106 ARTICLE 23.

books of the corporation, (but not afterwards) make upon his corporation
a written demand for payment for his stock, and in such event such stock-
holder shall have all of the rights and remedies conferred upon dissenting
stockholders by Section 36; but otherwise and in all other respects any
such sale, lease, exchange or transfer of all the property and assets of a cor-
poration as an entirety or substantially as an entirety, including its good
will and franchises, may be made pursuant to and in conformity with the
authority contained in its charter, and without reference to or compliance

with any of the provisions of Section 36.
See footnote to sec. 10.

Capital Stock.

An. Code, 1924, sec. 37. 1912, sec. 33. 1908, ch. 240, sec. 33. 1929, ch. 439.

37. Each stockholder shall be entitled to a certificate which shall be
signed by the president or a vice-president and by the secretary or an
assistant secretary or the treasurer or an assistant treasurer of the corpo-
ration and sealed with its seal, which shall certify the number of shares
owned by him in such corporation. A certificate shall be deemed to be so
signed and sealed whether the signatures be manual or facsimile signa-
tures and whether the seal be a facsimile seal or any other form of seal;
this sentence shall not be construed as implying that in the absence of
this sentence the requirements of the preceding sentence could properly
be otherwise construed. All certificates for stock which is restricted or
limited as to its transfer ability or voting powers, or which is preferred or
limited as to its dividends, or as to its share of the assets upon dissolution,
shall have a statement of such restriction, limitation or preference or a
summary thereof plainly stated thereon. In case any officer or officers
who shall have signed any such certificate or certificates shall cease to be
such officer or officers of such corporation, whether because of death, resig-
nation or otherwise, before such certificate or certificates shall have been
delivered by such corporation, such certificate or certificates may never-
theless be adopted by such corporation and be issued and delivered as
though the person or persons who signed such certificate or certificates had
not ceased to be such officer or officers of such corporation.

38.

See notes to secs. 392 and 39.

An. Code, 1924, sec. 39. 1916, ch. 596, sec. 34A. 1920, ch. 545, sec. 34A.
1927, ch. 581, sec. 39. 1929, ch. 226, sec. 39 (1) (p. 719).

39. (l) Any Corporation of this State, heretofore or hereafter incor-
porated, except a banking, safe deposit, trust or loan corporation, may
create one or more classes of stock without any nominal or par value, with,
such preferences, voting powers, restrictions and qualifications thereof not
inconsistent with law as shall be expressed in its charter. Stock without,
par value of any class may be made subject to redemption at such times
and prices as may be determined in such charter. In the case of stock
without par value which is preferred as to its distributive share of the