Page:United States Statutes at Large Volume 73.djvu/279

 73 S T A T. ]

PUBLIC LAW 86-106-JULY 23, 1959

"(e) Shares standing in the name of a partnership may be voted by any partner. A proxy purporting to be executed by a partnership shall be presumed to be valid and the burden of proving invalidity shall rest on any challenger. " (f) Shares standing in the name of two or more persons as joint tenants, or tenants in common, or tenants by the entirety, may be voted in person or by proxy by any one or more of such persons. If more than one of such tenants shall vote such shares, the vote shall be divided among them in proportion to the number of such tenants voting in person or by proxy unless a different apportionment of the vote is requested by such tenants." SEC. 7. Section 31 of the District of Columbia Business Corporation Act is amended by adding at the end thereof the following new subsection: " (d) If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number, or voting by classes, is required by this Act or the articles of incorporation, and except that in elections of directors, those receiving the greatest number of votes shall be deemed elected even though not receiving a majority." SEC. 8. Section 35 of the District of Columbia Business Corporation Act is amended by striking out "by the board of directors" and inserting in lieu thereof "by affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the articles of incorporation otherwise provide". SEC. 9. (a) Subsection (c) of section 42 of the District of Columbia Business Corporation Act is amended by inserting immediately after "certified by the following: "or otherwise represented in a written report of". (b) Section 42 of such Act is amended by adding at the end thereof the following new subsection: " (f) No suit shall be brought against any director for any liability imposed by this Act except within three years after the right of action shall accrue." SEC. 10. Subsection (d) of section 45 of the District of Columbia Business Corporation Act is amended by inserting immediately after "written request" the following: "j stating the purpose thereof,". SEC. 11. Subsection (a) of section 90 of the District of Columbia Business Corporation Act is amended by striking out the period at the end of paragraph (2) and inserting in lieu thereof a semicolon, and by adding at the end thereof the following new paragraphs: "(3) in an action by a shareholder when it is established that the directors are deadlocked in the management of the corporate affairs and the shareholders are unable to break the deadlock, and that irreparable injury to the corporation is being suffered or is Nthreatened by reason thereof; "(4) in an action by a shareholder when it is established that the shareholders are deadlocked in voting power and for that reason have been unable at two consecutive annual meetings to elect successors to directors whose terms had expired." SEC. 12. Subsection (a) of section 98 of the District of Columbia Business Corporation Act is amended (1) by redesignating paragraphs (2), (3), (4), and (5) as paragraphs (3), (4), (5), and (6), respectively, and (2) by inserting immediately after paragraph (1) a new paragraph (2) as follows: "(2) the address, including street and number, if any, of its principal office in the District, if such office is other than its registered office;".

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Quortirn of v o t e r s. D. C. Code 29915.

B o a r d of D i rectors, vacancies. D. C. Code 29916c.

D i r e c to r s ' lia> bllity. D. C. Code 29918.

Statement of affairs. D. C. Code 29920. J u r i 8 d i c t i o n of U. S. Coiirt.

A n n u i a l report, requirements. D. C. Code 29* 932.

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