Rep. Tim Dukes

Due to continuing concerns over the negative health effects secondhand smoke will have on the youth of Delaware, this bill adds Smoking Restrictions within vehicles if a person under the age of eighteen (18) is in the vehicle. Also, it makes clear that a police officer will not stop or detain a car solely on suspicion of having violated this Statute.

This bill increases the amount of money the Town of Delmar is permitted to raise from levying and collecting taxes from $1,000,000.00 to $2,500,000.00.

This resolution designates August 31, 2023, as "International Overdose Awareness Day" in the State of Delaware, affirms the importance of overdose awareness, and encourages expanded efforts to keep Delaware residents properly informed of the grief that comes from losing a loved one to overdose.

This Act expands eligibility for the investment and employment credit against corporation income tax available under 30 Del. C. § 2011 to the operators of climate-controlled fruit or vegetable growing facilities with at least 400,000 square feet of enclosed space. Eligibility for the expanded tax credit is conditioned on a qualified investment of at least $40 million.

This legislation is an attempt to strike a balance between the need to protect hospital staff, hospital patients, and the public from harm during a State of Emergency, pandemic, or infectious disease outbreak with the expectation that patients should be able to receive support from their family and spiritual counselors during a time of personal crisis. This act shall be known as "The No Patient Left Alone Act." Specifically, it migrates decision-making authority on visitation policies from elected and unelected state officials to the medical personnel operating Delaware’s hospitals – the trained professionals best positioned to make these difficult decisions during an especially challenging time. While it is the intention of this act to facilitate limited in-person patient visitation, its gives hospitals and designated medical professionals broad authority and discretion to safeguard the welfare of all involved parties. Hospitals would be able to: restrict the number of visitors patients could receive daily; require visitors to undergo and pass a specified health screening; and use personal protective equipment while visiting. Hospitals would be able to specify the required personal protective equipment, making it available for visitors to purchase on-site, subject to availability. Entry could be denied to visitors that failed their health screenings; were found to have a communicable disease; were found to have been exposed to a communicable disease; or failed to sign a statement indicating that they understood the visitation policy, and held the hospital and its staff harmless for all assumed risk directly associated with the primary cause of the State of Emergency, pandemic, or infectious disease outbreak. Attending physicians and other medical professionals designated in the bill would retain the authority to deny in-person visitation if they deemed their patients would be at risk for contracting an infectious disease or if they believed visitation posed a serious community health risk. Such determinations would be valid for up to seven days and subject to renewal. Hospitals could deny visitation if a state agency regulation, federal order, federal law, or federal regulation required it. If a prospective hospital visitor were denied in-person visitation with patients, the hospital would be required, to its best efforts, to develop alternate visitation protocols that would allow visitation to the greatest extent safely possible. This could include, but not be limited to, streaming audio and video. Hospitals could not prohibit in-person visitation by a religious counselor to a seriously ill or dying patient, providing that the counselor complied with all visitation mandates established pursuant to this act. A visit by a religious counselor would not be counted against any daily visitation limit set by the hospital. The Department of Health and Social Services would be responsible for overseeing the implementation, operation, and enforcement of this act. Hospitals could be subject to fines for violating the terms of this act, providing the violations continue after the hospitals have been informed of the need to take corrective action. This measure would become effective 180 days after its enactment. This substitute bill differs from the bill it replaces in the following ways: • It eliminates the liability provisions previously contained on lines 56 through 62, and line 103, replacing it with a new liability section - 1014A (c)(3)(E) - that is more refined and requires a signed acknowledgment by the visitor of the risk they are assuming. This acknowledgement does not allow the hospital or personnel to be held harmless for intentional misconduct or gross negligence. • It adds the terms “advanced practice clinician, or chief medical officer” to the sections previously on lines 63 through 67 dealing with the healthcare professionals authorized to restrict visitation for justifiable medical or public health reasons. • Adds the term “state agency regulation” to the section previously on lines 48 through 50 that specify the reasons a hospital may be compelled to deny visitation. • Rewrites the section previously on lines 41 through 47 to improve the clarity of the list of conditions under which a hospital can deny entry to, or remove a visitor from, the hospital's premises. • Corrects language previously on lines 39 through 40 to reflect an earlier change to the bill that deals with the requirement for visitors to wear personal protective equipment, as stipulated by the hospital, when visiting a hospital patient. • Adds a new section - 1014A (i) - stipulating that other than the potential restrictions stipulated in Subsection (c) and Subsection (e) a hospital may not prohibit in-person visitation by a doula providing doula services as defined in § 6536A of Title 11 with a pregnant or postpartum person.

