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1
LAWS
OF THE
STATE OF DELAWARE
ONE HUNDRED AND THIRTY- SEVENTH
GENERAL ASSEMBLY
FIRST SESSION COMMENCED AND HELD AT DOVER
On Tuesday, January 7, A. D.
1993
SECOND SESSION COMMENCED AND HELD AT DOVER
On Tuesday, January 11, A. D.
1994
VOLUME LXIX
Part II
Object Description
| Rating | |
| Title | Laws of the State of Delaware - Volume 69 - Part 2 |
| Description | Laws of the State of Delaware. The One Hundred And Thirty-Seventh General Assembly First Session Commenced And Held At Dover On Tuesday, January 7, A.D. 1993 Second Session Commenced And Held At Dover On Tuesday, January 11, A.D. 1994 Volume LXIX Part II. |
| Creator | Delaware |
| Creator2 | Delaware General Assembly |
| Publisher | Department of State |
| Type | Text |
| Format | |
| Full Text | 1 LAWS OF THE STATE OF DELAWARE ONE HUNDRED AND THIRTY-SEVENTH GENERAL ASSEMBLY FIRST SESSION COMMENCED AND HELD AT DOVER On Tuesday, January 7, A.D. 1993 SECOND SESSION COMMENCED AND HELD AT DOVER On Tuesday, January 11, A.D. 1994 VOLUME LXIX Part II 1 CHAPTER 259 FORMERLY SENATE BILL NO. 311 AN ACT TO AMEND CHAPTER 15 OF TITLE 6 OF THE DELAWARE CODE RELATING TO THE REGISTRATION AND REGULATION OF REGISTERED LIMITED LIABILITY PARTNERSHIPS. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (three-fifths of all members elected to each House thereof concurring therein): Section 1. Amend § 1502(0, Chapter 15, Title 6 of the Delaware Code by (a) deleting the word "and" immediately following the reference to "1545", and substituting therefor the punctuation mark "," and (b) adding the words "and 1549" immediately following the reference to "1546". Section 2. Amend § 1515(b), Chapter 15, Title 6 of the Delaware Code by (a) deleting the words "for debts and obligations of the partnership" immediately before the words "arising from negligence", and (b) adding immediately following the words "registered limited liability partnership is not liable", the words ", either directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for debts, obligations and liabilities of or chargeable to the partnership,", and (c) adding immediately following the word "misconduct", the words ", whether characterized as tort, contract or otherwise,". Section 3. Amend § 1544(a), Chapter 15, Title 6 of the Delaware Code by (a) deleting (i) the words "the address of its principal office; if the partnership's principal office is not located in this state,", (ii) the words "In this state which the partnership shall be required to maintain", and (iii) immediately preceding the words "that the partnership thereby" the word "and", and (b) adding (i) immediately following the words "service of process" the words "required to be maintained by § 1549 of this title", (ii) immediately following the words "as the case may be, as a registered limited liability partnership" the words "; and any other matters the partnership determines to include therein", and (iii) two new sentences Immediately following the last sentence of § 1544(a) reading as follows: "A partnership becomes a registered limited liability partnership at the time of the filing of the initial application in the Office of the Secretary of State or at any later date or time specified in the application if, in either case, there has been substantial compliance with the requirements of this chapter. A partnership continues as a registered limited liability partnership if there has been substantial compliance with the requirements of this chapter." Section 4. Amend § 1544(f), Chapter 15, Title 6 of the Delaware Code by deleting the current text of subsection "(f)" and substituting in lieu thereof the following: "If a person is included in the number of partners of a registered limited liability partnership set forth in an application, a renewal application or a certificate of amendment of an application or a renewal application, the Inclusion of such person shall not be admissible as evidence in any action, suit or proceeding, whether civil, criminal, administrative or investigative, for the purpose of determining whether such person is liable as a partner of such registered limited liability partner-ship. The status of a partnership as a registered limited liability partnership and the liability of a partner of such registered limited liability partnership shall not be adversely affected if the number of partners stated in an application, a renewal application or a certificate of amendment of an application or a renewal application is erroneously stated provided that the application, renewal application or certificate of amendment of an application or a renewal application was filed in good faith." Section 5. Amend § 1544, Chapter 15, Title 6 of the Delaware Code by adding a new § 1544(h) reading as follows: "(h) The filing of an application or a renewal application in the Office of the Secretary of State shall make it unnecessary to file any other documents under Chapter 31 of this title." Section 6. Amend § 1545 by adding the words "or the designation 'LLP'" following the words "or the abbreviation 'L.L.P.'", and by inserting the 511 512 Chapter 259 following new sentence at the end of § 1545: "The name of a registered limited liability partnership must be such as to distinguish it upon the records in the Office of the Secretary of State from the name of any corporation, limited partnership, limited liability company, business trust or registered limited liability partnership reserved, registered, formed or organized under the laws of the State of Delaware or qualified to do business or registered as a foreign corporation, foreign limited partnership or foreign limited liability company in the State of Delaware; provided, however, that a registered limited liability partnership may register under any name which is not such as to distinguish it upon the records in the Office of the Secretary of State from the name of any domestic or foreign corporation, limited partnership, limited liability company, business trust or registered limited liability partnership reserved, registered, formed or organized under the laws of the State of Delaware with the written consent of the other corporation, limited partnership, limited liability company, business trust or registered limited liability partnership, which written consent shall be filed with the Secretary of State." Section 7. Amend Chapter 15, Title 6 of the Delaware Code by adding thereto a new section to be designated as "§ 1548" reading as follows: "§ 1548. Reservation of Name. (a) The exclusive right to the use of a name of a registered limited liability partnership may be reserved by: Any person intending to become a registered limited liability partnership under this chapter and to adopt that name; and Any registered limited liability partnership which proposes to change its name. (b) The reservation of a specified name shall be made by filing with the Secretary of State an application, executed by the applicant, specifying the name to be reserved and the name and address of the applicant. If the Secretary of State finds that the name is available for use by a registered limited liability partnership, he shall reserve the name for the exclusive use of the applicant for a period of 120 days. Once having so reserved a name, the same applicant may again reserve the same name for successive 120 day periods. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the Office of the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified name may be canceled by filing with the Secretary of State a notice of cancellation, executed by the applicant or transferee, specifying the name reservation to be canceled and the name and address of the applicant or transferee. (c) A fee in the amount of $75 shall be paid to the Secretary of State for the use of the State of Delaware upon receipt for filing of an application for reservation of name, an application for renewal of reservation or a notice of transfer or cancellation pursuant to this § 1548." Section 8. Amend Chapter 15, Title 6 of the Delaware Code by adding thereto a new section to be designated as "§ 1549" reading as follows: "§ 1549. Registered Office; Registered Agent. (a) Each registered limited liability partnership shall have and maintain in the State of Delaware: A registered office, which may but need not be a place of its business in the State of Delaware; and A registered agent for service of process on the registered limited liability partnership, which agent may be either an individual resident of the State of Delaware whose business office is identical with the registered limited liability partnership's registered office, or a domestic corporation, or a foreign corporation authorized to do business in the State of Delaware having a business office identical with such registered office, or the registered limited liability partnership itself. Chapter 259 513 A registered agent may change the address of the registered office of the registered limited liability partnerships for which he is registered agent to another address in the State of Delaware by paying a fee in the amount of $50, and a further fee in the amount of $2 for each registered limited liability partnership affected thereby, to the Secretary of State for the use of the State of Delaware and filing with the Secretary of State a certificate, executed by such registered agent, setting forth the names of all the registered limited liability partnerships represented by such registered agent, and the address at which such registered agent has maintained the registered office for each of such registered limited liability partnerships, and further certifying to the new address to which such registered office will be changed on a given day, and at which new address such registered agent will thereafter maintain the registered office for each of the registered limited liability partnerships recited in the certificate. Upon the filing of such certificate, the Secretary of State shall furnish to the registered agent a certified copy of the same under his hand and seal of office, and thereafter, or until further change of address, as authorized by law, the registered office in the State of Delaware of each of the registered limited liability partnerships recited in the certificate shall be located at the new address of the registered agent thereof as given in the certificate. In the event of a change of name of any person acting as a registered agent of a registered limited liability partnership, such registered agent shall file with the Secretary of State a certificate, executed by such registered agent, setting forth the new name of such registered agent, the name of such registered agent before it was changed, the names of all the registered limited liability partnerships represented by such registered agent, and the address at which such registered agent has maintained the registered office for each of such registered limited liability partnerships, and shall pay a fee in the amount of $50, and a further fee in the amount of $2 for each registered limited liability partnership affected thereby, to the Secretary of State for the use of the State of Delaware. Upon the filing of such certificate, the Secretary of State shall furnish to the registered agent a certified copy of the same under his hand and seal of office. Filing a certificate under this section shall be deemed to be an amendment of the application or renewal application, as the case may be, of each registered limited liability partnership affected thereby, and each such registered limited liability partnership shall not be required to take any further action with respect thereto, to amend its application or renewal application, as the case may be, pursuant to § 1550 of this title. Any registered agent filing a certificate under this section shall promptly, upon such filing, deliver a copy of any such certificate to each registered limited liability partnership affected thereby. The registered agent of 1 or more registered limited liability partnerships may resign and appoint a successor registered agent by paying a fee in the amount of $50, and a further fee the amount of $2 for each registered limited liability partnership affected thereby, to the Secretary of State for the use of the State of Delaware .and filing a certificate with the Secretary of State, stating that it resigns and the name and address of the successor registered agent. There shall be attached to such certificate a statement executed by each affected registered limited liability partnership ratifying and approving such change of registered agent. Upon such filing, the successor registered agent shall become the registered agent of such regis-tered limited liability partnerships as have ratified and approved such substitution and the successor registered agent's address, as stated in such certificate, shall become the address of each such registered limited liability partnership's registered office in the State of Delaware. The Secretary of State shall furnish to the successor registered agent a certified copy of the certificate of resignation. Filing of such certificate of resignation shall be deemed to be an amendment of the application or renewal application, as the case may be, of each registered limited liability partnership affected thereby, and each such registered limited liability partnership shall not be required to take any further action with respect thereto, to amend its application or renewal application, as the case may be, pursuant to § 1550 of this title. The registered agent of a registered limited liability partnership may resign without appointing a successor registered agent by paying a fee in the amount of $10 to the Secretary of State for the use of the State of Delaware and filing a certificate with the Secretary of State stating that it resigns as registered agent for the registered limited liability partnership Identified in the certificate, but such resignation shall not become effective until 120 days after the certificate is filed. There shall be attached to 514 Chapter 259 such certificate an affidavit of such registered agent, if an individual, or the president, a vice-president or the secretary thereof if a corporation, that at least 30 days prior to and on or about the date of the filing of said certificate, notices were sent by certified or registered mail to the registered limited liability partnership for which such registered agent is resigning as registered agent, at the principal office thereof within or outside the State of Delaware, if known to such registered agent or, if not, to the last known address of the attorney or other individual at whose request such registered agent was appointed for such registered limited liability partnership, of the resignation of such registered agent. After receipt of the notice of the resignation of its registered agent, the registered limited liability partnership for which such registered agent was acting shall obtain and designate a new registered agent, to take the place of the registered agent so resigning. If such registered limited liability partnership fails to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of 120 days after the filing by the registered agent of the certificate of resignation, the application or renewal application of such registered limited liability partnership shall be deemed to be canceled." Section 9. Amend Chapter 15, Title 6 of the Delaware Code by adding