Extract to table

DGCL § 141(a) — General Board Authority The foundational provision governing the allocation of corporate authority in Delaware is Section 141(a) of the DGCL, which provides in pertinent part: "The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation

Prior to 1974, Section 141(a) provided that the business and affairs of the corporation "shall be managed by" the board of directors, without the "or under the direction of" language

The statute further provides that: "Any such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation

These statutory carve-outs reflect the legislature's judgment that certain fundamental corporate actions — those that require stockholder approval and those that alter the corporation's internal governance rules — are of such significance that they must be acted upon by the full board and may not be delegated to a subset of directors acting through a committee

A resolution of dissolution must be adopted by the board of directors and approved by stockholders

DGCL § 142 — Officer Authority Section 142(a) of the DGCL provides that every corporation organized under the DGCL "shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws