Daily Report for 7/29/2022

Governor's Actions

BillCurrent StatusSponsorSynopsisTitle
HB 193 w/ HA 3 + SA 1SignedD. ShortThis bill seeks to provide the State Fire Commission with the authority to hear and resolve disputes filed by members of the public or fire companies with respect to firefighting activities by individual firefighters and fire companies. The Commission may utilize existing regulations to hear such disputes or many promulgate additional regulations consistent and in furtherance of this subsection. This bill also authorizes the Commission and its staff to investigate fires where firefighters are injured and to issue investigative reports detailing findings and conclusions. Finally, the bill provides immunity to the Commission and its staff for activity authorized by this section. AN ACT TO AMEND TITLE 16 OF THE DELAWARE CODE RELATING TO THE JURISDICTION OF THE DELAWARE STATE FIRE PREVENTION COMMISSION.
SB 163 w/ SA 3SignedLawsonThis Act more closely aligns the meaning of agricultural, horticultural, and forestry land use with the U.S. Census Bureau’s definition of “farm,” which, since the 1974 Census, has included “any place from which $1,000 or more of agricultural products were produced and sold . . . during the year.” This alignment will ensure a more equitable tax treatment of farms throughout Delaware. Under this Act, the use qualifies as agricultural, horticultural, or forestry only if, during the applicable year, the use results in $1,000 or more of products being produced or sold, the owner of the land files a Schedule F (Profit or Loss From Farming) form with the U.S. Internal Revenue Service, and the use is made on at least 10 acres. “Applicable year” means the calendar year immediately before the February 1 that an application for valuation is due under § 8334(3) of Title 9. This Act keeps the existing Delaware law that allows contiguous parcels to be combined to reach the required threshold. This Act also clarifies that an application for valuation must be submitted on the next official business day if February 1 falls on a weekend day or legal holiday. Finally, this Act makes technical corrections to conform existing law to the standards of the Delaware Legislative Drafting Manual, including citing to § 8333 within § 8334, both of Title 9, instead of duplicating identical language in 2 places in the Code.AN ACT TO AMEND TITLE 9 OF THE DELAWARE CODE RELATING TO FARMS.
HB 234 w/ HA 1SignedMinor-BrownThis Act requires the Department of Health and Social Services, Division of Medicaid and Medical Assistance to take the necessary steps to expand Medicaid coverage to pregnant women from the current coverage of 60-days from the end of pregnancy under federal Medicaid regulations to 12 months from the end of pregnancy. As a consequence of the COVID-19 pandemic, pregnant women receiving Medicaid benefits cannot be dropped so comprehensive medical care and other health care services have continued beyond 60 days until 12 months after the end of pregnancy by virtue of the federal Determination that a Public Health Emergency Exists. This Act would continue that coverage after the Determination is not renewed. In the event that coverage under the Determination ends before the State Plan Amendment is approved, the State will be obligated to provide the cost of coverage for services provided to pregnant women during the period from 60 days until 12 months after pregnancy ends. Insurance coverage is a critical factor in determining women’s access to affordable postpartum care and is a key strategy for reducing preventable maternal mortality. Extending the period postpartum during which insurance coverage is available will help close the disparity in the maternal morbidity and mortality rate, improve access for preventive services and comprehensive care for chronic conditions, including behavioral health, and accordingly, improve the overall health outcomes among Black women and women of other races. AN ACT TO AMEND TITLE 31 RELATED TO EXTENSION OF MEDICAID COVERAGE THROUGH THE FIRST YEAR POSTPARTUM.
SB 213SignedS. McBrideThis bill adds representation from the Division of Medicaid and Medical Assistance (DMMA) to the Delaware Healthy Mother and Infant Consortium and the Overdose System of Care Committee. AN ACT TO AMEND TITLE 16 OF THE DELAWARE CODE RELATING TO HEALTH AND SAFETY.
SB 217SignedEnnisHistorically, vehicles under the control of the Delaware State Fire Commission have been equipped with emergency lights. This bill amends Section 4106 to clarify and confirm that vehicles of the Delaware State Fire Prevention Commission are emergency vehicles that may be equipped with emergency lights.AN ACT TO AMEND TITLE 21 OF THE DELAWARE CODE RELATING TO EMERGENCY VEHICLES.
HB 350SignedSpiegelmanThis bill creates a special license plate for Suicide Prevention, Awareness, and Support in honor of Jason Staley.AN ACT TO AMEND TITLE 21 OF THE DELAWARE CODE RELATING TO SPECIAL LICENSE PLATES.
