Legislation Document

AMEND House Bill No. 310 by inserting after the enactment clause the following: “(Three-fifths of all members elected to each house thereof concurring therein)”.

FURTHER AMEND House Bill No. 310 on line 4 by deleting “ SUSTAINABILITY AND TRANSPARENCY ” as it appears therein and inserting in lieu thereof “ TRANSPARENCY AND SUSTAINABILITY ”.

FURTHER AMEND House Bill No. 310 by inserting after line 5 but before line 6 the following:

§ 5000D Purpose.

The intent of this chapter is to support Delaware business entities in their global sustainability efforts. This chapter is enabling legislation that permits a Delaware entity to signal its commitment to global sustainability. This chapter does not purport to prescribe which sustainability standards an entity chooses to adopt. Thus, a Delaware entity is free to choose standards promulgated by any entity.

FURTHER AMEND House Bill No. 310 by deleting lines 12 and 13 in their entirety and redesignating accordingly.

FURTHER AMEND House Bill No. 310 by deleting lines 21 through 24 in their entirety and inserting in lieu thereof the following:

“ (5) “Certification of Adoption of Transparency and Sustainability Standards” shall mean a certificate, issued by the Secretary of State, attesting that a Reporting Entity has filed with the Secretary of State a Standards Statement pursuant to this chapter. Such certificate shall state on its face that the State of Delaware has not reviewed the contents or implementation of the matters referenced in the Standards Statement, nor verified any Reports made by the Reporting Entity.” ”

FURTHER AMEND House Bill No. 310 by deleting lines 53 and 54 in their entirety and inserting in lieu thereof the following:

“ c. objective and factual information with respect to the Entity’s performance in meeting its Standards during the Reporting Period, and an assessment by the Governing Body whether the Entity has been successful in meeting the Standards. ”

FURTHER AMEND House Bill No. 310 on line 73 by deleting “ Sustainability and Transparency ” as it appears therein and inserting in lieu thereof “ Transparency and Sustainability ”.

FURTHER AMEND House Bill No. 310 on line 74 by deleting “ continued ” as it appears therein and inserting in lieu thereof “ continues ”.

FURTHER AMEND House Bill No. 310 by deleting lines 76 through 79 in their entirety and inserting in lieu thereof the following:

“ (13) “Reporting Period” shall mean a period of one year, the initial such period to begin not more than one year following the filing of the Standards Statement, and subsequent Reporting Periods to begin on the day following the last date of the prior Reporting Period.” ”

FURTHER AMEND House Bill No. 310 by inserting after line 82 and before line 83 and redesignating accordingly:

“ ( ) “Standards Statement” shall mean the filing described in § 5003D of this chapter.” ”

FURTHER AMEND House Bill No. 310 by deleting lines 90 through 133 in their entirety and inserting in lieu thereof the following:

“ § 5002D Certificate of Adoption of Transparency and Sustainability Standards.

(1) The Secretary of State shall issue a Certificate of Adoption of Transparency and Sustainability Standards to any Entity if the Secretary of State shall have determined that the following conditions have been satisfied:

a. such Entity shall have executed and acknowledged, and delivered to the Secretary of State, a Standards Statement;

b. such Entity shall have paid all fees and costs assessed by the Secretary of State; and

c. such Entity remains a Reporting Entity, [and if such Entity is registered or formed with the Secretary of State, it is in good standing upon the records of the Secretary of State ].

(2) Each Reporting Entity shall, for all purposes of the laws of this State, be authorized and permitted to disclose, publicly or privately, that it is a Reporting Entity.

§ 5003D Statement of Adoption of Transparency and Sustainability Standards. If the Governing Body of an Entity has adopted resolutions setting forth the Entity’s Standards and Assessment Measures, the Entity may file a Standards Statement that:

(1) Acknowledges that the Governing Body of the Entity has adopted resolutions setting forth the Entity’s Standards and Assessment Measures;

(2) Identifies an internet link on the principal website maintained by or on behalf of the Entity at which the Standards and Assessment Measures, the Third Party Criteria used to develop the Standards, a description of the process by which such Standards were identified, developed and approved and any Report filed or to be filed by the Entity are and will be readily available at no cost and without the requirement of the provision of any information, and will remain available for so long as the Entity remains a Reporting Entity (the “Website”);

(3) Acknowledges that the Entity has agreed to acknowledge and deliver to the Secretary of State, within 30 days after a request therefor by the Secretary of State, its most recent Report; and

(4) Acknowledges that the Entity has committed, for each Reporting Period, to:

a. use the Assessment Measures to assess the Entity’s performance in meeting its Standards;

b. review and assess its Standards and Assessment Measures, and make such changes thereto as the Governing Body in good faith determines are necessary or advisable in furtherance of meeting the Entity’s Standards; and

c. prepare and make readily available to the public at no cost and without the requirement of the provision of any information (by posting on the Website at the identified internet link) a copy of its Report within 90 days of the end of each Reporting Period; and

(5) Set forth the address within the State of Delaware to which the Secretary of State shall mail any notices; and

(6) Is acknowledged by an Authorized Person.

