615
8
1 scribed, and (b) the Secretary of Commerce finds and has 2 certified to the corporation that such value is not more than
9
1
or amendment thereto shall be in effect until (1) the cor-
2 poration files a copy thereof in such manner and form and
3 the fair market value of the property and is at least equal
pays such fees in respect thereto as shall be by regulation
4
to the par value of the stock issued therefor.
4
prescribed, and (2) such by-law or amendment is found and
5
SEC. 10. (a) The by-laws may provide-
5
certified by the Secretary of Commerce to conform to the
6
(1) The time, place, manner of calling, giving notice,
6
requirements of this Act.
7
and conduct of, and determination of a quorum for, the meet-
8 ings, annual or special, of the stockholders or directors;
8 mined only by the stockholders at a stockholders' meeting:
7
SEC. 11. That the following questions shall be deter-
9
10
(2) The number, qualifications, designations, and manner of choosing and fixing the tenure of office and com-
9
(a) aniendments to the articles of incorporation or by-laws;
10
(b) authorization of the sale of the entire business of the
11
pensation, of all directors, officers, and employees: Provided,
11 corporation or of an independent branch of such business;
12
That the number of directors shall be not less than five, and a
12
13 majority of the directors and a majority of the officers hold-
13
(c) authorization of the voluntary dissolution of the corpo- ration. The adoption of any such amendment or authoriza-
14
16
ing the office of president, treasurer, or secretary, or a cor- 15 responding office, shall be citizens of the United States resi-
dent in China;
14
tion shall require a vote cast by at least a majority of the
15 voting shares and the approval of at least three-fourths of
16
17
(3) The designation of each class of stock and the terms
17
such votes cast. No such amendment or authorization shall take effect until (1) the corporation files a statement of the
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19
upon which it is issued, the number and par value of the
shares of each class of stock, the manner of calling for and 20 collecting payments upon stock subscribed for, the penalties
18 action in such manner and form and pays such fees in respect
19
thereto as shall be by regulation prescribed, and (2) such
21
and forfeitures for nonpayment, the preparation of certifi-
21
22
20 amendment or authorization is found and certified by the Secretary of Commerce to conform to the requirements of
this Act.
22
cates of stock, and the manner of recording the sale or trans-
23
SEC. 12. That for the purposes of this Act the fiscal
23 fer of stock and its representation at stockholders' meeting.
24
(b) The by-laws of the corporation may be amended
25 by the stockholders at a stockholders' meeting. No by-law
24 year of the corporation shall correspond with the calendar
25
year ending December 31. The corporation shall make and
II. R. 4810-2
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