Page:United States Statutes at Large Volume 68 Part 1.djvu/268

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PUBLIC LAW 3 8 9 - J U N E 8, 1954

[68 S T A T.

(7) Any other provisions, not inconsistent with law, or this Act, for the regulation of the internal affairs of the corporation. (8) That it elects to surrender its existing charter and to be reincorporated under and subject to the provisions of this Act. I t shall not be necessary to set forth in the articles of reincorporation any of the corporate powers enumerated in this Act. (b) Written or printed notice setting forth the proposed articles of reincorporation or a summary thereof shall be given to each shareholder of record within the time and in the manner provided in this Act for giving notice of meetings of shareholders. (c) At such meeting a vote of the shareholders shall be taken on the proposed reincorporation and it shall be adopted upon receiving the affirmative vote of the holders of two-thirds of the outstanding shares unless two or more classes of shares are issued in which event it shall be adopted upon receiving the affirmative vote of two-thirds of the outstanding shares of each class issued. (d) Upon receiving such approval, articles of reincorporation shall be executed in duplicate by the corporation by its president or vice president, and verified by him, and the corporate seal shall be thereto affixed, attested by its secretary or an assistant secretary, and delivered to the Commissioners. (e) If the Commissioners find that the articles of reincorporation 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 reincorporation to which they shall attach the other duplicate original, (f) The certificate of reincorporation, together with the duplicate original of the articles of reincorporation affixed thereto, shall be recorded in the office of the Recorder of Deeds. II.

INCORPORATION

E F F E C T OF F I L I N G ARTICLES OF REINCORPORATION

(a) By filing with the Commissioners a copy of its charter, or articles of incorporation, then in effect, certified by the secretary of said corporation, together with a certificate executed on behalf of the corporation by the president or a vice president and the secretary or the assistant secretary setting forth the following: (1) The name of the corporation, which shall contain the word "corporation", "company", "incorporated", or "limited", or shall end with an abbreviation of one of said words. (2) The designation of the address, including street and number, if any, of its registered office in the District of Columbia; and the name of its registered agent at such address. (3) The purpose or purposes for which the corporation was organized and which it will hereafter carry on. (4) The aggregate number of shares which the corporation was authorized to issue and, if said shares were of one class only, the par value of such shares, or a statement that all were without par value, as the case may be; or if said shares were divided into classes, the number of shares of each class, if any, that have a par value and the par value of each share of each such class, and the number of shares of each class, if any, that are without par value. (5) If the shares were divided into classes, the designation of each class and a statement of the preferences, qualifications, limitations, restrictions, and the special or relative rights in respect of the shares of

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