thereto a new section to be designated as "§ 1550" reading as follows: "§ 1550. Amendment of Application or Renewal Application. (a) An application or a renewal application is amended by filing a certificate of amendment thereto in the Office of the Secretary of State. The certificate of amendment of an application or a renewal application shall set forth: The name of the registered limited liability partnership; and The amendment to the application or renewal application. (b) No later than 90 days after the happening of any of the following events an amendment to an application or a renewal application reflecting the occurrence of the event or events shall be executed and filed by a majority in interest of the partners or by one or more partners authorized to execute an amendment to the application or renewal application: A change in the name of the registered limited liability partnership; or Except as provided in § 1549(b) and (c) of this title, a change in the address of the registered office or a change in the name or address of the registered agent of the registered limited liability partnership. (c) No amendment of an application or a renewal application is required as a result of a change after the application or renewal application is filed in the number of partners of the registered limited liability partnership or in the business in which the registered limited liability partnership engages. The status of a partnership as a registered limited liability partnership shall not be affected by changes after the filing of an application or a renewal application in the information stated in the applica-tion or renewal application. (d) An application or a renewal application may be amended at any time for any other proper purpose as determined by a majority in interest of the partners of the registered limited liability partnership or by one or more partners authorized to amend the application or renewal application. (e) Unless otherwise provided in this title or in the certificate of amendment of an application or a renewal application or in a withdrawal notice of an application or a renewal application, a certificate of amendment of an application or a renewal application or a withdrawal notice of an application or a renewal application shall be effective at the time of its filing with the Secretary of State. (f) A fee in the amount of $100 shall be paid to the Secretary of State for the use of the State of Delaware upon the receipt for filing of a certificate of amendment of an application or a renewal application or a withdrawal notice of an application or a renewal application." Chapter 259 515 Section 10. Amend Chapter 15, Title 6 of the Delaware Code by adding thereto a new section to be designated as "§ 1551" reading as follows: "§ 1551. Notice. The fact that an application, a renewal application or a certificate of amendment of an application or a renewal application is on file in the Office of the Secretary of State is notice that the partnership is a registered limited liability partnership and is notice of all other facts set forth in the application, renewal application or certificate of amendment of an application or a renewal application." Section 11. Amend Chapter 15, Title 6 of the Delaware Code by adding thereto a new section to be designated as "§ 1552" reading as follows: 1 1552. Procedures Concerning Filing of Documents and Issuance of Good Standing Certificates. (a) The original signed copy of the application, renewal application, certificate of amendment of an application or a renewal application, and of any withdrawal notice of an application or a renewal application, shall be delivered to the Secretary of State. A person who executes an application, a renewal application, a certificate of amendment of an application or a renewal application, or any withdrawal notice of an application or a renewal application, as an agent or fiduciary, need not exhibit evidence of his authority as a prerequisite to filing. Any signature on any application, renewal application, certificate of amendment of an application or a renewal application, or any withdrawal notice of an application or a renewal application, filed with the Secretary of State under any provision of this chapter may be a facsimile. Unless the Secretary of State finds that any application, renewal application, certificate of amendment of an application or a renewal application, or any withdrawal notice of an application or a renewal application, does not conform to law, upon receipt of all filing fees required by law he shall: Certify that the application, renewal application, certificate of amendment of an application or a renewal application, or any with-drawal notice of an application or a renewal application, has been filed in his office by endorsing upon the application, renewal application, or certificate of amendment of an application or a renewal application, or any withdrawal notice of an application or a renewal application, the word "Filed", and the date and hour of the filing. This endorsement is conclusive of the date and time of its filing in the absence of actual fraud; File and index the endorsed application, renewal application, certificate of amendment of an application or a renewal application, or any written withdrawal notice of an application or a renewal applica-tion; and Prepare and return to the person who filed it or his repre-sentative a copy of the original signed instrument, similarly endorsed, and shall certify such copy as a true copy of the original signed instrument. A fee in the amount of $20 shall be paid to the Secretary of State for use of the State of Delaware for a certified copy of any paper on file as provided for by this chapter, and a fee in the amount of $5 for the first page and $1 for each additional page shall be paid to the Secretary of State for the use of the State of Delaware for each page copied. The Secretary of State may issue certificates of good standing relating to registered limited liability partnerships for a fee in the amount of $20 for the use of the State of Delaware, except that for issuing a certificate of good standing that recites all of the registered limited liability partnership's filings with the Secretary of State, a fee of $100 shall be paid to the Secretary of State for the use of the State of Delaware." Section 12. Amend Chapter 15, Title 6 of the Delaware Code by adding thereto a new section to be designated as "§ 1553" reading as follows: 516 Chapter 259 1553. Limited Partnerships as Registered Limited Liability Limited Partnerships. A domestic limited partnership may become a registered limited liability limited partnership by complying with the applicable provisions of the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101, gi Section 13. This Act shall become effective on August 1, 1994. Approved June 27, 1994. CHAPTER 260 FORMERLY SENATE BILL NO. 312 AN ACT TO AMEND CHAPTER 18, TITLE 6 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION AND DISSOLUTION OF DOMESTIC LIMITED LIABILITY COMPANIES AND THE REGISTRATION AND REGULATION OF FOREIGN LIMITED LIABILITY COMPANIES. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (three-fifths of all members elected to each House thereof concurring therein): Section 1. Amend §48-101, Chapter 18, Title 6 of the Delaware Code by redesignating paragraphs "(5)" through "(13)", as paragraphs "(6)" through "(14)", and by adding a new paragraph designated as paragraph "(5)" in its appropriate numerical order reading as follows: "(5) 'Knowledge means a person's actual knowledge of a fact, rather than the person's constructive knowledge of the fact." Section 2. Amend §18-102(3), Chapter 18, Title 6 of the Delaware Code by adding at three places in the subsection immediately following the words "business trust", the words ", registered limited liability partnership". Section 3. Amend §18-103(b), Chapter 18, Title 6 of the Delaware Code by deleting the words "together with a duplicate copy, which may be either a signed or conformed copy," in the three places where such words are contained in §18-103(b), and the last sentence of §18-103(b) in its entirety, and by adding a new sentence immediately following the last sentence of §18-103(b) reading as follows: "Unless the Secretary of State finds that any application, notice of transfer, or notice of cancellation filed with the Secretary of State as required by this subsection does not conform to law, upon receipt of all filing fees required by law he shall prepare and return to the person who filed such instrument a copy of the filed instrument with a notation thereon of the action taken by the Secretary of State." Section 4. Amend §18-107, Chapter 18, Title 6 of the Delaware Code by deleting the word "specific" contained therein, and by adding the punctuation mark "," immediately following the words and transact other business with". Section 5. Amend Subchapter I, Chapter 18, Title 6 of the Delaware Code by adding thereto a new section to be designated as "§18-110" to read as follows: 18-110. Contested Matters Relating to Managers; Contested Votes. (a) Upon application of any member or manager, the Court of Chancery may hear and determine the validity of any admission, election, appointment or withdrawal of a manager of a limited liability company, and the right of any person to be a manager of a limited liability company, and, in case the right to serve as a manager is claimed by more than 1 person, may determine the person or persons entitled to serve as managers; and to that end make such order or decree in any such case as may be just and proper, with power to enforce the production of any books, papers and records of the limited liability company relating to the issue. In any such application, service of copies of the application upon the registered agent of the limited liability company shall be deemed to be service upon the limited liability company and upon the person or persons whose right to serve as a manager is contested and upon the person or persons, if any, claiming to be a manager or claiming the right to be a manager; and the registered agent shall forward immediately a copy of the application to the limited liability company and to the person or persons whose right to serve as a manager is contested and to the person or persons, if any, claiming to be a manager or the right to be a manager, in a postpaid, sealed, registered letter addressed to such limited liability company and such person or persons at their post-office addresses last known to the registered agent or furnished to the registered agent by the applicant member or manager. The Court may 517 make such order respecting further or other notice of such application as it deems proper under these circumstances. Upon application of any member or manager, the Court of Chancery may hear and determine the result of any vote of members or managers upon matters as to which the members or managers of the limited liability company, or any class or group of members or managers, have the right to vote pursuant to the limited liability company agreement or other agreement or this chapter (other than the admission, election, appointment or withdrawal of managers). Service of the application upon the registered agent of the limited liability company shall be deemed to be service upon the limited liability company, and no other party need be joined in order for the Court to adjudicate the result of the vote. The Court may make such order respecting further or other notice of such application as it deems proper under these circumstances. Nothing herein contained limits or affects the right to serve process in any other manner now or hereafter provided by law. This section is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents." Section 6. Amend Subchapter I, Chapter 18, Title 6 of the Delaware Code by adding thereto a new section to be designated as 118-111" to read as follows: 118-111. Interpretation and Enforcement of Limited Liability Company Agreement. Any action to interpret, apply or enforce the provisions of a limited liability company agreement, or the duties, obligations or liabilities of a limited liability company to the members or managers of the limited liability company, or the duties, obligations or liabilities among members or managers and of members or managers to the limited liability company, or the rights or powers of, or restrictions on, the limited liability company, members or managers, may be brought in the Court of Chancery." Section 7. Amend §18-201(a), Chapter 18, Title 6 of the Delaware Code by adding immediately after the punctuation mark ":" appearing at the end of subsection 18-201(a)(2) the word "and", by deleting subsection 18-201(a)(3) in its entirety, and by redesignating paragraph "(4)" as paragraph "(3)". Section 8. Amend §18-206(a), Chapter 18, Title 6 of the Delaware Code by adding after the words "certificates of amendment", the words ", correction, termination of a merger or consolidation". Section 9. Amend §18-206(a)(1), Chapter 18, Title 6 of the Delaware Code by adding after the words "certificate of amendment," the words "the certificate of correction, the certificate of termination of a merger or consolidation,". Section 10. Amend §18-206(b), Chapter 18, Title 6 of the Delaware Code by adding immediately following "(or judicial decree of amendment)", the words ", certificate of correction", and by adding the following sentence at the end of said subsection: "Upon the filing of a certificate of termination of a merger or consolidation, the certificate of merger or consolidation identified in the certificate of termination of a merger or consolidation is terminated." Section 11. Amend §18-206(c), Chapter 18, Title 6 of the Delaware Code by adding immediately following the words "certificate of amendment," the words "a certificate of correction, a certificate of termination of a merger or consolidation,". Section 12. Amend §18-209(a), Chapter 18, Title 6 of the Delaware Code by adding after the word "general", the words "(including a registered limited liability partnership)". Section 13. Amend §18-209(d), Chapter 18, Title 6 of the Delaware Code by adding the following sentence at the end of said subsection: "If a certificate of merger or consolidation provides for a future effective date or time and if an agreement of merger or consolidation is 518 Chapter 260 Chapter 260 terminated or amended to change the future effective date or time as permitted by §18-209(b) of this chapter prior to the future effective date or time, the certificate of merger or consolidation shall be terminated by the filing of a certificate of termination of a merger or consolidation which shall identify the certificate of merger or consolidation and the agreement of merger or consolidation which has been terminated or amended and shall state that the agreement of merger or consolidation has been terminated or amended." Section 14. Amend Subchapter II, Chapter 18, Title 6 of the Delaware Code by adding a new section to be designated as "§18-210" to read as follows: "§18-210. Contractual Appraisal Rights. A limited liability company agreement or an agreement of merger or consolidation may provide that contractual appraisal rights with respect to a limited liability company interest or another interest in a limited liability company shall be available for any class or group of members or limited liability company interests in connection with any