This act would require the Department of Natural Resources and Environmental Control to obtain the consent of the General Assembly before promulgating any regulations restricting the sale of fuel-powered cars, trucks, and SUVs in Delaware. This Act does not change the emission standards fuel-powered vehicles must currently meet. The provisions of this bill would be retroactive to March 1, 2023.

Sections 1, 2, 3 and 4 of this Act amend §§ 152, 153, 157 and 160 of Title 8. Amended §§ 152 and 153 clarify that treasury shares may be sold for less than par value. Amended § 153(c) clarifies the types of consideration that a corporation may receive for selling treasury shares, and references to “amounts” of minimum consideration have been deleted from §§ 152 and 157 to eliminate redundancy. Amended § 157(b) clarifies that § 157(c) is the exclusive means to delegate to a person or body the authority to enter into transactions to issue rights or options. A reference in § 157(b) to permitting the exercise price of a right or option to be determined by formula has been deleted to eliminate redundancy because such formulas are permitted by § 157(d). Amended § 157(c) eliminates the requirement that the board of directors, or a board committee, fix a maximum number of rights or options that may be authorized for issuance by a person or body under a § 157(c) delegation. Amended § 157(c) also clarifies that the board, or a board committee, may fix two different time periods in a § 157(c) delegation: a period during which rights or options may be issued and a different time period during which shares may be issued upon exercise of the rights or options. Amended § 160(b) clarifies that treasury shares resulting from a stock redemption or repurchase may be resold under § 153(c), unless the treasury shares are retired. Amended § 160(b) also clarifies that treasury shares may not be resold if the shares are required to be retired by a provision of the certificate of incorporation. Section 5 of this Act amends § 204 of Title 8 to make the following technical changes: (1) The amendments to § 204(c)(2), which currently dispenses with the need for a vote of stockholders in circumstances where no valid stock is outstanding and entitled to vote, clarifies that the determination as to whether any shares of valid stock are outstanding and entitled to vote must be made at the time the board adopts the resolutions approving the defective corporate act. (2) The amendment to § 204(d) similarly applies the time of the board’s adoption of the resolutions ratifying the defective corporate act as the time for determining which shares constitute valid stock and which shares constitute putative stock entitled to vote on the adoption of the ratification of a defective corporate act requiring a vote of the holders of valid stock. (3) The amendments to § 204(e) dispense with the need for filing a certificate of validation in circumstances where the underlying defective corporate act required the filing of a certificate under another section of the Delaware General Corporation Law and such a certificate has been filed and requires no change to give effect to the defective corporate act. (4) The amendments to § 204(e) also simplify the required contents of a certificate of validation, including eliminating the requirement that certificates of validation describe the underlying defective corporate acts and the nature of the failure of authorization relating to those acts. Section 6 of this Act amends § 228(e) of Title 8 to simplify the determination of the record date to be used for purposes of identifying the stockholders or members who are entitled to notice of action by consent by stockholders or members. There are three different possibilities for determining the record date for action by consent under § 213(b) of Title 8, which could differ from the record date for the notice required by § 228(e) of Title 8 before the changes made by this Section. The changes made by this Section provide that a notice of action by consent shall be provided to those persons (i) who were stockholders or members as of the record date for the action by consent, (ii) who would have been entitled to notice of the meeting if the action had been taken at a meeting and the record date for the notice of the meeting was the record date for the action by consent, and (iii) who have not consented to the action by consent. The changes to § 228(e) of Title 8 also provide that a notice that constitutes a notice of internet availability of proxy materials for purposes of the federal Securities Exchange Act will satisfy the notice requirements of § 228(e) for corporations entitled to use such notices under the relevant regulation promulgated under the Securities Exchange Act. Section 7 of this Act amends § 242 of Title 8 to add a new subsection (d). Paragraph (d)(1) includes the language that had previously been in paragraph (b)(1) providing that no meeting or vote of stockholders is required to adopt an amendment to the certificate of incorporation