Subject to this chapter in respect of the vote that shall be required for a specified action, the certificate of incorporation or bylaws of any corporation authorized to issue stock may specify the number of shares and/or the amount of other securities having voting power the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business, but in no event shall a quorum consist of less than 1/3 of the shares entitled to vote at the meeting, except that, where a separate vote by a class or series or classes or series is required, a quorum shall consist of no less than 1/3 of the shares of such class or series or classes or series. In the absence of such specification in the certificate of incorporation or bylaws of the corporation:
(1) A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders;
(2) In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders;
(3) Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors; and
(4) Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series.
A bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors.
8 Del. C. 1953,
§
216;
56 Del. Laws, c. 50;
63 Del. Laws, c. 25,
§
7;
64 Del. Laws, c. 112,
§
21;
66 Del. Laws, c. 136,
§§
10, 11;
71 Del. Laws, c. 339,
§§
34, 35;
75 Del. Laws, c. 306,
§
5;
76 Del. Laws, c. 145,
§
3;
Notes of Decisions
Homac, Inc. v. DSA Fin. Corp., 661 F. Supp. 776 (E.D. Mich. 1987).
“8 Del.C. § 216 provides that a majority consent is needed for shareholder action, unless provided otherwise in the Certificate of Incorporation or bylaws.”
Richard J. Tornetta v. Elon Musk (Del. Ch. 2019).
· cites it 3× “93 And the vote clearly satisfied the statutory requirements: 92 8 Del. C. § 216. 93 See Ex. 16 (Tesla Current Report (8-K) Feb.”
Andrea C. Beck v. John A. Greim (Del. Ch. 2020).
“Compare 8 Del. C. § 216 (requiring stock corporation to establish for the transaction of any business a quorum requirement of at least one-third of the shares entitled to vote), with 8 Del.”
Colon v. Bumble, Inc. (Del. Ch. 2023).
“See 8 Del. C. § 216. The shares would be legally entitled to vote on the issue presented, even though the stockholder would not be allowed to vote as a matter of contract.”
Salama v. Simon (Del. Ch. 2024).
“See 8 Del. C. § 216(1). After the 2023 Amendments, and assuming no abstentions or non-votes, an amendment to increase the authorized shares could pass with the affirmative vote of just 25.”
Salama v. Simon (Del. Ch. 2024).
“See 8 Del. C. § 216(1). After the 2023 Amendments, and assuming no abstentions or non-votes, an amendment to increase the authorized shares could pass with the affirmative vote of just 25.”
Anchorage Police & Fire Ret. Sys. v. Rudy Adolf (Del. Ch. 2025).
“at *18 (citing 8 Del. C. § 216(2) (requiring a “majority of shares present in person or represented by proxy,” once a quorum is present, to take action), (3) (requiring “a plurality of the votes of the shares present in person or represented by proxy,” once a quorum is present,…”
Friedman v. Dolan (Del. Ch. 2015).
“of Chancery Rule 12(b)(6) (“DD RB”) 6 (citing 8 Del. C. § 216(3)). 53 It is conclusory to argue that the Compensation Committee Defendants were dependent on their director compensation because they had retired from full-time employment (or worked in the non-profit sector).”
— 8 Del. C. § 216(1) — 2 cases
Salama v. Simon (Del. Ch. 2024).
“See 8 Del. C. § 216(1). After the 2023 Amendments, and assuming no abstentions or non-votes, an amendment to increase the authorized shares could pass with the affirmative vote of just 25.”
Salama v. Simon (Del. Ch. 2024).
“See 8 Del. C. § 216(1). After the 2023 Amendments, and assuming no abstentions or non-votes, an amendment to increase the authorized shares could pass with the affirmative vote of just 25.”
— 8 Del. C. § 216(2) — 2 cases
Anchorage Police & Fire Ret. Sys. v. Rudy Adolf (Del. Ch. 2025).
“at *18 (citing 8 Del. C. § 216(2) (requiring a “majority of shares present in person or represented by proxy,” once a quorum is present, to take action), (3) (requiring “a plurality of the votes of the shares present in person or represented by proxy,” once a quorum is present,…”
— 8 Del. C. § 216(3) — 1 case
Friedman v. Dolan (Del. Ch. 2015).
“of Chancery Rule 12(b)(6) (“DD RB”) 6 (citing 8 Del. C. § 216(3)). 53 It is conclusory to argue that the Compensation Committee Defendants were dependent on their director compensation because they had retired from full-time employment (or worked in the non-profit sector).”
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