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Daily Report for 5/16/2023

Governor's Actions

Bill	Current Status	Sponsor	Synopsis	Title
HB 32	Signed	Bush	This Act raises the permissible service charge for a boat registration from $5 to $10 and the permissible service charge for a boat ramp certificate from $1.50 to $5.00.	AN ACT TO AMEND TITLE 23 OF THE DELAWARE CODE RELATING TO BOAT LICENSING AGENTS.
HB 45	Signed	K. Williams	This Act amends Chapter 30A of Title 14 to clarify that screening will not be conducted if a parent declines developmental screening or notifies the licensee that the child is already receiving early intervention services or special education and related services. It further clarifies that the child care provider will conduct the screening where the parent or guardian fails to do so only upon receipt of parental consent. Because this section of the code has a version that is effective until July 1, 2024, and a version that is effective thereafter, the change appears in both versions to make clear that it is intended to change the pre and post-July 1, 2024 versions.	AN ACT TO AMEND TITLE 14 OF THE DELAWARE CODE RELATING TO DEVELOPMENTAL SCREENING.
SB 31	Signed	Townsend	This Act corrects a technical error in SB 227 (149th General Assembly) by establishing requirements for group and blanket health insurance plans that align with existing requirements for individual and State employee health insurance plans. As introduced, SB 227 specified that coverage for chronic care management under all 3 of these health insurance plan types cannot be subject to patient deductibles, copayments, or fees. Senate Amendment 1 to SB 227 made various intentional changes to SB 227 but also accidentally deleted the line that applied this chronic care management requirement to group and blanket plans. SB 227, as amended, passed both chambers unanimously. As a result, since January 1, 2019, there has been an unintentional difference in the requirements between the plan types. This Act corrects that divergence. This Act applies to policies, contracts, or certificates issued, renewed, modified, altered, amended, or reissued after December 31, 2023.	AN ACT TO AMEND TITLE 18 OF THE DELAWARE CODE RELATING TO PRIMARY CARE COVERAGE.
HB 53 w/ HA 1	Signed	Griffith	This bill removes the requirement that a head or assistant head of any Division of the State Department of Justice or the Chief Prosecutor of a particular county be a resident of the State of Delaware.	AN ACT TO AMEND TITLE 29 OF THE DELAWARE CODE RELATING TO THE STATE DEPARTMENT OF JUSTICE.
SB 34	Signed	Lockman	On March 1, 1875, the federal Civil Rights Act was enacted. Following the end of the Civil War and the adoption of the Thirteenth and Fourteenth Amendments, the goal of the Civil Rights Act of 1875 was to guarantee Blacks equal treatment in places of public accommodation and on public transportation. On March 25, 1875, the General Assembly enacted Chapter 194 of Volume 15 of the Laws of Delaware to permit places of public accommodation and public transportation to exclude individuals “whose presence there would be offensive to the major part of the proprietor’s customers and thereby injure the proprietor’s business”. Newspaper reports from the time indicate that this law was specifically designed to “neutralize the effects of” the Civil Rights Act of 1875. Almost 100 years later, in December 1963, the 122nd General Assembly enacted the Delaware Equal Accommodations Law, Chapter 45 of Title 6 of the Delaware Code, to prevent in places of public accommodations practices of discrimination against any person because of race, creed, color, or national origin. As part of this legislation, the 122nd General Assembly provided that “§ 1501 of Title 24, § 902 of Title 28, and § 703 of Title 26 of the Delaware Code of 1953, and all laws or parts of laws inconsistent with the provisions of this Act are hereby repealed insofar as such inconsistency does occur.” Despite the General Assembly’s intent, these provisions were not repealed at the time and, with the exception of § 703 of Title 26, which was repealed in 1974 with the rest of Chapter 7 of Title 26 as part of reorganization of Title 26, have continued to persist to this day. This Act explicitly repeals § 1501 of Title 24 and § 902 of Title 28, fulfilling the intent of the 122nd General Assembly that § 1501 of Title 24 and § 902 of Title 28 be repealed as inconsistent with the purposes of the Delaware Equal Accommodations Law that General Assembly adopted. This Act also serves to repudiate the State’s past involvement in racial discrimination that occurred in reliance on and under color of laws adopted by this State.	AN ACT TO AMEND TITLE 24 AND TITLE 28 OF THE DELAWARE CODE RELATING TO PUBLIC ACCOMMODATIONS.
HB 81	Signed	K. Williams	This Act makes clear that a school district may deny a request from a charter school to have the school district where the charter school is located to transport students residing in that district. If the school district denies the request, the charter school is to receive the payment provided by the State under existing law.	AN ACT TO AMEND TITLE 14 OF THE DELAWARE CODE RELATING TO CHARTER SCHOOL STUDENT TRANSPORTATION.
HB 88	Signed	Baumbach	Under Senate Substitute No. 2 for Senate Bill No. 78 (151st), the Commissioner of Elections (Commissioner) must determine that an individual does not have any disqualifying convictions before the individual can be a candidate for election to a school board. This Act clarifies that an individual who meets the filing deadline for candidates for a school board election are provisional candidates until the Commissioner determines if the individual is eligible to be a candidate and requires the Commissioner to disclose the names of provisional candidates.	AN ACT TO AMEND TITLE 14 OF THE DELAWARE CODE RELATING TO CANDIDACY FOR SCHOOL BOARD MEMBER.

