Page:United States Statutes at Large Volume 71.djvu/608

 572

PUBLIC LAW 85-254-8EPT. 2, 1957

[71 S T A T.

lieu thereof "shares of such"; and by striking "constituent corporation" and inserting in lieu thereof "constituent corporations". 938.* c- COde 29^^^ ^^ Section 123(b) of said Act is amended by striking: "A certified copy of the proclamation shall be transmitted to the Recorder of Deeds and he shall cause notation of the fact of revocation to be made upon the articles of incorporation of each domestic corporation listed in said proclamation". 94^: c. code 29g^,. 32. Section 130(a) of said Act is amended by striking "him" and inserting in lieu thereof "them". 95^* ^' ^°^^ ^^ SEC. 33. Section 141 of said Act is amended by striking all after "SEC. 141." and inserting in lieu thereof the following: II-

I. REINCORPORATION

" (a) Any corporation which is organized and existing under the laws of the District of Columbia on December 5, 1954, and which is organized for profit and for a purpose or purposes authorized by this Act may avail itself of the provisions of this Act ant^may become reincorporated hereunder in the following manner: "(1) The board of directors shall adopt a resolution declaring it advisable in the judgment of the board that the corporation should be reincorporated under the provisions of this Act, setting forth the proposed articles of reincorporation, and directing that such proposed reincorporation be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. " (2) Written or printed notice setting forth me proposed articles of reincorporation or a summary thereof shall be gi i^n to each shareholder of record within the time and in the manner provided in this Act for the giving of notice of meetings of shareholders. "(3) A t 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. "(b) Upon receiving such approval, the articles of reincorporation 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 (which may be different from its existing name) under which the corporation elects to be reincorporated and which shall be subject to the other provisions of this Act; "(2) the address, including street and number if any, of its registered agent in the District of Columbia, and the name of its registered office at such address; " (3) the period of duration, which may be perpetual and which may be different from its existing period of duration; "(4) the purpose or purposes (which may be different from its existing purposes) which it will hereafter carry on, and which shall not include any purpose prohibited to a corporation organized under this Act; " (5) 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 each 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 and a statement of the par value of each share of each such class or that such shares were without par value;

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