Marvin Mandel, Governor                       1755

be vested in the stockholders unless and to the extent such power
may be vested in the board of directors by the charter or the bylaws.
The bylaws may contain any provisions not inconsistent with law
or the charter for the regulation and management of the affairs
of the corporation. The original or a certified copy of the bylaws,
including all amendments, shall be kept at the principal office of
the corporation in this State.

A copy of the bylaws of any corporation of this State, certified
to be a true copy [under its seal] by the president or a vice-president
and the secretary, an assistant secretary, the treasurer or an assist-
ant treasurer thereof, shall be prima facie evidence of such bylaws
in the courts of this State.

Sec. 5. And be it further enacted, That Sections 68 (b), 69 (b),
and 70 (b) of said title and subtitle of said Code, subheading "Con-
solidation, Merger and Other Transfers of Property Not in the
Ordinary Course of Business," be and they are hereby repealed and
re-enacted, with amendments, to read as follows:

68.

(b) The articles shall be signed and acknowledged in the name
and on behalf of each corporation party to the articles by its presi-
dent or a vice-president, [the corporate seal shall be affixed and]
witnessed or attested by the secretary or an assistant secretary, and
the matters and facts set forth in said articles with respect to
authorization and approval shall be verified under oath by the
chairman or the secretary of the meeting at which the articles
were approved, or by the president, a vice-president, the secretary
or an assistant secretary of the corporation, if a corporation of
this State, or by the president, a vice-president, the secretary or an
assistant secretary of the corporation if a corporation of another
state.

69.

(b) The articles shall be signed and acknowledged in the name
and on behalf of each corporation party to the articles by its
president or a vice-president, [the corporate seal shall be affixed and]
witnessed or attested by the secretary or an assistant secretary,
and the matters and facts set forth in said articles with respect to
authorization and approval shall be verified under oath by the
chairman or the secretary of the meeting at which the articles were
approved, or by the president, a vice-president, the secretary or an
assistant secretary of the corporation, if a corporation of this State,
or by the president, a vice-president, the secretary or an assistant
secretary of the corporation if a corporation of another state.

70.

(b) The articles shall be signed and acknowledged in the name
and on behalf of each corporation party to the articles by its presi-
dent or a vice-president, [the corporate seal shall be affixed and]
witnessed or attested by the secretary or an assistant secretary, and
the matters and facts set forth in said articles with respect to
authorization and approval shall be verified under oath by the
chairman or the secretary of the meeting at which the articles
were approved, or by the president, a vice-president, the secretary