HB 340 w/ HA 1SignedMinor-BrownImproving the quality of maternal health care and ensuring full access to it improves health outcomes and reduces preventable pregnancy-related deaths. The United States has one of the highest rates of maternal mortality among high-income countries and wide disparities by race that have been documented since rates separated by race were first published in 1935. Currently, Indigenous and Black women are dying at two to three times the rate of White women, Asian/Pacific Islander women, and Hispanic women. Investigating maternal deaths—specifically by obtaining information beyond vital statistics data—is imperative to understanding why people may die while pregnant, during labor and delivery, and in the postpartum period. (Source: Guttmacher Institute) Maternal mortality review is an essential component for improvement. Delaware added the review of maternal mortality to the duties of the existing Child Death Review Commission in 2008, however, the focus and processes of the Commission need improvement to match our evolving understanding of maternal morbidity and mortality as well as racial disparities. This Act changes the name of the Commission, from “Child Death Review Commission” to “Child and Maternal Death Review Commission” to reflect the intended dual focus of the Commission. The definition of “maternal death” is updated to include death during pregnancy or within a year from the end of pregnancy, and related to, or aggravated by, the pregnancy or birth, including death by suicide. The membership of the Commission is updated to include a midwife, a doula, and a member of a community group focused on women’s health, teen pregnancy, or public health. In making appointments to the Commission, the Governor is directed to consider the racial diversity of the membership. Most of the work of the Commission and death review panels is quite properly, closed to the public, to protect sensitive medical information and other protected personal information. However, to increase access to the work of the Commission, and to provide the Commission with the insight of diverse members of the public and with other public bodies addressing similar issues, the Act requires the Commission to hold at least one annual meeting jointly with the Delaware Perinatal Quality Collaborative to discuss findings, recommendations, and initiatives of that body. The Commission is also required to publicly post its draft report to the General Assembly and Governor and accept written public comment thereon, as well as hold a public meeting in each county to present its draft findings and recommendations and accept public comment.AN ACT TO AMEND TITLE 31 OF THE DELAWARE CODE RELATING TO CHILD AND MATERNAL MORTALITY.
HB 345SignedMinor-BrownThis Act ensures pregnant women and women who have given birth within the past six weeks who are subject to the custody of the Department of Corrections at Level IV or V have access to midwifery and doula services by requiring the Department to make reasonable accommodations for provision of available midwifery or doula services. This Act requires the Department to establish and provide midwifery services subject to the availability of funds designated for that purpose. This Act also requires the Department to provide written notice to pregnant and postpartum women subject to the custody of the Department at Level IV or V of the availability of midwifery and doula services.AN ACT TO AMEND TITLE 11 OF THE DELAWARE CODE RELATING TO MEDICAL CARE.
HB 343 w/ HA 1SignedMinor-BrownThis Act requires that the Division of Medicaid and Medical Assistance to present a plan to the General Assembly by November 1, 2022 for coverage of doula services by Medicaid providers. AN ACT TO AMEND TITLE 31 OF THE DELAWARE CODE RELATING TO MEDICAID COVERAGE FOR DOULA SERVICES.
HB 342 w/ HA 1, HA 2SignedMinor-BrownDelaware law already prohibits the use of restraints on women who are giving birth or in labor except in limited circumstances. This Act expands that protection to include women in the second or third trimester of pregnancy and those in the 13-week immediate post-partum period. Wrist restraints fastened in front of the body may be used during transport except during labor or delivery or while being transported with a newborn. Wrist, leg, and waist restraints may also be used in extraordinary circumstances, but a licensed medical professional must be notified as soon as practicable when waist or leg restraints are applied and examine the prisoner within 10 minutes of the notification. Leg and waist restraints are prohibited for prisoners in labor and delivery. The Act also requires that a pregnant or post-partum woman who is required to squat or cough during a strip search be provided accommodations to avoid falls and prohibits vaginal exams except those performed by a medical professional. The American College of Obstetricians and Gynecologists states that shackling a pregnant inmate increases the risk of falling, impairs evaluations for serious pregnancy-associated conditions, causes pain and skin damage, and further endangers inmates at increased risk of preeclampsia. The use of restraints in the post-partum period creates additional risks to physical and mental health. AN ACT TO AMEND TITLE 11 OF THE DELAWARE CODE RELATING TO TREATMENT OF PREGNANT AND POST-PARTUM PRISONERS.
HB 365SignedSchwartzkopfThis bill establishes the pilotage rates for the Pilots’ Association for the Bay and River Delaware for 2023, 2024, and 2025.AN ACT TO AMEND TITLE 23 OF THE DELAWARE CODE RELATING TO PILOTAGE RATES.
