HB 341 Summary

• Comprehensive amendments to Delaware's General Corporation Law (Title 8) to clarify and standardize provisions governing nonstock corporations, which are corporations not authorized to issue capital stock.

• Creates new Section 114 as a "translator" provision that applies most DGCL provisions to nonstock corporations by substituting nonstock-specific terminology (e.g., "members" for "stockholders," "governing body" for "board of directors," "membership interests" for "shares").

• Expands provisions for nonstock corporation governance, including allowing flexible membership classes, voting rights structures, member voting on mergers/consolidations, and dissolution procedures analogous to stock corporations.

• Adds protections for charitable nonstock corporations by preventing mergers, conversions, or domestications that would impair their charitable status, with notice requirements to the Attorney General.

• Effective August 1, 2010, with specific effective dates for appraisal rights provisions (for transactions after that date) and dissolution-related claims.