amendment of a limited liability company agreement, any merger or consolidation in which the limited liability company is a constituent party to the merger or consolidation, or the sale of all or substantially all of the limited liability company's assets. The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any such appraisal rights." Section 15. Amend Subchapter II, Chapter 18, Title 6 of the Delaware Code by adding thereto a new section to be designated as "§18-211" to read as follows: "§18-211. Certificate of Correction. Whenever any certificate authorized to be filed with the Office of the Secretary of State under any provision of this chapter has been so filed and is an inaccurate record of the action therein referred to, or was defectively or erroneously executed, such certificate may be corrected by filing with the Office of the Secretary of State a certificate of correction of such certificate. The certificate of correction shall specify the inaccuracy or defect to be corrected, shall set forth the portion of the certificate in corrected form and shall be executed and filed as required by this chapter. The corrected certificate shall be effective as of the date the original certificate was filed, except as to those persons who are substantially and adversely affected by the correction, and as to those persons the corrected certificate shall be effective from the filing date." Section 16. Amend §18-301(a), Chapter 18, Title 6 of the Delaware Code by deleting the words "acquiring a limited liability company interest". Section 17. Amend §18-301(b), Chapter 18, Title 6 of the Delaware Code by deleting the words "acquiring a limited liability company interest". Section 18. Amend §18-301(b)(1), Chapter 18, Title 6 of the Delaware Code by deleting the words "a person acquiring a limited liability company interest directly from the limited liability company,", and by substituting in lieu thereof the words "a person who is not an assignee of a limited liability company interest, including a person acquiring a limited liability company interest directly from the limited liability company and a person to be admitted as a member of the limited liability company without acquiring a limited liability company Interest in the limited liability company," and by deleting the word "or" appearing at the end of said subsection. Section 19. Amend §18-301(b)(2), Chapter 18, Title 6 of the Delaware Code by deleting the period appearing at the end of said subsection and by substituting in lieu thereof "; or". Section 20. Amend §18-301(b), Chapter 18, Title 6 of the Delaware Code by adding a new paragraph to said subsection to be designated as paragraph "(3)" to read as follows: "(3) Unless otherwise provided in an agreement of merger or consolidation or a limited liability company agreement, in the case of a person acquiring a limited liability company interest in a surviving or 519 520 Chapter 260 resulting limited liability company pursuant to a merger or consolidation approved in accordance with §18-209(b) of this chapter, at the time provided in and upon compliance with the limited liability company agreement of the surviving or resulting limited liability company." Section 21. Amend §18-301(c), Chapter 18, Title 6 of the Delaware Code by adding at the end of said subsection a new sentence reading: "Unless otherwise provided in a limited liability company agreement, a person may be admitted to a limited liability company as a member of the limited liability company without acquiring a limited liability company interest in the limited liability company.". Section 22. Amend §18-303, Chapter 18, Title 6 of the Delaware Code by designating the existing paragraph of said section as "(a)", by deleting the ":" as it currently appears therein and replacing such punctuation mark with the punctuation mark ",", and by adding a new subsection to §18-303 to be designated as subsection "(b)" to read as follows: "(b) Notwithstanding the provisions of §18-303(a) of this chapter, under a limited liability company agreement or under another agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations and liabilities of the limited liability company." Section 23. Amend §18-401, Chapter 18, Title 6 of the Delaware Code by deleting "§18-101(9)" and by substituting in lieu thereof 118-101(10)". Section 24. Amend §18-402, Chapter 18, Title 6 of the Delaware Code by adding a new sentence immediately following the last sentence of §18-402 reading as follows: "Unless otherwise provided in a limited liability company agreement, each member and manager has the authority to bind the limited liability company." Section 25. Amend Subchapter IV, Chapter 18, Title 6 of the Delaware Code by adding thereto a new section to be designated as "§18-407" to read as follows: "§18-407. Delegation of Rights and Powers to Manage. Unless otherwise provided in the limited liability company agreement, a member or manager of a limited liability company has the power and authority to delegate to one or more other persons the member's or manager's, as the case may be, rights and powers to manage and control the business and affairs of the limited liability company, including to delegate to agents and employees of a member or manager or the limited liability company, and to delegate by a management agreement or another agreement with, or otherwise to, other persons. Unless otherwise provided in the limited liability company agreement, such delegation by a member or manager of a limited liability company shall not cause the member or manager to cease to be a member or manager, as the case may be, of the limited liability company." Section 26. Amend Subchapter V, Chapter 18, Title 6 of the Delaware Code by adding thereto a new section to be destgnated as "§18-505" to read as follows: "§18-505. Defense of Usury Not Available. No obligation of a member or manager of a limited liability company to the limited liability company arising under the limited liability company agreement or a separate agreement or writing, and no note, instrument or other writing evidencing any such obligation of a member or manager, shall be subject to the defense of usury, and no member or manager shall interpose the defense of usury with respect to any such obligation in any action." Section 27. Amend §18-603, Chapter 18, Title 6 of the Delaware Code by deleting from the last sentence of said subsection the words "set forth in this chapter", and by substituting in lieu thereof "under applicable law". Chapter 260 521 Section 28. Amend §18-605, Chapter 18, Title 6 of the Delaware Code by adding a new sentence to the end of said section to read as follows: "Except as provided in the limited liability company agreement, a member may be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed to him is equal to a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited liability company." Section 29. Amend §18-607(b), Chapter 18, Title 6 of the Delaware Code by deleting from the last sentence of said subsection the words "a limited liability company", and by substituting in lieu thereof the word "an". Section 30. Amend §18-702(b)(1), Chapter 18, Title 6 of the Delaware Code by adding immediately following the word "assignment", the words "of a limited liability company interest". Section 31. Amend §18-702, Chapter 18, Title 6 of the Delaware Code by adding a new subsection to be designated as "(e)" to read as follows: "(e) Unless otherwise provided In the limited liability company agreement, a limited liability company may acquire, by purchase, redemption or otherwise, any limited liability company interest or other interest of a member or manager in the limited liability company. Unless otherwise provided in the limited liability company agreement, any such interest so acquired by the limited liability company shall be deemed canceled." Section 32. Amend §18-801(1), Chapter 18, Title 6 of the Delaware Code by deleting said subsection in its entirety and by substituting in lieu thereof the following: "(1) At the time specified in a limited liability company agreement, which limited liability company agreement may include a provision providing for the perpetual existence of the limited liability company, or thirty (30) years from the date of the formation of the limited liability company if no such time Is set forth in the limited liability company agreement or the limited liability company agreement does not provide for the perpetual existence of the limited liability company;" Section 33. Amend §18-804(a)(1), Chapter 18, Title 6 of the Delaware Code by adding immediately following the words "distributions to members", the words "and former members". Section 34. Amend §18-903(b), Chapter 18, Title 6 of the Delaware Code by deleting §18-903(b) in its entirety and substituting in lieu thereof the following: "(b) The Secretary of State shall prepare and return to the person who filed the application or his representative a copy of the original signed application, similarly endorsed, and shall certify such copy as a true copy of the original signed application." Section 35. Amend §18-1101(c), Chapter 18, Title 6 of the Delaware Code by adding the words "or other person" after the word "manager" and before the words "has duties", by adding the words "or other person" after the words "any such member or manager" and before the words "acting under", by adding the words "or other person's" after the words "for the member's or manager's" and before the words "good faith reliance", and by adding the words "or other person's" after the words "and (2) the member's or manager's" and before the words "duties and liabilities". Section 36. Amend §18-1105(a)(2), Chapter 18, Title 6 of the Delaware Code by deleting "$10", and by substituting in lieu thereof "$2.50". Section 37. Amend §18-1105(a)(3), Chapter 18, Title 6 of the Delaware Code by deleting the word "or" appearing after the words "under §18-209 of this chapter", and by substituting in lieu thereof a ",", and by adding after the words "under §18-208 of this chapter," the words "a certificate of termination of a merger or consolidation under §18-209(d) of this chapter, a certificate of correction under §18-211 of this chapter or a certificate of restoration under §18-1107(1) of this chapter,". 522 Section 38. Amend §18-1107(h), Chapter 18, Title 6 of the Delaware Code by deleting said subsection in its entirety and by substituting in lieu thereof the following: "(h) A domestic limited liability company or foreign limited liability company that neglects, refuses or fails to pay the annual tax when due shall cease to be in good standing as a domestic limited liability company or registered as a foreign limited liability company in the State of Delaware." Section 39. Amend §18-1107(1), Chapter 18, Title 6 of the Delaware Code by adding at the end of said subsection the following new sentence: "A fee as set forth in §18-1105(a)(3) of this title shall be paid at the time of the filing of any such certificate." Section 40. This Act shall become effective on August 1, 1994. Approved June 27, 1994. CHAPTER 261 FORMERLY SENATE BILL NO. 323 AN ACT TO AMEND CHAPTER 1, TITLE 8, SECTION 145, OF THE DELAWARE CODE, RELATING TO INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF DELAWARE CORPORATIONS. 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. Amend Section 145(d), Chapter 1, Title 8, Delaware Code, by deleting the second sentence thereof in its entirety and inserting in lieu thereof as follows: Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders." Section 2. Amend Section 145, Chapter 1, Title 8, Delaware Code, by adding new subsection (k) as follows: "(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees)." Section 3. This Act shall become effective July 1, 1994, and shall not apply to suits pending as of July 1, 1994. Approved .June 27, 1994. 523 CHAPTER 262 FORMERLY SENATE BILL NO. 324 AN ACT TO AMEND CHAPTER 1, TITLE 8, SECTION 262, OF THE DELAWARE CODE, RELATING TO APPRAISAL RIGHTS UNDER 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 of the General Assembly concurring therein): Section 1. Amend Section 262(a), Chapter 1, Title 8, Delaware Code, by deleting the "." at the end of the last sentence thereof and adding the following thereto: and the words 'depository receipt' mean a receipt or other Instrument Issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository." Section 2. Amend Section 262(b)(1), Chapter 1, Title 8, Delaware Code, by deleting the word "which" following the words "class or series of stock" and Inserting in lieu thereof the following: ", which stock, or depository receipts in respect thereof". Section 3. Amend Section 262(b)(1) Chapter 1, Title 8, Delaware Code, by deleting the word "stockholders" appearing in clause (ii) thereof and inserting in lieu thereof the word "holders". Section 4. Amend Section 262(b)(2)a., Chapter 1, Title 8, Delaware Code, by deleting the ";" at the end thereof and adding thereto the following: ", or depository receipts in respect thereof;". Section 5. Amend Section 262(b)(2)b., Chapter 1, Title 8, Delaware Code, by deleting the word "which" following the word "corporation" and Inserting In lieu thereof the following: ", or depository receipts in respect thereof, which shares of stock or depository receipts". Section 6. Amend Section 262(b)(2)b., Chapter 1, Title 8, Delaware Code, by deleting the word "stockholders" at the end thereof and inserting in lieu thereof the word "holders". Section 7. Amend Section 262(b)(2)c., Chapter 1, Code, by deleting the words "of the corporations" and thereof the words "or fractional depository receipts". Section a. Amend Section 262(b)(2)d., Chapter 1, Code, by inserting the following immediately after the stock": ", depository receipts". Section 9. Amend Section 262(b)(2)d., Chapter 1, Code, by inserting the following immediately after the shares": "or fractional depository receipts". Section 10. This Act shall become effective July 1, 1994, and shall apply only with respect to mergers or consolidations consummated pursuant to an agreement of merger or consolidation entered into after July 1, 1994. Approved June 27, 1994. Title 8, Delaware inserting in lieu Title 8. Delaware words "shares of Title 8, Delaware words "fractional 524 CHAPTER 263 FORMERLY SENATE BILL NO. 326 AN ACT TO AMEND CHAPTER 1, TITLE 8, SECTION 218, DELAWARE CODE, RELATING TO VOTING TRUSTS AND OTHER VOTING AGREEMENTS. 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 I. Amend Section 218(a), Chapter 1, Title 8, Delaware Code, by deleting the words "One or more stockholders" appearing at the beginning thereof and inserting in lieu thereof the words "One stockholder or two or more stockholders". Section 2. Amend Section 218(a), Chapter 1, Title 8, Delaware Code, by deleting the clause "not exceeding 10 years," appearing in the first sentence thereof. Section 3. Amend Section 218(b), Chapter 1, Title 8, Delaware Code, by deleting such subsection in its entirety and inserting in lieu thereof the following: "(b) Any amendment to a voting trust agreement shall be made by a written agreement, a copy of which shall be filed in the registered office of the corporation in this State." Section 4. Amend Section 218(c), Chapter 1, Title 8, Delaware Code, by deleting the second sentence thereof in its entirety. Section 5. Amend Section 218, Chapter 1, Title 8, Delaware Code, by deleting subsection (d) thereof in its entirety. Section 6. Amend Section 218, Chapter I, Title 8, Delaware Code, by relettering subsection (e) thereof to become subsection (d) thereof. Section 7. This Act shall become effective on July 1, 1994, provided that it shall not apply to any voting trust agreement or voting agreement entered into, or any amendment thereto entered into, prior to such effective date unless and only to the extent that (i) such voting trust agreement, voting agreement or amendment thereto, as the same may have been extended, has not expired as of such effective date, and (ii) such voting trust agreement, voting agreement or amendment thereto provides that it will or may last beyond the 10 year period formerly permitted under § 218 and expressly indicates that the parties intended to be bound by changes in the law increasing the permitted duration of such agreement or amendment. Approved June 27, 1994. CHAPTER 264 FORMERLY SENATE BILL NO. 325 AN ACT TO AMEND CHAPTER 1, TITLE 8, SECTION 151, DELAWARE CODE, RELATING TO CLASSES AND SERIES OF STOCK OF DELAWARE CORPORATIONS. 