WM. PRESTON LANE, JR., GOVERNOR. 875

president with the corporate seal affixed and 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 secrtary of the meeting of the
stockholders or members at which such amendment or amend-
ments was or were adopted.

(2) If, however, in the case of a corporation having a capital
stock, there are at the time no shares of stock outstanding
and entitled to vote thereon, such amendment or amendments
may be adopted by vote of a majority of the entire board of
directors. If so adopted, articles of amendment setting forth
such amendment or amendments and stating that the same has
or have been duly adopted by vote of a majority of the entire
board of directors, and that at the time of such adoption there
were no shares of stock outstanding and entitled to vote there-
on, shall be signed and acknowledged in the name and on be-
half 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 set forth
in said articles of amendment shall be verified under oath by
the chairman or the secretary of the meeting of the board of
directors at which such amendment or amendments was or
were adopted.

(3) Such articles of amendment, together with a copy there-
of, 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, and, if the amount of the
authorized capital stock be increased thereby, upon the pay-
ment 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 in 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.

(4) When such articles of amendment have been delivered
to the State Tax Commission with the recording fees, for