CHAPTER 168

AN ACT TO AMEND SECTIONS 141, 158 AND 223 OF TITLE 8, DELAWARE CODE, RELATING TO THE GENERAL CORPORATION LAW.

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. That Section 141, Title 8, Delaware Code, be and the same is hereby amended as follows:

(a) By striking out the first sentence of sub-section (e) thereof and substituting in lieu thereof the following sentence:

Except for the provisions of sub-paragraph (g) hereof, the provisions of this section shall not apply to corporations not for profit for which it is desired to have no capital stock.

(b) That sub-section (g) of Section 141 be amended by striking out the said sub-paragraph and substituting in lieu thereof the following:

(g) Unless otherwise restricted by the certificate of incorporation or by-laws, any action required or permitted to be taken at any meeting of the board of directors, or governing body, or of any committee thereof may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board, or governing body, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board, governing body, or committee.

Section 2. That Section 158, Title 8, Delaware Code, be and the same is hereby amended by striking out the first two sentences of the said Section and substituting in lieu the following:

Every holder of stock in a corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation, certifying the number of shares owned by him in such corporation. Where such certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of such corporation and a registrar, the signature of any such chairman or vice-chairman of the board of directors, president, vice-president, treasurer, assistant treasurer, secretary or assistant secretary may be facsimile.

Section 3. That Section 223, Title 8, Delaware Code, be and the same is hereby amended by adding at the end thereof the following:

Unless otherwise provided in the certificate of incorporation or by-laws, when one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as herein provided in the filling of other vacancies.

Approved August 18, 1961.