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, Amend Chapter 1, Title 8, Section 151(a), Delaware Code, by adding a new sentence immediately prior to the final sentence of subparagraph (a) reading as follows: "The term 'facts, as used in this subsection, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation." Section 2. This Act shall become effective July 1, 1994. Approved June 27, 1994. 1 525 CHAPTER 265 FORMERLY SENATE BILL NO. 343 AN ACT TO AMEND CHAPTER 38 OF TITLE 12 OF THE DELAWARE CODE RELATING TO BUSINESS TRUSTS. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE: Section 1. Amend §3803, Chapter 38, Title 12 of the Delaware Code by adding a new subsection (c) thereto to read as follows: "(c) Except to the extent otherwise provided in the governing instrument of a business trust, an officer, employee, manager or other person acting pursuant to Section 3806(b)(7), when acting in such capacity, shall not be personally liable to any person other than the business trust or a beneficial owner for any act, omission or obligation of the business trust or any trustee thereof." Section 2. Amend §3804(a), Chapter 38, Title 12 of the Delaware Code by striking said subsection in its entirety and substituting in lieu thereof a new subsection (a) to read as follows: "(a) A business trust may sue and be sued, and service of process upon 1 of the trustees shall be sufficient. In furtherance of the foregoing, a business trust may be sued for debts and other obligations or liabilities contracted or incurred by the trustees, or by the duly authorized agents of such trustees, in the performance of their respective duties under the governing instrument of the business trust, and for any damages to persons or property resulting from the negligence of such trustees or agents acting in the performance of such respective duties. The property of a business trust shall be subject to attachment and execution as if it were a corporation, subject to §3502 of Title 10. Notwithstanding the foregoing provisions of this §3804, in the event that the governing instrument of a business trust, including a business trust which is a registered investment company under the Investment Company Act of 1940, as amended (15 U.S.C. §§80a-1 gt leg.), creates one or more series as provided in §3806(b)(2), and if separate and distinct records are maintained for any such series and the assets associated with any such series are held and accounted for separately from the other assets of the business trust, or any other series thereof, and if the governing instrument so provides, and notice of the limitation on liabilities of a series as referenced in this sentence is set forth in the certificate of trust of the business trust, then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the business trust generally." Section 3. Amend §3806(a), Chapter 38, Title 12 of the Delaware Code by striking said subsection in its entirety and substituting in lieu thereof a new subsection (a) to read as follows: "(a) Except to the extent otherwise provided in the governing instrument of a business trust, the business and affairs of a business trust shall be managed by or under the direction of its trustees. To the extent provided in the governing instrument of a business trust, any person (including a beneficial owner) shall be entitled to direct the trustees or other persons in the management of the business trust. Except to the extent otherwise provided in the governing instrument of a business trust, neither the power to give direction to a trustee or other persons nor the exercise thereof by any person (including a beneficial owner) shall cause such person to be a trustee." Section 4. Amend §3806(b), Chapter 38, Title 12 of the Delaware Code by adding a new paragraph (7) thereto to read as follows: "(7) May provide for the appointment, election or engagement, either as agents or independent contractors of the business trust or as delegatees of the trustees, of officers, employees, managers or other persons who may manage the business and affairs of the business trust and may have such titles and such relative rights, powers and duties as the governing Instrument shall provide. Except to the extent otherwise provided in the governing instrument of a business trust, the trustees shall choose and supervise such officers, managers, employees and other persons." Section 5. Amend §3806, Chapter 38, Title 12 of the Delaware Code by adding a new subsection (d) thereto to read as follows: "(d) To the extent that, at law or in equity, an officer, employee, manager or other person designated pursuant to Section 3806(0(7) has duties (including fiduciary duties) and liabilities relating thereto to a business trust, a beneficial owner or a trustee: Any such officer, employee, manager or other person acting under a governing Instrument shall not be liable to the business trust, any beneficial owner or any trustee for such person's good faith reliance on the provisions of such governing instrument; and The duties and liabilities of an officer, employee, manager or other person acting pursuant to Section 3806(b)(7) may be expanded or restricted by provisions in a governing instrument." Section 6. Amend §3808(a), Chapter 38, Title 12 of the Delaware Code by striking said subsection in its entirety and substituting in lieu thereof a new subsection (a) to read as follows: "(a) Except to the extent otherwise provided in the governing Instrument of the business trust, a business trust shall have perpetual existence, and a business trust may not be terminated or revoked by a beneficial owner or other person except in accordance with the terms of its governing instrument." Section 7. Amend Section 3810, Chapter 38, Title 12 by deleting the title thereof and substituting In lieu thereof a new title to read as follows: "Certificate of trust; amendment; restatement; cancellation" Section 8. Amend Section 3810(c), Chapter 38, Title 12 of the Delaware Code by redesignating subsection (c) thereof as subsection (d) thereof and by adding a new subsection (c) thereof to read as follows: "(c) (1) A certificate of trust may be restated by integrating into a single instrument all of the provisions of the certificate of trust which are then in effect and operative as a result of there having been theretofore filed one or more certificates of amendment pursuant to subsection (b) of this section, and the certificate of trust may be amended or further amended by the filing of a restated certificate of trust. The restated certificate of trust shall be specifically designated as such in its heading and shall set forth: The present name of the business trust, and if it has been changed, the name under which the business trust was originally formed; The date of filing of the original certificate of trust with the Secretary of State; The information required to be included pursuant to subsection (a) of this section; and Any other information the trustees determine to include therein. (2) A certificate of trust may be restated at any time for any purpose as the trustees may determine. A trustee who becomes aware that any statement in a restated certificate of trust was false when made or that any matter described has changed making the restated certificate false in any material respect, shall promptly file a certificate of amendment or a restated certificate of trust." Section 9. Amend §3814, Chapter 38, Title 12 of the Delaware Code by striking said section in its entirety and substituting in lieu thereof a new section to read as follows: 526 Chapter 265 Chapter 265 527 13814. Use of Names Regulated. (a) The name of each business trust as set forth in its certificate of trust must be such as to distinguish it upon the records of the Office of the Secretary of State from the name of any corporation, limited partnership, business trust or limited liability company reserved, registered, formed or organized under the laws of the State of Delaware or qualified to do business or registered as a foreign corporation, foreign limited partnership or foreign limited liability company in the State of Delaware; provided, however, that a business trust may register under any name which is not such as to distinguish it upon the records of the Office of the Secretary of State from the name of any domestic or foreign corporation, limited partnership, business trust or limited liability company reserved, registered, formed or organized under the laws of the State of Delaware with the written consent of the other corporation, limited partnership, business trust or limited liability company, which written consent shall be filed with the Secretary of State. (b) The name of each business trust as set forth in its Certificate of Trust may contain the name of a beneficial owner, a trustee or any other person. (c) The name of each business trust, as set forth in its Certificate of Trust, may contain the following words: "Company", "Association", "Club", "Foundation", "Fund", "Institute", "Society", "Union", "Syndicate", "Limited", or "Trust" (or abbreviations of like import). (d) The exclusive right to the use of a name may be reserved by: Any person intending to form a business trust and to adopt that name; and Any business trust registered in this State which proposes to change its name. (e) The reservation of a specified name shall be made by filing with the Secretary of State an application, executed by the applicant, together with a duplicate copy, which may either be a signed or conformed copy, specifying the name to be reserved and the name and address of the applicant. If the Secretary of State finds that the name is available for use by a business trust, he or she shall reserve the name for the exclusive use of the applicant for a period of 120 days. Once having so reserved a name, the same applicant may again reserve the same name for successive 120-day periods. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the Office of the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved, together with a duplicate copy, which may be either a signed or conformed copy, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified name may be cancelled by filing with the Secretary of State a notice of cancellation, executed by the applicant or transferee, together with a duplicate copy, which may be either a signed or conformed copy, specifying the name reservation to be cancelled and the name and address of the applicant or transferee. Any duplicate copy filed with the Secretary of State, as required by this Subsection, shall be returned by the Secretary of State to the person who filed it or his or her representative with a notation thereon of the action taken with respect to the original copy thereof by the Secretary of State. (f) Fees as set forth in §3813 of this Chapter shall be paid at the time of the initial reservation of any name, at the time of the renewal of any such reservation and at the time of the filing of a notice of the transfer or cancellation of any such reservation." Approved June 27, 1994. 528 CHAPTER 266 FORMERLY SENATE BILL NO. 357 AN ACT TO AMEND CHAPTER 1, TITLE 8 OF THE DELAWARE CODE, RELATING TO THE GENERAL CORPORATION LAW. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (Twothirds of all members elected to each House thereof concurring therein): Section 1. Amend 5280 (a)(1), Chapter 1, Title 8, Delaware Code by deleting the word "requesting" in the first sentence and inserting in lieu thereof the word "requiring". Section 2. Amend 5280 (a)(1), Chapter 1, Title 8 Delaware Code by inserting the following immediately after the words "all persons having a claim against the corporation": "other than a claim against the corporation in a pending action, suit or proceeding to which the corporation is a party". Section 3. Amend 5280 (a)(1), Chapter 1, Title 8 Delaware Code by inserting in subparagraph (a) thereof the following immediately after the words "That all": "such". Section 4. Amend 5280 (a)(1), Chapter 1, Title 8 Delaware Code by inserting in subparagraph (b) thereof the following immediately after the words "mailing address to which": "such". Section 5. Amend 5280 (a)(1), Chapter 1, Title 8 Delaware Code by inserting in subparagraph (c) thereof the following immediately after the words "The date by which": "such". Section 6. Amend 5280 (a)(1), Chapter 1, Title 8 Delaware Code by deleting the "." at the end of subparagraph (d) and inserting in lieu thereof the following "; and" and relettering the current subparagraph (d) thereof to become subparagraph (e) thereof. Section 7. Amend 5280(a)(1), Chapter 1, Title 8 Delaware Code by inserting the following immediately after subparagraph (c) thereof: "d. That such claim will be barred If not received by the date referred to in subparagraph (c) of this subsection; and". Section 8. Amend §280 (a)(1), Chapter 1, Title 8 Delaware Code by inserting the following immediately before the last paragraph thereof: "f. The aggregate amount, on an annual basis, of all distributions made by the corporation to its stockholders for each of the three years prior to the date the corporation dissolved." Section 9. Amend 5280 (a)(1), Chapter 1, Title 8 Delaware Code by inserting the following in the last sentence between the words "mail" and "return" and between the words "requested" and "to": ",". Section 10. Amend 5280 (a)(1), Chapter 1, Title 8 Delaware Code by inserting the following in the last sentence Immediately after the words "each known claimant of the corporation": "including persons with claims asserted against the corporation in a pending action, suit or proceeding to which the corporation is a party". Section 11. Amend 5280 (a), Chapter 1, Title 8 Delaware Code by inserting the following in current paragraph 2 thereof immediately after the words "A notice sent by a corporation or successor entity pursuant to this subsection shall": "state that any claim rejected therein will be barred if an action, suit or proceeding with respect to the claim is not commenced within 120 days of the date thereof, and shall" and by inserting the following between the words "certified" and "mail": "or registered" and by renumbering current paragraph (2) thereof to become parkgraph (3) thereof. Section 12. Amend 5280 (a), Chapter 1, Title 8 Delaware Code by inserting the following after paragraph (1) thereof: "(2) Any claim against the corporation required to be presented pursuant to this subsection is barred if a claimant