Delaware Bills

This bill continues the practice of amending periodically the Delaware Revised Uniform Limited Partnership Act (the “Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act. Section 1. This section amends Section 17-106 of the Act to add subsection (e) to provide a safe harbor procedure for ratifying acts or transactions that may be taken by or in respect of a limited partnership under the Act or a limited partnership agreement that are void or voidable and waiving failures to comply with requirements of a partnership agreement that make such acts and transactions void or voidable. New subsection (e) is intended to provide a rule different from the rule applied in Composecure, L.L.C. v. Cardux, LLC, 206 A.3d 807 (Del. 2018), and Absalom Absalom Trust v. Saint Gervais LLC, 2019 WL 2655787 (Del. Ch. June 27, 2019), that acts or transactions determined to be void generally may not be ratified. The penultimate sentence of new subsection (e) confirms that void or voidable actions may be ratified or requirements may be waived by other means permitted by law, and accordingly, new subsection (e) is not intended to preempt or restrict other valid means of ratifying acts or transactions or waiving requirements or to impair the effectiveness of any valid ratification or waiver previously effected. Section 2. This section amends Section 17-220 of the Act to make a conforming change. Section 3. This section amends Section 17-305 of the Act to make certain clarifying and conforming changes, and to provide that when a limited partner is entitled to obtain information for a stated purpose (whether pursuant to Section 17-305 or a partnership agreement), the limited partner’s right shall be to obtain such information as is necessary and essential to achieving that purpose, unless such right has been expanded or restricted in the partnership agreement. The first sentence of subsection (f) is intended to (i) change current law, as set forth in Murfey v. WHC Ventures, LLC, 236 A.3d 337 (Del. 2020), that the “necessary and essential” test does not apply by default to a limited partner’s contractual right to obtain information from a limited partnership for a stated purpose, and (ii) clarify that the “necessary and essential” test applies to a limited partner’s right under Section 17-305(a) of the Act to obtain information from a limited partnership for a purpose reasonably related to the limited partner’s interest as a limited partner. Section 4. This section amends Section 17-403(c) of the Act to provide that a general partner may delegate any of its rights, powers or duties irrespective of whether it has a conflict of interest with respect to the matter as to which such rights, powers or duties are being delegated, and that the person or persons to whom any such rights, powers or duties are being delegated shall not be deemed conflicted solely by reason of the conflict of interest of the general partner. The amendments to Section 17-403(c) create a different rule than the rule applied in cases such as Wenske v. Bluebell Creameries, Inc., 214 A.3d 958 (Del. Ch. 2019), that a conflicted principal is legally disabled from delegating authority over the subject matter as to which the principal is conflicted even to an independent delegatee. Section 5. This section amends Section 17-1201 of the Act to clarify the effect of subchapter XII of the Act and to provide for the manner in which a limited partnership may become a statutory public benefit limited partnership. Section 6. This section amends Section 17-1202(a) of the Act to provide that a partnership agreement of a statutory public benefit limited partnership must state that the limited partnership is a statutory public benefit limited partnership and must set forth the specific public benefit or benefits to be promoted by the limited partnership, to provide that the partnership agreement shall control as among the partners and other persons who are party to or otherwise bound by the partnership agreement in the event of any inconsistency between the public benefit(s) as set forth in such agreement and the certificate of limited partnership, to require amendment of the certificate of limited partnership of a statutory public benefit limited partnership in specified circumstances, and to clarify the effect of subchapter XII of the Act. Section 7. This section repeals Section 17-1203 of the Act. Section 8. This section amends Section 17-1204 of the Act to make conforming changes. Section 9. This section amends Section 17-1205 of the Act to make a conforming change. Section 10. This section provides that the proposed amendments to the Act shall become effective August 1, 2021.

