Page:United States Statutes at Large Volume 71.djvu/609

 71 S T A T. ]

PUBLIC LAW 8 5 - 2 5 4 - S E P T. 2, 1957

"(6) 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 each class and whether the shares of any class have full, limited, or no voting power; "(7) any other provision, not inconsistent with law or this Act (whether or not included in its existing certificate of incorporation), for the regulation of the internal affairs of the corporation, including any provision which under this Act is required or permitted to be set forth in the bylaws; "(8) the number of directors of the corporation, and a statement that the board of directors adopted a resolution declaring it advisable in the judgment of the board that the corporation should be reincorporated under the provisions of this Act in the manner set forth in the articles of reincorporation; "(9) a statement that the corporation elects to surrender its existing charter and to be reincorporated under and subject to the provisions of this Act; "(10) the aggregate number of shares outstanding of each class; and "(11) the number of shares of each class voted for and against such reincorporation. "(c) It shall not be necessary to set forth in the articles of reincorporation any of the corporate powers enumerated in this Act. Whenever a provision of the articles of reincorporation is inconsistent with a bylaw, the provision of the articles of reincorporation shall be controlling. "(d) Duplicate originals of the articles of reincorporation shall be delivered to the Commissioners. 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 affix the other duplicate original; " (4) deliver such certificate of reincorporation and other duplicate original to the corporation or its representative. ((II. INCORPORATION

"(a) Any corporation which is created under the provisions of a special Act of Congress to transact business in the District of Columbia for profit and for purposes authorized by this Act may avail itself of the provisions of this Act and may become incorporated 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 elect to avail itself of the provisions of this Act and become incorporated hereunder, and directing that such proposed incorporation 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 of such proposed incorporation shall be given 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) At such meeting a vote of the shareholders shall be taken on the proposed incorporation; and it shall be adopted upon receiving the affirmative vote of the holders of a majority of the outstanding 84352 O - 5 8 - 39

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