who was given actual notice under this subsection does not present the claim to the dissolved corporation or successor entity by the date referred to in subparagraph (1)(c) of this subsection." Section 13. Amend §280 (a), Chapter 1, Title 8 Delaware Code by inserting the following immediately before subsection (b): "(4) A claim against a corporation is barred if a claimant whose claim is rejected pursuant to paragraph (3) of this subsection does not commence an action, suit or proceeding with respect to the claim no later than 120 days after the mailing of the rejection notice". Section 14. Amend §280 (b)(2), Chapter 1, Title 8 Delaware Code by inserting the following between the words "certified" and "mail": "or registered". Section 15. Amend §280 (c)(2), Chapter 1, Title 8 Delaware Code by deleting the words "prior to the expiration of applicable statutes of limitation" and inserting in lieu thereof the following "within 5 years after the date of dissolution or such longer period of time as the Court of Chancery may determine not to exceed 10 years after the date of dissolution". Section 16. Amend §280 (c), Chapter 1, Title 8 Delaware Code by renumbering current paragraph (1) thereof to become paragraph (2) thereof and by renumbering current paragraph (2) thereof to become paragraph (3) thereof. Section 17. Amend §280 (c), Chapter 1, Title 8 Delaware Code by inserting the following immediately after "(c)": "(1) A corporation or successor entity which has given notice in accordance with subsection (a) of this section shall petition the Court of Chancery to determine the amount and form of security that will be reasonably likely to be sufficient to provide compensation for any claim against the corporation which is the subject of a pending action, suit or proceeding to which the corporation Is a party other than a claim barred pursuant to subsection (a) of this section." Section 18. Amend §281 (b), Chapter 1, Title 8 Delaware Code by inserting the following immediately after the words "A dissolved corporation or successor entity which has not followed the procedures described in §280 of this title": "shall, prior to the expiration of the period described in §278 of this title, adopt a plan of distribution pursuant to which the dissolved corporation or successor entity". Section 19. Amend §281 (b), Chapter 1, Title 8 Delaware Code by inserting the following after the words "unmatured contractual claims known to the corporation or such successor entity,": "(ii) shall make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the corporation which is the subject of a pending action, suit or proceeding to which the corporation is a party" and by deleting "(ii)" and inserting in lieu thereof "(iii)". Section 20. Amend §281 (b), Chapter 1, Title 8 Delaware Code by deleting the words "prior to the expiration of applicable statutes of limitation. Such" and inserting in lieu thereof the following: "within 10 years after the date of dissolution. The plan of distribution shall provide that such". Section 21. Amend §281 (b), Chapter 1, Title 8 Delaware Code by inserting the following immediately after the words "If there are insufficient funds,": "such plan shall provide that". Approved June 27, 1994. Chapter 266 529 Mr 530 CHAPTER 267 FORMERLY SENATE BILL NO. 353 AS AMENDED BY SENATE AMENDMENT NO. 1 AN ACT TO AMEND AN ACT, BEING CHAPTER 276, VOLUME 65, LAWS OF DELAWARE, AS AMENDED, ENTITLED "AN ACT TO REINCORPORATE THE TOWN OF GEORGETOWN" TO ESTABLISH THE MONITION METHOD AS A PROCEDURE FOR THE COLLECTION OF DELINQUENT TAXES AND OTHER CHARGES DUE THE TOWN OF GEORGETOWN. 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 28, Chapter 276, Volume 65, Laws of Delaware, as amended, by adding thereto a new subsection (1) said subsection (I) to read as follows: "(1) However, should the Town Manager so elect, he is empowered to sell the lands and tenements of the delinquent taxpayer or the lands and tenements of a delinquent taxpayer alienated subsequent to the levy of the tax, by the direction of the Town Council, using any of those procedures specified for the sale of land for the collection of taxes on the part of the taxes for Sussex County, and all such procedures and methods available for the sale of land, as aforesaid, as they are presently enacted and hereafter amended, are included herein and made a part hereof by reference thereto, including the method of sale by monition, as the same Is set forth In the statutes made and provided, substituting the Town of Georgetown for Sussex County therein. Approved June 27, 1994. CHAPTER 268 FORMERLY SENATE BILL NO. 360 AN ACT TO REINCORPORATE THE TOWN OF SOUTH BETHANY NHEREAS it is deemed advisable that the Charter of the Town of South Bethany, Delaware, set forth in Chapter 78, Volume 67, Laws of Delaware with subsequent amendments, be replaced by a new charter, NOW, THEREFORE, BE IT ENACTED BY THE GENERAL ASSEMBLY Of THE STATE OF DELAWARE: (Twothirds of all members elected to each House concurring therein): "1. Incorporation The inhabitants and property owners of the Town of South Bethany, within the corporate limits as hereinafter defined in this Charter or as extended as hereinafter provided, are hereby constituted and declared to he a body politic incorporated in law and equity as a single family, detached home community, by the corporate name of the "Town of South Bethany, (hereinafter "Town") with power to govern themselves by such ordinances, regulations, resolutions, and rules for municipal purposes as they, through their duly elected officers and agents may deem proper, not in conflict with the provisions of this Charter of government, nor with the Constitution and Laws of the State of Delaware, nor of the United States; and as such shall be able and capable to sue and be sued, plead and be impleaded, answer and be answered, defend and be defended, in all courts. The Town shall have perpetual succession and shall succeed to own or possess all property, whether real, personal, or mixed, tangible or intangible, of whatever kind and nature, and all the powers, rights, privileges or immunities now or heretofore belonging to, possessed or enjoyed by the Town of South Bethany previously incorporated at Chapter 78, Volume 67, Laws of Delaware; as amended. 2. Territorial Limits. The present territorial limits of the Town are hereby established and declared to be as follows: BEGINNING at a point at the mean low water line of the Atlantic Ocean, at a corner of State lands; thence with the mean low water line of the Atlantic Ocean in a northerly direction, a distance of approximately 4,100 feet to the line of the Middlesex Development; thence, in a west northwest direction with the line of the Middlesex Development to a common corner for Middlesex and South Bethany, and a point on the westerly side of Pine Road; thence, by and with the westerly side of Pine Road North 08 degrees 23 minutes 19 seconds East, 271.93 feet to a point, said point being a corner of these lands and lands of South Bethany Recreational Association, Inc. thence, leaving the westerly side of Pine Road, and by and with lands of South Bethany Recreational Association, Inc., the following two (2) courses and distances, North 81 degrees 37 minutes, 31 seconds West, 237.39 feet to a point; thence, North 08 degrees 20 minutes 11 seconds East, 292.10 feet to a point, said point being a corner of these lands and lands of South Bethany Recreational Association, Inc. and being situate on the south side of Route #361; thence, by and with Route #361 South 79 degrees 19 minutes 04 seconds West. 126.53 feet to a point; thence, South 84 degrees 14 minutes 46 seconds West, 287.50 feet to a point, said point being a corner of these lands and lands of Sea Colony, Inc., thence, leaving said Route #361, and by and with lands of Sea Colony Inc; South 11 degrees 05 minutes 02 seconds West, 526.15 feet to a point, said point being a corner of these lands and lands of Sea Colony, Inc.; 531 thence, continuing with lands of Sea Colony, Inc., North 69 degrees 33 minutes 48 seconds West, 642.01 feet to a point, said point being situate on the easterly right-of-way of the Assawoman Canal; thence, continuing with the same bearing the distance necessary to extend the line to the centerline of the Assawoman Canal; thence, southeasterly along the center of the Assawoman Canal to the Jefferson Creek Canal to a point where said low water line intersects the State lands; thence, by and with the State lands, South 60 degrees 45 minutes 00 seconds East, to the point of beginning. The above boundaries having most recently been established by an Act to ReIncorporate the Town of South Bethany, Chapter 78, Volume 67, Laws of Delaware, dated July 7, 1989. The Town Council may, at any time hereafter, cause a survey and plot to be made of said Town, and the said plot or any supplement thereto, when made and approved by said Town Council, signed by the Mayor, and attested to by the Secretary, with the Town Seal affixed, upon being recorded in the Office of the Recorder of Deeds in and for Sussex County, State of Delaware, or the record thereof, or a duly certified copy of said record, shall be evidence In all courts of law and equity in this State. 3. Annexation of Territory. The Town shall have power to annex any additional contiguous territory adjoining the corporate limits of the Town as hereinbefore set forth or as hereafter extended pursuant to the procedure set forth in this Section, and to apply to all such additional territory all laws, ordinances, resolutions, and policies In force in the Town so far as they may be locally applicable. 3.1 Initiation of Annexation Proceedings. 3.1.1 By Petition of the Property Owners. Any property owner(s) holding record fee title to real property in territory contiguous (subject to Sec. 3.2.11) to the then existing corporate limits of the Town may petition the Town Council to annex that certain territory in which they own property. Such petition shall be in writing, duly executed and acknowledged by each petitioner, shall describe with reasonable certainty the territory proposed for annexation, indicate the property owned by each petitioner therein and state the reasons for the requested annexation. The Town Council may, within ninety (90) days following the filing of such petition in the Town Office, vote to accept such petition and proceed as hereinafter provided, or to reject such petition. A petition not so accepted within said ninety (90) days shall be null and void. For purposes of this Sec. 3.1.1 and Sec. 3.1.2, "territory contiguous to the then existing corporate limits of the Town" shall include both real property which is proposed to be included in the annexation and real property which would be contiguous under Sec. 3.2.11. 3.1.2 Oy Resolutigp of the Town Council. The Town Council may, at any time, adopt a resolution proposing the annexation of any territory contiguous to the Town. Such resolution shall describe, with reasonable certainty, the territory proposed to be annexed and state the reasons for the proposed annexation. Upon adoption of such resolution, the Town Council shall proceed as hereinafter provided. 3.2 Annexation Procedure. Whether annexation is proposed by petition of the property owners or by resolution of the Town Council, the following procedure shall be complied with: 3.2.1 Resolution and Notice. The Town Council shall adopt a resolution notifying the property owners and the residents of both the Town and the territory proposed to be annexed, that the Town proposes to annex certain territory which adjoins its then corporate limits. The resolution shall contain a description of the territory proposed to be annexed and shall fix a time and place for a public hearing on the subject of the proposed annexation. The resolution setting forth the information shall be published at least once in at least two (2) newspapers which shall be of general circulation in the Town and in the territory proposed to be annexed. Such publication shall appear not less than thirty (30) days nor more than sixty 532 Chapter 268 (60) days before the date set for the hearing. In the event that such publications do not appear on the same date, the date of the last publication shall control. Such notice shall be In bold print or bordered in black in such manner as to call attention thereto. In addition to publication as herein provided, the Town Council shall, not less than thirty (30) days nor more than sixty (60) days before the date of such hearing: (1) cause a public notice, containing the full text of the resolution to be posted in at least five (5) public places in the Town and in at least one (1) place, viewable to the public, in the territory proposed to be annexed; and (2) send a copy of such notice, certified mail, to the owners of record of the lands proposed to be included in the annexation at their addresses as shown on the public tax records. Written notice to one co-owner shall be notice to all. 3.2.2 Public Rearing. At the time, date, and place specified in the resolution proposing annexation (or at any revised date, time, or place if duly noticed as provided in Sec. 3.2.1) the Town Council shall sit to hear comments and opinion from any concerned party regarding the proposed annexation. Such public hearing shall be for the purpose of obtaining public opinion and legislative fact finding. 3.2.3 Resolution Ordering Special Election. Following the public hearing, but in no event later than sixty (60) days thereafter, the Town Council may pass a resolution ordering a special election to be held not less than (30) days, nor more than sixty (60) days after the date of such resolution proposing the special election. The passage of this resolution shall be considered the determination of the Town Council to proceed with the matter of the proposed annexation, provided, however, that if the annual municipal election is to be held within one hundred twenty (120) days of the date of the resolution adopted by the Town Council pursuant to this Section, the election on the proposed annexation may be held in conjunction with the annual municipal election and all provisions hereof shall be construed and applied accordingly. 3.2.4 Notice of Ueda] Election. Notice of the time and place of said special election shall be published not less than thirty (30) days nor more than sixty (60) days before the date set for said special election. Notice shall be published at least once in two (2) newspapers which shall be of general circulation in the Town and in the territory proposed to be annexed. In the event that such publications do not appear on the same date, the date of the last publication shall control. Such notice shall be in bold print or bordered in black in such manner as to call attention thereto. In addition to such publication as herein provided, the Town Council shall, not less than thirty (30) days nor more than sixty (60) days before the date of such special election, cause a public notice containing the full text of the resolution proposing such special election to be posted in at least five (5) public places In the Town and in at least one (1) place, viewable to the public, in the territory proposed to be annexed. 