Delaware General Corporation Law – Subchapter VII

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Corporations

CHAPTER 1. GENERAL CORPORATION LAW

Subchapter VII. Meetings, Elections, Voting and Notice

§ 211. Meetings of stockholders.

(a)(1) Meetings of stockholders may be
held at such place, either within or without this State as may be
designated by or in the manner provided in the certificate of
incorporation or bylaws, or if not so designated, as determined by the
board of directors. If, pursuant to this paragraph or the certificate
of incorporation or the bylaws of the corporation, the board of
directors is authorized to determine the place of a meeting of
stockholders, the board of directors may, in its sole discretion,
determine that the meeting shall not be held at any place, but may
instead be held solely by means of remote communication as authorized
by paragraph (a)(2) of this section.

(2) If authorized by the board of
directors in its sole discretion, and subject to such guidelines and
procedures as the board of directors may adopt, stockholders and
proxyholders not physically present at a meeting of stockholders may,
by means of remote communication:

a. Participate in a meeting of stockholders; and

b. Be deemed present in person and vote
at a meeting of stockholders, whether such meeting is to be held at a
designated place or solely by means of remote communication, provided
that (i) the corporation shall implement reasonable measures to verify
that each person deemed present and permitted to vote at the meeting by
means of remote communication is a stockholder or proxyholder, (ii) the
corporation shall implement reasonable measures to provide such
stockholders and proxyholders a reasonable opportunity to participate
in the meeting and to vote on matters submitted to the stockholders,
including an opportunity to read or hear the proceedings of the meeting
substantially concurrently with such proceedings, and (iii) if any
stockholder or proxyholder votes or takes other action at the meeting
by means of remote communication, a record of such vote or other action
shall be maintained by the corporation.

(b) Unless directors are elected by
written consent in lieu of an annual meeting as permitted by this
subsection, an annual meeting of stockholders shall be held for the
election of directors on a date and at a time designated by or in the
manner provided in the bylaws. Stockholders may, unless the certificate
of incorporation otherwise provides, act by written consent to elect
directors; provided, however, that, if such consent is less than
unanimous, such action by written consent may be in lieu of holding an
annual meeting only if all of the directorships to which directors
could be elected at an annual meeting held at the effective time of
such action are vacant and are filled by such action. Any other proper
business may be transacted at the annual meeting.

(c) A failure to hold the annual meeting
at the designated time or to elect a sufficient number of directors to
conduct the business of the corporation shall not affect otherwise
valid corporate acts or work a forfeiture or dissolution of the
corporation except as may be otherwise specifically provided in this
chapter. If the annual meeting for election of directors is not held on
the date designated therefor or action by written consent to elect
directors in lieu of an annual meeting has not been taken, the
directors shall cause the meeting to be held as soon as is convenient.
If there be a failure to hold the annual meeting or to take action by
written consent to elect directors in lieu of an annual meeting for a
period of 30 days after the date designated for the annual meeting, or
if no date has been designated, for a period of 13 months after the
latest to occur of the organization of the corporation, its last annual
meeting or the last action by written consent to elect directors in
lieu of an annual meeting, the Court of Chancery may summarily order a
meeting to be held upon the application of any stockholder or director.
The shares of stock represented at such meeting, either in person or by
proxy, and entitled to vote thereat, shall constitute a quorum for the
purpose of such meeting, notwithstanding any provision of the
certificate of incorporation or bylaws to the contrary. The Court of
Chancery may issue such orders as may be appropriate, including,
without limitation, orders designating the time and place of such
meeting, the record date for determination of stockholders entitled to
vote, and the form of notice of such meeting.

(d) Special meetings of the stockholders
may be called by the board of directors or by such person or persons as
may be authorized by the certificate of incorporation or by the bylaws.

(e) All elections of directors shall be
by written ballot unless otherwise provided in the certificate of
incorporation; if authorized by the board of directors, such
requirement of a written ballot shall be satisfied by a ballot
submitted by electronic transmission, provided that any such electronic
transmission must either set forth or be submitted with information
from which it can be determined that the electronic transmission was
authorized by the stockholder or proxy holder. (8 Del. C. 1953, § 211;
56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 12; 63 Del. Laws, c. 25, §
4; 71 Del. Laws, c. 120, §§ 12, 13; 72 Del. Laws, c. 343, §§ 7, 8.)

§ 212. Voting rights of stockholders; proxies; limitations.

(a) Unless otherwise provided in the
certificate of incorporation and subject to § 213 of this title, each
stockholder shall be entitled to 1 vote for each share of capital stock
held by such stockholder. If the certificate of incorporation provides
for more or less than 1 vote for any share, on any matter, every
reference in this chapter to a majority or other proportion of stock,
voting stock or shares shall refer to such majority or other proportion
of the votes of such stock, voting stock or shares.

(b) Each stockholder entitled to vote at
a meeting of stockholders or to express consent or dissent to corporate
action in writing without a meeting may authorize another person or
persons to act for such stockholder by proxy, but no such proxy shall
be voted or acted upon after 3 years from its date, unless the proxy
provides for a longer period.

(c) Without limiting the manner in which
a stockholder may authorize another person or persons to act for such
stockholder as proxy pursuant to subsection (b) of this section, the
following shall constitute a valid means by which a stockholder may
grant such authority:

(1) A stockholder may execute a writing
authorizing another person or persons to act for such stockholder as
proxy. Execution may be accomplished by the stockholder or such
stockholder’s authorized officer, director, employee or agent signing
such writing or causing such person’s signature to be affixed to such
writing by any reasonable means including, but not limited to, by
facsimile signature.

