WM. PRESTON LANE, JR., GOVERNOR. . 1107

under the laws of this State, the agreement of consolida-
tion or merger, as the case may be, shall be submitted to
the boards of directors of the consolidating or merging cor-
porations, which shall pass resolutions declaring that such
consolidation or such merger, as the case may be, is ad-
visable and calling separate meetings of the stockholders
of the respective corporations to take action thereon. The
meetings of the stockholders shall be duly warned in the
manner provided in Section 18 of this Article, and like no-
tice shall be given to stockholders of said corporations not
entitled to vote upon said agreement, including stockhold-
ers of the surviving corporation in the case of a merger
only when the agreement contains an amendment changing
the terms of their stock. If said agreement be approved
by the affirmative vote of two-thirds of all the shares, (or,
if two or more classes of shares have been issued, of two-
thirds of each class), outstanding and entitled to vote
thereon, of each corporation at such separate meetings, it
shall be signed and acknowledged in the name and on be-
half of each of the corporations by respective presidents
or vice-presidents with their respective corporate seals
affixed and attested by their respective secretaries or as-
sistant secretaries. Stockholders of said corporations
not entitled to vote upon said agreement, including stock-
holders of the surviving corporation in the case of a mer-
ger only when the agreement contains an amendment
changing the terms of their stock, shall be entitled to regis-
ter at the meeting a protest against said agreement. There
shall be attached to said agreement the affidavits of the
chairmen or the secretaries of the respective stockholders'
meetings that the same was duly advised by the boards of
directors and approved by the stockholders of their re-
spective corporations. Said agreement, together with a
copy thereof, shall be delivered to the State Tax Commis-
sion, which, upon the payment and not before, of the re-
cording fees for which provision is hereinafter made, and
upon the payment, and not before, of the bonus tax pre-
scribed by law, if any payable, as in the case of a certifi-
cate 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 Com-
mission shall transmit the copy of such agreement, duly
certified by it, to the Clerk of the Circuit or Superior Court
(according to the location of the principal office of the new
or the surviving corporation, as the case may be), by whom
the same shall be again recorded. For the purposes of the
bonus tax, a merger effected pursuant to the provisions of