CHAPTER 649

AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO CORPORATIONS BY MAKING CERTAIN CHANGES IN SECTIONS 142 and 160.

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

Section 1. Section 160 of Title 8, Delaware Code, is amended by deleting the last two sentences and by substituting in lieu thereof the following:

Shares of its own capital stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes. Nothing in this section shall be construed as limiting the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 2. Section 142 of Title 8, Delaware Code, is amended by deleting Section 142 in its entirety and by substituting in lieu thereof the following:

§ 142. Officers; titles, duties, selection, term; failure to elect; vacancies

(a) Every corporation organized under this chapter shall have such officers with such titles and duties as shall be stated in the by-laws and as may be necessary to enable it to sign instruments and stock certificates which comply with sections 103 (a) (2) and 158 of this chapter. One of the officers shall record all of the proceedings of the meetings of the stockholders and directors in a book to be kept for the purpose. Any number of offices may be held by the same person unless the certificate of incorporation or by-laws otherwise provide.

(b) Officers shall be chosen in such manner and shall hold their offices for such terms as are prescribed by the by-laws or determined by the board of directors or other governing body.

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.

(c) The corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

(d) A failure to elect officers shall not dissolve or otherwise affect the corporation.

(e) Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, shall be filled as the by-laws provide. In the absence of such provision, the vacancy shall be filled by the board of directors or other governing body.

Approved July 1, 1970.