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LAWS
OF' THE
STATE OF DELAWARE
ONE HUNDRED AND THIRTY FIRST
GENERAL ASSEMBLY
FIRST SESSION COMMENCED AND HELD AT DOVER
On Tuesday, January 13, A. D.
1981
SECOND SESSION COMMENCED AND HELD AT DOVER
On Tuesday, January 12, A. D.
1982
VOLUME LXIII
Object Description
| Rating | |
| Title | Laws of the State of Delaware - Volume 63 |
| Description | Laws Of' The State Of Delaware One Hundred And Thirty First General Assembly First Session Commenced And Held At Dover On Tuesday, January 13, A.D. 1981 Second Session Commenced And Held At Dover On Tuesday, January 12, A.D. 1982 Volume LXIII |
| Creator | Delaware |
| Creator2 | Delaware General Assembly |
| Publisher | Department of State |
| Type | Text |
| Format | |
| Full Text | LAWS OF' THE STATE OF DELAWARE ONE HUNDRED AND THIRTY FIRST GENERAL ASSEMBLY FIRST SESSION COMMENCED AND HELD AT DOVER On Tuesday, January 13, A.D. 1981 SECOND SESSION COMMENCED AND HELD AT DOVER On Tuesday, January 12, A.D. 1982 VOLUME LXIII CHAPTER 1 FORMERLY SENATE BILL NO. 48 AS AMENDED BY SENATE AMENDMENT NO.1 AN ACT TO AMEND CHAPTER 58A, TITLE 29 OF THE DELAWARE CODE RELATING TO LAWS REGULATING THE CONDUCT OF OFFICERS AND EMPLOYEES OF THE STATE TO PROVIDE FOR HANDLING OF MEDICAID FUNDS. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE: Section 1. Amend 29, Del. C. $5854 by redesignating paragraph (g) as paragraph (h) and substituting a new paragraph (g) as follows: "(g) No (i) State employee who is directly responsible for the expenditure of funds under the state's plan for the administration of medicaid funds, or (it) individual who formerly was such an employee, or (iii) (partner of such an employee or individual shall commit any act with respect to said State plan which would be prohibited by 18 U.S.C. $207 if committed with respect to any activity concerning the United States government." Section 2. Amend 29 Del. C. $5855 by adding a new section to be designated as section (k): "(k) No (0 state employee who is directly responsible for the expenditure of funds under the state plan for the administration of medicaid funds, or (ii) individual who formerly was such an employee, or (iii) partner of such an employee or individual, shall commit any act with respect to said State plan which would be prohibited by 18 U.S.C. $208 if committed with respect to activity concerning the United States government." Approved February U, 1981. 1 2 CHAPTER 2 FORMERLY HOUSE BILL NO. 28 AS AMENDED BY HOUSE AMENDMENT NOS. 1 AND 2 AN ACT TO AMEND TITLE 5 AND TITLE 6 OF THE DELAWARE CODE BY PROVIDING FOR THE ACQUISITION OF STOCK IN DELAWARE BANKS BY OUT-OF-STATE BANK HOLDING COMPANIES; BY PROVIDING FOR THE REGULATION OF BANK REVOLVING CREDIT AND CLOSED END CREDIT; BY PROVIDING RULES FOR THE TAXATION OF INCOME OF NON-UNITED STATES BRANCH OFFICES OF DELAWARE BANKS; BY ADOPTING NEW RATES FOR THE TAXATION OF NET INCOME OF BANKS IN EXCESS OF $20 MILLION DOLLARS; BY ELIMINATING CEILINGS ON INTEREST RATES WHICH MAY BE CHARGED IN RESPECT OF SMALL LOANS, SECONDARY MORTGAGE LOANS, MOTOR VEHICLE LOANS AND RETAIL INSTALLMENT SALES; BY PROVIDING FOR REFUNDS OF PRECOMPUTED INTEREST CHARGES IN ACCORDANCE WITH THE ACTUARIAL METHOD; BY PROVIDING FOR THE ISSUANCE OF REGULATIONS BY THE BANK COMMISSIONER ESTABLISHING REASONABLE TIMES FOR THE OPENING OF A BRANCH OF A SAVINGS BANK; BY REGULATING THE MAKING OF LOANS DIRECTLY OR INDIRECTLY TO DIRECTORS AND EXECUTIVE OFFICERS OF BANKS; AND BY DELETING FROM THE CODE PREVIOUSLY REPEALED PROVISIONS RELATING TO THE COLLECTION, PAYMENT AND DISHONOR OF DEMAND ITEMS AND REVOCATION OF LETTERS OF CREDIT; AND TO AMEND TITLE 30 TO PROVIDE FOR THE TAXATION OF AFFILIATED FINANCE COMPANIES. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE: Section 1. This Act may be referred to as "The Financial Center Development Act". Section 2. Amend Title 5, Delaware Code, by adding a new Chapter 8 as follows: "CHAPTER 8. ACQUISITION OF STOCK IN BANKS LOCATED IN THE STATE OF DELAWARE BY OUT-OF-STATE BANK HOLDING COMPANIES. S801. Definitions As used in this chapter: 'Bank' means a bank or trust company created under this title or a national banking association created under the National Bank Act, 12, U.S.C. SS21, et m., after the effective date of this chapter. 'Out-of-state bank holding company' means a bank holding company as defined in the Bank Holding Company Act of 1956, as amended (12 U.S.C. SS1481 at sm.), with banking subsidiaries whose operations are principally conducted in a state other than Delaware. For the purposes of this chapter, the state in which the operations of a bank holding company's bank subsidiaries are principally conducted is that state in which the total deposits of all such banking subsidiaries are greatest. 'Commissioner' means the State Bank Commissioner of the State of Delaware. 'Divest' means to transfer all interest, legal or equitable, to a person or other entity in which the transferor has no interest, direct or indirect, or which has no interest, direct or indirect, in the transferor. 'Located in this State' means, with respect to state-chartered banks, banks created under the law of this State and, with respect to national banking associations, banks whose organization certificate identifies an address in this State as the place at which its discount and deposit operations are to be carried out. (0, 'Subsidiary' means, with respect to an out-of-state bank holding company, (1) any company 25% or more of whose voting shares Is directly or indirectly owned or controlled by such bank holding company, or is held by it with power to vote; or (2) any company the election of a majority of whose directors is controlled in any manner by such bank holding company. S802. Purpose This chapter deals with conditions under which out-of-state bank holding companies or subsidiaries thereof may acquire and hold shares of voting stock In banks located in this State; It shall not be construed to limit the powers granted to any bank in this State to conduct its business. Chapter 2 3 $803. Acquisitions Except as provided in 61842 of Title 12 of the United States Code and as provided herein, no out-of-state bank holding company or any subsidiary thereof may acquire or hold, directly or indirectly, more than 5% of any voting shares of, interest in, or all or substantially all of the assets of any bank located in this State. Notwithstanding the foregoing, an out-of-state bank holding company or any subsidiary thereof may acquire and hold all or substantially all of the voting shares of a single bank located in this State when and for so long as the following conditions are satisfied: The bank whose stock is to be acquired is a newly established bank that has or will have when chartered no more than a single office located in this State open to the public for the conduct of banking business; The bank whose stock is to be acquired has or will have on the date of commencement of banking business in this State a minimum capital stock and paid-in surplus of 10 million dollars and will have within one year of the date of its commencement of banking business in this State a minimum capital stock and paid-in surplus of 25 million dollars; (a) The bank whose stock Is to be acquired employs on the date of commencement of its banking business In this State or will employ within one year of such date not less than 100 persons in this State in its business; The bank whose stock is to be acquired is operated in a manner and at a location that is not likely to attract customers from the general public in this State to the substantial detriment of existing banking institutions located In this State; provided that such bank may be operated in a manner likely to attract and retain customers with whom that bank, the out-of-state holding company or such holding company's bank or non-banking subsidiaries have or have had business relations; and Such acquisition has received the prior approval of the Commissioner. S804. Approval by the Commissioner Any out-of-state bank holding company or subsidiary thereof proposing an acquisition pursuant to S803 of this chapter shall file an application with the Commissioner for approval to make such acquisition. Such application shall contain such information as the Commissioner may by regulation require, and shall specifically acknowledge applicant's agreement to be bound by the conditions set forth in S803 of this chapter. In addition, such application shall designate a resident of this State as applicant's agent for the service of any paper, notice or legal process upon applicant in connection with matters arising out of this chapter and shall be accompanied by a filing fee in the amount of five thousand dollars for the we of the State. In determining whether to approve an acquisition by an out-of-state bank holding company or any subsidiary thereof of any voting stock of a bank located in this State, the Commissioner shall consider: (I) The financial and managerial resources of the out-of-state bank holding company or its subsidiary; The future prospects of the out-of-state bank holding company and the bank whose assets or shares it will acquire or its subsidiary; The financial history of the out-of-state bank holding company or its subsidiary; Whether such acquisition or holding may result in undue concentration of resources or substantial lessening of competition in this State; and The convenience and needs of the public of this State. $805. Required Reports An out-of-state bank holding company that directly or indirectly through any subsidiary, acquires voting stock of a bank pursuant to this chapter shall file with the Commissioner copies of all regular and periodic reports which such bank holding company is required to file under SS13 or 15(d) of the Securities and Exchange Act of 1934, as amended, but excluding any portions not available to the public. S806. Rules, Regulations and Orders The Commissioner may adopt rules and regulations and Issue Orders under this chapter for the following purposes: 4 ' Chapter 2 (a) To prescribe information or forms required in connection with an application pursuant to 5804(a); (b) To establish procedures in connection with approvals pursuant to S804(b) and the filing of required reports pursuant to 5805; (c) To issue orders under 5807 and establish procedures governing such issuances. S807. Divestiture Upon his determination that any out-of-state bank holding company or subsidiary thereof is holding stock in a bank located in this State in violation of the conditions set forth in 5803 or of its agreement pursuant to 5804(a) of this chapter the Commissioner may order such out-of-state holding company or subsidiary thereof to take steps to remedy such violation by a date certain. The Commissioner shall have the authority to order an out-of-state bank holding company or subsidiary thereof to divest any shares of a bank that it has acquired under the provisions of this chapter upon his determination that such holding company or subsidiary continues to own shares of stock of a bank located in this State in violation of the conditions contained in 5803 or of its agreement pursuant to 5804(a) of this chapter after the date fixed for compliance by any Order Issued under subparagraph (a) of this 5807. (e) An out-of-state bank holding company or subsidiary thereof shall divest any shares of a bank that it has acquired under the provisions of this chapter within two years of the date an Order issued under subparagraph (b) of this S807 becomes final and subject to no further judicial review; provided that the Commissioner may extend such two-year period for a further period or periods upon his determination that such an extension would not be detrimental to the public interest. (d) The Court of Chancery of the State of Delaware will have exclusive original jurisdiction of any judicial review of an Order issued under subsection (b) of this section, any other provision of law notwithstanding. Such review may be sought by the out-of-state bank holding company or subsidiary thereof that is the subject of such divestiture order at any time within one year of the date of such Order. Review of a divestiture order shall be de novo and such order will be specifically enforced by the Court of Chancery upon a final determine orrithat at the time of Its issuance, the divestiture order was valid in all respects. An Order issued under subsection (a) of this section shall not be subject to judicial review. S808. Severability If any provision of this chapter is held invalid, such invalidity shall not affect any other provisions or applications of this chapter which can be given effect without the invalid provision, except that if any two provisions of 5803 are for any reason held invalid as conditions of the statutory grant contemplated by this chapter and unenforceable as terms of an agreement under 5804(a) of this chapter, in final orders subject to no further judicial review, entered by Courts of competent jurisdiction of this State or of the United States, no out-of-state bank holding company or any subsidiary thereof may thereafter acquire shares of a bank located in this State pursuant to this chapter." Section 3. Amend Title 5, Delaware Code, by redesignating the existing Chapter 9 as Subchapter I of Chapter 9 entitled "General Provisions". Section 4. Amend Title 5, Delaware Code, by adding to Chapter 9 a new Subchapter II as follows: "Subchapter II. Bank Revolving Credit 5941. Definitions As used in this subchapter: 'Bank' means any bank or bank and trust company organized under this Code or any other law or laws of this State and any such depository institution organized under the authority of the United States and having its principal place of business in this State. 'Borrower' means any corporation, partnership, association, government or governmental subdivision or agency, trust, individual or other entity. (e) 'Individual borrower' means a borrower who is a natural person borrowing for personal, household or family purposes. (d) 'Revolving credit plan' or 'plan' means a plan contemplating the extension of credit under an account governed by an agreement between a bank and a borrower pursuant to which: Chapter 2 5 The bank permits the borrower and, if the agreement governing the plan so provides, persons acting on behalf of or with authorization from the borrower, from time to time to make purchases and/or to obtain loans by use of a credit device; 'the amounts of such purchases and loans are charged to the borrower's account under the revolving credit plan; The borrower is required to pay the bank the amounts of all purchases and loans charged to such borrower's account under the plan but has the privilege of paying such amounts outstanding from time to time in full or in installments; and Interest may be charged and collected by the bank from time to time on the outstanding unpaid indebtedness under such plan. 'Purchases' mean payments for property of whatever nature, real or personal, tangible or intangible, and payments for services, licenses, taxes, official fees, fines, private or governmental obligations, or any other thing of value. 'Loans, mean cash advances or loans to be paid to or for the account of the borrower. 