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therein, and the proceeds of such sale shall be applied to the payment of such unpaid taxes, together with the costs of said proceedings.

242. Governor may correct mistakes in proclamation of corporations in arrear for taxes.

SEC. 2. Whenever it is established to the satisfaction of the governor that any corporation named in said proclamation has not neglected or refused to pay said tax within two consecutive years, or has been inadvertently reported to the governor by the comptroller as refusing or neglecting to pay the same as aforesaid, that the governor be and he is hereby authorized to correct such mistake, and to make the same known by filing his proclamation to that effect in the office of the secretary of state. SEC. 3. This act shall take effect immediately.

243. Any corporation may hold the stock of any other corporation.

[Supplement of March 14, 1893, P. L., ch. 171.]

SEC. 1. It shall and may be lawful for any corporation or corporations created under the provisions of the act to which this is a further supplement to purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of any other corporation or corporations created under the law of this or any other state, and to exercise while owners of such stock all the rights, powers and privileges, including the right to vote thereon, which natural persons, being the owners of such stock, might, could or would exercise.

244. Corporations may hold, pledge and dispose of securities created by other corporations.

SEC. 2. It shall and may (be) lawful for any corporation described in the preceding section of this act to purchase, hold, sell assign, transfer, mortgage, pledge, or otherwise dispose of any securities or evidences of debt created by (any) other corporation or corporations of this or any other state, in the same manner and to the same extent as natural persons, being the owners thereof, might, could or would do.

·

SEC. 3. All acts and parts of acts inconsistent with this act, to the extent of such inconsistency, be and the same are hereby repealed, and that this act shall take effect immediately.

245. Increase or decrease of number of directors. [Supplement of March 21, 1893, P. L., ch. 254. Vid. sections 1, 116, 184.]

SEC. 1. Any company or association incorporated under any general law of this state or by special act of incorporation or otherwise shall have the power to increase or decrease the number of its directors by the assent in writing of stockholders representing two-thirds in value of the existing capital stock of said corporation, and a certificate signed by the president and secretary and under the corporate seal of the company, reciting that the assents of the said stockholders have been given, and also setting forth the number of directors as increased or decreased, shall be filed in the department of state, within ten days after the execution of said certificate, and a certified copy of said certificate by the secretary of state shall be taken and accepted as evidence of such increase or decrease of directors in any court of this state; provided, that in no case shall the number of directors in such company or association be decreased to less than three.

246. Subscriptions to stock may be paid in cash or property or both.

SEC. 2. Subscriptions to the capital stock of any corporation organized or to be organized under the act to which this is a supplement, or any supplement thereto, may be paid wholly or partly in cash, or wholly or partly in property of the full value thereof, and the stock so issued shall be declared and be taken to be full-paid stock, and not liable to any further call, neither shall the holder thereof be liable for any further payments under any provisions of this act or the act to which this is a supplement.

247. Incorporators may abandon corporate powers and dissolve.

SEC. 3. It shall be lawful for the incorporators, or a majority of them, of any corporation incorporated or that may hereafter be incorporated under the act to which this is a supplement, or any supplement thereto, to file in the department of state, a certificate stating that they have failed, and do not intend to perfect an organization of said corporation, and surrendering all the rights and franchises of said corporation, which certificate shall be sworn or affirmed to by the incorporators signing the same, and within ten days thereafter be filed in the department of

state, and upon the filing of said certificate, the corporate powers of said corporation shall thereupon cease and the corporation therein named shall be deemed to be dissolved.

248. Dissolution under 34th section incomplete until affidavit of publication filed.

[Vide sections 34, 113, supra.]

SEC. 4. The dissolution of a corporation as provided by the thirty-fourth section of the act to which this is a supplement, shall not be considered complete until an affidavit that the certificate of dissolution issued by the secretary of state has beer duly published, as required by the act, shall have been filed in the department of state.

249. "General stock" and "common stock" are synony

mous.

SEC. 5. Wherever in the act to which this is a supplement, or any supplement thereto, the terms "general stock" and "common stock" occur, they shall be considered as synonymous; that either may be used, and they shall be construed inter-changeably, and as both meaning ordinary unpreferred stock.

250. Amended certificate of incorporation.

[Vide sections 180, 231, 11, 126, 146.]

