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Session Laws, 1967
Volume 681, Page 1313   View pdf image (33K)
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SPIRO T. AGNEW, Governor                      1313

subheading and subtitle be and the same is hereby added, to follow
immediately after Section 24 (c) and to read as follows:

18. Charter Provisions.

(a) [(7) That bonds, notes, debentures or other obligations issued
by the corporation shall be convertible into shares of stock of one or
more classes and the terms and conditions upon which the same shall
be so convertible.]

(a) [(8)] (7) That the holders of any [bonds, notes, debentures or
other obligations] securities issued or to be issued by the corporation,
shall have any voting or other rights which under the law are or may
be conferred on stockholders.

(a) [(9)] (8) Other preferences, rights, restrictions and qualifica-
tions not inconsistent with law.

(a)   [(10] (9) That the board of directors may classify or reclas-
sify any unissued shares by fixing or altering in any one or more
respects, from time to time before issuance of such shares, the pref-
erences, rights, voting powers, restrictions and qualifications of, the
dividends on, the times and prices of redemption of, and the con-
version rights of, such shares.

(b)    In case the board of directors, pursuant to a power contained
in the charter, classifies or reclassifies any unissued shares by fixing
or altering the preferences, rights, voting powers, restrictions or
qualifications of, the dividends on, the times or prices of redemption
of, or the conversion rights of, any unissued shares, the board of
directors, before any such stock is issued, shall file with the [Com-
mission] Department articles supplementary to the charter, con-
taining a description of the stock with the preferences, conversion
and other rights, voting powers, restrictions, limitations as to divi-
dends and qualifications as fixed or altered by the board of directors
and stating that the shares have been duly classified or reclassified
by the board of directors pursuant to authority contained in the
charter. The articles shall be signed and acknowledged in the name
and on behalf of the corporation by the president or a vice-president,
the corporate seal shall be affixed and attested by the secretary or an
assistant secretary and the matters and facts set forth in said articles
with respect to the action by the board of directors shall be verified
under oath by the chairman or secretary of the meeting at which
such classification or reclassification was adopted [.], or by the presi-
dent, a vice-president, the secretary or an assistant secretary of the
corporation.

(c)    The authorization of stock convertible into other stock [or
of securities convertible into stock] shall, without further specific
charter authorization, constitute an authorization of the stock into
which said stock [or securities are] is convertible.

20. Issuance of Stock and Convertible Securities.

(a) Any corporation of this State may, from time to time, issue
shares of its stock of any class authorized by [the] its charter and
other securities convertible into shares of [its] stock[,] of any class or
classes so authorized [by the charter], subject to the provisions of
this section.

 

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Session Laws, 1967
Volume 681, Page 1313   View pdf image (33K)
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