Daily Kennebec journal. [microfilm reel] (Augusta, Me.) 1870-1975, 1921-04-14

Sections one hundred and fifteen TO
one hundred and nineteen, fnclustvef OF
chapter fifty-one OF the revised STAT
dr ed as and " 81 he pubic
Of nineteen hundred and seventeen are
hereby amended by striking out all OF
said sections and substituting In place
thereof the following;
Sec. u.s.. Upon the organization
corporation the organization Of which
Is authorized under the PROVISIONS OF
section seven of this chapter, or upon
the amendment of the certificate 81 or
gaiiization in the manner now or here.
after provided by law OF any present
ant to the provisions OF this chapter
! provision may be made for the. issu-
ance OF all or any one or more classes
of its stock Of whatever Kind without
certificate Of organization or In the
certificate of amendment, in lieu OF the
| statements how required by law as TO
| the amount OF the eorpotations capital
stock and the number and par value of
the shares into which the same Is to be
divided:
! '(a) The number of shares with q
par or face value and the number OF
shares without a par or face value that
may be issirs,d by the corporation and
the classes, If any, into which such
shares are divided.
OBJ The par or face value of
shares other than shares which 1t is
stated are to have no par or face value.
See. lie. In the case of cert .tieates
for shares of stock issued under the
preceding section. II snail be unlawful
to set forth any par value or value in
dollars thereon, or to express any rate
OF dividend to which the shares fep-
resented thereby shall be entitled In
terms of. percentages of any par or
other value. Every such certificate
shall have plainly stated on It's face
the number of shares which it repre-
sents ana each such share Except as
to preferences, rights, limitations,
privileges and restrictions. lawfully
granted or imposed with respect to
any stock or class thereof shall be
deemed to be equal to every other
share of the same class. Preferehces,
rights, limitations, privileges aud re-
strictiens authorized by the laws of
this state may be stated in dollars and
cents per share.
Sec. lit. Corporations may Issue
and dispose Of their authorized shares
having no par or face value for such
consideration as may be prescribed in
the certificate OF organization or in
the certificate of amendment ~ IL no
consideration is SO prescribed then for
such consideration as may he Fixed by
the stockholders at a meeting duly
StilcC dUd netQ IOT the DuIDuSet OF ny
the board of directors when acting
under general or special authority
granted by the stockholders ANY and
all shares issued for the consideration
prescribed or liked in accordance vita
the provisions of this section shall be
fully paid ands non assessable. The
authorized number or shares without
par or face value may be increased or
reduced by majority vote OF the
issued and outstanding shares at a
it7tr f,,t 10, %
at an annual meeting. when notice
shall have been given of such proposed
action in the cali therefor, and the
corporation shall file certificate
within ten days thereafter. and there
upon said change shall take effect.
Sec. lis. Any corporation, the or
ganization of which is authorised
under this chapter, having outstanding
ing duly called and held for the pur-
pose, by vote of the holders Of two
thirds of It's outstanding stock change
such shares or any class thereof into
an equal number of shares without
exchange thereof pro rata for an equal
or different number of shares without
par or face value, provided the prefer
cnces rights. limitations, privileges
and restrictions lawfully granted or
imposed with respect to the outHtand-
ing shares. so changed or exchanged,
shall not be impaired. diminished or
changed without the consent of all the
holders thereof, such preferences,
rights. limitations, privileges and re-
strictions, however, to be expressed
in dollars or cents per share rather
than by reference to par or face value.
Sec. 119. Corporations formed pur-
suant to the provisions of this chap
ter may provide that preferred stock.
both with and without par value. may
be called in and retired in such man
ner and at such price as may be pro-
vided in the provision describing the
however, that no preferred stock shall
thus be called in or retired if thereby
the property and assets of the CORPORA
ton shall be reduced below the amount
of it's outStan ling debts and Liabilities.
Sec. 100. Before fling the certifi-
cate of incorporation or any certificate
of increase in the number of shares
Of corporation having shares without
nominal or par value, there shall be
paid to the treasurer of state for the
use of the state one cent per share on
all shares authorized. but in no case
less than ten dollars. The amount Of
the annual franchise tax to be paid to
the state i'm the case of such corpora
tions shah be five mills per share on
all shares authorized, but in no case
less than ten dollars.
Sec. 121. The laws applicable to
corporations having shares Of stock
with par value shall apply to corpora
tions issuing shares without par or
face value, except as otherwise pro-
vided in the six preceding sections
(Approved April 81