CHAPTER 353
CORPORATIONS
AN ACT TO AMEND CHAPTER 65 OF THE REVISED CODE OF THE STATE OF DELAWARE OF 1935 RELATING TO CORPORATIONS.
Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly met (two-thirds of all the Members elected to each House thereof concurring therein):
Section 1. That Paragraph 9 of Section 2 of Chapter 65 of the Revised Code of Delaware, 1935, being Section 2034. of said Revised Code, as amended, be and the same hereby is further amended by striking out all of said Paragraph 9 and inserting in lieu thereof the following:
"9. To make donations for the public welfare or for charitable, scientific, or educational purposes."
Section 2. That the third paragraph of Section 17 of Chapter 65 of the Revised Code of Delaware, 1935, being Section 2049. of said Revised Code, as amended, be and the same hereby is further amended by striking out all of said paragraph and inserting in lieu thereof the following:
"The Certificate of Incorporation of any corporation may provide that at all elections of directors of such corporation, each stockholder shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected, and that he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as he may see fit, which right when exercised, shall be termed cumulative voting."
Section 3. That Section 27 of Chapter 65 of the Revised Code of Delaware, 1935, being Section 2059. of said Revised Code, as amended, be and the same is hereby further amended by striking out all of said Section and inserting in lieu thereof the following:
"2059. Sec. 27. Retirement of Preferred Stock:--Whenever any corporation organized under this Chapter shall have issued any preferred or special shares it may, subject to the provisions of its Certificate of Incorporation, (1) redeem all or any part of such shares, if subject to redemption, at such time or times, at such price or prices, and otherwise as shall be stated or expressed in the Certificate of Incorporation or (2) at any time or from time to time purchase all or any part of such shares, but in the case of shares subject to redemption, at not exceeding the price or prices at which the same may be redeemed, or (3) at any time or from time to time, by resolution of the board of directors, retire any such shares redeemed or purchased out of surplus. The corporation may apply to such redemption or purchase an amount out of its capital which shall not be greater than the sum of (1) that part of the consideration received for such shares which shall be capital pursuant to the provisions of Section 14 of this Chapter and that part of surplus which shall have been transferred and treated as capital in respect of such shares pursuant to the provisions of said Section and (2) any amounts by which the capital of the corporation shall have been increased by other transfers from surplus in accordance with the provisions of said Section 14, except those transfers, if any, which shall have been made in respect of other preferred or special shares. Whenever upon the conversion or exchange of preferred or special shares into or for other shares of the corporation the amount of capital represented by such preferred or special shares exceeds the total aggregate par or stated value represented by such other shares, the corporation by resolution of the board of directors may as herein provided reduce its capital at any time thereafter by all or any part of such excess. No such redemption or purchase, however, shall be made out of capital, and there shall be no such reduction of capital after such conversion or exchange, unless the assets of the corporation remaining after such redemption, purchase or reduction shall be sufficient to pay any debts of the corporation, the payment of which shall not have been otherwise provided for.
"Any such shares so redeemed or purchased by the application of capital or otherwise retired pursuant to the provisions of this Section, shall, upon the filing and recording of the certificate hereinafter in this Section provided for, and any shares of the corporation surrendered to it on the conversion or exchange thereof into or for other shares of the corporation shall, after such conversion or exchange, have the status of authorized and unissued shares of the class of stock to which such shares belong; provided, however, that if the Certificate of Incorporation prohibits the reissue of such shares, the authorized capital stock of the corporation of the class to which such shares belong shall, upon such redemption, purchase, retirement, conversion or exchange, be deemed to be, and shall, upon the filing and recording of an appropriate certificate, executed as hereinafter provided, be reduced to the extent of the aggregate par value of the shares so redeemed, purchased, retired, converted or exchanged or, if such shares are without par value, to the extent of the total number of such shares.