(2) A stockholder may authorize another
person or persons to act for such stockholder as proxy by transmitting
or authorizing the transmission of a telegram, cablegram, or other
means of electronic transmission to the person who will be the holder
of the proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will be
the holder of the proxy to receive such transmission, provided that any
such telegram, cablegram or other means of electronic transmission must
either set forth or be submitted with information from which it can be
determined that the telegram, cablegram or other electronic
transmission was authorized by the stockholder. If it is determined
that such telegrams, cablegrams or other electronic transmissions are
valid, the inspectors or, if there are no inspectors, such other
persons making that determination shall specify the information upon
which they relied.

(d) Any copy, facsimile telecommunication
or other reliable reproduction of the writing or transmission created
pursuant to subsection (c) of this section may be substituted or used
in lieu of the original writing or transmission for any and all
purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original
writing or transmission.

(e) A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the
stock itself or an interest in the corporation generally. (8 Del. C.
1953, § 212; 56 Del. Laws, c. 50; 57 Del. Laws, c. 148, § 12; 67 Del.
Laws, c. 376, § 6; 71 Del. Laws, c. 339, §§ 28-31; 73 Del. Laws, c.
298, § 7.)

§ 213. Fixing date for determination of stockholders of record.

(a) In order that the corporation may
determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, the board of
directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by
the board of directors, and which record date shall not be more than 60
nor less than 10 days before the date of such meeting. If no record
date is fixed by the board of directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the
meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting.

(b) In order that the corporation may
determine the stockholders entitled to consent to corporate action in
writing without a meeting, the board of directors may fix a record
date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the board of directors,
and which date shall not be more than 10 days after the date upon which
the resolution fixing the record date is adopted by the board of
directors. If no record date has been fixed by the board of directors,
the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by
the board of directors is required by this chapter, shall be the first
date on which a signed written consent setting forth the action taken
or proposed to be taken is delivered to the corporation by delivery to
its registered office in this State, its principal place of business or
an officer or agent of the corporation having custody of the book in
which proceedings of meetings of stockholders are recorded. Delivery
made to a corporation’s registered office shall be by hand or by
certified or registered mail, return receipt requested. If no record
date has been fixed by the board of directors and prior action by the
board of directors is required by this chapter, the record date for
determining stockholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on the day
on which the board of directors adopts the resolution taking such prior
action.

(c) In order that the corporation may
determine the stockholders entitled to receive payment of any dividend
or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, the
board of directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 60 days prior to
such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of
business on the day on which the board of directors adopts the
resolution relating thereto. (8 Del. C. 1953, § 213; 56 Del. Laws, c.
50; 57 Del. Laws, c. 148, § 13; 66 Del. Laws, c. 136, §§ 7-9.)

§ 214. Cumulative voting.

The certificate of incorporation of any
corporation may provide that at all elections of directors of the
corporation, or at elections held under specified circumstances, each
holder of stock or of any class or classes or of a series or series
thereof shall be entitled to as many votes as shall equal the number of
votes which (except for such provision as to cumulative voting) such
holder would be entitled to cast for the election of directors with
respect to such holder’s shares of stock multiplied by the number of
directors to be elected by such holder, and that such holder may cast
all of such votes for a single director or may distribute them among
the number to be voted for, or for any 2 or more of them as such holder
may see fit. (8 Del. C. 1953, § 214; 56 Del. Laws, c. 50; 57 Del. Laws,
c. 148, § 37; 57 Del. Laws, c. 421, § 5; 71 Del. Laws, c. 339, § 32.)

§ 215. Voting rights of members of nonstock corporations; quorum; proxies.

(a) Sections 211 through 214 and 216 of
this title shall not apply to corporations not authorized to issue
stock, except that § 211(a) of this title and § 212(c) and (d) of this
title shall apply to such corporations, and, when so applied, all
references therein to stockholders and to the board of directors shall
be deemed to refer to the members and the governing body of a nonstock
corporation, respectively.

(b) Unless otherwise provided in the
certificate of incorporation of a nonstock corporation, each member
shall be entitled at every meeting of members to 1 vote in person or by
proxy, but no proxy shall be voted on after 3 years from its date,
unless the proxy provides for a longer period.

(c) Unless otherwise provided in this
chapter, the certificate of incorporation or bylaws of a nonstock
corporation may specify the number of members having voting power who
shall be present or represented by proxy at any meeting in order to
constitute a quorum for, and the votes that shall be necessary for, the
transaction of any business. In the absence of such specification in
the certificate of incorporation or bylaws of a nonstock corporation:

(1) One-third of the members of such corporation shall constitute a quorum at a meeting of such members;

(2) In all matters other than the
election of the governing body of such corporation, the affirmative
vote of a majority of such members present in person or represented by
proxy at the meeting and entitled to vote on the subject matter shall
be the act of the members, unless the vote of a greater number is
required by this chapter; and

(3) Members of the governing body shall
be elected by a plurality of the votes of the members of the
corporation present in person or represented by proxy at the meeting
and entitled to vote thereon.

