CHAPTER 132 – CORPORATIONS

AN ACT TO AMEND CHAPTER 65 OF THE REVISED CODE OF DELAWARE 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 Branch thereof concurring therein):

Section 1. That Section 2 of Chapter 65 of the Revised Code of Delaware of 1935, being Section 2034 thereof, be and the same hereby is amended by adding thereto a new paragraph to be numbered "9." and reading as follows:

2034. 9. To co-operate with other corporations and with natural persons in the creation and maintenance of community funds or of charitable, philanthropic, benevolent or patriotic instrumentalities conducive to public welfare, and its directors or trustees may appropriate and expend for those purposes such sum or sums as they deem expedient and as in their judgment will benefit or contribute to the protection of the corporate interests.

Section 2. That Section 5 of said Chapter 65 of the Revised Code of the State of Delaware of 1935, being Section 2037 of said Code, be and the same is hereby amended by striking out paragraph numbered 1 thereof and inserting in lieu thereof the following:

2037. 1. The name of the corporation which name 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.", and 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.

Section 3. That Section 5 of said Chapter 65 of the Revised Code of the State of Delaware of 1935, being Section 2037 of said Code, be and the same is hereby amended by striking out paragraph numbered 11 thereof and inserting in lieu thereof the following:

2037. 11. The Certificate of Incorporation may also contain provisions requiring for any corporate action the vote of a larger proportion of the stock or any class thereof than is required by this Chapter.

The term "Certificate of Incorporation" as used in this Chapter, unless the context shall otherwise require, shall include all certificates filed pursuant to Sections 6, 13, 25, 26, 27, 28, 59A or 77A of this Chapter, and any agreement of consolidation or merger filed pursuant to Sections 59, 59B, 59C or 77A of this Chapter.

Section 4. That Section 10 of said Chapter 65 of the Revised Code of the State of Delaware of 1935, being Section 2042 of said Code, be and the same is hereby amended by striking out all of said Section 10 and inserting in lieu thereof the following:

2042. Sec. 10. Officers; Failure to Elect Not to Dissolve Corporation; Vacancies;—Every corporation organized under this Chapter shall have a President, Secretary and Treasurer, who shall be chosen by the directors or stockholders, as the bylaws may direct; and shall hold their offices until their successors are chosen and qualified; the President shall be chosen from among the directors; the Secretary shall record all the proceedings of the meetings of the corporation and directors in a book to be kept for that purpose, and perform such other duties as shall be assigned to him; the Treasurer may be required to give bond in such sum and with such surety or sureties as shall be provided by the by-laws, for the faithful discharge of his duty.

Any two offices (but not more than two) may be held by the same person.

The corporation may have such other officers, agents and factors as may be deemed necessary, who shall be chosen in such manner and hold their offices for such terms as may be prescribed by the by-laws, or determined by the Board of Directors or other governing body, and may secure the fidelity of any or all of such officers by bond or otherwise; and may also provide by the by-laws for the qualification of any or all of such officers before any person authorized by law to administer an oath.

A failure to elect annually a President, Secretary, Treasurer or other officers shall not dissolve a corporation.

Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, shall be filled in the manner provided for in the by-laws; in the absence of such provision, such vacancy shall be filled by the Board of Directors or other governing body.

A corporation not for profit, without capital stock, may elect such officers as the Certificate of Incorporation or by-laws thereof may specify, who shall exercise the respective duties ordinarily exercised by the President, Secretary, Treasurer and other officers commonly elected by a stock corporation.

Section 5. That Section 26 of said Chapter 65 of the Revised Code of the State of Delaware of 1935, being Section 2058 of said Code, be and the same is hereby amended by striking out all of the paragraph numbered 2 thereof and inserting in lieu thereof the following:

2058. 2. If the corporation has no capital stock, then the board of directors, managers, trustees, or the governing body thereof shall pass a resolution declaring that every addition, change or alteration is advisable, and if at a subsequent meeting, held not earlier than fifteen days and not later than thirty days from the meeting at which such resolution shall have been passed, two-thirds of the whole number of the said board of directors, managers, trustees, or the governing body, shall vote in favor of such amendment, addition, change or alteration, a certificate thereof shall be signed by the President or a Vice-President and Secretary or Assistant Secretary, (or by such officers as may be duly authorized to exercise the duties, respectively, ordinarily exercised by the President or Vice-President and Secretary or Assistant Secretary of a corporation), under the corporate seal, acknowledged by said President or Vice-President, (or by such officer as may be duly authorized to exercise the duties ordinarily exercised by a President or Vice-President as aforesaid) before any officer authorized by the laws of this State to take acknowledgment of deeds to be the act and deed and certificate of such corporation, and such certificate acknowledged as aforesaid, together with the assent of two-thirds of the whole number of the members of the said Board of Directors, managers, trustees, or governing body in writing, shall be filed in the office of the Secretary of State, and a copy thereof duly certified by the Secretary of State shall be recorded in the office of the Recorder of the County in which the original Certificate of Incorporation is recorded; or, if the corporation shall have been created by a special public Act of the Legislature, then said certificate shall be recorded, as above provided, in the county where said corporation has its principal place of business, and upon so filing and recording the same, the Certificate of Incorporation shall be deemed to be amended accordingly. Provided, however, that the Certificate of Incorporation of any such corporation without capital stock may contain a provision requiring any amendment thereto to be approved by a specified number or percentage of the members or of any specified class of members of such corporation; in which event only one meeting of the board of directors, managers, trustees or the governing body thereof shall be necessary, and such proposed amendment shall be submitted to the members or to any specified class of members of such corporation without capital stock in the same manner, so far as applicable, as is provided in this Section for an amendment to the Certificate of Incorporation of a stock corporation; and in the event of the adoption thereof, a certificate evidencing such amendment shall be filed and recorded in the same form and manner, so far as applicable, as is provided in this Section for an amendment to the Certificate of Incorporation of a stock corporation.

Section 6. That Section 28 of Chapter 65 of the Revised Code of the State of Delaware of 1935, being Section 2060 of said Code, be and the same is hereby amended by striking out the first two paragraphs of the said section and inserting in lieu thereof the following:

2060. Sec. 28. Reduction of Capital:—Any corporation organized under this Chapter may reduce its capital at any time (a) by the written consent of the holders of record of the total number of shares of the corporation having voting powers at the time outstanding or (b) by resolution of its board of directors supplemented by a resolution adopted by the holders of record of a majority of said shares at a meeting of the stockholders called for that purpose upon at least ten days' notice given in accordance with the by-laws of the corporation to said stockholders. Any preferred or special shares which have been called for redemption and the payment of the redemption price of which has been provided for shall not be deemed to be outstanding. A certificate stating the fact of such consent or the adoption of such resolution and specifying the manner in and the extent to which the capital of the corporation is to be reduced shall be made 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 acknowledgments of deeds; and the certificate, so executed and acknowledged, shall be filed in the office of the Secretary of State and a certified copy thereof shall be recorded in the office of the Recorder of the County in which the original Certificate of Incorporation is recorded. Upon the completion of such filing and recording the capital of the corporation shall thereby be so reduced. No such reduction, however, shall be made in the capital of the corporation unless the assets of the corporation remaining after such reduction are sufficient to pay any debts, the payment of which shall not have been otherwise provided for and said certificate shall so state.

Such reduction of the capital of the corporation may be effected by retiring or reducing the outstanding shares of any class or by drawing the necessary number of outstanding shares of any class by lot for retirement, or by the exchange by the holders of outstanding shares of any class of the shares of such class held by them for a decreased number of shares of stock of the same or by a different class of stock, or by the exchange of shares having par value for shares having no par value, or of shares without par value for shares with par value, or by the exchange of shares having par value for an increased number of shares of lesser par value, or by the exchange of par value shares for shares without par value and/or par value shares of any class, or by the exchange of shares without par value for par value shares and/or shares without par value of any class, the effect of which is to work a reduction of capital, or by reducing (in conjunction with appropriate action under Section 26 of this Chapter) the par value of the shares of any class of stock having par value, or where the amount of capital represented by shares of stock having par value exceeds such par value, by reducing the amount of capital represented by such shares by an amount not greater than such excess, or by reducing the amount of capital represented by shares of stock having no par value, or, in case the capital shall have been increased by the transfer thereto from surplus pursuant to the provisions of Section 14 of this Chapter and the transfer shall not have been made in respect of any designated class or classes of stock, by retransferring to surplus all or any part of the amount by which capital shall have been so increased, or by the purchase of shares for retirement, either pro rata from all holders of shares of that class of stock or by purchasing such shares from time to time in the open market or at private sale in both cases at not exceeding such price or prices as may be fixed or approved by the stockholders entitled to vote upon the reduction of capital to be effected in that manner, or by retiring shares owned by the corporation. If such reduction of capital of the corporation be effected. by retiring shares, then, if the consent or resolution of stockholders above referred to shall so provide, an amount not exceeding that part of the capital of the corporation represented by such shares may be charged against or paid out of the capital of the corporation in respect of such shares.