"Whenever any capital of the corporation is applied to the redemption or the purchase of shares or any shares are retired pursuant to the provisions of this Section 27, or whenever following the conversion or exchange of preferred or special shares of the corporation the capital of the corporation is to be reduced as herein provided, a certificate shall be made accordingly under the seal of the corporation and the hands of its President or a Vice-President and its Secretary or an Assistant Secretary and the President or such Vice-President shall acknowledge said certificate before an officer authorized by the Laws of Delaware to take acknowledgment of deeds; and said certificate, so executed and acknowledged, shall be filed in the office of the Secretary of State and a copy thereof, certified by said Secretary of State, shall be recorded in the office of the Recorder of the County in which the original Certificate of Incorporation is recorded; and thereupon the capital of the corporation shall be deemed to be and shall thereby be reduced by the amount thereof so applied to such redemption or purchase or the amount thereof represented by the shares so redeemed or purchased, whichever shall be greater, or, in the case of shares redeemed or purchased out of surplus and so retired, by the amount of capital represented by the shares so retired, or, following the conversion or exchange of preferred or special shares of the corporation, by the amount specified by resolution of the board of directors of the corporation as aforesaid, without the necessity of any other proceedings under any other Section of this Chapter. If the Certificate of Incorporation prohibits the reissue of the shares so redeemed, purchased, retired or surrendered to the corporation on the conversion or exchange thereof into other shares of the corporation, the filing and recording of such certificate containing a recital of such fact shall constitute an amendment to the Certificate of Incorporation effecting a reduction in the authorized capital stock of the corporation to the extent of the aggregate par value of the shares so redeemed, purchased, retired, or surrendered on conversion or exchange, or, if such shares are without par value, to the extent of the total number of such shares. If the shares so redeemed, purchased, retired, or surrendered on conversion or exchange constitute all the outstanding shares of any particular class and the reissue thereof is so prohibited, the filing and recording of such certificate, containing a recital of such fact, shall constitute an amendment to the Certificate of Incorporation effecting a reduction in the authorized capital stock of the corporation by the elimination therefrom of all reference to said particular class of stock.
"Nothing in this Section shall be construed as limiting the exercise of the rights given by Section 19 of this Chapter, or as in any way affecting the right of any corporation to resell any of its shares theretofore purchased or redeemed out of surplus for such consideration as shall be fixed from time to time by the board of directors."
Section 4. That Section 43 of Chapter 65 of the Revised Code of Delaware, 1935, being Section 2075. of said Revised Code, be and the same hereby is amended by striking out all of said Section and inserting in lieu thereof the following:
"2075. Sec. 43. Dissolved Corporations; Receivers For; How Appointed; Powers:--When any corporation organized, under this Chapter shall be dissolved in any manner whatever, the Court of Chancery, on application of any creditor or stockholder of such corporation, at any time, may either appoint one or more of the directors thereof trustees, or appoint one or more persons to be receivers, of and for such corporation, to take charge of the estate and effects thereof, and to collect the debts and property due and belonging to the company, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by such corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation; and the powers of such trustees or receivers may be continued as long as the Chancellor shall think necessary for the purposes aforesaid."
Section 5. That Section 62 of Chapter 65 of the Revised Code of Delaware, 1935, being Section 2094. of said Revised Code, be and the same hereby is amended by striking out all of said Section and inserting in lieu thereof the following:
"Any action or proceeding pending by or against any of the corporations consolidated or merged may be prosecuted as if such consolidation or merger had not taken place, or the corporation resulting from or surviving such consolidation or merger may be substituted in its place."