'Credit device' means any card, check, identification code or other means of identification contemplated by the agreement governing the plan. 'Outstanding unpaid indebtedness' means on any day an amount not in excess of the total amount of purchases and loans charged to the borrower's account under the plan which is outstanding and unpaid at the end of the day, after adding the aggregate amount of any new purchases and loans charged to the account as of that day and deducting the aggregate amount of any payments and credits applied to that indebtedness as of that day and, if the agreement governing the plan so provides, may include the amount of any interest and additional charges, including late or delinquency charges, which have accrued in the account and which are unpaid at the end of the day. 5942. Extension of Credit under Revolving Credit Plan Any bank may, subject to any limitations on lending authority contained in its charter or otherwise imposed by law and subject to the other provisions of this subchapter, offer and extend credit under a revolving credit plan to a borrower and in connection therewith may charge and collect the interest and other charges permitted by this subchapter and may take such security as collateral in connection therewith as may be acceptable to the bank. Without limitation of the foregoing, credit may be extended under a revolving credit plan by a bank's acquistion of obligations arising out of the honoring by a merchant, a bank or other financial institution (whether chartered or organized under the laws of this or any other state, the District of Columbia, the United States or any district, territory or possession of the United States, or any foreign country), or a government or governmental subdivision or agency of a credit device made available to a borrower under a plan, whether directly or indirectly by means of telephone, point of sale terminal, automated teller machine or other electronic or similar device or through the mails. S943. Interest A bank may charge and collect Interest under a revolving credit plan on outstanding unpaid indebtedness in the borrower's account under the plan at such daily, weekly, monthly, annual or other periodic percentage rate or rates as the agreement governing the plan provides or as established in the manner provided in the agreement governing the plan. If the applicable periodic percentage rate under the agreement governing the plan Is other than daily, interest may be calculated on an amount not in excess of the average of outstanding unpaid indebtedness for the applicable billing period, determined by dividing the total of the amounts of outstanding unpaid indebtedness for each day in the applicable billing period by the number of days in the billing period. If the applicable periodic percentage rate under the agreement governing the plan is monthly, a billing period shall be deemed to be a month or monthly if the last day of each billing period is on the same day of each month or does not vary by more than four days therefrom. 5944. Variable Rates If the agreement governing the revolving credit plan so provides, the periodic percentage rate or rates of interest under such plan may vary in accordance with a schedule or formula. Such periodic percentage rate or rates may vary from time to time as the rate determined in accordance with such schedule or formula varies and such periodic percentage rate or rates, as so varied, may be made applicable to all outstanding unpaid indebtedness under the plan on or after the effective date of such variation including any such indebtedness arising out of purchases made or loans obtained prior to such variation in the periodic percentage rate or rates. 5950. Delinquent installments. If the agreement governing a revolving credit plan so provides, a bank may, in the case of a 6 Chapter 2 $945. Additional Charges In addition to or in lieu of interest at a periodic percentage rate or rates as provided in S5943 and 944 of this subchapter, a bank may, if the agreement governing the revolving credit plan so provides, charge and collect one or more of the following: A daily, weekly, monthly, annual or other periodic charge in such amount or amounts as the agreement may provide for the privileges made available to the borrower under the plan; A transaction charge or charges in such amount or amounts as the agreement may provide for each separate purchase or loan under the plan; and A minimum charge for each daily, weekly, monthly, annual or other scheduled billing period under the plan during any portion of which there is an outstanding unpaid indebtedness under the plan. $946. Purchases and Loans - Differing Terms A bank may, if the agreement governing a revolving credit plan so provides, impose different terms (including, without limitation, the terms governing the periodic percentage rate or rates used to calculate interest, the method of computing the outstanding unpaid indebtedness to which such rate or rates are applied, the amounts of other charges and the applicable installment repayment schedule) in respect of indebtedness arising out of purchases and indebtedness arising out of loans made under the plan. $947. Overdraft Accounts If credit under a revolving credit plan is offered and extended in connection with a demand deposit account or other transaction account maintained by the borrower with the bank pursuant to an agreement or arrangement whereby the bank agrees to honor checks, drafts or other debits to such account, which if paid would create or increase a negative balance in such account, by making extensions of credit to such borrower under such revolving credit plan, any charges customarily imposed by the bank under the terms governing such demand deposit or other transaction account in the absence of any associated revolving credit plan (including, without limitation, check charges, monthly maintenance charges, checkbook charges, charges for checks drawn on funds in excess of an available line of credit and other similar charges) may continue to be imposed on such account without specific reference thereto or incorporation thereof by reference in the agreement governing the revolving credit plan and the amount of any such charge, to the extent the balance in such demand deposit or other transaction account is insufficient to pay such a charge, may be charged to the borrower's account under the plan as a loan thereunder and may be included in outstanding unpaid indebtedness in accordance with the terms of the agreement governing such revolving credit plan. 5948. Omitted installments. A bank may at any time and from time to time unilaterally extend to a borrower under a revolving credit plan the option of omitting monthly installments. $949. Insurance. A bank may request but not require an individual borrower to be Insured in respect of a revolving credit plan under a life, health, accident, health and accident or other credit or other permissible insurance policy, whether group or individual, and in the event that an Individual borrower's outstanding unpaid indebtedness under the plan is secured by an interest in real or personal property, a bank may require the borrower to obtain insurance, from an insurer acceptable to the bank, against loss of or damage to such property, or against the liability arising out of the ownership or use of the property and may finance the premiums for such insurance. In the case of a borrower borrowing under a revolving credit plan for other than personal, household or family purposes, a bank may require the borrower to obtain insurance, from an Insurer acceptable to the bank, under a life, health, accident, health and accident or other credit or other permissible insurance policy, whether group or individual, and in the event that the borrower's outstanding unpaid indebtedness under the plan is secured by an Interest in real or personal property, the bank may require the borrower to obtain insurance, from an Insurer acceptable to the bank, against loss of or damage to such property, or against the liability arising out of the ownership or use of the property and may finance the premiums for such insurance. (e) The offer and placement of insurance under this section shall be subject in all respects to the applicable provisions of Title 18 of this Code. Chapter 2 7 non-individual borrower, charge a higher periodic percentage rate or rates of interest on outstanding unpaid installment payments or portions thereof under the plan which are in default, and, in the case of any borrower, impose a late or delinquency charge upon such installment payments or portions thereof; provided, however, that no more than one such late or delinquency charge may be imposed in respect of any single such installment payment or portion thereof regardless of the period during which it remains in default and provided further, however, that for the purpose only of the preceding proviso all payments by the borrower shall be deemed to be applied to satisfaction of installment payments in the order in which they become due. 5951. Attorney's fees; collection costs. In the event a borrower defaults under the terms of a plan and the bank refers the borrower's account to an attorney (not a regularly salaried employee of the bank) for collection, the bank may, if the agreement governing the revolving credit plan so provides, charge and collect from the borrower a reasonable attorney's fee and, in addition, if the agreement governing the revolving credit plan so provides, the bank may recover from the borrower all court or other collection costs actually incurred by the bank in connection with a collection proceeding. 5952. Changes in terms. A bank may, if the agreement governing a revolving credit plan so provides, at any time or from time to time amend the terms of such agreement (including, without limitation, the terms governing the periodic percentage rate or rates used to calculate interest, the method of computing the outstanding unpaid indebtedness to which such rate or rates are applied, the amounts of other charges and the applicable installment repayment schedule) in accordance with the further provisions of this section. The bank shall notify each affected borrower of the amendment in the manner set forth in the agreement governing the plan and in compliance with the requirements of the Truth-In-Lending Act 115 U.S.C. S1601 et s_ q.1, and regulations promulgated thereunder, as in effect from time to time, if applicable; provided, however, that if such amendment has the effect of increasing the interest or other charges to be paid by the borrower, the bank shall mail or deliver to the borrower, at least 15 days before the effective date of the amendment, a clear and conspicuous written notice which shall describe the amendment and the existing term or terms of the agreement affected by the amendment and shall also set forth the effective date of the amendment and the pertinent information contemplated by the following provisions of this section. If the amendment has the effect of increasing the interest or other charges to be paid by the borrower, such amendment shall become effective only if the borrower uses the plan after a date specified in the notice which is at least 15 days after the giving of the notice (but which need not be the date the amendment becomes effective) by making a purchase or obtaining a loan, or if the borrower indicates to the bank in writing such borrower's express agreement to the amendment. Any such amendment may become effective as to a particular borrower as of the first day of the billing period during which such borrower so used such borrower's account or so indicated agreement to the amendment. Any borrower who fails to use such borrower's account or so to indicate agreement to an amendment shaU be permitted to pay the outstanding unpaid indebtedness in such borrower's account under the plan in accordance with the terms of the agreement governing the plan without giving effect to the amendment. If the terms of the agreement governing the plan, as originally drawn or as amended pursuant to this section, so provide, any amendment may, on and after the date upon which it becomes effective as to a particular borrower, apply to all then outstanding unpaid indebtedness in the borrower's account under the plan, including any such indebtedness which shall have arisen out of purchases made or loans obtained prior to the effective date of the amendment. For the purposes of this section, a decrease in the required amount of periodic installment payments shall not be deemed en amendment which has the effect of increasing the interest to be paid by the borrower. The procedures for amendment by a bank of the terms of a plan to which a borrower other than an individual borrower is a party may, in lieu of the foregoing provisions of this 5952, be as the agreement governing the plan may otherwise provide. 5953. Application of other statutes. The provisions of any other law of this State limiting the rate or amount of interest, discount, points, finance charges, service charges, or other charges which may be charged, taken, collected, received, or reserved shall not apply to extensions of credit under a revolving credit plan operated in accordance with this subchapter. 5954. Non-exclusivity; severability; captions. (a) The provisions of this subchapter are not exclusive and a bank may at its option elect to Chapter 2 extend credit either pursuant to this subchapter or as otherwise permitted by applicable law. If any provision of this subchapter is held invalid, such invalidity shall not affect any other provisions or applications of this subchapter which can be given effect without the invalid provision. Section headings and captions contained in this subchapter are inserted only as a matter of convenience and for reference and do not, and shall not be construed to, define, limit, extend or describe the scope of the provisions of this subchapter or the meaning or intent of any section hereof." Section 5. Amend Title 5, Delaware Code, by adding to Chapter 9 a new Subchapter III as follows: "Subchapter III. Bank Closed End Credit. 5961. Definitions. As used in this subchapter: 'Bank', 'borrower' and 'individual borrower' have the meanings given in subchapter II of this chapter. 'Closed End Credit' means the extension of credit by a bank to a borrower pursuant to an arrangement or agreement which is not a revolving credit plan as defined in subchapter II of this chapter. 'Loan' means any single extension of closed end credit. 5962. Extension of closed end credit. Any bank may, subject to any limitations on lending authority contained in Its charter or otherwise imposed by law and subject to the other provisions of this subchapter, offer and extend closed end credit to a borrower and in connection therewith may charge and collect the interest and other charges permitted by this subchapter and may take such security as collateral In connection therewith as may be acceptable to the bank. 5963. Interest. A bank may charge and collect interest in respect of a loan at such daily, weekly, monthly, annual or other periodic percentage rate or rates as the agreement governing, or the bond, note or other evidence of, the loan provides or as established in the manner provided in such agreement, bond, note or other evidence of the loan and may calculate such interest by way of simple interest or such other method as the agreement governing, or the bond, note or other evidence of, the loan provides. If the interest is preeomputed it may be calculated on the assumption that all scheduled payments will be made when due. For purposes hereof, a year may but need not be a calendar year and may be such period of from 360 to 366 days, including or disregarding leap year, as the bank may determine. 