(d) If the election of the governing body
of any nonstock corporation shall not be held on the day designated by
the bylaws, the governing body shall cause the election to be held as
soon thereafter as convenient. The failure to hold such an election at
the designated time shall not work any forfeiture or dissolution of the
corporation, but the Court of Chancery may summarily order such an
election to be held upon the application of any member of the
corporation. At any election pursuant to such order the persons
entitled to vote in such election who shall be present at such meeting,
either in person or by proxy, shall constitute a quorum for such
meeting, notwithstanding any provision of the certificate of
incorporation or the bylaws of the corporation to the contrary.

(e) If authorized by the governing body,
any requirement of a written ballot shall be satisfied by a ballot
submitted by electronic transmission, provided that any such electronic
transmission must either set forth or be submitted with information
from which it can be determined that the electronic transmission was
authorized by the member or proxy holder. (8 Del. C. 1953, § 215; 56
Del. Laws, c. 50; 63 Del. Laws, c. 25, §§ 5, 6; 71 Del. Laws, c. 339, §
33; 73 Del. Laws, c. 82, §§ 8, 9.)

§ 216. Quorum and required vote for stock corporations.

Subject to this chapter in respect of the
vote that shall be required for a specified action, the certificate of
incorporation or bylaws of any corporation authorized to issue stock
may specify the number of shares and/or the amount of other securities
having voting power the holders of which shall be present or
represented by proxy at any meeting in order to constitute a quorum
for, and the votes that shall be necessary for, the transaction of any
business, but in no event shall a quorum consist of less than one-third
of the shares entitled to vote at the meeting, except that, where a
separate vote by a class or series or classes or series is required, a
quorum shall consist of no less than one-third of the shares of such
class or series or classes or series. In the absence of such
specification in the certificate of incorporation or bylaws of the
corporation:

(1) A majority of the shares entitled to
vote, present in person or represented by proxy, shall constitute a
quorum at a meeting of stockholders;

(2) In all matters other than the
election of directors, the affirmative vote of the majority of shares
present in person or represented by proxy at the meeting and entitled
to vote on the subject matter shall be the act of the stockholders;

(3) Directors shall be elected by a
plurality of the votes of the shares present in person or represented
by proxy at the meeting and entitled to vote on the election of
directors; and

(4) Where a separate vote by a class or
series or classes or series is required, a majority of the outstanding
shares of such class or series or classes or series, present in person
or represented by proxy, shall constitute a quorum entitled to take
action with respect to that vote on that matter and, in all matters
other than the election of directors, the affirmative vote of the
majority of shares of such class or series or classes or series present
in person or represented by proxy at the meeting shall be the act of
such class or series or classes or series.

A bylaw amendment adopted by stockholders
which specifies the votes that shall be necessary for the election of
directors shall not be further amended or repealed by the board of
directors. (8 Del. C. 1953, § 216; 56 Del. Laws, c. 50; 63 Del. Laws,
c. 25, § 7; 64 Del. Laws, c. 112, § 21; 66 Del. Laws, c. 136, §§ 10,
11; 71 Del. Laws, c. 339, §§ 34, 35; 75 Del. Laws, c. 306, § 5; 76 Del.
Laws, c. 145, § 3.)

§ 217. Voting rights of fiduciaries, pledgors and joint owners of stock.

(a) Persons holding stock in a fiduciary
capacity shall be entitled to vote the shares so held. Persons whose
stock is pledged shall be entitled to vote, unless in the transfer by
the pledgor on the books of the corporation such person has expressly
empowered the pledgee to vote thereon, in which case only the pledgee,
or such pledgee’s proxy, may represent such stock and vote thereon.

(b) If shares or other securities having
voting power stand of record in the names of 2 or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in
common, tenants by the entirety or otherwise, or if 2 or more persons
have the same fiduciary relationship respecting the same shares, unless
the secretary of the corporation is given written notice to the
contrary and is furnished with a copy of the instrument or order
appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect:

(1) If only 1 votes, such person’s act binds all;

(2) If more than 1 vote, the act of the majority so voting binds all;

(3) If more than 1 vote, but the vote is
evenly split on any particular matter, each faction may vote the
securities in question proportionally, or any person voting the shares,
or a beneficiary, if any, may apply to the Court of Chancery or such
other court as may have jurisdiction to appoint an additional person to
act with the persons so voting the shares, which shall then be voted as
determined by a majority of such persons and the person appointed by
the Court. If the instrument so filed shows that any such tenancy is
held in unequal interests, a majority or even split for the purpose of
this subsection shall be a majority or even split in interest. (8 Del.
C. 1953, § 217; 56 Del. Laws, c. 50; 71 Del. Laws, c. 339, §§ 36, 37.)

§ 218. Voting trusts and other voting agreements.