Section 6. That Article 11 of Chapter 65 of the Revised Code of Delaware, 1935, be and the same hereby is amended by adding, immediately following Section 217. thereof, a new Section to be designated as 2249A. Sec. 217A., as follows:
"2249A. Sec. 217A. Procedure for Foreign Corporation to Withdraw from State:--Any foreign corporation which shall have qualified to do business in this State under the provisions of Section 215. of this Chapter, may surrender its authority to do business in this State and may withdraw therefrom by filing with the Secretary of State:
"(1) A certificate signed by its President or a Vice-President and under its corporate seal, attested by its Secretary or an Assistant Secretary, setting forth (a) that it surrenders its authority to transact business in the State of Delaware and withdraws therefrom; and (b) the address to which the Secretary of State may mail any process against such corporation that may be served upon him; or
"(2) A copy of a Certificate of Dissolution issued by the proper official of the state of incorporation, certified to be a true copy under the hand and official seal of such official, accompanied by the information required by clause (b) of paragraph (1) above; or
"(3) A copy of an order or decree of dissolution made by any Court of competent jurisdiction or other competent authority of the state of incorporation, certified to be a true copy under the hand of the Clerk of the Court or other official body, and the official seal of such Court or official body or Clerk thereof accompanied by the information required by clause (b) of paragraph (1) above.
"Such foreign corporation so withdrawing from this State shall pay to the Secretary of State the sum of Ten Dollars in addition to a fee of Two Dollars for filing and/or indexing the certificate hereinbefore required, a fee of Five Dollars for certifying to and/or copying said certificate, and a fee of One Dollar for the Prothonotary of the Superior Court of each County of the State, to be paid over by the Secretary of State to each such Prothonotary upon the issuance of certificates as next provided.
"The Secretary of State shall thereupon issue a sufficient number of certificates under his hand and official seal, evidencing the surrender of the authority of the corporation to do business in this State and its withdrawal therefrom to the end that compliance may be had with the requirements next stated. One such certificate shall be furnished to the corporation so withdrawing and surrendering its right to do business in the State; one such certificate shall be delivered to each agent of the corporation designated as such immediately prior to such withdrawal; and one such certificate shall be issued to the Prothonotary of the Superior Court of each County of the State. Each such Prothonotary shall thereupon enter in the "Record of Agents of Foreign Corporations," maintained under the provisions of Section 217. of this Chapter, a proper notation of the receipt of such certificate of surrender and withdrawal and the effective date thereof.
"Upon the issuance of such certificates by the Secretary of State, the appointment of the authorized agent or agents of the corporation in this State, upon whom process against the corporation may be served, shall be revoked and the corporation shall be deemed to have consented that service of process in any action, suit or proceeding based upon any cause of action arising in this State, during the time the corporation was authorized to transact business in this State, may thereafter be made by service upon the Secretary of State, In the event of service upon the Secretary of State as aforesaid, it shall be the duty of the Secretary of State forthwith to notify such corporation thereof by registered mail directed to such corporation at the address filed with the Secretary of State as above provided, accompanied by a copy of the process or other papers served upon him, and it shall be the duty of the plaintiff in any such action, suit or proceeding to serve process or other papers in duplicate and to pay to the Secretary of State the sum of Three Dollars, for the use of the State, which said sum shall be taxed as part of the costs in the said action, suit or proceeding, if the plaintiff shall prevail therein. The Secretary of State shall enter alphabetically in the process book, kept for that purpose, the name of plaintiff and defendant, the title and docket number of the cause in which such process has been served upon him, the return day thereof, and the day and hour when the service was made."
