Officers handle ordinary business. The board approves anything that changes who owns the company, commits it to something unusual or involves a conflict of interest. Stockholders approve the few fundamental changes the law reserves to them. When in doubt, get board approval: it costs a signature, and a missing approval for something that needed one is among the most common findings in startup diligence.
What the board approves
The board approves every issuance of stock, to anyone, founders and investors included, along with every option grant and its exercise price, the adoption or amendment of a stock plan, each 409A valuation, and every SAFE or convertible note. It appoints and removes officers and sets executive pay. It approves borrowing, security interests and guarantees, contracts that are large, long, unusual or outside the ordinary course of business, and any transaction in which a director or officer has a personal interest. It approves repurchases of stock, including a departing founder's unvested shares when the agreement calls for company action. And it approves charter amendments, mergers, sales and dissolution before they go to stockholders.
What stockholders approve too
Delaware law requires stockholder approval for amendments to the certificate of incorporation, including authorizing more shares or creating preferred stock (section 242); for mergers (section 251) and sales of all or substantially all of the company's assets (section 271); and for dissolution (section 275). Stockholders also elect and remove directors, and they must approve a stock plan for its options to qualify as incentive stock options.
After a priced round, the investors' protective provisions add more decisions that need a specified majority of the preferred stock, and investor agreements may require their consent as well. Read the charter and the investor rights agreement before acting.
How approvals are given
A board acts by majority vote at a meeting with a quorum, or without a meeting by unanimous written consent, which every director must sign; electronic signatures count. Most early-stage boards act almost entirely by written consent. Once you hold meetings, keep minutes that record who attended, what was presented and what was decided.
Stockholders act at an annual or special meeting, or by written consent. Under section 228, unless the charter prohibits it, stockholders can act by a written consent signed by holders of at least as many shares as would be needed to approve the action at a meeting, with no meeting and no advance notice. The company must then promptly tell the stockholders who did not sign. Investor charters sometimes limit written consents, so check yours.
Writing them down
A resolution should say exactly what is being approved, in enough detail that someone reading it years later understands it: the number of shares, the price, the person, the date. Attach the documents being approved, and keep the signed consent in the company's minute book, not in someone's inbox.
Approve things before they happen, not after. Delaware has a statutory process for fixing defective corporate acts after the fact, in sections 204 and 205, but it takes far more work than getting the approval right the first time.