This Act makes changes to House Bill 202 from the 150th General Assembly creating a pilot program for the Red Clay School District to use external camera systems on their school buses to catch motorists that fail to stop when a school bus is stopped and displaying flashing lamps to take on or discharge school children and assess a civil penalty as punishment. The changes in this bill are necessary to make clear that the Act, which mirrors 21 Del. C. § 4101(d), the State’s Electronic Red Light Safety Program, only creates a civil, not a criminal penalty.

This bill continues the practice of amending periodically the Delaware Limited Liability Company Act (the “Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act. Section 1. This section amends Section 18-106 of the Act to add subsection (e) to provide a safe harbor procedure for ratifying acts or transactions that may be taken by or in respect of a limited liability company under the Act or a limited liability company agreement that are void or voidable and waiving failures to comply with requirements of a limited liability company agreement that make such acts and transactions void or voidable. New subsection (e) is intended to provide a rule different from the rule applied in Composecure, L.L.C. v. Cardux, LLC, 206 A.3d 807 (Del. 2018), and Absalom Absalom Trust v. Saint Gervais LLC, 2019 WL 2655787 (Del. Ch. June 27, 2019), that acts or transactions determined to be void generally may not be ratified. The penultimate sentence of new subsection (e) confirms that void or voidable actions may be ratified or requirements may be waived by other means permitted by law, and accordingly, new subsection (e) is not intended to preempt or restrict other valid means of ratifying acts or transactions or waiving requirements or to impair the effectiveness of any valid ratification or waiver previously effected. Section 2. This section amends Section 18-217 of the Act to make a conforming change. Section 3. This section amends Section 18-305 of the Act to make certain clarifying and conforming changes, and to provide that when a member is entitled to obtain information for a stated purpose (whether pursuant to Section 18-305 or a limited liability company agreement), the member’s right shall be to obtain such information as is necessary and essential to achieving that purpose, unless such right has been expanded or restricted in the limited liability company agreement. To the extent current law is that the “necessary and essential” test does not apply by default to (i) a member’s right under Section 18-305(a) of the Act to obtain information from a limited liability company for a purpose reasonably related to the member’s interest as a member, or (ii) a member’s right under a limited liability company agreement to obtain information from a limited liability company for a stated purpose, the first sentence of subsection (g) is intended to change that law. Section 4. This section amends Section 18-407 of the Act to provide that a member or manager may delegate any of its rights, powers or duties irrespective of whether it has a conflict of interest with respect to the matter as to which such rights, powers or duties are being delegated, and that the person or persons to whom any such rights, powers or duties are being delegated shall not be deemed conflicted solely by reason of the conflict of interest of the member or manager. The amendments to Section 18-407 create a different rule than the rule applied in cases such as Wenske v. Bluebell Creameries, Inc., 214 A.3d 958 (Del. Ch. 2019), that a conflicted principal is legally disabled from delegating authority over the subject matter as to which the principal is conflicted even to an independent delegatee. Section 5. This section amends Section 18-1201 of the Act to clarify the effect of subchapter XII of the Act and to provide for the manner in which a limited liability company may become a statutory public benefit limited liability company. Section 6. This section amends Section 18-1202(a) of the Act to provide that a limited liability company agreement of a statutory public benefit limited liability company must state that the limited liability company is a statutory public benefit limited liability company and must set forth the specific public benefit or benefits to be promoted by the company, to provide that the limited liability company agreement shall control as among the members, the managers and other persons who are party to or otherwise bound by the liability company agreement in the event of any inconsistency between the public benefit(s) as set forth in such agreement and the certificate of formation, to require amendment of the certificate of formation of a statutory public benefit limited liability company in specified circumstances, and to clarify the effect of subchapter XII of the Act. Section 7. This section repeals Section 18-1203 of the Act. Section 8. This section amends Section 18-1204 of the Act to make conforming changes. Section 9. This section amends Section 18-1205 of the Act to make a conforming change. Section 10. This section provides that the proposed amendments to the Act shall become effective August 1, 2021.