that effects only changes described in paragraphs (a)(1) or (a)(7). Paragraph (d)(1) also provides that no meeting or vote of stockholders is required for an amendment to the certificate of incorporation that reclassifies by subdividing the issued shares of a class of stock into a greater number of issued shares, i.e., a forward stock split, provided that such class is the only class of such corporation’s capital stock then outstanding (and is not divided into series). Paragraph (d)(1) also provides that no vote of stockholders is required, in connection with such subdivision, for such amendment to increase the authorized number of shares of such class, up to an amount proportionate to the subdivision. Paragraph (d)(2) provides that a corporation listed on a national securities exchange can amend its certificate of incorporation to reclassify by combining the issued shares of a class into a lesser number of issued shares, i.e., a reverse stock split, without obtaining the vote or votes otherwise required by subsection (b) if (i) the shares are listed on a national exchange immediately before the amendment becomes effective and such corporation meets the listing requirement of such exchange relating to the minimum number of holders immediately after the amendment becomes effective, (ii) at a meeting of stockholders at which a vote is taken for and against the proposed amendment, the votes cast for the amendment exceed the votes cast against the amendment and (iii) if the amendment increases or decreases the number of shares of a class of stock that has not opted out of the class vote pursuant to the last sentence of paragraph (b)(2), the votes cast for the amendment by the holders of such class exceed the votes cast against the amendment by the holders of such class. Under the voting standard set forth in paragraph (d)(2)(B) and (C), abstentions have no effect on whether the required approval is obtained. The addition of subsection (d) does not eliminate the stockholder vote required to change the par value of a class of stock, whether or not in connection with any subdivision or combination. Notably, the “unless otherwise expressly required by the certificate of incorporation” lead-in to subsection (d) permits a corporation to “opt in” to the stockholder votes that otherwise would be required under subsection (b) in connection with any subdivision or combination of the issued shares or increase or decrease in the authorized number of shares contemplated by subsection (d). Any such provision in the certificate of incorporation must expressly state that the stockholder vote otherwise required under subsection (b) is required to adopt any amendment to the certificate of incorporation specified in subsection (d) or must expressly “opt out” of the provisions of subsection (d). A general recitation in the certificate of incorporation of the vote generally required under subsection (b) without a specific reference to the amendments specified in subsection (d) is not sufficient. Section 242(a)(3) is also being amended to require that reclassifications by way of subdividing and combining, i.e., forward stock splits and reverse stock splits, must apply to outstanding shares and shares held in treasury, i.e., all “issued” shares. New subsection (d) also reflects this change. Section 8 of this Act amends § 260 of Title 8 to confirm the authority of a corporation, following a merger, consolidation, conversion, or domestication, to issue bonds, other obligations, shares of its capital stock, and other securities, and to mortgage its franchise, rights, privileges, and property, in connection with such merger, consolidation, conversion, or domestication. Section 9 of this Act amends § 262 of Title 8, in connection with the amendments to § 390 of Title 8 set forth in Section 13 of this Act, to provide appraisal rights to stockholders in connection with a transfer, domestication, or continuance of the corporation in a foreign jurisdiction, unless appraisal rights are denied under the “market out” exception set forth in amended § 262(b). Amended § 262 eliminates appraisal rights in connection with a merger, consolidation, conversion, or domestication of an entity that has converted to a Delaware corporation under § 265, if the merger, consolidation, conversion, or domestication is authorized under § 265, as amended by Section 10 of this Act. Conforming changes to the other subsections of § 262 provide that appraisal rights are available in a domestication in a similar manner as a merger, consolidation, or conversion. Amended §262(k) clarifies that an appraisal demand may be withdrawn more than 60 days after the effective date of the transaction resulting in appraisal rights if the withdrawal is approved by the corporation, but the amendment does not change the existing rule that appraisal rights cease if a petition for appraisal is not filed under §262(e). Sections 10, 11 and 13 of this Act amend §§ 265, 266 and 390 of Title 8 to permit an other entity or corporation to adopt a plan