Section 7. That the second paragraph of Section 59 of Chapter 65 of the Revised Code of Delaware, 1935, being Section 2091. of said Revised Code, as amended, be and the same hereby is further amended by striking out all of said paragraph and inserting in lieu thereof the following:
"Said agreement shall be submitted, to the stockholders of each constituent corporation, at a meeting thereof, called separately for the purpose of taking the same into consideration; of the time, place and object of which meeting due notice shall be given by publication at least once a week for four successive weeks in one or more newspapers published in the County wherein each such corporation either has its principal office or conducts its business, and a copy of such notice shall be mailed to the last known post office address of each stockholder of each such corporation, at least twenty days prior to the date of such meeting, and at said meeting said agreement shall be considered and a vote by ballot, in person or by proxy, taken for the adoption or rejection of the same, each share entitling the holder thereof to one vote; and if the votes of stockholders of each such corporation representing two-thirds of the total number of shares of its capital stock shall be for the adoption of the said agreement, then that fact shall be certified on said agreement by the Secretary or Assistant Secretary of each such corporation, under the seal thereof; and the agreement so adopted and certified shall be signed by the President or Vice-President and Secretary or Assistant Secretary of each of such corporations under the corporate seals thereof and acknowledged by the President or Vice-President of each such corporations before any officer authorized by the laws of this State to take acknowledgments of deeds to be the respective act, deed and agreement of each of said corporations and the agreement so certified and acknowledged shall be filed in the office of the Secretary of State, and a copy of said agreement and act of consolidation or merger, certified by the Secretary of State, shall be recorded in the offices of the Recorders of the Counties of this State in which the respective corporations so consolidating or merging shall have their original Certificates of Incorporation recorded, or if any of the corporations shall have been specially created by a public Act of the Legislature, then said agreement shall be recorded in the County where such corporation shall have had its principal place of business, and the agreement, when so recorded, shall thenceforth be taken and deemed to be the agreement and act of consolidation or merger of said corporations, and such record, or a certified copy thereof, shall be evidence of the agreement and act of consolidation or merger of said corporations, and of the observance and performance of all acts and conditions necessary to have been observed and performed precedent to such consolidation or merger."
Section 8. That the third paragraph of Section 59 of Chapter 65 of the Revised Code of Delaware, 1935, being Section 2091. of said Revised Code, as amended, be and the same hereby is further amended by striking out all of said paragraph and inserting in lieu thereof the following:
"Any one or more corporations organized under the provisions of this Chapter, or existing under the laws of this State, may consolidate or merge with one or more other corporations organized under the laws of any other State or States of the United States of America, if the laws under which said other corporation or corporations are formed shall permit such consolidation or merger. The constituent corporations may merge into a single corporation, which may be any one of said constituent corporations, or they may consolidate to form a new corporation, which may be a corporation of the State of incorporation of any one of said constituent corporations as shall be specified in the agreement hereinafter required. All the constituent corporations shall enter into an agreement in writing which shall prescribe the terms and conditions of the consolidation or merger, the mode of carrying the same into effect, the manner of converting the shares of each of said constituent corporations into shares or other securities of the corporation resulting from or surviving such consolidation or merger and such other details and provisions as shall be deemed necessary or proper. There shall also be set forth in said agreement such other facts as shall then be required to be set forth in Certificates of Incorporation by the laws of the State, which are stated in said agreement to be the laws that shall govern said resulting or surviving corporation and that can be stated in the case of a consolidation or merger. Said agreement shall be authorized, adopted, approved, signed and acknowledged by each of said constituent corporations in accordance with the laws under which it is formed and, in the case of a Delaware corporation, in the manner provided in the two immediately preceding paragraphs. The agreement so authorized, adopted, approved, signed and acknowledged shall be filed in the office of the Secretary of State and a copy thereof, certified by the Secretary of State, shall be recorded as provided in this Section with respect to the consolidation or merger of corporations of this State; and said agreement, when so recorded, shall thenceforth be taken and deemed to be the agreement and act of consolidation or merger of said constituent corporations for all purposes of the laws of this State."
