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