HB 391SignedGrayThis Act amends the Charter of the Town of Millville. Section 1 of the Act revises the closing time for the closing of the polls on the day of the municipal election, from 8 p.m. to 6 p.m. The Town relies on volunteers to serve on the Town’s Board of Elections and as Election Officers, and only a few voters cast their votes after 6 p.m. Section 2 of the Act resolves a potential inconsistency in the Town Charter. Section 8 describes the Town Council’s annual organizational meeting and provides in pertinent part in subsection (b), “The Town Council shall likewise elect a Secretary and a Treasurer from its own number to serve until the first regular meeting after the next Annual Municipal Election.” Striking the one-year term for the Secretary under Section 16(a) avoids a conflict in the exact length of the appointment, in favor of Section 16’s provisions that include all positions and account for the possibility that the time between organizational meetings may technically be longer than one year. AN ACT TO AMEND THE CHARTER OF THE TOWN OF MILLVILLE.
SB 273SignedGaySection 1. Section 1 of this Act amends Section 102(b)(7). The amendment to Section 102(b)(7) authorizes a provision in the certificate of incorporation to eliminate or limit monetary liability of certain corporate officers for breach of fiduciary duty, but it precludes such elimination or limitation with respect to claims brought by or in the right of the corporation, and for the same types of claims with respect to which exculpation of directors is not permissible. Section 2. Section 2 of this Act amends Section 103(b)(2) and 103(c)(5). The amendment to Section 103(b)(2) clarifies that the execution of an instrument by a person constitutes an oath or affirmation, under penalties of perjury, that the facts stated therein shall be true at the time such instrument becomes effective. The amendment to Section 103(c)(5) deletes provisions to the extent they do not reflect current practice. Sections 3, 4 and 5. Section 3, 4 and 5 of this Act amend Sections 152, 153, and 157 to make these sections consistent so that similar rules apply for the board of directors to delegate to a person or body the authority to enter into transactions to issue stock under Section 152, sell treasury shares under Section 153, and issue rights or options to acquire stock under Section 157. A board of directors may so delegate this authority by adopting a resolution fixing all of the following: (1) The maximum number of shares of stock, rights, or options that the delegate may issue or sell. (2) A time period during which the issuances or sales may occur. (3) Subject to Section 153, the minimum amount of consideration to be received for the issuances or sales. For the issuance of rights or options, the board resolutions must fix these delegation parameters for both the rights or options to be issued and the shares of stock issuable on exercise thereof. A person or body to whom authority has been delegated to issue stock, rights, or options may not issue or sell to themselves any stock, rights, or options. Amended Sections 152, 153 and 157 permit delegation to a person or body “in addition to the board of directors”, which means in addition to the board of directors and committees that are the equivalent of the board of directors by operation of Section 141(c). Accordingly, the delegation rules set forth in amended Sections 152(b), 153(c), and 157(c) do not apply to delegation by the board of directors to board committees, but a board committee may, if authorized by the board, sub-delegate the committee’s authority to issue or sell stock, rights, or options to a person or body by complying with those Sections. Amended Sections 152, 153 and 157 also clarify when a board resolution providing for the issuance or sale of stock, rights, or options may be made dependent on “facts ascertainable” outside the resolution. Consistent with the pre-amendment Sections 152, 153 and 157, the consideration paid for issuing stock, rights, and options may be set by reference to a formula provided in the board resolution, such as by reference to the trading price of stock on a specific date or an average of trading prices over a time period. In addition, if the board is authorizing the transaction to issue stock, for example, approving a transaction agreement that results in a stock issuance, the consideration received by the corporation and the other terms of the issuance may be made dependent on the provisions in the agreement and on determinations by a person or body, such as an expert who makes determinations that might result in an adjustment to the number of shares issued. However, if the board is delegating to a person or body the authority to enter into a transaction to issue stock, rights, or options, such as authorizing an officer to make stock or option grants to employees or to issue stock in an “at the market offering”, then the delegate cannot make the determinations regarding the three parameters in Sections 152(b) and 157(c). If the terms of a right or option are provided for in the certificate of incorporation, such terms may be made dependent on facts ascertainable outside the certificate in accordance with Section 102(d) instead of Section 157(d). Such “facts ascertainable” provisions included in the amendments to Section 157 replace the more limited form of delegation found in pre-amendment Section 157(c), which requires the board of directors to fix the terms of a right or option, but permits the board of directors to delegate to an officer the authority to determine the recipients of the rights or options and the number of rights or options to be issued to each recipient. A typical delegation under pre-amendment Section 157(c) would likely satisfy the delegation parameters of amended Section 157(c). Amended Section 157 also eliminates the requirement that the terms of a right or option be set forth or incorporated by