Sen. Spiros Mantzavinos

Teachers and other school employees (school employees) do not accrue annual leave that can be used on a flexible basis. Under current law, school employees may only use 3 days of sick leave for personal reasons and may be absent for 5 days after the death of an immediate family member and for 1 day only, on the day of the funeral, after the death of a near relative. This Act makes the following changes to the days that school employees may be absent without loss of pay: 1. Allows a school employee to use the 1 day of leave provided for the funeral of a near relative on the day before or the day after the funeral. 2. Increases the number of days of sick leave that a school employee can use for personal reasons from 3 to 5. 3. Provides that a chief school officer may not ask a school employee the reason they are requesting to be absent for personal reasons and can only deny the school employee's request because of operational requirements. This Act also makes technical corrections to conform existing law to the standards of the Delaware Legislative Drafting Manual, including all of the following: 1. Clarifies the definition of “immediate family”. 2. Corrects an internal reference in subsection (j) that has been incorrect since 1971 when the language regarding excused absences by employees of special school districts, the City of Wilmington, and the State Board of Education in subsection (g) was repealed and the current requirements for the payment of unused sick leave were first enacted. Finally, Sections 2 through 4 of this Act provide that if House Bill No. 65 is enacted in 2023, school employees will receive the same bereavement leave as state employees after a pregnancy loss. If HB 65 is not enacted in 2023, these changes will not take effect.

To prevent Delawareans from facing exorbitant costs for potentially life-saving screenings and follow-up tests, and to allow providers to use clinical judgement in the use of breast cancer examination tools based on established national standards, this Act requires that all insurance policies issued or renewed in this State include coverage of supplemental and diagnostic breast examinations on terms that are at least as favorable as the coverage of annual screening mammograms. The Act covers all group, blanket, and individual health insurance policies (except specified accident, specified disease, hospital indemnity, Medicare supplement, long-term care or other limited benefit health insurance policies) as well as the State employee healthcare plan and Medicaid. This substitute bill differs from the original bill in that it makes technical corrections, excludes certain health, and adds to the definition of breast MRI.

This Act is a substitute for Senate Bill No. 1. Like Senate Bill No. 1, this Act creates a right to representation for tenants in evictions and other landlord-tenant actions. The disruptive displacement that accompanies eviction proceedings creates significant costs for state and local government related to shelter funding, education funding, health care provided in hospitals instead of community-based providers, transportation costs for homeless youth, and foster care. Evictions and disruptive displacement also have significant, well-documented, and long-lasting effects on the lives of individuals and families, including poorer physical and mental health, increased risk of homelessness, increased risk of employment loss, loss of personal property, damage to credit standing, and relocation into substandard housing. Further, evictions fall disproportionately on Black and Latinx families, who have also been the hardest hit by the COVID-19 crisis. Section 1 of this Act establishes a right to representation for evictions and other landlord-tenant actions for covered individuals with household incomes below 200% of the federal poverty guidelines. The Attorney General shall contract with legal services providers for the provision of representation in proceedings covered by this Act. The Right to Representation Coordinator will manage the contracts and work with community organizations to do outreach and education regarding the right to representation. Section 1 of this Act requires landlords to provide notice of the right to representation at periodic designated intervals in the tenancy and in eviction proceedings. Section 2 of this Act authorizes the creation of a residential eviction diversion program modeled after the Superior Court’s Residential Mortgage Foreclosure Mediation Program. Section 3 of this Act is a severability clause. Section 4 of this Act makes Sections 1 and 6 effective 120 days after the Act's enactment. Section 5 of this Act makes Section 2 of this Act contingent on funding. Section 6 requires the Coordinator to provide the General Assembly with a copy of the first annual report required under § 5605 of Title 25, as contained in this Act, to determine if additional funding is needed to address the fiscal impact of the Act on the Justice of the Peace Court. This Act differs from Senate Bill No. 1 as it does all of the following: (1) Removes a judicial or administrative proceeding to remedy a violation of law related to security deposit from the list of proceedings included in a covered proceeding. (2) Replaces “covered individual” with “tenant” in the provision determining a tenant’s eligibility to be a covered individual. (3) Makes clear that a covered individual’s household income is to be determined over the immediately preceding 12 months. (4) Makes clear how to determine household income for a full-time student. (5) Tabulates the list of notices provided by a landlord that trigger a covered individual’s receipt of legal representation and further clarifies the notice related to termination of a rental agreement. (6) Provides that a designated organization may decline representation if an attorney deems the covered individual’s defense to lack merit, in addition to a determination by the attorney that an appeal lacks merit. (7) Provides that a covered individual is entitled to receive legal representation as soon as practicable after the initiation of a covered proceeding, rather than just an eviction proceeding. (8) Removes the requirement that a court, at a covered individual’s first appearance in a covered proceeding, provide a covered individual with notice of the individual’s right to, and the availability of, legal representation under this Act. This notice is intended to be provided earlier by the Right to Representation Coordinator (“Coordinator”). (9) Requires that events planned for, and information distributed to, tenants also be made available to landlords and property managers. (10) Requires that the Coordinator include a full accounting of their expenditures as part of the required annual report. (11) Provides that the Coordinator is to prepare information explaining legal representation available to tenants, provides that the information is known as “informational materials”, requires the Coordinator to prepare the informational materials in English, Spanish, and Haitian Creole, and clarifies the events that require the informational materials to be provided to a tenant. (12) Clarifies the date from which actions are to be taken by the Coordinator and the Justice of the Peace Courts. (13) Makes clear that the provision of legal representation to a covered individual under Section 1 of this Act is not intended to be the sole basis for a continuance of a covered proceeding scheduled before the effective date of Section 1 of this Act for a hearing on or after the effective date of Section 1 of this Act. (14) Provides that the residential eviction diversion program includes an initial mediation conference rather than a conciliation conference. (15) Makes technical corrections, including to use the defined term “rental agreement” instead of “lease” and to insert “Delaware” before “Supreme Court” for clarity.

