A reverse split only impacts the number of issued and outstanding shares and cannot impact the Authorized Shares, it only increases the number of un-issued shares that can be issued in the future. The BOD does not need shareholder approval to authorize a reverse split.
IF a Delaware Corp:
04-06-2011 | 04:37 PM Author: David N. Feldman
One for the Lawyers: Forward Split in Delaware Requires Shareholder Approval
If one reads the Delaware General Corporation Law trying to determine if shareholder approval is required for a reverse or forward stock split, it is not easy to find the answer, since it is not directly addressed. However, all have generally interpreted the law to require reverse stock splits, where outstanding shares are combined to a smaller number, require such approval. If you are public and SEC reporting, this means a full proxy or information statement which is subject to SEC review, delay and cost, but usually is pretty straightforward.