Check that the board consists of one or more natural persons
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- List the number of directors the certificate or the bylaws fix, and whether each is a natural person. Do not apply a residence test.
- What the lawyer must review
- You decide whether the board meets § 141(b). The board of directors of a Delaware corporation shall consist of one or more members, each of whom shall be a natural person. The number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the certificate of incorporation fixes the number, in which case a change in the number shall be made only by amendment of the certificate. Directors need not be stockholders unless the certificate of incorporation or the bylaws so require. The certificate or bylaws may prescribe other qualifications. Each director holds office until a successor is elected and qualified or until earlier resignation or removal. Section 211(b) is the annual meeting at which directors are elected, on a date and at a time designated by or in the manner provided in the bylaws, unless directors are elected by written consent in lieu of that meeting as § 211(b) permits. These pages do not set a different minimum for a closely held company and a public company, and they do not require a director to live in any particular place. The tool does not amend the certificate or the bylaws.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Consider narrowly defined preparation support after confirming the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.