Del. C. » Title 8 — · CHAPTER 1. General Corporation Law · Corporations
Delaware Code

8 Del. C. § 142 (2026)

Officers; titles, duties, selection, term; failure to elect; vacancies

✓ current as of May 2026
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(a) Every corporation organized under this chapter 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 and as may be necessary to enable it to sign instruments and stock certificates which comply with §§ 103(a)(2) and 158 of this title. One of the officers shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose. Any number of offices may be held by the same person unless the certificate of incorporation or bylaws otherwise provide.

(b) Officers shall be chosen in such manner and shall hold their offices for such terms as are prescribed by the bylaws or determined by the board of directors or other governing body. Each officer shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation.

(c) The corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

(d) A failure to elect officers shall not dissolve or otherwise affect the corporation.

(e) Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, shall be filled as the bylaws provide. In the absence of such provision, the vacancy shall be filled by the board of directors or other governing body.

8 Del. C. 1953, §  142;  56 Del. Laws, c. 50;  56 Del. Laws, c. 186, §  4;  57 Del. Laws, c. 649, §  2;  59 Del. Laws, c. 437, §  6;  71 Del. Laws, c. 339, §  14; 
Notes of Decisions
Cited in 16 cases (8 in the last 5 years), 1954–2024 · leading case: Nisselson v. Softbank Am Corp. (In Re MarketXT Holdings Corp.), 361 B.R. 369 (Bankr. S.D.N.Y. 2007).
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Nisselson v. Softbank Am Corp. (In Re MarketXT Holdings Corp.), 361 B.R. 369 (Bankr. S.D.N.Y. 2007). “8 Del. C. § 142(b) provides, in part, that "[a]ny officer may resign at any time upon written notice to the corporation.”
Donald J. Wylie v. The Marley Co., 891 F.2d 1463 (10th Cir. 1989). “The necessity for written notice to the corporation before a director’s resignation becomes effective clearly indicates an intent to outlaw secret, covert resignations in order to enable the other directors to know at all times the status of their fellow directors.”
Abercrombie v. Davies, 123 A.2d 893 (Del. Ch. 1956). “8 Del.C. § 142(a) and (c). Can it be said that these powers fairly tend to provide the parties to the Agreement with the mechanics legally necessary to implement their stated intent and purpose in executing the Agreement? I think so.”
Young v. Janas, 103 A.2d 299 (Del. Ch. 1954). “Defendants say this action violated 8 Del. C. § 142 which provides in part that "the president shall be chosen from among the directors.”
Wagner v. BRP Grp., Inc. (Del. Ch. 2024). · cites it 3× “95 8 Del. C. § 142(b). 96 Id. (emphasis added).”
Mynette Tech., Inc. v. United States (Fed. Cl. 2022). · cites it 2× “8 Del. C. § 142(a). Section 28 of Mynette’s bylaws, titled “Tenure and Duties of Officers” describes the roles and responsibilities of Mynette’s officers.”
West Palm Beach Firefighters' Pension Fund v. Moelis & Co. (Del. Ch. 2024). · cites it 2× “123 See 8 Del. C. § 142(a) (“Every corporation organized under this chapter 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 and as may be necessary to…”
Stoms v. Federated Serv. Ins. Co. (Del. Super. Ct. 2014). · cites it 2× “” 49 Thus, the issue is “whether the evidence presents a sufficient disagreement to require submission to a jury or whether it is so one-sided that one party must prevail as a matter of law.”
R.A. Feuer v. Sumner M. Redstone (Del. Ch. 2018). “131 Contrary to the terms of the Employment Agreement quoted above, the Amended Complaint alleges numerous facts demonstrating that it should have been abundantly clear to the members of the Board—from their attendance at Board meetings, press publicity, and other interactions…”
In Re Aerojet Rocketdyne Holdings, Inc. (Del. Ch. 2022). “” 8 Del. C. § 142(a). Aerojet’s bylaws generally provide that officers shall have such powers “as may be assigned by the Board” and that “officers shall have such powers and shall perform such duties, executive or otherwise, as from time to time may be assigned to them by the…”
Harris v. Harris (Del. Ch. 2023). “8 Del. C. § 142(a). Section 142(b) further provides that “[o]fficers shall be chosen in such manner and shall hold their offices for such terms as are prescribed by the bylaws or determined by the board of directors or other governing body.”
McRitchie v. Zuckerberg (Del. Ch. 2024). “See 8 Del. C. § 142. And like directors, they too exercise corporate power on behalf of the corporation and its stockholders.”
Show all 16 citing cases →
— 8 Del. C. § 142(a) — 6 cases
Abercrombie v. Davies, 123 A.2d 893 (Del. Ch. 1956). “8 Del.C. § 142(a) and (c). Can it be said that these powers fairly tend to provide the parties to the Agreement with the mechanics legally necessary to implement their stated intent and purpose in executing the Agreement? I think so.”
In Re Aerojet Rocketdyne Holdings, Inc. (Del. Ch. 2022). “” 8 Del. C. § 142(a). Aerojet’s bylaws generally provide that officers shall have such powers “as may be assigned by the Board” and that “officers shall have such powers and shall perform such duties, executive or otherwise, as from time to time may be assigned to them by the…”
Mynette Tech., Inc. v. United States (Fed. Cl. 2022). “8 Del. C. § 142(a). Section 28 of Mynette’s bylaws, titled “Tenure and Duties of Officers” describes the roles and responsibilities of Mynette’s officers.”
Harris v. Harris (Del. Ch. 2023). “8 Del. C. § 142(a). Section 142(b) further provides that “[o]fficers shall be chosen in such manner and shall hold their offices for such terms as are prescribed by the bylaws or determined by the board of directors or other governing body.”
West Palm Beach Firefighters' Pension Fund v. Moelis & Co. (Del. Ch. 2024). “123 See 8 Del. C. § 142(a) (“Every corporation organized under this chapter 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 and as may be necessary to…”
— 8 Del. C. § 142(b) — 6 cases
Nisselson v. Softbank Am Corp. (In Re MarketXT Holdings Corp.), 361 B.R. 369 (Bankr. S.D.N.Y. 2007). “8 Del. C. § 142(b) provides, in part, that "[a]ny officer may resign at any time upon written notice to the corporation.”
Donald J. Wylie v. The Marley Co., 891 F.2d 1463 (10th Cir. 1989). “The necessity for written notice to the corporation before a director’s resignation becomes effective clearly indicates an intent to outlaw secret, covert resignations in order to enable the other directors to know at all times the status of their fellow directors.”
Wagner v. BRP Grp., Inc. (Del. Ch. 2024). “95 8 Del. C. § 142(b). 96 Id. (emphasis added).”
Mynette Tech., Inc. v. United States (Fed. Cl. 2022). “8 Del. C. § 142(a). Section 28 of Mynette’s bylaws, titled “Tenure and Duties of Officers” describes the roles and responsibilities of Mynette’s officers.”
West Palm Beach Firefighters' Pension Fund v. Moelis & Co. (Del. Ch. 2024). “123 See 8 Del. C. § 142(a) (“Every corporation organized under this chapter 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 and as may be necessary to…”
— 8 Del. C. § 142(e) — 1 case
Wagner v. BRP Grp., Inc. (Del. Ch. 2024). “95 8 Del. C. § 142(b). 96 Id. (emphasis added).”
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