19 holders of the company at the time or before the meeting is held. 20 Before he shall issue a certificate authorizing an increase of capital 21 stock the secretary of state shall collect from the corporation 22-32 license tax on the amount of such increase according to the rates 33 prescribed by section eighty-six (one hundred and twenty-six) or 34 eighty-seven (one hundred and twenty-eight) of chapter thirty-two 35 of the code, and pay the same into the state treasury as provided 36 in section ninety-two (one hundred and thirty-nine) of said 37 chapter; but on such increase a resident corporation shall not pay 38 less than five dollars, and a non-resident corporation shall not pay 39 less than ten dollars.

That chapter fifty-four of the code of West Virginia be amended by adding thereto six-a, six-b and six-c so as to permit joint stock companies to reorganize and issue non-par value stock, which shall read as follows:

Sec. 6-a. Any joint stock company heretofore or hereafter 2 organized under any general law, except it be one of the class 3. of corporations prohibited from issuing stock having no par 4 value, under the provisions of section twenty-four of chapter 5 fifty-three of the code, may be reorganized so that such corpora6 tion, its officers, directors and stockholders shall acquire and en7 joy all the rights, privileges, powers and exemptions, and become 8 subject to all the liabilities and obligations imposed upon corpora9 tions issuing stock having no par value, upon the delivery to the 10 secretary of state, pursuant to section nine of this chapter of a 11 certificate which shall be entitled and endorsed "Certificate of 12 reorganization of -,.a corporation, pursuant to an 13 act of the legislature of West Virginia, approved -", 14 (the first blank space being filled in with the name of the corpora15 tion, and the second with the date of the approval of this act by 16 the governor of West Virginia), and which certificate shall state: 17 (1) The name under which the corporation was originally 18 organized, and if it has been changed, the present corporate 19 title.

20

(2)

21 (3)

The law under which the corporation was organized. The date on which its certificate of incorporation was 22 issued by the secretary of state.

23

(4) The amount of capital stock authorized by its certificate 24 of incorporation, and if that amount has been changed, the date 25 of the issuance of each certificate authorizing such change by the

26 secretary of state and the amount to which the capital stock was 27 increased or decreased by each such change.

28 (5) The number of shares into which the capital stock has 29 been divided, and if classified, the number and par value of the 30 shares included in each class together with the preferences or 31 distinctive features of the shares of each class.

32 (6) The number of shares of each class issued and outstand33 ing.

34 (7) The number of shares that may henceforth be issued by 35 the corporation which may be either less than, or equal to or in 36 excess of the number of shares into which the capital stock was 37 previously divided, and all of the matters and things required to 38 be stated in an original certificate of incorporation by section 39 six of this chapter.

40

(8) The terms upon which the new shares of the reorganized 41 corporation shall be issued in place of any or all of the outstand42 ing shares of stock; and if all or part of its outstanding certifi43 cates for shares of stock having a par value are to be exchanged 44 for certificates for shares having no par value, the terms and 45 conditions of such exchange.

46 (9) The time when the corporation is to expire, which shall 47 be the time fixed in its original certificate of incorporation, or 47-a amendments thereto.

48 (10) It may also prescribe the consideration for which the 49 reorganized corporation may issue and sell its authorized shares, 50 or it may authorize the board of directors to issue and sell such 51 shares from time to time, for such consideration as shall be fixed 52 by the board of directors, and, in the absence of fraud in the 53 transaction, the action of the board of directors shall be con54 clusive.

55 Nothing need be included in such certificate other than as 56 authorized by this section, and it shall be either:

57 a. Signed and acknowledged by every stockholder of record 58 of the corporation, or his duly authorized proxy, and shall have 59 annexed an affidavit of the custodian of the stock book to the 60 effect that the persons who have executed the certificate, in person 61 or by proxy, constitute the holders of record of all of the shares 62 of stock of the corporation, irrespective of class, issued and out63 standing, or,

64 b. Signed and acknowledged by the president or a vice65 president and the secretary or treasurer of the corporation who

66 shall make and annex an affidavit stating that they have been 67 authorized and directed to execute and file the certificate by the 68 votes, cast in person or by proxy, of the holders of record of two69 thirds or more of each class of the outstanding shares of stock, 70 irrespective of any provisions of the certificates of incorporation 71 purporting to deny voting powers to the holders of any class of 72 stock, at a meeting called and held for that purpose in the man73-74-75 ner prescribed by section forty-one of this chapter; and 76 that such notice did expressly state the purpose of the meeting 77 to be that of reorganizing the corporation pursuant to the pro78 visions of this section, so as to permit the issuance of shares 79 without par value, and did state the terms upon which the out80 standing shares of stock were to be exchanged for new shares. 81

