How does a Delaware board fix meeting notice and voting record dates?

Under section 213(a), a board-fixed notice record date cannot precede the fixing resolution and ordinarily must be ten to sixty days before the meeting. The board may fix a later voting record date on or before the meeting when it fixes the notice record date. If the board fixes none, statutory defaults identify the relevant close-of-business date.

Responsible actor. The board fixing record dates, or the corporation applying the statutory default.

Obtain the board resolution or establish that no record date was fixed.

Identify any later voting record date fixed with the notice record date.

For a default, establish the actual notice-giving or notice-waiver facts.

Establish whether the board fixed a record date, the resolution date, the meeting date and any distinct voting date. Notice and voting record dates are not always the same. A waived-notice default differs from the ordinary notice-giving default.

1. The fixing board resolution, meeting date and any separately fixed voting record date
2. Test the notice date against the resolution floor and both ten-to-sixty-day meeting bounds. Then test any separately fixed voting date against the meeting. The single ten-day backward preset cannot establish all constraints or the no-resolution default.
3. Preserve the board resolution and both dates actually fixed. If none was fixed, preserve the legally effective notice or waiver and apply the statutory close-of-business default. Coordinate those facts with meeting notice and the voting list.

Current Delaware Code and retained Chancery compilation reviewed. An editorial check does not establish an amendment commencement date. Establish the statutory version applicable to the actual transaction. The Court compilation is current through June 1, 2026.

The preset collects a meeting date but does not test the resolution floor, full notice window, distinct voting date or statutory defaults. No computed or paid date is supplied.

Fictitious board action. The board fixes a compliant notice record date after its resolution and simultaneously fixes a later voting date near the meeting. The notice and voting dates remain distinct. If no resolution existed, a valid notice or waiver would select a different statutory default rather than either assumed board-fixed date.

The preset collects a meeting date but does not test the resolution floor, full notice window, distinct voting date or statutory defaults. No computed or paid date is supplied.

Separate voting date

When fixing the notice record date, the board may determine a later voting record date on or before the meeting. Applying the notice window to that later voting date would collapse distinct statutory constraints.

No fixed record date

The ordinary default is close of business on the day before notice is given. If notice is waived, the default uses the day before the meeting. Preserve the actual branch.

Adjourned meeting

Subsection (a) addresses continued determinations and newly fixed record dates for an adjourned meeting. The corporation must coordinate any newly fixed notice and voting dates.

• Establish whether the board fixed a record date, the resolution date, the meeting date and any distinct voting date. Notice and voting record dates are not always the same. A waived-notice default differs from the ordinary notice-giving default.
• The preset collects a meeting date but does not test the resolution floor, full notice window, distinct voting date or statutory defaults. No computed or paid date is supplied.

• Obtain the board resolution or establish that no record date was fixed.
• Identify any later voting record date fixed with the notice record date.
• For a default, establish the actual notice-giving or notice-waiver facts.
• When fixing the notice record date, the board may determine a later voting record date on or before the meeting. Applying the notice window to that later voting date would collapse distinct statutory constraints.
• The ordinary default is close of business on the day before notice is given. If notice is waived, the default uses the day before the meeting. Preserve the actual branch.
• Subsection (a) addresses continued determinations and newly fixed record dates for an adjourned meeting. The corporation must coordinate any newly fixed notice and voting dates.