5964. Variable rates. If the agreement governing, or the bond, note or other evidence of, the loan so provides, the periodic percentage rate or rates of interest charged and collected in respect of the loan may, if the interest is not precomputed and taken in advance, vary in accordance with a schedule or formula. Such periodic percentage rate or rates may vary from time to time as the rate determined in accordance with such schedule or formula varies and such periodic percentage rate or rates, as so varied, may be made applicable to any or all outstanding and unpaid amounts of such loan on and after the effective date of such variation. This section shall not be construed to limit the authority of a bank to charge and collect interest in respect of a loan in the manner and at the rate or rates authorized in any other section of this subchapter. S965. Additional charges. In addition to or in lieu of interest at a periodic percentage rate or rates permitted by 5 5 963 and 964 of this subchapter, a bank may charge and collect, in respect of a loan: (I) Loan fees, points, finders fees and other front-end and periodic charges; provided, however, that in the case of a loan to an individual borrower, no such front-end or periodic charge may be charged and collected unless the agreement governing, or the bond, note or other evidence of, the loan so provides: (2) Reasonable fees for services rendered or for reimbursement of expenses incurred in good faith by the bank or its agents in connection with such loan, including, without limitation, Chapter 2 9 commitment fees, official fees and taxes, premiums or other charges for any guarantee or insurance protecting the bank against the borrower's default or other credit loss, or costs incurred by reason of examination of title, inspection, recording and other formal acts necessary or appropriate to the security of the loan, filing fees, attorneys' fees, and travel expenses; provided, however, that in the case of a loan to an individual borrower, no such fee may be charged and collected unless the agreement governing, or the bond, note or other evidence of, the loan so provides. 5986. Deferred installments. A bank may at any time or from time to time permit a borrower to defer installment payments of a loan and may, in connection with such deferral, charge and collect deferral charges and may also require payment by such borrower of the additional cost to the bank of premiums for continuing In force, until the end of such period of deferral, any insurance coverage provided in connection with the loan pursuant to 5967 of this subchapter. 5967. Insurance. A bank may request but not require an individual borrower to be insured in respect of a loan under a life, health, accident, health and accident or other credit or other permissible Insurance policy, whether group or individual, and in the event that a loan to an individual borrower is secured by an interest In real or personal property, the bank may require the borrower to obtain insurance, from an insurer acceptable to the bank, against loss of or damage to such property, or against the liability arising out of the ownership or use of the property and may finance the premiums for such insurance. In the case of a borrower borrowing for other than personal, household or family purposes, a bank may require the borrower to obtain insurance, from an insurer acceptable to the bank, under a health, accident, health and accident or other credit or other permissible insurance policy, whether group or individual, and in the event that the borrower's loan is secured by an interest in real or personal property, the bank may require the borrower to obtain insurance, from an insurer acceptable to the bank, against loss of or damage to such property, or against the liability arising out of the ownership or use of the property and may finance the premiums for such insurance. The offer and placement of insurance under this section shall be subject in all respects to the applicable provisions of Title 18 of this Code. 5988. Delinquent installments. If the agreement governing a loan so provides, a bank may, in the case of a non-individual borrower, charge a higher periodic percentage rate or rates of interest on outstanding unpaid installment payments or portions thereof under the loan which are in default, and, In the case of any borrower, impose a late or delinquency charge upon such installment payment or portion thereof; provided, however, that in the case of a loan to an individual borrower, no such late or delinquency charge may be charged or imposed unless the agreement governing, or the bond, note or other evidence of, the loan so provides and that no more than one such late or delinquency charge may be imposed in respect of any single such installment payment or portion thereof regardless of the period during which it reraalns in default, and provided further, however, that for the purpose only of the proceeding proviso all payments by the borrower shall be deemed to be applied to satisfaction of installment payments in the order in which they become due. 5969. Prepayment. An individual borrower may prepay a loan in full at any time. If interest charged pursuant to 5963 of this subchapter in respect of a loan to an individual borrower has been precomputed and taken in advance, then, in the event of prepayment of the entire indebtedness, the bank shall refund to such borrower the unearned portion of the precomputed interest charge. This refund shall be in an amount not less than the amount which would be refunded if the unearned precomputed interest charge were calculated in accordance with the actuarial method, except that the borrower shall not be entitled to a refund which is less than five dollars. The unearned portion of the precomputed interest charge is, at the option of the bank, either: (1) That portion of the precomputed interest charge which Is allocable to all originally scheduled or, if deferred, all deferred payment periods, or portions thereof, ending subsequent to the date of prepayment. The unearned precomputed interest charge is the total of that which would have been earned for each such period, or portion thereof, had the loan not been precomputed, by applying to unpaid balances of principal, according to the actuarial method, an annual percentage rate based on the precomputed interest charges, assuming that all payments were made as scheduled, or as deferred, if deffered. The bank, at its option, may round this annual percentage rate to the nearest one-quarter of one percent; or (2) The total precomputed interest charge less the earned precomputed interest charge. The earned precomputed interest charge shall be determined by applying an annual percentage rate based on the total precomputed interest charge, under the actuarial method, to the unpaid balances for the actual time those balances were unpaid up to the date of prepayment. (c) As used in subsection (b) of this section: 'Actuarial method' means the method of allocating payments made on a loan between the outstanding balance of the loan and interest pursuant to which a payment is applied first to the accumulated interest and any remainder is subtracted from the outstanding balance of the loan. 'Precomputed interest charge' means interest as computed by the add-on, discount or other similar method. 'Payment period' means the time period within which periodic installment payments of a loan are due as provided in the agreement governing, or the bond, note or other evidence of, the loan. (d) If a charge was made to an Individual borrower for premiums for insuring such borrower under an Insurance policy pursuant to 5967 of this subchapter, then, in the event of prepayment, the bank shall refund to such borrower the excess of the charge to such borrower therefor over the premiums paid or payable to the bank, If such premiums were paid or payable by the bank periodically, or the refund for such insurance premium received or receivable by the bank, If such premium was paid or payable In a lump sum by the bank, provided that no such refund shall be required If it amounts to less than five dollars. (e) In connection with any prepayment of any loan by an individual borrower, the bank may not Impose any prepayment charge, except that in the case of a residential mortgage loan, the bank may charge and collect any prepayment penalty or charge specified in the agreement governing, or the bond, note or other evidence of, the loan. (f) The terms of prepayment of any loan made to a borrower other than an individual borrower shall be as the bank and the borrower may agree. 5970. Refinancing. An individual borrower may, with the consent of the bank, refinance the entire outstanding and unpaid amount of a loan, and the bank may charge and collect a refinancing charge in connection with any such refinancing. For the purposes of this section, the entire outstanding and unpaid amount of a loan shall be deemed to be: If the Interest and charges in respect of the loan were not taken In advance, the tote/ of the unpaid balance and the accrued and unpaid interest and charges on the date of refinancing; or If the interest and charges on the loan were precomputed and taken in advance, the amount which the borrower would have been required to pay upon prepayment on the date of refinancing pursuant to 5969 of this subchapter governing refund upon prepayment. 5971. Attorneys fees; collection costs (e) In the event an Individual borrower defaults under the terms of a loan and the bank refers such borrower's account to an attorney (not a regularly salaried employee of the bank) for collection, the bank may, If the agreement governing, or the bond, note, or other evidence of, the loan so provides, charge and collect from the borrower a reasonable attorney's fee and, In addition, if the agreement governing, or the bond, note or other evidence of, the loan so provides, the bank may recover from the borrower all court and other collection costs actually Incurred by the bank in connection with a collection proceeding. 5972. Loans to non-individual borrowers This subchapter shall not be deemed to prohibit a bank, in connection with a loan to other than an individual borrower, from: (I) Extending or deferring the scheduled payment of all or any portion of any installment or installments payable under such loan; (2) Permitting prepayment or refinancing of such loan in whole or In part; 10 Chapter 2 Chapter 2 11 Charging and collecting any charges in connection with the matters referred to in paragraphs (1) and (2) of this section; or Charging and collecting late or delinquency charges, attorneys' fees or collection charges. 5973. Applicability of other statutes The provisions of any other law of this State limiting the rate or amount of Interest, discount, points, finance charges, service charges or other charges which may be charged, taken, collected, received or reserved shall not apply to extensions of credit made in accordance with this subchapter. 5974. Non-exclusivity; severability; captions The provisions of this subchapter are not exclusive and a bank may at its option elect to extend credit either pursuant to this subchapter or as otherwise permitted by applicable law. If any provision of this subchapter is held invalid, such invalidity shall not affect any other provisions or applications of this subchapter which can be given effect without the invalid provison. Section headings and captions contained in this subchapter are inserted only as a matter of convenience and for reference and do not, and shall not be construed to, define, limit, extend or describe the scope of the provisions of this subchapter or the meaning or intent of any section hereof." Section 6. Amend Section 1101, Title 5, Delaware Code, by striking the period at the end thereof and adding the following: nand by the net income shown on the books of account of any non-United States branch office established pursuant to Section 771 of this chapter in the case of a bank or trust company or established pursuant to federal law in the case of a national bank, provided that at least 80 percent of the gross income of such non-United States branch office constitutes 'income from sources without the United States' as defined under Section 862(a) of the Internal Revenue Code of 1954 as amended or any successor provisions thereto." Section 7. Amend Section 1105, Title 5, Delaware Code, by striking such section In its entirety and substituting In lieu thereof the following: "51105. Rate of taxation The rate of tax upon the net income as defined in this chapter of banks, trust companies and national banks shall be as follows: 8.7% of the amount of net income not in excess of $20,000,000; 6.7% of the amount of net income in excess of $20,000,000 but not in excess of $25,000,000; 4.7% of the amount of net income in excess of $25,000,000 but not in excess of $30,000,000; 2.7% of the amount of net income In excess of $30,000,000." Section 8. Amend Section 2108, Title 5, Delaware Code, by deleting such section in its entirety and substituting in lieu thereof the following: "52108. Requirements as to Loans, Interest and other Charges and Terms; Deferements, Prepayments and Refinancing The holder of any certificate of registration from the State Bank Commissioner, granted pursuant to this chapter, and any state bank or trust company organized under this Code or any other laws of this State, or any national bank (without obtaining such certificate of registration) may lend money to any person, firm or corporation in any sum not exceeding $500, to be repaid in periodic installments, taking the obligation of the borrower therefore, with any security that may be acceptable to the lender. Any such association, firm, partnership or corporation having a paid-in capital which is not subject to withdrawal and which shall exceed $10,000, may make such loans In amounts to any one borrower In excess of $500, but not exceeding 10% of the paid-in capital stock and surplus of such lender. Loan repayments may be In weekly, monthly or other periodic installments, with the right of the lender to declare the entire unpaid balance due and payable in the event of default in the payment of any installment for a period of 30 days. On any loan made pursuant to this section, the lender may charge and collect interest in respect thereof at such daily, weekly, monthly, annual or other periodic percentage rate or rates and may calculate such interest by way of simple interest or such other method as the agreement governing the loan provides. No charge in addition to such interest may be imposed except as hereinafter in this section provided. On any loan made pursuant to this section, the lender may at any time or from time to time permit a borrower to defer installment payments of the loan and may, in connection