ACT. 23. ] CORPORATIONS. 35

of such new corporation, and the manner of converting the
capital stock of each of said consolidating corporations into
the stock of such new corporation; together with all such other
provisions and details as shall be deemed necessary to perfect
the consolidation of said corporations, shall after the approval
by the board of directors of each corporation be submitted to
the stockholders of each of said consolidating corporations
separately at a meeting thereof duly warned in accordance with
the provisions of Section 15 of this Article, and if approved
by the affirmative vote of two-thirds of all the stock (or if two
or more classes of the stock have been issued, of two-thirds of
each class) outstanding and entitled to vote, such agreement
shall be executed and its terms and conditions performed by
the proper officers of the respective corporations; and the
agreement so executed shall be recorded in the manner pro-
vided for in Section 4 of this Article, and shall from thence
be taken to be the agreement of consolidation of the said cor-
porations, and a duly certified copy of such agreement of con-
solidation from the records of the State Tax Commissioner
or the clerk of the Circuit or Superior Court shall be prima
facie evidence of the existence and powers of such consolidated
corporation.

SEC. 30. When such agreement of consolidation has been de-
livered to the State Tax Commissioner with the recording fees
(to be charged at the same rates, and by said Commissioner
divided, accounted for, and paid over, as in the case of an
original certificate), all the property and assets belonging to
said former separate corporations of whatsoever nature and
description, and all the powers and rights and all debts and
liabilities of said former separate corporations of whatsoever
nature and description, shall, upon such recording, as afore-
said, be devolved upon said new consolidated corporation,
which shall be regarded as substituted by operation of law in
the room and stead of said former separate corporations.

SEC. 31. Any stockholder of any corporation consolidating as
aforesaid, who at such meeting voted against the agreement
submitted, may, within twenty days after the agreement of
consolidation has been delivered to the State Tax Commis-
sioner (but not afterwards), make upon the consolidated cor-
poration a written demand for the payment for his stock,
and shall, thereupon, be entitled to receive the fair value
thereof, and if the dissenting stockholder and the consolidated
corporation shall fail to agree upon the fair value of said
stock, or, if, having agreed, the corporation shall fail to pay
or tender the amount thereof, the dissenting stockholder may,
within thirty days after such written demand, apply by peti-