CHAPTER 339

FORMERLY

SENATE BILL NO. 311

AN ACT TO AMEND TITLE 8 OF THE 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. Amend Section 101(a), Title 8, Delaware Code, by deleting the words "his or her or their" and substituting in lieu thereof the words "such person's or entity's".

Section 2. Amend Section 102(6)(3), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "such stockholder.

Section 3. Amend Section 103(b)(1), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such person's", and by deleting the word "he" and substituting in lieu thereof the words "such person".

Section 4. Amend Section 103(6)(2), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such person's".

Section 5. Amend Section 103(c)(3), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "the Secretary of State's".

Section 6. Amend Section 106, Title 8, Delaware Code, by deleting the words "his or their" and substituting in lieu thereof the words "such incorporator's or incorporators"'.

Section 7. Amend Section 122(16), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such stockholder's".

Section 8. Amend Section 124(2), Title 8, Delaware Code, by deleting the word his and substituting in lieu thereof the words "such incumbent or former officer's or director's".

Section 9. Amend Section 125, Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words ""the Attorney General", by deleting the word "he" and substituting in lieu thereof the words "such professor", and by deleting the word "his" in each instance where it appears and substituting in lieu thereof the words "such dean's".

Section 10. Amend Section 132(a), Title 8, Delaware Code, by inserting in subsection (iii) after "(other than the corporation itself") the following: ", a domestic limited partnership, a domestic limited liability company or a domestic business trust" and by inserting in subsection (iv) after "a foreign corporation" the following: ", a foreign limited partnership or a foreign limited liability company".

Section 11. Amend Section 141(6), Title 8, Delaware Code, by deleting the word "his" in each instance where it appears and substituting in lieu thereof the words "such director's".

Section 12. Amend Section 141(e), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such member's".

Section 13. Amend Section 141(k)(2), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such director's", by deleting the word "him" and substituting in lieu thereof the words "such director", and by deleting the word "he" and substituting in lieu thereof the words "such director".

Section 14. Amend Section 142(b), Title 8, Delaware Code, by deleting the second sentence thereof and substituting in lieu thereof the following:

Each officer shall hold office until such officer's successor is elected and qualified or until such officer's earlier resignation or removal."

Section 15. Amend Section 144(a), Title 8, Delaware Code, by deleting the words "his or their" and substituting in lieu thereof the words "any such director's or officer's".

Section 16. Amend Section I44(a)( I ), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "the director's or officer's".

Section 17. Amend Section 144(a)(2), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "the director's or officer's".

Section 18. Amend Section 151(b), Title 8, Delaware Code, by deleting the first sentence thereof and substituting in lieu of such sentence the following: Any stock of any class or series may be made subject to redemption by the corporation at its option or at the option of the holders of such stock or upon the happening of a specified event; provided, however that immediately following any such redemption the corporation shall have outstanding 1 or more shares of 1 or more classes or series of stock, which share, or shares together, shall have full voting powers."

Section 19. Amend Section 158, Title 8, Delaware Code, by deleting the word "he" and substituting in lieu thereof the words "such person" and by deleting the phrase "chairman or vice-chairman" and substituting in lieu thereof the phrase "chairperson or vice-chairperson".

Section 20. Amend Section 162(a), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "such holder or subscriber".

Section 21. Amend Section 163, Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such holder's or subscriber's".

Section 22. Amend Section 164, Title 8, Delaware Code, by deleting the word "his" in each instance where it appears and substituting in lieu thereof the words "such stockholder's", and by deleting the word "him" and substituting in lieu thereof the words "such stockholder".

Section 23. Amend Section 166, Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such subscriber's".

Section 24. Amend Section 167, Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such owner's".

Section 25. Amend Section 168(a), Title 8, Delaware Code, by deleting the word "his" in the first sentence thereof and substituting in lieu thereof the words "such owner's".

Section 26. Amend Section 174(a), Title 8, Delaware Code, by deleting the words "exonerate himself" and substituting in lieu thereof the words "be exonerated", by deleting the word "his" and substituting in lieu thereof the words "his or her", and by deleting the word "he" and substituting in lieu thereof the words "such director".

Section 27. Amend Section 174(c), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "such director".

Section 28. Amend Section 212(b), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "such stockholder".

Section 29. Amend Section 212(c), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "such stockholder".

Section 30. Amend Section 212(c)(1), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "such stockholder", by deleting the word "his" and substituting in lieu thereof the words "such stockholder's", and by deleting the words "his or her" and substituting in lieu thereof the words "such person's".

Section 31. Amend Section 212(c)(2), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "such stockholder".