reference in an instrument, to clarify that rights or options may be issued in book entry or electronic form. Section 6. Section 6 of this Act amends Section 219. The amendments to Section 219 eliminate the requirement to make a stocklist available for inspection during a meeting of stockholders. The amendments also clarify how the 10-day period is calculated for purposes of determining when the corporation must make the stocklist available for inspection by stockholders before the meeting date. Section 7. Section 7 of this Act amends Section 222. Section 222(a) is amended to clarify that a notice of a meeting of stockholders may be given in any manner permitted by Section 232. Section 222(c) is amended to clarify that a “virtual” meeting of stockholders held by means of remote communication may be adjourned in the event of a technical failure to convene or continue the meeting. In such event, notice of when the meeting will reconvene need not be given to stockholders if the electronic network for the meeting, such as the website that stockholders and proxy holders visit to join the meeting, displays the information required by Section 222(c) about when and how the meeting will reconvene or if such information regarding the adjourned meeting is provided for in the notice of meeting. Section 8. Section 8 of this Act amends Section 228(c). The amendment to Section 228(c) clarifies and confirms that a person executing a consent that becomes effective at a future time, including a time determined upon the happening of an event, need not be a stockholder or member at the time such consent is executed if the person is a stockholder or member of record as of the applicable record date for determining stockholders or members entitled to consent to the action. Section 9. Section 9 of this Act modifies Section 262 in several respects. The amendments insert a new Section 262(d)(3) that permits a beneficial owner of stock, as defined in amended Section 262(a), to demand appraisal directly, instead of requiring that the record holder of the stock make the demand on behalf of the beneficial owner. A beneficial owner must comply with the requirements of Section 262(d)(3) to demand appraisal, including its requirement that the beneficial owner who demanded appraisal directly, not the record owner, continuously maintains beneficial ownership of the shares. Conforming changes to the other subsections of Section 262 clarify how a beneficial owner may participate in the appraisal process and an appraisal proceeding. In connection with the amendments to Section 266 set forth in Section 11 of this Act, Section 262 is being amended to provide appraisal rights to stockholders in connection with a conversion of the corporation to a foreign corporation or to any other entity, unless appraisal rights are denied pursuant to the “market out” exception set forth in amended Section 262(b). Section 262(b) is being amended to eliminate appraisal rights in connection with a merger, consolidation or conversion of an entity that has domesticated as a Delaware corporation pursuant to Section 388, if the merger, consolidation or conversion is authorized in accordance with Section 388, as amended pursuant to Section 12 of this Act. The amendments also clarify how Section 262(b) operates in connection with a merger, consolidation or conversion adopted by stockholder consent in lieu of a meeting. Section 262(b) denies appraisal rights in certain instances for holders of classes or series of stock that are listed on a national securities exchange or held by more than 2,000 record holders. Amended Section 262(b) clarifies that appraisal rights are denied for such holders in connection with mergers, consolidations or conversions adopted by stockholder consent to the same extent that appraisal rights are denied to such holders if one those transactions is adopted at a stockholder meeting. Amended Section 262(d) provides that, in lieu of including in a notice of appraisal rights a copy of Section 262 (and a copy of Section 114, if 1 of the constituent corporations or the converting corporation is a nonstock corporation), a corporation may instead include in the notice information directing the persons entitled to appraisal to a publicly available electronic resource to access Section 262 (and Section 114, if applicable). An electronic resource would include the website maintained on behalf of the State of Delaware on which those statutes are posted. Amended Sections 262(j) and (k) clarify how the expenses of a stockholder or beneficial owner who participated in an appraisal proceeding may be charged pro rata against the value of all the shares entitled to an appraisal award, and that an unconditioned dismissal under amended Section 262(k) ends the Court of Chancery’s jurisdiction over a person that has demanded appraisal under Section 262. Unless the Court of Chancery orders otherwise, expenses awarded under Section 262(j) are not charged against a person who properly withdraws such person’s demand for appraisal or is dismissed from the proceedings under Section 262(k) without a reservation of jurisdiction. Amended Section 262(k) also clarifies that a stockholder or beneficial owner may withdraw a demand for appraisal with respect to less than all of the shares for which such person initially demanded appraisal. Section 10. Section 10 of this Act amends Section 265. The amendment to Section 265(h) provides that the approval of a conversion of other entities to a corporation in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the converting entity and the conduct of its business or by applicable law, as appropriate, and the approval of the certificate of incorporation by the same authorization required to approve the conversion, are required to occur prior to the time the certificate of conversion to corporation becomes effective. Section 11. Section 11 of this Act amends Section 266. The amendments to Section 