Upon the filing of such certificate of reorganization in his 82 office, the secretary of state shall issue a certificate of incorpora83 tion, under his hand and the great seal of the state, reciting the 84 provisions of said certificate of reorganization in full as the same 85 shall have been filed in his office and declaring the said corpora86 tion to be thereafter, until the time mentioned in the said state87 ment for the expiration thereof, a corporation existing under 88 the laws of this state, for the purpose or purposes therein set 89 forth, unless sooner dissolved by law. Certificates of incorpora90 tion issued pursuant to this section shall be received as evidence 91 of the existence of corporations as therein set forth. If the capital 92 stock of the reorganized corporation is such as to increase the 93 license tax on the capital stock of the corporation under the pro94 visions of sections one hundred and twenty-six and one hundred 95 and twenty-nine of chapter thirty-two of the code, the secretary 96 of state, before issuing a certificate of incorporation authorizing 97 such re-organization, shall collect from said corporation the dif98 ference between the new license tax due for the unexpired por99 tion of the current fiscal year and that portion of the license tax 100 previously paid by said corporation represented by the unexpired 101 portion of said current fiscal year, and pay the same into the state 102 treasury as provided in section one hundred and twenty-nine of 103 said chapter.

Sec. 6-b. The liability of a reorganized corporation, its officers, 2 directors and stockholders for corporate debts contracted or obli3 gations incurred prior to the issuance of its certificate of re4 organization as provided by section six-a of this chapter shall be 5 unaffected thereby, but for the purpose of enforcing and recover

6 ing upon such claims creditors shall have the same right of re7 course against the corporation, or against its officers, directors and 8 stockholders individually that they would have had if the cor9 poration had not been reorganized. Except as provided by this 10 section, the new shares issued by the reorganized corporation pur11 suant to the certificate of reorganization, as fully paid and non12 assessable, shall be deemed fully paid and non-assessable and the 13 holder of such shares shall not be liable to the corporation or to 14 its creditors in respect thereof.

Sec. 6-c. No proceedings taken pursuant to section six-a of this 2 chapter shall be deemed to work a dissolution, or to create a new 3 corporation, or to interrupt in any way the continuity of exist4 ence of the corporation affected.

(House Bill No. 4-Mr. Grove.)

CHAPTER 4.

AN ACT to amend and re-enact sections forty-nine, fifty and fiftyone of an act of the legislature of West Virginia, entitled: "An act to amend and re-enact the act of the legislature of West Virginia, passed on the twenty-ninth day of February, one thousand eight hundred and sixty-eight, entitled: 'An act to amend and re-enact the charter of the town of Martinsburg,' and being chapter eighty of the acts of one thousand eight hundred and sixty-eight, amended by chapter forty of the acts of the legislature of West Virginia of one thousand eight hundred and seventy-two, passed the fifteenth day of February, one thousand eight hundred and seventy-two; and as further amended by chapter one hundred and fifty of the acts of one thousand eight hundred and seventy-two, passed the twenty-eighth day of February, one thousand eight hundred and seventy-two; as further amended by chapter one hundred and fifty of the acts of one thousand eight hundred and eighty-one, passed on the fourteenth day of March, one thousand eight hundred and eighty-one; as further amended by chapter two hundred and four of the acts of one thousand eight hundred and eighty-two, passed the twenty-seventh day of March, one thousand eight hundred and eighty-two: and as further amended by chapter twenty-nine of the acts of one thousand eight hundred and eighty-three, passed the twenty-first day of

February, one thousand eight hundred and eighty-three; and as further amended by chapter one hundred and five of the acts of one thousand eight hundred and ninety-seven, passed the twentysecond day of February, one thousand eight hundred and ninetyseven; and as further amended by chapter six of the acts of one thousand nine hundred and nine, passed the twenty-second day of January, one thousand nine hundred and nine; and as further amended by chapter eighty of the acts of one thousand nine hundred and eleven, passed the second day of February, one thousand nine hundred and eleven; and as further amended by chapter eighty of the acts of one thousand nine hundred and thirteen, passed the fifteenth day of February, one thousand nine hundred and thirteen; and to repeal all acts and parts of acts inconsistent with the provisions of this act, and to consolidate into one act, the whole charter of said city", passed on the eleventh day of February, one thousand nine hundred and fifteen; and as further amended and supplemented by chapter one hundred and twenty of the acts of one thousand nine hundred and seventeen, passed the fifteenth day of February, one thousand nine hundred and seventeen; and as further amended by senate bill number two hundred and fifty-one of the acts of one thousand nine hundred and nineteen, passed the twenty-first day of February, one thousand nine hundred and nineteen.

(Passed March 3, 1920. In effect from passage. March 8, 1920.)

Approved by the Governor,

under section forty-nine concerning paving of streets and alleys; funds derived from sale of liens; how and for what expended; sale, transfer or assignment of liens at not less than par and without recourse upon the municipality; provision for borrowing money or issuing bonds for paving or sewerage purposes.

Be it enacted by the Legislature of West Virginia:

That sections forty-nine, fifty and fifty-one of an act of the legislature of West Virginia entitled "An act to amend and re-enact the act of the legislature of West Virginia, passed the twenty-ninth day of February, one thousand eight hundred and sixty-eight, entitled: 'An act to amend and re-enact the charter of the town of Martinsburg;' and being chapter eighty of the acts of one thousand eight hundred and sixty-eight, as amended by chapter forty of the acts