Synopsis
Section 1. Section 1 of this Act amends Section 102(a) to provide that the name of a corporation must be such as to distinguish it from the name of any registered series of a limited partnership. Section 2. Section 2 of this Act amends Section 102(b)(7). Section 102(b)(7) authorizes a corporation to include in its certificate of incorporation an exculpatory provision that eliminates or limits the liability of directors for monetary damages for certain breaches of duty. The amendment to Section 102(b)(7) clarifies that an exculpatory provision has the effect of eliminating or limiting liability for monetary damages with respect to any act or omission of a director occurring while the exculpatory provision is in effect. Unless the provision provides otherwise at the time of such act or omission, any future amendment, repeal or elimination of that provision will not revoke the elimination or limitation of liability. Section 3. Section 3 of this Act amends Section 108(c). To conform to amended Section 116, Section 108(c) is being amended to permit an incorporator or initial director to rely on Section 116 as a basis to document, sign and deliver a consent by electronic means, unless the use of Section 116 is expressly restricted or prohibited by a provision of the certificate of incorporation. Section 4. Section 4 of this Act amends Section 110. The amendments to Section 110 clarify the types of events that give rise to the availability of emergency powers and confirm certain of the specific powers relating to stockholders’ meetings and dividends that may be exercised during an emergency condition. The amendments to Section 110 are not intended, by implication or otherwise, to limit or eliminate the availability of any powers or emergency actions that are not specifically enumerated with respect to stockholders’ meetings, dividends, or other matters that are practical and necessary in connection with the particular emergency, or to affect the validity of any action taken in an emergency situation but not authorized by the amendments or taken in a non-emergency situation. Section 5. Section 5 of this Act amends Section 116. Section 116(a)(2) establishes non-exclusive means to sign documents for purposes of chapter 1 of title 8. An amendment to this provision clarifies that a person may “execute” a document (such as agreements of merger and other documents that require execution pursuant to chapter 1 of title 8) by using any type of signature contemplated by Section 116(a)(2). Section 116(b) is being amended to allow persons to rely on Section 116(a) as a basis for using an electronic transmission to document director, stockholder, member and incorporator consents and for signing and delivering those documents by electronic means. This amendment supplements provisions that already permitted these consents by electronic means before this amendment. A conforming amendment to Section 116(a)(3) requires that the electronic delivery of stockholder or member consents, and the electronic delivery of documents evidencing a proxy granted by a stockholder or member, must satisfy additional requirements set forth in Section 228(d) (with respect to consents) and Section 212(c) (with respect to proxies). The final sentence of Section 116(b) is being amended to clarify that a provision in the certificate of incorporation or bylaws may restrict or prohibit only the electronic means (but not the manual means) to document an act or transaction and to sign and deliver a document. Section 6. Section 6 of this Act amends Section 132(a)(4) to remove erroneous references to a foreign “general” partnership. Section 7. Section 7 of this Act amends Section 135 to reflect the current practice of the Office of the Secretary of State relating to the appointment of a successor registered agent by a registered agent of a corporation. Section 8. Section 8 of this Act amends Section 141(f). To conform to amended Section 116, Section 141(f)