Effective August 2010, Delaware adopted changes to the Delaware General Corporation Law (DGCL) that affect charities formed as nonstock corporations in that state. Among the changes introduced is a new provision clarifying the applicability of the various provisions and terms of the DGCL to nonstock corporations. Prior to the changes, the DGCL was primarily worded in terms applicable only to stock corporations, making the effect of many of its provisions on nonstock corporations somewhat unclear.
As a result of the revisions, all Delaware nonstock corporations are now required to have members. The absence of members, however, will not invalidate corporate acts or cause the forfeiture or dissolution of a corporation. If neither the certificate of incorporation nor the bylaws of a nonstock corporation state the conditions for membership or other criteria for identifying members, the members of the corporation are deemed to be those entitled to vote for members of the governing body. Other provisions that took effect in August 2010 include new rules for mergers involving nonstock corporations, voting rights of members of nonstock corporations and indemnification rights of individuals serving as directors, officers, employees or agents of another entity or enterprise at a corporation’s request.