of conversion or a plan of domestication setting forth the terms and conditions of the conversion or domestication, including the manner of exchanging or converting the equity interests of the other entity or corporation to be converted or domesticated and any other details or provisions deemed desirable. A plan of conversion, adopted under amended § 265, also may set forth corporate action to be taken by the converted corporation in connection with the conversion, each of which must be approved in accordance with the requirements of all applicable law before effectiveness of the conversion. Once so approved, any such corporate action that is within the power of a Delaware corporation under Chapter 1 of Title 8 set forth in the plan of conversion shall be deemed authorized, adopted, and approved, as applicable, by the converted corporation and its board of directors, stockholders, or members, as applicable, and does not require any further action of the board of directors, stockholders, or members of the converted corporation under Title 8. The amendments to §§ 265, 266, and 390 provide that the terms of a plan of conversion or plan of domestication may be made dependent upon facts ascertainable outside of such plan if the manner in which such facts operate upon the terms of the plan is clearly and expressly set forth in such plan. The amendments further provide that a certificate of conversion, certificate of transfer or certificate of transfer and domestic continuance, adopted under §§ 266 or 390, and that a certificate of conversion, adopted under § 265, shall certify that, prior to the time such certificate becomes effective, the plan of conversion or plan of domestication, as applicable, shall be approved in accordance with §§ 266 or 390 or in accordance with all law applicable to the other entity. Also, Section 13 of this act changes the requirement for stockholder approval of the transfer, domestication, or continuance of a corporation in a foreign jurisdiction, from all of the outstanding shares of stock of the corporation to a majority of the outstanding shares of stock entitled to vote on a transfer, domestication, or continuance. If the corporation is transferring, domesticating, or continuing as a partnership with one or more general partners, the transfer, domestication, or continuance also requires the approval of each stockholder that is to become a general partner of the partnership. The amendments require that a certificate of domestication to be filed with the Secretary of State must contain the agreement of the transferring, domesticating or continuing corporation to be served with process in the State of Delaware for any action for enforcement of any obligation of the resulting entity arising from the transfer, domestication, or continuance as well as in appraisal proceedings under § 262 of Title 8. The amendments also provide that, for any corporation incorporated before August 1, 2023, any provision contained in its certificate of incorporation or in a voting trust agreement or other written agreement between or among the corporation and one or more stockholders in effect on or before August 1, 2023 that restricts, conditions or prohibits consummation of a merger or consolidation is also deemed to apply to a transfer, domestication, or continuance, unless the certificate of incorporation or such agreement expressly provides otherwise with respect to a transfer, domestication, or continuance, or if the certificate of incorporation or such agreement does not so expressly provide, a conversion as contemplated by § 266(k) in which case such express provision shall be deemed to apply to a transfer, domestication or continuance as if it were a conversion. Section 12 of this Act amends § 272 of Title 8. New § 272(b) adds a safe harbor for selling, leasing or exchanging collateral assets that secure a mortgage or pledge without obtaining stockholder approval under § 271 of Title 8. Amended § 272(b)(1) clarifies this approval is not required if the secured party can sell the collateral without the corporation’s consent (including without the consent of its board of directors and stockholders) under the law governing the mortgage or pledge or other applicable law. If a secured party is entitled to sell the collateral in such circumstances, but wishes not to, § 272(b)(2) permits the secured party and the board of directors to agree to an alternative transaction (e.g., a strict foreclosure or sale to a third party), without obtaining § 271 stockholder approval, if the value of the assets is less than or equal to the amount of the liability or obligation being reduced or eliminated as a result of the transaction. A specific type of asset valuation is not prescribed, and a transaction would not fail the asset value test solely because consideration is paid to the corporation or its stockholders. For example, consideration might be paid to those parties in the ordinary course of similar transactions or paid as “nuisance value” to avoid claims in litigation. Amended § 272(b) is not intended to affect a secured party’s obligation to comply with article 9 of a uniform commercial code, real property law or other applicable law. Amended § 272 does not create a general insolvency exception to § 271 of the type that the Supreme Court of the State of Delaware declined to adopt in Stream TV Networks, Inc. v. SeeCubic, Inc., 279 A.3d 323 (Del. 2022). The amendments to § 272 establish safe harbors for when stockholder approval is not required by § 271. Amended § 272 does not preclude further case law developments on which transactions constitute a “sale, lease or exchange” of assets for purposes of § 271, nor is amended § 272 intended to preclude further development of the quantitative and qualitative analyses used by the Delaware courts to interpret § 271. New § 272(c) provides that, after a transaction is completed, it cannot be invalidated for failure to satisfy the asset value test if the transferee of the assets provided value and acted in good faith (as defined in § 1-201(b)(20) of Title 6). However, a transaction may be enjoined before consummation, and § 272(c) does not preclude monetary damages for a claim based on a violation of fiduciary duty by a director, officer or stockholder. New § 272(c) does not change the fiduciary duties of directors or officers (or, as applicable, stockholders) in connection with a sale, lease or exchange, or the level of judicial scrutiny that will apply to the decision to enter into a sale, lease or exchange, each of which will be determined based on the common law of fiduciary duty, including the duty of loyalty. New § 272(c) does not eliminate defenses otherwise available, including based on § 141(e) of Title 8 or a § 102(b)(7) of Title 8 provision. The adoption of § 272(c) is not intended to preclude application of a similar remedies scheme for a § 271 violation. New § 272(d) provides that a certificate of incorporation provision that requires stockholder authorization of a sale, lease or exchange of assets does not apply to a sale, lease or exchange permitted by § 272(b) unless the certificate of incorporation expressly so provides. New § 272(d) applies only to certificate of incorporation provisions that first become effective after August 1, 2023. The amendments to § 272 apply to nonstock corporations through the translator provisions of § 114. Section 14 of this act provides that the effective date of Sections 1 through 8, 11 and 12 is August 1, 2023. Section 15 of this act provides that Section 9 only applies to mergers, consolidations, conversions, domestications, transfers, and continuances adopted or entered into on or after August 1, 2023, as determined under Section 15. Section 16 of this act provides that Section 10 only applies to corporations with respect to which a plan of conversion is entered into on or after August 1, 2023, or, if a plan of conversion is not entered into in connection with the conversion, any such corporations with respect to which the approvals required by § 265(h), as amended by this Act, are obtained on or after August 1, 2023. Section 17 of this act provides that Section 13 is effective only with respect to corporations domesticating, transferring, or continuing pursuant to resolutions of the board of directors approving the action that are adopted on or after August 1, 2023. This Act requires a greater than majority vote for passage because § 1 of Article IX of the Delaware Constitution requires the affirmative vote of two-thirds of the members elected to each house of the General Assembly to amend the general corporation law.

This Act continues the practice of amending periodically the Delaware Revised Uniform Partnership Act (the “GP Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments to the GP Act: Section 1 amends § 15-101 of the GP Act (i) to add a new definition of “foreign partnership,” which term appears in the GP Act, and (ii) to fix a typographical error. Section 2 adds a new § 15-208 to the GP Act to clarify that a subscription for a partnership interest may be irrevocable if the subscription states it is irrevocable to the extent provided by the terms of the subscription. Section 3 amends § 15-902(g) of the GP Act. Currently, § 15-902(g) of the GP Act permits a duly approved agreement of merger or consolidation or plan of merger to effect any amendment to the partnership agreement or effect the adoption of a new partnership agreement. This amendment to § 15-902(g) confirms that an amendment to a partnership agreement or adoption of a new partnership agreement effected under § 15-902(g) of the GP Act may be effected only with respect to the partnership agreement of the surviving or resulting partnership and not with respect to the partnership agreement of a constituent partnership that is not a surviving or resulting partnership. Section 4 amends § 15-1003(b) of the GP Act to confirm that this section of the GP Act applies to foreign limited liability partnerships. Section 5 provides that the amendments to the GP Act take effect August 1, 2023.

