Rep. Sean Lynn

This Act authorizes the Family Court to appoint an education decision maker for abused, dependent, neglected, and delinquent children and children in the custody of the Department of Services for Children, Youth, and Their Families under Chapter 25 of Title 13 to assist with education stability, discipline, and other education issues when a parent or guardian is unavailable or unable to make such decisions or consents to the appointment. This Act does not supplant the educational surrogate parent program under § 3132 of Title 14.

Sections 1 and 7. These sections amend Sections 15-108(d) and 15-1102(a)(1)(a) of the Act to clarify and confirm the distinction between domestic partnerships and foreign partnerships and to make certain other conforming changes. Section 2. This section amends Section 15-401(l) of the Act to confirm and clarify the broad power and authority of a partner to delegate any or all of the partner’s rights, powers and duties to manage and control the business and affairs of a partnership, including any core governance functions. Section 3. This section amends Section 15-901(a) of the Act relating to conversions to a partnership to confirm that the term "other entity" includes any incorporated or unincorporated business or entity (other than a domestic partnership). Section 4. This section amends Section 15-902(a) of the Act relating to mergers and consolidations to confirm that "other business entity" includes any incorporated or unincorporated business or entity (other than a domestic partnership). Section 5. This section amends Section 15-903(a) of the Act relating to a conversion of a partnership to confirm that a domestic partnership may convert to any incorporated or unincorporated business or entity (other than a domestic partnership). Section 6. This section amends Section 15-904(a) of the Act relating to the domestication of non-United States entities to confirm that the term "non-United States entity" includes any incorporated or unincorporated non-United States business or entity. Section 8. This section provides that the proposed amendments of the Act shall become effective August 1, 2017.

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. Sections 1 through 5 and 12. These sections amend Sections 18-101(4), 18-101(11), 18-102(5), 18-104(g), 18-104(i)(4) and 18-1107(a) of the Act to clarify and confirm the distinction between domestic limited liability companies and foreign limited liability companies and to make certain other conforming changes. Section 6. This section adds subsection (e) to Section 18-201 of the Act to confirm and clarify that a certificate of formation substantially complies with Section 18-201(a)(2) if it contains the name of the registered agent and the address of the registered office even if the certificate of formation does not expressly designate such person as the registered agent or such address as the registered office or the address of the registered agent. Section 7. This section amends Section 18-209(a) of the Act relating to mergers and consolidations to confirm that "other business entity" includes any incorporated or unincorporated business or entity (other than a domestic limited liability company). Section 8. This section amends Section 18-212(a) of the Act relating to the domestication of non-United States entities to confirm that the term "non-United States entity" includes any incorporated or unincorporated non-United States business or entity. Section 9. This section amends Section 18-214(a) of the Act relating to conversions to a limited liability company to confirm that the term "other entity" includes any incorporated or unincorporated business or entity (other than a domestic limited liability company). Section 10. This section amends Section 18-216(a) of the Act relating to a conversion of a limited liability company to confirm that a domestic limited liability company may convert to any incorporated or unincorporated business or entity (other than a domestic limited liability company). Section 11. This section amends Section 18-407 of the Act to confirm and clarify the broad power and authority of a member or manager to delegate any or all of the member’s or manager’s rights, powers and duties to manage and control the business and affairs of a limited liability company, including any core governance functions. Section 13. This section provides that the proposed amendments of the Act shall become effective August 1, 2017.