Section 7. That Section 38 of said Chapter 65 of the Revised Code of the State of Delaware of 1935, being Section 2070 of said Code, be and the same is hereby amended by striking out all of said Section 38 and inserting in lieu thereof the following:

2070. Sec. 38. Surrender of Corporate Rights Before Payment of Capital Stock:—Before the payment of any part of the capital and before beginning business for which the corporation was created, the incorporators named in any certificate of incorporation, or a majority of them, may surrender all their corporate rights and franchises, by filing in the office of the Secretary of State a certificate, verified by the oath or affirmation of a majority of the incorporators named in the certificate of incorporation, that no part of the capital has been paid and such business has not been begun, and surrendering all rights and franchises, and thereupon the said corporation shall be dissolved. A certified copy of such certificate shall be recorded in the county where the original certificate of incorporation shall have been recorded.

Section 8. That Section 39 of said Chapter 65 of the Revised Code of the State of Delaware of 1935, being Section 2071 of said Code, be and the same is hereby amended by striking out all of said Section 39 and inserting in lieu thereof the following:

Directors, and most for the benefit of any corporation organized under this Chapter, that it should be dissolved, the said board, within ten days after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, of which meeting every director shall have received at least three days' notice, shall cause notice of the adoption of such resolution to be mailed to each stockholder of record having voting power, and also cause a like notice to be inserted in a newspaper published in the county wherein the corporation shall have its principal office in the State of Delaware, at least three weeks successively, once a week, next preceding the time appointed for the same, of a meeting of the stockholders having voting power, to be held at the office of the corporation, to take action upon the resolution so adopted by the Board of Directors, which meeting shall be held between the hours of ten o'clock in the forenoon and three o'clock in the afternoon of the day so named, and which meeting may, by consent of a majority in interest of the stockholders present in person or by proxy, having voting power, be adjourned from time to time, for not less than eight days at any one time, of which adjourned meeting notice by advertisement in said newspaper shall be given; and if at any such meeting two-thirds in interest of all the stockholders, having voting power, shall consent that a dissolution shall take place and signify their consent in writing, such consent, together with a list of the names and residences of the directors and officers, certified by the President or a Vice-President and the Secretary or an Assistant Secretary, and verified by oath of one of said officers, shall be filed in the office of the Secretary of State, who, upon being satisfied by due proof that the requirements aforesaid have been compiled with, shall issue a certificate that such consent has been filed, and the Secretary of State shall cause such certificate to be published in one issue in a newspaper published in the county wherein was situated the principal office in the State of Delaware of the dissolved corporation. The Secretary of State shall ascertain the charge for publishing the certificate of dissolution as aforesaid, and collect the amount from the corporation before the certificate of dissolution is issued, and upon the filing in the office of the Secretary of State of an affidavit of the manager or publisher of the said newspaper that said certificate has been published one time, in said newspaper, the corporation shall be dissolved.

Whenever all the stockholders, having voting power, shall consent in writing to a dissolution, no meeting of stockholders shall be necessary, but on filing such consent in the office of the Secretary of State, he shall, as above provided, issue a certificate of dissolution, which shall be published as above provided.

Whenever the Secretary of State issues a certificate of dissolution it shall be recorded in the office of the Recorder of the County in which the principal office of the corporation was maintained.

Section 9. That Section 40 of said Chapter 65 of the Revised Code of the State of Delaware of 1935, being Section 2072 of said Code, be and the same is hereby amended by striking out all of said Section 40 and inserting in lieu thereof the following:

