CHAPTER 186

AN ACT TO AMEND TITLE 8, DELAWARE CODE, ENTITLED "CORPORATIONS," BY MAKING CERTAIN TECHNICAL AND OTHER AMENDMENTS TO SAID TITLE.

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

Section 1. Section 103 of Title 8 of the Delaware Code, is amended by inserting the word "attested" immediately following the words "by a vice president, and "in subparagraph (a) (2) (i) ; by inserting the words "or, if more than one person signs, one of such persons" immediately following the word "instrument" in paragraph (b) (1) ; by inserting the words "or that it is the act and deed of the corporation, as the case may be," immediately following the words 'his act and deed" in paragraph (b) (1) ; by substituting the words "the recording fee to be collected by the Recorder shall be increased by 25 percent." for the words "it shall become ineffective upon the expiration of such 20 day period and shall not again become effective until it has been so recorded." in subsection (d) ; and by deleting the words "and recording" immediately following the words "subsequent to its filing date" in subparagraph (d).

Section 2. Section 136 of Title 8 of the Delaware Code, is amended by substituting the words "president, a vice president, or the secretary thereof" for the words "president or secretary thereof" in subsection (a) and by substituting the words "certified or registered mail" for the words "registered mail" in subsection (a).

Section 3. Section 141 of Title 8 of the Delaware Code, is amended by inserting the sentence "Any director may resign at any time upon written notice to the corporation." after the third sentence of subsection (b).

first sentence of subsection (a) and by substituting the following for the remainder of that sentence : "Each officer shall hold his office until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation."

Section 5. Section 144 of Title 8 of the Delaware Code, is amended by substituting the words "Interested directors" in lieu of the words "Common or interested directors" in subsection (b).

Section 6. Section 145 of Title 8 of the Delaware Code, is amended by substituting the words "specific case" for the words "manner provided in subsection (d)" in subsection (e), and by substituting the words "seeking indemnification" for the word "indemnified" in subsection (f).

Section 7. Section 155 of Title 8 of the Delaware Code, is amended by substituting the following for the first sentence thereof:

A corporation may, but shall not be required to, issue fractions of a share. In lieu thereof it shall either pay in cash the fair value of fractions of a share, as determined by the board of directors, to those entitled thereto, or issue scrip or fractional warrants in registered or bearer form over the manual or facsimile signature of an officer of the corporation or of its agent, exchangeable as therein provided for full shares but such scrip or fractional warrants shall not entitle the holder to any rights of a shareholder except as therein provided.

Section 8. Section 158 of Title 8 of the Delaware Code, is amended by substituting the words "any other signature on the certificate may be a facsimile." for the words "the signatures of the officers of the corporation may be facsimiles." in the second sentence, and by inserting the words "officer, transfer agent, or registrar" for the word "officer" on each of the three occasions that word appears in the third sentence.

Section 9. Section 170 of Title 8 of the Delaware Code, is amended by deleting the parenthetical clause and all which follows it in subsection (b) and substituting in lieu thereof the following:

(including but not limited to a corporation engaged in the exploitation of natural resources or other wasting assets, including patents, or engaged primarily in the liquidation of specific assets) may determine the net profits derived from the exploitation of such wasting assets or the net proceeds derived from such liquidation without taking into consideration the depletion of such assets resulting from lapse of time, consumption, liquidation or exploitation of such assets.

Section 10. Section 172 of Title 8 of the Delaware Code, is amended by inserting the words "or other records" after the words "books of account" and by inserting the words ''or by an appraiser selected with reasonable care by the board of directors" after the words "independent public accountants."

Section 11. Section 202 of Title 8 of the Delaware Code, is amended by substituting the word "corporation" for the word "directors" in paragraph (c) (3).

Section 12. Section 211 of Title 8 of the Delaware Code, is amended by deleting the words ",notice of which was given in the notice of the meeting," in subsection (b).

Section 13. Section 218 of Title 8 of the Delaware Code, is amended by inserting the words ", at any time within two years prior to the time of the expiration of such agreement," after the word "but" in subsection (c) .

Section 14. Section 228 of Title 8 of the Delaware Code, is amended by deleting the word "total" on both occasions where it appears therein.

