CHAPTER 171

AN ACT TO AMEND CHAPTER 1, TITLE 8, DELAWARE CODE, RELATING TO CORPORATIONS.

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 142, Title 8 of the Delaware Code, be and the same is hereby amended by striking out the second sentence of sub-section (a) thereof.

Section 2. That Section 275, Chapter 1, Title 8 of the Delaware Code, be and the same is hereby amended by striking out sub-section (a) thereof and substituting in lieu thereof the following new sub-section (a):

(a) If it should be deemed advisable, in the judgment of the board of directors, and most for the benefit of any corporation organized under this Chapter, that it should be dissolved the board after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, of which meeting every director shall have received at least three days' notice, shall cause notice of the adoption of the resolution to be mailed to each stockholder of record having voting power, and also cause a like notice to be inserted in a newspaper published in the county wherein the corporation shall have its principal office in this State, at least once, at least ten days preceding the time appointed for the same, of a meeting of the stockholders having voting power, to take action upon the resolution so adopted by the board, which meeting may, by consent of a majority in interest of the stockholders present in person or by proxy, having voting power, be adjourned or recessed from time to time.

Section 3. That Section 141, Title 8, Delaware Code, 1953, be and the same is hereby amended by striking out all of subsection (b) of said Section and enacting in lieu thereof a new Section 141 (b) as follows:

(b) The number of directors which shall constitute the whole board shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws, but in no case shall the number be less than three, except that in cases where all the shares of a corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three but not less than the number of stockholders. Directors need not be stockholders unless so required by the certificate of incorporation or the by-laws. The directors shall hold office until their successors are respectively elected and qualified, and a majority of them shall constitute a quorum for the transaction of business, unless the by-laws shall provide that a different number shall constitute a quorum, which in no case shall be less than one-third of the total number of directors nor less than two directors, except that when a board of one director is authorized under the provisions of this Section, than one director shall constitute a quorum.

Section 4. That Sections 295 and 296, Title 8, Delaware Code, 1953, be and the same are hereby repealed. The Court of Chancery shall adopt a rule or rules of court governing the practice and procedure relating to creditors' claims, including, but not limited to, the filing, barring, proving, adjudicating, certifying and appeal of such claims, and the powers, duties and liabilities of receivers and trustees in connection with such claims. This Section shall not affect any proceeding instituted prior to the effective date hereof and as to any such proceeding the provisions in effect immediately prior to the effective date of this Act shall apply.

Section 5. Section 4 of this act shall become effective upon the adoption of the rules referred to in Section 4.

Approved August 21, 1961.