This Act continues the practice of amending periodically the Delaware Limited Liability Company Act (the “LLC Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments to the LLC Act: Section 1 amends § 18-204(a) of the LLC Act to clarify that certificates required by the LLC Act to be filed in the office of the Secretary of State are to be executed in the manner set forth in § 18-204(a). Section 2 amends § 18-205(a) of the LLC Act to clarify that a failure or refusal to execute any certificate required by the LLC Act is subject to § 18-205(a) of the LLC Act. Section 3 amends § 18-209(f) of the LLC Act. Currently, § 18-209(f) of the LLC Act permits a duly approved agreement of merger or consolidation or plan of merger to effect any amendment to a limited liability company agreement or effect the adoption of a new limited liability company agreement. This amendment to § 18-209(f) confirms that an amendment to a limited liability company agreement or adoption of a new limited liability company agreement effected pursuant to § 18-209(f) of the LLC Act may be effected only with respect to the limited liability company agreement of the surviving or resulting limited liability company and not with respect to the limited liability company agreement of a constituent limited liability company that is not the surviving or resulting limited liability company. Section 4 amends § 18-215 of the LLC Act. Currently, § 18-806 of the LLC Act permits revocation of dissolution of a limited liability company prior to the filing of a certificate of cancellation of the certificate of formation in the office of the Secretary of State; however, the LLC Act does not currently address revocation of termination of a protected series prior to the completion of the winding up of the protected series. This amendment adds a new §18-215(d) to permit revocation of termination of a protected series prior to the completion of the winding up of the protected series. Section 5 amends § 18-217(h) of the LLC Act. Currently, among other requirements, a certificate of division must state the name and business address of the division contact and the name and address of the division company where the plan of division is on file. Because this information may change over time, this amendment permits or requires the filing of a certificate of amendment of certificate of division to amend the name or business address of the division contact or the name and address of the division company where the plan of division is on file. The requirement to update such information in a certificate of division ends after the expiration of a period of 6 years following the effective date of the division. Section 5 also amends § 18-217(l)(1) of the LLC Act to clarify that pursuant to a division, a dividing company is divided into distinct and independent division companies as such term is used in the LLC Act. Finally, Section 5 also amends § 18-217(l)(9) of the LLC Act. Currently, under § 18-217 of the LLC Act, a dividing company does not need to survive a division. This amendment confirms that a dividing company need not be a surviving company. Section 6 amends § 18-218 of the LLC Act. Currently, § 18-806 of the LLC Act permits revocation of dissolution of a limited liability company prior to the filing of a certificate of cancellation of the certificate of formation in the office of the Secretary of State; however, the LLC Act does not currently address revocation of dissolution of a registered series prior to the filing of a certificate of cancellation of the certificate of registered series in the office of the Secretary of State. This amendment adds a new § 18-218(f) to permit revocation of dissolution of a registered series prior to the filing of a certificate of cancellation of the certificate of registered series in the office of the Secretary of State. Section 7 adds a new § 18-506 to the LLC Act to clarify that a subscription for a limited liability company interest may be irrevocable if the subscription states it is irrevocable to the extent provided by the terms of the subscription. Section 8 amends § 18-1105(a)(3) of the LLC Act to specify the fee payable to the Secretary of State to file a certificate of amendment of certificate of division. Section 9 amends § 18-1107(k) of the LLC Act to acknowledge that certificates of amendment of certificate of division should be accepted for filing by the Secretary of State if at least 1 division company is in good standing at the time of such filings. Section 10 provides that the amendments to the LLC Act take effect August 1, 2023. This Act requires a greater than majority vote for passage because § 11 of Article VIII of the Delaware Constitution requires the affirmative vote of three-fifths of the members elected to each house of the General Assembly to impose or levy a tax or license fee.