Section 32. Amend Section 214, Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such holder's", by deleting the word "him" and substituting in lieu thereof the words "such holder", and by deleting the word "he" in each instance where it appears and substituting in lieu thereof the words "such holder".

Section 33. Amend Section 2I5(c), Title 8, Delaware Code, by deleting the second sentence thereof and substituting in lieu of such sentence the following: "In the absence of such specification in the certificate of incorporation or bylaws of a nonstock corporation: (1) one-third of the members of such corporation shall constitute a quorum at a meeting of such members; (2) in all matters other than the election of the governing body of such corporation, the affirmative vote of a majority of such members present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by this chapter; and (3) members of the governing body shall be elected by a plurality of the votes of the members of the corporation present in person or represented by proxy at the meeting and entitled to vote thereon."

Section 34. Amend Section 216, Title 8, Delaware Code, by replacing the period after the word "meeting" in the first sentence of the first paragraph with a comma, and by inserting the following after the comma: "except that, where a separate vote by a class or series or classes or series is required, a quorum shall consist of no less than one-third of the shares of such class or series or classes or series."

Section 35 Amend Section 216(4), Title 8, Delaware Code, by inserting the words or series" following the word "classes" in each instance where it appears and by inserting the words "or series" after the word "class" in the first three instances where it appears and by inserting after the word "class" the fourth time it appears the following: or series or classes or series."

Section 36. Amend Section 217(a), Title 8, Delaware Code, by deleting the word "he" and substituting in lieu thereof the words "such person", and by deleting the word "his" and substituting in lieu thereof the words "such pledgee's".

Section 37. Amend Section 217(b)(1), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such person's".

Section 38. Amend Section 218(a), Title 8, Delaware Code, by deleting the words "him or them" in the third sentence thereof and substituting in lieu thereof the words "such voting trustee or trustees".

Section 39. Amend Section 220(c), Title 8, Delaware Code, by deleting the word "he" in each instance where it appears and substituting in lieu thereof the words "such stockholder".

Section 40. Amend Section 222(b), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such stockholder's".

Section 41. Amend Section 230(b), Title 8, Delaware Code, by deleting the word "his" in each instance where it appears and substituting in lieu thereof the words "such person's".

Section 42. Amend Section 231(a), Title 8, Delaware Code, by deleting the words "his duties" and substituting in lieu thereof the words "the duties of inspector", and by deleting the words his ability" and substituting in lieu thereof the words such inspector's ability".

Section 43. Amend Section 251(b), Title 8, Delaware Code, by inserting the words "and declaring its advisability" in the first sentence thereof after the word "consolidation" and before the period.

Section 44. Amend Section 251(c), Title 8, Delaware Code, by inserting the following after the conclusion of the first sentence thereof:

"The terms of the agreement may require that the agreement be submitted to the stockholders whether or not the board of directors determines at any time subsequent to declaring its advisability that the agreement is no longer advisable and recommends that the stockholders reject it,"

Section 45. Amend Section 252(e), Title 8, Delaware Code, by inserting the following after the reference to "Subsection (d)" at the beginning of such subsection: "and the second sentence of subsection (c)".

Section 46. Amend Section 254(e), Title 8, Delaware Code, by inserting the following sentence after the first sentence in such subsection: "The second sentence of subsection (c) of* 251 of this title shall be applicable to any merger or consolidation under this section,"

Section 47. Amend Section 256(d), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "the Secretary of State", and by deleting the word "his".

Section 48. Amend Section 257(d), Title 8, Delaware Code, by inserting the following after the reference to "subsection (d)" in such subsection: "and the second sentence of subsection (c)".

Section 49. Amend Section 262(d)(1), Title 8, Delaware Code, by deleting the word "his" in each instance where it appears and substituting in lieu thereof the words "such stockholder's".

Section 50. Amend Section 262(e), Title 8, Delaware Code, by deleting the word "his" in each instance where it appears and substituting in lieu thereof the words "such stockholder's" and by deleting the word "he" and substituting in lieu thereof the words "such stockholder".

Section 51. Amend Section 262(h), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such stockholder's", and by deleting the word "he" and substituting in lieu thereof the words "such stockholder".

Section 52. Amend Section 262(k), Title 8, Delaware Code, by deleting the word "his" in each instance where it appears and substituting in lieu thereof in only the second place it appears the words such stockholder's".

Section 53. Amend Section 263(d), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "the Secretary of State", and by deleting the word "his".

Section 54. Amend Section 263(e), Title 8, Delaware Code, by inserting the following after the reference "Sections 251" at the beginning of such subsection: "(c) (second sentence) and".

Section 55. Amend Section 264(d), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "the Secretary of State", and by deleting the word "his".