New Legislation Introduced

Bill	Current Status	Sponsor	Synopsis	Title
SR 15	Passed	Lawson	This Senate Resolution respectfully requests the President of the United States award the Presidential Citizens Medal to Jan C. Scruggs.	RESPECTFULLY REQUESTS THE PRESIDENT OF THE UNITED STATES AWARD THE PRESIDENTIAL CITIZENS MEDAL TO JAN C. SCRUGGS.
SA 1 to SS 1 for SB 72	PWB	Poore	This Amendment provides that the state tax deduction for union dues expires upon the expiration and non-extension of the suspension of miscellaneous itemized deductions under the federal Tax Cuts and Jobs Act (TCJA). The suspension of miscellaneous itemized deductions under the TCJA is currently scheduled to expire after the tax year ending December 31, 2025.
SB 130	Committee	Sturgeon	This Act prohibits restrictive covenants that prohibit or unreasonably restricts the owner of real property from installing or using a clothesline. The average electric dryer requires 2.1 kilowatt hours (kwh) to complete each load of laundry, although, depending on the settings, this may be as much as 6 kwh per load. This translates to significant CO2 emissions and costs. Seven states have enacted laws that protect the ability of a homeowner to use a clothesline. This Act does not affect the enforceability of any conservation easement or historic preservation covenant or prevent reasonable restrictions on clotheslines if the restriction is necessary to protect any of the following: 1. Public health and safety, such as ensuring safe access to and rapid evacuation of a building. 2. Buildings from damage. 3. Historic or aesthetic values, when an alternative of reasonably comparable cost and convenience is available. This allows communities flexibility to adopt reasonable restrictions that fit the needs and characteristics of their neighborhoods, such as restricting clotheslines to private backyards or requiring them to be retracted when not in use. This Act also revises the heading of § 318 of Title 25 to clarify that § 318 applies to restrictive covenants and roof mounted systems for obtaining solar energy.	AN ACT TO AMEND TITLE 25 OF THE DELAWARE CODE RELATING TO RESTRICTIVE COVENANTS.
HA 2 to SB 51	Passed	Baumbach	This Amendment narrows the health-care provider exception from the prohibition on providing ready-to-eat food in polystyrene foam food service packaging to only food provided to a patient or resident.
HA 1 to SB 64	Stricken	Longhurst	This amendment requires that an accounting of qualified investments be delivered to the Controller General as well as to the Lottery Director and that no license fee reduction if the Director or Controller General do not find the accounting satisfactory. It further provides that the reduction is available only for a video lottery facility for whom the beneficial ownership remained the same during the year in which the license fee reduction is sought. Finally, the amendment provides that this Act will sunset 1 year from its effective date absent further action of the General Assembly.