with such deferral, charge and collect deferral charges and may also require payment by such borrower of the additional cost to the lender of premiums for continuing in force, until the end of such period of All 12 Chapter 2 deferral, any insurance coverage provided in connection with the loan pursuant to subsection (d) of this section, (e) A lender may impose a delinquency charge upon all or any portion of any installment or installments payable under a loan made pursuant to this section which is or are in default for a period not less than 10 days; provided, however, that no such delinquency charge may be charged or Imposed unless the agreement governing the loan so provides and that no more than one such delinquency charge may be Imposed In respect of any single such installment payment or portion thereof regardless of the period during which It remains in default, and provided further, that no such delinquency charge may exceed 5% of the amount of any such installment or portion thereof in default. (d) A borrower may prepay a loan made pursuant to this section In full at any time. If interest in respect of such a loan has been precomputed and taken In advance, then, in the event of prepayment of the entire indebtedness, the lender shall refund to the borrower the unearned portion of the precomputed interest charge. This refund shall be in an amount not less than the amount which would be refunded if the unearned precomputed interest charge were calculated in accordance with the actuarial method, except that the borrower shall not be entitled to a refund which Is equal to or less than one dollar. The unearned portion of the precomputed interest charge is, at the option of the lender, either: That portion of the precomputed interest charge which is allocable to all originally scheduled or, If deferred, all deferred payment period, or portions thereof, ending subsequent to the date of prepayment. The unearned precomputed interest charge is the total of that which would have been earned for each of such period, or portion thereof, had the loan not been precomputed, by applying to unpaid balances of principal, according to the actuarial method, an annual percentage rate based on the precomputed interest charges, assuming that all payments were made as scheduled, or as deferred, if deferred. The lender, at its option, may round this annual percentage rate to the nearest one-quarter of one percent; or The total precomputed interest charge less the earned precomputed interest charge. The earned precomputed interest charge shall be determined by applying an annual percentage rate based on the total precomputed interest charge, under the actuarial method, to the unpaid balances for the actual time those balances were unpaid up to the date of prepayment. (el As used in subsection (d) of this section: (I) 'Actuarial method' means the method of allocating payments made on a loan between the outstanding balance of the loan and interest pursuant to which a payment is applied first to the accumulated interest and any remainder is subtracted from the outstanding balance of the loan. (2) 'Precomputed Interest charge' means interest as computed by the add-on, discount or other similar method. 'Payment period' means the time period within which periodic installment payments of a loan are due as provided in the agreement governing the loan. If) In connection with any prepayment of a loan made pursuant to this section, the lender may not impose any prepayment charge. Borrower may, with the eonmsent of the lender, refinance the entire outstanding and unpaid amount of a loan made pursuant to this section, and the lender may charge and collect a refinancing charge In connection with any such refinancing. For the purposes of this section, the entire outstanding and unpaid amount of a loan shall be deemed to be: (I) If the interest in respect of the loan was not taken In advance, the total of the unpaid balance and the accrued and unpaid interest and charges on the date of refinancing; or (2) If the interest on the loan was precomputed and taken in advance, the amount which the borrower would have been required to pay, disregarding any prepayment charge, upon prepayment on the date of refinancing pursuant to subsection (d) of this section governing refund upon prepayment. In the event a borrower defaults under the terms of a loan made pursuant to this section and the lender refers such borrower's account to an attorney (not regularly salaried employee of the lender) for collection, the lender may, if the agreement governing the loan so provides, charge and collect from the borrower a reasonable attorney's fee and, in addition, if the agreement governing the loan so provides, the lender may recover all court and other collection costs actually incurred 'ay the lender in connection with a collection proceeding." Section 9. Amend Section 2109, Title 5, Delaware Code, by deleting such section In its entirety. Chapter 2 13 Section 10. Amend Section 2111, Title 5, Delaware Code, by deleting subsection (c)- thereof In its entirety and substituting In lieu thereof the following: "(c) In any action for the recovery or repayment of the amount loaned under this chapter the Lender shall be entitled to recover the unpaid principal amount of the loan together with pre-judgment and post-judgment interest at the rate or rates specified in the agreement governing the loan." Section 11. Amend Section 2906(h), Title 5, Delaware Code, by deleting the word "65" in the first sentence thereof and substituting in lieu thereof "$15". Section 12. Amend Section 2907, Title 5, Delaware Code, by deleting such section in its entirety and substituting in lieu thereof the following: "52907. Finance A retail Csheerl(lae) r or the holder of a retail installment contract may charge and collect a finance charge in respect of a retail installment transaction and may calculate such finance charge In the manner and at the rate or- rates specified in the contract governing the retail installment transaction. (b) Any sales finance company may purchase or acquire or agree to purchase or acquire from any seller any contract on such terms and conditions as may be agreed upon between them. Filing of the assignment, notite to the buyer of the assignment, and any requirement that the holder maintain dominion over the payments or the motor vehicle if repossessed shall not be necessary to the validity of a written assignment of a contract as against creditors, subsequent purchasers, pledgees, mortgagees and lien claimants of the seller. Unless the buyer has notice of the assignment of his contract, payment thereunder made by the buyer to the last known holder of such contract shall be binding upon all subsequent holders." Section 13. Amend Sections 2908 and 2909, Title 5, Delaware Code, by deleting such sections in their entirety and substituting in lieu thereof the following: "S2908. Prepayment (a) A buyer may prepay the debt due under a retail installment contract in full at any time. (b) if the finance charge imposed pursuant to S2907 of this chapter in respect of a retail Installment transaction has been precomputed and taken in advance, then, in the event of prepayment of the entire indebtedness, the holder shall refund to the buyer the unearned portion of the precomputed finance charge. This refund shall be in an amount not less than the amount which would be refunded if the unearned preeomputed finance charge were calculated in accordance with the actuarial method, provided that the buyer shall not be entitled to a refund which results in a net minimum finance charge of less than $25, and provided further that the holder shall not be required to refund the unearned portion of the finance charge if such amount Is less than one dollar. The unearned portion of the precomputed finance charge Is, at the option of the holder, either: That portion of the precomputed finance charge which is allocable to all originally scheduled or, if deferred, all deferred payment periods, or portions thereof, ending subsequent to the date of prepayment. The unearned precomputed finance charge is the total of that which would have been earned for each such period, or portion thereof, had the debt due under the contract not been precomputed, by applying to unpaid balances of principal, according to the actuarial method, an annual percentage rate based on the precomputed finance charge, assuming that all payments were made as scheduled, or as deferred, if deferred. The holder, at its option, may round this annual percentage rate to the nearest one-quarter of one percent; or The total precomputed finance charge less the earned precomputed finance charge. The earned precoinputed finance charge shall be determined by applying an annual percentage rate based on the total precomputed finance charge, under the actuarial method, to the unpaid balances for the actual time those balances were unpaid up to the date of prepayment. (c) As used in subsection (b) of this section: 'Actuarial method means the method of allocating payments made on a debt due under a retail installment contract between the outstanding balance of the indebtedness and the finance charge pursuant to which a payment is applied first to the accumulated finance charge and any remainder is subtracted from the outstanding balance of the indebtedness. 'Payment period' means the time period within which periodic installment payments of the indebtedness are due under the terms of a retail installment contract. 14 Chapter 2 If a charge was made to buyer for premiums for insurance in respect of a retail installment transaction, then, in the event of prepayment, the holder shall refund to such buyer the excess of the charge to such buyer therefor over the premiums paid or payable to the holder, if such premiums were paid or payable by the holder periodically, or the refund for such insurance premium received or receivable by the holder, if such premium was paid or payable in a lump sum by the holder, provided that no such refund shall be required if it amounts to less than one dollar. In connection with any prepayment of a debt due under a retail installment contract by a buyer, the holder may not impose any prepayment charge. 52909. Deffered installments A holder may at any time or from time to time permit a buyer to defer installment payments due under the terms of a retail installment contract and may, in connection with such deferral, charge and collect deferral charges and may also require payment by such buyer of the additional cost to the holder of premiums for continuing in force, until the end of such period of deferral, any insurance coverage provided in connection with the contract." Section 14. Amend Section 3121, Title 5, Delaware Code, by deleting such section in its entirety and substituting in lieu thereof the following: "53121. Interest A licensee may charge and collect interest in respect of a secondary mortgage loan at such daily, weekly, monthly, annual or other periodic pereentae rate or rates and may calculate such interest by way of simple interest or such other method as the agreement governing the loan provides." Section 15. Amend Section 3125, Title 5, Delaware Code, by deleting such section in its entirety and substituting in lieu thereof the following: "3125. Prepayment A borrower may prepay a secondary mortgage loan in full at any time. If interest charged pursuant ot 53121 of this chapter in respect of a secondary mortgage loan has been precomputed and taken In advance, then In the event of prepayment of the entire indebtedness, the licensee shall refund to such borrower the unearned portion of the precomputed interest charge. This refund shall he in a amount not less than the amount which would be refunded if the unearned precomputed interest charge were calculated in accordance with the actuarial method, except that the borrower shall not be entitled to a refund which Is less than one dollar. The unearned portion of the precomputed interest charge Is, at the option of the licensee, either: (I) That portion of the precomputed interest charge which is allocable to all originally scheduled or, if deferred, all deferred payment periods, or portion thereof, ending subsequent to the date of prepayment. The unearned precomputed interest charge is the total of that which would have been earned for each such period, or portion thereof, had the loan not been precomputed, by applying to unpaid balances of principal, according to the actuarial method, an annual percentage rate based on the precomputed interest charges, assuming that all payments were inude as scheduled, or as deferred, If deferred. The licensee, at its option, may round this annual percentage rate to the nearest one-quarter of one percent; or (2) The total precomputed interest charge less the earned precomputed Interest charge. The earned precomputed interest charge shall be determined by applying an annual percentage rate based on the total precomputed interest charge, under the actuarial method, to the unpaid balances for the actual time those balances were unpaid up to the date of prepayment. (e) As used in subsection PO of this section: (I) 'Actuarial method' moms the method of allocating payments made on a secondary mortgage loan between the outstanding balance of the loan and interest prusuant to which a payment is applied first to the accumlated interest and any remainder is subtracted from the outitanding balance of the loan. 'Precomputed interest charge' means interest as computed by the add-on, discount or other si mini. method. 