Page:United States Statutes at Large Volume 48 Part 1.djvu/1172

 1146 73d CONGRESS. SESS. II. CH. 672. JUN E 19, 1934 . Rune with superin • amendment shall be signed and acknowledged by the president and ten den tV secretary or like officers of the company, and, with a copy of the proceedings of the stockholders or members, if any, and of the directors, shall be fil ed with the S uperintendent and by him su b- mitted to the corporation counsel, and if he finds the amendment and proceedings in conformity with the law, he shall so certify to Effect ive dat e the Superintendent. The amendment shall not take effect until the Superinte ndent shall de liver to the company his c ertified copy of the amendment and of the certificate of the corporation counsel. Cap ita l stock, in- SEC. 10. INCREASE OF CAPITAL STOCK .-If a company amend its crease of. articles of incorporation by providing for an increase of its capital Paid up requirement. stock, such increase shall be subscribed and fully paid up within one year of the date of such amendment, unless the Superintendent shall certify his consent to an extension of such time. Failure to have such increase of capital stock paid up within the time provided may be consi dered grounds for ousting the company fr om its powers under any such amendment to such articles of incorporation by a court of competent jurisdiction in a proceeding by the Superin- tendent, the corporation counsel representing him, against the company for such judgment. Devre aseo f. SEC. 11. DECREASE OF CAPITAL STOCK .-A company may, with the approval of the Superintendent, amend its articles of incorporation by providing for a decrease of its capital stock and a corresponding increase in surplus to an amount not less than the minimum capital stock and surplus required by this Act. The Superintendent shall not approve or issue his certified copy of such amendment if he be of the opinion that the interests of policyholders or creditors may Restriction on distrl, be prejudiced thereby. No distribution of the assets of the com- buti onof asse tsn pany shall be made to stockholders upon any such decrease of capital stock which shall r educe the sur plus and capit al stock to less than the minimum capital stock and surplus required as afore- issue of new certifl- said. Upon any such amendment so decreasing the capital stock cater. such company may require each stockholder to return his certificate of stock and accept a new certificate for such proportion of the amount of its original capital stock as the reduced capital stock shall b ear to the ori ginal capital stock. Stoc kho lde rs. SEC. 12. LIABILITY OF STOCKHOLDERS .-All the stockholders of every company incorporated under this chapter shall be severally and Liability of. individually liable to the policyholders and creditors of the com- pany i n whic h they are stockh olders for t he un paid a mount due upon the shares of capital stock held by them, respectively, for all debts and contracts made by such company until the whole amount of capital stock fixed and limited by such company shall have been paid in. Liability of estates No person holding capital stock in such company as executor, and funds' administrator, guardian, committee, or trustee shall be personally subject to any liability as stockholder of such company, but the estate and funds in the hands of such executor, administrator, guard- ian, committee, or trustee shall be liable in like manner and to the same extent as the testator or intestate or the ward or person inter- ested in such trust would have been if he had been living and com- petent to act and hold the stock in his own name. Repr esentation. Every such executor, administrator, guardian, committee, or trustee shall represent the capital stock in his hands at all meetings of the company, and may vote accordingly as a stockholder. of Li bi ty of pledgee No person holding capital stock in such company as collateral security shall be personally subject to any liability as stockholder of such company, but the person pledging such capital stock shall be considered as holding the same, and shall be liable as a stockholder