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ART. XXIII] PROVISIONS FOR FORMATION. 85
poration and of its right to exercise the powers therein mentioned. The
recording by the State Tax Commission of the certificate of incorpora-
tion shall be conclusive evidence of the payment of the recording fees
and the bonus tax, if any, required by law to be paid to it, and of the
existence of the corporation, except in a direct proceeding by the State.
See notes to this section in volume 1 of the Annotated Code.
1916, ch. 596, sec. 6.
6. It shall be lawful for all of the incorporators of any corporation
having capital stock, before any subscriptions to stock have been ac-
cepted by the board of directors, to amend the certificate of incorpora-
tion in the following manner:
An amended certificate of incorporation shall be signed by all of the
incorporators who signed the original certificate of incorporation. Such
amended certificate of incorporation shall be executed, acknowledged,
delivered and recorded in the same manner, as in the case of an orig-
inal certificate of incorporation, but no bonus tax shall be payable except
in respect of any increase in authorized capital stock, and upon receipt
for record by the State Tax Commission, such amended certificate of
incorporation shall take the place of the original certificate of incorpo-
ration. Such amended certificate of incorporation shall contain only
such provisions as it would be lawful and proper to insert in an original
certificate of incorporation.
7.
See notes to section 10.
Officers, Directors and By-Laws.
1904, art. 23, secs. 65, 3. 1888, art. 23, secs. 57, 3. 1868, ch. 471. secs. 52, 3.
1908, ch. 240, sec. 8. 1916, ch. 596, sec. 8.
8. The business and property of every corporation subject to the
provisions of this article shall be conducted and managed by a board
of not less than three directors, managers or trustees. Until the first
annual meeting and until their successors are chosen and qualified, the
board shall consist of the persons named as such in the charter—subject,
however, to the right of increase, decrease and removal, on the part of
the stockholders, hereinafter granted. After the first year, and subject
to the provisions of Section 11 of this Article, the members of the board
shall be elected by the stockholders or members of the corporation at
their annual meetings and a majority of the board shall constitute a
quorum for the transaction of business.
See notes to section 10.
See notes to this section in volume 1 of the Annotated Code.
1916, ch. 596, sec. 8A.
8A. Every corporation of this State incorporated on or after June
1916, shall have at least one resident agent in charge of its principal
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