There still is some activity relating to the U. S. Supreme Court’s decision Citizens United v. Federal Election Commission, No. 08-205 regarding corporate political contributions. Reported below you’ll see Hawaii HCR 282-10 urging Congress to propose a constitutional amendment allowing the State and Federal Governments to regulate corporate contributions and HJR 82 where a member of the U. S. House of Representatives does just that.

In more relevant news there are many Bills reported in this update that have become law in their respective states including Delaware, New Jersey and Virginia that are worth taking a look at.

Robert K. Rowell
General Counsel

Federal Legislation
HJR 82
Proposing the "Doris 'Granny D' Haddock Amendment of 2010" to the Constitution of the United States regarding the authority of Congress and the States to regulate the spending and activities of corporations with regard to political campaigns and campaigns for election for public office.

Full Text available here.
Current Bill Status: April 14, 2010, referred to the House Committee on the Judiciary.

HR 5141
Small Business Paperwork Mandate Elimination Act. To repeal the expansion of information reporting requirements for payments of $600 or more to corporations, and for other purposes.

Full Text available here.
Current Bill Status: April 26, 2010, referred to the House Committee on Ways and Means.

Connecticut
HB 5530
To revise the Connecticut Business Corporation Act.

Full Text available here.
Current Bill Status: May 10, 2010, signed by the Governor as Public Act 10-35 Effective October 1, 2010.

Delaware
HB 314
An Act to amend Title 18 relating to Captive Insurance Companies.

This legislation amends chapter 69 of title 18 of the Delaware Code by adding two types of captive insurance companies to those that can currently be licensed in Delaware. The two new forms of captive insurance companies are “agency captive insurance companies” and “branch captive insurance companies.” Agency captive insurance companies are reinsurance companies owned by insurance agents or brokers who underwrite and place insurance policies for conventional insurance companies. In an agency captive structure, the insurance risk on some of these policies is reinsured to the agency captive, thereby allowing the agents or brokers that placed the policies to share in the profits or losses attributable to these policies. Branch captive insurance companies are divisions of offshore captives that establish a business unit onshore. Many U.S. based companies have captive insurers organized in offshore jurisdictions such as Bermuda. In recent years, it has become attractive to issue certain coverages through the offshore captive insurers owned by these employers yet have these coverages regulated by an onshore insurance regulator. The solution is to bring an operating division of the captive – the branch – to the onshore jurisdiction and regulate this division in many respects as if it were a standalone entity. By adding agency and branch captive insurance companies to the list of captive insurance companies authorized in Delaware, this legislation will enhance the economic development potential of Delaware’s captive insurance laws.

Section 11 of this legislation makes a technical change to the delinquency provisions applicable to sponsored captive insurance companies.

Full Text available here.
Current Bill Status: May 03, 2010, signed by the Governor.

HB 341
An Act to amend Title 8 of the Delaware Code relating to The General Corporation Law. This bill is a comprehensive set of amendments to many sections of the General Corporation Law of the State of Delaware (“DGCL”), and to Chapter 5 of Title 8, to clarify, fill gaps in, and make consistent the DGCL’s application to corporations that are not authorized to issue capital stock, commonly known as nonstock corporations. For historical reasons, the DGCL has not comprehensively addressed nonstock corporations. Since Delaware now has approximately 18,000 registered nonstock corporations, these amendments will provide clarity and consistency so that these entities and their advisors will have appropriate and necessary statutory guidance. Most notably, new Section 114 of the DGCL is a “translator” provision that sets forth which provisions of the DGCL apply to nonstock corporations generally and which provisions apply to non-profit nonstock corporations specifically. With the exception of amendments to Sections 313, 391, and 501, none of these amendments is intended to affect the DGCL with respect to stock corporations, either directly or by negative implication.

