Record a director's resignation and fill the resulting vacancy correctly

Save the director's written or electronically transmitted notice and record when the company received it. Read whether it is effective immediately, at a later date or on a specified event. Under Delaware section 141(b), those terms affect when the resignation takes effect. A conversation about leaving should not be substituted for the actual notice.

Identify the seat the person holds and the documents governing it. The charter, bylaws and relevant voting agreements may affect the replacement process. Keep a distinction between a director's seat, a board-observer invitation and an officer position, even if one person holds several roles.

Delaware section 223 supplies vacancy rules subject to the charter and bylaws. It distinguishes seats elected by stockholders as a single class from seats elected by a particular class or series. The section also addresses situations involving a sole remaining director or no directors in office.

Prepare a short facts sheet for counsel showing the authorized board size, occupied seats, electing constituency and effective resignation time. Ask counsel to identify the approving body and required vote for this seat. Do not apply a generic board-majority rule without checking the company's documents and the statutory conditions.

List pending board and committee actions scheduled around the change. Confirm which directors will be in office when each action occurs and how that affects the required participation. Update consent circulation lists before sending documents for signature.

Section 223(d) provides a route for filling certain vacancies before a future-effective resignation takes effect, subject to the charter and bylaws. If the company wants a continuous handoff, ask counsel whether that route fits. Record the successor's effective appointment time rather than allowing a spreadsheet update to determine it.

Retain the appointment approval, acceptance where required and any related agreements counsel requests. Update the board and committee rosters individually; appointment to the board does not by itself document appointment to every committee. Record the successor's term and the source of that information.

Provide access to the appropriate governing documents and current board materials through the company's authorized process. Remove obsolete access after preserving the records required for the transition. If the departing director retains other rights or roles, counsel should specify the continuing access rather than treating departure as an automatic deletion instruction.

Archive the resignation and replacement together, with the dates and the affected seat. A later reviewer should be able to determine who served when an older decision was made. Avoid maintaining only today's names with no appointment history.

Review any official reports or third-party authority statements that list directors and determine whether and when an update is required. Assign the specific filing or notification to an owner. The board transition record can then support those updates without claiming that an internal roster change reached every external recipient.