The Montgomery advertiser., 1903-10-09

an pald. to f11e ttoch11ol1sr~ e q IL bo 6Sad. t6 ha personnl reprseeuka<lve, at the posboflcs nearest his hst kncwn p1ce of resddencs. or aftr psrsona1 deu1nd q pavmemt or safis6aet3on from efthsr f such demand be not complied with in thirty days; such saie to be made as public auction tq the highest badder, efter ten dayG notice of the time and place, by publicakfou In some newspaper pub lishsd at the principsl piare of business of the corporation. or nearest therefo-
 Sec. s5. The stockholders of an such nave the rtght of access to. and Of inspection and examination of. the booix, records and papers of the corpora- tion, at reasonable and proper times.
 Sec. 36. Every snch corporation must have at least three directors. who shall be owners cf stock of the corporation. and who shall be elected anra,aliy, and hold offics for one yer and until their suc- cessors are elected; but failure to elect directors shall not work q dissolution of the corporutf0n, but the exieting board of directors shall continue to mannge the affairs of the corporation until t1fe1r suc- cessors are elected A majority of the shall constitute . quorum for the Transaction of business. Failure to elect officers at any time desisnated for their election shall not work c dissolution of the corporation. but the several ofiicers thereof sd1a1l continue to hold ofice until their successors are elected. Vacancies be filled by the remaining directors.
 Sec. s7. The non-user of corporate franchises for period of i've consecutive yeafs ts forfeiture of such franchise.
 Sec. 8. Meetdngs of the stockholders of . corporation shall b. held annually of which meetings as well as specta1 meet ings notice shall be given as the by-laws prescribe, but in all cases in. which a meeting of the stccthoIders' is required by the provisions of this act for any special purpoee, such meeting shall bs called by the directors, and, unless in this act otherwise provided, thtrty days notice of the time. place and purpose of such meet ing shall be given to each stocklsolder whose residence is known. personally or by letter. properly addressed with postage and also by publication once . week for four consecutive weeks in q 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 whach newspaper is published. at all stockholders meetings the stockholders may vote by proxy.
 Sec. 30. Any two or moro corporations which are authorixed under the provisions of this act to consolidate may merge or consolidate into single corporation, which may be either one of the consoli- dated corporations or new corporation to be formed by means of such merger or consolidation, in either event such con- solfdation shall be effected fin the manner HnlIrxur&rR. <,< Tr- corporations proposng to merge or con- soiidate may enter into c joint agreement under the corporate seals of the respec- tive corporations. prescribing the terms and conditions thereof, the mode of caf- ryfng the same into effect, the name and principal place of Dsxsinees in khis State of the new corporation (if one shall be formed or crea&adl or of the consoli- dated corporation, as the case may bo: the number. names and ppstoffics 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 consolidating corporations into the stock or obligations of such new or consolidated corporation,
 
 ficers of such new or consolidated cor soration 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 meeting to D, called by the directors for the purpos.
 of considering the same: at euch meet ing the said agreement of the director shall be considered and a vote of tn, stockholders of each corporation shall b, taken separately for the adoption or re jection of the agreement, each share o stock entitling the holder to one vote If the votes of the holders of two-thirdl in value of the stock of each of tn. merging corporations, voting at sait meetings in person or by proxy, be fol the adoption of the agreement the fac shall be certified by the secretaries o the respective corporations under the cor ed shall be filed and recorded in thu office of the Secretary of State, and { copy of 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 offlce of the Secretary ol State, the several corporations shall bt one corporation by the name provided fr said agreement, and shall possess all the rights, powers and privileges and be sub ject to all the restrictions, disabilities anc duties of each of the consolidating cor. porations. unless additional powers mol inconsistent with the provisions of thiI act. are expressed in the said agreement and acts of consolidation, and unless thu powers possessed by the several merging corporations are limited or restricted ir the said agreement,
 Sec. 70. Upon the consummation oi such merger or consolidation. all anc singular. the rights, privileges. powers franchises and all property, real, persona or mixed. and all debts due on any ac. count, as we'll as for stock subscriptions as all other things in action belonging tS 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 effectually the property of the con. solidated corporation. as 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 fin 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- istence 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 corporation. and may be enforced against