Section 1. Sections 1, 2, 5, 6, 7, 11 and 36 of this Act amend Sections 151(f), 202(a), 219(a), 219(c), 224, 232(c) and 364 of Title 8, respectively. Amendments to Sections 219, 224 and 232 and related provisions are intended to provide specific statutory authority for Delaware corporations to use networks of electronic databases (examples of which are described currently as “distributed ledgers” or a “blockchain”) for the creation and maintenance of corporate records, including the corporation’s stock ledger. Section 219(c), as amended, now includes a definition of “stock ledger.” Section 224, as amended, requires that the stock ledger serve three functions contemplated by the Delaware General Corporation Law: it must enable the corporation to prepare the list of stockholders specified in Sections 219 and 220; it must record the information specified in Sections 156, 159, 217(a) and 218; and, as required by Section 159, it must record transfers of stock as governed by Article 8 of subtitle I of Title 6. Sections 151, 202 and 364 are also amended to clarify that the notices given to holders of uncertificated shares pursuant to those sections may be given by electronic transmission. Section 2. Sections 3 and 4 of this Act amend Section 203(b) of Title 8. The amendments to Section 203(b)(3) clarify that an amendment to the corporation’s certificate of incorporation opting out of the restrictions on business combinations under that section becomes effective at the date and time such amendment becomes effective under Section 103 (in the case of a corporation that has never had a class of voting stock listed on a national securities exchange or held of record by more than 2,000 stockholders and that has not elected through its original certificate of incorporation or any amendment thereto to be governed by Section 203) or 12 months after the effective date of such amendment (in the case of all other corporations), rather than, in each case, the time at which the amendment is adopted by stockholders. The amendment to the last sentence of Section 203(b) adopts the same language with respect to the effectiveness of an amendment as added in Section 203(b)(3). Section 3. Sections 8, 9 and 10 of this Act amend Sections 228(c), 228(d) and 228(e) of Title 8, respectively. Section 228 is amended to provide that a consent need not bear the date of signature of the stockholder or member signing the consent. The amendments to Section 228(c) also provide that the sixty-day period for the delivery of consents will start on the first date a consent is delivered to the corporation. The amendments eliminate surplus language that specified where consents had to be delivered. Section 4. Sections 12 through 35 of this Act amend the provisions on mergers and consolidations in subchapter IX of chapter 1 of Title 8. Sections 254, 263 and 264 are amended to permit mergers of Delaware corporations with joint-stock or other associations, limited liability companies and partnerships formed or organized under the laws of a non-US jurisdiction. Sections 252, 253, 258 and 267 are amended to use the term “foreign corporation” (as such term is defined in Section 371(a)) to refer consistently to mergers with a corporation organized under the laws of any jurisdiction other than the State of Delaware. Sections 255 and 256 are amended to clarify how membership interests in a non-stock corporation may be treated in a merger and, as a result, redundant language to this effect in Section 257 is eliminated. All sections relating to mergers are amended to conform language to eliminate inconsistencies. The term “organized” is used with respect to corporations and refers to the method by which a corporation is formed, incorporated, created or otherwise comes into being under the laws governing its internal affairs. The term “formed” is used with respect to non-corporate entities and includes the method by which a non-corporate entity is formed, created or otherwise comes into being under the laws governing its internal affairs. Both terms are used with respect to joint stock associations given that the manner in which they are characterized may, depending upon the law at issue, include attributes of both “organized” and “formed”. The clarification of the terms used to refer to corporations and non-corporate entities and the elimination of the term “existing” from Section 251 are for clarification purposes only and do not change the intent of such sections prior to the amendments. Each of the statutes on mergers and consolidations involving Delaware corporations and non-Delaware entities is amended to provide that such mergers and consolidations are permitted so long as the laws of the applicable non-Delaware jurisdictions do not prohibit the transaction. These amendments change provisions of Sections 252, 253, 256 and 258 that permitted these mergers and consolidations under Delaware law only if the applicable non-Delaware law “permitted” the transaction and change the language of Sections 254, 263, 264 and 267 from not “forbid” to not “prohibit”. The amendments are intended to further facilitate mergers and consolidations of Delaware corporations with non-Delaware entities. Section 5. Sections 37 and 38 of this Act amend Sections 374 and 502(a) of Title 8, respectively. Section 502 is amended to clarify the information required to be disclosed in annual reports filed by domestic corporations with the Office of the Secretary of State of the State of Delaware. Section 374 is amended to conform the annual reporting requirements for corporations formed in another jurisdiction and qualifying to do business in Delaware with the requirements for domestic corporations. The amendments will allow for seamless electronic integration and more efficient processing of these annual reports. Section 6. Sections 39 and 40 of this Act relate to the effectiveness of the amendments to Title 8. Section 40 of this Act provides that Sections 8 through 10 of this Act (relating to the amendments to Section 228 of Title 8) are effective only for stockholder and member actions taken by consent having a record date, for purposes of determining the stockholders or members entitled to consent, on or after August 1, 2017. Section 39 of this Act provides that Sections 1 through 7 and Sections 11 through 38 of this Act (relating to the remaining amendments to Title 8 set forth in this Act) are effective on August 1, 2017.

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. Sections 1 through 6, 10 and 15. These sections amend Sections 17-101(4), 17-101(8), 17-102(5), 17-104(b), 17-104(g), 17-104(i)(4), 17-216(b)(6) and 17-902(1)(b) of the Act to clarify and confirm the distinction between domestic limited partnerships and foreign limited partnerships and to make certain other conforming changes. Section 7. This section adds subsection (e) to Section 17-201 of the Act to confirm and clarify that a certificate of limited partnership substantially complies with Section 17-201(a)(2) if it contains the name of the registered agent and the address of the registered office even if the certificate of limited partnership does not expressly designate such person as the registered agent or such address as the registered office or the address of the registered agent. Section 8. This section amends Section 17-211(a) of the Act relating to mergers and consolidations to confirm that "other business entity" includes any incorporated or unincorporated business or entity (other than a domestic limited partnership). Section 9. This section amends Section 17-215(a) of the Act relating to the domestication of non-United States entities to confirm that the term "non-United States entity" includes any incorporated or unincorporated non-United States business or entity. Section 11. This section amends Section 17-217(a) of the Act relating to conversions to a limited partnership to confirm that the term "other entity" includes any incorporated or unincorporated business or entity (other than a domestic limited partnership). Section 12. This section amends Section 17-219(a) of the Act relating to a conversion of a limited partnership to confirm that a domestic limited partnership may convert to any incorporated or unincorporated business or entity (other than a domestic limited partnership). Section 13. This section amends Section 17-303(b)(1) of the Act to confirm that limited partners may hold any type of interest in a general partner without participating in the control of the business of a limited partnership. Section 14. This section amends Section 17-403(c) of the Act to confirm and clarify the broad power and authority of a general partner to delegate any or all of the general partner’s rights, powers, and duties to manage and control the business and affairs of a limited partnership, including any core governance functions. Section 16. This section provides that the proposed amendments of the Act shall become effective August 1, 2017.

