110 ARTICLE 23.

certain convertible securities for a certain specified consideration, and call
a meeting of the stockholders to take action thereon. The board of direc-
tors shall, by resolution, state its opinion of the actual value of any consid-
eration other than money for which it advises that such stock and/or con-
vertible securities be issued. The meeting of stockholders shall be duly
warned in the manner provided in Section 19 of this Article, and at such
meeting, duly called and warned as aforesaid, the stockholders may, by the
affirmative vote of two-thirds of the shares of each class of stock outstand-
ing and entitled to vote thereon, authorize the issuance of all or any part
of such stock and/or convertible securities as advised by the board of direc-
tors. If, however, the charter empowers the board of directors to authorize
the issuance of such shares of stock and/or such convertible securities, the
issuance thereof may be authorized as provided in paragraph (1) of this
section.

(3) The corporation shall prepare a statement in such form as may be
prescribed or permitted by the State Tax Commission, showing:

(a) That the corporate action required by this section has been duly
taken.

(b) In the case of stock and/or convertible securities authorized to be
issued for money, the maximum number of shares of each class and/or the
maximum amount of convertible securities authorized to be so issued and
the minimum price to be received for each share of each class or the
minimum price to be received for a given number of shares of one or more
classes, and/or for a given amount of convertible securities, as the case
may be.

(c) In the case of stock and/or convertible securities authorized to be
issued for a consideration other than money, the number of shares of each
class and/or the amount of convertible securities authorized to be issued
therefor, a particular description of such consideration, showing its nature
and character, and the actual value of such consideration as fixed by the
board of directors.

(d) The terms and conditions in detail upon which any convertible secu-
rities authorized to be issued are convertible into stock of the corporation.

(4) Such statement 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 affixed and attested by the secretary or an assistant secretary,
and the matters and facts therein set forth shall be verified under oath
by the chairman or secretary of the meeting of the board of directors or the
stockholders, as the case may be, at which the issuance of the stock and/or
convertible securities therein mentioned shall have been authorized.

(5) Such statement, 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, shall receive
the same for record and endorse thereon the date and time of such receipt
and promptly record the same; and the State Tax Commission shall forth-
with transmit a copy thereof duly certified by it to the Clerk of the Circuit