§ 5004D Reporting Entity Status: Renewal Statement.

(1) A Renewal Statement shall be submitted to the Secretary of State between October 1 ^st and December 31 ^st of each year. A Reporting Entity shall become a Non-Reporting Entity on January 1 of the following year if the Reporting Entity shall have failed to submit the Renewal Statement to the Secretary of State in accordance with this chapter without the need for further action by the Secretary of State. A Reporting Entity’s Renewal Statement shall:

a. Acknowledge that any changes since its most recent filing of a Renewal Statement or Restoration Statement, or, if no Renewal Statement or Restoration Statement has been filed, since the filing of its Standards Statement, to its address within the State of Delaware, Standards and Assessment Measures, and a description of the process by which such changes were identified, developed and approved by the Entity and the Third Party Criteria used to develop any changes to the Standards are available on the Website;

b. Acknowledge that, for the most recent Reporting Period for which a Report was required to be made available on or prior to October 1, if any, a Report was made available on the website in accordance with this chapter within the time period provided for in Section [5003D(4)c];

c. provide an internet link to the Report for the most recent Reporting Period, if any, on the Website and

d. be acknowledged by an Authorized Person.

(2) No Standards Statement shall be accepted by the Secretary of State for an entity if it has become a Non-Reporting Entity pursuant to paragraph (1) of this Section 5004D within the prior year.

(3) On or before September 1 of each year, the Secretary of State shall mail to each Reporting Entity at its address as specified in § 5003D (5), a notice specifying that the Renewal Statement together with applicable fees shall be due on October 1 of the current year and stating that the Reporting Entity shall become a Non-Reporting Entity on January 1 of the following year if such Renewal Statement is not filed.

§ 5005D Restoration Statement.

(1) If any Reporting Entity shall become a Non-Reporting Entity for failure to file a Renewal Statement, it may, at any time during the calendar year following such failure, file a Restoration Statement. The Restoration Statement shall:

b. acknowledge that a Report for the all Reporting Periods ended more than 90 days prior to filing the Restoration Statement have been made available on the Website in accordance with this Chapter;

c. provide an internet link on the Website to the Report for the most recent Reporting Period and any other Reporting Period for which an internet link has not been previously provided in a Renewal Statement or Restoration Statement; and

d. be acknowledged by an Authorized Person

(2) Any Non-Reporting Entity that files a Restoration Statement shall thereupon automatically become a Reporting Entity, without the need for further action by the Secretary of State.

FURTHER AMEND House Bill No. 310 on line 134 by deleting “ § 5005D ” as it appears therein and inserting in lieu thereof “ § 5006D ”.

FURTHER AMEND House Bill No. 310 after line 139 and before line 140 the following:

“ § 5007D Fees.

No document required to be filed under this chapter shall be effective until the applicable fee required by this section is paid. The following fees shall be paid to and collected by the Secretary of State for the use of the State of Delaware:

(1) Upon the receipt of a statement under § 5003D of this Chapter or a Renewal Statement under 5004D of this chapter, a fee in the amount of up to $200.

(2) For issuing a Certificate of Adoption and Availability of Transparency and Sustainability Standards Reporting, a fee in the amount of $50.

(3) Upon receipt of a Restoration Statement under § 5005D of this chapter, a fee in the amount of $5,000.

(4) For certifying copies of any instrument on file as provided by this chapter, a fee in the amount of $50 for each copy certified.

(5) The Secretary of State may issue photocopies or electronic image copies of instruments on file as provided for by this chapter, as well as instruments, documents and other papers not on file, and for all such photocopies or electronic image copies which are not certified by the Secretary of State, a fee of $10 shall be paid for the first page and $2.00 for each additional page. Notwithstanding Delaware's Freedom of Information Act (Chapter 100 of Title 29) or other provision of law granting access to public records, the Secretary of State upon request shall issue only photocopies or electronic image copies of public records in exchange for the fees described in this section, and in no case shall the Secretary of State be required to provide copies (or access to copies) of such public records (including without limitation bulk data, digital copies of instruments, documents and other papers, databases or other information) in an electronic medium or in any form other than photocopies or electronic image copies of such public records in exchange, as applicable, for the fees described in this section or § 2318 of Title 29 for each such record associated with a file number.

(6) For issuing any certificate of the Secretary of State, including a certificate of non-reporting status, other than a certification of a copy under (a)(3) of this section, a fee in the amount of $50. ”

FURTHER AMEND House Bill No. 310 by deleting lines 140 through 142 in their entirety and inserting in lieu thereof the following:

“ § 5008D Short Title.

This chapter shall be known and may be identified and referred to as the “Certification of Adoption of Transparency and Sustainability Standards Act”. ”

FURTHER AMEND House Bill No. 310 on line 143 by deleting “ July 1 ” as it appears therein and inserting in lieu thereof “ October 1 ”.