Section 1 amends § 102(a)(4) of the DGCL to allow nonstock corporations to put the conditions of membership, or other criteria for identifying members, in their certificates of incorporation or in their bylaws. This Section further amends § 102(a)(4) to clarify that nonstock corporations shall have members, but the failure to have members shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation. This Section further amends § 102(a)(4) to provide that, until provided otherwise in the corporation’s certificate of incorporation or bylaws, the members of a nonstock corporation that fails to state the conditions of membership in its certificate of incorporation or bylaws shall be deemed to be those entitled to vote for the election of the members of the corporation’s governing body under the corporation’s certificate of incorporation or bylaws or otherwise. This Section further amends § 102(a)(4) to clarify that nonstock corporations may provide for classes or groups of members; that nonstock corporations may provide for full, limited, or no voting rights and powers of members, including that members may be entitled to vote on certain transactions even if they are not entitled to vote for the election of members of the corporation’s governing body; and that voting by members may be made on a per capita, number, financial interest, or any other basis. This Section further amends § 102(a)(4) to provide that provisions regarding classes and voting rights of members may be set forth either in the corporation’s certificate of incorporation or in its bylaws.

Section 2 amends § 102(b)(1) of the DGCL to add language applying to nonstock corporations.

Sections 3 and 4 amend § 102(b)(2) of the DGCL to provide language regarding compromises between the corporation and its creditors and/or between the corporation and its members appropriate for the certificate of incorporation of a nonstock corporation.

Sections 5, 6, 7, and 8 make technical changes to § 102(b)(6), § 102(b)(7), § 102(d), and § 109(a) of the DGCL consistent with the intent of the bill and with the translator provision in new § 114(a).

Section 9 amends the DGCL to add a new § 114. Section 114 has four operative provisions. New § 114(a) provides that, unless otherwise provided in § 114(b) or § 114(c), the provisions of the DGCL generally apply to nonstock corporations and that, for purposes of applying to nonstock corporations, the stock-corporation terms in each applicable section will be translated into nonstock-corporation terms. Section 114(a)(4) provides that members of non-profit nonstock corporations have memberships, while members of other nonstock corporations hold membership interests in the nonstock corporations. New § 114(b) carves out certain provisions of the DGCL from the operation of § 114(a), so the provisions listed in § 114(b) are not translated by § 114(a). Specifically, new § 114(b)(1) lists provisions of the DGCL that apply to nonstock corporations by their terms and therefore require no translation; and § 114(b)(2) and § 114(b)(3) list sections and subchapters of the DGCL that do not apply to nonstock corporations by virtue of the translator provision in § 114(a) (but which may be made otherwise applicable by a different provision). New § 114(c) carves out provisions in addition to those listed in § 114(b) to ensure that those provisions are not applied to non-profit nonstock corporations. New § 114(d) defines the following terms relating to nonstock corporations: “nonstock corporation,” “membership interest,” “non-profit nonstock corporation,” and “charitable nonstock corporation.”

Section 144(a)(2) is listed in new § 114(c)(2) in accordance with the concept noted in Oberly v. Kirby, 592 A.2d 445, 467–68 (Del. 1991), that the members of a non-profit nonstock corporation may not ratify such interested transactions because they have no financial interest in the corporation.

Because the translator provision in new § 114(a) operates on § 159 for nonstock corporations other than non-profit nonstock corporations, membership interests in nonstock corporations are personal property.

Sections 10, 11, 12, 13, and 14 make technical changes to § 141 and § 144 of the DGCL consistent with the intent of the bill and with the translator provision in new § 114(a).

Section 15 amends § 154 of the DGCL to make clear, for purposes of § 154, § 160, and § 170, that capital in a nonstock corporation is zero.

Sections 16 and 17 amend § 160 of the DGCL to ensure consistency with the amendment to § 154 regarding the capital of a nonstock corporation, and to allow a nonstock corporation to redeem its membership interests if the redemption of such membership interests is authorized by the corporation’s certificate of incorporation.

Section 18 amends § 170 of the DGCL to ensure that the translator provision in new § 114(a) operates properly on § 170.