'Payment deriorP means the time period within which periodic Installment payments of a loan are duo as provided in the agreement governing the loan. Chapter 2 15 (d) In connection with any prepayment of a secondary mortgage loan, the licensee may not impose any prepayment charge. Section 16. Amend Subchapter IV, Chapter 43, Title 6, Delaware Code, by striking Sections 4315, 4317, and 4319, by renumbering Section 4318 as Section 4317, and by inserting a new Section 4315 as follows: "4315. Service Charges Authorized A retail seller or the holder of a retail installment contract may charge and collect a service charge in respect of a retail installment sale and may calculate such service charge in the manner and at the rate or rates specified in the contract governing the sale." Section 17. Amend Section 4322, Title 6, Delaware Code, by deleting such section in its entirety and substituting in lieu thereof the following: "4322. Prepayment A buyer may prepay the debt due under a reatil installment contract in full at any time. If the service cherge imposed pursuant to 64315 of this subchapter in respect of a retail installment sale has been precomputed and taken in advance, then, in the event of prepayment of the entire indebtedness, the holder shall refund to such buyer the unearned portion of the precomputed service charge. This refund shall be in an amount not less than the amount which would be refunded if the unearned precomputed service charge were calculated in accordance with the actuarial method, except that the buyer shall not be entitled to a refund which is less than one dollar. The unearned protion of the precomputed service charge is, at the option of the holder, either: 0) That protion of the precomputed service charge which is allocable to all originally scheduled or, if deferred, all deferred payment periods, or portions thereof, ending subsequent to the date of prepayment. The unearned precomputed service charge is the total of that which would have been earned for each such period, or portion thereof, had the debt due under the retail installment contract not been precomputed, by applying to unpaid balances, according to the actuarial method, an annual percentage rate based on the precomputed service charge, assuming that all payments were made as scheduled, or as deferred, if deferred. The holder, at Its option, may round this annual percentage rate to the to the nearest one-quarter of one percent; or (2) The total precomputed service charge less the earned precomputed service charge. The earned precomputed service charge shall be determined by applying an annual percentage rate based on the total precomputed service charge, under the actuarial method, to the unpaid balances for the actual time those balances were unpaid up to the date of prepayment. As used In subsection (b) of this section: Cl) 'Actuarial method' means the method of allocating payments made on a debt due under a retail installment contract between the outstanding balance of the indebtedness and the service charge pursuant to which a payment is applied first to the accumulated service charge and any remainder is subtracted from the outstanding balance of the indebtedness. (2) 'Payment period' means the time period within which periodic installment payments of the indebtedness are due under the terms of a retail installment contract. If a charge was made to a buyer for premiums for insuring such buyer in respect of a retail Installment contract, then, in the event of prepayment, the holder shall refund to such buyer the excess of the charge to such buyer therefor over the premiums paid or payable to the holder, if such premiums were paid or payable by the holder periodically, or the refund for such insurance premium received or receivable by the holder If such premium was paid or payable In a lump sum by the holder, provided that no such refund shall be required If It amounts to less than one dollar. In connection with any prepayment of a debt due under a retail installment contract, a holder may not impose any prepayment charge. Section 18. Amend Section 4324, Title 5, Delaware Code, by deleting such section in its entirety and substituting In Hue thereof the following: 54324. Defered Installments A holder may at any time or from time to time permit a buyer to defer Installment payment; due under the terms of a retail installment contract and :nay, in connection with such deferral, charge and collect deferral charges and may also require payment by such buyer of the additional Chapter 2 cost to the holder of premiums for continuing in force, until the end of such period of deferral, any insurance coverage provided in connection with the contract." Section 19. Amend Section 4337, Title 6, Delaware Code, by deleting such section in its entirety and substituting in lieu thereof the following: 94337. Service Charge Subject to the other provisions of this subchapter a retail seller or the holder of a retail installment account may charge and collect a service charge computed on the outstanding unpaid indebtedness in a buyer's retail installment account and may calculate such service charge in the manner and at such daily, weekly, monthly, annual or other periodic percentage rate or rates as the agreement governing retail installment account provides; provided, however, that if the service charge as so computed is less than one dollar for any month, the holder may charge one dollar as a service charge for such month. If the applicable periodic percentage rate under the agreement governing a retail installment account is other than daily, the service charge may be calculated on an amount not in excess of the average of outstanding unpaid indebtedness for the applicable billing period, determined by dividing the total of the amounts of outstanding unpaid indebtedness for each day in the applicable billing period by the number of days in the billing period. If the applicable periodic percetage rate under the agreement governing the retail installment account Is monthly, a billing period shall be deemed to be a month or monthly if the last day of each billing period is on the same day of each month or does not vary by more than four days therefrom." Section 20. Amend Section 933, Title 5, Delaware Code, by deleting the last two sentences of subsection (a) thereof and substituting in lieu thereof the following: (a) "Any certificate of authority issued by the Commissioner shall be void and of no effect if after the expiration of a reasonable period of time, as determined by the State Bank Commissioner, such branch is not actually opened for business. The Commissioner shall by regulations prescribe the criteria to be applied in determining what constitutes a reasonable period of time." Section 21. Amend Section 909, Title 5, Delaware Code, by deleting the words "officers or employees" in subsection (d) thereof, and substituting in lieu thereof the words "executive officers." Section 22. Delete Section 925, Title 5, Delaware Code, in its entirety. Section 23. Amend Title 30 of the Delaware Code by adding a new Part VI to read as follows: "PART VI Miscellaneous Taxes 96301. Definitions As used in this chapter: 'Affiliated finance company' means a corporation substantially all of whose activity within this State is limited to the issuance of commercial paper or other debt obligations and use of the proceeds to make loans to one or more of its affiliated corporations or to purchase receivables from one or more of its affiliated corporations. 'Affiliated corporations' means two or more corporations which are members of a controlled group of corporations as defined in Section 1563 of the Internal Revenue Code of 1954. S6302. License Requirement No corporation shall carry on business as an affiliated finance company after May 1, 1981 without an unexpired license issued by the Secretary of Finance authorizing the conduct of such business. The license shall be issued by the Secretary of Finance for each calendar year. Upon payment of the tax imposed by 96303 of this Title, the Secretary shall issue the license with respect to each calendar year. 96303. Imposition of Tax The tax payable by an affiliated finance company shall be in accordance with the following table: If the capital base is: The annual license tee shall be: $0 to $99,999,999.99 $ 10,000 $100,000,000 to $224,999,999.99 $ 15,000 $225,000,000 to $749,999,999.99 $ 25,000 Over $750,000,000 $ 50,000 The 'capital base' of an affiliated finance company shall consist of its capital, surplus, and retained earings, or equivalent accounting terms, as set forth in the company's certified financial statements. S6304. Time of payment of Tax The tax imposed by S6303 shall he due and payable in a single installment on or before April 30 of the calendar year with respect to which the license is issued or as soon thereafter as the corporation shall commence operations as an affiliated finance company as shown on its certified financial statements for its fiscal year ending with or within the immediately preceding calendar year. S6305. Other State taxes, exemption Notwithstanding Title 30, all affiliated finance companies being taxed in accordance with this chapter shall be exempt from any occupational license taxes imposed by Part Ill of his Title. 96306. Administrative Provisions The Secretary of Finance may publish license and tax forms required in furtherance of this chapter. As soon as practical after a license applicaton in connection with any license under this chapter is filed, the Department of Finance shall examine the same and verify the correctness of the computation of the tee payable thereon and ascertain whether or not the amount submitted is the proper fee. (e) If the Department of Finance discovers from the examination of the license application or otherwise that the license fee is not correct, it may at any time within three years from the expiration date of the license to which the license application relates, assess the amount due on the same and give notice to the person to which the license relates of such assessment; and at the termination of 30 days from the date of such notice, the additional amount due, as determined by the Department of Finance, shall be due and payable unless the person so notified or his agent or attorney shall have, within the aforesaid 30 days, filed with the Secretary of Finance, a protest in writing over his signature from the assessment setting forth the reason for the action. If a written protest is filed, the Secretary or his delegate shall notify the taxpayer of his determination with respect thereto, and such determination shall become final upon the expiration of 30 days from the date such notice is mailed unless the taxpayer, within such 30 day period, files a petition for review with the Tax Appeal Board, if the Secretary or his delegate fails to act on any protest within 90 days from the date such protest was filed, the taxpayer may consider the protest disallowed for purposes of filing a petition with the Tax Appeal Board. The limitation of 3 years to the assessment of such additional amount due shall not apply to the assessment of such additional amounts due upon returns, license applications which are fraudulent, or where no such returns or license applications have been filed. Any person may submit to the Secretary of Finance a claim for refund of any tax or license fee imposed by this chapter alleged to have been erroneously or Illegally assessed or paid or of any interest or penalty alleged to have been collected without authority or of any sum alleged to have been excessive or In any manner wrongfully collected from such person at any time within 3 years from the expiration date of the license to which such payment relates or 30 days from the date of payment of any such amount, whichever is later. If the Secretary of Finance or his delegate disallows a claim for refund, in whole or in part, he shall notify the taxpayer of such disallowance. Such determination shall become final upon the expiration of 30 days from the date such notice was mailed unless within such 30 day period the taxpayer files a written protest with the Secretary of Finance or his delegate stating the reasons for his objection to the determination. If a written protest is filed, the Secretary or his delegate shall notify the taxpayer of his determination with respect thereto, and such determination shall become final upon the expiration of 30 days from the date such notice is mailed unless the taxpayer, within such 30 day period, files a petition for review with the Tax Appeal Board. If the Secretary or his delegate fails to act on any claim for refund within 90 days from the date such claim was filed, the taxpayer may consider the claim disallowed for purposes of filing a petition with the Tax Appeal Board. Failure to pay the taxes required under this chapter when due shall subject the taxpayer to a liability for interest at the rate of one percent per month on the principal amount due and, unless abated by the Secretary of Fianance, a civil penalty of five percent per month upon the principal amount due up to a maximum total penalty of one hundred percent of the principal amount due and payable. Interest on overpayments of such taxes shall accrue at the rate of one percent per month or fraction thereof, such accrual commencing with the 46th day after the taxpayer files a claim for refund of such overpaid taxes. Section 24. If any provision of this Act or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of the Act which can be given effect without the invalid provision or application, and to that end the provisions of this Act are declared to be severable, except that the severability provision set forth in 9808 of Chapter 8 of Title 5 of the Delaware Code as set forth in Section 2 of this Act shall control as to the severability and Chapter 2 17 18 Chapter 2 continued effectiveness of the provisions of said Chapter 8 of Title 5 of the Delaware Code. Section 25. Sections 1 through 7, inclusive, and 20 through 24, inclusive, of this Act shall take effect immediately upon its adoption. Sections 8 through 19, inclusive of this Act shall become effective on June I, 1981. Approved February 18, 1981. CHAPTER 3 FORMERLY HOUSE BILL NO. 29 AN ACT TO AMEND CHAPTER 7 OF TITLE 5 OF THE DELAWARE CODE BY ESTABLISHING THE NUMBER AND QUALIFICATIONS OF PERSONS REQUIRED TO FORM A BANK OR TRUST COMPANY CONTROLLED BY AN OUT-OF-STATE BANK HOLDING COMPANY; BY PROVIDING FOR THE ISSUANCE OF REGULATIONS BY THE BANK COMMISSIONER ESTABLISHING REASONABLE TIMES FOR THE STARTUP OF A BANK OR TRUST COMPANY OR THE OPENING OF A BRANCH; BY AMENDING THE REQUIREMEN'FS REGULATING THE PERCENTAGE OF A BANK'S CAPITAL, SURPLUS AND UNDIVIDED PROFITS WHICH MAY BE INVESTED IN REAL ESTATE; BY DELETING FROM SECTION 764 (b) A REFERENCE WHICH IS NO LONGER APPLICABLE; BY PROVIDING THAT NO LETTER OF CREDIT SHALL BE CONSTRUED AS A GUARANTEE; AND BY AUTHORIZING THE ESTABLISHMENT OF BRANCH OFFICES WITHOUT THE STATE OF DELAWARE. 