Section 9. That Section 59A. of Chapter 65 of the Revised Code of Delaware, 1935, being Section 2091A. of said Revised Code, as amended, be and the same hereby is further amended by striking out all of said Section and inserting in lieu thereof the following:
"2091A. Sec. 59A. Merger of Parent Corporation and Wholly Owned Subsidiary; Proceedings for:--Any corporation now or hereafter organized under the provisions of this Chapter or existing under the laws of this State, for the purpose of carrying on any kind of business, owning all the stock of any other corporation now or hereafter organized under the provisions of this Chapter or existing under the laws of this State, or now or hereafter organized under the laws of any other State of the United States of America, if the laws under which said other corporation is formed shall permit a merger as herein provided, may file in the office of the Secretary of State a certificate of such ownership in its name and under its corporate seal, signed by its President or a Vice-President, and its Secretary or Treasurer or Assistant Secretary or Assistant Treasurer, and setting forth a copy of the resolution of its board of directors to merge such other corporation, and to assume all of its obligations and the date of the adoption thereof; and a certified copy of said Certificate shall be recorded in the office of the Recorder of Deeds of the County in which the principal place of business of the parent corporation is located, and if the other corporation is also a Delaware corporation and its principal place of business is located in a different County, another certified copy of said Certificate shall be recorded in the office of the Recorder of Deeds of such other County. Thereupon, all of the estate, property, rights, privileges and franchises of such other corporation shall vest in and be held and enjoyed by such parent corporation as fully and entirely and without change or diminution as the same were before held and enjoyed by such other corporation, and be managed and controlled by such parent corporation, and except as hereinafter in this Section provided, in its name, but subject to all liabilities and obligations of such other corporation and the rights of all creditors thereof. The parent corporation shall not thereby acquire power to engage in any business, or to exercise any right, privilege or franchise, of a kind which it could not lawfully engage in or exercise under the provisions of the law by or pursuant to which such parent corporation is organized. The parent corporation shall be deemed to have assumed all the liabilities and obligations of the merged corporation, and shall be liable in the same manner as if it had itself incurred such liabilities and 'obligations. The parent corporation may relinquish its corporate name and assume in place thereof the name of the merged corporation, by including it in a provision to that effect in the Resolution of Merger adopted by the directors and set forth in the Certificate of Ownership, and upon the filing and recording of such Certificate the change of name shall be completed, with the same force and effect and subject to the same conditions and consequences as if such change had been accomplished by proceedings under the appropriate Section of this Chapter. Any plan of consolidation or merger which requires or contemplates any changes other than those herein specifically authorized with respect to the parent corporation, shall be accomplished under the provisions of Section 59 of this Chapter. The provisions of Section 61 of this Chapter shall not apply to any merger effected under this Section."
Section 10. That the second paragraph of Section 59B. of Chapter 65 of the Revised Code of Delaware, 1935, being Section 2091B. of said Revised Code, as amended, be and the same hereby is further amended by striking out all of said paragraph and inserting in lieu thereof the following:
"Any one or more corporations organized under the provisions of this Chapter, or existing under the laws of this State, may consolidate or merge with one or more joint-stock associations, except a joint-stock association formed under the laws of a State which forbids such consolidation or merger. Such corporation or corporations and such one or more joint-stock associations may merge into a single corporation which may be any one of such corporations, or they may consolidate to form a new corporation which shall be a corporation of this State. All of such corporations and such joint-stock association or joint-stock associations shall enter into an agreement in writing which shall prescribe the terms and conditions of the consolidation or merger, the mode of carrying the same into effect, the manner of converting the shares of each of said corporations and of the stock or shares of each of said joint-stock associations or financial or beneficial interests therein into shares or other securities of the corporation resulting from or surviving such consolidation or merger and such other details and provisions as shall be deemed necessary or proper. There shall also be set forth in said agreement such other facts as shall then be required to be set forth in Certificates of Incorporation by the laws of this State and that can be stated in the case of such consolidation or merger. Said agreement shall be authorized, adopted, approved, signed and acknowledged by each of said corporations in the manner provided in the first two paragraphs of Section 59 of this Chapter, and in the case of said joint-stock associations in accordance with their Articles of Association or other instrument containing the provisions by which they are organized or regulated or in accordance with the laws of the State under which they are formed, as the case may be. The agreement so authorized, adopted, approved, signed and acknowledged shall be filed in the office of the Secretary of State and a copy of said agreement, certified by the Secretary of State, shall be recorded as provided in Section 59 of this Chapter with respect to the consolidation or merger of corporations of this State; and said agreement, when so recorded, shall thenceforth be taken and deemed to be the act of consolidation or merger of said corporation or corporations and of said joint-stock association or joint-stock associations, for all purposes of the laws of this State."
