46

CORPORATIONS. [ART. 26.

corporation, the amount of each share, the manner of
converting the shares of capital stock in each of said
two or more corporations into shares in such new
corporation, the manner of compensating stockholders
in each of said two or more corporations who refuse
to convert their stock into the stock of such new
corporation, with such other details as they shall
deem necessary to perfect such consolidation of said
corporations; and such new corporation shall possess
all the powers, rights and franchises conferred upon
such said two or more corporations, and shall be
subject to all the restrictions, and perform all the

Proviso.

duties imposed by the provisions of this act; pro-
vided, that all stockholders in either of such corpora-
tions who shall refuse to convert their stock into the
stock of such new corporation, shall be paid at least
par value for each of the shares so held by them, if
they shall so require, previous to said consolidation

Consolidation
to be approved
by stockhold-
ers.

being consummated; and such agreement of the direc-
tors shall not be deemed to be the agreement of the
said two or more corporations until after it has been
submitted to the stockholders of each of said 'corpora-
tions separately, at a meeting thereof, to be called

Notice.

upon a notice of at least thirty days, specifying the
time and place of such meeting, and the object
thereof, to be addressed to each of such stockholders,
when their place of residence is known, and deposited
in the postoffice, and published for at least three suc-
cessive weeks in one newspaper, in at least one of the
cities or towns in which each of said corporations has
its principal office of business, and has been sanctioned
by such stockholders by the vote of at least two-thirds
in amount of the stockholders present at such meet-
ing, voting by ballot in regard to such agreement,
either in person or by proxy, each share of capital
stock being entitled to one vote ; and when such agree-
ment of the directors' has been so sanctioned by each
of the meetings of the stockholders separately, after
being submitted to such meetings in the manner above
mentioned, then such agreement of the directors shall