Page:United States Statutes at Large Volume 76.djvu/326

 278

PUBLIC LAW 87-569-AUG. 6, 1962

[76 STAT.

annuar meeting, the proposed amendment or such summary shall be included in the notice of such annual meeting. (c) The proposed amendment shall be adopted upon receiving the affirmative vote of at least two-thirds o i the votes entitled to be cast by members present or represented by proxy at such meeting. (d) Where there are no members, or no members having voting rights, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. (e) Any number of amendments may be submitted and voted upon at any one meeting. ARTICLES OF AMENDMENT

SEC. 36. The articles of amendment shall be executed in duplicate by the^orporation by its president or a vice president, and the corporate seal shall be thereto affixed, attested by its secretary or an assistant secretary, and shall set forth— (a) the name of the corporation; « (b) the amendment so adopted; (c) where there are members having voting rights, (1) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting, or (2) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; (d) where there are no members, or no members having voting rights, a statement of such fact, 4:he date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that such amendment received the vote of a majority of the directors in office. FILING OF ARTICLES OF AMENDMENT

SEC. 87. (a) Duplicate originals of the articles of amendment shall be delivered to the Commissioners. (b) If the Commissioners find that the articles of amendment 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 amendment to which they shall affix the other duplicate original; (4) deliver the certificate of amendment, together with the duplicate original of the articles of amendment affixed thereto, to the corporation or its representative. EFFECT OF CERTIFICATE OF AMENDMENT

SEC. 38. (a) Upon the issuance of the certificate of amendment, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly. (b) No amendment shall affect any existing cause of action in favor of or against such corporation, or any pending suit to which such corporation shall be a party, or the existing rights of persons other than members; and, in the event the corporate name shall be changed

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