Section 15. Section 245 of Title 8 of the Delaware Code, is amended by substituting the words "certificate of incorporation" for the words "certificate of amendment" in subsection (b) .

Section 16. Section 251 of Title 8 of the Delaware Code, is amended by substituting the words "the holders of such shares are to receive in exchange for such shares or upon their conversion and the surrender of the certificates evidencing such shares" for the words "is to be paid or delivered to the holders of such

shares in exchange for or upon surrender of such shares" in subsection (b) ; by inserting the words "or in lieu of" after the words "in addition to" in subsection (b) ; by deleting the words "into which any of the shares of any of the constituent corporations are to be converted" in subsection (b) ; by inserting the words "or of any other corporation the securities of which are to be received in the merger or consolidation" immediately prior to the period at the end of the second sentence of subsection (b) ; and by substituting the words "office of the Recorder of the County of this State in which the registered office of each such constituent corporation is located" for the words "offices of the Recorders of the counties of this State in which any of the constituent corporations shall have its original certificate of incorporation recorded" in subsection (c).

Section 17. Section 252 of Title 8 of the Delaware Code, is amended by inserting the words "or of the District of Columbia" after the words "United States" in the first sentence of subsection (a) ; by inserting the words "or of the District" after the words "such other state or states" in the first sentence of subsection (a) ; by substituting the words "the holders of each shares are to receive in exchange for such shares or upon their conversion and the surrender of the certificates evidencing such shares" for the words "is to be paid or delivered to the holders of such shares in exchange for or upon the surrender of such shares" in subsection (b) ; by inserting the words "or in lieu of" after the words "in addition to" in subsection (b) ; by deleting the words "into which any of the shares of any of the constituent corporations are to be converted" in subsection (b) ; by inserting the words "or of any other corporation the securities of which are to be received in the merger or consolidation" immediately prior to the period at the end of the second sentence of subsection

(b); by inserting "certified," after "approved" in subsection

(c); and by inserting the words "the District of Columbia or" after the words "laws of" in the first sentence of subsection (d).

Section 18. Section 253 of Title 8 of the Delaware Code, is amended by inserting the words "or of the District of Columbia" after the word "states" in the first sentence of subsection (a) ; by substituting the words "office of the Recorder of the County in this State in which the registered office of each con-

stituent corporation which is a corporation of this State is located" for the words "offices of the Recorder of the counties of this State in which any of the constituent corporations shall have its original certificate of incorporation recorded" in the third sentence of subsection (a) ; by inserting the words "the District of Columbia or" after the words "laws of" in the fourth sentence of subsection (a) ; and by substituting the words "by certified or registered mail" for the words "by registered mail" in subsection (d).

Section 19. Section 255 of Title 8 of the Delaware Code, is amended by substituting the words "office of the Recorder of the County in this State in which the registered office of each such constituent corporation is located" for the words "offices of the Recorders of the counties of this State in which any of the constituent corporations shall have its original certificate of incorporation recorded" in subsection (c).

Section 20. Section 256 of Title 8 of the Delaware Code, is amended by inserting the words "or of the District of Columbia" after the words "the United States" in the first sentence of subsection (a) ; by inserting the words "or of the District" after the words "states" in the first sentence of subsection (a) ; and by inserting "non-stock, non-profit" after the words "with one or more" in the third sentence of subsection (a) .

Section 21. Section 257 of Title 8 of the Delaware Code, is amended by deleting the first semi-colon in subsection (d) and substituting a comma in lieu thereof, and by adding a new subsection (e) to read as follows:

(e) Nothing in this section shall be deemed to authorize the merger of a charitable non-stock corporation into a stock corporation, if the charitable status of such non-stock corporation would thereby be lost or impaired ; but a stock corporation may be merged into a charitable non-stock corporation which shall continue as the surviving corporation.

