Page:United States Statutes at Large Volume 68 Part 1.djvu/245

 68 S T A T. ]

PUBLIC LAW 389-JUNE 8, 1954 DISSOLUTION BY C O N S E N T OF SHAREHOLDERS

SEC. 77. A corporation may be dissolved by the written consent of the holders of record of all of its outstanding shares in the following manner: Upon the execution of such written consent by all the shareholders of record, a statement of intent to dissolve 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 aiRxed, attested by its secretary or an assistant secretary, which shall set forth and contain— (a) The name of the corporation. (b) The names and respective addresses, including street and number, if any, of its officers. (c) The names and respective addresses, including street and number, if any, of its directors. (d) A copy of the agreement signed by all shareholders of record of the corporation consenting to its dissolution. (e) A statement that such agreement has been signed by all shareholders of record of the corporation or signed in their names by their attorneys thereunto duly authorized. DISSOLUTION BY ACT OF CORPORATION

SEC. 78. A corporation may be dissolved by the act of the corporation in the following manner: (a) The board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution 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 stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation, shall be given to each shareholder of record entitled to vote within the time and in the manner provided in this Act for the giving of notice of meetings of shareholders. (c) A t such meeting a vote of the shareholders entitled to vote shall be taken on a resolution to dissolve the corporation, which shall require for its adoption the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote. (d) Upon the adoption of such resolution, a statement of intent to dissolve 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, which shall set forth— (1) the name of the corporation; (2) the names and respective addresses, including street and number, if any, of its officers; (3) the names and respective addresses, including street and number, if any, of its directors; (4) a copy of the resolution of the shareholders authorizing the dissolution of the corporation; (5) the number of shares outstanding and entitled to vote; (6) the number of shares voted for and against the dissolution of the corporation. F I L I N G OF STATEMENT OF I N T E N T TO DISSOLVE

SEC. 79. Duplicate originals of the statement of intent to dissolve, whether by consent of shareholders or by act of the corporation, shall be delivered to the Commissioners. If the Commissioners find that

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