The independent-reporter. [volume] (Skowhegan, Me.) 1909-1955, 1917-04-12

aoa; Of & each e such rpss;s ID
.sss e ,Re IN r1s2sr
enss e The holders Of other sh ar q
fights or preferences given to the
holders Of such shares.
Suoh corporation may Issue and
may sell its authorixsd shares. from
AS may be prescribed IN tho certin-
cate of Incorporation, or as from time
to time may be fixed by tho board of
directors pursuant rS f authority son
BY the consent Of the holders Of two
| thirds of each GLASS of shares then
outstanding given at meeting called
shall be prescribed by the bylaws
mittsd by this section shall be deemed
holder of suoh shares shall not be
liable to the corporation or to its
creditors In respect thereof
Section 11e. No corporation form
| ed pursuant to section ono hundred
and fifteen hereof shall begin to carry
on business or shall incur any debts
| until the amount of capital stated In
It's certificate Of Incorporation shall
property taken at it's actual value In
case the amount of capital stated in
| its certificate Of incorporation shall
| be increased as hereinafter provided.
such corporation shall not increase
the amount of it's indebtedness then
existing until It shall have received In
money or property the amount OF
The directors Of the corporation as
senting to the creation of any debt in
violation of this section shall be
| liable Jointly and severally for such
debt; but no action shall be brought
under the foregoing provision OF this
| section unless within one year after
| tho debt shall have been Incurred tho
director written notice of intention to
hold him personally liable for suoh
debt. Any director who, because Of
any such liability under this section.
shall be subrogated to all rights Of
the creditor in respect thereof against
the corporation and it's property and
also shall be entitled to contribution
poration similarly liable for the same
debt and the personal Representative
OF any such director who shall have
died before making such contribution
No suoh corporation shall declare
any dividend which shall reduce the
amount of It's capital below the
amount stated In the certificate az the
amount of capital with which tho cor
poration Will carry on business In
case any such dividend shall be de-
| olared, the directors in whose admin
istration the same shall have been de-
clared. except those who may have
caused their dissent therefrom to be
entered upon the minutes of such di-
reotors at the time or who were not
| present when such action was taken,
shall be liable Jointly and seYerally to
| such corporation and to the creditors
thereof to the full amount Of any loss
| sustained by such corporation or by
| Its creditors respectively by reason Of
| such dividend.
Section III. Amy corporation form
ed pursuant to section one hundred
| and fifteen may amend its certificate
OF Incorporation 80 as to increase or
| to reduce the number Of shares which
| II may issue, or so as TO increase or
to reduce the amount of Its stated
capital, by filing, In the secretary Of
| states Office a certificate of amend
ment under seal executed by its pres
Ident or vice president and by its
| clerk or Its treasurer. stating tho
| amendment proposed and that the
| Same has been duly auth orized by a
| vote of a majority OF the directors
| and also by the vote of the holders OF
| at least three -ffths OF the outstand-
ing shares of each GLASS issued by the
stockholders called for tho purpose
and by fling With suoh certificate Of
amendment copy OF the proceedings
OF such meeting, made. signed, veri-
| fed and acknowledged by the presi-
dent on a vice president and by the
clerk or he treasurer OF the corpora
! ton; but a. amendment cannot be
made under this section unless as so
amended the certificate Of incorpora-
| tlon could lawfully have been fled
under section one hundred and ifteen
OF this chapter In case OF a reduc-
ton of the amount Of capital OF a cor
poration. a certificate setting forth
| the whole amount of the ascertained
debts and liabilities OF the corpora
| tlon shall be made. signed. verified
and Acknowledge by the president or
a vice president and by the clerk or
the treasurer of the corporation and
shall be filed with the certificate Of
amendment shall have endorsed
| thereon the certificate Of the attorney
general that he has received salts
| factory proof that as SO stated the re
| duoed amount OF capital Is sufficient
for the proper purposes of the cor
| poration and Is in excess of Its as
oertalned debts and liabilities
Section 11s For the purpose OF
any rule of law or OF any statutory
provision other than the foregoing
sections ono hundred and fifteen, one
| hundred and sixteen and one hundred
and seventeen or of determining the
amount to DC paid to the treasurer OF
the state for the use. of the state as
provided in section nine of this chap
| ter. or OF determining the amount OF
| tho annual franchise tax as provided
In section eighteen Of chapter nine of
the revised statutes. but for no other
| purpose, shares without nominal or
par value shall be assumed to be Of
| tho par value OF one hundred dollars
7 eaoh.'
Section 11s. In case the certificate
OF organization OF corporation
| formed pursuant to section one hund-
red and fifteen hereof shall provide
| for an Issue of preferred stock and
shall also provide that such stock
may be CALLED In and retired at any
prios stated In the provisions describ-
Ing the preferences of such shares
such preferred stock shall not be
thus called in or retired II thereby the
property and assets Of the corpora
ton shall be reduced below the
amount stated in the certificate of or
ganixation or fixed In acoo rdance with
the provisions of section one hundred
and seventeen. as the capital with
which the corporation will carry on
business, nor shall suoh preferred
| stock be thus called In or retired II
| thereby the property and assets of
| the corporation shall be reduced be-
| low tho amount of It's outstanding
debts and liabilities.
In case tho certificate of organixa-
tion of any corporation organized un-
der section seven of this chapter shall
provide for an issue of preferred
stock and shall also provide that
such stock may be called In and re
| tired at any price stated In the pro-
visions describing the preferences Of
suoh shares. such stock shall not be
property and assets of the corpora
ton shall be reduced below the
amount of Its outstanding debts and
| liabilities.
| Any offloer or member of q corpora
ton who votes for or aids in the call
Ing and retiring of preferred stock In
( violation hereof shall be fned not ex-
| ftxyn Ar,1 la, ,,,d