Orleans County monitor. [volume] (Barton, Vt.) 1872-1953, 1917-04-25

AN ACT TO AMEND THE GEN,
ERAL CORPORATION LAW.


Section l. Section d of No. III OF
the acts of 1915 (Sec. 1913 OF the Cen
eral Laws, as proposed) is hereby
amended so as to read as follows:
/ Sec. n (Sec. 4SI3 G. L. Any cor
poration organized under the laws of
this state and having a capital stock
and able to meet its liabilities then ma
tured may, subject to the rights OF
creditors, sell or lease for cash,
stock of other corporations or other
property, all its assets, including its
foreign or domestic, having power
under the laws OF this state, to
acquire such assets, or like assets, or
may consolidate with, merge into or
acquire by merger any other corporation
organized under the laws of this state,
and doing business similar TO or which,
under the laws of this state, may prop
ieTlv be combined with the business of
said first named corporation and carried
on by a single corporation The aggre-
gate amount of the capital stock. bonds
and other Indebtedness of any corpora
ton resulting from any such consollda-
1 ton or merger shall not exceed the COM
bined capital stock, bonds and other in
debtedness of the original corporations
Such sale, lease, consolidation or merger
shall first be authorized by such vote
OF the stockholders of both corporations
as IS provided in the articles of assoc1a-
ton. or, If there IS no provision IN the
articles then by the vote at a meeting
called for the purpose after twenty
DAYS notice. of the holders of two-thiTds
of the outstanding stock, of both cor
lporatiOns or, If the stock IS divided into
tclaSses, by the vote OF the holders OF
.two-thirdS OF each class Of outstanding
stock entitled to vote. If stock OF an
other corporation IS received IN full or
part payment, all of such stock must be
disposed Of within two years from the
time 1t was acquired Failure to make
such disposition shall be a cause for the
dissolution of the corporation under the
provisions OF section Al. Any corpora
ltion organized under the laws of this
state having q capital stock and unable
to meet its liabilities then Tnatured may,
subject to the rights of creditors, so sell
or lease all its assets. including its fran
5cllises, by the vote in meeting assembled
lof the holders of majority OF stock rep
Presented at such meeting and entitled to
vote. A corporation resulting from any
such consolidation, or merger, in addi-
ton to the general powers OF such cor
poTat1on, shall possess and enjoy all the
rights, privileges, powers, franchises,
inlnlunities, exemptions and benefits Of
each Of the original corporations and all
property. rights, privileges, powers,
franchises. imnnunities, exemptions and
benefits. claims and demands, and all and
every other right and interest of the
original corporations shall belong there
after as effectively to the corporation re-
sulting from such consolidation or mer-
ger. as they did to the several original
corporations, and the title TO any real
estate, whether by deed or otherwise,
under the laws OF this state vested IN
any of said corporations, shall not revert
or be in any way impaired by reason of
this act, and all rights of creditors and
liens upon the property OF said original
corporations shall be preserved unin1-
'paired. and all debts, liabilities and du-
ties of said original corporations shall
ithencefoTth attach to said resulting or
successor corporation and may be en-
forced against It TO the same extent as
II they had been incurred or contracted
by II.
The contract OF consolidation or 1ner-
ger, or the instrument OF conveyance
Ior lease, or a duplicate original there
Iof, or copy duly certified by the clerk,
secretary or other like officer of the re-
stllting or successor corporation, shall
be filed in the Office of the secretary Of
state OF this state. and such contract or
other instrument or a duplicate original
thereof shall, If the same affects title to
any real estate in this state. be recorded
IN accordance with the requirements OF
existing law as TO records OF instruments
affecting title to real estate Upon max
ing and peTfectIng the said agreement or
act Of merger or consolidation and filing
the same in the Office OF the secretary
. OF state, the several corporations, parties
cf771F ~
ton
Sec ?. Section p Of No III OF the
acts OF 1915 (Sec- 4825 Of the General
Laws, as proposed) IS hereby amended
so as to read as follows:
| Sec 23. (Sec. 48z5 G. L. A stock
iholdeT IN any corporation which has
amended its articles Of association by
| changing its purposes, or a stakeholder
in any corporation not In default on any
. iof It's obligations then natured which
has voted to sell or lease all It's assets
Ior which has voted to become party to
any consolidation or merger under the
foregoing provisions OF this act. and who
at the meeting Of stockholders voted
against such amendment, or against such
sale, lease, consolidation or merger OF
was not present or represented at said
meeting merger, may make demand III
writing upon the corporation within tfir-
~ days after such vote for payment for
his stock. II the amendment, sale, lease
consolidation or merger Is completed By
fling with the secretary OF state thf
: documents required by this act and il
AZ that time the corporation and the
stakeholder have not agreed upon the
] value Of the stock al the date OF such
amendment, or Of such sale, lease, con
; solidation or merger, such value shall
5 be+ascertaine1 by three disinteTested per
E sons, one OF whom shall De named b,
] the stakeholder, another BY the corpora
ton and the third by the two thu.
r chosen. The finding OF the appraiser,
a shall be final. and If their award or ths
j agreed valuation is not paid by the cor
: poration within thirty days after it i.
; made, Il may be recovered By the stock
[ holder from tire corporation IN al actor