Section 19 amends § 215(a) of the DGCL to apply § 211(d) (regarding special meetings of members) and § 212(e) (regarding irrevocable proxies) to nonstock corporations; this Section further amends § 215(a) to ensure that it translates correctly the provisions to which it refers. This Section amends § 215(b) of the DGCL to ensure consistency with the amendments to § 102(a)(4) allowing the corporation’s certificate of incorporation or bylaws to set forth the members’ voting rights. This Section further amends § 215(b) to provide that members’ voting rights are subject to the record date for any particular meeting. This Section amends the DGCL to add new § 215(c)(4). Consistent with the amendments to § 102(a)(4), new § 215(c)(4) defines the quorum and vote necessary to take action for separate votes of classes or groups of members. This Section also amends the DGCL to add new § 215(f). New § 215(f) provides that, except as otherwise provided in the corporation’s certificate of incorporation, in the corporation’s bylaws, or by resolution of the corporation’s governing body, the record date for meetings of nonstock corporations shall be deemed to be the date of the meeting, so long as no record date precedes the action by the governing body fixing that record date.

Sections 20, 21, 22, 23, 24, 25, and 26 make technical changes to § 220, § 223, and § 225 of the DGCL consistent with the intent of the bill and with the translator provision in new § 114(a).

Section 27 amends the DGCL to add new § 226(c) to provide that, in the case of a charitable nonstock corporation, the applicant must provide a copy of the application referred to in § 226(a) to the Attorney General of the State of Delaware within one week of filing the application with the Court of Chancery.

Sections 28, 29, and 30 make technical changes to § 227, § 232, and § 233 of the DGCL consistent with the intent of the bill and with the translator provision in new § 114(a).

Section 31 and 32 amend § 241 of the DGCL, amending § 241(b) to ensure that § 241 properly applies to nonstock corporations, and adding new § 241(c) to provide that § 241 applies to nonstock corporations before such corporations have any members.

Sections 33, 34, and 35 amend § 242 of the DGCL to ensure that § 242 is consistent with the terms used in the translator provision in new § 114(a), and to clarify that § 242(b)(4) applies to nonstock corporations.

Sections 36 and 37 amend § 245 of the DGCL to clarify that § 245 applies to a nonstock corporation even if no vote of the members of the corporation is required to amend the corporation’s certificate of incorporation.

Sections 38, 39, and 40 amend the DGCL to add new § 253(f) and amend § 253 of the DGCL to allow a nonstock corporation that owns 90% of the outstanding shares of each class of stock of a subsidiary otherwise entitled to vote on a merger to effect a short-form merger, so long as the nonstock corporation is the surviving corporation. These Sections also amend the DCGL to add new § 253(g) to provide that nothing in § 253 shall be deemed to authorize the merger of a corporation with a charitable nonstock corporation, if the charitable status of such charitable nonstock corporation would thereby be lost or impaired.

Section 41 amends § 255 of the DGCL to ensure that § 255 is consistent with the terms used in the translator provision in new § 114(a) and to clarify procedures regarding the execution, acknowledgment, adoption, and certification of the merger agreement. This Section also amends § 255(c) to clarify that members may vote on a merger if, under the corporation’s certificate or incorporation or bylaws, they are entitled to vote on the merger or for the election of the members of the governing body. The amendment to § 255(c) further clarifies that the decision to include either a copy or a summary of an agreement of merger or consolidation in a notice of a meeting of the members of a constituent nonstock corporation need not be approved by a specific act of the governing body of the nonstock corporation. The amendment is not intended to define or limit any duty of members of the governing body relating to disclosure to members in connection with the transaction. This Section further amends § 255 to provide that, if no members of the corporation are entitled to vote on the merger other those who are members of the governing body, only a single vote is required to approve the agreement of merger or consolidation, so long as the resolution approving that agreement of merger or consolidation is approved by a majority of all the members of the governing body. This amendment dispenses with the need for a second vote authorizing a merger and decreases the necessary vote from two-thirds of the members of the governing body to a majority of the members of the governing body. This Section also amends the DCGL to add new § 255(e), which provides that § 251(d), as translated for application to nonstock corporations, shall apply to mergers under § 255.

Sections 42 and 43 amend § 256 of the DGCL to ensure that § 256 is consistent with the terms used in the translator provision in new § 114(a); to add new § 256(f), which provides that § 251(d), as translated for application to nonstock corporations, shall apply to mergers under § 256; and to add new § 256(g) to clarify that nothing in § 256 shall be deemed to authorize the merger of a charitable nonstock corporation into a nonstock corporation, if the charitable status of such charitable nonstock corporation would thereby be lost or impaired.