2072. Sec. 40. Dissolution; Proceedings for When No Capital Stock:—Whenever it shall be desired to dissolve any corporation not for profit and having no capital stock, organized under this Chapter, the board of managers or other governing body, however named, having in charge the administration of the business or affairs of such corporation, shall exercise, assume and fulfill all of the functions, rights, privileges and duties, looking toward, involved in or concerned with the dissolution of such corporation, which are hereinabove in like cases imposed or conferred upon the Board of Directors of a corporation having capital stock in and upon its dissolution; and the members of such corporation not for profit and having no capital stock entitled by its certificate of incorporation, its by-laws, or by its conditions of membership or otherwise, to vote for the election of members of its board of managers or other controlling or managing body, or upon any of the affairs or concerns of such corporation, shall exercise, assume and fulfill all of the functions, rights, privileges and duties looking toward, involved in or concerned with the dissolution of such corporation, which are hereinabove, in like case, imposed or conferred upon the stockholders of a corporation having capital stock, in and upon its dissolution. In all other respects, the method and proceedings for the dissolution of a corporation not for profit or having no capital stock shall conform, so near as may be to the method and proceedings hereinabove prescribed for the dissolution of corporations having capital stock, and in the dissolution of any corporation not for profit and having no capital stock the certificate to be filed in the office of the Secretary of State may be executed by the President or Vice-President and the Secretary or Assistant Secretary, or by such officers as are duly authorized to exercise the duties, respectively, ordinarily exercised by the President, Vice-President, Secretary or Assistant Secretary of a stock corporation.

Section 10. That Section 41 of said Chapter 65 of the Revised Code of the State of Delaware of 1935, being Section 2073 of said Code, be and the same is hereby amended by striking out all of said Section 41 and inserting in lieu thereof the following:

2073. Sec. 41. Franchise Taxes To Be Paid:—No corporation shall be dissolved under the provisions of this Chapter until all franchise taxes due to or assessable by the State have been paid by said corporation.

Section 11. That Section 42 of said Chapter 65 of the Revised Code of Delaware, 1935, being Section 2074 of said Code, be and the same is hereby amended by striking out all of said Section 42 and inserting in lieu thereof the following:

2074. Sec. 42. Continuation of Corporation After Dissolution for Purposes of Suit, Etc.:—Ail corporations, whether they expire by their own limitation, or are otherwise dissolved, shall nevertheless be continued for the term of three years from such expiration or dissolution bodies corporate for the purpose of prosecuting and defending suits by or against them, and of enabling them gradually to settle and close their business, to dispose of and convey their property, and to divide their capital stock but not for the purpose of continuing the business for which said corporation shall have been established; provided, however, that with respect to any action, suit, or proceeding begun or commenced by or against the corporation prior to such expiration or dissolution and with respect to any action, suit or proceeding begun or commenced by or against the corporation within three years after the date of such expiration or dissolution, such corporation shall only for the purpose of such actions, suits or proceedings so begun or commenced be continued bodies corporate beyond said three-year period and until any judgments, orders, or decrees therein shall be fully executed.

Section 12. That Section 59 of Chapter 65 of the Revised Code of the State of Delaware, being Section 2091 of said Code, be and the same is hereby amended by striking out the first three paragraphs thereof and inserting in lieu thereof the following:

2091. Sec. 59. Consolidation or Merger; Proceedings for:—Any two or more corporations 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, may consolidate or merge into a single corporation which may be any one of said constituent corporations or a new corporation to be formed by means of such consolidation or merger as shall be specified in the agreement hereinafter required; the directors, or a majority of them, of such corporations as desire to consolidate or merge, may enter into an agreement signed by them and under the corporate seals of the respective corporations, prescribing the terms and conditions of consolidation or merger, the mode of carrying the same into effect, and stating such other facts required or permitted by the provisions of this Chapter to be set out in Certificates of Incorporation, as can be stated in the case of a consolidation or merger, stated in such altered form as the circumstances of the case require, as well as the manner of converting the shares of each of the constituent corporations into shares or other securities of the corporation resulting from or surviving such consolidation or merger, with such other details and provisions as are deemed necessary.

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 clue 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 shall thence be taken and deemed to be the agreement, and act of consolidation or merger of the said corporations; and a copy of said agreement and act of consolidation or merger, duly certified by the Secretary of State under the seal of his office, shall also 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 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.

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 said agreement shall thence forth 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. A copy of said agreement, duly certified by the Secretary of State under the seal of his office, shall also be recorded as provided in this Section with respect to the consolidation or merger of corporations of this State.

Section 13. That Chapter 65 of the Revised Code of the State of Delaware, as amended by Chapter 131 of Volume 41 Laws of Delaware, known as Code Section 2091B, be and the same is hereby amended by striking out Section 59B of the said chapter, as so amended, and inserting in lieu thereof the following:

2091B. Sec. 59B. Merger and Consolidation of Joint Stock and Other Associations and Corporations; Proceedings for;—The term "joint-stock association," as used herein, shall include any association of the kind commonly known as joint-stock association or joint-stock company and any unincorporated association, trust or enterprise having outstanding shares of stock or other evidences of financial or beneficial interest therein, whether formed by agreement or under statutory authority or otherwise, but does not include a corporation. The term "stockholder" includes every member of such joint-stock association or holder of a share of stock or other evidence of financial or beneficial interest therein.