3.2.5 Those Entitled to Vote. (a) At such special election, any person who is lawfully entitled to vote at the annual Municipal election, if it were being held on that day, and any person who would be so entitled if the area proposed to be annexed were already included in the Town, shall be entitled to one (1) vote. For purposes of this section, "lawfully entitled to vote" shall include "registered to vote" If registration is required; but all persons in the area to be annexed shall be deemed to be registered if they would otherwise be entitled to vote. In addition, each legal entity, other than a natural person, owning property in its own name, either in the Town or in the territory proposed to be annexed, shall be entitled to one (1) vote. (10 These provisions shall be construed so as to permit one person, one vote". Should a voter be entitled to vote by virtue of both residence and ownership of property, that voter shall be entitled to only one (1) vote. Should a voter be entitled to vote by ownership of two (2) or more properties, that voter shall be entitled to only one (1) vote. Chapter 268 533 (c) Any legal entity (other than a natural person) entitled to vote must cast its vote by a duly executed and acknowledged power of attorney. Such power of attorney shall be surrendered to the Board of Special Election which shall be filed with the Town Manager. Such power of attorney so filed shall constitute conclusive evidence of the right of said person to vote in the special election on behalf of the legal entity granting the power. 3.2.6 Conduct of the Special Election. (a) The Town Council may cause voting machines, electronic voting systems, or paper ballots to be used in the special election, as required by law, the form of ballot to be printed as follows: For the proposed annexation. Against the proposed annexation. The Mayor shall appoint three (3) natural persons to act as a Board of Special Election. One (1) of the said persons so appointed shall be designated the Presiding Officer. The Board of Special Election shall be the sole and final judge of the legality of the votes offered at such special election. It shall keep a true and accurate list of all natural persons and other legal entities voting. Voting shall be conducted in a public place as designated by the resolution calling the special election. The polling place shall be open for a minimum of six (6) consecutive hours as set by the Town Council, on the date set for the special election. All persons in the polling place at the time of the closing of the polls shall be permitted to vote, even though such votes are not cast until after the time for the closing of the polls. All ballots cast by those persons or other legal entities authorized to vote in the territory proposed to be annexed shall be deposited in designated ballot box(es) or cast in designated voting machine(s), and all ballots cast by those persons or other legal entities who are authorized to vote in the Town shall be deposited in other designated ballot box(es) or cast in other designated voting machine(s). (b) Any qualified voter may vote by absentee ballots pursuant to rules promulgated by the Town Council; and such rules shall be consistent with rules governing absentee voting for Town officials promulgated pursuant to Sec. 6.4 (f). 3.2.7 Results of Special Election. In order for the territory proposed to be annexed to be considered annexed, a majority of the votes cast both from the Town and from the territory proposed to be annexed must have been cast in favor of the proposed annexation. In the event that the special election results in an unfavorable vote for the annexation in either or both the Town and the territory proposed to be annexed, no part of the territory proposed to be annexed shall again be considered for annexation for a period of at least one (1) year from the date of the special election. If the vote in both the Town and in the territory proposed to be annexed is favorable to the proposed annexation, the Town Council shall at its first meeting following the special election adopt a resolution annexing the said territory and including it within the limits of the Town. Upon the adoption of the resolution of annexation, a copy thereof, signed by the Mayor and certified by the Secretary, with the Town Seal affixed, together with a plot of the area annexed, shall forthwith be filed for recording in the Office of the Recorder of Deeds in and for Sussex County, Delaware. The territory so annexed shall be considered to be a part of the Town from the moment the resolution of annexation is adopted by he Town Council. Failure to record the resolution, or the plot accompanying same, shall not invalidate the annexation, 534 Chapter 268 but such recording may be enforced by writ of mandamus or mandatory injunction. 3.2.8 Annexation Agreements. Notwithstanding any provision herein to the contrary, where, pursuant to Sec. 3.1.1 of this Charter, annexation proceedings are initiated by a property owner(s) holding record title to real property in territory contiguous to the then existing corporate limits of the Town, such petition may be made contingent upon an annexation agreement with the Town which agreement may address any matters which would be relevant to the subject lands, if annexed. By way of example and not in limitation, such agreement may address zoning, subdivision approval, tax relief, public utilities, and public improvements. In the event the Town Council approves such an agreement and votes to accept a petition under Sec. 3.1.1 of this Charter, such annexation agreement shall be deemed a material part of the annexation and shall be included in all subsequent steps of the annexation procedure: (1) the resolutions and notices adopted by the Town Council pursuant to Sec. 3.2.1, Sec. 3.2.3, Sec. 3.2.4 and Sec. 3.2.10 shall recite that the proposed annexation includes and is subject to an annexation agreement, shall briefly summarize its terms, and shall state that copies of the agreement are available upon request at the Town Office; (2) if the results of the election are favorable to the proposed annexation as provided by Sec. 3.2.7(a) of this Charter, the resolution annexing the territory (as provided by Sec. 3.2.7(c)) shall recite that the annexation is subject to an annexation agreement and shall incorporate the terms of such agreement by specific reference; and all affected parties shall be bound to honor the provision of such agreement. No agreement made at the time of annexation under this Sec. 3.2.8 shall extend beyond seven (7) years from the date the property is annexed into the Town; and such agreement shall be null, void, and unenforceable after the expiration of said seven (7) years. An annexation agreement may be modified or amended by mutual agreement of the petitioner and the Town Council at any time prior to the resolution ordering the special election pursuant to Sec. 3.2.3 of this Charter, but any material modification or amendment shall be deemed to be: (1) the withdrawal of the original petition, and (2) the filing of a new petition under Sec. 3.1.1. 3.2.9 Property Owned by the State of Delaware: Highways. Streets. Roads. Alleys and Haterways. Real property owned by the State of Delaware may be annexed by the Town without the State casting a vote in the special election, provided the State agency having control and supervision thereof does not notify the Town, in writing, of its objection to such annexation within thirty (30) days after receiving written notice of the resolution proposing the annexation, as provided in Sec. 3.2.3. 3.2.10 Limitations. No action contesting the annexation of any territory under this Section shall be brought after the expiration of sixty (60) days from the publication of a notice in at least two (2) newspapers, both of general circulation in the Town and in the territory annexed, which notice shall contain the following information: (a) notice that the Town has annexed such territory and a description thereof; (6) notice that any person or other legal entity desiring to challenge such annexation must bring his/her/its action within sixty (60) days from the date of publication of such notice or forever be barred from doing so. Such notice shall be in bold print or bordered in black in such manner as to call attention thereto. In addition to publication as herein provided, the Town Council shall cause a public notice, containing the information set out in subparagraph (a) and (b) above (using date of posting for date of "publication") to be posted in at least five (5) public places in the Town and in at least one (1) place, viewable to the public in the territory to be annexed. In the event the publication and/or the posting dates do not appear on the same date, the date of the last publication or posting shall control. 3.2.11 Contiguity. Chapter 268 535 - 536 Chapter 268 Contiguity with the Town's existing corporate limits, or with other territory which is itself contiguous with the Town's existing corporate limits, shall not be deemed interrupted by the existence of any highway, street, road, alley, or waterway (including but not limited to ponds, creeks, canals, lagoons, wetlands, and ditches) which passes through, or lies within, the territory to be annexed. Territory that is separated from the corporate limits of the Town by federal or stateowned roads, lands, or waterways shall, nevertheless, be considered contiguous territory for the purposes of this Sec. 4 pgmers_slt_theIgmn. 4.1 General. The Town shall have and enjoy all the powers possible for a municipal corporation to have under the Constitution and Laws of the United States and the State of Delaware, as fully and completely as though they were specifically enumerated in this Charter. 4.2 Enumeration of Powers. Not by way of limitation upon the scope of the powers vested in the Town Council to exercise all powers delegated by this Charter to the Town (except as may expressly appear herein to the contrary), but rather by way of enumeration and for purposes of clarity, the Town Council is vested by this Charter with the following powers, that is to say, the Town Council: 4.2.1 may have and use a corporate seal which may be altered, changed, or renewed at any time. 4.2.2 may hold and acquire by gift, negotiation and purchase, devise, lease, or condemnation property both real (improved or unimproved) and personal, or mixed, within or without the boundaries of the Town, in fee simple or lesser estate or interest, necessary or desirable for any municipal or public purpose, Including but not limited to providing sites for constructing, Improving, extending, altering or demolishing: public buildings; parks; streets, squares, lanes, alleys, and sewer systems, including but not limited to sewage lines, conduits, sewage disposal or treatment plants, and all appurtenances thereto; water systems, including but not limited to, water plants, wells, lines, conduits and all appurtenances thereto; recreational facilities, including but not limited to public bathing beaches, gymnasiums, athletic fields, bicycle paths, tennis, basketball, or paddle ball courts and all appurtenances thereto; adequate municipal services for persons and other legal entities residing either within or beyond the corporate limits of the Town, to their mutual benefit and advantage, upon such terms, charges, and conditions as the Town Council may determine and approve; slum clearance and redevelopment, urban renewal, revitalization or rehabilitation of blighted areas or removal of dangerous buildings; (f) protection services for the citizens of the Town to include, but not limited to, police, fire, rescue and paramedic support. 4.2.3 may sell, grant, alienate, lease, mortgage, manage, hold and control such property as the interests of the Town may require except as prohibited by the Constitution and Laws of the United States and the State of Delaware or as restricted by this Charter; 4.2.4 may pay for the acquisition, construction, improvement, repair, extension, alteration or demolition of any Town property (real, personal or mixed) from the general fund of the Town, from the proceeds of any bond issue which may be authorized and sold for any of the purposes for which lands and premises are authorized by this Charter to be acquired, and/or from the proceeds of any grant or loan made to the Town by any governmental entity of the United States or the State of Delaware where the proceeds of the grant or loan are for the purposes for which lands and premises are authorized by this Charter to be acquired; 4.2.5 may acquire, build, erect, and maintain buildings and facilities necessary or required for housing and equipping the offices of the Town; 4.2.6 may purchase, take and hold real and personal property when sold for any delinquent tax, assessment, water rent, electric bill, gas bill, license fee, tapping fee, charge growing out of abatement of nuisances, or other charge due the Town and sell the same; 4.2.7 may: ascertain, locate, lay out, establish, open, change, alter, widen, abandon, regulate the use and enjoyment of, prevent or remove any obstruction of, level, grade, flag, dress, macadamize, pave, improve, dredge, erect, remove, repair and replace any new or present street, highway, road, alley, waterway, park, crosswalk, wharf, dock, boat ramp, sewer, drain, gutter, aqueduct or pipeline or portion thereof, or any new or present curb, or gutter or portion thereof in the Town and the beach or strand in or contiguous to the Town; specify the grade thereof, the materials to be used in the doing thereof and the manner in which the same shall be done; enter into contracts or agreements with the State of Delaware for the permanent maintenance, repair and upkeep of any street, highway, road, alley, waterway, sidewalk or other public thoroughfare within the Town; 4.2.8 may provide, construct, extend, maintain, manage and control groins, bulkheads, embankments, rip rap, piers or fills for the preservation of any waterway, beach, strand or high land within the corporate limits of the Town and contiguous thereto to the end that the same may be preserved and properly protected that the general public might enjoy the use thereof; 4.2.9 may regulate and control the planting, growing, treatment and preserving of ornamental shade trees in the streets, avenues, highways, parks and lands of the Town and may authorize or prohibit the removal or destruction of said trees; 4.2.10 may fully control the drainage of all surface water within the Town, and to that end, may provide, construct, extend, maintain, manage and control a surface water drainage system for the health, sanitation, and convenience of the inhabitants of the Town; 4.2.11 may provide an adequate supply of potable water for the Town and its inhabitants and, to this end, may: (a) acquire, lease, erect, construct, maintain, operate, extend, enlarge, renew, replace, control and dispose of wells, reservoirs, pumps, machines, water treatment facilities, stations, tanks, standpipes, water mains, fire hydrants and all other equipment, property, or rights used in or about the collection, storage, purification, conveyance or distribution or sale of water; Chapter 268 537 538 Chapter 268 regulate and prescribe for what public or private purposes the water furnished by the Town may be used, the manner of its use, the amounts to be paid by the users thereof, the means whereby such amounts shall be collected and the fines or penalties, or both, for any willful or negligent injury, or damage to or interference with the water system or the equipment of the Town; furnish or refuse to furnish water from the Town system to places and properties outside the Town corporate limits; and