(a) One stockholder or 2 or more
stockholders may by agreement in writing deposit capital stock of an
original issue with or transfer capital stock to any person or persons,
or entity or entities authorized to act as trustee, for the purpose of
vesting in such person or persons, entity or entities, who may be
designated voting trustee, or voting trustees, the right to vote
thereon for any period of time determined by such agreement, upon the
terms and conditions stated in such agreement. The agreement may
contain any other lawful provisions not inconsistent with such purpose.
After the filing of a copy of the agreement in the registered office of
the corporation in this State, which copy shall be open to the
inspection of any stockholder of the corporation or any beneficiary of
the trust under the agreement daily during business hours, certificates
of stock or uncertificated stock shall be issued to the voting trustee
or trustees to represent any stock of an original issue so deposited
with such voting trustee or trustees, and any certificates of stock or
uncertificated stock so transferred to the voting trustee or trustees
shall be surrendered and cancelled and new certificates or
uncertificated stock shall be issued therefore to the voting trustee or
trustees. In the certificate so issued, if any, it shall be stated that
it is issued pursuant to such agreement, and that fact shall also be
stated in the stock ledger of the corporation. The voting trustee or
trustees may vote the stock so issued or transferred during the period
specified in the agreement. Stock standing in the name of the voting
trustee or trustees may be voted either in person or by proxy, and in
voting the stock, the voting trustee or trustees shall incur no
responsibility as stockholder, trustee or otherwise, except for their
own individual malfeasance. In any case where 2 or more persons or
entities are designated as voting trustees, and the right and method of
voting any stock standing in their names at any meeting of the
corporation are not fixed by the agreement appointing the trustees, the
right to vote the stock and the manner of voting it at the meeting
shall be determined by a majority of the trustees, or if they be
equally divided as to the right and manner of voting the stock in any
particular case, the vote of the stock in such case shall be divided
equally among the trustees.

(b) Any amendment to a voting trust
agreement shall be made by a written agreement, a copy of which shall
be filed in the registered office of the corporation in this State.

(c) An agreement between 2 or more
stockholders, if in writing and signed by the parties thereto, may
provide that in exercising any voting rights, the shares held by them
shall be voted as provided by the agreement, or as the parties may
agree, or as determined in accordance with a procedure agreed upon by
them.

(d) This section shall not be deemed to
invalidate any voting or other agreement among stockholders or any
irrevocable proxy which is not otherwise illegal. (8 Del. C. 1953, §
218; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 13; 57 Del. Laws, c.
148, § 14; 63 Del. Laws, c. 25, § 8; 64 Del. Laws, c. 112, § 22; 69
Del. Laws, c. 263, §§ 1-6; 70 Del. Laws, c. 186, § 1; 71 Del. Laws, c.
339, § 38; 73 Del. Laws, c. 82, § 10.)

§ 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger.

(a) The officer who has charge of the
stock ledger of a corporation shall prepare and make, at least 10 days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Nothing contained in
this section shall require the corporation to include electronic mail
addresses or other electronic contact information on such list. Such
list shall be open to the examination of any stockholder for any
purpose germane to the meeting for a period of at least 10 days prior
to the meeting: (i) on a reasonably accessible electronic network,
provided that the information required to gain access to such list is
provided with the notice of the meeting, or (ii) during ordinary
business hours, at the principal place of business of the corporation.
In the event that the corporation determines to make the list available
on an electronic network, the corporation may take reasonable steps to
ensure that such information is available only to stockholders of the
corporation. If the meeting is to be held at a place, then the list
shall be produced and kept at the time and place of the meeting during
the whole time thereof and may be examined by any stockholder who is
present. If the meeting is to be held solely by means of remote
communication, then the list shall also be open to the examination of
any stockholder during the whole time of the meeting on a reasonably
accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting.

(b) If the corporation, or an officer or
agent thereof, refuses to permit examination of the list by a
stockholder, such stockholder may apply to the Court of Chancery for an
order to compel the corporation to permit such examination. The burden
of proof shall be on the corporation to establish that the examination
such stockholder seeks is for a purpose not germane to the meeting. The
Court may summarily order the corporation to permit examination of the
list upon such conditions as the Court may deem appropriate, and may
make such additional orders as may be appropriate, including, without
limitation, postponing the meeting or voiding the results of the
meeting.

(c) The stock ledger shall be the only
evidence as to who are the stockholders entitled by this section to
examine the list required by this section or to vote in person or by
proxy at any meeting of stockholders. (8 Del. C. 1953, § 219; 56 Del.
Laws, c. 50; 72 Del. Laws, c. 343, §§ 9, 10; 74 Del. Laws, c. 84, § 4;
76 Del. Laws, c. 252, §§ 1, 2.)

§ 220. Inspection of books and records.

(a) As used in this section:

(1) “List of stockholders” includes lists of members in a nonstock corporation.

(2) “Stockholder” means a holder of
record of stock in a stock corporation, or a person who is the
beneficial owner of shares of such stock held either in a voting trust
or by a nominee on behalf of such person, and also a member of a
nonstock corporation as reflected on the records of the nonstock
corporation.

(3) “Subsidiary” means any entity
directly or indirectly owned, in whole or in part, by the corporation
of which the stockholder is a stockholder and over the affairs of which
the corporation directly or indirectly exercises control, and includes,
without limitation, corporations, partnerships, limited partnerships,
limited liability partnerships, limited liability companies, statutory
trusts and/or joint ventures.

(4) “Under oath” includes statements the
declarant affirms to be true under penalty of perjury under the laws of
the United States or any state.

(b) Any stockholder, in person or by
attorney or other agent, shall, upon written demand under oath stating
the purpose thereof, have the right during the usual hours for business
to inspect for any proper purpose, and to make copies and extracts from:

(1) The corporation’s stock ledger, a list of its stockholders, and its other books and records; and

(2) A subsidiary’s books and records, to the extent that:

a. The corporation has actual possession and control of such records of such subsidiary; or

b. The corporation could obtain such
records through the exercise of control over such subsidiary, provided
that as of the date of the making of the demand:

1. The stockholder inspection of such
books and records of the subsidiary would not constitute a breach of an
agreement between the corporation or the subsidiary and a person or
persons not affiliated with the corporation; and

2. The subsidiary would not have the
right under the law applicable to it to deny the corporation access to
such books and records upon demand by the corporation.