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 said agreement shall henceforth be taken and deemed to be the agreement and 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. A copy of said agreement duly certified by the Secretary of State under the seal of his office shall also be recorded as provided in Section 59 of this Chapter with respect to the consolidation or merger of corporations of this State.

The provisions of Section 60, 61, 62, 63 and 64 of this Chapter shall, in so far as they are applicable, apply to mergers and consolidations between corporations and joint-stock associations, the word "corporation", where applicable, as used therein being deemed to include joint-stock, associations as defined herein; provided that the personal liability, if any, of any stockholder of a joint-stock association existing at the time of such merger or consolidation shall not thereby be extinguished, shall remain personal to such stockholder and shall not become the liability of any subsequent transferee of any share of stock in such merged or consolidated corporation or of any other stockholder of such merged or consolidated corporation.

Sec. 14. That Chapter 65 of the Revised Code of the State of Delaware of 1935, be, and the same is hereby amended by adding thereto a new Section to be known as Code Section 2091C, Section 59C, as follows:

2091C. Sec. 59C. Consolidation or Merger of Non-Stock, Non-Profit Corporations; Proceedings for:—Any two 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 into a single corporation which may be any one of said constituent corporations or a new non-stock, non-profit corporation to be formed by means of such consolidation or merger as shall be specified in the agreement hereinafter required; the members of the governing body, however called, or a majority of them, of such corporations as desire to consolidate or merge, may enter into an agreement signed by them and under the corporate seals of the respective corporations, prescribing the terms and conditions of consolidation or merger, the mode of carrying the same into effect, and stating such other facts required or permitted by the provisions of this Chapter to be set out in certificates of incorporation for non-stock, non-profit corporations, as can be stated in the case of a consolidation or merger, stated in such altered form as the circumstances of the case require, as well as the manner of converting the memberships of each of the constituent corporations into memberships of the corporation resulting from or surviving such consolidation or merger, with such other details and provisions as are deemed necessary.

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 shall thence be taken and deemed to be the agreement and act of consolidation or merger of the said corporations; and a copy of said agreement and act of consolidation or merger, duly certified by the Secretary of State under the seal of his office, shall also 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 its principal place of business, 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.

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 said agreement 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. A copy of said agreement, duly certified by the Secretary of State under the seal of his office, shall also be recorded as provided in this Section with respect to the consolidation or merger of corporations of this State.

If the corporation resulting or surviving such consolidation or merger is to be governed by the Laws of any State other than the laws of this State, it shall agree that it may be served with process in this State in any proceeding for enforcement of any obligation of any constituent corporation of this State, and shall irrevocably appoint the Secretary of State as its agent to accept service of process in an action for the enforcement of payment of any such obligation and shall specify the address to which a copy of such process shall be mailed by the Secretary of State. Service of such process shall be made by personally delivering to and leaving with the Secretary of State duplicate copies of such process. The Secretary of State shall forthwith send by registered mail one of such copies to such resulting or surviving corporation at its address so specified, unless such resuiting or surviving corporation shall thereafter have designated in writing to the Secretary of State a different address for such purpose, in which case it shall be mailed to the last address so designated.

Section 15. That Section 60 of Chapter 65 of the Revised Code of the State of Delaware, being Section 2092 of said Code, be and the same is hereby amended by striking out all of said Section 60 and inserting in lieu thereof the following:

2092. Sec. 60. Consolidation or Merger; Status of Old and New Corporations:—When an agreement shall have been signed, acknowledged, filed and recorded, as in Section 59, Section 59B, or in Section 59C of this Chapter is required, for all purposes of the laws of this State the separate existence of all the constituent corporations, parties to said agreement, or of all such constituent corporations except the one into which the other or others of such constituent corporations have been merged, as the case may be, shall cease and the constituent corporations shall become a new corporation, or be merged into one of such corporations, as the case may be, in accordance with the provisions of said agreement, possessing all the rights, privileges, powers and franchises as well of a public as of a private nature, and being subject to all the restrictions, disabilities and duties of each of such corporations so consolidated or merged, and all and singular, the rights, privileges, powers and franchises of each of said corporations, and all property, real, personal and mixed, and all debts due to any of said constituent corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of such corporations shall be vested in the corporation resulting from or surviving such consolidation or merger; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the resulting or surviving corporation as they were of the several and respective constituent corporations, and the title to any real estate vested by deed or otherwise, under the laws of this State, in any of such constituent corporations, shall not revert or be in any way impaired by reason of this Chapter; provided, however, that all rights of creditors and all liens upon any property of any of said constituent corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective constituent corporations shall thence forth attach to said resulting or surviving corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Section 16. That Section 61 of Chapter 65 of the Revised Code of the State of Delaware, being Section 2093 of said Code, be and the same is hereby amended by adding at the end of said Section 61 the following:

2093. Sec. 61. "The cost of any such appraisal, including a reasonable fee to each of the appraisers, may on application of any party in interest be determined by the Chancellor and taxed upon the parties to such appraisal, or either or both of them, as may appear to be equitable."

Section 17. That Section 64 of said Chapter 65 of the Revised Code of the State of Delaware, being Section 2096 of said Code, be, and the same is hereby amended by striking out all of said Section 64 and inserting in lieu thereof the following:

2096. Sec. 64. Powers of Corporation Resulting from or surviving Consolidation or Merger:—When two or more corporations are consolidated or merged, the corporation resulting from or surviving such consolidation or merger shall have power and authority to issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock to provide for all the payments it will be required to make, or obligations it will be required to assume, in order to effect such consolidation or merger; to secure the payment of which bonds and obligations it shall be lawful to mortgage its corporate franchise, rights, privileges and property, real, personal or mixed; and may issue certificates of its capital stock and other securities to the stockholders of such constituent corporations in exchange or payment for the original shares, in such amount as shall be necessary in accordance with the terms of agreement of consolidation or merger in order to effect such consolidation or merger in the manner and on the terms specified in such agreement.

Section 18. That Chapter 65 of the Revised Code of the State of Delaware of 1935, as amended by Chapter 131 of Volume 41 Laws of Delaware, known as Code Section 2109A, Section 77A, be and the same is hereby amended by striking out paragraph numbered 1 of Section 77A of the said Chapter 65 as amended, and inserting in lieu thereof the following:

2109A. Sec. 77A. Plan of Reorganization Under the Laws of The United States, Execution of, Filing Certificates:—(1) Any corporation now or hereafter organized under this Chapter or existing under the laws of this State, a plan of reorganization of which, pursuant to the provisions of any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations of corporations, has been or shall be confirmed by the decree or order of a court of competent jurisdiction, shall have full power and authority to put into effect and carry out the plan and the decrees and orders of the court or judge relative thereto and may take any proceeding and do any act provided in the plan or directed by such decrees and orders, without further action by its directors or stockholders. Such power and authority may be exercised, and such proceedings and acts may be taken, as may be directed by such decrees or orders, by the trustee or trustees of such corporation appointed in the reorganization proceedings (or a majority thereof), or if none be appointed and acting, by designated officers of the corporation, or by a master or other representative appointed by the court or judge, with like effect as if exercised and taken by unanimous action of the directors and stockholders of the corporation.

Section 19. That Section 86 of said Chapter 65 of the Revised Code of the State of Delaware of 1935, being Section 2118 of said Code, be and the same is hereby amended by striking out all of said Section 86 and inserting in lieu thereof the following:

2118. Sec. 86. Use of Word "Trust" in Advertisement or Sign, Regulated; Violation a Misdemeanor; Penalty:—No person, firm, association of persons, or corporation now existing or hereafter created under the Laws of Delaware, except only corporations reporting to and under the supervision of the State Bank Commissioner of the State, shall advertise or put forth any sign as a Trust Company, or in any way solicit or receive deposits or transact business as a Trust Company, or use the word "Trust", as a part of his, their or its name; and any violation hereof shall constitute a misdemeanor and on conviction thereof the offender shall be fined in a sum not exceeding Five Hundred Dollars for each offense; provided, that nothing herein contained shall be construed to prevent any individual, as such, from acting in any trust capacity, as now allowed by law; and provided further, that the prohibition contained in this and the two preceding sections against the use of the word "trust" in the corporate name of any corporation created by or existing under the General Corporation Law of this State shall not apply to any such corporation which has, from a date prior to January 1, 1941, been continuously and actively engaged in any business, other than the business of selling stock or other intangible property represented as securities or investments, under a name including the word "Trust" as a part of its corporate name, but nothing herein contained shall permit any such corporation to engage in any banking or trust company business, as such business is defined in the banking laws of this State.

Approved April 9, 1941.