contract for and purchase water and distribute the same to users within or without the Town with the same full powers as though such water had been initially reduced to usefulness by the Town itself; 4.2.12 may: provide, construct, extend, maintain, manage and control: a sewer system and/or a sewage treatment and disposal plant and facilities for the health, sanitation and convenience of the inhabitants of the Town: regulate and prescribe for what private or public uses or purposes the system may be used, the manner of its use, the amounts to be paid by the users thereof, the means whereby such amounts shall be collected and the fines or penalties or both, for any willful or negligent injury or damage to, or interference with the said system, plant or facilities; furnish or refuse to furnish sewer disposal service from the Town system to places and properties outside the Town limits; compel any and all properties in the Town to be connected to the sewer system of the Town; and contract for and purchase sewer disposal service and resell the same to users within or without the Town with the same full powers as though such service had been initially provided by the facilities therefor of the Town itself; 4.2.13 may provide for and control the lighting of the streets, highways, roads, alleys, waterways, parks, strands, crosswalks, wharfs, docks, public buildings or other public places in the Town; 4.2.14 may regulate, control or prevent the use or storage of gasoline, naphtha, gun powder, fireworks, tar, pitch, resin and all other combustible or dangerous materials and the use of candles, lamps and other lights in stores, shops, and other places; and may regulate, suppress, remove or secure any fireplace, stove chimney, oven broiler or other apparatus which may pose a danger of causing fires; 4.2.15 may: provide for the organization of a fire department and the control and government thereof; establish fire limits and do all things necessary for the prevention or extinguishment of fires; and contribute or donate funds to any volunteer fire company or companies incorporated under the Laws of the State of Delaware, or any volunteer fire association or associations maintaining and operating fire fighting equipment and service to the Town, provided that any such contribution or donation may be made subject to such conditions as to the use thereof as the Town Council may deem advisable; 4.2.16 may provide for the organization of ambulance, rescue or paramedic services and the control and government thereof, may establish territories within the Town for such services; and may, at the discretion of the Town Council, contribute or donate funds to any such service formed or incorporated under the Laws of the State of Delaware, or to any volunteer service maintaining and operating ambulance, rescue or paramedic equipment and services for the inhabitants of the Town, provided that any such contribution or donation may be made subject to such conditions to the use thereof as the Town Council may deem advisable; 4.2.17 may prohibit drunkenness, use or distribution of any controlled substance, gaming and fraudulent devices and riots, disturbances and disorderly assemblies; 4.2.18 may adopt and enforce such ordinances regulating traffic on all streets, highways, roads, alleys and public ways within the Town as are consistent with the motor vehicle laws of the State of Delaware; 4.2.19 may adopt and enforce such ordinances regulating traffic on all waterways within the Town as are consistent with U. S. Coast Guard and Delaware Marine Police regulations; 4.2.20 may regulate or prohibit the use of streets, highways, roads, alleys, beaches, parks, rights-of-way, other public places and Town-owned lands for commercial use, or activities not otherwise protected from such regulation or prohibition by the Constitution and Laws of the United States and the State of Delaware; 4.2.21 may regulate or prohibit the use of guns, air guns, spring guns, pistols, sling shots, bean shooters, and any other device for discharging missiles which may cause bodily injury or injuries or harm to persons or property; and may regulate or prevent the use of bonfires, open fires, fireworks, bombs and detonating works of all kinds within the Town; 4.2.22 may provide for and preserve the health, peace, safety, cleanliness, beauty, good order and public welfare of the Town; 4.2.23 may prohibit, restrain, license or regulate all public sports, exhibitions, shows, parades, productions, circuses or other public performances, amusements and games; 4.2.24 may direct the excavation, draining, filling, cleaning, curbing or fencing of privately owned lots, tracts, pieces or parcels of land in the Town which are deemed dangerous or unwholesome, or necessary to carry out any improvements authorized by this Charter and may assess the cost thereof against the owner thereof; 4.2.25 may define, prevent, abate or remove nuisances, obstructions or any other conditions detrimental to the public safety, health or welfare; and may cause the cost of such abatement or removal to be paid by the person or other legal entity causing or permitting same to exist; 4.2.26 may adopt ordinances providing for the condemnation of any building o+r structure in the Town which is determined, on the basis of standards set forth in such ordinances to be a fire hazard or otherwise unsafe, and may cause the same to be torn down or removed; 4.2.27 may adopt ordinances to establish and regulate animal pounds and restrain, prohibit and impound any domestic or wild animal, beast, bird or fowl running at large within the corporate limits of the Town; authorize the destruction of the same; and may regulate the keeping of pets within the Town, and provide for registration and fees thereof; 4.2.28 may provide for the punishment of a violation of any ordinance of the Town by appropriate fine, penalty, or forfeiture; Chapter 268 539 540 Chapter 268 4.2.29 may regulate and control the construction, alteration, or removal of dwellings or other structures and provide for granting permits for same; 4.2.30 may regulate and control construction activities by private individuals or companies at such times and seasons of the year and at such hour of the day as the Town Council may determine necessary and appropriate for the public health, welfare and convenience. 4.2.31 may provide for and regulate the naming of the streets and waterways and the numbering of houses and commercial establishments within the Town corporate limits; 4.2.32 may: establish setback lines for buildings and other structures to be erected; zone or district the Town and establish standards for construction and building materials; prohibit any construction except that for which a building permit has been issued pursuant to ordinances as prescribed by the Town Council; and exercise all powers and authorities pursuant to 22 Del. C., Chapter 3, or any future corresponding provisions of law; 4.2.33 may regulate the conduct of any business, profession or occupation within the corporate limits of the Town; 4.2.34 may license, tax, and collect fees annually for any and all municipal purposes of such various amounts as the Town Council, from time to time, shall fix from any individual, firm, association or corporation carrying on, or practicing any business, profession or occupation within the corporate limits of the Town; 4.2.35 may grant licenses, issue permits, and regulate any activity within the corporate limits of the Town; specifically including any beach property, whether previously dedicated to or owned by the State of Delaware; 4.2.36 may impose upon new development or construction or upon first-time occupancy of new construction such "impact fees" as are reasonably calculated to recover the cost of installing, enlarging, improving or expanding public or municipal improvements which have a rational relationship to such new construction; 4.2.37 may borrow and appropriate money to pay the debts and liabilities of the Town, or any portion thereof, from any funds available therefor; and may, in case of emergency, temporarily transfer money from one fiscal account to another fiscal account of the Town; 4.2.38 may raise revenue for the Town by the levying and collecting of taxes on real property, taxes on business activities, special assessments, licensing fees and other charges for services; 4.2.39 may investigate the conduct of any officer, employee or representative of the Town, in the conduct of his or her official duties, and for such purpose may compel the attendance of witnesses and the production of books, _records, or other evidence by subpoena, and may administer oaths or affirmations; 4.2.40 may establish a pension plan or a health and welfare plan or both, for the employees of the Town under such terms and conditions as the Town Council may deem appropriate, with the funding accomplished through an insurance company licensed by and authorized to do business in the State of Delaware, approved by the Town Council; Chapter 268 541 4.2.41 may, by condemnation proceedings, take private property or the right to use private property within the corporate limits of the Town for any of the purposes specified in this Charter, such proceedings to be in conformity with 10 Pe. C. Chapter 61, or any future corresponding provision of law; 4.2.42 may adopt, alter, and amend all such ordinances, regulations, resolutions, and rules not contrary to the Constitution and Laws of the United States and the State of Delaware as the Town Council may deem necessary to carry into effect any of the provisions of this Charter or any Federal or State law relating generally to municipal corporations or which may be deemed proper and necessary for the order, protection, and good government of the Town; the protection of persons and preservation of property; and the protection of the public health and welfare of the Town and its inhabitants. Any ordinance relating to the public health of the Town and its inhabitants or designed to prevent the introduction or spread of infectious or contagious diseases or to prevent nuisances affecting the same, shall apply not only within the corporate limits of the Town but as well to all areas and persons outside the Town within one (1) mile from its corporate limits. 4.3 Liberal Construction: Manner of Exercise. The powers of the Town under this Charter shall be liberally construed in favor of the Town, and the enumeration of particular powers by this Charter shall not be held or deemed to be exclusive, but, in addition to the powers enumerated herein or implied hereby, appropriate to the exercise thereof, the Town shall have and may exercise any and all powers which, under the Constitution and Laws of the United States and the State of Delaware, it would be competent for this Charter to specifically enumerate. All powers of the Town, whether express or implied, shall be exercised in the manner prescribed by this Charter, or if not prescribed herein, then in the manner provided by ordinances, regulations, resolutions, and rules of the Town Council. The Council may, by ordinance or resolution, do such other act or thing incidental, necessary, or useful in connection with any of the matters duly authorized in this Charter. 4.4 Interagvernment1J C000eration. The Town may exercise any of its powers or perform any of its functions and may participate in the financing thereof, jointly or in cooperation, by contract or otherwise with any one (1) or more states or civil divisions or agencies thereof, or the United States or any agency thereof, except as prohibited or restricted by the Constitution and Laws of the United States and the State of Delaware or by this Charter. 5. Town Council. 5.1 Governing Body. The government of the Town and the exercise of all powers conferred by this Charter, except as otherwise provided therein, shall be vested in and exercised by a seven (7) member Town Council composed of a Mayor and six (6) other members, each of whom shall be elected by popular vote as hereinafter provided. 5.2 Oua1ification5. 5.2.1 Genera). A candidate for the Town Council shall be a natural person at least twenty one (21) years of age, a citizen of the United States, and otherwise qualified to vote at the annual municipal election as provided in Sec. 6.1. 5.2.2 Z.. 1 . At least four (4) members of the Town Council shall be residents of the State of Delaware, as defined by the Laws of the State of Delaware. (a) If a "resident" member of the Council who is also a freeholder, should, during term of office, fail to maintain residency in the State, but continue to be a freeholder during his 542 Chapter 268 or her term of office, that person shall continue to be deemed a "resident" member of the Town Council. (b) If a non-resident member of the Council, during his or her term, establishes residency in the State, that person shall be deemed a resident member of the Council as of the next regularly scheduled annual municipal election. 5.2.3 Residency Requirement for Mayoral Candidates. The Mayor shall be a resident of and property owner in the Town of South Bethany, Delaware, twenty-one (21) years of age and otherwise qualified as provided in Sec. 5.2.1 and 5.2.2. 5.2.4 council to Act as Film) Judge. The Town Council, by majority vote of its disinterested members, shall be the sole and final judge of the qualifications of its members, and shall interpret and apply the standards set forth in this Charter. 5.3 Tv_e_m_gf_fffjse_Ataggeisg_ermsT. 5.3.1 Term of Qffice. The term of office for each member of the Town Council shall be two (2) years. 5.3.2 Staggered Terms. The present Mayor and Council members of the Town of South Bethany, and other officers appointed to serve in the office under Chapter 78, Volume 67, Laws of Delaware, as amended, shall continue to serve as Council members and Officers of the Town from and after the effective date of this Charter, until the successors are duly elected or appointed. At the annual Town election in 1995, three (3) Council members shall be elected to fill the vacancies created by the expiration of the terms of Office of the four (4) then-outgoing Council members. At the annual Town election in 1996, the Mayor and three (3) Council members shall be elected to fill the vacancies created by the expiration of the terms of office of the three (3) then-outgoing Council members. Thereafter, the Mayor and three (3) members of the Town Council shall be elected in even years and three (3) members shall be elected In odd years. 6. Municipal Elections. 6.1 Voter qualifications. Any natural person shall be qualified to vote in any annual municipal election, special election or referendum who, on voting day shall: have attained eighteen (18) years of age; be a citizen of the United States; shall be registered under the Town's Voter Registration ordinance (if one be In effect); and shall have been either: a freeholder in the Town, as defined herein, for a period of ninety (90) consecutive days Immediately preceding the date of the election; or a resident of the Town, as defined herein, for at least nine (9) months, consecutively or non-consecutively of the twelve (12) month period immediately preceding the date of the election in which he or she seeks to vote. For purposes of this Charter except for Sec. 5.2.2., a "freeholder" shall be deemed to include any natural person who holds title of record to a fee simple estate or a life estate in and to real property located within the corporate limits of the Town; and a "resident of the Town" shall mean any natural person who has actually lived within the corporate limits of the Town at least Chapter 268 543 nine (9) months, consecutively or non-consecutively, of the twelve (12) month period immediately preceding the date of the election. 