Section 11. That the second paragraph of Section 59C. of Chapter 65 of the Revised Code of Delaware, 1935, being Section 2091C. of said Revised Code, as amended, be and the same hereby is further amended by striking out all of said paragraph and inserting in lieu thereof the following:
"Said agreement shall be submitted to the members of each constituent corporation who have the right to vote for the election of the members of the governing body of their corporation, at a meeting thereof, called separately for the purpose of taking the same into consideration; of the time, place and object of the meeting, due notice shall be given by publication at least once a week for four successive weeks in one or more newspapers published in the County wherein each such corporation either has its principal office or conducts its business, and a copy of such notice shall be mailed to the last known post office address of each member of each such corporation who has the right to vote for the election of the members of the governing body of his corporation at least twenty days prior to the date of such meeting, and at such meeting said agreement shall be considered and a vote by ballot, in person or by proxy, taken for the adoption or rejection of the same, each member who has the right to vote for the election of the members of the governing body of his corporation being entitled to one vote; and--if the votes of two-thirds of the total number of members of each such corporation who have the voting power above mentioned shall be for the adoption of the said agreement, then that fact shall be certified on said agreement by the officer of such corporation performing the duties ordinarily performed by the Secretary or Assistant Secretary of a corporation, under the seal of each such corporation; and the agreement so adopted and certified shall be signed by the officers of each of such corporations performing the duties ordinarily performed by the President or Vice-President and Secretary or Assistant Secretary of a corporation, under the corporate seals thereof, and acknowledged by the officer of each such corporation performing the duties ordinarily performed by the President or Vice-President of a corporation before any officer authorized by the laws of this State to take acknowledgments of deeds, to be the respective act, deed, and agreement of each of said corporations, and the agreement so certified and acknowledged shall be filed in the office of the Secretary of State, and a copy thereof, certified by the Secretary of State, shall be recorded in the offices of the Recorders of the Counties of this State in which the respective corporations so consolidating or merging shall have their original Certificates of Incorporation recorded, or if any of the corporations shall have been specially created by public Act of the Legislature, then said agreement shall be recorded in the County where such corporation shall have had its principal place of business; and said agreement, when so recorded, shall thenceforth be taken and deemed to be the agreement and act of consolidation or merger of said corporations, and such record, or a certified copy thereof, shall be evidence of the agreement and act of consolidation or merger of said corporations, and of the observance and performance of all acts and conditions necessary to have been observed and performed preceding such consolidation or merger. If, under the provisions of the Certificate of Incorporation of any one or more of the constituent corporations, there shall be no members who have the right to vote for the election of the members of the governing body of the corporation other than the members of that body themselves, the said agreement duly entered into as provided in the first paragraph of this Section shall be submitted to the members of the governing body of such corporation or corporations, at a meeting thereof, called separately for that purpose; notice of said meeting shall be published and mailed to the members of said governing body in the same manner as is provided in the case of a meeting of the members of a corporation. If at said meeting two-thirds of the total number of members of said governing body shall vote by ballot, in person, for the adoption of the said agreement, that fact shall be certified on said agreement in the same manner as is provided in the case of the adoption of the agreement by the vote of the members of a corporation and thereafter the same procedure shall be followed to consummate the consolidation or merger."
