306 CORPORATIONS—CHANGE OF CAPITAL STOCK. [ART. 23.

section, if the amount of its debts and liabilities shall exceed the
amount of the capital to which it is proposed to be reduced, such
amount of debts and liabilities shall be satisfied and reduced, so
as not to exceed such diminished amount of capital.

1868, ch. 471, sec. 71.

76. Whenever any corporation shall desire to call a meeting
of the stockholders, for the purpose of increasing or diminishing
the amount of its capital stock, the directors, managers or trustees
shall publish a notice, signed by at least a majority of them, in a
newspaper published in the county or counties, or city where the
principal office of said corporation is located, if any shall be pub-
lished therein, for at least four successive weeks, and shall send
or deposit a written or printed copy thereof in the postoffice,
addressed to each stockholder or member of such corporation, at
his usual place of residence, at least three successive weeks pre-
vious to the day fixed for the holding of such meeting. The said
notice shall specify the object of the meeting, the tune and place
where such meeting shall be held, and the amount to which it
shall be proposed to increase or diminish the capital.

Ibid. sec. 72.

77. If at any time and place specified in said notice, stock-
holders shall appear in person or by proxy, in number represent-
ing not less than two-thirds of all the shares of stock of the
corporation, the said stockholders or the said members, as the
case may be, shall organize by choosing one of the trustees, direc-
tors or managers, chairman of the meeting, and also a suitable
person for secretary, and proceed to a vote of those present, in
person or by proxy, and the vote of at least two-thirds of all the
shares of the stock shall be necessary to an increase or diminution
of the amount of its capital stock.

Ibid, sec 73.

78. If, on canvassing the votes, it shall appear that a sufficient
number of votes has been given in favor of increasing or dimin-
ishing the amount of capital of said corporation, a certificate of
the proceedings showing a compliance herewith, the amount of
capital actually paid in, and the amount to which the capital