Page:United States Statutes at Large Volume 68 Part 1.djvu/233

 68 S T A T. ]

PUBLIC LAW 389-JUNE 8, 1954

201

(m) To change the share of any class, whether issued or unissued, and whether with or without par value, into a different number of shares of the same class or into the same or a different number of shares, either with or without par value, of other classes. (n) To create new classes of shares having rights and preferences either prior and superior or subordinate and inferior to the shares of any class then authorized, whether issued or unissued. (o) To limit, deny, or grant to shareholders of any class the preemptive right to subscribe for or acquire additional shares of the corporation, whether then or thereafter authorized. PROCEDURE TO A M E N D ARTICLES OF INCORPORATION BEFORE OF SUBSCRIPTIONS TO SHARES

ACCEPTANCE

SEC. 53. Amendments to the articles of incorporation before any subscriptions to shares have been accepted by the board of directors shall be made in the following manner: (a) Amendments to the articles of incorporation modifying, changing, or altering the original articles of incorporation shall be signed by all of the living or competent incorporators who signed the original articles of incorporation, verified and filed in duplicate by the Commissioners. Such amended articles of incorporation shall contain only such provisions as might be lawfully contained in original articles of incorporation if made at the time of making such amended articles of incorporation. (b) Such amended articles of incorporation shall be delivered in duplicate original to the Commissioners. If the Commissioners find that such amended articles of incorporation conform to law, they shall, when all fees have been paid as in this Act prescribed— (1) endorse on each of such duplicate originals the word "Filed" and the month, day, and year of the filing thereof; (2) file one of such duplicate originals in their office; (3) the other duplicate original shall be recorded in the office of the Recorder of Deeds. (c) Upon the issuance of the amended articles of incorporation, the amended articles of incorporation shall become effective and shall take the place of the original articles of incorporation. PROCEDURE

TO A M E N D

ARTICLES OF INCORPORATION OF SUBSCRIPTION TO SHARES

AFTER

ACCEPTANCE

SEC. 54. Amendments to the articles of incorporation shall be made in the following manner: (a) The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. (b) Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote at such meeting within the time and in the manner provided in this Act for the giving of notice of meetings of shareholders. If the meeting be an annual meeting, the proposed amendment or such summary shall be included in the notice of such annual meeting. (c) A t such meeting a vote of the shareholders entitled to vote shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote, unless any class of shares is entitled to vote as a class in respect thereof, as hereinafter provided, in which event the proposed amendment shall be adopted

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