THEODORE R. MCKELDIN, GOVERNOR 277

(11) To elect officers and appoint agents of the corporation,
and to define their duties and determine their compensation,
and to adopt and carry into effect employee and officer benefit
plans.

(12) To make and alter by-laws not inconsistent with law
or with its charter for regulating the government of the cor-
poration and for the administration of its affairs.

(13) Generally to exercise the powers set forth in its charter
and those granted by law and to do every other act or thing
not inconsistent with law, which may be appropriate to pro-
mote and attain the purposes set forth in its charter.

(b) It shall not be necessary to set forth in the charter the
powers enumerated in this section, but any corporation may
by its charter specifically limit or prohibit the corporation
from exercising any of said enumerated powers.

CHARTER AMENDMENTS

10. (Power to Amend Charter. ) Any corporation of this
State may, from time to time, amend its charter in any and
as many respects as may be desired, provided that (1) any
such amendment shall contain only such provisions as might,
at the time of such amendment, be lawfully contained in
articles of incorporation, and (2) if a change in stock or in
the rights of stockholders, or an exchange, reclassification or

cancellation of stock or rights of stockholders is to be made,
the amendment shall contain such provisions as may be neces-
sary to effect such change, exchange, reclassification or can-
cellation, and (3) if any such amendment alters the contract
rights, as expressly set forth in the charter, of any outstand-

ing stock, and the charter does not reserve the right to make
such amendment, any objecting stockholder whose rights are
substantially adversely affected, upon compliance with the
provisions of Section 69 of this Article, shall be entitled to
the same rights as an objecting stockholder in the case of a
consolidation or merger.

In particular, and without limitation upon such general
power of amendment, a corporation may amend its charter,
from time to time, so as:

(1) To change its' corporate name.

(2) To change, enlarge or diminish its corporate purposes,
or the duration of its corporate existence.

(3) To increase or decrease the aggregate number of shares,
or shares of any class, which the corporation has authority
to issue.