Section 22. Section 258 of Title 8 of the Delaware Code, is amended by inserting the words "or of the District of Columbia" after the words "United States" in the first sentence of

subsection (a) ; by substituting the word "place" for the word "state" in the second sentence of subsection (a), and by adding a new subsection (d) to read as follows:

(d) Nothing in this section shall be deemed to authorize the merger of a charitable non-stock corporation into a stock corporation, if the charitable status of such non-stock corporation would thereby be lost or impaired ; but a stock corporation may be merged into a charitable non-stock corporation which shall continue as the surviving corporation.

Section 23. Section 259 of Title 8 of the Delaware Code, is amended by substituting the words "any merger or consolidation" for the words "an agreement of merger or consolidation and the merger or consolidation effected thereby" in subsection (a), and by deleting "in accordance with the provisions of said agreement," in subsection (a).

Section 24. Section 262 of Title 8 of the Delaware Code, is amended by inserting the words "or consolidation" after the words "not voted in favor of the merger" in subsection (b), and by substituting for the last sentence of subsection (k) the following:

This subsection shall not be applicable to the holders of a class or series of stock of a constituent corporation if under the terms of a merger or consolidation pursuant to sections 251 or 252 of this title such holders are required to accept for such stock anything except stock or stock and cash in lieu of fractional shares, of the corporation surviving or resulting from such merger or consolidation.

Section 25. Section 311 of Title 8 of the Delaware Code, is amended by placing a period after the word "business" in subsection (b) and deleting the remainder of that subsection.

Section 26. Section 313 of Title 8 of the Delaware Code, is amended by substituting the words "the required filing fee" for the words "the filing fee as required in said subsection" in subsection (b).

Section 27. Section 355 of Title 8 of the Delaware Code,

is amended by substituting the word "give" for the word "given" in subsection (a).

Section 28. Section 376 of Title 8 of the Delaware Code, is amended by designating the present section "subsection (a)" and adding a new subsection (b) to read as follows :

(b) In case the officer whose duty it is to serve legal process, cannot by due diligence serve the process in any manner provided for by subsection (a) of this section, it shall be lawful to serve the process against the corporation upon the Secretary of State, and the service shall be as effectual to all intents and purposes as if made in any of the ways provided for in subsection (a). Within two business days after service upon the Secretary of State, it shall be the duty of the Secretary of State to notify the corporation thereof by sending two identical letters, one directed to the corporation at its last registered office in this State and one directed to the main or headquarters place of business of the corporation without this State as listed in the last annual report filed pursuant to Section 374. In each letter a copy of the process or other papers served shall be included. It shall be the duty of the plaintiff in any action in which the process shall be issued, to pay to the Secretary of State, for the use of the State, the sum of $5, which sum shall be taxed as a part of the costs in the action if the plaintiff shall prevail therein. The Secretary of State shall alphabetically enter in the "process book" the name of the plaintiff and defendant, the title of the action in which process has been served upon him, the text of the process so served and the return day thereof, and the day and hour when the service was made.

Section 29. Section 380 of Title 8 of the Delaware Code, is amended by inserting the words "the District of Columbia or of" before the words "any state of the United States other than Delaware" and before the words "state in which the foreign corporation is organized."

Section 30. Section 383 of Title 8 of the Delaware Code, is amended by inserting the word "not" after the word "shall" in the last sentence of subsection (a).

is amended by deleting the words "and the affidavit" from paragraph (a) (5), and by substituting a period for the last semicolon in paragraph (a) (6) and deleting the remainder of that paragraph.

Section 32. Section 505 (c) of Title 8 of the Delaware Code, is amended to read :

(c) Any corporation, within a period of sixty days after the determination by the Secretary of State on a petition filed pursuant to subsection (a) of this section, may petition the Court of Chancery, in and for the county where the principal office or place of business of the corporation is located, for a review de novo of the determination of the Secretary of State. The petition shall set forth the facts upon which the petitioner relies. The Secretary of State shall be named as respondent in any such petition and be served therewith in the same manner as if he were a defendant in a civil suit.

Section 33. All rights, privileges and immunities vested or accrued by and under any laws enacted prior to the adoption or amendment of this Act, all suits pending, all rights of action conferred, and all duties, restrictions, liabilities and penalties imposed or required by and under laws enacted prior to the adoption or amendment of this Act, shall not be impaired, diminished or affected by this Act.

Approved January 2, 1968.