Section 56. Amend 264(e), Title 8, Delaware Code, by inserting the following after the reference "Sections 251" at the beginning of such subsection: "(c) (second sentence) and".

Section 57. Amend Section 282(a), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "such stockholder".

Section 58. Amend Section 282(c), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "such stockholder".

Section 59. Amend Section 284(a), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "the Attorney General's".

Section 60. Amend Section 296(a), Title 8, Delaware Code, by deleting the word "his" in each instance where it appears and substituting in lieu thereof the words "such trustee's or receiver's", and by deleting the word "him" and substituting in lieu thereof the words "such trustee or receiver".

Section 61. Amend Section 296(b), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such creditor's or claimant's".

Section 62. Amend Section 298, Title 8, Delaware Code, by deleting the word "his" in each instance where it appears and substituting in lieu thereof the words "such receiver's or trustee's".

Section 63. Amend Section 299, Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "such receiver or trustee", and by deleting the word "his" in each instance where it appears and substituting in lieu thereof the words "such receiver's or trustee's".

Section 64. Amend Section 303(b), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such stockholder's".

Section 65. Amend Section 321(a), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such person's".

Section 66. Amend Section 321(b), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "the Secretary of State", and by deleting the word "his".

Section 67. Amend Section 323, Title 8, Delaware Code, by deleting the words "either himself or through his or its attorney file a statement of such fact" and substituting in lieu thereof the words "file a statement of such fact prepared by such party or such party's attorney".

Section 68. Amend Section 324(a), Title 8, Delaware Code, by deleting subsection (a) in its entirety and inserting in lieu thereof the following:

"(a) The shares of any person in any corporation with all the rights thereto belonging, or any person's option to acquire the shares, or such person's right or interest in the shares, may be attached under this section for debt, or other demands, if such person appears on the books of the corporation to hold or own such shares, option, right or interest. So many of the shares, or so much of the option, right or interest therein may be sold at public sale to the highest bidder, as shall be sufficient to satisfy the debt, or other demand, interest and costs, upon an order issued therefor by the court from which the attachment process issued, and after such notice as is required for sales upon execution process. Except as to an uncertificated security as defined in section 8-102 of Title 6, the attachment is not laid and no order of sale shall issue unless section 8112 of Title 6 has been satisfied. No order of sale shall be issued until after final judgment shall have been rendered in any ease. If the debtor lives out of the county, a copy of the order shall be sent by registered or certified mail, return receipt requested, to such debtor's last known address, and shall also be published in a newspaper published in the county of such debtor's last known residence, if there be any, 10 days before the sale; and if the debtor be a nonresident of this State shall be mailed as aforesaid and published at least twice for 2 successive weeks, the last publication to be at least 10 days before the sale, in a newspaper published in the county where the attachment process issued. If the shares of stock or any of them or the option to acquire shares or any such right or interest in shares, or any part of them, be so sold, any assignment, or transfer thereof, by the debtor, after attachment, shall be void."

Section 69. Amend Section 324(b), Title 8, Delaware Code, by adding the words "attachment process issues for" immediately before the words "shares of stock," in the first sentence thereof, and by deleting the words "shall be so attached," from the first sentence thereof.

Section 70. Amend Section 324(e), Title 8, Delaware Code, by adding the words "and the stock certificate, if any," immediately after the words "order of sale and return" in the second sentence thereof, by deleting the word "him" and substituting in lieu thereof the words "such purchase', and by deleting the first and fourth sentences thereof in their entirety.

Section 71. Amend Section 325(b), Title 8, Delaware Code, by deleting the word "he" and substituting in lieu thereof the words "such person".

Section 72. Amend Section 326, Title 8, Delaware Code, by deleting the word "he" in each instance where it appears and substituting in lieu thereof the words "such person".

Section 73. Amend Section 327, Title 8, Delaware Code, by deleting the word "he" and substituting in lieu thereof the words "such stockholder", by deleting the word "his" and substituting in lieu thereof the words "such stockholder's", and by deleting the word "him" and substituting in lieu thereof the words "such stockholder".

Section 74. Amend Section 347(a), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such person's".

Section 75. Amend Section 347(c), Title 8, Delaware Code, by deleting the word "he" and substituting in lieu thereof the words "such person".

Section 76. Amend Section 347(d), Title 8, Delaware Code, by deleting the word "he" and substituting in lieu thereof the words "such person", and by deleting the word "him" and substituting in lieu thereof the words "such person".

Section 77. Amend Section 349, Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such appraiser's".

Section 78. Amend Section 353(c), Title 8, Delaware Code, by deleting the word "he" and substituting in lieu thereof the words "such person'', by deleting the word "His" and substituting in lieu thereof the words "A provisional director's", by deleting the word "him" and substituting in lieu thereof the words "such person", and by deleting the word "his" and substituting in lieu thereof the words "such person's".

