CHAPTER 158 - GENERAL PROVISIONS RESPECTING CORPORATIONS RENEWAL, EXTENSION AND RESTORATION OF CHARTERS
AN ACT TO AMEND CHAPTER 65 OF THE REVISED CODE OF DELAWARE, 1935, AS AMENDED, RELATING TO CORPORATIONS, BY PROVIDING FOR CERTAIN PROCEEDINGS FOR RENEWAL, EXTENSION AND RESTORATION OF CHARTERS.
Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly met (two-thirds of all the members elected to each branch concurring therein):
Section 1. That Section 74 of Chapter 65 of the Revised Code of Delaware, 1935, being 2106 thereof, be and the same hereby is amended by striking out the first paragraph thereof and inserting in lieu thereof the following:
2106. Section 74. Renewal, Extension and Restoration of Charter; Proceeding For:--Any corporation existing under the laws of this State, may, at any time before the expiration of the time limited for its existence and any corporation existing under the laws of this State whose charter has become inoperative by law for non-payment of taxes and any corporation existing under the laws of this State whose charter has expired by reason of failure to renew the same or whose charter has been renewed, but, through failure to comply strictly with the provisions of this Chapter, the validity of whose renewal has been brought into question, may at any time procure an extension, restoration, renewal or revival of its charter, together with all to rights, franchises, privileges and immunities and subject to all of its duties, debts and liabilities which had been secured or imposed by its original charter and all amendments thereto by filing with the Secretary of State a certificate of any two of its last acting officers or other officers to be elected as hereinafter provided, duly sworn or affirmed to by such officers before any person authorized by the laws of this State to administer oaths or affirmations, provided, however, that such certificate shall not be executed by any officer and his assistant officer, as for instance a Secretary and an Assistant Secretary, and that the two officers executing such certificate shall not be one and the same person; which certificate shall set forth:
and by striking out the last paragraph of said Section 74 and inserting in lieu thereof the following:
If only one or none of the last acting officers of any such corporation so desiring to renew or revive its charter is available by reason of death, unknown address or refusal or neglect to act at the time of such renewal as provided for in the first paragraph of this section, the directors of such corporation, or those remaining on the board if not less than three, may elect a successor to such officer or officers who are dead or whose addresses are unknown or who refuse or neglect to act as aforesaid. In any case where there shall be less than three directors of such corporation available for the purposes aforesaid, by reason of death, unknown address or refusal or neglect to act, the stockholders of such corporation may elect as many directors as may be necessary, together with the directors who are ready and willing to act, to constitute a board of three directors or they may elect a full board of directors, as provided by the by-laws of the corporation, and such board may elect successors to the officers who are deceased or whose addresses are unknown or who refused or neglect to act. A meeting of the directors of the corporation for the election of officers as aforesaid may be called by any officer or any director upon ten days' written notice delivered personally or mailed to the last known post office address of each director; and a meeting of the stockholders for the purpose of electing directors as aforesaid may be called by any officer, director or stockholder upon ten days' written notice delivered or mailed to the last known post office address of each stockholder. Any two of the officers may then take all steps and do all things necessary and proper to be done for the renewal or revival of the existence of such corporation as hereinabove provided.
After a renewal or revival-of the charter of such corporation shall have been effected, the two officers who signed the certificate of renewal or revival shall, jointly, forthwith call a meeting of the stockholders of such corporation upon not less than ten days' written notice, and at such meeting the stockholders shall elect a full board of directors, which board shall then elect such officers as are provided by law, by the charter or the by-laws to conduct and carry on the business and affairs of the corporation.
Whenever it shall be desired to renew or revive the charter of any corporation organized under this chapter not for profit and having no capital stock, the board of managers or other governing body, however named, having in charge the administration of the business or affairs of such corporation shall exercise, assume and fulfill all of the functions, rights, privileges and duties involved in or concerned with the renewal or revival of the charter of such corporation and which are hereinabove in like cases imposed or conferred- upon the board of directors of a corporation having capital stock upon the renewal or revival of the charter of such corporation; and the members of any corporation not for profit and having no capital stock who are entitled by its charter or certificate of incorporation, its by-laws or by its conditions of membership or otherwise, to vote for the election of members of its board of managers or other controlling or managing body, or upon any of the affairs or concerns of such corporation, shall exercise, assume and fulfill all of the functions, rights, privileges and duties involved in or concerned with the renewal or revival of the charter of such corporation. and which are hereinabove in like cases imposed or conferred upon the stockholders of a corporation having capital stock upon the renewal or revival of the charter of such corporation. In all other respects, the method and procedure for the renewal or revival of the charter of a corporation not for profit or having no capital stock shall conform, as near as may be, to the method and procedure hereinabove prescribed for the renewal or revival of the charter of a corporation having capital stock; and in the renewal or revival of the charter of any corporation not for profit and having no capital stock, the certificate to be filed in the office of the Secretary of State may be executed by any two officers as required in the case of other corporations organized under this chapter.
Approved April 19, 1945.