An Act to amend the District of Columbia Business Corporation Act.
PL 86-106 (S.660), enacted 07/23/1959

73 S T A T . ] 
PUBLIC LAW 86-106-JULY 23, 1959 
239 
exceeding $5,000 and as determined by the Commissioners for amounts 
exceeding $5,000; and the Commissioners are authorized to establish 
a working fund for such purposes without fiscal year limitation, said 
fund to be reimbursed for repairs and improvements performed under 
that fund from funds available for these purposes, and payments are 
authorized to be made to said fund in advance if required by the 
Director of Buildings and Grounds, subject to subsequent adjustment, 
from funds available for necessary expenses, including allowances 
for privately owned automobiles." 
This Act may be cited as the "District of Columbia Appropriation 
Act, 1960". 
Approved July 23, 1959. 
Short title. 
Public Law 86-105 
AN ACT 
July 23. 1959 
To extend certain traineeship provisions of the Health Amendments Act of 1956. —I,H. R. (
>
3
2 ]_ 
Be it enacted hy the Senate and House of Representatives 
of the 
United States of America in Congress assembled^ That section 306 of 
the Public Health Service Act (42 U.S.C. 242d) is amended (1) by 
striking out the word "two" in subsection (a) thereof and inserting in 
lieu thereof the word "seven"; and (2) by inserting at the end of 
subsection (e) thereof the following: "The Surgeon General shall, 
between June 30,1963, and December 1,1963, call a similar conference, 
and shall submit to the Congress, on or before January 1, 1964, a 
report of such conference, including any recommendations by it relat-
ing to the limitation, extension, or modification of this section." 
SEC. 2. Section 307 of the Public Health Service Act (42 U.S.C. 
242e) is amended (1) by striking out the word "two" in subsection (a) 
thereof and inserting in lieu thereof the word "seven"; and (2') by 
inserting at the end of subsection (e) thereof the following: "The 
Surgeon General shall, between June 30, 1963, and December 1, 1963, 
call a similar conference, and shall submit to the Congress, on or bsfore 
January 1,1964, a report of such conference, including any recommen-
dations by it relating to the limitation, extension, or modification of 
this section." 
Approved July 23, 1959. 
P u b l i c 
health 
training programs. 
70 Stat. 923. 
Report. 
70 Stat. 924. 
Report. 
Public Law 86-106 
AN ACT 
To amend the District of Columbia Business Corporation Act. 
Be it enacted hy the Senate and House of Representatives 
of the 
United States of America in Congress assembled^ That section 11 of 
the District of Columbia Business Corporation Act is amended by 
adding at the end thereof a new subsection (d) as follows: 
"(d) Any registered agent of a corporation may resign as such agent 
upon filing a written notice thereof, executed in triplicate, with the 
Commissioners, who shall forthwith mail one copy thereof to the cor-
poration at its registered office and another copy thereof to the corpora-
tion at its principal office in the District as shown on the records of the 
Commissioners. The appointment of such agent shall terminate upon 
the expiration of thirty days after receipt of such notice by the Com-
missioners or upon the appointment of a successor agent becoming 
effective, whichever occurs first. No fee or charge of any kind shall be 
imposed with respect to a filing under this subsection." 
July 23, 1959 
[S. 660] 
D. C. 
Business 
Corporation 
A c t , 
amendment. 
Domestic agents, 
re s i g n a t l o n pro-
cedure. 
68 Stat. 184. 
D. C. Cod« 29-
907a. 
240 
PUBLIC LAW 86-106-JULY 23, 1959 
[73 ST A T , 
V o t i n g 
rights, 
D. C. Code 29-
908a. 
Share 
c e r t i f i -
cates. 
D. C. Code 29-
908g. 
O u t s t a n d i n g 
shares, etc. 
D. C. Code 29-
908i. 
Notice of meet-
ings. 
D. C. Code 29-
910a. 
Voting by proxy, 
D. C. Code 29-
913. 
SEC. 2. Subsection (a) of section 14 of the District of Columbia 
Business Corporation Act is amended (1) by striking out the period 
at the end of clause (1) and inserting in lieu thereof a comma and the 
following: "the time of payment and the dates from which dividends 
on cumulative shares slmll be accumulative,,and the extent of other 
participation rights, if any.", and (2) by adding at the end thereof the 
following new clause: " (7) Any right to vote with holders of shares of 
any other series or class and any r i ^ t to vote as a class, either generally 
or as a condition to specified corporate action.". 