Section 79. Amend Section 373(a)(2), Title 8, Delaware Code, by deleting the word "salesmen" and substituting in lieu thereof the word "salespersons", and by deleting the word 'his" and substituting in lieu thereof the words such seller's".

Section 80. Amend Section 375, Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "the Secretary of State's".

Section 81. Amend Section 376(b), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "the Secretary of State", and by deleting the word "his".

Section 82. Amend Section 381(a)(2), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words the Secretary of State".

Section 83. Amend Section 381(a)(3), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "the Secretary of State".

Section 84. Amend Section 381(b), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "the Secretary of State", and by deleting the word "his" and substituting in lieu thereof the words "the Secretary of State's",

Section 85. Amend Section 381(d), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "the Secretary of State", and by deleting the word "his".

Section 86. Amend Section 382(c), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "the Secretary of State", and by deleting the word "his".

Section 87. Amend Section 384, Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "the Attorney General's".

Section 88. Amend Section 389(c), Title 8, Delaware Code, by deleting the word "his" in each instance where it appears and substituting in lieu thereof the words "the Secretary of State's".

Section 89. Amend Section 391(e), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "the Secretary of State's", and by deleting the word "he" and substituting in lieu thereof the words "the Secretary of State".

Section 90. Amend Section 391(f), Title 8, Delaware Code, by deleting the word "he" and substituting in lieu thereof the words "the Secretary of State.

Section 91. Amend Section 39I (g), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "the Secretary of State's".

Section 92. Amend Section 395(a), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "the Commissioner".

Section 93. Amend Section 395(c), Title 8, Delaware Code, by deleting the word "his, their or its" and substituting in lieu thereof the words "such person's or entity's".

Section 94. Amend Section 396, Title 8, Delaware Code, by deleting the word "he" in each instance where it appears and substituting in lieu thereof the words "the Secretary of State".

Section 95. Amend Section 502(b), Title 8, Delaware Code, by deleting the word "he" and substituting in lieu thereof the words "such officer or director".

Section 96. Amend Section 502(c), Title 8, Delaware Code, by deleting the word "him" and substituting in lieu thereof the words "the Secretary of State".

Section 97. Amend Section 502(e), Title 8, Delaware Code, by deleting the word his and substituting in lieu thereof the words "the Secretary of State's" and by deleting the word "he" and substituting in lieu thereof the words the Secretary of State".

Section 98. Amend Section 503(i), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words the Secretary of State’s.

Section 99. Amend Section 504(d), Title 8, Delaware Code, by deleting the word "He" and substituting in lieu thereof the words "The Secretary of State and by deleting the word "he" and substituting in lieu thereof the words "the Secretary of State".

Section 100. Amend Section 504(g), Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "the Secretary of States".

Section 101. Amend Section 505(d), Title 8, Delaware Code, by deleting the word "he" and substituting in lieu thereof the words the Secretary of State.

Section 102. Amend Section 506, Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "the Secretary of State's", and by deleting the word "he" and substituting in lieu thereof the words "the Secretary of State".

Section 103. Amend Section 508, Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "the Attorney General's".

Section 104. Amend Section 510, Title 8, Delaware Code, by deleting the words "to him".

Section 105. Amend Section 511, Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the word "a".

Section 106. Amend Section 514, Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the word "a".

Section 107. Amend Section 518, Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "the Secretary of State's", and by deleting the word "he" and substituting in lieu thereof the words "the Secretary of State".

Section 108. Amend Section 607, Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "of such person's", and by deleting the words "is himself rendering" and substituting in lieu thereof the word "renders".

Section 109. Amend Section 608, Title 8, Delaware Code, by deleting the word "him" in each instance where it appears and substituting in lieu thereof the words "such person", and by deleting the word "his" and substituting in lieu thereof the words "such person's",

Section 110. Amend Section 610, Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such shareholder's".

Section 111. Amend Section 611, Title 8, Delaware Code, by deleting the word "his" and substituting in lieu thereof the words "such person's", and by deleting the word "he" and substituting in lieu thereof the words "such person".

Section 112. Amend Section 612, Title 8, Delaware Code, by deleting the word "his" in each instance where it appears and substituting in lieu thereof the words "such shareholder's".

Section 113. Amend Section 616, Title 8, Delaware Code, by deleting the word "his" in each instance where it appears and substituting in lieu thereof the words such shareholder's".

Section 114. This Act shall be effective on July 1, 1998, except that Sections 43-46, 48, 54, and 56 of this Act shall become effective with respect to agreements of merger or consolidation entered into on or after July 1, 1998.

Approved June 29, 1998