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 722, Title 5, Delaware Code, by deleting such section in its entirety and substituting in lieu thereof the following: "$722. Incorporators; number and qualifications Fifteen or more persons being citizens of this State and of lawful age who associate themselves by a written agreement, hereinafter called 'articles of association,' for the purpose of forming a bank or trust company may, upon compliance with the provisions of this chapter, become a corporation, with the powers conferred by this chapter and subject to the regulations prescribed by this chapter and subject also to the regulations prescribed for banks and trust companies by any general statute of this State; provided, however, that the articles of association of any bank or trust company that, in the opinion of the Commissioner, is hereafter formed as a part of a planned acquisition of stock in a bank located in this State by an out-of-state bank holding company as defined in $801 of this title shall require the association of only three persons, two of whom must be citizens and residents of this State." Section 2. Amend Section 734, Title 5, Delaware Code, by deleting such section in its entirety and substituting in lieu thereof the following: "$734. Revocation of Charter for Failure to Commence Business within a Reasonable Time Every corporation created under this chapter shall, after the expiration of a reasonable time from the date of its incorporation, as determined by the State Bank Commissioner, be actively engaged in the business for which It was created or its certificate of incorporation and corporate franchise shall be deemed and held to be revoked. The Commissioner shall by regulations prescribe the criteria to be applied in determining what constitutes a reasonable period of time." Section 3. Amend Section 762, Title 5, Delaware Code, by deleting the words "25 percent of its capital actually paid in and its surplus account" and substituting therefor the words "50 percent of its capital, surplus and undivided profit accounts" in the first sentence thereof and by deleting the words, "The amount of any mortgage on real estate owned by the corporation directly or indirectly and in whole or in part used by it in the transaction of its business, and" from the second sentence thereof. Section 4. Amend Section 764(b), Title 5, Delaware Code, by deleting the words "or to the Reconstruction Finance Corporation" therefrom. Section 5. Amend Section 767, Title 5, Delaware Code, by deleting the period at the end of paragraph (1) of that section, and adding the following: ", provided that no letter of credit as defined in section 5-103(1Xa) of Title 6 and no standby letter of credit as defined herein shall be construed to fall within the prohibition of this section. As 19 It 20 Chapter 3 used herein, the term 'standby letter of credit' includes every letter of credit (or similar arrangement however named or designated) which represents an obligation to the beneficiary on the part of the issuer (I) to repay money borrowed by or advanced to or for the account of the customer or, (ii) to make payment on account of any evidence of indebtedness undertaken by the customer, or (iii) to make payment on account of any default by the customer in performance of an obligation. The term 'beneficiary, 'issuer' and 'customer' as used herein have the same meaning as in section 5-103(a) of Title 6." Section 6. Amend Section 770(a), Title 5, Delaware Code, by deleting the last two sentences thereof and substituting in lieu thereof the following: "Any certificate of authority issued by the Commissioner shall be void and of no effect if after the expiration of a reasonable period of time, as determined by the State Bank Commissioner, such branch is not actually opened for business. The Commissioner shall by regulations prescribe the criteria to be applied in determining what constitutes a reasonable period of time." Section 7. Amend Chapter 7 of Title 5, Delaware Code, by inserting a new Section 771 as follows: "S771. Foreign Branch Offices (a) Any bank or trust company having a paid-in capital and surplus exceeding One Million Dollars ($1,000,000) or more may open branch offices or places of business without the State of Delaware, in the United States of America, or its possessions or in foreign countries upon issuance of a certificate of authority by the State Bank Commissioner and upon such conditions and under such regulations as he may prescribe. 3 , If any bank or trust company has opened and occupied a branch office In a foreign country pursuant to the provisions of paragraph (a) of this section, it may, unless otherwise advised by the State Bank Commissioner, open and occupy an additional branch office or branch offices in such country without having to apply for the approval of the Commissioner provided that it gives the Commissioner notice of at least thirty (30) days (or such shorter period as he in individual cases may approve) before opening and occupying any such additional branch office. A fee of Five Hundred Dollars ($500) for the issuance of each certificate contemplated by subsection (a) of this section shall be required by the State Bank Commissioner before issuance of such a certificate." , 1. Section 8. If any provision of this Act or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of the Act which can be given effect without the invalid provision or application, and to that end the provisions of this Act are declared to be severable. Section 9. This Act shall take effect immediately upon its adoption. Approved February 18, 1981. 21 CHAPTER 4 FORMERLY SENATE BILL NO. 25 AS AMENDED BY SENATE AMENDMENT NO. 1 AN ACT TO AMEND CHAPTER 17, TITLE 24 OF THE DELAWARE CODE, RELATING TO ACCREDITATION OF ANATOMICAL STUDIES. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE: Section I. Amend Section 1771, Subchapter VII, Chapter 17, Title 24 of the Delaware Code by repealing said section in its entirety and inserting in lieu thereof the following: "Section 1771. Registration of Approved Institutions and Persons. Any non-profit hospital, accredited university, or research institution and teachers, students, research workers and technicians in this State conducting anatomical studies accredited by a nationally recognized accrediting body approved by the Board of Medical Practice desiring to obtain dead bodies for the purpose of anatomical studies shall register with the Board of Medical Practice on such forms as may be prescribed by the Board and for the purpose of this subchapter such a registered hospital, university or research institution shall be known as an approved institution, and any registered teacher, student, research worker, or technician shall be known as an approved person, and the Board of Medical Practice shall have the right to refuse registration of such hospital accredited university or research institution or such persons." Approved February 19, 1981. CHAPTER 5 FORMERLY SENATE BILL NO. 62 AS AMENDED BY SENATE AMENDMENT NO. 1 AN ACT TO AMEND SUBCHAPTER II, CHAPTER 1, TITLE 26, DELAWARE CODE RELATING TO THE JURISDICTION OF THE PUBLIC SERVICE COMMISSION. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE: subsSecetciotino nin iIt.s eAnmteirnedt y.5 202(c), Subchapter H, Chapter 1, Title 26, Delaware Code by repealing said Approved February 19, 1981. 22 CHAPTER 6 FORMERLY SENATE BILL NO. 59 AN ACT TO AMEND CHAPTER 423, VOLUME 62, LAWS OF DELAWARE, BEING AN ACT ENTITLED "AN ACT TO AMEND AN ACT ENTITLED 'AN ACT MAKING APPROPRIATIONS FOR THE EXPENSE OF THE STATE GOVERNMENT FOR THE FISCAL YEAR ENDING JUNE 30, 1981; SPECIFYING CERTAIN PROCEDURES, CONDITIONS AND LIMITATIONS FOR THE EXPENDITURE OF SUCH FUNDS; AND AMENDING CERTAIN PERTINENT STATUTORY PROVISIONS, BEING HOUSE BILL 950 OF THE 130TH GENERAL ASSEMBLY OF THE STATE OF DELAWARE,' BEING HOUSE BILL 1175 OF THE 130TH GENERAL ASSEMBLY OF THE STATE OP DELAWARE.". BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE: Section I. Amend Section 1 of Chapter 423, Volume 62, Laws of Delaware, by striking the following line item in its entirety as it appears in said Section I under the heading of (10-10-002) Budget Office - Contingencies: Section 2. Amend Section I of Chapter 423, Volume 62, Laws of Delaware by adding, under the heading of (15-01-001) Office of the Attorney General as It appears in said Section 1, the following new line item: ll 7 Contractual Services 176.2 239.2 63.0 Section 3. Amend Chapter 423, Volume 62, Laws of Delaware, by adding thereto a new section, designated as Section 50, to read as follows: "Section 50. Amend House Bill 950 of the 130th General Assembly of the State of Delaware by adding thereto a new section to be designated as Section 132 to read as follows: 'Section 132. Section I of this Act provides an appropriation of $239.2 to the Office of the Attorney General (15-01-001) for Contractual Services. Of that amount $15.0 shall be used to purchase Victim Services Care in Kent & Sussex Counties and $48.0 shall be used to purchase Victim Services Care in New Castle County."' Approved February 23, 1981. 7 33 Contingency - Energy 6,700.0 5,861.2 (838.8) and insert in lieu thereof the following: 7 33 Contingency - Energy 6,700.0 5,798.2 (901.8) CHAPTER 7 FORMERLY HOUSE BILL NO. 106 AS AMENDED BY HOUSE AMENDMENT NO.1 AN ACT TO VALIDATE THE ACTS DONE AND PROCEEDINGS TAKEN BY THE TOWN OF BLADES, A MUNICIPAL CORPORATION, AND BY ITS OFFICERS AND AGENTS IN RELATION TO THE ISSUANCE OF THE "TWO HUNDRED ELEVEN THOUSAND DOLLARS ($211,000.00) BLADES WATER ISSUE OF 1981" AND TO LEGALIZE AND VALIDATE SAID BONDS AND TO PROVIDE FOR THE PAYMENT OF SAID BONDS. 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. All acts done and proceedings taken by the Town of Blades, a municipal corporation of the State of Delaware, and by Its officers and agents In relation to the issuance of bonds of said Town which are designated as "Two Hundred Eleven Thousand Dollars ($211,000.00) Blades Bond Issue of 1981" and are af the aggregate principal amount not to exceed Two Hundred Eleven Thousand Dollars ($211,000.00), and are to be dated on the date of delivery, are hereby legalized and validated; and said bonds are hereby legalized and validated and declared to be general obligations of said Town, notwithstanding any defect or irregularity in the advertising or the giving of notice concerning the Special Election held on July 7,1980. For the payment of the principal of and interest on said bonds, as such principal and interest shall become Jae, the Town of Blades shall have the power to levy taxes upon all taxable property in the Town of Blades it such rate and in such amount as may he necessary to pay the principal of and Interest on said bonds. Approved larch 25,1981. CHAPTER 8 FORMERLY SENATE BILL NO. 140 N ACT TO PERMIT THE MARRIAGE OF TWO PERSONS PRIOR TO THE EXPIRATION OF NINETY-SIX HOURS FROM THE ISSUANCE OF THE MARRIAGE LICENSE. WHER FAS, Kevin O'Connor whose parents reside In Rehoboth Beach, Delaware and Linda Matthal, hose parents reside in Milford, Delaware plan to be married on April 25th at St. Edmund Catholic hurch In Rehoboth Beach, Delaware; and WHEREAS, Kevin and Linda are presently residing In Miami Beach, Florida and find it very 'convenient, If not impossible, to arrive in Delaware to make application for a marriage license prior to pril 23rd, thus insufficient time to comply with the 96 hour waiting period under the provisions of 5107, hapter I, Title 13, Delaware Code. NOW, THEREFORE: BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE: Section I. Notwithstanding any provisions of Chapter 1, Title 13, Delaware Code, or any other law r this State to the contrary, the Clerk of the Peace for Sussex County shall on April 23, 1981 issue to evin O'Connor, born February 20, 1951, and Linda Matthal, born November 28, 1948 an official arriage license that will entitle them to be married on April 25, 1981. Approved April 14, 1981. 23 24 CHAPTER 9 FORMERLY SENATE BILL NO. 27 AN ACT TO AMEND CHAPTER 17, TITLE 24, DELAWARE CODE, RELATING TO THE PRACTICE OF MEDICINE. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE: Section 1. Amend Section 1726(b) of Subchapter III, Chapter 17, Title 24 of the Delaware Code by repealing said subsection in its entirety. Approved April 21, 1981. CHAPTER 10 FORMERLY HOUSE BILL NO. 63 AS AMENDED BY HOUSE AMENDMENT NO. 1 AN ACT TO AMEND CHAPTER 19, TITLE 5, DELAWARE CODE, RELATING TO POWERS OF FEDERALLY CHARTERED INSTITUTIONS. 13E IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE: Section I. Amend Chapter 19, Title 5, Delaware Code, by adding the following section: 51921. Powers of Federally Chartered Institutions To the extent authorized by the Commissioner pursuant to regulations, a building and loan association shall have the power to engage in any activity which such federally chartered institutions mny be authorized to engage in by federal legislation or regulations Issued pursuant to such legislation." Approved April 21,1981. CHAPTER II FORMERLY SENATE BILL NO. 9 AN ACT TO AMEND SUBCHAPTER IV, CHAPTER 1, TITLE 23, DELAWARE CODE, RELATING TO PILOTAGE RATES. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE: Section I. Amend S131(a) of Subchapter IV, Chapter 1, Title 23, Delaware Code, by striking the date "May 12, 1978" as the same appears in the first sentence of said subsection and substituting in lieu thereof the date "January 1, 1981". Section 2. Amend S131(aX2) of Subchapter IV, Chapter 1, Title 23, Delaware Code, by striking subparagraphs (a), (b) and (c) in their entirety as the same appears in said subsection and inserting in lieu thereof the following new subparagraphs to read as follows: "(a) $2.25 from January I, 1981, retroactively, through December 31, 1981. $2.55 from January 1, 1982 through December 31, 1982. $2.88 thereafter." Section 3. Amend S131(aX3) of Subchapter IV, Chapter 1, Title 23, Delaware Code, by striking the number "200" as the same appears therein and substituting in lieu thereof the number "250". Section 4. Amend S131(b) of Subchapter IV, Chapter 1, Title 23, Delaware Code, by striking the date "May 12, 1978" as it appears in the second sentence thereof and substituting in lieu thereof the date "January 1, 1981". Section 5. Amend S131(bX2) of Subchapter IV, Chapter 1, Title 23, Delaware Code, by striking subparagraphs (a), (b) and (c) in their entirety and substituting in lieu thereof the following new subparagraphs to read as follows: "(a) $2.25 from January 1, 1981, retroactively, through December 31, 1981. $2.55 from January 1, 1982, through December 31, 1982. $2.88 thereafter." Section 6. Amend S131(bX3) of Subchapter IV, Chapter I, Title 23, Delaware Code, by striking the number "200" as the same appears therein and substituting In lieu thereof the number "250". Approved April 22, 1981. 25 CHAPTER 12 FORMERLY HOUSE BILL NO. 92 AN ACT TO AMEND CHAPTER 23, PART III, TITLE 30 OF THE DELAWARE CODE RELATING TO THE GROSS RECEIPTS TAX; AND PROVIDING AN EXEMPTION FOR DRAYMEN OR MOVERS. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE; Section 1. Amend S2301, Chapter 23, Part III, Title 30 of the Delaware Code by re-designating present subsections (g) through (o) consecutively as new subsections (h) through (p). Section 2. Amend 52301, Chapter 23, Part III, Title 30 of the Delaware Code by adding thereto a new subsection, designated as subsection (g), which new subsection shall read as follows: "(g) The additional license fee imposed by subsection (d) of this section shall not apply to those receipts of draymen or movers if such receipts are derived from interstate transports." Approved April 27, 1981. CHAPTER 13 FORMERLY SENATE BILL NO. 60 AS AMENDED BY HOUSE AMENDMENT NO. 1 AN ACT TO AMEND CHAPTER 16, TITLE 24, DELAWARE CODE RELATING TO ADULT ENTERTAINMENT ESTABLISHMENT. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE: WHEREAS, Chapter 16, Title 24, was approved by the 130th General Assembly and signed by the Governor; and WHEREAS, Chapter 16, Title 24, is an important chapter in the continuing campaign against pornography; and WHEREAS, Chapter 16, Title 24, contained a typographical error which invalidated the chapter in its first major test in the Court of Common Pleas; and WHEREAS, it is necessary to correct the typographical error to validate Chapter 16, Title 24. Section I. Amend 51602 (17) d., Chapter 16, Title 24, Delaware Code of striking the words "Less and completely opaquely covered" in their entirely and substituting in lieu thereof the following: "Less than completely opaquely covered" Approved April 30,1981. CHAPTER 14 FORMERLY SENATE BILL NO. 80 AN ACT TO AMEND CHAPTER 162, VOLUME 40, LAWS OF DELAWARE, AS AMENDED BY CHAPTER 466, VOLUME 58 LAWS OF DELAWARE RELATING TO THE FLOATING DEBT OF THE CITY OF HARRINGTON. 