Legislation Passed By Senate

Bill	Current Status	Sponsor	Synopsis	Title
HB 95	Signed	Griffith	This Act requires Family Court to award possession and provide for the care of companion animals when dividing marital property after considering the well-being of the companion animal. This Act also makes technical corrections to conform existing law to the standards of the Delaware Legislative Drafting Manual.	AN ACT TO AMEND TITLE 13 OF THE DELAWARE CODE RELATING TO COMPANION ANIMALS IN THE DISPOSITION OF MARITAL PROPERTY.
SJR 1 w/ SA 1	Signed	Buckson	This Senate Joint Resolution directs the Department of Services for Children, Youth & Their Families to explore participating in the federal title IV-E Guardianship Assistance Program to increase support to relative guardians and facilitate permanency solutions for Delaware youth in foster care.	DIRECTING THE DEPARTMENT OF SERVICES FOR CHILDREN, YOUTH & THEIR FAMILIES TO EXPLORE PARTICIPATING IN THE FEDERAL IV-E GUARDIANSHIP ASSISTANCE PROGRAM.
SB 81	Signed	Townsend	This statutory addition to Delaware’s Wrongful Death Act will permit the spouse, parents, children, and siblings of a deceased person to recover punitive damages when the actions resulting in the death of another person were maliciously intended or the result of willful or wanton misconduct by the at fault party. Punitive damages are intended to deter the at fault party from future similar conduct and to punish the at fault party for reckless conduct. Presently, an estate can recover punitive damages under a survival action pursuant to 10 Del C. § 3701. A survival action involves the death of an individual as the result of the at fault party where that individual suffers for a period of time before dying. Whereas, a wrongful death action involves the instantaneous death of an individual as the result of the at fault party. This led to cases where the issue of whether a defendant faced punitive damages depended not on the defendant's own actions, but on whether the deceased had suffered long enough for a survival action. This Act also clarifies the definitions of "child" and "parent."	AN ACT TO AMEND TITLE 10 OF THE DELAWARE CODE RELATING TO WRONGFUL DEATH ACTIONS.
SB 74 w/ SA 1	Signed	Hansen	This Act establishes requirements for the handling of treatment records for all of the following health-care providers under Title 24: 1. Advanced Practice Registered Nurses (certified nurse practitioners), Chapter 19. 2. Licensees under the Board of Mental Health and Chemical Dependency Professionals, Chapter 30: mental health professional counselors and associate counselors, chemical dependency professionals, marriage and family therapists, professional art therapists. 3. Psychologists, Chapter 35. 4. Licensed Clinical Social Workers, Chapter 39. Under current law, a patient or client does not have a right or clear procedure by which to obtain a copy of their record when one of these practitioners closes a practice, dies, terminates a patient relationship, or is incapacitated. The requirements established under this Act are modeled on the patient record requirements and procedures for physicians and correspond with the changes that would be enacted under House Bill No. 105 (152nd). These requirements and procedures also apply when a patient or client requests copies of their records. Under existing law, the governing boards established under these chapters have authority to promulgate regulations, if necessary, to address intersections between the requirements under this Act and professional codes of ethics. Sections 5 through 8 of this Act make technical corrections to conform existing law to the standards of the Delaware Legislative Drafting Manual and corrects the spelling of the word “health-care” to be consistent throughout these chapters.	AN ACT TO AMEND TITLE 24 OF THE DELAWARE CODE RELATING TO HEALTH RECORDS.
SA 1 to SJR 1	Passed	Buckson	This amendment extends the reporting date from November 30, 2023, to March 1, 2024.
SB 109	Signed	Poore	Under this bill, when the State incurs costs for impounding an animal and the owner fails to pay the costs, the time in which ownership of the animal reverts to the State is reduced from 30 days to 15 days.	AN ACT TO AMEND TITLE 16 OF THE DELAWARE CODE RELATING TO IMPOUNDMENT OF ANIMALS.
SB 115	Signed	Gay	This Act continues the practice of amending periodically the Delaware Revised Uniform Partnership Act (the “GP Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments to the GP Act: Section 1 amends § 15-101 of the GP Act (i) to add a new definition of “foreign partnership,” which term appears in the GP Act, and (ii) to fix a typographical error. Section 2 adds a new § 15-208 to the GP Act to clarify that a subscription for a partnership interest may be irrevocable if the subscription states it is irrevocable to the extent provided by the terms of the subscription. Section 3 amends § 15-902(g) of the GP Act. Currently, § 15-902(g) of the GP Act permits a duly approved agreement of merger or consolidation or plan of merger to effect any amendment to the partnership agreement or effect the adoption of a new partnership agreement. This amendment to § 15-902(g) confirms that an amendment to a partnership agreement or adoption of a new partnership agreement effected under § 15-902(g) of the GP Act may be effected only with respect to the partnership agreement of the surviving or resulting partnership and not with respect to the partnership agreement of a constituent partnership that is not a surviving or resulting partnership. Section 4 amends § 15-1003(b) of the GP Act to confirm that this section of the GP Act applies to foreign limited liability partnerships. Section 5 provides that the amendments to the GP Act take effect August 1, 2023.	AN ACT TO AMEND 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 112	Signed	Gay	This Act continues the practice of amending periodically the Delaware Revised Uniform Limited Partnership Act (the “LP Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments to the LP Act: Section 1 amends § 17-204(a) of the LP Act to clarify that certificates required by the LP Act to be filed in the office of the Secretary of State be executed in the manner set forth in § 17-204(a). Further, because Section 5 of this Act contains amendments that permit or require a certificate of amendment to a certificate of division to be filed in the office of the Secretary of State, this section also amends § 17-204(a) of the LP Act to provide the manner in which a certificate of amendment to a certificate of division must be signed. Section 2 amends § 17-211(g) of the LP Act. Currently, § 17-211(g) of the LP Act permits a duly approved agreement of merger or consolidation or plan of merger to effect any amendment to the partnership agreement or effect the adoption of a new partnership agreement. This amendment to § 17-211(g) confirms that an amendment to a partnership agreement or adoption of a new partnership agreement effected pursuant to § 17-211(g) of the LP Act may be effected only with respect to the partnership agreement of the surviving or resulting limited partnership and not with respect to the partnership agreement of a constituent limited partnership that is not the surviving or resulting limited partnership. Sections 3 and 6 amend § 17-218(b)(1) and § 17-221(c)(1) of the LP Act. Each protected or registered series of a Delaware limited partnership must have a general partner associated with it. If a partnership agreement fails to