THEODORE R. MCKELDIN, GOVERNOR 299

which could have properly been paid. For the purposes of
this paragraph, a corporation shall be deemed to be insolvent
if its debts exceed its assets taken at a fair valuation or if it
is unable to meet its debts as they mature in the usual course
of business.

34. (Meetings of Stockholders. ) (a) All meetings of stock-
holders shall be held in this State or at such other place within
the United States as may be provided in the by-laws.

(b) The corporation shall hold each year, at such time as
may be provided in the by-laws, an annual meeting of the
stockholders for the election of directors and the transaction
of any business within the powers of the corporation. Failure
to hold an annual meeting at the designated time shall not
invalidate the corporate existence or affect otherwise valid
corporate acts. Any business of the corporation may be
transacted at an annual meeting without being specially
designated in the notice, except such business as is specifically
required by the provisions of this Article to be stated in the
notice.

(c) Special meetings of the stockholders may be called by
the president, by the board of directors or by such other officers
or persons as may be provided in the charter or the by-laws.

Special meetings of stockholders shall be called by the secre-
tary upon the written request of the holders of shares entitled
to not less than twenty-five per cent of all the votes entitled
to be cast at such meeting. Such request shall state the pur-
pose or purposes of such meeting and the matters proposed
to be acted on thereat. The secretary shall inform such stock-
holders of the reasonably estimated cost of preparing and mail-
ing such notice of the meeting, and upon payment to the cor-
poration of such costs the secretary shall give notice stating
the purpose or purposes of the meeting, as required by this
Article, to all stockholders entitled to vote at such meeting.
No special meeting need be called upon the request of the
'holders of shares entitled to cast less than a majority of all
votes entitled to be cast at such meeting, to consider any mat-
ter which is substantially the same as a matter voted upon at
any special meeting of the stockholders held during the pre-
ceding twelve months.

35. (Notice of Stockholders Meeting. ) Not less than ten
days nor more than ninety days before the date of every stock-
holders meeting, the secretary shall give to each stockholder
entitled to vote at such meeting, written or printed notice
stating the time and place of the meeting and, in the case of
a special meeting, the purpose or purposes for which the