This Act updates the school stability law for children in the custody of the Department of Services for Children, Youth and Their Families (DSCYF) following passage of the federal Every Student Succeeds Act (ESSA), which reauthorizes the Elementary and Secondary Education Act (ESEA). ESSA requires Delaware to eliminate the provision “awaiting foster care placement” under § 202(c), Title 14 in accordance with the federal McKinney Vento Homeless Assistance Act by December 10, 2017, and instead create a distinct provision regarding school stability for children in the custody of DSCYF. [42 U.S.C. §§ 11431 to 11435; ESEA section 1111(g)(1)(E)(i)-(iii)), 20 U.S.C. §6311(g)(1)(E)]. This Act clarifies that children in the custody of DSCYF remain entitled to attend their school of origin if it is in their best interests to do so, or are eligible for immediate enrollment in a new school. Sections 1, 2, and 3 of this Act take effect on the effective date of final regulations published in the Register of Regulations and promulgated under authority granted by § 202A(d) of Title 14, which is created by Section 2 of this Act.

This bill expands the list of persons eligible to participate in the Ada Leigh Soles Memorial Professional Librarian and Archivist Incentive Scholarship Program to include employees of non-public libraries in Delaware that join the Delaware Library Consortium.

This bill would require that a resident 65 years of age or older claiming a tax credit against school taxes must be a resident of the state for at least 10 years before qualifying for such credit. The current requirement is only for 3-year residency. This bill makes a conforming change in the Code provision governing reimbursements from the General Fund. It also eliminates language related to 2001 taxes, which is no longer relevant. This change will be effective for tax and fiscal years after January 1, 2017. Those residents who would have become eligible over the last three years under the prior version of the statute will remain eligible.

This Act clarifies that after a physician-patient relationship has been properly established in accordance with this section, subsequent communications and treatment may be conducted as the doctor and patient deem appropriate. As with all practice of medicine, such subsequent interactions must still meet the standard of care for the given field of medicine. The Act also clarifies that this statute is not intended to limit the practice of radiology or pathology – fields in which it has long been standard for an off-site specialist to examine records created by a treating physician or technician.

This Act requires that health insurance offered in this State provide coverage for fertility care services, including in vitro fertilization ("IVF") procedures for persons, who along with their partner, suffer from a disease or condition that results in the inability to procreate or to carry a pregnancy to viability. Like all other diseases, infertility should be covered by insurance. According to the National Infertility Association, RESOLVE, infertility affects 1 in 8 couples and 1 in 4 cannot afford treatment. Everyone deserves the right to procreate. Right now, many Delaware families diagnosed with infertility fall into a “coverage gap” and pay out-of-pocket for fertility care services. Only certain employers provide any fertility care coverage in Delaware and many of these plans provide very limited coverage. Families generally must pay high co-pays or adhere to service restrictions and lifetime dollar caps that strictly limit their treatment options, and thus make it unaffordable for many of them to proceed without risking their financial security or without achieving a successful pregnancy. For example, 1 IVF cycle can cost between $15,000 and $25,000 and, on average, it takes 2 to 3 cycles to achieve pregnancy. Additionally, highly inflated managed care pharmacy prices for IVF medications, where families with coverage can pay as much as 100% more for medications compared to prices charged to self-pay families, often contribute to 25-50% or more of total IVF costs, which can quickly drain lifetime caps and severely limit overall IVF care options. According to the National Conference of State Legislatures, 15 states currently have laws requiring insurance coverage for infertility diagnosis or treatment, including 2 states that border Delaware, New Jersey and Maryland. This puts the State at a significant competitive disadvantage, as many reproductive age residents intentionally change employers and leave Delaware to gain more attractive fertility care benefits. It is also well-documented that individuals who self-pay for IVF procedures, or have limited benefits, often demand that 2 or more embryos be transferred to their uterus. This is a dangerous and costly approach for heavily burdened health care resources, and can be completely avoided, with greater access to covered fertility care services. This Act require insurers to cover fertility care services based on the latest IVF technologies to increase pregnancy success rates for singleton births at the lowest possible costs. This will greatly reduce the risk of multiple births and greatly reduce hospital and health care costs, thus saving employers money. Several recent studies have found that the cost of perinatal and neonatal care for twins is about $100,000, whereas singleton pregnancies cost about $13,000. Triplet pregnancies can cost $400,000 or more. For every 100 pregnancies from IVF that are singletons (but could have been twins), about $8.7 million dollars is saved, on top of reduced pain and suffering for parents and premature babies. This Act would significantly reduce this high financial and societal burden, with the promotion of IVF technologies that exclusively use single-embryo transfers. This Act could increase the number of persons treated for infertility, but also increase the number of babies born in Delaware by 2-300 per year, thus increasing the state’s birth rate by 1-2% and providing a boost to the local economy, while also decreasing health care costs.