SEC. 6. It shall be lawful for any corporation organized or that may be organized under any general law of this state, with the assent of a majority in interest of its stockholders, at a special meeting to be called for that purpose, to amend its original certificate of incorporation by a certificate which shall be duly signed by its president and attested by its secretary, under its corporate seal, and in all respects executed in the same manner as its original certificate of incorporation, which amended certificate shall be recorded in the office of the clerk of the county wherein the original certificate was recorded and filed in the department of state; and thereupon such amended certificate shall take the place of the original certificate of incorporation, and shall be deemed to have been recorded and filed on the date of the recording and filing of the original certificate; provided, that nothing herein contained shall permit the insertion of any matter not in conformity with the law under which such company was organized, and that nothing herein contained shall affect any suit or proceeding at the time of the filing of such amended certificate, pending by or against

the said corporation, or impairing any rights of action accrued by or against its stockholders, corporators or directors; and provided further, that the total authorized capital stock of any such corporation shall not be increased or decreased in the amended certificate herein provided for.

251. Fees upon filing certificates and other papers.

SEC. 12. On filing any certificate or other paper, relative to corporations, in the department of state, the following fees and taxes shall be paid to the secretary of state, for .the use of the state: for certificate of organization, one-fifth of a dollar (twenty cents) per one thousand dollars for the total amount of capital authorized, but in no case less than twenty-five dollars; increase of capital stock, one-fifth of a dollar (twenty cents) per one thousand dollars of the total amount authorized, but in no case less than twenty dollars; consolidation and merger of companies, one-fifth of a dollar (twenty cents) per one thousand dollars of capital authorized, beyond the total authorized capital of the companies merged or consolidated; provided, that the minimum fee shall be twenty dollars; extension or renewal of corporate existence of any corporation, the same as required for the original certificate of organization by this act; dissolution of corporation; change of name; change of nature of business; increase or decrease of number of directors; amended or supplemental certificates of organization other than those authorizing increase of capital stock; decrease of capital stock; increase or decrease of par value or of number of shares, twenty dollars; for filing list of officers and directors, one dollar; and for all certificates not hereby provided for, five dollars.

SEC. 13. All acts and parts of acts inconsistent with this act be and the same are hereby repealed, and this act shall take effect immediately.

252. Company may repeal its classification of directors.

[Supplement of March 27, 1893, P. L., ch., 268.]

SEC. 1. When any corporation heretofore or hereafter created under the act to which this act is a supplement shall have heretofore or hereafter by the terms of its certificate of incorporation classified its directors in respect to the time for which they shall severally hold office pursuant to the provisions of the "Act concerning corporations" (Revision), approved April seventh, one thousand eight hundred and seventy-five, and the

supplements and amendments thereof in that behalf applicable then and in that event any such corporation shall have the power at a meeting of the stockholders of said company, called for that purpose under the provisions of this act by the vote of a majority in amount in interest of the total number of shares of the capital stock of said company then outstanding, however represented, whether by common or preferred stock or one or more classes, each share of stock in said company of whatever class, if classified, being entitled to one vote under the provisions of this act, to repeal any or all the provisions whereby said classification of directors in respect to the time for which they shall severally hold office has been or may hereafter be effected, and to repeal any and all provisions, if any, whereby the right to choose the directors of any class may have been heretofore or be conferred upon may hereafter

to the exclusion of

any class or classes of stockholders the others, and to thereupon determine and limit the term of office of any board of directors of said company then in office, so as to have the said term of office of said entire board then and there expire by limitation at such meeting; on the passage of such resolution, and thereupon and after the passage of such resolution so repealing said provisions as to classification of directors or voting rights or both as aforesaid, said stockholders shall forwith proceed to elect a new board of directors to hold office for one year or until the next annual meeting of said stockholders, if the time fixed for the next annual meeting is less than one year from the date of such meeting at which said repeal of said provisions is made, and until their successors are chosen and qualified in their stead, and thereafter the directors of said corporations shall be chosen annually by stockholders at such time and place as shall be provided by the by-laws of the company, and shall hold their offices for one year and until others are chosen and qualified in their stead.

253. Stockholders may call a meeting and repeal classification of directors.

SEC 2. The persons holding in their own names on the books of the company a majority in amount in interest of the total capital stock, whether made up of one or several classes as aforesaid, then outstanding of any such corporation, and desiring to

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