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shall not for that reason be dissolved; but it shall be lawful on any other day (upon due notice as the by-laws may provide, and in default of any provision, then upon notice, as prescribed by Section 15 of this Article) to hold such election; and all acts of directors so holding over shall be valid until their successors are duly chosen and qualified.

Ibid, sec. 13. 1888, art. 23, sec. 13. 1868, ch. 471, sec. 13.

1908, ch. 240, sec. 22. 22. Shares standing in the name of fiduciaries, may be voted by them, and fiduciaries may, upon proof of title and qualification, vote the shares standing in the name of any person for whom they are authorized to act as executor, administrator, guardian, trustee or committee. A pledgor before sale shall be deemed to be the holder of his shares for the purpose of voting the same.

1908, ch. 240, sec. 23. 1916, ch. 596, sec. 8, par. 23. 23. Notice of the time, place and/or purpose of any meeting of members, stockholders or directors, whether required by the by-laws or by any provision of this Article, or otherwise, may be dispensed with if every member or stockholder shall either attend in person or by proxy, or if every director shall attend in person, or if every absent member, stockholder or director shall, in writing filed with the records of the meeting, either before or after the holding thereof, waive such notice.

Amendments After Organization.

1904, art. 23, secs. 55, 82, 83, 81, 85 and 86. 1888, art. 23, secs. 47, 74, 75,

76, 77 and 78. 1868, ch. 471, secs. 42, 69, 70, 71, 72 and 73.
1890, ch. 339, 1892, ch. 39. 18:54, (h. 557. 198, ch. 240,

sec. 24. 1916, ch. 596, sec. 8, par. 24. 24. Every corporation of this State now existing or hereafter formed, may from time to time and in the manner hereinafter provided, amend its charter and thereby accomplish any one or more of the following objects: The addition to or diminution of the corporate powers and purposes, or the substitution of other powers and

purposes in whole or in part for those named in the charter; the increasing of the authorized capital stock by increasing the number of shares thereof and the classification,

if desired, of such increase; the decreasing of the authorized but unissued capital stock by reducing the number of shares thereof; the changing of the number and/or par value of the shares of the capital stock, or any class thereof, provided that the total amount of outstanding stock is not thereby increased, and provided further, that the relative voting powers of shares of stock of different classes outstanding at the time of such change are not thereby affected; the classification or reclassification of any unissued part of the authorized capital stock; the changing of the corporate business; the changing of the corporate name; the changing of the location of the principal office; and the making of any other amendment of the charter that may be desired; provided that such amendment shall contain only such provisions as it would be lawful or proper to insert in an original certificate of incorporation made at the time of making such amendment.

189),

1904, art. 23, sec. 55. 1888, art. 23, sec. 47. 1848, ch. 471, sec. 42. ch. 339. 1892, ch. 39. 18994, ch. 557. 1908, ch. 240. sec. 25.

1916, ch. 596, sec. 18, par. 25.

25. Such amendment or amendments shall be made in the manner following:

(1) The board of directors shall pass a resolution declaring that such amendment or amendments is or are advisable and calling a meeting of stockholders or members to take action thereon. The meeting of the stockholders or members shall be duly warned in the manner provided in Section 15 of this Article. If two-thirds of all of the shares (or, if two or more classes of shares have been issued, two-thirds of each class, outstanding and entitled to vote, or two-thirds of the members vote in favor of such amendment or amendments, articles of amendment setting forth such amen-lment or amendments and stating that the same has or have been duly advised by the board of directors and adopted by the stockholders or members shall be signed and acknowledged in the name and on behalf of the corporation by the president or a vice-president with the corporate seal attached, attested by the secretary or an assistant secretary, and the matters and facts set forth in said articles of amendment shall be verified under oath by the cbair

man or the secretary of the meeting of the members or stockholders at which such amendment or amendments was or were adopted. Such articles of amendment, together with a copy thereof, shall be delivered to the State Tax Commission, which, upon the payment, and not before, of the recording fees for which provision is hereinafter made, and, if the amount of the authorized capital stock be increased thereby, upon the pay. ment, and not before, of the bonus tax prescribed by law, if any payable, as in the case of a certificate of incorporation, shall receive the same for record and endorse thereon the date and time of such receipt and promptly record the same as in the case of a certificate of incorporation. After such recording the State Tax Commission shall transmit the original articles of amendment to the Secretary of State, by whom the same shall be again recorded, and shall transmit a copy thereof, duly certified by it to the Clerk of the Circuit or Superior Court (according to the location of the principal oflice of the corporation prior to such amendment) by whom the same shall be again recorded. At the time of receiving such articles of amendment for record, the State Tax Commission shall collect recording fees of ten dollars (to be divided, accounted for and paid over by the Commission as in the case of a certificate of incorporation).

