State guides / Delaware

Delaware Voting Rules for Boards and Members

What Delaware's statutes say about board votes, emergencies, meetings, and member ballots, as Qwibie summarizes them, with the citation for each.

Can the Board Vote without a Meeting?

Companies · Nonprofit corporations

Delaware boards may act by unanimous written consent, including by electronic transmission, unless the certificate or bylaws restrict it; a consent may be set to take effect up to 60 days later and can be revoked until then.

Qwibie counts the vote as: Every director consents in writing.

  • File consent with minutes
Citation
DGCL §141(f) · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

What about an Emergency between Meetings?

Companies · Nonprofit corporations

Delaware boards may act by unanimous written consent, including by electronic transmission, unless the certificate or bylaws restrict it; a consent may be set to take effect up to 60 days later and can be revoked until then.

Qwibie counts the vote as: Every director consents in writing.

  • File consent with minutes
Citation
DGCL §141(f) · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-11-12

Not legal advice

These are Qwibie's own summaries, not the law, and they don't say what the law is today. Open the source to read the text, and ask your attorney how it applies to your organization. Your articles and bylaws may set a different rule where the statute allows it.

Run a Delaware Board on These Rules

Confirm your state and organization type, and Steward applies the matching rule to each vote, with the citation. 14 days free, no card.