SEC. 3. Subsections (b) and (c) of section 20 of the District of 
Columbia Business Corporation Act are amended to read as follows: 
"(b) Notwithstanding the provisions of section 15 of the Act 
entitled 'An Act to regulate in the District of Columbia the transfer 
of shares of stock in corporations and to make uniform the law with 
reference thereto', approved December 23, 1944 (58 Stat. 927; D.C. 
Code, sec. 28-2915), every certificate representing shares the transfer-
ability of which is restricted or limited shall state upon the face thereof 
that the transferability of such shares is restricted or limited and upon 
the face or back thereof shall either set forth a full or summary state-
ment of any such restriction or limitation upon the transferability of 
such shares or shall state that the corporation will furnish to any 
shareholder upon request and without charge such full or summary 
statement. 
"(c) Subject to the provisions of subsection (b) of this section, 
every certificate representing shares issued by a corporation which 
is authorized to issue shares of more than one class shall set forth 
upon the face or back thereof, or shall state that the corporation will 
furnish to any shareholder upon request and without charge, a full 
or summary statement of the designations, preferences, limitations, 
and relative rights of the shares of each class authorized to be issued, 
and, if the corporation is authorized to issue any preferred or special 
class in series, the variations in the relative rights and preferences 
between the shares of each such series so far as the same have been 
fixed and determined and the authority of the board of directors to 
fix and determine the relative rights and preferences of subsequent 
series." 
SEC. 4. Section 22 of the District of Columbia Business Corporation 
Act is amended by adding at the end thereof the following new sub-
section : 
"(c) Where it cannot be determined that shares which have been 
issued and outstanding for more than twelve years are fully paid and 
nonassessable, a determination by the board of directors that the net 
assets of a corporation applicable to such shares have a fair value 
at least equal to the stated capital represented by such shares, shall, in 
the absence of fraud, have the same effect as if such shares had been 
issued in consideration of such net assets upon such a determination 
made at the time of issuance, except that no such determination shall 
affect any rights of any then existing creditors." 
SEC. 5. Section 26 of the District of Columbia Business Corporation 
Act is amended by inserting immediately after "meeting is called, 
shall" the following: ", in the absence of a provision in the bylaws 
specifying a different period of notice,". 
SEC. 6. Section 29 of the District of Columbia Business Corporation 
Act is amended (1) by adding at the end of subsection (a) the follow-
ing new sentence: "A proxy purporting to be executed by a corpora-
tion shall be presumed to be valid and the burden of proving invalid-
ity shall rest on any challenger.", and (2) by adding at the end thereof 
the following new subsections: 
73 S T A T . ] 
PUBLIC LAW 86-106-JULY 23, 1959 
241 
"(e) Shares standing in the name of a partnership may be voted 
by any partner. 
A proxy purporting to be executed by a partnership 
shall be presumed to be valid and the burden of proving invalidity 
shall rest on any challenger. 
"(f) Shares standing in the name of two or more persons as joint 
tenants, or tenants in common, or tenants by the entirety, may be voted 
in person or by proxy by any one or more of such persons. If more 
than one of such tenants shall vote such shares, the vote shall be 
divided among them in proportion to the number of such tenants 
voting in person or by proxy unless a different apportionment of the 
vote is requested by such tenants." 
SEC. 7. Section 31 of the District of Columbia Business Corporation 
Act is amended by adding at the end thereof the foUowmg new 
subsection: 
"(d) If a quorum is present, the affirmative vote of the majority of 
the shares represented at the meeting and entitled to vote on the sub-
ject matter shall be the act of the shareholders, unless the vote of a 
greater number, or voting by classes, is required by this Act or the 
articles of incorporation, and except that in elections of directors, those 
receiving the greatest number of votes shall be deemed elected even 
though not receiving a majority." 
SEO. 8. Section 35 of the District of Columbia Business Corporation 
Act is amended by striking out "by the board of directors" and insert-
ing in lieu thereof "by affirmative vote of a majority of the remaining 
directors, though less than a quorum of the board of directors, unless 
the articles of incorporation otherwise provide". 
SEC. 9. (a) Subsection (c) of section 42 of the District of Columbia 
Business Corporation Act is amended by inserting immediately after 
"certified by the following: "or otherwise represented in a written 
report of". 
(b) Section 42 of such Act is amended by adding at the end thereof 
the following new subsection: 
"(f) No suit shall be brought against any director for any liability 
imposed by this Act except within three years after the right of action 
shall accrue." 