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 32 entitled "Floating Debt" Chapter 162, Volume 40, Laws of Delaware, as amended by Chapter 466, Volume 58, Laws of Delaware, by striking the first sentence thereof in its entirety and substituting in lieu thereof the following: "Whenever during the year, the current receipts are insufficient to provide for the needs of the City or insufficient to meet contractual obligations of the City, the Council is authorized to anticipate revenue by borrowing not in excess of the sum of Two Hundred Fifty Thousand Dollars ($250,000), which shall be repaid from current revenue received thereafter or other sources of funds received by the City; provided however, such borrowing shall at no time exceed in the aggregate, $250,000. The borrowing limit set forth herein of $250,000 shall remain in effect for a period of 18 months after the effective date of this act, at which time the borrowing limit shall revert to $100,000 as previously provided." Approved April 30,1981. CHAPTER 15 FORMERLY SENATE BILL NO. 100 AN ACT TO AMEND SUBCHAPTER I, CHAPTER 69, TITLE 29, DELAWARE CODE, RELATING TO THE AWARD OF CONTRACTS. WHEREAS, on July 12, 1979, the General Assembly added the last paragraph of 29 Del. C. , S6907 to allow a preference for Delaware vendors and contractors; and WHEREAS, other states, notably the State of Maryland, have retaliated by enacting laws which mandate a preference for vendors and contractors of their States bidding on public contracts or supplying goods to their State; and WHEREAS, it is to the benefit of the taxpayers of all states to buy goods from and to let bids to the lowest responsible bidder; and WHEREAS, the acts such as that of our sister state, Maryland, encourage vendors and contractors to incorporate in those states in order to become a preferred business for public contractors; and WHEREAS, Delaware vendors, contractors and their employees are being denied a fair chance to compete in those states retaliating against the Delaware preference. NOW, THEREFORE: BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE: Section I. Amend $8907, Subchapter I, Chapter 69, Title 29, Delaware Code by striking the last sentence in said section commencing with the words "In determining" and ending with the words "lowest bid". Approved April 30, 1981. 27 28 CHAPTER 16 FORMERLY HOUSE BILL NO. 214 AN ACT TO AMEND DELAWARE CODE, TITLE 14, AS IT RELATES TO SCHOOL DISTRICTS CREATED BY DIVISION OF A SCHOOL DISTRICT CREATED BY ORDER OF A FEDERAL COURT. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE: Amend Delaware Code, Title 14, 5122 by adding to that section a new subsection (c) as follows: "(c) Notwithstanding anything to the contrary in this title, the State Board of Education has the power and authority to and may, by rule, regulation or order, direct, compel, order and require any school district or school districts created as a result of a division of a school district pursuant to subsection (k) of 51028 of this title, alone or in conjunction with other school districts similarly created, to (1) establish and maintain a pupil assignment plan which complies with the Federal Court order or orders creating the school district divided pursuant to subsection (k) of S1028 of this title, (2) assign specific grades to specified schools for the purpose of ensuring that the school districts created pursuant to subsection (k) of 51028 of this title individually and collectively comply with the Federal Court order or orders creating the school district divided in accordance with subsection (k) of 51028 of this title, (3) utilize at least one specific building within the former Wilmington or DeLaWarr School Districts as a 10-12 grade center, (4) house and administer a bilingual program for qualified pupils of Hispanic background, (5) exercise statutory powers pursuant to Chapter 6 of this title to provide for the transfer of qualified bilingual students and to raise, pay and/or accept the tuition payments necessary for such transfers, and (6) take such other action as is necessary to comply with any Federal Court order or orders creating the school district divided pursuant to subsection (k) of 51028 of this title; and the State Board of Education further has the right, power, authority and standing to have its rules, regulations and orders in these respects enforced by and through appropriate judicial proceedings. All local school districts created by the division of any school district created by a Federal Court order or orders shall be bound by and comply with all rules, regulations and orders of the State Board of Education encompassed under this subsection (O." Approved May 14, 1981. CHAPTER 17 FORMERLY HOUSE BILL NO. 107 AN ACT AUTHORIZING THE STATE OF DELAWARE TO CONVEY TO THE TOWN OF BETHANY BEACH PROPERTY TO BE USED FOR CERTAIN STORAGE PURPOSES. WHEREAS, by deed dated November 10, 1969, recorded in the Office of the Recorder of Deeds in and for Sussex County, Deed Book 649, Page 383, the State of Delaware did convey to the Commissioners of Bethany Beach, a municipal corporation of The State of Delaware, a certain tract of land in Baltimore Hundred, Sussex County, De/aware, as therein described, subject to all of the conditions and restrictions set forth in Chapter 298, Volume 56, Laws of Delaware; and WHEREAS, said Act provides that said tract of land shall revert to The State of Delaware under certain circumstances as stated therein; and WHEREAS, the Town has agreed to allow said tract of land to revert to The State of Delaware so that the National Guard of The State of Delaware may use said tract of land for its own proper purposes in exchange for another tract of land, as hereinafter described, suitable for the purposes of storing vehicles, equipment, materials and personal property of the Town; and WHEREAS, the tract of land, hereinafter described, is not used by the National Guard of The State of Delaware, and the National Guard has agreed that the Town should have and use said land, subject to certain conditions as hereinafter set forth; and WHEREAS, it Is In the best interest of The State of Delaware that the Town acquire and use said tract of land, hereinafter described, for the purposes and subject to the conditions herein set forth. NOW, THEREFORE: 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. The Governor and the Secretary of State of The State of Delaware are hereby authorized, empowered and directed to execute and deliver, in the name of and under the Great Seal of The State of Delaware, for the consideration of One Dollar ($1.00), a deed conveying to The Town of Bethany Beach, a municipal corporation of The State of Delaware, its successors and assigns, the following described tract of land for the purposes of storing vehicles, equipment, materials, and personal property of the Town, said items to be stored in the open or in one or more buildings constructed for storage purposes only. The aforesaid tract of land shall revert to the State of Delaware in the event the Town falls to use the aforesaid tract of land for said purposes for any period of one year or longer subsequent to the date of the aforesaid deed of conveyance. ALL that certain tract, piece and parcel of land, situate, lying and being in Baltimore Hundred, SusseiTounty, Delaware, and being more particularly described as follows: BEGINNING at a concrete monument in the western right-of-way of Delaware Route I, being a corner for these lands and the lands of Heirs of Wm. P. Short, thence South 8 degrees 16' 40" east 235.00 feet along said right-of-way to an iron pipe set, thence North 79 degrees 34' 40" West 632.16 feet along the northerly property line of lands now or formerly of The State of Delaware-Delaware National Guard to an Iron pipe set, thence along the same course 1G feet, more or less, in all making a total of 648.16 feet, more or less to the water's edge of the Salt Pond, thence with the meanderings of the Salt Pond, the tie line bearing and distance being North 04 degrees 53' 02" East 223.64 feet to a point being the corner of these lands and the lands now or formerly of Heirs of Wm. P. Short, thence by and with the said lands of Heirs of Wm. P. Short South 79 degrees 34' 40" East 26 feet more or less to a concrete marker found, thence along the same course 568.40 feet, In all making a total of 594.40 feet, more or less, to the place of beginning, containing 3.175 acres of land, more or less.Mail a portion of the same lands of Wm. P. short conveyed to The State of Delaware by deed, dated the 29th day of April A.D. 1927, and recorded in the Office of the Recorder of Deeds in and for Sussex County In Deed Book 264, Page 359, Section 2. Said conveyance of land described In Section I shall be subjeet to the condition that the National Guard of The State of Delaware shall have the right of ingress and egress to, from and across the aforesaid tract of land for any lawful and proper purpose provided that said National Guard shall give the Town reasonable prior notice, oral or written, of its Intention to enter upon such said tract of land for the aforesaid purposes. Approved May 14, 1981. 29 30 CHAPTER 18 FORMERLY SENATE BILL NO. 237 AN ACT TO AMEND CHAPTER 277, VOLUME 62, AS AMENDED BY CHAPTER 423, VOLUME 62, LAWS OF DELAWARE, TO PROVIDE FOR THE ADJUSTMENT OF THE FORMULA FOR NON-PUBLIC SCHOOL BUS TRANSPORTNITON, AND PROVIDING FUNDS THEREFOR. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE: Section I. Amend Section 88(b), Chapter 277, Volume 62, as amended by Chapter 423, Volume 62, Laws of Delaware, by striking the figure 12,448.2" in its entirety as it appears in said Section 88(b) and substituting in lieu thereof the figure 12,919.2." Section 2. The Budget Director and the Controller General are hereby authorized and directed to transfer four hundred seventy one thousand ($471.0) from the Educational Contingency (95-01-005) Department of Public Instruction appropriated in the Fiscal 1981 Budget Act to the School Pupil Transportation line (95-01-008) of the Department of Public Instruction appropriation in said Act. Section 3. The Department of Public Instruction shall allocate the funds made available by the Act to make adjustments in the formula for non-public school bus transportation necessitated by the increased costs of operating and maintaining school buses. Section 4. The funds hereby authorized remaining unexpended by June 30, 1981 shall revert to the General Fund. Approved May 15, 1981. CHAPTER 19 FORMERLY HOUSE BILL NO. 272 AS AMENDED BY HOUSE AMENDMENT NO. 1 AN ACT AMENDING CHAPTER 277, VOLUME 62, LAWS OF DELAWARE, AS AMENDED BY CHAPTER 423, VOLUME 62, LAWS OF DELAWARE, TO CAUSE A TRANSFER OF FUNDS TO PROVIDE PAYMENT FOR OTHER EMPLOYMENT COSTS. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE: Section I. Amend Chapter 277, Volume 62, Laws of Delaware, as amended by Chapter 423, Volume 62, Laws of Delaware by adding thereto a new section 132 to read as follows: "Section 132. Notwithstanding Section 6528, Title 29, Delaware Code, or.any other provision of this Act, the Budget Director and the Controller General are hereby authorized and directed to transfer an amount not to exceed $3,600.0 from the line item Contingency - Energy in (10-02-002) Budget Office - Contingencies, to the line item Other Employment Costs in (12-05-000) Office of the State Treasurer, for the purpose of making the payment for F.I.C.A. - Employer's Share, as required by Public Law 96-265." Approved May 26, 1981. 31 CHAPTER 20 FORMERLY SENATE BILL NO. 2 AS AMENDED BY HOUSE AMENDMENT NO.1 AN ACT TO AMEND SUBCHAPTER VI, TITLE 11 OF THE DELAWARE CODE, RELATING TO TAMPERING WITH A WITNESS. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE: Section 1. Amend S1263, Subchapter VI, Title 11 of the Delaware Code by deleting said section and Inserting in lieu thereof the following: 51263. Tampering with a witness; class I). felony A person is guilty of tampering with a witness when: He knowingly induces, influences, intimidates or impedes any witness, in connection with any court proceeding or official proceeding of this State, by false statement, fraud or deceit or by any threats or force, or by any threatening letter or communication, with the Intent to affect the testimony or availability of such witness; or He intentionally causes physical injury to any party or witness or intentionally damages the property of any party or witness on account of his past, present or future attendance at any court proceeding or official proceeding of this State or on account of his past, present, or future. testimony in any action pending therein. Tampering with a witness is a class D felony. Approved May 26,1981. 32 CHAPTER 21 FORMERLY HOUSE BILL NO. 45 AN ACT TO AMEND CHAPTER I, TITLE 13 OF THE DELAWARE CODE RELATING TO A DETERMINATION OF THE RESIDENCY OF CERTAIN PERSONS DESIRING TO BE MARRIED WITHIN THE STATE OF DELAWARE. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE: Section I. Amend S106, Chapter 1, Title 13 of the Delaware Code by re-designating present subsection (b) as new subsection (d). Section 2. Amend SI06, Chapter I, Title 13 of the Delaware Code by adding thereto a new subsection, designated as subsection (b), which new subsection shall read as follows: "(b) For purposes of this section, the words "resident of this State" shall include the son or daughter of a person who has been domiciled within the State of Delaware for one year or more, notwithstanding the actual place of residence of the son or daughter immediately prior to the date of the marriage." Section 3. Amend 5107, Chapter I, Title 13 of the Delaware Code by adding the following sentence to the end of subsection (a): "For purposes of this section, the words "resident of this State" shall include the son or daughter of a person who has been domiciled within the State of Delaware for one year or more, notwithstanding the actual place of residence of the son or daughter immediately prior to the date of the marriage." Section 4. Amend SI21, Chapter 1, Title 13 of the Delaware Code by adding at the end of said section, the following sentence: "For purposes of this section, the words "resident of this State" shall include the son or daughter of a person who has been domiciled within the State of Delaware for one year or more, notwithstanding the actual place of residence of the son or daughter immediately prior to the date of the marriage." Approved May 26, 1981. 33 CHAPTER 22 FORMERLY HOUSE BILL NO. 34 AS AMENDED BY HOUSE AMENDMENT NO. I AND SENATE AMENDMENT NO. 18 AN ACT PROPOSING AN AMENDMENT TO THE CONSTITUTION OF THE STATE OF DELAWARE RELATING TO GAMBLING. 