544 CORPORATIONS. [ART. 23

1908, ch. 240, sec. 20.

20. Any corporation subject to the provisions of this article may by
its by-laws provide, through cumulative voting, for minority representa-
tion in the election of directors.

1904, art. 23, sec. 68. 1888, art. 23, sec. 60. 1868, ch. 471, sec. 55.
1908, ch. 240, sec. 21.

21. If it shall happen at any time that an election of directors is
not made on the day designated therefor, the corporation 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
pledger before sale shall be deemed to be the holder of his shares for
the purpose of voting the same.

1908, ch. 240, sec. 23.

23. Notice of the time, place and purpose of any meeting, whether
required by the by-laws or by any provisions of this article, may be dis-
pensed with if every member or shareholder shall either attend in person
or by proxy, or if absent shall by writing filed with the records of the
meeting, waive such notice.

Amendments After Organization.

1904, art. 23, secs. 55, 82, 83, 84, 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. 1894, ch. 557. 1908, ch. 240, sec. 24.

24. Every corporation of this State now existing or hereafter formed
may, from time to time, at any meeting duly warned as provided for by
sections 15 or 16 of this article, by the affirmative vote of a majority
of all its members or a majority of all its stock (or if two or more classes
of stock have been issued, of a majority of each class) outstanding and
entitled to vote, amend its charter or certificate of incorporation, and
thereby accomplish any one or more of the following objects: The addi-
tion to or diminution of the corporate powers and purposes, or the sub-
stitution of other powers and purposes in whole or in part for those pre-
scribed by any charter or certificate; provided that such additional or
substituted powers are such as are authorized by this article; the chang-
ing of the corporate name; the changing of the corporate business; the
increasing or decreasing of the capital stock and the classification of any
increase; the reduction of the number of outstanding shares; the classifi-