Under the Governor’s Eleventh Modification of the COVID-19 State of Emergency Declaration, and continuing upon passage of Senate Bill No. 247, remote notarization and witnessing by Delaware attorneys via audio-visual technology has been permitted. This provision is currently set to sunset on June 30, 2021. This Act extends the provision through June 30, 2022.

This bill continues the practice of amending periodically the Delaware Revised Uniform Partnership Act (the “Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act. Section 1. This section amends Section 15-103 of the Act to confirm and clarify the effect of modifications provided in a statement of partnership existence or a statement of qualification and in a partnership agreement as contemplated by Sections 15-201(a), 15-203, and 15-501. Notwithstanding any modifications provided, such as, that a partnership is not a separate legal entity, all other provisions of this chapter, including Section 15-801, continue to apply, unless the partnership agreement provides that such other provisions do not apply. Section 2. This section amends Section 15-202 of the Act to add subsection (g) to provide a safe harbor procedure for ratifying acts or transactions that may be taken by or in respect of a partnership under the Act or a partnership agreement that are void or voidable and waiving failures to comply with requirements of a partnership agreement that make such acts and transactions void or voidable. New subsection (g) is intended to provide a rule different from the rule applied in Composecure, L.L.C. v. Cardux, LLC, 206 A.3d 807 (Del. 2018), and Absalom Absalom Trust v. Saint Gervais LLC, 2019 WL 2655787 (Del. Ch. June 27, 2019), that acts or transactions determined to be void generally may not be ratified. The penultimate sentence of new subsection (g) confirms that void or voidable actions may be ratified or requirements may be waived by other means permitted by law, and accordingly, new subsection (g) is not intended to preempt or restrict other valid means of ratifying acts or transactions or waiving requirements or to impair the effectiveness of any valid ratification or waiver previously effected. Section 3. This section amends Section 15-401(l) of the Act to provide that a partner may delegate any of its rights, powers or duties irrespective of whether it has a conflict of interest with respect to the matter as to which such rights, powers or duties are being delegated, and that the person or persons to whom any such rights, powers or duties are being delegated shall not be deemed conflicted solely by reason of the conflict of interest of the partner. The amendments to Section 15-401(l) create a different rule than the rule applied in cases such as Wenske v. Bluebell Creameries, Inc., 214 A.3d 958 (Del. Ch. 2019), that a conflicted principal is legally disabled from delegating authority over the subject matter as to which the principal is conflicted even to an independent delegatee. Section 4. This section amends Section 15-403 of the Act to make certain clarifying and conforming changes, and to provide that when a partner is entitled to obtain information for a stated purpose (whether pursuant to Section 15-403 or a partnership agreement), the partner’s right shall be to obtain such information as is necessary and essential to achieving that purpose, unless such right has been expanded or restricted in the partnership agreement. To the extent current law is that the “necessary and essential” test does not apply by default to (i) a partner’s right under Section 15-403(a) of the Act to obtain information from a partnership for a purpose reasonably related to the partner’s interest as a partner, or (ii) a partner’s right under a partnership agreement to obtain information from a partnership for a stated purpose, the first sentence of subsection (f) is intended to change that law. Section 5. This section provides that the proposed amendments to the Act shall become effective August 1, 2021.

