CHAPTER 235

FORMERLY SENATE BILL NO. 222

AN ACT TO AMEND TITLE 8 OF THE DELAWARE CODE RELATING TO CORPORATIONS BY MAKING CERTAIN CHANGES IN SECTIONS 103, 158, 222, 228, 251, 255, 381 and 391.

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 I. Section 103 of Title 8, Delaware Code, is amended by deleting the phrase, "shall have the corporate seal affixed thereto and" in subsection (a) (2), and by deleting subsection (b) and substituting a new subsection (b) to read as follows:

(b) Whenever any provision of this chapter requires any instrument to be acknowledged, such requirement is satisfied by either:

(1) The formal acknowledgement by the person or one of the persons signing the instrument that it is his act and deed or the act and deed of the corporation, as the case may be, and that the facts stated therein are true. Such acknowledgement shall be made before a person who is authorized by the law of the place of execution to take acknowledgements of deeds and who, if he has a seal of office, shall affix it to the instrument.

(2) The signature, without more, of the person or persons signing the instrument, in which case such signature or signatures shall constitute the affirmation or acknowledgement of the signatory, under penalties of perjury, that the instrument is his act and deed or the act and deed of the corporation, as the case may be, and that the facts stated therein are true.

Section 2. Section 158 of Title 8, Delaware Code, is amended by deleting the phrase, "If such certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation, or its employee, any other signature" in the second sentence and by adding in lieu thereof the phrase, "Any of or all the signatures".

Section 3. Section 222 of Title 8, Delaware Code, is amended by deleting the word "fifty" in the first sentence of subsection (b), and by adding in lieu thereof the word "sixty".

Section 4. Section 228 of Title 8, Delaware Code, is amended by deleting said section and substituting in lieu thereof the following:

§ 228. Consent of Stockholders in lieu of meeting

(a) Unless otherwise provided in the certificate of incorporation, any action required by this chapter to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

(b) Unless otherwise provided in the certificate of incorporation, any action required by this chapter to be taken at a meeting of the members of a non-stock corporation, or any action which may be taken at any meeting of the members of a non-stock corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted.

() Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders or members, as the case may be, who have not consented in writing. In the event that the action which is consented to is such as would have required the filing of a certificate under any other section of this title, if such action had been voted on by stockholders or by members at a meeting thereof, the certificate filed under such other section shall state, in lieu of any statement required by such section concerning any vote of stockholders or members, that written consent has been

given in accordance with the provisions of this section, and that written notice has been given as provided in this section.

Section 5. Section 251 of Title 8, Delaware Code, is amended by deleting the phrase "under the seal thereof' in the fourth sentence of subsection (c) and by deleting the phrase, "under its seal" in the second sentence of subsection (f) and by deleting subsection (f) (2) and substituting in lieu thereof the following:

(2) each share of stock of such constituent corporation outstanding immediately prior to the effective date of the merger is to be an identical outstanding or treasury share of the surviving corporation after the effective date of the merger,.

Section 6. Section 255 of Title 8, Delaware Code, is amended by deleting the phrase "under the seal of each such corporation" in the fourth sentence of subsection (c).

Section 7. Section 381 of Title 8, Delaware Code, is amended by deleting the phrase, "under its corporate seal" in the first sentence of subsection (a) (1).

Section 8. Section 391 of Title 8, Delaware Code, is amended by amending subsection (e) thereof to read as follows:

(e) The Secretary of State may in his discretion permit the extension of credit for the taxes or fees required by this section upon such terms as he shall deem to be appropriate.

Section 9. Section 391 of Title 8, Delaware Code, is amended by adding a new subsection (f) to read as follows:

(f) The Secretary of State shall retain in his hands out of the revenue collected from the taxes or fees required by this section a sum sufficient to provide at all times a fund of at least $500, but not more than $1,500, out of which he may refund any payment made pursuant to this section to the extent that it exceeds the taxes or fees required by this section. The fund shall be deposited in the financial institution which is legal depository of State moneys to the credit of the Secretary of State and shall be disbursable on order of the Secretary of State.

Section 10. This Act shall become effective on July 1, 1971.

Approved July 9, 1971.