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 Article II, Section 17 of the Constitution of the State of Delaware by adding a new subsection immediately following subsection (a) to be designated subsection "(b)" and by redesignating existing subsection (b) and (c) accordingly as follows: "(b) Lotteries (other than slot machines, roulette, craps, and baccarat games) provided that each is sponsored and conducted under the limitations of Section 17B by companies, organizations, or societies which have been In existence for at least two years; provided, however, that no person who shall not have attained the age of 18 years shall participate in any lottery (where money is the prize) otherwise authorized by the Article." Section 2. Amend Article 11 of the Constitution of the State of Delaware by adding a new section Immediately following Section 17A to read as follows: "51713. Lotteries not under State control; organizations authorized to conduct; submission to referendum; districts; regulation; penalties. Lotteries not under State control shall be lawful when sponsored and conducted by Volunteer Fire Companies, Veterans Organizations, Religious or Charitable Organizations, or by Fraternal Societies provided that said Company, Organization or Society has been in existence a minimum of two years and provided the net receipts or profits arising from the conducting or operating of such lotteries by the aforementioned Companies, Organizations, or Societies are used solely for the promotion or achievement of the purposes of such Companies, Organizations, or Societies, and provided further that the aforementioned Companies, Organizations or Societies are operated in a manner so as to come within the provisions of Section 170 of the U.S. Revenue Code and Regulations promulgated thereunder by the U.S. Secretary of the Treasury. I. The General Assembly shall provide by law for the submission to the vote of the qualified electors of the several districts of the State, or any of them, mentioned in subparagraph 2 of Section 17B of this Article at the General Election held in 1984, the question whether the playing of lotteries not under State control shall be licensed or prohibited within the limits thereof; and in every district in which there is a majority against license, no organization, mentioned in Section 17B, shall thereafter sponsor or permit lotteries not under State control, within said district, until at a subsequent submission of such question a majority of votes shall be cast in said district for license. Whenever a majority of all the members elected to each House of the General Assembly by the qualified electors In any district named In subparagraph 2 of Section I7B of this Article shall request the submission of the question of license or no license to a vote of the qualified electors In said district, the General Assembly shall provide for the submission of such question to the qualified electors in such district at the next general election thereafter. Under the provisions of this Article, Sussex County shall comprise one district, Kent County shall comprise one district, the City of Wilmington, as its corporate limits now are or may hereafter be extended, one district, and the remaining part of New Castle County, one district. The General Assembly shall enact comprehensive legislation providing for licensing for all organizations conducting and regulating the conduct of lotteries under the provisions of this section and may provide such penalties as may be necessary to enforce such legislation. Approved May 20, 1981. 34 CHAPTER 23 FORMERLY SENATE BILL NO. 232 AN ACT TO AMEND CHAPTER 14, TITLE 18 OF THE DELAWARE CODE RELATING TO WATER AND/OR SEWER AUTHORITIES. 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 I. Amend Chapter 14, Title N of the Delaware Code by adding a new Section 1420A to read as follows: "Section 1420A. Incorporation of project within other governmental system; assumption of debt. No project acquired or constructed by an authority pursuant to this Chapter may be incorporated within any other governmental system except upon the assumption without surcharge to the authority or its customers by the governing body of that government of full responsibility for payments of any outstanding revenue bonds issued by the authority to finance the acquisition or construction of the project." . Section 2. Any agreement for services by and between an authority and any other government in effect at the time of this amendment shall be unimpaired by this Act. Approved May 28, 1981. 35 CHAPTER 24 FORMERLY HOUSE BILL NO. 2 AN ACT CONCURRING IN A PROPOSED AMENDMENT TO THE CONSTITUTION OF THE STATE OF DELAWARE RELATING TO THE IMPOSITION OF TAXES OR LICENSE FEES. WHEREAS, an amendment to the Constitution of the State of Delaware was proposed in the 130th General Assembly, being Chapter 242, Volume 62, Laws of Delaware, as follows: "AN ACT PROPOSING AN AMENDMENT TO THE CONSTITUTION OF THE STATE OF DELAWARE RELATING TO THE IMPOSITION OF TAXES OR LICENSE FEES. 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 I. Amend Article VIII of the Constitution of the State of Delaware by adding a new Section U thereto as follows: Imposition or levy of new taxes or license fee No tax or license fee may be imposed or levied except pursuant to an act of the General Assembly adopted with the concurrence of three-fifths of all members of each House. Prior to the beginning of each fiscal year of the State, the General Assembly shall appropriate revenues of the State to pay interest on its debt to which It has pledged its faith and credit and which interest is payable in the year for which such appropriation is made and to pay the principal of such debt, payable in such year, whether at maturity or otherwise. To the extent that insufficient revenues of the State are available to pay principal of and interest on such debt when due and payable, the first public moneys of the State thereafter received shall be set aside and applied to the payment of the principal of and interest on such debt. To make up for such insufficient revenues, the General Assembly may increase the rate of taxes and fees without regard to the limitations of Paragraph (a) hereof after the failure to pay when due the principal of and interest on such debt.' Section 2. The provisions of this bill shall not apply to any tax or license fee authorized by an act of the General Assembly but not effective upon the effective date of this bill."; and WHEREAS, the said proposed amendment was adopted by two-thirds of all members elected to each House of the 130th General Assembly. NOW, THEREFORE: 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. The said proposed amendment is hereby adopted, and shall forthwith become a part of the Constitution of the State of Delaware. Approved May 28, 1981. 36 CHAPTER 25 FORMERLY HOUSE BILL NO. 16 AS AMENDED BY SENATE AMENDMENT NO. 1 AN ACT TO AMEND CHAPTER 1, TITLE 8, DELAWARE CODE, RELATING TO THE GENERAL CORPORATION LAW. BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (Two-thirds of all members elected to each House thereof concurring therein): Section 1. Amend Section 145 of the Delaware General Corporation Law by adding a new subsection (i) to read as follows: '(i) For purposes of this Section, references to 'other enterprises' shall include employee benefit plans; references to 'fines' shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to 'serving at the request of the corporation' shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and In a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner 'not opposed to the best interests of the corporation' as referred to in this Section." Section 2. Amend Section 203(a) (1) of Title 8, Delaware Code by deleting the first sentence thereof and inserting in lieu thereof the following: "Not less than 20 nor more than 60 days before the date the tender offer is to be made, the offeror shall deliver personally or by registered or certified mail to the corporation whose equity securities are to be subject to the tender offer, at its registered office in this State or at its principal place of business, a written statement of the offeror's intention to make the tender offer." Section 3. Amend Section 203(a) (2) of Title 8, Delaware Code by deleting therefrom the words "...for an additional period of". Section 4. Amend Section 211(c) of Title 8, Delaware Code, by deleting the third sentence thereof and inserting in lieu thereof a new third sentence to read as follows: "If there be a failure to hold the annual meeting for a period of thirty days after the date designated therefor, or if no date has been designated, for a period of thirteen months after the organization of the corporation or after its last annual meeting, the Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director." Section 5. Amend Section 215(a) of Title 8, Delaware Code by inserting therein the words "and 216" so that Section 215(a) reads as follows: (a) The provisions of Sections 211-214, and 216 of this Title shall not apply to corporations not authorized to issue stock. Section 6. Amend Section 2I5(c) of Title 8, Delaware Code by adding a second sentence thereto, to read as follows: "In the absence of such specification in the certificate of incorporation or by-laws of a non-stock corporation, one-third of the members of such corporation shall constitute a quorum at a meeting of such members, and the affirmative vote of a majority of such members present In person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by this chapter, the certificate of incorporation or by-laws." Section 7. Amend Section 216 of Title 8, Delaware Code by deleting all of Section 216 and inserting In lieu thereof a new Section 216 to read as follows: "S216. QUORUM AND REQUIRED VOTE FOR STOCK CORPORATIONS. Subject to this chapter in respect of the vote that shall be required for a specified action, the certificate of incorporation or by-laws of any corporation authorized to issue stock may specify the number of shares and/or the amount of other securities having voting power the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the Chapter 25 37 votes that shall be necessary for, the transaction of any business. In the absence of such specification in the certificate of incorporation or by-laws of the corporation, (i) a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders, but in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting; (ii) the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders; and, (iii) where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the act of such class." Section 8. Amend Section 218(a) of Title 8, Delaware Code by deleting all of the second sentence thereof, which begins with the words "The validity of a voting trust..." Section 9. Amend Section 220 of Title 8, Delaware Code by changing the Title thereof to read "Inspection of Books and Records" and by adding a new subsection (d) to read as follows: "(d) Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders and Its other books and records for a purpose reasonably related to his position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger and the stock list and to make copies or extracts therefrom. The court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the court may deem just and proper." Section 10. Amend Section 223 of Title 8, Delaware Code by deleting the first sentence of Section 223 (a) and inserting in lieu thereof the following sentence: "Unless otherwise provided in the certificate of incorporation or by-laws: (I) vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director; (2) whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected." Section II. Amend Section 225 of Title 8, Delaware Code by deleting the first sentence thereof and Inserting in lieu thereof a new first sentence to read as follows: "Upon application of any stockholder or director, or any member of a corporation without capital stock, the Court of Chancery may hear and determine the validity of any election of any director, member of the governing body, or officer of any corporation, and the right of any person to hold such office, and, in case any such office is claimed by more than one person, may determine the person entitled thereto; 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 corporation relating to the issue." Section 12. Amend Section 242(e) (2) of Title 8, Delaware Code, by deleting the last sentence thereof and inserting in lieu thereof a new sentence to read as follows: "The number of authorized shares of any such class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the corporation entitled to vote irrespective of the provisions of this paragraph (c) (2), if so provided in the original certificate of incorporation, in any amendment thereto which created such class or classes of stock or which was adopted prior to the Issuance of any shares of such class or classes of stock, or in any amendment thereto which was authorized by a resolution or resolutions adopted by the affirmative vote of the holders of a majority of such class or classes of stock." Section 13. Amend Title 8, Delaware Code, Section 253, by changing subsection (d) thereof to read as follows: "(d) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under this Section is not owned by the parent corporation immediately prior to the merger, the stockholders of the subsidiary Delaware corporation party to the merger shall have appraisal rights as set forth in Section 262 of tills Title." 38 chapter 25 Section 14. Amend Title 8 Delaware Code, Section 262 by deleting such section in its entirety and inserting in lieu thereof a new Section to read as follows: "(a) Any stockholder who has complied with the provisions of subsection (d) of this Section and has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to Section 228 of this Chapter shall be entitled to an appraisal by the Court of Chancery of the fair value of his shares of stock under the circumstances described in subsections (b) and (c). As used in this Section, the word 'stockholder' means a holder of re,,ord of stock in a stock corporation and also a member of record of a non-stock corporation; the wor a 'stock' and 'share' mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a non-stock corporation. (b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger to be effected pursuant to Sections 251, 252, 254, 257 or 258 of this Chapter; provided, however, that no appraisal rights under this Section shall be available for the shares of any class or series of stock which, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 stockholders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided In subsection (f) of Section 251 of this Chapter. Notwithstanding the provisions of subsection (b) (1) of this Section, appraisal rights under this Section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to Sections 251, 252, 254, 257 and 258 of this Chapter to accept for such stock anything except (i) shares of stock of the corporation surviving or resulting from such merger or consolidation; (ii) shares of stock of any other corporation which at the effective date of the merger of consolidation will be either listed on a national securities exchange or held of record by more than 2,000 stockholders; (iii) each in lieu of fractional shares of the corporations described in the foregoing clauses (i) and (ii); or (iv) any combination of the shares of stock and cash in lieu of fractional shares described in the foregoing clauses (I), (ii) and (iii) of this subsection. in the event all of the stock of a subsidiary Delaware corporation party to a merger effected under Section 253 of this chapter is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation. Any corporation may provide in its certificate of incorporation that appraisal rights under this Section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of th |
| Date Digital | 2010 |
| CONTENTdm file name | 3094.cpd |
Description
| Title | Laws of the State of Delaware - Volume 63 - Page 1 |
| Creator2 | Delaware General Assembly |
| Type | Text |
| Full Text | LAWS OF' THE STATE OF DELAWARE ONE HUNDRED AND THIRTY FIRST GENERAL ASSEMBLY FIRST SESSION COMMENCED AND HELD AT DOVER On Tuesday, January 13, A. D. 1981 SECOND SESSION COMMENCED AND HELD AT DOVER On Tuesday, January 12, A. D. 1982 VOLUME LXIII |
| CONTENTdm file name | 74368.pdfpage |
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