In every instance where the stockholder
is other than a record holder of stock in a stock corporation or a
member of a nonstock corporation, the demand under oath shall state the
person’s status as a stockholder, be accompanied by documentary
evidence of beneficial ownership of the stock, and state that such
documentary evidence is a true and correct copy of what it purports to
be. A proper purpose shall mean a purpose reasonably related to such
person’s interest as a stockholder. In every instance where an attorney
or other agent shall be the person who seeks the right to inspection,
the demand under oath shall be accompanied by a power of attorney or
such other writing which authorizes the attorney or other agent to so
act on behalf of the stockholder. The demand under oath shall be
directed to the corporation at its registered office in this State or
at its principal place of business.

(c) If the corporation, or an officer or
agent thereof, refuses to permit an inspection sought by a stockholder
or attorney or other agent acting for the stockholder pursuant to
subsection (b) of this section or does not reply to the demand within 5
days after the demand has been made, the stockholder may apply
to the Court of Chancery for an order to compel such inspection. The
Court of Chancery is hereby vested with exclusive jurisdiction to
determine whether or not the person seeking inspection is entitled to
the inspection sought. The Court may summarily order the corporation to
permit the stockholder to inspect the corporation’s stock ledger, an
existing list of stockholders, and its other books and records, and to
make copies or extracts therefrom; or the Court may order the
corporation to furnish to the stockholder a list of its stockholders as
of a specific date on condition that the stockholder first pay to the
corporation the reasonable cost of obtaining and furnishing such list
and on such other conditions as the Court deems appropriate. Where the
stockholder seeks to inspect the corporation’s books and records, other
than its stock ledger or list of stockholders, such stockholder shall
first establish that:

(1) Such stockholder is a stockholder;

(2) Such stockholder has complied with
this section respecting the form and manner of making demand for
inspection of such documents; and

(3) The inspection such stockholder seeks is for a proper purpose.

Where the stockholder seeks to inspect
the corporation’s stock ledger or list of stockholders and establishes
that such stockholder is a stockholder and has complied with this
section respecting the form and manner of making demand for inspection
of such documents, the burden of proof shall be upon the corporation to
establish that the inspection such stockholder seeks is for an improper
purpose. The Court may, in its discretion, prescribe any limitations or
conditions with reference to the inspection, or award such other or
further relief as the Court may deem just and proper. The Court may
order books, documents and records, pertinent extracts therefrom, or
duly authenticated copies thereof, to be brought within this State and
kept in this State upon such terms and conditions as the order may
prescribe.

(d) Any director (including a member of
the governing body of a nonstock corporation) shall have the right to
examine the corporation’s stock ledger, a list of its stockholders and
its other books and records for a purpose reasonably related to the
director’s position as a director. The Court of Chancery is hereby
vested with the exclusive jurisdiction to determine whether a director
is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and
records, the stock ledger and the list of stockholder’s and to make
copies or extracts therefrom. The burden of proof shall be upon the
corporation to establish that the inspection such director seeks is for
an improper purpose. The Court may, in its discretion, prescribe any
limitations or conditions with reference to the inspection, or award
such other and further relief as the Court may deem just and proper. (8
Del. C. 1953, § 220; 56 Del. Laws, c. 50; 63 Del. Laws, c. 25, § 9; 70
Del. Laws, c. 79, §§ 11, 12; 70 Del. Laws, c. 186, § 1; 71 Del. Laws,
c. 339, § 39; 74 Del. Laws, c. 84, §§ 5-8.)

§ 221. Voting, inspection and other rights of bondholders and debenture holders.

Every corporation may in its certificate
of incorporation confer upon the holders of any bonds, debentures or
other obligations issued or to be issued by the corporation the power
to vote in respect to the corporate affairs and management of the
corporation to the extent and in the manner provided in the certificate
of incorporation and may confer upon such holders of bonds, debentures
or other obligations the same right of inspection of its books,
accounts and other records, and also any other rights, which the
stockholders of the corporation have or may have by reason of this
chapter or of its certificate of incorporation. If the certificate of
incorporation so provides, such holders of bonds, debentures or other
obligations shall be deemed to be stockholders, and their bonds,
debentures or other obligations shall be deemed to be shares of stock,
for the purpose of any provision of this chapter which requires the
vote of stockholders as a prerequisite to any corporate action and the
certificate of incorporation may divest the holders of capital stock,
in whole or in part, of their right to vote on any corporate matter
whatsoever, except as set forth in paragraph (2) of subsection (b) of §
242 of this title. (8 Del. C. 1953, § 221; 56 Del. Laws, c. 50; 57 Del.
Laws, c. 421, § 6; 65 Del. Laws, c. 127, § 6.)

§ 222. Notice of meetings and adjourned meetings.

(a) Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the
meeting 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 holders may be deemed to be present in
person and vote at such meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called.

(b) Unless otherwise provided in this
chapter, the written notice of any meeting shall be given not less than
10 nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, notice is
given when deposited in the United States mail, postage prepaid,
directed to the stockholder at such stockholder’s address as it appears
on the records of the corporation. An affidavit of the secretary or an
assistant secretary or of the transfer agent or other agent of the
corporation that the notice has been given shall, in the absence of
fraud, be prima facie evidence of the facts stated therein.

