ALBERT C. RITCHIE, GOVERNOR, 1205

if the charter provides that, out of the stock of the corporation
then or thereafter to be authorized, stock shall be reserved for
issuance upon such conversions, the bonus tax shall be calcu-
lated and paid upon the amount of stock authorized by such
charter without reference to the amount of stock into which
any of such stock is convertible.

42. The board of directors of any corporation of this State
may, from time to time, subject to any limitation or restric-
tion contained in the charter or by-laws of such corporation,
authorize the issuance of shares of its stock of any class hav-

ing a par value for money at not less than the par value thereof,
and authorize the issuance of convertible securities of such
corporation, except securities convertible into shares of stock
without par value, for money at not less than the par value of
the shares into which such securities are convertible.

43. Any corporation of this State may, from time to time,,
subject to any limitation or restriction contained in the charter
or by-laws of such corporation, issue shares of its stock of any
class and securities convertible into shares of its stock of any
class pursuant to authorization given in the manner follow-

ing:

(1) If there are no shares of stock outstanding and entitled
to vote thereon or if empowered so to do by the charter, the
board of directors may, by resolution, authorize the issuance
of any number of shares of stock of one or more classes,
and/or any amount of convertible securities, from time to
time, for such considerations as said board of directors may
deem advisable. The board of directors shall, by resolution,

state its opinion of the actual value of any consideration other
than money for which it authorizes such stock and/or con-
vertible securities to be issued.

(2) If there are shares of stock outstanding and entitled to
vote thereon, the board of directors may, by resolution, advise
the stockholders to authorize the issuance of certain shares of
stock of one or more classes and/or certain convertible securi-
ties for a certain specified consideration, and call a meet-
ing of the stockholders to take action thereon. The board of
directors shall, by resolution, state its opinion of the actual
value of any consideration other than money for which it
advises that such stock and/or convertible securities be issued.
The meeting of stockholders shall be duly warned in the man-