Section 12. That the third paragraph of Section 59C. of Chapter 65 of the Revised Code of Delaware, 1935, being Section 2091C. of said Revised Code, as amended, be and the same hereby is further amended by striking out all of said paragraph and inserting in lieu thereof the following:
"Any one or more non-stock, non-profit corporations organized under the provisions of this Chapter, or existing under the laws of this State, may consolidate or merge with one or more other non-stock, non-profit corporations, organized under the laws of any other State or States in the United States of America, if the laws under which said other corporation or corporations are formed shall permit such consolidation or merger. The constituent corporations may merge into a single corporation, which may be any one of said constituent corporations, or they may consolidate to form a new non-stock, non-profit corporation, which may be a corporation of the State of incorporation of any one of said constituent corporations as shall be specified in the agreement hereinafter required. All the constituent corporations shall enter into an agreement in writing which shall prescribe the terms and conditions of the consolidation or merger, the mode of carrying the same into effect, the manner of converting the memberships of each of said constituent corporations into memberships of the corporation resulting from or surviving such consolidation or merger, and such other details and provisions as shall be deemed necessary or proper. There shall also be set forth in said agreement such other facts as shall then be required to be set forth in Certificates of Incorporation by the laws of the State, which are stated in said agreement to be the laws that shall govern said resulting or surviving corporation and that can be stated in the case of a consolidation or merger. Said agreement shall be authorized, adopted, approved, signed and acknowledged by each of said constituent corporations in accordance with the laws under which it is formed and, in the case of a Delaware corporation, in the manner provided in the two immediately preceding paragraphs. The agreement so authorized, adopted, approved, signed and acknowledged shall be filed in the office of the Secretary of State, and a copy thereof, certified by the Secretary of State, shall be recorded as provided in this Section with respect to the consolidation or merger of corporations of this State; and said agreement, when so recorded, shall thenceforth be taken and deemed to be the agreement and act of consolidation or merger of said constituent corporations for all purposes of the laws of this State."
Section 13. That Section 36 of Chapter 65 of the Revised Code of Delaware of 1935, being Section 2068. thereof, as amended, be and the same hereby is further amended by striking out all of such Section and inserting in lieu thereof the following:
"2068. Sec. 36. Loans to Officers or on Corporation's Stock, Unlawful; Penalty; Exceptions:--No loans shall be made by a corporation to its officers or directors, and no loans shall be made by a corporation secured by its shares, and if any such loan be made, the officer or officers who make it or assent thereto shall be jointly and severally liable until the repayment of the sum so loaned with interest; provided, however, that the provisions of this Section shall not apply to corporations organized exclusively as Building and Loan Associations."
Section 14. That Chapter 65 of the Revised Code of Delaware of 1935, as amended, be and the same hereby is further amended by inserting following Code Section 2071. thereof a new Section to be numbered 2071A. Sec. 39A. and reading as follows:
"2071A. Sec. 39A. Revocation of Voluntary Dissolution; Proceedings For:--At any time prior to the expiration of three (3) years following the dissolution of a corporation pursuant to the provisions of Section 39 of Chapter 65, such corporation may revoke the voluntary dissolution proceedings theretofore taken by it by proceeding in the following manner:
"(1) The Board of Directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked and directing that the question of such revocation be submitted to a vote at a special meeting of stockholders.
"(2) Notice of such a meeting, stating that the purpose or one of the purposes of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be mailed, by first class mail, to each stockholder having voting power, at least twenty (20) days before the date fixed in said notice for said meeting.
"(3) At such meeting a vote of the stockholders entitled to vote thereat shall be taken on a resolution to revoke the voluntary dissolution proceedings, which shall require for its adoption the affirmative vote of the holders of at least two-thirds of all of the stock having voting power.
"(4) Upon the adoption of such resolution, a statement of revocation of voluntary dissolution proceedings shall be executed by the corporation by its President or a Vice-President and by its Secretary or an Assistant Secretary, and verified by one of the officers signing such statement, which statement shall set forth:
(a) The name of the corporation;
(b) The names and respective addresses of its officers;
(c) The names and respective addresses of its directors;
(d) A copy of the resolution adopted by the stockholders revoking the voluntary dissolution proceedings previously taken by the corporation;
(e) The number of shares outstanding having voting power;
(f) The number of shares voted for and against the resolution, respectively.
