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

age paid, to the stockholder. or if he be dead to his personal representative, at the posboffice nearest his last known plaee of residence. or after personal demand Of
 payment or satisfaction from either fl such demand be not compiled with in thirty days. such sale to be made at public auction to the highest bidder. after l ten days notice of the time and place, hv publication in some newspaper pub | ushed at the principal place of business of the corporation. or nearest thereto.
 Sec. 85. The stockholders of all such corporations have the right of access to, and of inspection and examination of. the l hooks. records and papers of the corpora ton. at reasonable and proper times
 1 Sec. 36 Every such corporation must have at least three directors, who shall be owners of stock of the corporation. and who shall be elected annually. and hold l office for one year and until their sue cessors are elected; but failure to elect directors shall not work dissolution of the corporation. but the existing board of directors shall continue to manage the affairs of the corporation until their suc- cessors are elected. A majority of the | directors shall constitute a quorum for the transaction of business. Failure to elect officers at any time designated for
 their election shall not work a dissolution of the corporation. but the several officers thereof shall continue 10 hold office until their successors are elected. Vacancies occurring in the board of directors must be filled by the remaining directors.
 Sec. B. The non-user of corporate | franchises for period of five consecutive years is a forfeiture of such franchise.
 Sec. B. Meetings of the stockholders of corporation shall be held annually of | lu.i,ta tIpo al af- ings notice shall be given as the bylaws prescribe, but in all cases in which a 1 meeting of the stockholders Is required by | the provisions of this act fo- any special purpose. such meeting sh Ill be called by the directors and, unless in this act otherwise provided. thirty days notice of the time. place and purpose of such meet | Ing shall be given to each stockholder whose residence is known. personally or by letter. properly addressed with posta ge prepaid and deposited in the postofice, and also by publication once a week for four consecutive weeks In A newspaper published at the principal place of busi- ness of the corporation. or if none be published there, in newspaper published in the place nearest to such principal place of business in which a newspaper is published. at all stockholders meetings the stockholders may vote by proxy.
 
 which are authorized under the provisions of this act to consolidate may merge or | consolidate into single corporation. which may be either one of the consoli- dated corpora tions or new corporation to be formed by means of such merger or consolidation, in either event such con soidation shall be effected in the manner following: The directors of the several corporations proposing to merge or con solidate may enter into joint agreement under the corporate seals of the respec- tive corporations, prescribing the terms and conditions thereof, the mode of car ryng the same into effect. the name and principal place of business in thIs State of the new corporation eff one shall be formed or createI) or of the consoll- dated corporation. as the case may be; the number, names and postofflce ad- dresses of the first directors and officers of the new consolidated corporation the number of shares of the capital stock both common and preferred, and the par value of each share thereof. and the manner and terms of converting the capital stock of each of the merging or consolida ting corporations into the stock or obligations of such new or consolidated corporation, and how and when the directors and of ficers of such new or consolidated cor toration shall be chosen; together with all such other provisions or details as the directors of the several consolidating or merging corporations may deem neces- sary to perfect such merger or con- solidation. The agreement shall then be submitted to the stockholders of each of the several consolidating corpor- ations separately at a meeting to be called by the directors for the purpose of considering the same; at such meet ing the said agreement of the directors shall be considered and a vote of the stockholders of each corporation shall be taken separately for the adoption or re- jection of the agreement. each share of stock emitting the holder to one vote If the votes of the holders of two-thirds In value of the stock of each of the merging corporations, voting at said meetings in person or by proxy, be for the adoption of the agreement. the fact shall be certified by the secretaries of the respective corporations under the cor porate seals, and the agreement so adopt ed shall be filed and recorded in the office of the Secretary of State and a copy or said agreement of merger or con solidation duly certified by the Secretary of State shall be evidence of the exist ence of such new or consolidated cor poration. Upon the filing of said agree ment in the office of the Secretary of State. the several corporations shall be one corporation by the name provided in said agreement and shall possess all the rights, powers and privileges and be sub 1ect to all the restrictions, disabilities and duties of each of the consolidating cor porations, unless additional powers not inconsistent with the provisions of this act. are expressed in the said agreement and acts of consolidation, and unless the powers possessed by the several merging corporations are limited or restricted in the said agreement.
 Sec 40 Upon the consummation of such merger or consolidation. all and singular. the rights, privileges powers. franchises and all property. real, personal or mixed. and all debts due on any ac count. as well as for stock subscriptions. as all other things In action belonging to each of the said several corporations. shall be vested in the consolidated cor, poration and all property. rights, privi- leges, powers and franchises, and all and every other interest shall thereafter be as effectualiy the property of the con soldated corporation. they were of the respective former corporations. and the title to any real estate by deed or other wise under the laws of this State, vested
 in any of such respective former corpor- ations shall vest in the new corporation and shall not in any way be impaired by reason of such consultations; but all rights of creditors and all liens upon the property of any of the said former corporations shall be preserved unimpair- ed. and the respective former corpora- tions may be deemed to continue in ex-
 stence in order to preserve the same: and all debts. liabilities and duties of each of the said former corporations shall thenceforth attach to the consolidated