266 change the requirement for stockholder approval of the conversion of a corporation to another entity, from all of the outstanding shares of stock of the corporation to a majority of the outstanding shares of stock entitled to vote on a conversion, and if the corporation is converting to a partnership with one or more general partners, such conversion also requires the approval of each stockholder who will become a general partner of such partnership. The amendments require that a certificate of conversion to be filed with the Secretary of State must contain the agreement of the converting corporation to be served with process in the State of Delaware for any action for enforcement of any obligation of the converted entity arising from the conversion as well as in appraisal proceedings pursuant to Section 262. The amendments also provide that, for any corporation incorporated prior to August 1, 2022, any provision contained in its certificate of incorporation or in a voting trust agreement or other written agreement between or among the corporation and one or more stockholders that restricts, conditions or prohibits consummation of a merger or consolidation is also deemed to apply to a conversion, unless the certificate of incorporation or such agreement expressly provides otherwise. Sections 12, 13 and 14. Section 12 of this Act deletes former Section 275(f) and adds new Section 275(f) and Section 275(g). Amended Section 275(f) applies to any corporation that has included in its certificate of incorporation a provision limiting the duration of its existence to a specified date in accordance with Section 102(b)(5) and adds a requirement that such corporation file a certificate of dissolution within 90 days before such specified date. Section 275(g) addresses the effective time of the dissolution of corporations. Section 13 of this Act makes similar amendments to Section 276 relating to a nonstock corporation that has included in its certificate of incorporation a provision limiting the duration of its existence to a specified date. Section 14 of this Act amends Section 312(b) by deleting unnecessary language. Section 15. Section 15 of this Act amends Section 388. The amendments to Section 388 permit a non-United States entity to adopt a plan of domestication setting forth the terms and conditions of the domestication, including the manner of exchanging or converting the equity interests of the non-United States entity to be domesticated and any other details or provisions deemed desirable. A plan of domestication also may set forth corporate action to be taken by the domesticated corporation in connection with the domestication, each of which must be approved in accordance with the requirements of all applicable non-United States law prior to effectiveness of the domestication. Once so approved, any such corporate action that is within the power of a Delaware corporation under this chapter set forth in the plan of domestication shall be deemed authorized, adopted and approved, as applicable, by the domesticated corporation and its board of directors, stockholders or members, as applicable, and will not require any further action of the board of directors, stockholders or members of the domesticated corporation under this title. The amendments provide that the terms of a plan of domestication may be made dependent upon facts ascertainable outside of such plan if the manner in which such facts operate upon the terms of the plan is clearly and expressly set forth in such plan. The amendments further provide that a certificate of domestication shall certify that, prior to the time the certificate of domestication becomes effective, the domestication shall be approved in accordance with the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the non-United States entity and the conduct of its business or by applicable non-United States law. Sections 16, 17, 18, 19 and 20. Section 16 of this Act amends Section 502(a)(3) to clarify that the principal place of business address included in the annual franchise tax report shall not be the address of the registered office in this State unless the corporation maintains its principal place of business in this State and serves as its own registered agent. Section 17 of this Act amends Section 503 to make changes regarding the large corporate filer status and the effectiveness of any re-designation thereof. Section 17 also amends Section 503(i) to delete language relating to generally accepted accounting principles because the relevant figures are those reported to the United States on the relevant tax forms as specified in Section 503(i). Sections 18, 19 and 20 of this Act delete various provisions to the extent they do not reflect current practice. Sections 21 and 23. Section 21 provides that the effective date of Sections 1 through 8, Section 10, Sections 12 through 14, and Sections 16 through 20 is August 1, 2022. Section 23 provides that Section 11 is effective only with respect corporations converting pursuant to resolutions of the board of directors approving such conversion that are adopted on or after August 1, 2022. Sections 22 and 24. Pursuant to Section 22, Section 9 shall be effective only with respect to mergers, consolidations or conversions adopted or entered into, as applicable, on or after August 1, 2022, as determined by the provisions of Section 22. Regarding domesticated corporations, Sections 22 and 24 provide that Sections 9 and 15, respectively, are effective only for such corporations with respect to which a plan of domestication is entered into on or after August 1, 2022, or, if no plan of domestication is entered into in connection with the domestication, any such corporations with respect to which the approvals required by Section 388(h), as amended by this Act, are obtained on or after August 1, 2022.AN ACT TO AMEND TITLE 8, TITLE 9, AND TITLE 29 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.