This Act makes updates to Title 15 related to the efficient administration of elections. Section 1 requires that ballots and sufficient materials essential for the administration for each election shall be provided to each polling location on Election Day.   Section 2 revises, consolidates, and clarifies the sections of the Code that address opening and preparing ballots for tabulation. Updates are made to the language to reflect the use of electronic scanning and tabulation machinery rather than written tally sheets. It also clarifies the process for creating a duplicate ballot that can be read by the machine in the event the original ballot is unreadable. For administrative efficiency, the Act extends the time when ballots may be opened and processed to begin 30 days before the election rather than the Friday before the election.Finally, instead of requiring the teams of election judges to be composed of half Democrats and half Republicans, the requirement would now be that no more than half of the members of the team may be registered with any one party. This allows independents or members of smaller parties to participate as election judges but prevents any one party from dominating a team, as a safeguard against fraud. The requirement that ballots may only be opened and processed in public meetings, with challengers present, and that the ballots at all times are securely stored is maintained. The results of the ballots are not permitted to be extracted or reported before the polls have closed on the day of the election

This Act allows the Department of Natural Resources and Environmental Control to assist more small businesses and organizations in making energy efficiency improvements to their facilities by raising the proportion of those projects that can be funded through grants or loans by the Energy Efficiency Investment Fund. Currently, assistance is capped at 30% of the project cost up to $250,000, leaving an applicant to come up with the remaining 70% or more. This can be prohibitive for smaller entities. By raising the eligible proportion of the project cost to 60%, without changing the maximum funding, the Department can help more small businesses, local governments, and nonprofits reduce their operating costs and environmental impact.

This Act creates certain uniform, minimum requirements for public notice related to permits and permit renewals issued by the Department of Natural Resources and Environmental Control. In particular, the notice must include instructions for electronic submission of public comment or request for hearing, the permit application to which the notice applies must be available electronically and a link to a page where the application may be accessed electronically shall be provided in the text of the notice, a copy of the notice shall be posted on the Department's website in addition to whatever other means of delivery is required for the notice, and elected officials whose district includes the location of the permitted activity must be individually notified by e-mail. Where the application materials are too voluminous to post online the Department may provide instructions for alternative access. Conforming and technical changes are made to other parts of the Code that deal directly with public notice of permit applications. The Act is effective 180 days after its enactment.

This bill raises the public bidding thresholds for procurement of goods, contractual services, professional services and public works contracts by county governments to match the bidding thresholds set forth by the State of Delaware’s Contracting and Purchasing Advisory Council or otherwise set forth by state law. Section 1 of this bill addresses the bidding thresholds set forth in 9 Del C. § 314. First, this bill removes subsection f, which exempted Kent County from subsection a, which will now apply to all counties. Second, this bill grants Sussex County the same power and authority with respect to sole source procurement, emergency needs, contract performance, multiple source contracting as granted to the State under Chapter 69 of Title 29, an authority already granted to the government of New Castle County and Kent County. Finally, this bill grants Sussex County the same power and authority as Kent County and New Castle County to grant contracts without requesting competitive bids and without awarding such contract to the lowest bidder when such contracts are for engineering, legal or other professional services requiring special skills or training. Section 2 of this bill modifies the procedure by which the Financial Officer of Sussex County may award public contracts and aligns it with the procurement procedure set forth in Section 1 of this bill.

This Act corrects the Delaware crisis text number and the National Suicide Prevention call or text line that is required to be printed on pupil identification cards for all public schools serving pupils in grades 7 to 12 and for all students attending public institutions of higher learning in Delaware. This Act takes effect for the 2023-2024 school year.

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.