This Act does the following: (1) Removes the requirement that applicants for initial and continuing educator licenses obtain a passing score on an approved performance assessment. (2) In place of the performance assessment requirement, requires professional development and mentoring activities include a focus on acquisition of pedagogical knowledge and the ability to apply that knowledge to meet student needs and requires the Department of Education (Department) to establish a committee of stakeholders to gather input and make recommendations on how to achieve professional development and mentoring activities that satisfy the requirements. (3) Removes requirements related to performance assessments, including reporting requirements and rulemaking requirements, from Chapter 12 of Title 14. (4) Allows individuals who serve in educator roles that are not teaching positions to receive their Delaware educator license by changing "teaching experience" to "experience as an educator" in § 1210(d) of Title 14 and § 1211(c) of Title 14. (5) Requires the Department to ensure there are a variety of professional development opportunities across different modes that meet a high standard of quality, including evidence-based programs. (6) In place of the performance assessment requirement for participants in alternative routes for teacher licensure and certification programs and participants in alternative routes to certification programs for teachers of students with disabilities, requires an assessment of program participants' abilities to apply pedagogical skills to meet the needs of students and requires the Department to establish a committee of stakeholders to gather input and make recommendations on how to assess the pedagogical skills of program participants. (7) In place of a performance assessment requirement, requires that educator preparation programs assess prospective educators' ability to apply pedagogical skills to meet student needs and requires the Department to establish a committee of stakeholders to gather input and make recommendations on how to assess the pedagogical skills of program participants. (8) Makes corrections, including standardizing references to the educator evaluation system and changing "certificate" to "license" in places where improperly used. This Act also makes technical corrections to conform existing law to the standards of the Delaware Legislative Drafting Manual.

The Delaware Code does not currently contain any explicit direction for public schools relating to school absences for observance of religious holidays. This Act requires schools to excuse a pupil's absence for observance of a religious holiday, and further requires districts and charters to have a policy discouraging teachers from scheduling tests, presentations and the like on days where some students may be absent for a religious holiday. A pupil who does miss a grading event must be allowed to make-up the test or otherwise recover credit. The Department of Education is directed to promulgate rules and regulations relating to implementation of this Act, including a list of holidays on which an absence for religious observance must be excused.

This Act codifies a reasonableness requirement for the use of force, both non-lethal and lethal. This is important when the state of mind is an issue in a criminal trial, such as when the judge or jury must decide as to what someone believed, knew, or intended at a given time. The justification law as currently written uses the term “defendant believes” throughout its several sections. This Act makes it clear that the determination of one’s state of mind is an objective standard —that is, what a reasonable person would have believed, rather than what the defendant believed. Additionally, this Act makes clear that deadly force includes the use of a chokehold.

This Act allows one excused absence per school year for students grades 6 through 12 to attend civic engagements such as visits to the United States Capitol, Legislative Hall, and sites of political and cultural significance, or participation in a rally, march, protest, or walkout. For a student to attend a civic engagement event, the student’s parent or guardian must provide written permission no later than 3 school days prior to the student’s planned absence. The school shall determine what is acceptable as written permission. If the principal or another school or school district official does not confirm receipt of written permission with the parent or guardian prior to the student’s planned absence, permission for the student to attend the civic engagement event as an excused absence is presumed.

This Act makes the following changes related to traffic control devices erected on order of the Secretary of the Department of Transportation (“Secretary”) limiting the size and weight of vehicles and loads permitted on a specific highway: (1) Provides definitions of terms used on traffic control devices that limit the size or weight of vehicles or prohibit the operation of trucks or other commercial vehicles on the highway, including terms that provide exceptions to posted prohibitions, including “local service” and “residential service”. (2) Requires the Secretary, and a municipality exercising its authority under § 134(e) of Title 17 (regarding prohibiting the operation of trucks or other commercial vehicles or imposing limits as to the weight of trucks or other commercial vehicles on designated highways), to submit an order issued under this Act to the Registrar of Regulations for publication in the Register of Regulations and publish the order on the Department’s website. (3) Clarifies that violation of a traffic control device erected by order of the Secretary is a specific offense. (4) Increases the monetary penalty for a violation of a traffic control device erected by order of the Secretary over the existing penalty in § 4508 of Title 21. (5) Makes a subsequent violation of a traffic control device erected by order of the Secretary a moving violation, which results in the Department assessing points on an individual’s license based on the violation.

This Act appropriates $221,121,200 to provide one-time funded projects through the Office of Management and Budget.

This Resolution provides the official revenue, refund, and unencumbered funds estimates for Fiscal Year 2022.