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94 CORPORATIONS [ART. XXIII
stated in articles of amendment when such amendment or amendments
is or are made under the provisions of Sections 24 to 28, inclusive, of
this Article; and no amendment not authorized by said Sections may
be made, but this provision shall not prevent the issuance of an amount
of stock of the new corporation greater or less than the stock of the
consolidating corporations for which it is exchanged. The agreement
of consolidation shall first be submitted to the boards of directors of
the consolidating corporations which shall each pass resolutions declar-
ing that such consolidation is advisable and calling separate meetings of
the stockholders of the respective consolidating corporations to take
action thereon. The meeting of the stockholders shall be duly warned
in the manner provided in Section 15 of this Article. If said agree-
ment of consolidation be approved by the affirmative vote of two-thirds
of all of the shares (or, if two or more classes of shares have been
issued, or two-thirds of each class), outstanding and entitled to vote,
of each consolidating corporation at such separate meetings, it shall be
signed and acknowledged in the names of the respective consolidating
corporations on behalf thereof by their respective presidents or vice-
presidents with their respective corporate seals attached, attested by
their respective secretaries or assistant secretaries. There shall be
attached to said agreement of consolidation the affidavits of the chair-
men or the secretaries of the respective stockholders' meetings that the
same was duly advised by the boards of directors and approved by the
stockholders of their respective corporations. Said agreement of con-
solidation, 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 upon the
payment, 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 agreement of consolidation 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 Supe-
rior Court (according to the location of the principal office of the cor-
poration as stated in said agreement of consolidation) by whom the
same shall be again recorded. The State Tax Commission shall pre-
pare s certificate or certificates of consolidation giving the names of
the consolidating corporations, the name and the location of the prin-
cipal office of the new corporation, the date of the agreement of con-
solidation and the time of the receipt of the same for record in the office
of the State Tax Commission. One of such certificates of consolida-
tion shall be transmitted by the Commission to the Clerk of the Circuit
Court of each County in which any one of the consolidating corpora-
tions owns property the title to which could be affected by the record-
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