Page:United States Statutes at Large Volume 68 Part 1.djvu/269

 68

STAT.]

PUBLIC LAW

389-JUNE

8, 1954

each class and whether the shares of any class have full, limited, or no voting power. (6) The number of directors of the corporation. (7) Any other provisions, not inconsistent with law, or this Act, for the regulation of the internal affairs of the corporation. I t shall not be necessary to set forth in such certificate any of the corporate powers enumerated in this Act. (b) A copy of a resolution of the board of directors certified to by the secretary of such corporation which shows that said board believes it advisable that the corporation should elect to avail itself of the provisions of this Act and become incorporated hereunder. (c) A certificate of the secretary of such corporation to the effect that such action by the corporation has been ratified and approved by the affirmative vote of not less than a majority of the outstanding shares of capital stock of such corporation entitled to vote. (d) If the Commissioners find that such papers conform to law, they shall accept them for filing in the same manner as herein provided for the filing of articles of incorporation, E F F E C T OF F I L I N G ARTICLES OF REINCORPORATION OR CERTIFICATES OF INCORPORATION

SEC. 142. Upon the issuance of articles of reincorporation or the certificate of incorporation by the Commissioners the existence of the corporation shall be continued under this Act and the corporation shall be entitled to and be possessed of all the privileges, franchises, and powers and subject to all the provisions of this Act as fully and to the same extent as if such corporation had been originally incorporated under this Act; and all privileges, franchises, and powers theretofore belonging to said corporation and all property, real, personal, and mixed, and all debts due on whatever account, and all choses in action, and all and every other interest of or belonging to or due such corporation shall be and the same are hereby ratified, approved, and confirmed and assured to such corporation with like effect and to all intents and purposes as if the same had been originally acquired through incorporation under this Act: Provided, however, That any corporation thus reincorporating or incorporating under the provisions of this Act shall be subject to all the contracts, debts, claims, duties, liabilities, and obligations of the corporations thus reincorporated or incorporated as if such reincorporation or incorporation had not taken place and neither the rights of creditors nor any liens upon the property of any such corporation shall be impaired by such reincorporation or incorporation. Such reincorporated or incorporated corporation shall not be subject to the payment of the initial license tax provided by this Act. TRANSFER OF DUTIES OF RECORDER OF DEEDS

SEC. 143. (a) All powers conferred and all duties imposed upon the Recorder of Deeds of the District of Columbia by any Act of Congress in relation to the organization of corporations, the amendment of certificates of incorporation or charters of corporations, change in capital stock, change of name, reincorporation, dissolution, or other corporate action are on the effective date of this Act hereby transferred to, imposed upon, and shall be exercised or performed by the Commissioners; and wherever the words "Recorder of Deeds*' or other words denoting that officer appear in any of the Acts of Congress relating to the organization of corporations under the laws of the District of Columbia, or to amendments to the certificate of incorporation or charter of any corporation organized and existing

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