| HB 94 | Signed | Baumbach | This bill updates the statute governing the Delaware Division of Libraries, revising terminology to reflect the varied roles of Delaware libraries in the 21st Century. The bill also codifies existing responsibilities of the Division of Libraries related to coordination of state library technology. | AN ACT TO AMEND TITLE 29 OF THE DELAWARE CODE RELATING TO THE DIVISION OF LIBRARIES. |
| SB 48 w/ HA 1 | Signed | Townsend | Under this Act, a pharmacist who dispenses narloxone under an established set of circumstances is not subject to disciplinary or other adverse action under any professional licensing statute or criminal liability, or liable for damages related to injuries or death sustained in connection with administering the drug, unless it is established that the pharmacist caused the injuries or death wilfully, wantonly, or by gross negligence. | AN ACT TO AMEND TITLE 16 OF THE DELAWARE CODE RELATING TO NALOXONE. |
| HB 99 w/ HA 1 | Signed | K. Williams | This bill would require that a resident 65 years of age or older claiming a tax credit against school taxes must be a resident of the state for at least 10 years before qualifying for such credit. The current requirement is only for 3-year residency. This bill makes a conforming change in the Code provision governing reimbursements from the General Fund. It also eliminates language related to 2001 taxes, which is no longer relevant. This change will be effective for tax and fiscal years after January 1, 2017. Those residents who would have become eligible over the last three years under the prior version of the statute will remain eligible. | AN ACT TO AMEND TITLES 14 AND 29 OF THE DELAWARE CODE RELATING TO ADMINISTRATION OF SCHOOL PROPERTY TAX CREDITS. |
| HB 112 | Signed | Jaques | This Act allows professional licensing boards and commissions administered by the Division of Professional Regulation to recognize military education, training, and experience of all current and former military personnel when reviewing credentials and issuing licenses. This is a change from the current law, which only allows such boards and commissions to do so for active duty military, members of the National Guard, or military reserves assigned to a duty station in Delaware. This change would recognize the military education, training, and experience of individuals who are retired, a veteran, or are active duty individuals assigned to duty stations located outside this State. | AN ACT TO AMEND TITLE 29 OF THE DELAWARE CODE RELATING TO LICENSES AND PERMITS ISSUED TO SERVICE MEMBERS AND THEIR SPOUSES BY BOARDS AND COMMISSIONS ADMINISTERED BY THE DIVISION OF PROFESSIONAL REGULATION. |
| SB 69 | Signed | Townsend | Section 1. Sections 1, 2, 5, 6, 7, 11 and 36 of this Act amend Sections 151(f), 202(a), 219(a), 219(c), 224, 232(c) and 364 of Title 8, respectively. Amendments to Sections 219, 224 and 232 and related provisions are intended to provide specific statutory authority for Delaware corporations to use networks of electronic databases (examples of which are described currently as “distributed ledgers” or a “blockchain”) for the creation and maintenance of corporate records, including the corporation’s stock ledger. Section 219(c), as amended, now includes a definition of “stock ledger.” Section 224, as amended, requires that the stock ledger serve three functions contemplated by the Delaware General Corporation Law: it must enable the corporation to prepare the list of stockholders specified in Sections 219 and 220; it must record the information specified in Sections 156, 159, 217(a) and 218; and, as required by Section 159, it must record transfers of stock as governed by Article 8 of subtitle I of Title 6. Sections 151, 202 and 364 are also amended to clarify that the notices given to holders of uncertificated shares pursuant to those sections may be given by electronic transmission.
Section 2. Sections 3 and 4 of this Act amend Section 203(b) of Title 8. The amendments to Section 203(b)(3) clarify that an amendment to the corporation’s certificate of incorporation opting out of the restrictions on business combinations under that section becomes effective at the date and time such amendment becomes effective under Section 103 (in the case of a corporation that has never had a class of voting stock listed on a national securities exchange or held of record by more than 2,000 stockholders and that has not elected through its original certificate of incorporation or any amendment thereto to be governed by Section 203) or 12 months after the effective date of such amendment (in the case of all other corporations), rather than, in each case, the time at which the amendment is adopted by stockholders. The amendment to the last sentence of Section 203(b) adopts the same language with respect to the effectiveness of an amendment as added in Section 203(b)(3).
Section 3. Sections 8, 9 and 10 of this Act amend Sections 228(c), 228(d) and 228(e) of Title 8, respectively. Section 228 is amended to provide that a consent need not bear the date of signature of the stockholder or member signing the consent. The amendments to Section 228(c) also provide that the sixty-day period for the delivery of consents will start on the first date a consent is delivered to the corporation. The amendments eliminate surplus language that specified where consents had to be delivered.