SEC. 10. Subsection (d) of section 45 of the District of Columbia 
Business Corporation Act is amended by inserting immediately after 
"written request" the following: "j stating the purpose thereof,". 
SEC. 11. Subsection (a) of section 90 of the District of Columbia 
Business Corporation Act is amended by striking out the period at the 
end of paragraph (2) and inserting in lieu thereof a semicolon, and by 
adding at the end thereof the following new paragraphs: 
"(3) in an action by a shareholder when it is established that 
the directors are deadlocked in the management of the corporate 
affairs and the shareholders are unable to break the deadlock, and 
that irreparable injury to the corporation is being suffered or is 
Nthreatened by reason thereof; 
"(4) in an action by a shareholder when it is established that 
the shareholders are deadlocked in voting power and for that 
reason have been unable at two consecutive annual meetings to 
elect successors to directors whose terms had expired." 
SEC. 12. Subsection (a) of section 98 of the District of Columbia 
Business Corporation Act is amended (1) by redesignating para-
graphs (2), (3), (4), and (5) as paragraphs (3), (4), (5), and (6), 
respectively, and (2) by inserting immediately after paragraph (1) 
a new paragraph (2) as follows: 
"(2) the address, including street and number, if any, of its 
principal office in the District, if such office is other than its 
registered office;". 
Quortirn of voters. 
D. C. Code 29-
915. 
B o a r d 
of 
D i -
rectors, vacancies. 
D. C. Code 29-
916c. 
D i r e c t o r s ' lia> 
bllity. 
D. C. Code 29-
918. 
Statement of af-
fairs. 
D. C. Code 29-
920. 
J u r i 8diction of 
U. S. Coiirt. 
A n n u i a l report, 
requirements. 
D. C. Code 29* 
932. 
242 
PUBLIC LAW 86-106-JULY 23, 1959 
[73 S T A T , 
Authority certif-
icates. 
D. C. Code 29-
933d. 
Repeals. 
Foreign agents, 
r e s i g n atlon pro-
cedure. 
D. C. Code 29-
933h. 
Foreign corpora-
tions. 
Service of proc-
D*. C. Code 29-
933i. 
Repeals. 
D. C. Code 29-
933m. 
68 Stat. 177. 
D. C. Code 29-
901. 
Use of certified 
mail. 
Civil actions. 
C o r p o r a t i o n 
papers, etc. 
SEC. 13. (a) Paragraph (g) of section 103 of the District of 
Columbia Business Corporation Act is amended to read as follows: 
"(g) A brief statement of the business it proposes to transact in 
the District." 
(b) Paragraphs (f), (i), and (j) of such Act are repealed, and 
paragraphs (g), (h), and (k) are redesignated (f), (g), and (h), 
respectively. 
SEC. 14. Section 107 of the District of Columbia Business Corpora-
tion Act is amended by adding at the end thereof the following new 
subsection: 
"(e) Any registered agent of a foreign corporation may resign as 
such agent upon filing a written notice thereof, executed in duplicate, 
with the Commissioners, who shall forthwith mail a copy thereof to 
the corporation at its principal office in the State under the laws of 
which it is organized as shown on'the records of the Commissioners. 
The appointment of such agent shall terminate upon the expiration 
of thirty days after receipt of such notice by the Commissioners or 
upon the appointment of a successor agent becoming effective, which-
ever occurs sooner. 
No fee or charge of any kind shall be imposed 
with respect to a filing under this subsection." 
SEC. 15. (a) Subsection (a) of section 108 of the District of Colum-
bia Business Corporation Act is amended by inserting immediately 
after "principal office" the following: "in the State under the laws of 
which it is organized". 
(b) Section 108 of such Act is amended by redesignating subsec-
tions (b) and (c) as (c) and (d), respectively, and by adding after 
subsection (a) the following new subsection: 
"(b) If any foreign corporation shall transact business in the Dis-
trict without a certificate of authority, it shall, by transacting such 
business, be deemed to have thereby appointed the Commissioners its 
agent and representative upon whom any process, notice, or demand 
may be served. 
Service shall be made by delivering to and leaving 
with the Commissioners, or with any clerk having charge of their 
office, duplicate copies of such process, notice, or demand, together 
with an affidavit giving the latest known post office address of such 
corporation and such service shall be sufficient if notice thereof and a 
copy of the process, notice, or demand are forwarded by registered 
mail, addressed to such corporation at the address given m such 
affidavit. 
