|
|
|
|
|
|
|
90 CORPORATIONS. [ART. XXIII
Amendments After Organization.
1904, art. 23, secs. 55, 82, S3, 84, 85, 86. 1888, art. 23, secs. 47, 74, 75, 76. 77, 78.
1868, ch. 471, secs. 42, 69, 70, 71, 72, 73. 1890, ch. 339. 1892, ch. 39.
1894, ch. 557. 1908, ch. 240, sec. 24. 1916, ch. 596, sec. 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 classi-
fication, 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 outstand-
ing 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 incor-
poration made at the time of making such amendment.
See notes to section 27.
See notes to this section in volume 1 of the Annotated Code.
1904, art 23, sec. 55. 1888, art. 23, sec. 47. 1868, ch. 471, sec. 42. 1890, ch. 339.
1892, ch. 39. 1894, ch. 557. 1908, ch. 240, sec. 25. 1916, ch. 596, see. 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 meet-
ing of the stockholders or members shall be duly warned in the man-
ner piovided 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 amendment 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 ac-
knowledged in the name and on behalf of the corporation by the presi-
dent 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
|
|
|
|
|
|
|
|
 |
