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Session Laws, 1916
Volume 534, Page 1217   View pdf image (33K)
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EMERSON C. HARRINGTON, GOVERNOR. 1237

authorized but unissued capital stock by reducing the number,
of shares thereof; the changing of the number and/or par value
of the shares of the capital stock, or any class thereof, provided
that the total amount of outstanding stock is not thereby in-.
creased, and provided further, that the relative voting powers
of shares of stock of different classes outstanding at the time
of such change are not thereby affected; the classification or.
reclassification of any unissued part of the authorized capital
stock; the changing of the corporate business; the changing of
the corporate name; the changing of the location of the prin-
cipal office; and the making of any other amendment of the
charter that may be desired; provided that such amendment
shall contain only such provisions as it would be lawful or
proper to insert in an original certificate of incorporation made
at the time of making such amendment.

25. Such amendment or amendments shall be made in the
manner following:

(1) The board of directors shall pass a resolution declar-
ing that such amendment or amendments is or are advisable
and calling a meeting of stockholders or members to take action
thereon. The meeting of the stockholders or members shall
be duly warned in the manner provided in Section 15 of this
Article. If two-thirds of all of the shares (or, if two or more
classes of shares have been issued, two-thirds of each class),
outstanding and entitled to vote, or two-thirds of the members
vote in favor of such amendment or amendments, articles of
amendment setting forth such amendment or amendments and
stating that the same has or have been duly advised by the
board of directors and adopted by the stockholders or mem-
bers 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 attached, 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 members or
stockholders at which such amendment or amendments was or
were adopted. Such articles of amendment, 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, 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,
39

 

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Session Laws, 1916
Volume 534, Page 1217   View pdf image (33K)
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