Section 44 amends § 257 of the DGCL consistent with the intent of the bill and with the translator provision in new § 114(a). This Section also amends the DGCL to add new § 257(e), which provides that § 251(d), as translated for application to nonstock corporations, shall apply to mergers under § 257.

Sections 45 and 46 amend § 258 of the DGCL consistent with the intent of the bill and with the translator provision in new § 114(a) and to clarify that § 251(d), as translated for application to nonstock corporations, shall apply to mergers under § 258.

Sections 47, 48, 49, and 50 amend § 262 of the DGCL to ensure that the translator provision in new § 114(a) operates properly on § 262, to clarify that § 262 applies to mergers under § 255 and § 256, and to amend § 262(d) to provide notice procedures appropriate for nonstock corporations, including requiring that a copy of new § 114 be provided if one of the constituent corporations is a nonstock corporation. These amendments shall be effective only with respect to transactions consummated pursuant to agreements entered into after August 1, 2010 (or, in the case of mergers pursuant to Section 253, resolutions of the board of directors adopted after August 1, 2010), and appraisal proceedings arising out of such transactions.

Sections 51, 52, and 53 amend § 263 of the DGCL to ensure that the translator provision in new § 114(a) operates properly on § 263 and to clarify that § 263 applies to nonstock corporations, and add new § 263(f) to clarify that nothing in § 263 shall be deemed to authorize the merger of a charitable nonstock corporation into a partnership, if the charitable status of such charitable nonstock corporation would thereby be lost or impaired.

Sections 54, 55, and 56 amend § 264 of the DGCL to ensure that the translator provision in new § 114(a) operates properly on § 264 and to clarify that § 264 applies to nonstock corporations, and add new § 264(f) to clarify that nothing in § 264 shall be deemed to authorize the merger of a charitable nonstock corporation into a limited liability company, if the charitable status of such charitable nonstock corporation would thereby be lost or impaired.

Section 57 amends the DGCL to add new § 266(j) to clarify that nothing in § 266 shall be deemed to authorize the conversion of a charitable nonstock corporation into another entity, if the charitable status of such charitable nonstock corporation would thereby be lost or impaired.

Section 58 amends § 271(a) of the DGCL to clarify that members may vote on a sale, lease or exchange of all or substantially all of its property and assets if, under the corporation’s certificate or incorporation or bylaws, they are entitled to vote thereon or for the election of the members of the governing body.

Section 59 amends the DGCL to add new § 273(c) to provide that, in the case of a charitable nonstock corporation, the petitioner must provide a copy of the petition referred to in § 273(a) to the Attorney General of the State of Delaware within one week of filing the petition with the Court of Chancery.

Section 60 amends § 276 of the DGCL to ensure that the translator provision in new § 114(a) operates properly on § 276; to clarify that members may vote for dissolution if, under the corporation’s certificate of incorporation or bylaws, they are entitled to vote thereon or for the election of the members of the governing body; and to clarify that members of the corporation may authorize dissolution without action of the members of the governing body if all the members of the corporation entitled to vote thereon shall consent in writing and a certificate of dissolution shall be properly filed with the Secretary of State.

Section 61 amends the DGCL to add new § 280(g) to provide that, in the case of a nonstock corporation, any notice referred to in the last sentence of § 280(a)(3) shall include a copy of new § 114 and to provide that, in the case of a non-profit nonstock corporation, provisions of § 280 regarding distributions to members shall not apply to the extent that those provisions conflict with any other applicable law or with that corporation’s certificate of incorporation or bylaws. This amendment shall be effective only with respect to dissolutions made effective after August 1, 2010, and the filing of claims arising out of such dissolutions.

Section 62 amends the DGCL to add new § 281(f) to provide that, in the case of a non-profit nonstock corporation, provisions of § 281 regarding distributions to members shall not apply to the extent that those provisions conflict with any other applicable law or with that corporation’s certificate of incorporation or bylaws. This amendment shall be effective only with respect to dissolutions made effective after August 1, 2010, and the filing of claims arising out of such dissolutions.

