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PUBLIC LAW 389-JUNE 8, 1954

[68 S T A T.

upon receiving the affirmative vote of the holders of at least two-thirds of the outstanding shares of each class of shares entitled to vote as a class in respect thereof and of the total outstanding shares entitled to vote. (d) Any number of amendments may be submitted to the shareholders, and voted upon by them, at one meeting. W H E N E N TITLE D TO VOTE BY CLASSES

SEC. 55. The holders of the outstanding shares of a class whether by the provisions of the articles of incorporation such class of stock is entitled to vote or not shall be entitled to vote as a class upon a proposed amendment which would— (a) Increase or decrease the aggregate number of authorized shares of such class. (b) Increase or decrease the par value of the shares of such class. (c) Effect an exchange, reclassification, or cancellation of all or part of the shares of such class. (d) Effect an exchange, or create a right of exchange, of all or any part of the shares of another class into the shares of such class. (e) Change the designations, preferences, limitations, voting, or relative rights of the shares of such class. (f) Change the shares of such class having a par value into the same or a different number of shares without par value, or change the shares of such class without par value into the same or a different number of shares having a par value. (g) Change the shares of such class, Avhether 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. (h) In the case of a preferred or special class of shares, divide the shares of such class into series and fix and determine the designation of such series and the variations in the relative rights and preferences between the shares of such series. (i) Create a new class of shares having rights and preferences prior and superior to the shares of such class. (j) Limit or deny the existing preemptive rights of the shares of such class. ARTICLES OF AMENDMENT



SEC. 56. (a) The articles of amendment shall be executed in duplicate by the corporation by its president or a vice president, and verified by him, and the corporate seal shall be thereto affixed, attested by its secretary or an assistant secretary, and shall set forth— (1) the name of the corporation; (2) the amendment so adopted; (3) the date of the adoption of the amendment by the shareholders; (4) the number of shares outstanding, and the number of shares entitled to vote, and if the shares of any class are entitled to vote as a class, the designation of each such class and the number of outstanding shares thereof entitled to vote; (5) the number of shares voted for and against such amendment, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each such class voted for and against such amendment, respectively; (6) if such amendment provides for an exchange, reclassification, or cancellation of issued shares, and if the manner in which the same shall be effected is not set forth in the amendment, then a statement of the manner in which the same shall be effected;

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