Page:United States Statutes at Large Volume 76.djvu/325

 76 STAT. ]

PUBLIC LAW 87-569-AUG. 6, 1962

(1) endorse on each of such duplicate originals the word "Filed" and the month, day, and year of filing thereof; (2) file one of such duplicate originals in their office; (3) issue a certificate of incorporation to which they shall affix the other duplicate original; (4) deliver the certificate of incorporation, together \Yith the duplicate original of the articles of incorporation affixed thereto, to the incorporators or their representative. EFFECT OF ISSUANCE OF CERTIFICATE OF INCORPORATION

SEC. 32. Upon the issuance of the certificate of incorporation, the corporate existence shall begin, and such certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this Act, except as against the District of Columbia in a proceeding to cancel or revoke the certificate of incorporation. ORGANIZATION MEETINGS

SEC. 33. (a) After the issuance of the certificate of incorporation an organization meeting of the board of directors named in the articles of incorporation shall be held within the United States at the call of a majority of the directors so named for the purpose of adopting bylaws (unless the power to adopt bylaws has been reserved by the articles of incorporation to the members, in which event the bylaws shall be adopted by the members), electing officers, and the transaction of such other business as may come before the meeting. The directors calling the meeting shall give at least five days' notice thereof by mail to each director so named, which notice shall state the time and place of the meeting: Provided,, however,, That if all the directors shall waive notice in writing and fix a time and place for said organization meeting no notice shall be required of such meeting. (b) A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least five days' notice, for such purposes as shall be stated in the notice of meeting. RIGHT IX) AMEND ARTICLES OF INCORPORATION

SEC. 34. A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired: Provided,, That its articles of incorporation as amended contain only such provisions as might be lawfully contained in original articles of incorporation if made at the time of making such amendment. P R O C E D U R E TO A M E N D ARTICLE S O F INCORPORATION

SEC. 35. Amendments to the articles of incorporation shall be made in the following manner: (a) Where there are members having voting rights, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. (b) Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within the time and in the manner provided in this Act for the giving of notice of meetings of member?. I f the meeting be an

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