Section 63 amends the DGCL to add new § 311(f) to provide that, in a procedure analogous to that for a stock corporation, a nonstock corporation can revoke a dissolution effected by it. New § 311(f) provides that the revocation of dissolution will include, if applicable, a vote of the members entitled to vote (if any) on the dissolution and the filing of a certificate of revocation of dissolution containing information comparable to that described in § 311(a)(4).

Section 64 amends § 312(j) of the DGCL to ensure that § 312(j) is consistent with the terms used in the translator provision in new § 114(a); to clarify that members may vote for renewal or revival if, under the corporation’s certificate of incorporation or bylaws, they are entitled to vote for dissolution or for the election of the members of the governing body; to clarify that § 312(j) is subject to the provisions of § 313; and to clarify that § 312(i) does not apply to nonstock corporations.

Section 65 amends § 313(a) of the DGCL to provide that § 313 applies to all exempt corporations, as defined under new § 501(b) of Title 8.

Section 66 amends the DGCL to add new § 390(i) to provide that nonstock corporations may transfer to or domesticate or continue in any foreign jurisdiction in a manner analogous to that of a stock corporation and, in the case of a charitable nonstock corporation, that the Attorney General of the State of Delaware must be provided with notice of the corporation’s intent to effect a transfer, domestication or continuance 10 days prior to the date of the proposed transfer, domestication or continuance.

Section 67 amends § 391(j) of the DGCL to refer to the definition of “exempt corporation” in new § 501(b) of Title 8.

Section 68 amends § 501 of Chapter 5 of Title 8 to incorporate the definition of “exempt corporation,” which has been expanded to include stock corporations, and to clarify that exempt corporations are exempt from the franchise tax.

Section 69 amends § 503(a)(1) of Chapter 5 of Title 8 to provide that the franchise tax applicable to nonstock corporations (except exempt corporations, which are exempt from the franchise tax) is $75.

Section 70 amends § 505(c) of Chapter 5 of Title 8 to ensure that it is consistent with the amendment of § 501 of Chapter 5 of Title 8.

Section 71 provides that Sections 1 through 46, 51 through 60, and 63 through 70 shall be effective on August 1, 2010; that Sections 47 through 50 shall be effective only with respect to transactions consummated pursuant to agreements entered into after August 1, 2010 (or, in the case of mergers pursuant to Section 253, resolutions of the board of directors adopted after August 1, 2010), and appraisal proceedings arising out of such transactions; and that Sections 61 and 62 shall be effective only with respect to dissolutions made effective after August 1, 2010, and the filing of claims arising out of such dissolutions.

Full Text available here.
Current Bill Status: May 03, 2010, signed by the Governor.