Section 4. Sections 12 through 35 of this Act amend the provisions on mergers and consolidations in subchapter IX of chapter 1 of Title 8. Sections 254, 263 and 264 are amended to permit mergers of Delaware corporations with joint-stock or other associations, limited liability companies and partnerships formed or organized under the laws of a non-US jurisdiction. Sections 252, 253, 258 and 267 are amended to use the term “foreign corporation” (as such term is defined in Section 371(a)) to refer consistently to mergers with a corporation organized under the laws of any jurisdiction other than the State of Delaware. Sections 255 and 256 are amended to clarify how membership interests in a non-stock corporation may be treated in a merger and, as a result, redundant language to this effect in Section 257 is eliminated. All sections relating to mergers are amended to conform language to eliminate inconsistencies. The term “organized” is used with respect to corporations and refers to the method by which a corporation is formed, incorporated, created or otherwise comes into being under the laws governing its internal affairs. The term “formed” is used with respect to non-corporate entities and includes the method by which a non-corporate entity is formed, created or otherwise comes into being under the laws governing its internal affairs. Both terms are used with respect to joint stock associations given that the manner in which they are characterized may, depending upon the law at issue, include attributes of both “organized” and “formed”. The clarification of the terms used to refer to corporations and non-corporate entities and the elimination of the term “existing” from Section 251 are for clarification purposes only and do not change the intent of such sections prior to the amendments. Each of the statutes on mergers and consolidations involving Delaware corporations and non-Delaware entities is amended to provide that such mergers and consolidations are permitted so long as the laws of the applicable non-Delaware jurisdictions do not prohibit the transaction. These amendments change provisions of Sections 252, 253, 256 and 258 that permitted these mergers and consolidations under Delaware law only if the applicable non-Delaware law “permitted” the transaction and change the language of Sections 254, 263, 264 and 267 from not “forbid” to not “prohibit”. The amendments are intended to further facilitate mergers and consolidations of Delaware corporations with non-Delaware entities.
Section 5. Sections 37 and 38 of this Act amend Sections 374 and 502(a) of Title 8, respectively. Section 502 is amended to clarify the information required to be disclosed in annual reports filed by domestic corporations with the Office of the Secretary of State of the State of Delaware. Section 374 is amended to conform the annual reporting requirements for corporations formed in another jurisdiction and qualifying to do business in Delaware with the requirements for domestic corporations. The amendments will allow for seamless electronic integration and more efficient processing of these annual reports.
Section 6. Sections 39 and 40 of this Act relate to the effectiveness of the amendments to Title 8. Section 40 of this Act provides that Sections 8 through 10 of this Act (relating to the amendments to Section 228 of Title 8) are effective only for stockholder and member actions taken by consent having a record date, for purposes of determining the stockholders or members entitled to consent, on or after August 1, 2017. Section 39 of this Act provides that Sections 1 through 7 and Sections 11 through 38 of this Act (relating to the remaining amendments to Title 8 set forth in this Act) are effective on August 1, 2017. | AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW. |
| SB 70 | Signed | Townsend | Sections 1 and 7. These sections amend Sections 15-108(d) and 15-1102(a)(1)(a) of the Act to clarify and confirm the distinction between domestic partnerships and foreign partnerships and to make certain other conforming changes.
Section 2. This section amends Section 15-401(l) of the Act to confirm and clarify the broad power and authority of a partner to delegate any or all of the partner’s rights, powers and duties to manage and control the business and affairs of a partnership, including any core governance functions.
Section 3. This section amends Section 15-901(a) of the Act relating to conversions to a partnership to confirm that the term "other entity" includes any incorporated or unincorporated business or entity (other than a domestic partnership).
Section 4. This section amends Section 15-902(a) of the Act relating to mergers and consolidations to confirm that "other business entity" includes any incorporated or unincorporated business or entity (other than a domestic partnership).
Section 5. This section amends Section 15-903(a) of the Act relating to a conversion of a partnership to confirm that a domestic partnership may convert to any incorporated or unincorporated business or entity (other than a domestic partnership).
Section 6. This section amends Section 15-904(a) of the Act relating to the domestication of non-United States entities to confirm that the term "non-United States entity" includes any incorporated or unincorporated non-United States business or entity.
Section 8. This section provides that the proposed amendments of the Act shall become effective August 1, 2017. | AN ACT TO AMEND CHAPTER 15, TITLE 6 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION AND DISSOLUTION OF DOMESTIC PARTNERSHIPS AND THE REGISTRATION AND REGULATION OF FOREIGN LIMITED LIABILITY PARTNERSHIPS. |
| SB 71 | Signed | Townsend | This bill continues the practice of amending periodically the Delaware Revised Uniform Limited Partnership Act (the "Act") to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act.
Sections 1 through 6, 10 and 15. These sections amend Sections 17-101(4), 17-101(8), 17-102(5), 17-104(b), 17-104(g), 17-104(i)(4), 17-216(b)(6) and 17-902(1)(b) of the Act to clarify and confirm the distinction between domestic limited partnerships and foreign limited partnerships and to make certain other conforming changes.