Service pursuant to this subsection shall be subject to the 
requirements of the last sentence of subscection (a) of this section." 
SEC. 16. Paragraphs (f) and (i^ of section 112 of the District of 
Columbia Business Corporation Act are repealed, and paragraphs 
(g) and (h) are redesignated (f) and (g),respectively. 
SEC. 17. The District of Columbia Business Corporation Act is 
amended by adding at the end thereof the following new sections: 
"SEC. 148. Wherever any provision of this Act authorizes or requires 
the service or forwarding of any process, notice, or demand by regis-
tered mail, such provision shall be deemed to include as an alternative 
the service or forwarding of such process, notice, or demand by 
certified mail. 
"SEC. 149. All civil actions under this Act which the Commissioners 
are authorized to commence, and all prosecutions for violations of the 
provisions of this Act, shall be brought in the name of the District of 
Columbia by the Corporation Counsel of the District of Columbia. 
"SEC. 150. The Recorder of Deeds, after publishing notice of his 
intention so to do, is authorized, one hundred and ei^ty days after 
the effective date of this section, to destroy all duplicate original 
corporation papers filed in his office pursuant to this Act prior to 
October 2,1957. Such notice shall describe in general terms each class 
73 
S T A T . ] 
PUBLIC LAW 86-107-JULY 23, 1959 
243 
of papers affected, and shall be published once a week for three consecu-
tive weeks in a newspaper of general circulation in the District of 
Columbia, the third publication of such notice to appear not less than 
thirty days prior to the date after which such papers may be destroyed. 
Any corporation shall be entitled to the return to it of any paper 
authorized by this section to be destroyed upon written request to the 
Recorder of Deeds accompanied by a fee in the amount of $1 for each 
such paper to cover the cost of postage and handling." 
SEC. 18. This Act shall take effect on the sixtieth day after the date 
of its enactment. 
Approved July 23, 1959. 
Effective date. 
Public Law 86-107 
AN ACT 
To amend section 11 of the Clayton Act to provide for tlie more expeditious 
enforcement of cease and desist orders issued thereunder, and for other 
purposes. 
Be it enacted hy the Senate and House of Representatives 
of the 
United States of Arnerica in Congress assembled, That (a^ the first and 
second paragraphs of section 11 of the Act entitled "An Act to supple-
ment existing laws against unlawful restraints and monopolies, and for 
other purposes", approved October 15,1914 (38 Stat. 734, as amended; 
15 U.S.C. 21), are hereby redesignated as subsections (a) and (b) of 
such section, respectively. 
(b) The last sentence of the second paragraph of such section which 
has been hereby redesignated as subsection (b) is amended to read as 
follows: "Until the expiration of the time allowed for filing a petition 
for review, if no such petition has been duly filed within such time, or, 
if a petition for review has been filed within such time then until the 
record in the proceeding has been filed in a court of appeals of the 
United States, as hereinafter provided, the Commission or Board may 
at any time, upon such notice and in such manner as it shall deem 
proper, modify or set aside, in whole or in part, any report or any 
order made or issued by it under this section. 
After the expiration of 
the time allowed for filing a petition for review, if no such petition has 
been duly filed within such time, the Commission or Board may at any 
time, after notice and opportunity for hearing, reopen and alter, 
modify, or set aside, in whole or in part, any report or order made or 
issued by it under this section, whenever in the opinion of the Com-
mission or Board conditions of fact or of law have so changed as to 
require such action or if the public interest shall so require: 
Provided, 
hmvever, That the said person may, within sixty days after service 
upon him or it of said report or order entered after such a reopening, 
obtain a review thereof in the appropriate court of appeals of the 
United States, in the manner provided in subsection (c) of this 
section." 
(c) The third, fourth, fifth, sixth, and seventh paragraphs of such 
section are amended to read as follows: . 
" (c) Any person required by such order of the commission or board 
to cease and desist from any such violation may obtain a review of 
such order in the court of appeals of the United States for any circuit 
within which such violation occurred or within which such person 
resides or carries on business, by filing in the court, within sixty days 
after the date of the service of such order, a written petition praying 
that the order of the commission or board be set aside. A copy of 
such petition shall be forthwith transmitted by the clerk of the court 
July 23, 1959 
[S. 726] 
C l a y t o n 
Act, 
amendment :3. 
C e a s e and de-
sist orders. 
F i l i n g of peti-
tion. 
C o u r t of 
Ap-
peals, review.