SB 275SignedGayThis 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. Section 1. This section amends Section 18-101(9) of the Act to confirm that any registered series or protected series of a limited liability company is bound by the limited liability company agreement of such limited liability company regardless of whether the series executed the limited liability company agreement. This amendment is not intended to imply that other references to “limited liability company” in the Act do not include protected series or registered series thereof (to the extent required by the context). This section also amends Section 18-101(9) of the Act to insert a new clause c. to confirm that a limited liability company agreement may include or incorporate multiple documents that may govern the business or affairs of the limited liability company or any of its series. Section 2. This section amends Section 18-109(b) of the Act to provide that when service of process is being effected on a manager or liquidating trustee of a limited liability company, the Prothonotary or the Register in Chancery of the court in which the civil action or proceeding is pending shall address the required copies and statements to the manager or liquidating trustee of the limited liability company at the principal place of business of the limited liability company (if such address is known) and to the manager’s or liquidating trustee’s address last known to the party desiring to make such service. Section 3. This section amends Section 18-113(b) to confirm that a signature on a certificate of limited liability company interest may be a manual, facsimile, or electronic signature. Section 4. This section amends Section 18-204(d) of the Act to clarify that the execution of a certificate by a person who is authorized by the Act to execute such certificate constitutes an oath or affirmation that, to the best of such person’s knowledge and belief, the facts stated therein shall be true at the time such certificate becomes effective, not at the time such certificate is executed. Section 5. This section amends Section 18-212(g) of the Act to provide that the approval of a limited liability company domestication in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the non-United States entity and the conduct of its business or by applicable non-Delaware law, as appropriate, and the approval of the limited liability company agreement by the same authorization required to approve the domestication, are required to occur prior to the time a certificate of limited liability company domestication becomes effective. Section 6. This section amends Section 18-214(h) of the Act to provide that the approval of a conversion to a limited liability company in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate, and the approval of the limited liability company agreement by the same authorization required to approve the conversion, are required to occur prior to the time a certificate of conversion to limited liability company becomes effective. Section 7. This section amends Section 18-1108(b) of the Act to make conforming changes. Section 8. This section amends Section 18-1109 of the Act to (i) clarify the effect of the filing of a certificate of revival of limited liability company on any protected series of such limited liability company that are not, at the time of such filing, otherwise terminated and wound up and any registered series of such limited liability company whose certificates of registered series are not, at the time of such filing, otherwise cancelled, and (ii) make other conforming changes. Section 9. This section provides that the proposed amendments to the Act shall become effective August 1, 2022. 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
SB 274 w/ HA 1SignedGayThis 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. Section 1. This section amends Section 17-101(14) of the Act to confirm that any registered series or protected series of a limited partnership is bound by the partnership agreement of such limited partnership regardless of whether the series executed the partnership agreement. This amendment is not intended to imply that other references to “limited partnership” in the Act do not include protected series or registered series thereof (to the extent required by the context). This section also amends Section 17-101(14) of the Act to insert a new clause c. to confirm that a partnership agreement may include or incorporate multiple documents that may govern the business or affairs of the limited partnership or any of its series. Section 2. This section amends Section 17-113(b) to confirm that a signature on a certificate of partnership interest may be a manual, facsimile, or electronic signature. Section 3. This section amends Section 17-204(d) of the Act to clarify that the execution of a certificate by a person who is authorized by the Act to execute such certificate constitutes an oath or affirmation that, to the best of such person’s knowledge and belief, the facts stated therein shall be true at the time such certificate becomes effective, not at the time such certificate is executed. Section 4. This section amends Section 17-215(g) of the Act to provide that the approval of a limited partnership domestication in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the non-United States entity and the conduct of its business or by applicable non-Delaware law, as appropriate, and the approval of the partnership agreement by the same authorization required to approve the domestication, are required to occur prior to the time a certificate of limited partnership domestication becomes effective. Section 5. This section amends Section 17-217(h) of the Act to provide that the approval of a conversion to a limited partnership in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate, and the approval of the partnership agreement by the same authorization required to approve the conversion, are required to occur prior to the time a certificate of conversion to limited partnership becomes effective. Section 6. This section amends Section 17-1110(b) of the Act to make conforming changes. Section 7. This section amends Section 17-1111 of the Act to (i) clarify the effect of the filing of a certificate of revival of limited partnership on any protected series of such limited partnership that are not, at the time of such filing, otherwise terminated and wound up and any registered series of such limited partnership whose certificates of registered series are not, at the time of such filing, otherwise cancelled, and (ii) make other conforming changes. Section 8. This section provides that the proposed amendments to the Act shall become effective August 1, 2022.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 276SignedGayThis bill continues the practice of amending periodically the Delaware Revised Uniform 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. Section 1. This section amends Section 15-101(14) of the Act. to confirm that a partnership agreement may include or incorporate multiple documents that may govern the business or affairs of the partnership. Section 2. This section amends Section 15-105(c) of the Act to clarify that the execution of a statement or certificate by a person who is authorized by the Act to execute such statement or certificate constitutes an oath or affirmation that, to the best of such person’s knowledge and belief, the facts stated therein shall be true at the time such statement or certificate becomes effective, not at the time such statement or certificate is executed. Section 3. This section amends Section 15-124(b) to confirm that a signature on a certificate of partnership interest may be a manual, facsimile, or electronic signature. Section 4. This section amends Section 15-901(h) of the Act to provide that the approval of a conversion to a partnership in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate, and the approval of the partnership agreement by the same authorization required to approve the conversion, are required to occur prior to the time a certificate of conversion to partnership becomes effective. Section 5. This section amends Section 15-904(g) of the Act to provide that the approval of a partnership domestication in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the non-United States entity and the conduct of its business or by applicable non-Delaware law, as appropriate, and the approval of the partnership agreement by the same authorization required to approve the domestication, are required to occur prior to the time a certificate of partnership domestication becomes effective Section 6. This section provides that the proposed amendments to the Act shall become effective August 1, 2022. 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.