6.1.1 Deterwination of Voter Eligibility. The Board of Elections is responsible to determine voter qualifications as prescribed in this Charter, as provided in Sec. 6.1. 6.2 Voter Registration. The Town Council may, by ordinance, provide for the registration of voters and may prescribe registration and voting places. Such ordinance shall not alter the qualifications of voters as defined in this Charter nor unduly impair the right to vote In any election. 6.3 Uncontested Election. Where there is only one Cl) official candidate for any office on the day of the annual municipal election, the official candidate shall be deemed elected thereto without the holding of such an election. 6.4 Annual Municipal Election Procedures. Notice of Candidacy. In order to be listed on the ballot for election of Mayor and other Town Council Members, each candidate shall file a written notice of intention to seek such office with the Town Manager during normal business hours at least forty-five (45) days prior to the date set for the election. If the Election Board (Sec. 6.4.(g)) determines that any candidate may not meet the qualifications for office, it shall notify the Mayor who shall call a special meeting of the Town Council to be held not less than thirty (30) days prior to the date set for the election, at which the Town Council shall decide the matter. The candidate whose qualifications are at issue shall be notified, by registered mail, of the date, time and place of the meeting, at which he or she may appear and testify. If the Town Council determines that the candidate does not meet the qualifications of office, it shall reject the notice of intention to seek office and his or her name shall not appear on the ballot. In making the determination, only those members of the Town Council who are not running for re-election shall be entitled to vote on the question. Dote Time. and Place. Annual municipal elections for the Town Council shall be held on the last Saturday before the last Monday In May at such time and place, within the Town, as shall be determined by the Town Council. The polls shall remain open for at least a six (6) hour period to be determined by the Town Council. (0 Notice of Elections. Public notice of any election to elect members to the Town Council shall be given by posting notices thereof in at least five (5) public places In the Town not less than thirty (30) days before the date of such election and by publishing notices at least once in two (2) newspapers of general circulation in the Town at least thirty (30) days before the date of the election. Such notices shall state the date, time, and place of the election as well as a description of the offices to be filled. Such notices as shall be in bold print or bordered In black in such manner as to call attention thereto. In the event that the publications and/or posting do not appear on the saMe date, the date of the last publication or posting shall control. Voting Machine. Paper Ballots. Elections shall be by voting machine, electronic voting system, or by paper ballot as the Town Council shall determine; provided, however, that voting machines or electronic voting systems shall be used if required by State law. _Absentee Voting. Any qualified voter may vote by absentee ballot at any election. /Mies Governing Conduct of Elections. The Town Council shall adopt rules, consistent with the provisions of this Charter, and with applicable state or federal law governing the conduct of elections, including absentee voting. jElection Board. Every election shall be held under the supervision of an Election Board. The Election Board shall consist of 544 Chapter 268 three (3) Judges of Election. Such Judges shall be qualified voters of the Town and shall be appointed for that purpose by the Town Council at least sixty (60) days before such election, If, at the opening of the polls, there shall not be present any member of the Election Board, in such case, the ranking Town officer available at the opening of the polls shall appoint a qualified voter or voters to act as a member or members of the Election Board to fill vacancies caused by such absence. Members of the Election Board shall be the sole and final judges of the conduct of the election, the legality of the votes offered, and the election results. The Election Board shall have the power to subpoena persons and records relative to the determination of the qualifications of voters and the legality of any vote or votes offered. (II) Election Results. Upon the close of such election, the votes shall be counted by the Election Board. The persons having the highest number of votes shall be declared by the Election Board to be duly elected to such vacant offices as then exist. Persons holding office shall continue in office until their successors are duly elected and installed. (1) Tie Vote. In the event of a tie vote for any office, the election to such office shall be determined by a run-off election within thirty (30) days pursuant to the election procedures of this Sec. (3) Preservation of Records and Ballots. The custody of election records and all ballots cast shall be maintained in the Town Office for a minimum period of six (6) months. (k)Elestign_Recard_Bozis. The Election Board shall enter in an Election Record Book the complete results of the election, to be subscribed by all Election Board Members. Such Book shall be preserved by the Town Council. 7. Organization of Town Council. 7.1 Organizational Meeting. An organizational meeting of the Town Council shall be held on the first Saturday following the date of the election. Such meeting shall be held at the usual place for holding regular Town Council meetings and shall be open to the public. The newly elected Mayor and other Town Council members shall assume the duties of their respective offices, being first duly sworn or affirmed to perform their duties with fidelity. Such oath or affirmation shall be taken before a Notary Public, a Justice of the Peace, the Town Alderman, or by one (1) of the holdover Town Council members. At the organizational meeting, the Mayor shall appoint a President Pro-tempore, a Council Secretary, and a Treasurer subject to ratification by majority vote of the Town Council. The Council Secretary and Treasurer need not be members of the Town Council. Each of these officers of the Town Council shall serve in that position for a term of one (1) year or until the organizational meeting after the next succeeding election. 7.2 Duties of Mayor. The Mayor shall preside at all meetings of the Town Council and shall have a vote on all pending issues. The Mayor shall execute, on behalf of the Town, when authorized by Town Council majority vote, all agreements, contracts, bonds, deeds, leases, and other legal documents. The Mayor shall appoint such standing and other committees as the Town Council shall require, provided that a member of the Town Council shall serve as Chairman of each standing committee. It shall be the duty of the Mayor to see that the ordinances, regulations, resolutions, and rules of the Town are duly executed; he or she shall perform all additional duties as are imposed by this Charter. The Mayor shall be empowered to delegate specific duties and responsibilities and to administer oaths and affirmations. 7.2.1 EMergency Powers. The Mayor shall be empowered to act on behalf of the Town, without prior Town Council approval, in the event of a sudden emergency requiring prompt action, in order to protect the public health, safety, and welfare of the Town, its inhabitants and property owners. A "sudden emergency", for purposes of this Section shall include, by way of example and not in limitation, a major fire or conflagration, significant flooding, or serious storm threatening significant damage, a civic disturbance, or a toxic spill. A "sudden emergency" shall also include any emergency situation as declared by any county, state or federal agency having jurisdiction over the Town where the scope of the emergency so declared includes the Town. 7.3 Duties of President Pro Tempore. The President Pro-tempore shall function as Mayor during the absence or disability of the Mayor. 7.4 _Duties of Council jgcretary. The Council Secretary shall be responsible for recording the proceedings of the Town Council and for maintaining safe custody of other Town records and shall perform such other duties as directed by ordinance or the Town Council. 7.5 Duties of Treasurer. It shall be the duty of the Treasurer to attend all Town Counctl meetings. The Treasurer shall be responsible for maintaining custody of all Town funds in a banking Institution selected by the Town Council; for deposit of all Town receipts and disbursement of Town funds in payment of bills presented for payment; for presenting an annual financial report to the Town Council at the end of the fiscal year; and for performing such other duties as directed by ordinance or the Town Council. The Treasurer, before assuming the duties of such office, shall be required to give bond with sufficient surety to the Town Council in an amount at least equal to the funds likely to be handled in the discharge of such duties. The Treasurer shall at the end of such term of office deliver to his/her successor in office all fiscal records relating to such office and all Town funds then held In the Treasurer's custody as part of the settlement of final account. The cost of said bond shall be paid out of Town funds. In case of resignation, Incapacitation, or at the expiration of the term of office an audit shall be performed. 7.6 Filling Vacancies of Appointed Officers. If a vacancy shall occur In the office of any officer appointed pursuant to Sec. 7.1 of this Charter, the successor shall be selected for the unexpired term pursuant to the procedures of Sec. 7.1. 7.7 Code of Ethics. 7.7.1 Conflict of Interest. No Town Council member, officer, employee, or representative shall represent the Town in any business or governmental transaction involving any corporation or other private party in which he or she has a direct or indirect financial interest. 7.7.2 Abgse of Office. No Town Council member, officer, employee, or representative shall use his or her official position to obtain an undue, unwarranted, or unfair advantage, privilege or exception. 7.7.3 Disclosure of Information. No Town Council member, officer, employee, or representative shall disclose to any unauthorized person, confidential information gained by reason of official position, nor shall such information be used for personal gain or benefit. 7.7.4 Contracts for Materials and Services. No Town Council member, officer, employee or representative may contract with the .Town to provide personal services or materials for the benefit of the Town, nor may any corporation or other private party in which such official holds a pecuniary interest contract with the Town to provide such services or materials, except with the unanimous consent of all other Town Council members. Notice of all bids for street, sewer, or water systems, installations, improvements, extensions, or repairs shall be published at least once in at least two (2) newspapers having general circulation in the Town. Chapter 268 545 546 Chapter 268 7.7.5 Comoetitive Bidding. All contracts for purchase or lease of materials or services authorized by this Charter shall be consummated by competitive bidding, and each such contract shall be awarded to the lowest responsible bidder who submits a responsive bid, provided, however, that competitive bidding shall not be required where: the aggregate amount involved is not more than $2,500.00; the contract is for any service to be rendered by the State of Delaware, or by any political subdivision thereof; the contract Is for any service to be rendered by a university, college, or other educational institution; the contract Is for property or services for which it Is impractical to obtain competitive bids; the Town Council determines that due to an emergency or special exigency, the time required for competitive bidding is inadequate; or the Town Council determines that the bids received were: unreasonable as to all or part of the requirement; or were not independently reached in open competition. 7.8 Vacancies. Forfeiture of Office. 7.8.1 Vacancies. The office of a Town Council member shall become vacant upon death, incapacitation, resignation or forfeiture of such office. 7.8.2 forfeiture Proceedings. A forfeiture of such office shall occur when any Town Council member: is no longer qualified to hold such office; willfully violates any provision of this Charter; is convicted of any felony or crime involving moral turpitude; or fails to attend three (3) consecutive regular Town Council meetings without being excused by Town Council vote. 7.8.3 Determination Concerning Forfeiture. Where the conditions set forth In Sec. 7.8.2 (c) or (d) occur, forfeiture shall be automatic. Where the conditions set forth in Sec. 7.8.2 (a) or (b) are alleged, forfeiture shall be approved by the remaining Town Council members. Such decision shall be made in executive session and if the Town Council determines by a majority vote that a forfeiture has occurred, it shall, within forty-eight (48) hours thereafter, provide written notice thereof to the affected Town Council member, by certified mail, return receipt requested, sufficiently posted. "Written notice" shall be deemed provided when deposited in first-class mail with sufficient postage. The affected member shall be entitled to a hearing and shall then have thirty (30) days In which to make a written request for a public hearing before the Town Council, to be held within forty-five (45) days of the written request, at which hearing such member may appear with the assistance of counsel and present evidence to the relevant issues. The Town Council shall also hear any other relevant evidence and vote again on the question of forfeiture. A determination of forfeiture shall be made only by unanimous vote of the Town Council members present and entitled to vote on the question. 7.8.4 Failure ta__ROBUest Hearing as a Bar. Failure of the affected member to make written request for a public hearing as herehabove stated shall be an absolute bar to his or her right to challenge the Town Council's decision. If a public hearing is held, the Town Council shall have authority to subpoena witnesses, administer oaths, take testimony, and require the production of documentary or physical evidence, all of which shall be done if requested in writing by the affected person. 7.9 Filling Vacancies. A vacancy in the office of t |
| Date Digital | 2010 |
| CONTENTdm file name | 3102.cpd |
Description
| Title | Laws of the State of Delaware - Volume 69 - Part 2 - Page 1 |
| Creator2 | Delaware General Assembly |
| Type | Text |
| Full Text | 1 LAWS OF THE STATE OF DELAWARE ONE HUNDRED AND THIRTY- SEVENTH GENERAL ASSEMBLY FIRST SESSION COMMENCED AND HELD AT DOVER On Tuesday, January 7, A. D. 1993 SECOND SESSION COMMENCED AND HELD AT DOVER On Tuesday, January 11, A. D. 1994 VOLUME LXIX Part II |
| CONTENTdm file name | 81636.pdfpage |
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