Page:United States Statutes at Large Volume 68 Part 1.djvu/244

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PUBLIC LAW 389-JUNE 8, 1954

[68 S T A T.

(b) Written or priiited notice stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the corporation shall be given to each shareholder of record entitled to vote within the time and in the manner provided by this Act for the giving of notice of meetings of shareholders. (c) At such meetings the shareholders may authorize such sale, lease, exchange, mortgage, pledge, or other disposition and fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote, unless there are two or more classes of stock issued and outstanding and entitled to vote, in which event such authorization shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of each such class of shares issued and outstanding and entitled to vote. (d) After such authorization by a vote of shareholders, the board of directors nevertheless, in its discretion, may abandon such sale, lease, exchange, mortgage, pledge, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by shareholders. VOLUNTARY DISSOLUTION OF CORPORATION BY ITS INCORPORATORS

SEC. 76. A corporation which has not commenced business and which has not issued any shares may be voluntarily dissolved by its incorporators at any time within one year from the date of the issuance of its certificate of incorporation in the following manner: (a) Articles of dissolution shall be executed in duplicate by a majority of the incorporators, and verified by them, and shall set forth— (1) the name of the corporation; (2) the date of issuance of its certificate of incorporation; (3) that none of its shares have been issued; (4) that the corporation has not commenced business; (5) that the amount, if any, actually paid in on subscriptions to its shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto; (6) that no debts of the corporation remain unpaid; (7) that all the incorporators elect that the corporation be dissolved. (b) Duplicate originals of the articles of dissolution shall be delivered to the Commissioners. If the Commissioners find that the articles of dissolution conform to law, they shall, when all fees and charges 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) issue a certificate of dissolution to which they shall affix the other duplicate original. (c) The certificate of dissolution, together with the duplicate original affixed thereto, shall be recorded in the office of the Recorder of Deeds. (d) Upon the issuance of such certificate of dissolution the existence of the corporation shall cease.

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