designate an initial general partner associated with such a series, the LP Act designates a general partner to be associated with such a series. If a partnership agreement fails to designate a general partner of the limited partnership generally, the LP Act designates a general partner of the limited partnership generally. These sections amend § 17-218(b)(1) of the LP Act and § 17-221(c)(1) of the LP Act to confirm that the rules for designating a general partner for a limited partnership that has protected or registered series apply only to the designation of an initial general partner and not to subsequent general partners. Section 4 amends §17-218 of the LP Act. Currently, § 17-806 of the LP Act permits revocation of dissolution of a limited partnership prior to the filing of a certificate of cancellation of the certificate of limited partnership in the office of the Secretary of State; however, the LP Act does not currently address revocation of termination of a protected series prior to the completion of the winding up of the protected series. This amendment adds a new § 17-218(d) to permit revocation of termination of a protected series prior to the completion of the winding up of the protected series. Section 5 amends § 17-220(h) of the LP Act. Currently, among other requirements, a certificate of division must state the name and business address of the division contact and the name and address of the division partnership where the plan of division is on file. Because this information may change over time, this amendment permits or requires the filing of a certificate of amendment of certificate of division to amend the name or business address of the division contact or the name and address of the division partnership where the plan of division is on file. The requirement to update such information in a certificate of division ends after the expiration of a period of 6 years following the effective date of the division. Section 5 also amends § 17-220(l)(1) of the LP Act to clarify that pursuant to a division, a dividing partnership is divided into distinct and independent division partnerships as such term is used in the LP Act. Finally, Section 5 also amends § 17-220(l)(9) of the LP Act. Currently, under § 17-220 of the LP Act, a dividing partnership does not need to survive a division. This amendment confirms that a dividing partnership need not be a surviving partnership. Section 7 amends §17-221 of the LP Act. Currently, § 17-806 of the LP Act permits revocation of dissolution of a limited partnership prior to the filing of a certificate of cancellation of the certificate of limited partnership in the office of the Secretary of State; however, the LP Act does not currently address revocation of dissolution of a registered series prior to the filing of a certificate of cancellation of the certificate of registered series in the office of the Secretary of State. This amendment adds a new § 17-221(f) to permit revocation of dissolution of a registered series prior to the filing of a certificate of cancellation of the certificate of registered series in the office of the Secretary of State. Section 8 adds a new § 17-506 to the LP Act to clarify that a subscription for a partnership interest may be irrevocable if the subscription states it is irrevocable to the extent provided by the terms of the subscription. Section 9 amends § 17-1107(a)(3) of the LP Act to specify the fee payable to the Secretary of State to file a certificate of amendment of certificate of division. Section 10 amends § 17-1109(j) of the LP Act to acknowledge that certificates of amendment of certificate of division should be accepted for filing by the Secretary of State if at least 1 division partnership is in good standing at the time of such filings. Section 11 provides that the proposed amendments to the LP Act take effect August 1, 2023. This Act requires a greater than majority vote for passage because § 11 of Article VIII of the Delaware Constitution requires the affirmative vote of three-fifths of the members elected to each house of the General Assembly to impose or levy a tax or license fee.	AN ACT TO AMEND 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 113	Signed	Gay	This Act continues the practice of amending periodically the Delaware Limited Liability Company Act (the “LLC Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments to the LLC Act: Section 1 amends § 18-204(a) of the LLC Act to clarify that certificates required by the LLC Act to be filed in the office of the Secretary of State are to be executed in the manner set forth in § 18-204(a). Section 2 amends § 18-205(a) of the LLC Act to clarify that a failure or refusal to execute any certificate required by the LLC Act is subject to § 18-205(a) of the LLC Act. Section 3 amends § 18-209(f) of the LLC Act. Currently, § 18-209(f) of the LLC Act permits a duly approved agreement of merger or consolidation or plan of merger to effect any amendment to a limited liability company agreement or effect the adoption of a new limited liability company agreement. This amendment to § 18-209(f) confirms that an amendment to a limited liability company agreement or adoption of a new limited liability company agreement effected pursuant to § 18-209(f) of the LLC Act may be effected only with respect to the limited liability company agreement of the surviving or resulting limited liability company and not with respect to the limited liability company agreement of a constituent limited liability company that is not the surviving or resulting limited liability company. Section 4 amends § 18-215 of the LLC Act. Currently, § 18-806 of the LLC Act permits revocation of dissolution of a limited liability company prior to the filing of a certificate of cancellation of the certificate of formation in the office of the Secretary of State; however, the LLC Act does not currently address revocation of termination of a protected series prior to the completion of the winding up of the protected series. This amendment adds a new §18-215(d) to permit revocation of termination of a protected series prior to the completion of the winding up of the protected series. Section 5 amends § 18-217(h) of the LLC Act. Currently, among other requirements, a certificate of division must state the name and business address of the division contact and the name and address of the division company where the plan of division is on file. Because this information may change over time, this amendment permits or requires the filing of a certificate of amendment of certificate of division to amend the name or business address of the division contact or the name and address of the division company where the plan of division is on file. The requirement to update such information in a certificate of division ends after the expiration of a period of 6 years following the effective date of the division. Section 5 also amends § 18-217(l)(1) of the LLC Act to clarify that pursuant to a division, a dividing company is divided into distinct and independent division companies as such term is used in the LLC Act. Finally, Section 5 also amends § 18-217(l)(9) of the LLC Act. Currently, under § 18-217 of the LLC Act, a dividing company does not need to survive a division. This amendment confirms that a dividing company need not be a surviving company. Section 6 amends § 18-218 of the LLC Act. Currently, § 18-806 of the LLC Act permits revocation of dissolution of a limited liability company prior to the