"(5) In lieu of the proceeding hereinbefore specified, the voluntary dissolution proceedings theretofore taken by a corporation may be revoked by proceeding in the following manner:
"Upon the execution of a consent in writing, signed by all the stockholders having voting power, to a revocation of the voluntary dissolution proceedings previously taken by the corporation, no meeting of directors or stockholders shall be necessary, but such consent shall be filed in the office of the Secretary of State, accompanied by a statement executed by the corporation by its President or a Vice-President and by its Secretary or an Assistant Secretary, and verified by one of the officers signing such statement, setting forth the following:
(g) The name of the corporation;
(h) The names and respective addresses of its officers;
(i) The names and respective addresses of its directors;
(j) A copy of the written consent signed by all the stockholders having voting power revoking such voluntary dissolution proceedings;
(k) That such written consent has been signed by all the stockholders of the corporation having voting power or signed in their names by their attorney or attorneys thereunto duly authorized.
"(6) Upon the filing in the office of the Secretary of State of a statement of revocation of voluntary dissolution proceedings, whether by vote of the stockholders or by unanimous written consent as aforesaid, the Secretary of State, upon being satisfied that the requirements aforesaid have been complied with, shall issue his certificate that the voluntary dissolution proceedings previously taken by the corporation have been revoked, and said certificate of the Secretary of State shall be recorded in the office of the Recorder of Deeds of the County in which the principal office of the corporation was maintained, and thereupon the revocation of the voluntary dissolution proceedings shall become effective and the corporation may again carry on its business.
"(7) If after such dissolution proceedings become effective any other corporation organized under the laws of the State of Delaware shall have adopted the same name as such corporation, or shall have adopted a name so nearly similar thereto as not to distinguish it from such corporation, then, in such case, such corporation shall not be reinstated under the same name which it bore when its dissolution proceedings became effective, but shall adopt and be reinstated under some other name which, under existing law, could be adopted by a corporation formed and organized under the provisions of this Chapter, and in such case the certificate to be filed under the provisions of this Section shall set forth the name borne by such corporation at the time its dissolution proceedings became effective and the new name under which such corporation is to be reinstated.
"(8) Nothing in this Sec. 39A. shall be construed to oust or affect the jurisdiction or power of the Court of Chancery under Sec. 43. of this Chapter."
Section 15. That Section 16M. of Chapter 65 of the Revised Code of Delaware, 1935, being Section 2048M. thereof, as amended, be and the same hereby is repealed.
Section 16. That Section 16X. of Chapter 65 of the Revised Code of Delaware, 1935, being Section 2048X. thereof, as amended, be and the same hereby is further amended by striking out such Section and inserting in lieu thereof the following:
"Sec. 16X. Existing Attachment and Sequestration Laws Unaffected:--Nothing contained in Sections 16A. to 16W. shall be deemed to repeal, amend, or in any way affect the provisions of Sections 92, 93 and 94 of this Chapter or Section 8 of Chapter 117 of the Revised Code of Delaware of 1935, and to the extent that Sections 16A. to 16W. are inconsistent with such Sections, Sections 92, 93 and 94 of this Chapter and Section 8 of Chapter 117 of the Revised Code of Delaware of 1935 shall be controlling."
Section 17. That Section 93 of Chapter 65 of the Revised Code of Delaware, 1935, being Section 2125. thereof, as amended, be and the same hereby is further amended by striking therefrom the last sentence thereof.
Revised Code, as amended, be and the same is hereby further amended by striking out all of said Paragraph 1 and inserting in lieu thereof the following:
"1. The name of the corporation, which shall contain one of the words `association,' `company,' `corporation,' `club,' `incorporated,' `institute,' `society,' `union,' `syndicate,' or 'limited,' or one of the abbreviations, `co.,' 'corp.,' 'inc.,' or 'ltd.,' or words or abbreviations of like import in other languages (provided they are written in English characters or letters), and which shall be such as to distinguish it upon the records in the office of the Secretary of State from the names of other corporations organized under the laws of this State."
Approved June 15, 1951.