The Birmingham age-herald., 1903-10-09

f1rmed by the court until the expiration | of ten days from the day 1t Is ret,Irnad into court If no contest of the appraiea. ment is filed by either party within fer days from the return thereof into eou-t or fl upon hearing any such contest the court Is satisfied that the appraisement Is the full market value of the stock of such dissenting stockholder. the court must enter an order confirming said an praisement and such confirmation shall be final and conclusive on all parties un- less an appeal be taken within ton days to the Circuit Court of such county or other court exercising like jurisdictionn. Upon the filing of the notice of appeal by either party with the judge of such Pro bate Court. within said period, such judge must certify all proceedings and the ap- praisement to such Circuit Court or other court exercising like Jurisdiction. and in such court an issue must be made up un- der the direction of the court and the cause tried as other causes are tried in such court. If no such appeal Is taken, and the value of his stock so aseertained be not paid to the dissenting stockholder within thirty days from the confirmation Of said appralsement, the order confirm Ing the same shall be a judgment for tho amount thereof against the consolidated corporation, and may be collected as oth- CT Judgments of said court are colectabls by law; Provided, that such Probate Court may. if 1t be satisfied that the ap- praisement Is not the true market value of the said stock, set aside the appraise- ment and enter an order for the amount which the evidence satisfies it Is the true value thereof in which event the rights and liabilities of the parties shall be In all respects the same as in case of a con- firmation of the apprasement and pro- vided, further, that the rights of the creditors of the several former corpora tions in and upon the assets and property formerly owned by the respective corpo- rations shall not be impaired or affected by any award or Judgment obtained by such dissenting stockholders hereunder.
 Sec. 42 Such consolidated corporation shall have power and authority to issue bonds or other obligations to an amount sufficient with It's capital stock to pro- vide for all payments 1t will be required to make, or obligations 1t will be required to assume. in order to affect such merger or consolidation. and to secure the pay ment of such bonds or obligations 1t shall be lawful to mortgage its corporate fran chises. rights, privileges, and property, real and personal; and may issue capital stock, common or preferred. or both. to such amount as shall be necessary to the stockholders of the consolidated cor poration in exchange or payment for their original shares, In the manner on the terms specified in the consolidation agreement
 Sec 4s Any corporation organized un- der this act may issue preferred stock by vote of tho holders of two thirds in value of the capital stock at a meeting called for that purpose, and if at such meeting the persons holding two-thi ds in value of the capital stock vote for the issue of preferred stock, the pro- eeedings of the meeting must be reduced to writing. and certified by the president, or chief executive head or the secretary of the corporation, under the corporate seal, and filed and recorded in the office of the Secretary of State, and thereafter preferred stock not in any case exceed ing two-thirds of the capital stock paid Tor in cash or property may be issued; each stockholder shall be first entitled to the privilege of taking such preferred stock in proportion to the amount of com mon stock held by him, or a less amount if he should desire It. before the preferred stock Is offered for sale to the public. The issue of preferred stock may be provided for at the time of the organization with the assent of the original subdivision to the capital stock expressed in their sub scriptions.
 Sec A. Every corporation formed under this act may increase or diminish the number of it's directors with the consent of the persons holding the larger amount In value of the capital stock, expressed by vote of such persons at regular meeting or special meeting called for that purpose.
 Sec. 45. If any corporation formed un- der the provisions of this act has acci- dentally or inadvertently failed to comply with the requirements of this act in It's organization, the president or other chief executive head of the corporation may supply such omission or defect by filing in the office of the Judge of Probate of the county in which the corporation was organized a statement in writing and under oath setting forth the omission or error and supplying or correcting the same; and such filing shall relate back to the organization of the company, except as to rights of third persons which have intervened.
 Sec 46. The capital stock or bonded in- debtedness uf any corporation formed un. der this act or heretofore incorporated under any general or special law of this State may be in- creased by the consent of the persons holding the larger amount in value of the capital stock obtained In favor there- of a. regular meeting of the stockhoid- CTS or at a special meeting of the stoc1- holders called for that purpose, the mo-
 
 shali state what increase is proposed to be made in the capital stock or indep.ed- ness of the corporation; If at such meet ing consent of the holders of the larger amount in value of the capital stock shall be given to [. specified increase of the capital stock CT bonded indebtedness a re- port thereof certified by the president, or secretary of the corporation Under the cor porate seal. must be filed and recorded in the office of the Judge of Probate os the county in which the corporation was organized and thereafter 1t shall be law ful for the corporation to increase It's capital stock or bonded indebtedness in conformity with such consent to an amount equal to or less, but not greater than, that stated in the published notice of the meeting. Any such corporation may by like proceedings decrease its cap- ital stock and after it shall have beea so authorized to decrease its capital stock, such decrease may be effected by retiring or reducing any class of tho stock or by the surrender by every shurc holder Of his shares and the issue 10 him in lieu thereof of a decreased num- Der of shares or by the purchase at not above par O. certain shares for retire. ment, or oy retiring shares owned py the corporation or by reducing the par value of the shares, provided no susa decrease of capital stock shall release or otherwise affect the liability of any stockholders whose shares shall not have been fully paid for debts of the corporation heretofore contracted. The capital stock Of building and loan associations here 4@G