(c) When a meeting is adjourned to
another time or place, unless the bylaws otherwise require, notice need
not be given of the adjourned meeting if the time, place, if any,
thereof, and the means of remote communications, if any, by which
stockholders and proxy holders may be deemed to be present in person
and vote at such adjourned meeting are announced at the meeting at
which the adjournment is taken. At the adjourned meeting the
corporation may transact any business which might have been transacted
at the original meeting. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting. (8 Del. C.
1953, § 222; 56 Del. Laws, c. 50; 58 Del. Laws, c. 235, § 3; 71 Del.
Laws, c. 339, § 40; 72 Del. Laws, c. 343, §§ 11-13.)

§ 223. Vacancies and newly created directorships.

(a) Unless otherwise provided in the certificate of incorporation or bylaws:

(1) Vacancies and newly created
directorships resulting from any increase in the authorized number of
directors elected by all of the stockholders having the right to vote
as a single class may be filled by a majority of the directors then in
office, although less than a quorum, or by a sole remaining director;

(2) Whenever the holders of any class or
classes of stock or series thereof are entitled to elect 1 or more
directors by the certificate of incorporation, vacancies and newly
created directorships of such class or classes or series may be filled
by a majority of the directors elected by such class or classes or
series thereof then in office, or by a sole remaining director so
elected.

If at any time, by reason of death or
resignation or other cause, a corporation should have no directors in
office, then any officer or any stockholder or an executor,
administrator, trustee or guardian of a stockholder, or other fiduciary
entrusted with like responsibility for the person or estate of a
stockholder, may call a special meeting of stockholders in accordance
with the certificate of incorporation or the bylaws, or may apply to
the Court of Chancery for a decree summarily ordering an election as
provided in § 211 of this title.

(b) In the case of a corporation the
directors of which are divided into classes, any directors chosen under
subsection (a) of this section shall hold office until the next
election of the class for which such directors shall have been chosen,
and until their successors shall be elected and qualified.

(c) If, at the time of filling any
vacancy or any newly created directorship, the directors then in office
shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders
holding at least 10 percent of the voting stock at the time outstanding
having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then
in office as aforesaid, which election shall be governed by § 211 of
this title as far as applicable.

(d) Unless otherwise provided in the
certificate of incorporation or bylaws, when 1 or more directors shall
resign from the board, effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall
have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective,
and each director so chosen shall hold office as provided in this
section in the filling of other vacancies. (8 Del. C. 1953, § 223; 56
Del. Laws, c. 50; 63 Del. Laws, c. 25, § 10; 73 Del. Laws, c. 298, § 8.)

§ 224. Form of records.

Any records maintained by a corporation
in the regular course of its business, including its stock ledger,
books of account, and minute books, may be kept on, or by means of, or
be in the form of, any information storage device, or method provided
that the records so kept can be converted into clearly legible paper
form within a reasonable time. Any corporation shall so convert any
records so kept upon the request of any person entitled to inspect such
records pursuant to any provision of this chapter. When records are
kept in such manner, a clearly legible paper form produced from or by
means of the information storage device or method shall be admissible
in evidence, and accepted for all other purposes, to the same extent as
an original paper record of the same information would have been,
provided the paper form accurately portrays the record. (8 Del. C.
1953, § 224; 56 Del. Laws, c. 50; 57 Del. Laws, c. 148, § 15; 72 Del.
Laws, c. 343, § 14.)

§ 225. Contested election of directors; proceedings to determine validity.

(a) Upon application of any stockholder
or director, or any officer whose title to office is contested, or any
member of a corporation without capital stock, the Court of Chancery
may hear and determine the validity of any election, appointment,
removal or resignation of any director, member of the governing body,
or officer of any corporation, and the right of any person to hold or
continue to hold such office, and, in case any such office is claimed
by more than 1 person, may determine the person entitled thereto; and
to that end make such order or decree in any such case as may be just
and proper, with power to enforce the production of any books, papers
and records of the corporation relating to the issue. In case it should
be determined that no valid election has been held, the Court of
Chancery may order an election to be held in accordance with § 211 or
215 of this title. In any such application, service of copies of the
application upon the registered agent of the corporation shall be
deemed to be service upon the corporation and upon the person whose
title to office is contested and upon the person, if any, claiming such
office; and the registered agent shall forward immediately a copy of
the application to the corporation and to the person whose title to
office is contested and to the person, if any, claiming such office, in
a postpaid, sealed, registered letter addressed to such corporation and
such person at their post-office addresses last known to the registered
agent or furnished to the registered agent by the applicant
stockholder. The Court may make such order respecting further or other
notice of such application as it deems proper under the circumstances.

(b) Upon application of any stockholder
or any member of a corporation without capital stock, or upon
application of the corporation itself, the Court of Chancery may hear
and determine the result of any vote of stockholders or members, as the
case may be, upon matters other than the election of directors,
officers or members of the governing body. Service of the application
upon the registered agent of the corporation shall be deemed to be
service upon the corporation, and no other party need be joined in
order for the Court to adjudicate the result of the vote. The Court may
make such order respecting notice of the application as it deems proper
under the circumstances. (8 Del. C. 1953, § 225; 56 Del. Laws, c. 50;
63 Del. Laws, c. 25, § 11; 65 Del. Laws, c. 127, § 7; 74 Del. Laws, c.
84, § 9; 76 Del. Laws, c. 252, § 3.)

§ 226. Appointment of custodian or receiver of corporation on deadlock or for other cause.