(2) When such articles of amendment have been delivered to the State Tax Commission with the recording fees, for which provision is heretofore made, and the bonus tax, if any payable, the amendment or amendments made thereby shall take effect, and not before. A duly certified copy of such articles of amendment from the records of the Secretary of State, the State Tax Commission or of the Circuit or Superior Court shall be evidence of the amendment or amendments made thereby. The recording by the State Tax Commission of the articles of amendment shall be conclusive evidence of the payment of the recording fees and bonus tax, if any, required by law to be paid to it, except in a direct proceeding by the State.

Ibid, sec. 86. 1888, art. 23, sec. 78. 1868, ch. 471, sec. 73. 1.MOS, ch, 2+),

sec. 26.

1916, ch. 596, sec. 8, par. 26. 26. If an increase of the authorized capital stock of any corporation shall have been duly authorized, as in Section 24 pro

vided, the articles of amendment shall also set forth: (a) the amount of outstanding stock theretofore authorized; (b) the amount of additional stock authorized; (c) the classes, if any, into which the additional stock is to be divided, with the preferences, voting powers, restrictions and qualifications of the newly authorized shares; and (d) the number and par value of the shares of newly authorized stock, and, if more than one class, the number and par value of the shares of each class.

1904, art. 23, sec. 86. 1888, art. 23, sec. 78. 1868, ch. 471, sec. 73. 1993,

ch. 240, sec. 27. 1916, ch. 596, sec. 8, par. 27. 27. If a reduction of the authorized but unissued capital stock of any corporation shall have been duly authorized as in Section 24 provided, the articles of amendment shall also set forth: (a) the amount of capital stock theretofore authorized and the number and par value of the shares and, if more than one class, the amounts of each class and the number and par value of the shares of each class; (b) the amount of capital stock issued and, if more than one class, the amounts of each class; (c) the amount of the reduction of authorized but unissued stock, specifying in which class or classes, if more than one class, the reduction is to be effected and the amount of the reduction of each class; and (d) the number and par value of the shares of each class as reduced.

Ibid, sec. 87. 1888, art. 23, sec. 79. 1870, ch. 310. 1908, ch. 240, sec. 28.

1916, ch. 596, sec. 8, par. 28. 28. When by a reduction of the number and/or par value of the shares of stock of a corporation, the amount of stock issued is thereby reduced, the stock representing the difference between the amount theretofore issued and the amount of the stock issued as thereby reduced, shall be treated as authorized but unissued stock of the corporation, and until the classification or classifications thereof be changed shall retain the classification or classifications obtaining before the reduction. No reduction of the amount of the capital stock outstanding shall release the liability to the corporation, or its receiver, trustee or other person winding up its affairs, of any stockholder, whose shares have not been fully paid, for the payment of its liabilities existing at the time of such reduction. If any payments be

made to the stockholders representing any or all of such reduction, such stockholders shall be and remain liable to the corporation, or its receiver, trustee or other person winding up its affairs, to the extent of such payments made to them for the payment of its liabilities existing at the times of such payments. If a change in the number and/or par value of the shares of capital stock of any corporation, by which the amount of stock issued is reduced, shall have been duly authorized, as in Section 24 provided, the articles of amendment shall also set forth (ai the amount of each class of stock theretofore authorized and the number and par value of the shares of each class; (b) the number and/or par value of the shares of each class of stock as changed by the amendment; (c) the amount of such reduction, specifying the amounts of the reductions of each class, if more than one class is reduced ; and (d) the reclassifications, if any, of the stock representing the difference, if any, between the amount of stock theretofore issued and the amount of the issued stock as reduced. Ibid, secs. 45, 46 and 47. 1888, art. 23, sec. 39. 1868, ch. 471, sec. 36. 1892, ch. 666, sec. 39A. 1896, ch. 410, sec. 39B. 1908, ch. 240,

sec. 29. 1916, ch. 596, sec. 8, par. 29. 29. (1) Any two or more corporations having capital stock, now existing or hereafter formed under any law or laws of this State, which have been or shall have been duly authorized by law to carry on in whole or in part any kind of business of the same or a similar nature, may consolidate, and by such consolidation form one new corporation; provided, however, that the provisions of this Section and of Sections 30 and 31 of this Article shall not be held to repeal any of the restrictions imposed by this Article on the consolidation of railroads owning or operating competing or parallel lines, and provided further that any corporation which shall take advantage of this Section shall be deemed to have waived all claim to exemption from taxation or from repeal or modification of its charter.

(2) Such consolidation shall be made in the manner following: There shall be an agreement of consolidation between the consolidating corporations giving: (a) the terms and conditions of the proposed consolidation; (b) the mode of carrying the same into effect; (c) the name of the new corporation; (d) the

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