Page:United States Statutes at Large Volume 58 Part 1.djvu/948

 928 PUBLIC LAWS-CH. 729---EC. 23, 1944 L0S STAT. The provisions of this section shall be applicable although the charter or articles of incorporation or code of regulations or bylaws 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. POWERS OF THOSE LACKING FULL LEGAL CAPACITY AND OF FIDUCIARIES NOT ENLARGED SEC. 2. Nothing in this Act shall be construed as enlarging the powers of an infant or other person lacking full legal capacity, or of a trustee, executor, or administrator, or other fiduciary, to make a valid endorsement, assignment, or power of attorney. CORPORATION NOT FORBIDDEN TO TREAT REGISTERED HOLDER AS OWNER SEC. 3. Nothing in this Act 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 registered on its books as the owner of shares. TITLE DERIVED FROM CERTIFICATE EXTINGUISHES TITLE DERIVED FROM A SEPARATE DOCUMENT SEC. 4. The title of a transferee of a certificate under a power of attorney or assignment 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 deliv- ery of such certificate with the endorsement of the person appearin by the certificate to be the owner thereof, or shall purchase and obtain delivery of such certificate and the written assignment or power of attorney of such person, though contained in a separate document. WHO MAY DELIVER A CERTIFICATE SEC. 5. The delivery of a certificate to transfer title in accordance with the provisions of section 1 is effectual, except as provided in section 7, though made by one having no right of possession and having no authority from the owner of the certificate or from the person purporting to transfer the title. ENDORSEMENT EFFECTUAL IN SPITE OF FRAUD, DURESS, MISTAKE, REVOCA- TION, DEATH, INCAPACrrY, OR LACK OF CONSIDERATION OR AUTHORrIT SEC. 6. The endorsement of a certificate by the person appearing by the certificate to be the owner of the shares represented thereby is effectual, except as provided in section 7, though the endorser or transferor- (a) was induced by fraud, duress, or mistake, to make the endorsement or delivery; or (b) has revoked the delivery of the certificate or the authority given by the endorsement or delivery of the certificate; or (c) has died or become legally incapacitated after the endorse- ment, whether before or after the delivery of the certificate; or (d) has received no consideration. __ ___ ^^ _^·. r-r. _

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