A recently passed Delaware law contains new voting and quorum requirements for committees and subcommittees of nonstock corporations. Specifically, the law amends the Delaware General Corporation Law (the “DGCL”) to define a quorum of a committee or subcommittee as a majority of the directors then serving on such committee or subcommittee and to define an act of a committee or subcommittee as the vote of a majority of its members at a meeting at which a quorum is present (previously, the DGCL did not explicitly address these thresholds). While the law makes the default a majority, organizations may establish different quorum and voting requirements in their governing documents or by resolution of the board or committee, provided that quorum cannot, in any event, be less than 1/3 of the directors then serving on the committee or subcommittee. While these requirements, which took effect August 1, 2016, likely reflect current practices for many Delaware nonprofits, organizations should consider reviewing their governing documents to ensure that they are in compliance with the DGCL and accurately reflect the organization’s quorum and voting requirements.
The full text of the new law is available here.