Page:United States Statutes at Large Volume 73.djvu/278

 240 Voting

PUBLIC LAW 86-106-JULY 23, 1959 rights,

D. C. Code 29908a.

Share c e r t i f i cates. D. C. Code 29908g.

Out standing shares, etc. D. C. Code 29908i.

Notice of meetings. D. C. Code 29910a. Voting by proxy, D. C. Code 29913.

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ST A T,

SEC. 2. Subsection (a) of section 14 of the District of Columbia Business Corporation Act is amended (1) by striking out the period at the end of clause (1) and inserting in lieu thereof a comma and the following: "the time of payment and the dates from which dividends on cumulative shares slmll be accumulative,,and the extent of other participation rights, if any.", and (2) by adding at the end thereof the following new clause: " (7) Any right to vote with holders of shares of any other series or class and any r i ^ t to vote as a class, either generally or as a condition to specified corporate action.". SEC. 3. Subsections (b) and (c) of section 20 of the District of Columbia Business Corporation Act are amended to read as follows: "(b) Notwithstanding the provisions of section 15 of the Act entitled 'An Act to regulate in the District of Columbia the transfer of shares of stock in corporations and to make uniform the law with reference thereto', approved December 23, 1944 (58 Stat. 927; D.C. Code, sec. 28-2915), every certificate representing shares the transferability of which is restricted or limited shall state upon the face thereof that the transferability of such shares is restricted or limited and upon the face or back thereof shall either set forth a full or summary statement of any such restriction or limitation upon the transferability of such shares or shall state that the corporation will furnish to any shareholder upon request and without charge such full or summary statement. "(c) Subject to the provisions of subsection (b) of this section, every certificate representing shares issued by a corporation which is authorized to issue shares of more than one class shall set forth upon the face or back thereof, or shall state that the corporation will furnish to any shareholder upon request and without charge, a full or summary statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued, and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series." SEC. 4. Section 22 of the District of Columbia Business Corporation Act is amended by adding at the end thereof the following new subsection: "(c) Where it cannot be determined that shares which have been issued and outstanding for more than twelve years are fully paid and nonassessable, a determination by the board of directors that the net assets of a corporation applicable to such shares have a fair value at least equal to the stated capital represented by such shares, shall, in the absence of fraud, have the same effect as if such shares had been issued in consideration of such net assets upon such a determination made at the time of issuance, except that no such determination shall affect any rights of any then existing creditors." SEC. 5. Section 26 of the District of Columbia Business Corporation Act is amended by inserting immediately after "meeting is called, shall" the following: ", in the absence of a provision in the bylaws specifying a different period of notice,". SEC. 6. Section 29 of the District of Columbia Business Corporation Act is amended (1) by adding at the end of subsection (a) the following new sentence: "A proxy purporting to be executed by a corporation shall be presumed to be valid and the burden of proving invalidity shall rest on any challenger.", and (2) by adding at the end thereof the following new subsections:

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