HB 407SignedPostlesThis Act confers upon the Town Manager of the Town of Frederica the powers and authority conferred upon the Receiver of Taxes and County Treasurer for Kent County as set forth in Del.C. 87 specifically permitting the Town Manager to sell delinquent tax payer's real property through the monition process.AN ACT TO AMEND THE CHARTER OF THE TOWN OF FREDERICA.
SB 284 w/ HA 1SignedMantzavinosThis Act continues the practice of amending periodically the Delaware Statutory Trust Act (the “Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of proposed amendments of the Act. Sections 1, 3, 6, 8, 9, 13 and 15-17. The amendments add business development companies to a number of provisions of the Act that previously applied only to registered investment companies (within the meaning of the Investment Company Act of 1940). Though similar to registered investment companies in many respects, business development companies as a technical matter are not registered investment companies but instead elect to be subject to many of the federal regulations applicable to registered investment companies. Section 2. Section 3804(a) of the Act has been amended to clarify that, except to the extent otherwise provided in the governing instrument of a statutory trust, the trustees or other authorized persons, or the duly authorized agents of such trustees or other authorized persons, may bind a statutory trust to a contract or instrument by entering into such contract or instrument in the name of the statutory trust or in the name of any such person acting on behalf of the statutory trust. Section 4. This section amends Section 3806(b)(7) of the Act to provide that a trustee, officer, employee, manager or other person who may manage the business and affairs of the statutory trust may delegate any of its rights, powers and duties irrespective of whether it has a conflict of interest with respect to the matter as to which such rights, powers or duties are being delegated, and that the person or persons to whom any such rights, powers or duties are being delegated shall not be deemed conflicted solely by reason of the conflict of interest of the trustee, officer, employee, manager or other person who may manage the business and affairs of the statutory trust. The amendments to Section 3806(b)(7) create a different rule than the rule applied in cases such as Wenske v. Bluebell Creameries, Inc., 214 A.3d 958 (Del. Ch. 2019), that a conflicted principal is legally disabled from delegating authority over the subject matter as to which the principal is conflicted even to an independent delegate. Section 5. This section amends Section 3806(i) of the Act to confirm and clarify the broad power and authority of a trustee to delegate any or all of the trustee’s rights, powers and duties to manage and control the business and affairs of a statutory trust, including any core governance functions. In addition, this section amends Section 3806(i) of the Act to provide that a trustee may delegate any of its rights, powers and duties irrespective of whether it has a conflict of interest with respect to the matter as to which such rights, powers or duties are being delegated, and that the person or persons to whom any such rights, powers or duties are being delegated shall not be deemed conflicted solely by reason of the conflict of interest of the trustee. The amendments to Section 3806(i) create a different rule than the rule applied in cases such as Wenske v. Bluebell Creameries, Inc. 214 A.3d 958 (Del. Ch. 2019), that a conflicted principal is legally disabled from delegating authority over the subject matter as to which the principal is conflicted even to an independent delegate. Section 7. This section amends Section 3806 of the Act to add subsection (o) to provide a safe harbor procedure for ratifying acts or transactions that may be taken by or in respect of a statutory trust under the Act or a governing instrument that are void or voidable and waiving failures to comply with requirements of a governing instrument that make such acts and transactions void or voidable. New subsection (o) is intended to provide a rule different from the rule applied in Composecure, L.L.C. v. Cardux, LLC, 206 A.3d 807 (Del. 2018), and Absalom Absalom Trust v. Saint Gervais LLC, 2019 WL 2655787 (Del. Ch. June 27, 2019), that acts or transactions determined to be void generally may not be ratified. The penultimate sentence of new subsection (o) confirms that void or voidable actions may be ratified or requirements may be waived by other means permitted by law, and accordingly, new subsection (o) is not intended to preempt or restrict other valid means of ratifying acts or transactions or waiving requirements or to impair the effectiveness of any valid ratification or waiver previously effected. Section 10. This section adds a provision for the filing of a certificate by a trustee who has succeeded the predecessor trustee of one or more statutory trusts in order to amend the name and address of such trustee in each affected certificate of trust. Section 11. This section amends Section 3811(c) of the Act to clarify that the execution of a certificate by a person who is authorized by the Act to execute such certificate constitutes an oath or affirmation that, to the best of such person’s knowledge and belief, the facts stated therein shall be true at the time such certificate