certificate of incorporation or bylaws do not specify a voting threshold, a majority of the voting power of the members is generally required. Following the adoption of the dissolution resolution, a Certificate of Dissolution must be filed with the Delaware Secretary of State. The process also involves winding up the affairs of the corporation, which includes paying debts, collecting assets, and distributing remaining assets to designated recipients, typically other tax-exempt organizations, as per the DGCL § 275(e) and the nonprofit’s own organizational documents. The question tests the understanding of the primary legal framework governing dissolution procedures for Delaware nonprofits, emphasizing the role of the board and members in the decision-making process and the subsequent filing requirement.

The Delaware General Corporation Law, which governs nonprofit corporations, mandates specific procedures for the dissolution of a nonprofit corporation. Section 275 of the DGCL outlines the process for voluntary dissolution. This process requires a resolution of the board of directors, followed by a vote of the members or shareholders, depending on the corporation’s bylaws. For a nonprofit, the members typically hold the voting rights. The dissolution plan must address the distribution of assets, and Delaware law requires that any remaining assets after satisfying liabilities be distributed to one or more domestic or foreign corporations or organizations described in Section 501(c)(3) of the Internal Revenue Code, or to a governmental entity for a public purpose. This ensures that the nonprofit’s assets continue to serve charitable or public interests. The filing of a Certificate of Dissolution with the Delaware Secretary of State officially terminates the corporation’s existence. Without proper member approval and adherence to asset distribution guidelines, the dissolution would be considered invalid under Delaware law, potentially leading to continued liability for the directors and officers.

The Delaware General Corporation Law (DGCL), which governs corporations, has specific provisions for nonprofit corporations found in the DGCL Title 8, Chapter 1, Subchapter III. When a nonprofit corporation in Delaware seeks to amend its certificate of incorporation, the process requires adherence to specific statutory requirements to ensure the amendment is legally valid. Section 242 of the DGCL outlines the general procedures for amending a certificate of incorporation for all corporations, including nonprofits. For nonprofit corporations, the DGCL specifies that an amendment must be adopted by the board of directors and then approved by the members, if the corporation has members. The Delaware Court of Chancery has consistently interpreted these provisions to mean that a vote of the members is a prerequisite for a valid amendment to the certificate of incorporation, particularly concerning fundamental changes. The specific voting threshold for member approval is typically outlined in the corporation’s bylaws or, if not specified, the DGCL may provide default provisions, but the core requirement is member approval for such significant changes. The question revolves around the legal validity of an amendment made without the requisite member approval. Since the DGCL mandates member approval for amendments to the certificate of incorporation of a nonprofit, an amendment enacted solely by the board of directors, without member ratification, would be considered invalid and subject to challenge in the Delaware Court of Chancery. This principle underscores the importance of corporate democracy and member rights in the governance of Delaware nonprofits.

The Delaware General Corporation Law, specifically Section 141(c), permits a board of directors to delegate certain powers to a committee of the board. This delegation is permissible provided the committee consists of one or more directors. However, certain fundamental powers cannot be delegated. These non-delegable powers typically include the approval of fundamental corporate changes such as mergers, dissolution, sale of substantially all assets, and amendments to the certificate of incorporation. Additionally, the power to fill vacancies on the board itself, or any committee thereof, generally remains with the board. While a committee can be authorized to approve certain transactions, the ultimate oversight and decision-making authority on matters that fundamentally alter the corporation’s structure or existence are reserved for the full board, and in some cases, for shareholder approval. The question probes the limits of this delegation, specifically focusing on actions that would require full board or shareholder consent, thereby highlighting the fiduciary duties and responsibilities that directors cannot abdicate to a committee. The scenario describes a situation where a committee is tasked with a matter that falls under these non-delegable powers, thus making the committee’s action invalid without full board ratification.

The Delaware General Corporation Law (DGCL), specifically Section 141(c), governs the ability of a corporation’s board of directors to delegate certain powers to committees. For nonprofit corporations, while the DGCL is the foundational framework, the Delaware General Corporation Law for Non-Profit Corporations (Title 8, Chapter 1 of the Delaware Code) also applies, with specific provisions often mirroring or adapting DGCL principles. A key aspect is the non-delegable nature of certain fundamental board responsibilities. These typically include approving fundamental corporate changes like mergers, dissolution, or amendments to the certificate of incorporation. Furthermore, actions requiring a supermajority vote of the entire board, or those specifically reserved for the full board by the certificate of incorporation or bylaws, cannot be delegated to a committee. While committees can be empowered to act on many matters, the ultimate oversight and accountability remain with the full board. Therefore, a committee cannot be authorized to take actions that would fundamentally alter the corporate structure or bypass the required consent of the full board as stipulated by law or governing documents.

The Delaware General Corporation Law (DGCL), which governs nonprofit corporations in Delaware, does not explicitly mandate a minimum number of directors for a nonprofit corporation. However, Section 141(b) of the DGCL, applicable to all corporations including nonprofits, requires that the number of directors shall be “not less than one.” This is the absolute minimum. While the DGCL permits a board of directors to consist of a single individual, most nonprofit bylaws will establish a higher minimum to ensure a quorum and facilitate governance. The question asks for the minimum number of directors required by Delaware law for any corporation, including nonprofits. Therefore, the statutory minimum is one.

The Delaware General Corporation Law (DGCL), specifically Section 141(c) as applied to nonprofits through Section 102(b)(6) of the Delaware General Corporation Law (DGCL) concerning the formation and governance of nonprofit corporations, allows for the creation of committees of the board of directors. These committees can exercise powers of the board to the extent provided in the certificate of incorporation or bylaws, or by resolution of the board. However, certain fundamental powers are typically reserved for the full board and cannot be delegated. These include the approval of fundamental corporate changes like mergers, dissolution, or amendments to the certificate of incorporation. The DGCL does not explicitly prohibit a committee from acting on behalf of the board in matters of policy formulation or strategic planning, provided such delegation is properly authorized and does not infringe upon non-delegable duties. The scenario describes a committee tasked with developing a comprehensive strategic plan for the organization’s expansion into new service areas. This falls within the purview of strategic decision-making and policy development, which a duly authorized committee can undertake. The question probes the understanding of the scope of delegated authority to board committees under Delaware law, emphasizing that while significant operational and strategic functions can be delegated, fundamental corporate actions remain with the full board. The formation of a committee to draft a strategic plan for expansion is a permissible delegation of authority.