filing of a certificate of cancellation of the certificate of formation in the office of the Secretary of State; however, the LLC Act does not currently address revocation of dissolution of a registered series prior to the filing of a certificate of cancellation of the certificate of registered series in the office of the Secretary of State. This amendment adds a new § 18-218(f) to permit revocation of dissolution of a registered series prior to the filing of a certificate of cancellation of the certificate of registered series in the office of the Secretary of State. Section 7 adds a new § 18-506 to the LLC Act to clarify that a subscription for a limited liability company interest may be irrevocable if the subscription states it is irrevocable to the extent provided by the terms of the subscription. Section 8 amends § 18-1105(a)(3) of the LLC Act to specify the fee payable to the Secretary of State to file a certificate of amendment of certificate of division. Section 9 amends § 18-1107(k) of the LLC Act to acknowledge that certificates of amendment of certificate of division should be accepted for filing by the Secretary of State if at least 1 division company is in good standing at the time of such filings. Section 10 provides that the amendments to the LLC Act take effect August 1, 2023. This Act requires a greater than majority vote for passage because § 11 of Article VIII of the Delaware Constitution requires the affirmative vote of three-fifths of the members elected to each house of the General Assembly to impose or levy a tax or license fee.	AN ACT TO AMEND 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 114 w/ SA 1	Signed	Gay	Sections 1, 2, 3 and 4 of this Act amend §§ 152, 153, 157 and 160 of Title 8. Amended §§ 152 and 153 clarify that treasury shares may be sold for less than par value. Amended § 153(c) clarifies the types of consideration that a corporation may receive for selling treasury shares, and references to “amounts” of minimum consideration have been deleted from §§ 152 and 157 to eliminate redundancy. Amended § 157(b) clarifies that § 157(c) is the exclusive means to delegate to a person or body the authority to enter into transactions to issue rights or options. A reference in § 157(b) to permitting the exercise price of a right or option to be determined by formula has been deleted to eliminate redundancy because such formulas are permitted by § 157(d). Amended § 157(c) eliminates the requirement that the board of directors, or a board committee, fix a maximum number of rights or options that may be authorized for issuance by a person or body under a § 157(c) delegation. Amended § 157(c) also clarifies that the board, or a board committee, may fix two different time periods in a § 157(c) delegation: a period during which rights or options may be issued and a different time period during which shares may be issued upon exercise of the rights or options. Amended § 160(b) clarifies that treasury shares resulting from a stock redemption or repurchase may be resold under § 153(c), unless the treasury shares are retired. Amended § 160(b) also clarifies that treasury shares may not be resold if the shares are required to be retired by a provision of the certificate of incorporation. Section 5 of this Act amends § 204 of Title 8 to make the following technical changes: (1) The amendments to § 204(c)(2), which currently dispenses with the need for a vote of stockholders in circumstances where no valid stock is outstanding and entitled to vote, clarifies that the determination as to whether any shares of valid stock are outstanding and entitled to vote must be made at the time the board adopts the resolutions approving the defective corporate act. (2) The amendment to § 204(d) similarly applies the time of the board’s adoption of the resolutions ratifying the defective corporate act as the time for determining which shares constitute valid stock and which shares constitute putative stock entitled to vote on the adoption of the ratification of a defective corporate act requiring a vote of the holders of valid stock. (3) The amendments to § 204(e) dispense with the need for filing a certificate of validation in circumstances where the underlying defective corporate act required the filing of a certificate under another section of the Delaware General Corporation Law and such a certificate has been filed and requires no change to give effect to the defective corporate act. (4) The amendments to § 204(e) also simplify the required contents of a certificate of validation, including eliminating the requirement that certificates of validation describe the underlying defective corporate acts and the nature of the failure of authorization relating to those acts. Section 6 of this Act amends § 228(e) of Title 8 to simplify the determination of the record date to be used for purposes of identifying the stockholders or members who are entitled to notice of action by consent by stockholders or members. There are three different possibilities for determining the record date for action by consent under § 213(b) of Title 8, which could differ from the record date for the notice required by § 228(e) of Title 8 before the changes made by this Section. The changes made by this Section provide that a notice of action by consent shall be provided to those persons (i) who were stockholders or members as of the record date for the action by consent, (ii) who would have been entitled to notice of the meeting if the action had been taken at a meeting and the record date for the notice of the meeting was the record date for the action by consent, and (iii) who have not consented to the action by consent. The changes to § 228(e) of Title 8 also provide that a notice that constitutes a notice of internet availability of proxy materials for purposes of the federal Securities Exchange Act will satisfy the notice requirements of § 228(e) for corporations entitled to use such notices under the relevant regulation promulgated under the Securities Exchange Act. Section 7 of this Act amends § 242 of Title 8 to add a new subsection (d). Paragraph (d)(1) includes the language that had previously been in paragraph (b)(1) providing that no meeting or vote of stockholders is required to adopt an amendment to the certificate of incorporation that effects only changes described in paragraphs (a)(1) or (a)(7). Paragraph (d)(1) also provides that no meeting or vote of stockholders is required for an amendment to the certificate of incorporation that reclassifies by subdividing the issued shares of a class of stock into a greater number of issued shares, i.e., a forward stock split, provided that such class is the only class of such corporation’s capital stock then outstanding (and is not divided into series). Paragraph (d)(1) also provides that no vote of stockholders is required, in connection with such subdivision, for such amendment to increase the authorized number of shares of such class, up to an amount proportionate to the subdivision. Paragraph (d)(2) provides that a corporation listed on a national securities exchange can amend its certificate of incorporation to reclassify by combining the issued shares of a class into a lesser number of issued shares, i.e., a reverse stock split, without obtaining the vote or votes otherwise required by subsection (b) if (i) the shares are listed on a national exchange immediately before the amendment becomes effective and such corporation meets the listing requirement