HB 372
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. This bill continues the practice of amending periodically the Delaware Limited Liability Company Act (the "Act") to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act. Section 1: This section amends § 18-101(7) of the Act to provide, in light of the decision of the Delaware Supreme Court in Olson v. Halvorsen, C.A. No. 1884 (Del. Supr. Dec. 15, 2009), that a limited liability company agreement is not subject to any statute of frauds. Sections 2, 26, 27 and 28: Sections 2, 26, 27 and 28 amend §§ 18-105(b), 18-910(b), 18-911(a) and 18-911(c) of the Act to allow for service of process upon the Secretary of State thereunder by means of electronic transmission but only as prescribed by the Secretary of State, to authorize the Secretary of State to issue such rules and regulations with respect to such service as the Secretary of State deems necessary or appropriate, and to enable the Secretary of State, in the event that service is effected through the Secretary of State in accordance therewith, to provide notice of service by letter sent by a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient. Section 3: This section amends § 18-106 of the Act to confirm the broad powers of a limited liability company. Sections 4, 6, 7, 8, 9, 10, 11, 13, 14, 15, 16, 17, 20 and 30: Sections 4, 6, 7, 8, 9, 10, 11, 13, 14, 15, 16, 17, 20 and 30 amend §§ 18-203, 18-206(a), 18-206(b), 18-206(d), 18-209(a), 18-209(b), 18-209(c), 18-209(d), 18-209(e), 18-209(f), 18-209, 18-210, 18-301(b) and 18-1105(a) of the Act to provide a mechanism to implement a short form merger under new Section 267 of Title 8 where a domestic limited liability company is the parent Entity (as defined in new Section 267(e)(2) of Title 8). Section 5. This section amends § 18-204 of the Act to clarify, for purposes of the laws of the State of Delaware, when a power of attorney will be irrevocable, and the effects of such irrevocability. Sections 12, 18 and 19: Sections 12, 18 and 19 amend §§ 18-209(c)(8), 18-213(b)(7), and 18-216(e)(7) of the Act to allow for service of process upon the Secretary of State thereunder by means of electronic transmission but only as prescribed by the Secretary of State, and to authorize the Secretary of State to issue such rules and regulations with respect to such service as the Secretary of State deems necessary or appropriate. Section 21. This section amends § 18-305(f) of the Act to clarify both the categories of information that are within its scope and that the prescribed time period for responding to an information demand may be varied by a limited liability company agreement. Section 22. This section amends § 18-305(g) of the Act to make it consistent with other sections of the Act and to clarify and confirm that all amendments are valid if adopted in the manner provided for in the limited liability company agreement. Section 23.  This section amends § 18-702(a) of the Act to confirm the circumstances in which an assignee of a limited liability company interest has the right to participate in the management of the business and affairs of a limited liability company. Section 24.  This section amends § 18-704(a) of the Act to confirm the circumstances in which an assignee of a limited liability company interest may become a member. Section 25.  This section amends § 18-902 of the Act to require that a foreign limited liability company registering with the Secretary of State must file a certificate, as of a date not earlier than 6 months prior to the filing date, issued by an authorized officer of the jurisdiction of its formation evidencing its existence, along with, if applicable, a translation thereof under oath. Section 29.  This section amends § 18-1101 of the Act to provide that a limited liability company agreement that provides for the application of Delaware law shall be governed by and construed under the laws of the State of Delaware in accordance with its terms.  This amendment is not intended to negate the application of Delaware law to the interpretation and enforcement of a limited liability company agreement that does not explicitly provide for the application of Delaware law or to negate the application of the internal affairs doctrine to Delaware limited liability companies. Section 31.  This section provides that the proposed amendments of the Act shall become effective August 2, 2010.

Full Text available here.
Current Bill Status: May 04, 2010, assigned to Judiciary Committee in Senate

HB 374
An act to amend Chapter 15, Title 6 of the Delaware Code relating to the creation, regulation, operation and dissolution of Domestic Partnerships and the registration and regulation of Foreign Limited Liability Partnerships. This bill continues the practice of amending periodically the Delaware Revised Uniform Partnership Act (the "Act") to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act. Sections 1, 3, 6, 11, 12, 13, 14, 15, 16, 17 and 18. Sections 1, 3, 6, 11, 12, 13, 14, 15, 16, 17 and 18 amend 15-102(2), 15-105(d), 15-120, 15-902(a), 15-902(b), 15-902(c), 15-902(e), 15-902(f), 15-902(g), 15-902(k) and 15-902 of the Act to provide a mechanism to implement a short form merger under new Section 267 of Title 8 where a domestic partnership is the parent Entity (as defined in new Section 267(e)(2) of Title 8). Section 2. This section amends 15-101(12) of the Act to provide, in light of the decision of the Delaware Supreme Court in Olson v. Halvorsen, C.A. No. 1884 (Del. Supr. Dec. 15, 2009), which dealt with a limited liability company agreement, but may apply to a partnership agreement by analogy, that a partnership agreement is not subject to any statute of frauds. Sections 4 and 5. Sections 4 and 5 amend 15-112(b) and 15-113(b) of the Act to allow for service of process upon the Secretary of State thereunder by means of electronic transmission but only as prescribed by the Secretary of State, to authorize the Secretary of State to issue such rules and regulations with respect to such service as the Secretary of State deems necessary or appropriate, and to enable the Secretary of State, in the event that service is effected through the Secretary of State in accordance therewith, to provide notice of service by letter sent by a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient. Section 7. This section amends the Act to add a new 15-123 of the Act to clarify, for purposes of the laws of the State of Delaware, when a power of attorney will be irrevocable, and the effects of such irrevocability. Section 8. This section amends 15-202 of the Act to confirm the broad powers of a partnership. Section 9. This section amends 15-403(e) of the Act to clarify both the categories of information that are within its scope and that the prescribed time period for responding to an information demand may be varied by a partnership agreement. Section 10. This section amends 15-403(f) of the Act to make it consistent with other sections of the Act and to clarify and confirm that all amendments are valid if adopted in the manner provided for in the partnership agreement. Section 19. This section amends 15-1102(a) of the Act to require that a foreign limited liability partnership registering with the Secretary of State must file a certificate, as of a date not earlier than 6 months prior to the filing date, issued by an authorized officer of the jurisdiction of its formation evidencing its existence, along with, if applicable, a translation thereof under oath. Section 20. This section provides that the proposed amendments of the Act shall become effective August 2, 2010.