becomes effective, not at the time such certificate is executed. Section 12. This section specifies the fee payable in connection with the filing of a certificate under Section 3807(n). Section 14. This section amends Section 3819 of the Act to make certain clarifying and conforming changes, and to provide that when a beneficial owner is entitled to obtain information for a stated purpose (whether pursuant to Section 3819 or a governing instrument), the beneficial owner’s right shall be to obtain such information as is necessary and essential to achieving that purpose, unless such right has been expanded or restricted in the governing instrument. To the extent current law is that the “necessary and essential” test does not apply by default to (i) a beneficial owner’s right under Section 3819(a) of the Act to obtain information from a statutory trust for a purpose reasonably related to the beneficial owner’s interest as a beneficial owner of the statutory trust or (ii) a beneficial owner’s right under a governing instrument to obtain information from a statutory trust for a stated purpose, new subsection (f) is intended to change that law. Section 18. This section amends Section 3826(b) of the Act to confirm that a signature on a certificate of beneficial interest may be a manual, facsimile or electronic signature. Section 19. This section adds Subchapter III to the Act to add a control beneficial interest acquisition provision for statutory trusts registered under the 1940 Act as closed-end management investment companies or statutory trusts that are closed-end management investment companies that have elected to be regulated as business development companies under the 1940 Act and that in either case have a class of equity securities listed on a national securities exchange registered under the Securities Exchange Act of 1934 (15 U.S.C. § 78a et seq.) or designated for trading on the National Association of Securities Dealers Automated Quotation System (NASDAQ). Section 20. This section provides that the proposed amendments of the Act shall become effective August 1, 2022.AN ACT TO AMEND CHAPTER 38, TITLE 12 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION, AND DISSOLUTION OF DOMESTIC STATUTORY TRUSTS.
SB 288 w/ SA 1SignedEnnisThis bill would create a pilot program whereby motorcyclists are permitted to use flashing headlights as a way to alert other drivers of their presence, without allowing the use of flashing lights that would otherwise be used on emergency vehicles. The bill aims to protect motorcyclists on Delaware’s roads and has a sunsetting provision that will allow time for further traffic studies to determine the effectiveness of this pilot program. AN ACT TO AMEND TITLE 21 OF THE DELAWARE CODE RELATING TO MOTORCYCLE SAFETY.
HB 422SignedFreelThis Act amends Section 3-304 of the City of Wilmington’s Charter to allow the City of Wilmington to determine whether, and to what extent, its employees are required to be City residents. This Act does not affect residency requirements for City Council Members.AN ACT TO AMEND THE CHARTER OF THE CITY OF WILMINGTON RELATING TO RESIDENCY.
SB 300SignedS. McBrideThis Act updates the mandatory reporting requirements for Delaware physicians with anxiety, depression, and other mental health challenges. These changes are necessary to ensure that physicians are able to seek treatment without undue stigma or fear of loss of medical licensure. The recommended changes to the statutory reporting requirements are aligned with national best practices recommendations of leading experts including the Joint Commission on Healthcare Accreditation and the Federation of State Medical Boards. The mandatory reporting changes in this Act are also aligned with the language of the current Delaware application for medical licensure, which appears to be more aligned with best practices and compliance with the requirements of the Americans with Disabilities Act of 1990 (Pub. L. 101-336. 26 July 1990). These changes are designed to appropriately balance the need to continue to maintain proper safeguards for patients in accessing safe, high quality health care services without causing undue stigma and negative licensure consequences for physicians. Finally, this Act deletes language in § 1731(c) of Title 24 of the Delaware Code that references the other professions or occupations regulated under Chapter 17 of Title 24 because these professions or occupations have their own requirements in other provisions of Chapter 17.AN ACT TO AMEND TITLE 24 OF THE DELAWARE CODE RELATING TO MEDICAL PRACTICE.
SB 303SignedHansenThis bill designates the Loggerhead Turtle as the official sea turtle for the State of Delaware.AN ACT TO AMEND TITLE 29 OF THE DELAWARE CODE RELATING TO THE DESIGNATION OF A STATE SEA TURTLE.
HS 2 for HB 344SignedMinor-BrownThis substitute bill places responsibility for development of bias and cultural competency training for healthcare employees in a subcommittee of the Delaware Perinatal Quality Collaborative. The subcommittee will develop training guidelines designed for use in all healthcare fields and shall release the initial guidelines by July 1, 2023. The subcommittee will review data every year thereafter and revise the guidelines as necessary.AN ACT TO AMEND TITLE 16 OF THE DELAWARE CODE RELATING TO BIAS TRAINING FOR HEALTHCARE WORKERS.

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