of such exchange relating to the minimum number of holders immediately after the amendment becomes effective, (ii) at a meeting of stockholders at which a vote is taken for and against the proposed amendment, the votes cast for the amendment exceed the votes cast against the amendment and (iii) if the amendment increases or decreases the number of shares of a class of stock that has not opted out of the class vote pursuant to the last sentence of paragraph (b)(2), the votes cast for the amendment by the holders of such class exceed the votes cast against the amendment by the holders of such class. Under the voting standard set forth in paragraph (d)(2)(B) and (C), abstentions have no effect on whether the required approval is obtained. The addition of subsection (d) does not eliminate the stockholder vote required to change the par value of a class of stock, whether or not in connection with any subdivision or combination. Notably, the “unless otherwise expressly required by the certificate of incorporation” lead-in to subsection (d) permits a corporation to “opt in” to the stockholder votes that otherwise would be required under subsection (b) in connection with any subdivision or combination of the issued shares or increase or decrease in the authorized number of shares contemplated by subsection (d). Any such provision in the certificate of incorporation must expressly state that the stockholder vote otherwise required under subsection (b) is required to adopt any amendment to the certificate of incorporation specified in subsection (d) or must expressly “opt out” of the provisions of subsection (d). A general recitation in the certificate of incorporation of the vote generally required under subsection (b) without a specific reference to the amendments specified in subsection (d) is not sufficient. Section 242(a)(3) is also being amended to require that reclassifications by way of subdividing and combining, i.e., forward stock splits and reverse stock splits, must apply to outstanding shares and shares held in treasury, i.e., all “issued” shares. New subsection (d) also reflects this change. Section 8 of this Act amends § 260 of Title 8 to confirm the authority of a corporation, following a merger, consolidation, conversion, or domestication, to issue bonds, other obligations, shares of its capital stock, and other securities, and to mortgage its franchise, rights, privileges, and property, in connection with such merger, consolidation, conversion, or domestication. Section 9 of this Act amends § 262 of Title 8, in connection with the amendments to § 390 of Title 8 set forth in Section 13 of this Act, to provide appraisal rights to stockholders in connection with a transfer, domestication, or continuance of the corporation in a foreign jurisdiction, unless appraisal rights are denied under the “market out” exception set forth in amended § 262(b). Amended § 262 eliminates appraisal rights in connection with a merger, consolidation, conversion, or domestication of an entity that has converted to a Delaware corporation under § 265, if the merger, consolidation, conversion, or domestication is authorized under § 265, as amended by Section 10 of this Act. Conforming changes to the other subsections of § 262 provide that appraisal rights are available in a domestication in a similar manner as a merger, consolidation, or conversion. Amended §262(k) clarifies that an appraisal demand may be withdrawn more than 60 days after the effective date of the transaction resulting in appraisal rights if the withdrawal is approved by the corporation, but the amendment does not change the existing rule that appraisal rights cease if a petition for appraisal is not filed under §262(e). Sections 10, 11 and 13 of this Act amend §§ 265, 266 and 390 of Title 8 to permit an other entity or corporation to adopt a plan of conversion or a plan of domestication setting forth the terms and conditions of the conversion or domestication, including the manner of exchanging or converting the equity interests of the other entity or corporation to be converted or domesticated and any other details or provisions deemed desirable. A plan of conversion, adopted under amended § 265, also may set forth corporate action to be taken by the converted corporation in connection with the conversion, each of which must be approved in accordance with the requirements of all applicable law before effectiveness of the conversion. Once so approved, any such corporate action that is within the power of a Delaware corporation under Chapter 1 of Title 8 set forth in the plan of conversion shall be deemed authorized, adopted, and approved, as applicable, by the converted corporation and its board of directors, stockholders, or members, as applicable, and does not require any further action of the board of directors, stockholders, or members of the converted corporation under Title 8. The amendments to §§ 265, 266, and 390 provide that the terms of a plan of conversion or 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 conversion, certificate of transfer or certificate of transfer and domestic continuance, adopted under §§ 266 or 390, and that a certificate of conversion, adopted under § 265, shall certify that, prior to the time such certificate becomes effective, the plan of conversion or plan of domestication, as applicable, shall be approved in accordance with §§ 266 or 390 or in accordance with all law applicable to the other entity. Also, Section 13 of this act changes the requirement for stockholder approval of the transfer, domestication, or continuance of a corporation in a foreign jurisdiction, 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 transfer, domestication, or continuance. If the corporation is transferring, domesticating, or continuing as a partnership with one or more general partners, the transfer, domestication, or continuance also requires the approval of each stockholder that is to become a general partner of the partnership. The amendments require that a certificate of domestication to be filed with the Secretary of State must contain the agreement of the transferring, domesticating or continuing corporation to be served with process in the State of Delaware for any action for enforcement of any obligation of the resulting entity arising from the transfer, domestication, or continuance as well as in appraisal proceedings under § 262 of Title 8. The amendments also provide that, for any corporation incorporated before August 1, 2023, 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 in effect on or before August 1, 2023 that restricts, conditions or prohibits consummation of a merger or consolidation is also deemed to apply to a transfer, domestication, or continuance, unless the certificate of incorporation or such agreement expressly provides otherwise with respect to a transfer, domestication, or continuance, or if the certificate of incorporation or such agreement does not so expressly provide, a conversion as contemplated by § 266(k) in which case such express provision shall be deemed to apply to a transfer, domestication or continuance as if it were a conversion. Section 12 of this Act amends § 272 of Title 8. New § 272(b) adds a safe harbor for selling, leasing or exchanging collateral assets that secure a mortgage or pledge without obtaining stockholder approval under § 271 of Title 8. Amended § 272(b)(1) clarifies this approval is not required if the secured party can sell the collateral