(a) The Court of Chancery, upon
application of any stockholder, may appoint 1 or more persons to be
custodians, and, if the corporation is insolvent, to be receivers, of
and for any corporation when:

(1) At any meeting held for the election
of directors the stockholders are so divided that they have failed to
elect successors to directors whose terms have expired or would have
expired upon qualification of their successors; or

(2) The business of the corporation is
suffering or is threatened with irreparable injury because the
directors are so divided respecting the management of the affairs of
the corporation that the required vote for action by the board of
directors cannot be obtained and the stockholders are unable to
terminate this division; or

(3) The corporation has abandoned its
business and has failed within a reasonable time to take steps to
dissolve, liquidate or distribute its assets.

(b) A custodian appointed under this
section shall have all the powers and title of a receiver appointed
under § 291 of this title, but the authority of the custodian is to
continue the business of the corporation and not to liquidate its
affairs and distribute its assets, except when the Court shall
otherwise order and except in cases arising under paragraph (3) of
subsection (a) of this section or paragraph (2) of subsection (a) of §
352 of this title. (8 Del. C. 1953, § 226; 56 Del. Laws, c. 50.)

§ 227. Powers of Court in elections of directors.

(a) The Court of Chancery, in any
proceeding instituted under § 211, 215 or 225 of this title may
determine the right and power of persons claiming to own stock, or in
the case of a corporation without capital stock, of the persons
claiming to be members, to vote at any meeting of the stockholders or
members.

(b) The Court of Chancery may appoint a
Master to hold any election provided for in § 211, 215 or 225 of this
title under such orders and powers as it deems proper; and it may
punish any officer or director for contempt in case of disobedience of
any order made by the Court; and, in case of disobedience by a
corporation of any order made by the Court, may enter a decree against
such corporation for a penalty of not more than $5,000. (8 Del. C.
1953, § 227; 56 Del. Laws, c. 50.)

§ 228. Consent of stockholders or members in lieu of meeting.

(a) Unless otherwise provided in the
certificate of incorporation, any action required by this chapter to be
taken at any annual or special meeting of stockholders of a
corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted and
shall be delivered to the corporation by delivery to its registered
office in this State, its principal place of business or an officer or
agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to
a corporation’s registered office shall be by hand or by certified or
registered mail, return receipt requested.

(b) Unless otherwise provided in the
certificate of incorporation, any action required by this chapter to be
taken at a meeting of the members of a nonstock corporation, or any
action which may be taken at any meeting of the members of a nonstock
corporation, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by members having not less than the
minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all members having a right to vote
thereon were present and voted and shall be delivered to the
corporation by delivery to its registered office in this State, its
principal place of business or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of members
are recorded. Delivery made to a corporation’s registered office shall
be by hand or by certified or registered mail, return receipt requested.

(c) Every written consent shall bear the
date of signature of each stockholder or member who signs the consent,
and no written consent shall be effective to take the corporate action
referred to therein unless, within 60 days of the earliest dated
consent delivered in the manner required by this section to the
corporation, written consents signed by a sufficient number of holders
or members to take action are delivered to the corporation by delivery
to its registered office in this State, its principal place of business
or an officer or agent of the corporation having custody of the book in
which proceedings of meetings of stockholders or members are recorded.
Delivery made to a corporation’s registered office shall be by hand or
by certified or registered mail, return receipt requested.

(d)(1) A telegram, cablegram or other
electronic transmission consenting to an action to be taken and
transmitted by a stockholder, member or proxyholder, or by a person or
persons authorized to act for a stockholder, member or proxyholder,
shall be deemed to be written, signed and dated for the purposes of
this section, provided that any such telegram, cablegram or other
electronic transmission sets forth or is delivered with information
from which the corporation can determine (A) that the telegram,
cablegram or other electronic transmission was transmitted by the
stockholder, member or proxyholder or by a person or persons authorized
to act for the stockholder, member or proxyholder and (B) the date on
which such stockholder, member or proxyholder or authorized person or
persons transmitted such telegram, cablegram or electronic
transmission. The date on which such telegram, cablegram or electronic
transmission is transmitted shall be deemed to be the date on which
such consent was signed. No consent given by telegram, cablegram or
other electronic transmission shall be deemed to have been delivered
until such consent is reproduced in paper form and until such paper
form shall be delivered to the corporation by delivery to its
registered office in this State, its principal place of business or an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders or members are recorded.
Delivery made to a corporation’s registered office shall be made by
hand or by certified or registered mail, return receipt requested.
Notwithstanding the foregoing limitations on delivery, consents given
by telegram, cablegram or other electronic transmission, may be
otherwise delivered to the principal place of business of the
corporation or to an officer or agent of the corporation having custody
of the book in which proceedings of meetings of stockholders or members
are recorded if, to the extent and in the manner provided by resolution
of the board of directors or governing body of the corporation.

(2) Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu
of the original writing for any and all purposes for which the original
writing could be used, provided that such copy, facsimile or other
reproduction shall be a complete reproduction of the entire original
writing.

