- [record date for meetings] To determine the stockholders entitled to notice of any stockholder meeting, the board may by resolution fix a record date between 10 and 60 days before the meeting, but not earlier than the date of the resolution. Such date also determines voting rights unless the board concurrently fixes a later date on or before the date of the meeting for such determination. If the board does not fix one, the record date for notice and voting is the close of business on the day next preceding the day on which (i) notice is given or, (ii) if notice is waived, the meeting is held. A determination of stockholder notice and voting rights for a meeting also applies to any adjournment unless the board fixes new record dates for both in accordance with the foregoing provisions.
- [record date for written consent] To determine the stockholders entitled to consent to corporate action without a meeting pursuant to §228, the board may by resolution fix a record date between 0 and 10 days from the date of the resolution. If the board does not fix a record date, then
- if no prior action by the board is required by this chapter, the record date is the first date on which a signed consent is delivered to the corporation in accordance with §228(d);
- if prior action by the board is required by this chapter, the record date is at the close of business on the day on which the board adopts the required resolution.
- [record date for other lawful actions] To determine the stockholders for the purpose of any other lawful action (e.g., receipt of a dividend, or exercise of conversion rights), the board may by resolution fix a record date not more than 60 days prior to such action and no earlier than the date of the resolution. If the board does not fix one, the record date for any such purpose shall be at the close of business on the day on which the board adopts the resolution relating thereto.