without the corporation’s consent (including without the consent of its board of directors and stockholders) under the law governing the mortgage or pledge or other applicable law. If a secured party is entitled to sell the collateral in such circumstances, but wishes not to, § 272(b)(2) permits the secured party and the board of directors to agree to an alternative transaction (e.g., a strict foreclosure or sale to a third party), without obtaining § 271 stockholder approval, if the value of the assets is less than or equal to the amount of the liability or obligation being reduced or eliminated as a result of the transaction. A specific type of asset valuation is not prescribed, and a transaction would not fail the asset value test solely because consideration is paid to the corporation or its stockholders. For example, consideration might be paid to those parties in the ordinary course of similar transactions or paid as “nuisance value” to avoid claims in litigation. Amended § 272(b) is not intended to affect a secured party’s obligation to comply with article 9 of a uniform commercial code, real property law or other applicable law. Amended § 272 does not create a general insolvency exception to § 271 of the type that the Supreme Court of the State of Delaware declined to adopt in Stream TV Networks, Inc. v. SeeCubic, Inc., 279 A.3d 323 (Del. 2022). The amendments to § 272 establish safe harbors for when stockholder approval is not required by § 271. Amended § 272 does not preclude further case law developments on which transactions constitute a “sale, lease or exchange” of assets for purposes of § 271, nor is amended § 272 intended to preclude further development of the quantitative and qualitative analyses used by the Delaware courts to interpret § 271. New § 272(c) provides that, after a transaction is completed, it cannot be invalidated for failure to satisfy the asset value test if the transferee of the assets provided value and acted in good faith (as defined in § 1-201(b)(20) of Title 6). However, a transaction may be enjoined before consummation, and § 272(c) does not preclude monetary damages for a claim based on a violation of fiduciary duty by a director, officer or stockholder. New § 272(c) does not change the fiduciary duties of directors or officers (or, as applicable, stockholders) in connection with a sale, lease or exchange, or the level of judicial scrutiny that will apply to the decision to enter into a sale, lease or exchange, each of which will be determined based on the common law of fiduciary duty, including the duty of loyalty. New § 272(c) does not eliminate defenses otherwise available, including based on § 141(e) of Title 8 or a § 102(b)(7) of Title 8 provision. The adoption of § 272(c) is not intended to preclude application of a similar remedies scheme for a § 271 violation. New § 272(d) provides that a certificate of incorporation provision that requires stockholder authorization of a sale, lease or exchange of assets does not apply to a sale, lease or exchange permitted by § 272(b) unless the certificate of incorporation expressly so provides. New § 272(d) applies only to certificate of incorporation provisions that first become effective after August 1, 2023. The amendments to § 272 apply to nonstock corporations through the translator provisions of § 114. Section 14 of this act provides that the effective date of Sections 1 through 8, 11 and 12 is August 1, 2023. Section 15 of this act provides that Section 9 only applies to mergers, consolidations, conversions, domestications, transfers, and continuances adopted or entered into on or after August 1, 2023, as determined under Section 15. Section 16 of this act provides that Section 10 only applies to corporations with respect to which a plan of conversion is entered into on or after August 1, 2023, or, if a plan of conversion is not entered into in connection with the conversion, any such corporations with respect to which the approvals required by § 265(h), as amended by this Act, are obtained on or after August 1, 2023. Section 17 of this act provides that Section 13 is effective only with respect to corporations domesticating, transferring, or continuing pursuant to resolutions of the board of directors approving the action that are adopted on or after August 1, 2023. This Act requires a greater than majority vote for passage because § 1 of Article IX of the Delaware Constitution requires the affirmative vote of two-thirds of the members elected to each house of the General Assembly to amend the general corporation law.	AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO THE GENERAL CORPORATION LAW.
SB 9 w/ SA 1 + HA 1	Signed	S. McBride	Although lead-based paint is prevalent in many Delaware residences and causes extraordinary neurological damage in children, including seizures, behavioral disorders, developmental delays, and cognitive disabilities, Delaware does not have a comprehensive system to eliminate lead-based paint from those residences where children are still exposed to lead. This Act creates such a system, including: (1) Creating a system by which all properties where a child who is found to have high blood lead levels live are promptly screened for lead-based paint and, where that paint is found, treated to abate or remediate the lead-based paint. (2) Prohibiting landlords of properties where the State has paid for lead-based paint abatement from raising rents on those properties for a period of 3 years. (3) Taking steps to ensure that neither landlords nor local governments present unreasonable delays to the abatement of lead-based paint. (4) Creating a dedicated fund for abatement and remediation of lead-based paint hazards so that all levels of state government can be held accountable for funding lead-based paint abatement efforts. (5) Expanding the duties of the Childhood Lead Poisoning Prevention Advisory Committee to include a plan for prompt inspection and, where necessary, abatement or remediation of lead-based paint in all pre-1978 rental properties.	AN ACT TO AMEND TITLE 16 OF THE DELAWARE CODE RELATING TO LEAD-BASED PAINT.
SA 1 to SB 114	Passed	Gay	This Amendment makes a conforming amendment to § 245 of Title 8 to correct a cross-reference based on an amendment to § 242(b)(1) of Title 8 made by Senate Bill No. 114.
SA 1 to SB 74	Passed	Hansen	To keep these requirements consistent with those for physicians, this Amendment adds the provisions in HA 1 to HB 105 (152nd), which require the notice of an office closure to include the date services will cease and that when an office closes, notice must be provided to the applicable governing body explaining how former patients or clients may obtain their records. It also delays the effective date of SB 74 for 6 months. In addition to the requirements under HA 1 to HB 105, this Amendment requires the patient's or client's written consent before providing records to a new provider.
SA 1 to SB 9	Passed	S. McBride	This Amendment does all of the following: (1) Makes clear that the State assumes that when a child has an elevated blood lead level there is exposed lead paint in the house and is, therefore, doing an inspection rather than a risk assessment. (2) Makes clear that the owner of any multi-unit property or property that has been rented to a third party may pay the Delaware State Lead-Based Paint Program’s costs of abatement or remediation and, if the owner does so, the prohibition on rental fee increases does not apply to the owner.