Full Text available here.
Current Bill Status: May 04, 2010, assigned to Judiciary Committee in Senate.

Sections 8, 10-11, 14, 18, and 20. These sections amend Sections 251(b)(3), 251(c)(4), 252(c)(4), 254(d)(4), 263(c)(4), and 264(c)(4), respectively, to clarify that in a merger the certificate of incorporation of the surviving corporation may be amended and restated in its entirety.

Section 9. This amendment to Section 251(c) clarifies that the decision to include either a copy or a summary of an agreement of merger or consolidation in a notice of a stockholder meeting need not be approved by a specific act of the board of directors. The amendment is not intended to define or limit any duty of directors relating to disclosure to stockholders in connection with the transaction.

Sections 12, 15, 19, 21-22, 27, and 30-35. These sections amend Sections 252(d), 256(d), 263(d), 264(d), 266(c)(6), 321(b), 376(b), 381(c), 381(d), 382(a), 382(c), and 390(b)(5), respectively, to allow for service of process upon the Secretary of State thereunder by means of electronic transmission but only as prescribed by the Secretary of State, to authorize the Secretary of State to issue such rules and regulations with respect to such service as the Secretary of State deems necessary or appropriate, and to enable the Secretary of State, in the event that service is effected through the Secretary of State in accordance therewith, to provide notice of service by letter sent by a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient.

Section 13. This section amends Section 253(a) solely to conform text in Section 253(a) to text in new Section 267(a).

Section 23. Section 267 is new. Section 267 provides a mechanism for a short form merger of a subsidiary corporation or corporations and a parent non-corporate entity.

Sections 24-25. These sections amend Sections 274 and 275(d), respectively, to require that a certificate of dissolution filed thereunder must set forth the date of filing of the corporation’s original certificate of incorporation with the Secretary of State.

Section 26. This amendment to Section 278 confirms that the provisions of Section 279 through Section 282, including those provisions dealing with winding up of a corporation, apply to a corporation that has expired by its own limitation.

Section 28. This section amends Section 371(b)(1) to require that the certificate from the jurisdiction of the foreign corporation’s incorporation to be filed thereunder must be as of a date not earlier than 6 months prior to the filing date.

Section 29. This section amends Section 371(b)(2) to expand the types of entities that may serve as registered agents for foreign corporations that are qualified to do business in Delaware.

Section 36. Section 36 provides that sections 1-15 and sections 18-35 shall be effective on August 2, 2010, and that sections 16-17 shall be effective only with respect to transactions consummated pursuant to agreements entered into after August 1, 2010 (or, in the case of mergers pursuant to Section 253, resolutions of the board of directors adopted after August 1, 2010 and in the case of mergers pursuant to Section 267, mergers authorized after August 1, 2010), and appraisal proceedings arising out of such transactions.

Full Text available here.
Current Bill Status: May 04, 2010, assigned to Judiciary Committee in Senate.

Hawaii
HCR 282-10
Requesting Congress to propose an amendment to the Constitution of the United States to permit Congress and the States to regulate the expenditure of funds by corporations engaging in political speech.

Full Text available here.
Current Bill Status: April 28, 2010, resolution adopted in final form.

Kentucky
SB 151
Create various new sections of new KRS Chapter 14A to create the Kentucky Business Entity Filing Act to establish uniform filing standards and procedures for business corporations, nonprofit corporations, various forms of partnerships, limited liability companies, and business trusts, with conforming amendments made to various sections located in the chapters governing the various forms of business entities; repeal various sections in KRS Chapters 271B, 272, 273, 274, 275, 279, 362, 362.1, 362.2, and 386.

