THEODORE R. MCKELDIN, GOVERNOR 347

or by-laws of the corporation issuing the certificate and the
certificate itself, provide that the shares represented thereby
shall be transferable only on the books of the corporation or
shall be registered by a registrar or transferred by a transfer
agent.

97. (Limitation on Sub-title. ) Nothing in this sub-title
shall be construed as enlarging the powers of an infant or
other person lacking full legal capacity, or of a trustee, exe-
cutor or administrator, or other fiduciary, to make a valid
indorsement, assignment or power of attorney.

98. (Registered Holder. ) Nothing in this sub-title shall be
construed as forbidding a corporation,

(a) To recognize the exclusive right of a person registered
on its books as the owner of shares to receive dividends, and
to vote as such owner, or

(b) To hold liable for calls and assessments a person regis-
tered on its books as the owner of shares.

99. (Effect of Two Transfers by Owner. ) The title of a
transferee of a certificate under a power of attorney or assign-
ment not written upon the certificate, and the title of any
person claiming under such transferee, shall cease and deter-
mine if, at any time prior to the surrender of the certificate
to the corporation issuing it, another person, for value in good
faith, and without notice of the prior transfer, shall purchase
and obtain delivery of such certificate with the indorsement
of the person appearing by the certificate to be the owner
thereof, or shall purchase and obtain delivery of such certifi-
cate and the written assignment or power of attorney of such
person, although contained in a separate document.

100. (Effect of Delivery. ) The delivery of a certificate to
transfer title in accordance with the provisions of Section 96
is effectual, except as provided in Section 102, though made
by one having no right of possession and having no authority
from the owner of the certificate or from the person purport-
ing to transfer the title.

101. (Effect of Indorsement. ) The indorsement of a certi-
ficate by the person appearing by the certificate to be the
owner of the shares represented thereby is effectual, except
as provided in Section 102, though the indorser or transferor,

(a) was induced by fraud, duress or mistake, to make the
indorsement or delivery, or