656 ARTICLE 23.

An. Code, sec. 25. 1904, sec. 55. 1888, sec. 47. 1868, ch. 471, sec. 42. 1890, ch. 339.

1892, ch. 39. 1894, ch. 557. 1908, ch. 240, sec. 25. 1916, ch. 596, sec. 25.

1920, ch. 327, see. 25'.

29. Such amendment or amendments shall be made in the manner fol-
lowing: (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 19 of this Article. If two-thirds of all the shares (or, if two or
more classes of shares have been issued, two-thirds of each class), out-
standing 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 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 chairman 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, u-pon 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 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 copy of
such articles of amendment, duly certified by it, to the Clerk of the Circuit
or Superior Court (according to the location of the principal office of the
corporation prior to such amendment) by whom the same shall again be
recorded. At the time of receiving such articles of amendment for record,
the State Tax Commission shall collect the same recording fees, to be com-
puted in the same manner as is the case of a certificate of incorporation, and
the same 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 hereinbefore
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 the Circuit or Superior Court shall be evi-
dence of the amendment or amendments made thereby. The recording by
the State Tax Commission of the articles of amendment shall be conclusive