ALBERT C. RITCHIE, GOVERNOR, 1203

written demand for payment for his stock, and in such event
such stockholder shall have all of the rights and remedies con-
ferred upon dissenting stockholders by section 36; but other-
wise and in all other respects any such sale, lease, exchange
or transfer of all the property and assets of a corporation as
an entirety or substantially as an entirety, including its good
will and franchises, may be made pursuant to and in con-
formity with the authority contained in its charter, and with-
out reference to or compliance with any of the provisions of
section 36.

SEC. 3. And be it further enacted. That Sections 39, 40,
42, 43, 44, 45, 85, 86 and 133 of Article 23 of the Annotated
Code be and the same are hereby repealed and re-enacted with
amendments so as to read respectively as follows:

39. (1) Any corporation of this State1, heretofore or here-
after incorporated, except a banking, safe deposit, trust or
loan corporation, may create one or more classes of stock with-
out any nominal or par value, with such preferences, voting
powers, restrictions and qualifications thereof not inconsistent
with law as shall be expressed in its charter. Stock without
par value of any class may be made subject to redemption at
such times and prices as may be determined in such charter. In
the case of stock without par value which is preferred as to
its distributive share of the assets of the corporation upon dis-
solution, the amount of such preference shall be stated in the
charter. In any case in which the par value of the shares of
stock of a corporation is required to be stated in a certificate
of incorporation, articles of amendment, agreement of consoli-
dation or any other paper, it shall be stated, in respect of
shares without par value, that such shares are without par
value, and when the amount of such stock authorized, issued
or outstanding is required to be stated, the number of shares
thereof authorized, issued or outstanding, as the case may be,
shall be stated, and it shall also be stated that such shares are
without par value. For the purpose of the bonus tax and
annual franchise tax imposed by the laws of this State, but
for no other purpose, such shares shall be presumed to be of
the par value of one hundred dollars each.

(2) For the purpose of any rule of law or of any statutory
provision (except as in this section otherwise provided) relat-
ing to the amount of such stock issued, the amount of such
stock issued shall be taken to be the amount of money or the