(e) Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders or members who have not
consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents
signed by a sufficient number of holders or members to take the action
were delivered to the corporation as provided in subsection (c) of this
section. In the event that the action which is consented to is such as
would have required the filing of a certificate under any other section
of this title, if such action had been voted on by stockholders or by
members at a meeting thereof, the certificate filed under such other
section shall state, in lieu of any statement required by such section
concerning any vote of stockholders or members, that written consent
has been given in accordance with this section. (8 Del. C. 1953, § 228;
56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 14; 57 Del. Laws, c. 148,
§ 16; 58 Del. Laws, c. 235, § 4; 66 Del. Laws, c. 136, §§ 12-14; 67
Del. Laws, c. 376, §§ 7, 8; 70 Del. Laws, c. 349, § 4; 72 Del. Laws, c.
343, § 15; 73 Del. Laws, c. 82, § 11.)

§ 229. Waiver of notice.

Whenever notice is required to be given
under any provision of this chapter or the certificate of incorporation
or bylaws, a written waiver, signed by the person entitled to notice,
or a waiver by electronic transmission by the person entitled to
notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting at the beginning
of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of
the stockholders, directors or members of a committee of directors need
be specified in any written waiver of notice or any waiver by
electronic transmission unless so required by the certificate of
incorporation or the bylaws. (8 Del. C. 1953, § 229; 56 Del. Laws, c.
50; 57 Del. Laws, c. 148, § 17; 72 Del. Laws, c. 343, § 16.)

§ 230. Exception to requirements of notice.

(a) Whenever notice is required to be
given, under any provision of this chapter or of the certificate of
incorporation or bylaws of any corporation, to any person with whom
communication is unlawful, the giving of such notice to such person
shall not be required and there shall be no duty to apply to any
governmental authority or agency for a license or permit to give such
notice to such person. Any action or meeting which shall be taken or
held without notice to any such person with whom communication is
unlawful shall have the same force and effect as if such notice had
been duly given. In the event that the action taken by the corporation
is such as to require the filing of a certificate under any of the
other sections of this title, the certificate shall state, if such is
the fact and if notice is required, that notice was given to all
persons entitled to receive notice except such persons with whom
communication is unlawful.

(b) Whenever notice is required to be
given, under any provision of this title or the certificate of
incorporation or bylaws of any corporation, to any stockholder or, if
the corporation is a nonstock corporation, to any member, to whom (1)
notice of 2 consecutive annual meetings, and all notices of meetings or
of the taking of action by written consent without a meeting to such
person during the period between such 2 consecutive annual meetings, or
(2) all, and at least 2, payments (if sent by first-class mail) of
dividends or interest on securities during a 12-month period, have been
mailed addressed to such person at such person’s address as shown on
the records of the corporation and have been returned undeliverable,
the giving of such notice to such person shall not be required. Any
action or meeting which shall be taken or held without notice to such
person shall have the same force and effect as if such notice had been
duly given. If any such person shall deliver to the corporation a
written notice setting forth such person’s then current address, the
requirement that notice be given to such person shall be reinstated. In
the event that the action taken by the corporation is such as to
require the filing of a certificate under any of the other sections of
this title, the certificate need not state that notice was not given to
persons to whom notice was not required to be given pursuant to this
subsection.

(c) The exception in paragraph (b)(1) of
this section to the requirement that notice be given shall not be
applicable to any notice returned as undeliverable if the notice was
given by electronic transmission. (8 Del. C. 1953, § 230; 56 Del. Laws,
c. 50; 65 Del. Laws, c. 127, § 8; 71 Del. Laws, c. 339, § 41; 72 Del.
Laws, c. 343, § 17.)

§ 231. Voting procedures and inspectors of elections.

(a) The corporation shall, in advance of
any meeting of stockholders, appoint 1 or more inspectors to act at the
meeting and make a written report thereof. The corporation may
designate 1 or more persons as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is able to act
at a meeting of stockholders, the person presiding at the meeting shall
appoint 1 or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of the duties of inspector, shall
take and sign an oath faithfully to execute the duties of inspector
with strict impartiality and according to the best of such inspector’s
ability.

(b) The inspectors shall:

(1) Ascertain the number of shares outstanding and the voting power of each;

(2) Determine the shares represented at a meeting and the validity of proxies and ballots;

(3) Count all votes and ballots;

(4) Determine and retain for a reasonable
period a record of the disposition of any challenges made to any
determination by the inspectors; and

(5) Certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The inspectors may appoint or retain other
persons or entities to assist the inspectors in the performance of the
duties of the inspectors.

(c) The date and time of the opening and
the closing of the polls for each matter upon which the stockholders
will vote at a meeting shall be announced at the meeting. No ballot,
proxies or votes, nor any revocations thereof or changes thereto, shall
be accepted by the inspectors after the closing of the polls unless the
Court of Chancery upon application by a stockholder shall determine
otherwise.

(d) In determining the validity and
counting of proxies and ballots, the inspectors shall be limited to an
examination of the proxies, any envelopes submitted with those proxies,
any information provided in accordance with § 211(e) or § 212(c)(2) of
this title, or any information provided pursuant to § 211(a)(2)(B)(i)
or (iii) of this title, ballots and the regular books and records of
the corporation, except that the inspectors may consider other reliable
information for the limited purpose of reconciling proxies and ballots
submitted by or on behalf of banks, brokers, their nominees or similar
persons which represent more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the
stockholder holds of record. If the inspectors consider other reliable
information for the limited purpose permitted herein, the inspectors at
the time they make their certification pursuant to subsection (b)(5) of
this section shall specify the precise information considered by them
including the person or persons from whom they obtained the
information, when the information was obtained, the means by which the
information was obtained and the basis for the inspectors’ belief that
such information is accurate and reliable.

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