Full Text available here.
Current Bill Status: April 14, 2010, signed by Governor (ACTS CH. 151)

Full Text available here.
Current Bill Status: May 13, 2010, read second time by title and referred to the Committee on Commerce, Consumer Protection and International Affairs.

Michigan
HB 6055
Campaign finance; contributions and expenditures; corporate independent expenditures; require disclosure to and approval by shareholders.

Full Text available here.
Current Bill Status: April 20, 2010, referred to the Committee on Ethics and Elections.

Mississippi
HB 683
Limited liability companies; require annual reports and revise fees.

Full Text available here.
Current Bill Status: April 16, 2010, approved by the Governor.

New Jersey
AB 2420/SB 895
Eliminates 10 day advance notification of proposed effective date of certain shareholder action.

Full Text available here.
Current Bill Status: May 6, 2010, aproved as P.L.2010, c.15.

New York
AB 10781
Prohibits political contributions by businesses that have been awarded state contracts.

Full Text available here.
Current Bill Status: April 21, 2010, referred to Governmental Operations Committee.

Oregon
HB 2086
Relating to administrative dissolution of nonprofit corporations; and declaring an emergency.

Full Text available here.
Current Bill Status: May 18, 2010, Chapter 339, (2009 Laws): Effective date June 18, 2009.

Tennessee
HB 3645/SB 3815
Business Organizations - As enacted, revises provisions regarding distinguishable names for corporations and partnerships and application for use of a name that is not distinguishable. - Amends TCA Title 48 and Title 61.

Full Text available here.
Current Bill Status: April 20, 2010, approved as Public Chapter 743

Virginia
HB 612
Corporations; payment of annual registration fees. Requires that payments of annual registration fees assessed against a corporation be applied to the corporation's oldest unpaid annual registration fee assessment or penalty. The measure provides that annual registration fees shall be due in the anniversary month of the date when the corporation was incorporated, or authorized to transact business or conduct its affairs in the Commonwealth if it is a foreign corporation. The measure also clarifies the procedure by which a corporation's corporate existence or authority to transact business or conduct its affairs in the Commonwealth is automatically terminated if it fails to pay its annual registration fee by the last day of the fourth month following the fee's due date.

Full Text available here.
Current Bill Status: April 13, 2010, Governor approved as Chapter 753.

SB 100
Stock Corporation Act; conforms provisions of Act to revisions to Model Business Corporation Act. Virginia Stock Corporation Act. Conforms provisions of the Virginia Stock Corporation Act to revisions to the Model Business Corporation Act prepared by the Business Law Section of the American Bar Association, and makes several clarifying revisions. Elements of the measure include (i) expanding provisions governing the electronic transmission of notices and other communications; (ii) providing that notice to a shareholder that is sent by U.S. mail is effective upon deposit in the U.S. Mail; currently, such mailings to shareholders are effective five days after mailing; (iii) authorizing corporate officers to make equity compensation awards; (iv) confirming shareholders' authority to adopt proxy access and proxy expense reimbursement bylaws; (v) permitting a board of directors to establish separate record dates for determining shareholders entitled to notices of, and to vote at, meetings; (vi) allowing shareholders to participate remotely in shareholders meetings; (vii) addressing the authority of a circuit court to resolve disputes relating to a vote by shareholders; (viii) repealing the existing provision that limits the power of the board of directors to alter the board's size to an amount not greater than 30 percent of its existing size; (ix) confirming the authority of a board of directors to require the corporation to provide indemnity, including advancement and reimbursement; (x) authorizing a corporation to obligate itself to provide indemnification, and advance funds to pay for or reimburse expenses, in advance of the act or omission giving rise to a proceeding; (xi) requiring class voting by affected classes with respect to mergers, unless otherwise provided in the articles of incorporation; and (xii) requiring that the articles of merger in a parent-subsidiary merger recite the Code section under which the merger is being effected.

Full Text available here.
Current Bill Status: April 21, 2010, Governor approved as Chapter 782 (effective 7/1/10)