Section 7. This section adds subsection (e) to Section 17-201 of the Act to confirm and clarify that a certificate of limited partnership substantially complies with Section 17-201(a)(2) if it contains the name of the registered agent and the address of the registered office even if the certificate of limited partnership does not expressly designate such person as the registered agent or such address as the registered office or the address of the registered agent.
Section 8. This section amends Section 17-211(a) of the Act relating to mergers and consolidations to confirm that "other business entity" includes any incorporated or unincorporated business or entity (other than a domestic limited partnership).
Section 9. This section amends Section 17-215(a) of the Act relating to the domestication of non-United States entities to confirm that the term "non-United States entity" includes any incorporated or unincorporated non-United States business or entity.
Section 11. This section amends Section 17-217(a) of the Act relating to conversions to a limited partnership to confirm that the term "other entity" includes any incorporated or unincorporated business or entity (other than a domestic limited partnership).
Section 12. This section amends Section 17-219(a) of the Act relating to a conversion of a limited partnership to confirm that a domestic limited partnership may convert to any incorporated or unincorporated business or entity (other than a domestic limited partnership).
Section 13. This section amends Section 17-303(b)(1) of the Act to confirm that limited partners may hold any type of interest in a general partner without participating in the control of the business of a limited partnership.
Section 14. This section amends Section 17-403(c) of the Act to confirm and clarify the broad power and authority of a general partner to delegate any or all of the general partner’s rights, powers, and duties to manage and control the business and affairs of a limited partnership, including any core governance functions.
Section 16. This section provides that the proposed amendments of the Act shall become effective August 1, 2017. | AN ACT TO AMEND CHAPTER 17, TITLE 6 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION AND DISSOLUTION OF DOMESTIC LIMITED PARTNERSHIPS AND THE REGISTRATION AND REGULATION OF FOREIGN LIMITED PARTNERSHIPS. |
| SB 72 w/ SA 1 | Signed | Townsend | This bill continues the practice of amending periodically the Delaware Limited Liability Company Act (the "Act") to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act.
Sections 1 through 5 and 12. These sections amend Sections 18-101(4), 18-101(11), 18-102(5), 18-104(g), 18-104(i)(4) and 18-1107(a) of the Act to clarify and confirm the distinction between domestic limited liability companies and foreign limited liability companies and to make certain other conforming changes.
Section 6. This section adds subsection (e) to Section 18-201 of the Act to confirm and clarify that a certificate of formation substantially complies with Section 18-201(a)(2) if it contains the name of the registered agent and the address of the registered office even if the certificate of formation does not expressly designate such person as the registered agent or such address as the registered office or the address of the registered agent.
Section 7. This section amends Section 18-209(a) of the Act relating to mergers and consolidations to confirm that "other business entity" includes any incorporated or unincorporated business or entity (other than a domestic limited liability company).
Section 8. This section amends Section 18-212(a) of the Act relating to the domestication of non-United States entities to confirm that the term "non-United States entity" includes any incorporated or unincorporated non-United States business or entity.
Section 9. This section amends Section 18-214(a) of the Act relating to conversions to a limited liability company to confirm that the term "other entity" includes any incorporated or unincorporated business or entity (other than a domestic limited liability company).
Section 10. This section amends Section 18-216(a) of the Act relating to a conversion of a limited liability company to confirm that a domestic limited liability company may convert to any incorporated or unincorporated business or entity (other than a domestic limited liability company).
Section 11. This section amends Section 18-407 of the Act to confirm and clarify the broad power and authority of a member or manager to delegate any or all of the member’s or manager’s rights, powers and duties to manage and control the business and affairs of a limited liability company, including any core governance functions.
Section 13. This section provides that the proposed amendments of the Act shall become effective August 1, 2017. | AN ACT TO AMEND CHAPTER 18, TITLE 6 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION AND DISSOLUTION OF DOMESTIC LIMITED LIABILITY COMPANIES AND THE REGISTRATION AND REGULATION OF FOREIGN LIMITED LIABILITY COMPANIES. |
| HCR 30 | Passed | Schwartzkopf | This Concurrent Resolution celebrates the 50th anniversary of the landmark U.S. Supreme Court decision In re Gault and the importance of its extension of the Constitutional guarantee of due process. | RECOGNIZING 2017 AS THE 50TH ANNIVERSARY OF IN RE GAULT. |
| SA 1 to HS 1 for HB 1 | Passed | Henry | This Amendment does all of the following:
(1) Makes clear that an employer is not liable under § 709B of Title 19, as set forth in the Act, if the employer can demonstrate that its agent, who is not an employee, was informed of the requirements of the section and instructed to comply.
(2) Requires the Department of Labor to post the requirements of § 709B on its website and make necessary efforts to educate employers.
(3) Makes clear that the penalties in § 709B apply to an employer and an employer’s agent.
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| SA 1 to SB 72 | Passed | Townsend | This Amendment makes a technical correction. | |
