CHAPTER 19

AN ACT TO AMEND SECTION 223, TITLE 8, DELAWARE CODE, ENTITLED "GENERAL CORPORATION LAW" RELATING TO VACANCIES AND NEWLY CREATED DIRECTORSHIPS.

Be it enacted by the General Assembly of the State of Delaware (two-thirds of all Members elected to each House thereof concurring therein):

Section 1. § 223, Title 8, Delaware Code, is hereby amended by striking out the said section and inserting in lieu thereof a new section 223 as follows:

§ 223. Vacancies and newly created directorships

Vacancies and newly created directorships resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, though less than a quorum, unless it is otherwise provided in the certificate of incorporation or by-laws, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced; provided, however, that in the case of a corporation the directors of which are divided into classes, the directors so chosen shall hold office until the next annual election of the class for which each such director has been chosen and until his successor is duly elected and qualified, unless sooner displaced, but, if the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), upon application of any stockholder or stockholders holding at least 10 per cent of the total number of shares of the capital stock of the corporation at the time outstanding having the right to vote for directors, the Court of Chancery may summarily order an election to be held to fill any such vacancy or vacancies or newly created directorships, or to replace the director or directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of section 224 of this title in so far as such provisions are applicable. The person or persons elected pursuant to said order shall serve as a director or as directors until the next annual meeting of stockholders and until their successors are duly elected and qualified, and shall displace any person or persons who may theretofore have been appointed by the directors then in office as aforesaid.

Approved April 20, 1959.