This Act continues the practice of amending periodically the Delaware Revised Uniform Limited Partnership Act (the “LP Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments to the LP Act: Section 1 amends § 17-204(a) of the LP Act to clarify that certificates required by the LP Act to be filed in the office of the Secretary of State be executed in the manner set forth in § 17-204(a). Further, because Section 5 of this Act contains amendments that permit or require a certificate of amendment to a certificate of division to be filed in the office of the Secretary of State, this section also amends § 17-204(a) of the LP Act to provide the manner in which a certificate of amendment to a certificate of division must be signed. Section 2 amends § 17-211(g) of the LP Act. Currently, § 17-211(g) of the LP Act permits a duly approved agreement of merger or consolidation or plan of merger to effect any amendment to the partnership agreement or effect the adoption of a new partnership agreement. This amendment to § 17-211(g) confirms that an amendment to a partnership agreement or adoption of a new partnership agreement effected pursuant to § 17-211(g) of the LP Act may be effected only with respect to the partnership agreement of the surviving or resulting limited partnership and not with respect to the partnership agreement of a constituent limited partnership that is not the surviving or resulting limited partnership. Sections 3 and 6 amend § 17-218(b)(1) and § 17-221(c)(1) of the LP Act. Each protected or registered series of a Delaware limited partnership must have a general partner associated with it. If a partnership agreement fails to designate an initial general partner associated with such a series, the LP Act designates a general partner to be associated with such a series. If a partnership agreement fails to designate a general partner of the limited partnership generally, the LP Act designates a general partner of the limited partnership generally. These sections amend § 17-218(b)(1) of the LP Act and § 17-221(c)(1) of the LP Act to confirm that the rules for designating a general partner for a limited partnership that has protected or registered series apply only to the designation of an initial general partner and not to subsequent general partners. Section 4 amends §17-218 of the LP Act. Currently, § 17-806 of the LP Act permits revocation of dissolution of a limited partnership prior to the filing of a certificate of cancellation of the certificate of limited partnership in the office of the Secretary of State; however, the LP Act does not currently address revocation of termination of a protected series prior to the completion of the winding up of the protected series. This amendment adds a new § 17-218(d) to permit revocation of termination of a protected series prior to the completion of the winding up of the protected series. Section 5 amends § 17-220(h) of the LP Act. Currently, among other requirements, a certificate of division must state the name and business address of the division contact and the name and address of the division partnership where the plan of division is on file. Because this information may change over time, this amendment permits or requires the filing of a certificate of amendment of certificate of division to amend the name or business address of the division contact or the name and address of the division partnership where the plan of division is on file. The requirement to update such information in a certificate of division ends after the expiration of a period of 6 years following the effective date of the division. Section 5 also amends § 17-220(l)(1) of the LP Act to clarify that pursuant to a division, a dividing partnership is divided into distinct and independent division partnerships as such term is used in the LP Act. Finally, Section 5 also amends § 17-220(l)(9) of the LP Act. Currently, under § 17-220 of the LP Act, a dividing partnership does not need to survive a division. This amendment confirms that a dividing partnership need not be a surviving partnership. Section 7 amends §17-221 of the LP Act. Currently, § 17-806 of the LP Act permits revocation of dissolution of a limited partnership prior to the filing of a certificate of cancellation of the certificate of limited partnership in the office of the Secretary of State; however, the LP Act does not currently address revocation of dissolution of a registered series prior to the filing of a certificate of cancellation of the certificate of registered series in the office of the Secretary of State. This amendment adds a new § 17-221(f) to permit revocation of dissolution of a registered series prior to the filing of a certificate of cancellation of the certificate of registered series in the office of the Secretary of State. Section 8 adds a new § 17-506 to the LP Act to clarify that a subscription for a partnership interest may be irrevocable if the subscription states it is irrevocable to the extent provided by the terms of the subscription. Section 9 amends § 17-1107(a)(3) of the LP Act to specify the fee payable to the Secretary of State to file a certificate of amendment of certificate of division. Section 10 amends § 17-1109(j) of the LP Act to acknowledge that certificates of amendment of certificate of division should be accepted for filing by the Secretary of State if at least 1 division partnership is in good standing at the time of such filings. Section 11 provides that the proposed amendments to the LP Act take effect August 1, 2023. This Act requires a greater than majority vote for passage because § 11 of Article VIII of the Delaware Constitution requires the affirmative vote of three-fifths of the members elected to each house of the General Assembly to impose or levy a tax or license fee.