Legislation Passed By House of Representatives

Bill	Current Status	Sponsor	Synopsis	Title
SB 73	Signed	Townsend	This Act modifies the Public Works’ Bidder Prequalification period and changes from the existing 12-month valid period to a 24-month valid period.	AN ACT TO AMEND TITLE 29 OF THE DELAWARE CODE RELATING TO PUBLIC WORKS BIDDER PREQUALIFICATION REQUIREMENTS.
SCR 45	Passed	Lawson	This Senate Concurrent Resolution recognizes the month of May 2023 as "Healthy Vision Month" in the State of Delaware.	RECOGNIZING THE MONTH OF MAY 2023 AS "HEALTHY VISION MONTH" IN THE STATE OF DELAWARE.
SCR 46	Passed	Pettyjohn	This Senate Concurrent Resolution designates the week of May 8-12, 2023, as "Charter Schools Week" in the State of Delaware and commends Delaware's public charter schools for their efforts in educating Delaware students.	DESIGNATING THE WEEK OF MAY 8-12, 2023, AS "CHARTER SCHOOLS WEEK" IN THE STATE OF DELAWARE.
SCR 55	Passed	Pettyjohn	This Senate Concurrent Resolution proclaims May 2023 as "Community Action Month" in the State of Delaware.	PROCLAIMING MAY 2023 AS "COMMUNITY ACTION MONTH" IN THE STATE OF DELAWARE.
SCR 57	Passed	Lockman	This Senate Concurrent Resolution supports a forthcoming federal resolution recognizing Thomas Garrett as a heroic abolitionist.	SUPPORTING A FORTHCOMING FEDERAL RESOLUTION RECOGNIZING THOMAS GARRETT AS A HEROIC ABOLITIONIST.
HA 2 to HB 4	Passed	Longhurst	This amendment expands the definition of "school-connected traumatic event" to include any "other traumatic event that affects a significant portion of the students in the school. It also specifies that the Department of Education is responsible only for grief counseling provided at the school and extends the period during which the Department must cover the cost of grief counseling to 45 days, with an option to renew for an additional 45 days. Finally, it requires that the Department provide a report each year to the JFC chairs and Education Committee chairs detailing the costs of grief counseling provided pursuant to this section.
HA 1 to HB 3	Passed	Longhurst	This amendment clarifies that after the second absence, the student must be referred to a school-based mental or behavioral health specialist. The amendment also requires the Department of Education to provide the technical ability so the Act can be implemented seamlessly.

Senate Committee Assignments

House Committee Assignments

Senate Committee Report

No Senate Committee Report

House Committee Report

Senate Defeated Legislation

No Senate Defeated Legislation

House Defeated Legislation

No House Defeated Legislation

Nominations Enacted upon by the Senate

No Records