urer may bid the shares in for, and they shall be declared forfeited to, the corporation; but the delinquent owner shall be liable to the corporation for such deficiency, and upon payment thereof within sixty days, or if the corporation recovers the same within such time, such stockholder, on surrender of the certificate shall be entitled to a new one stating that the sums due on such shares have been paid; otherwise the said shares and all that has before been paid upon them shall be deemed forfeited to the corporation, to be held by it as treasury stock and to be sold by it at such time as the corporation may deem expedient.

3. Amendments.

§ 92. Before Subscription. Before the subscription of any part of the capital stock except that agreed to be taken by the incorporators, the Agreement of Association may be amended in any respect whatever consistent with the provisions of this Act, by entering into a new Agreement of Association, signed by all the original incorporators, and completing the organization thereunder as provided in sections 70 to 83.

§ 93. After Subscription. After any part of the stock has been subscribed, or agreed to be taken by others than the original incorporators, and before organization, the Agreement of Association can be amended only in the particulars stated in sections 101 and 102 and by the vote required therein, in a meeting notified and conducted as provided in sections 70 to 73 in regard to the organization meeting; the notice shall state the purpose of the meeting and the nature of the proposed amendment; if the amendment is duly adopted the organization may be completed under such amend ed Agreement of Association.

§ 94. After Organization. After organization of the corporation, the Agreement of Association, the By-Laws, the Articles of Organization, or the Certificate of Incorporation may be amended in any of the particulars stated in sections 101 and 102 by the vote of the shareholders therein indicated, provided the board of directors shall pass a resolution declaring such change is advisable, and shall call a meeting of the stockholders to take action thereon. The meeting shall be held upon such notice as the by-laws provide, but not to be less than three weeks, given personally or by mail, stating the purpose of the meeting and the nature of the proposed amendment. If the proposed amendment receive the proper majority vote, a certificate of that fact indorsed upon or annexed to a copy

of such amendment, shall be signed by the president and secretary under the corporate seal, and such amendment and certificate, and, if the amendment requires a two-thirds vote, the written assent in person or by proxy of those who voted for the same, with the number of shares voted by each, shall be submitted to the Commissioner of Corporations, and if certified by him to be according to law, shall be filed in the office of the Secretary of the Department of Commerce and Labor, and upon the payment of the fee required, the amendment shall be deemed to be made accordingly, provided the amendment made is such only as it would have been lawful to make in the original organization of such a corporation. Such amendments shall be filed, recorded, indexed, certified, printed, and distributed as provided in sections 77 to 79 and with the same effect, as in case of the Certificate of Incorporation, and the corporation shall cause copies of the same to be kept, filed, and recorded, and shall furnish the same, as provided in case of the Certificate of Incorporation.

§ 95. Increase or Decrease of Stock. (1.) Power,-The corporation may increase or decrease its capital stock or any class thereof, by the vote required by section 102, and by proceeding as set forth in section 94, relating to amendments.

(2.) Increase,-If the stock is increased the provisions of this Act relating to the subscription, issue payment, and liability of the holders, of the original stock shall apply.

(3.) Decrease,-If the stock is decreased, the amount of the reduced capital shall not be less than the amount of the debts and liabilities; and the owner of any stock shall not be relieved from any liability existing prior to such reduction of the stock. The certificate signed by the president and secretary that the amendment reducing the capital stock has received the proper vote required to be made and filed, according to section 94, shall also certify that the debts and liabilities do not exceed the amount of the reduced capital.

(4.) Redemption,-If any corporation has provided in its Agreement of Association for redeeming any class of its capital stock, the stock may be so reduced, provided the debts do not exceed the amount of unredeemed capital, after redemption, without amending the certificate of incorporation as above provided.

4. Consolidation.

§ 96. Power. Two or more corporations formed under this Act

for the purpose of engaging in the same kinds of national commerce may merge or consolidate under the following conditions:

(1.) Transportation,-Two or more transportation companies whose lines are connecting and continuous may merge or consolidate into a single corporation which may be either one of the merging or consolidating corporations, or a new corporation.

(3.) Transmission,-Two or more transmission companies whose lines are connecting and continuous may merge or consolidate into a single corporation which may be either one of the merging or consolidating corporations, or a new corporation.

(3.) Trading,-Two or more trading corporations engaged in the same kind of national commerce may merge or consolidate into a single corporation which may be either of the merging or consolidating corporations, or a new one; but if more than one of such corporations are engaged in, or have power to engage in, the business of producing, farming, mining, or manufacturing, such corporations shall not consolidate except as may be permitted by the law of the state or states where said business is carried on.

(4.) Limits,-A transportation corporation shall not consolidate with a trading company; but a transmission corporation may consolidate with either a transportation or a trading corporation, in which case the name must indicate that the new corporation is engaged in both kinds of national commerce. Corporations formed under this Act shall not consolidate with companies not formed under this Act.

§ 97. Procedure. (1.) Agreement,-The directors of the several corporations proposing to merge or consolidate shall first enter into a joint agreement in the names and under the seals of the respective corporations, fixing the terms and conditions of such proposed merger or consolidation, and the mode of carrying the same into effect, and, in regard to the consolidated corporation, stating the name; the location of the registered office; the name of the registered agent; the number, names, and residence of the directors and officers, who shall hold their offices until their successors are chosen and qualified; the amount of capital stock; the number of shares; the par value of shares; the classes of stock, if any, with a full description of the privileges thereof; the manner of converting the capital stock of the merging or consolidating corporations into the stocks or obligations of the consolidated corporation: the disposition to be made of any stocks or obligations of the new corporation not

to be issued in exchange for those of the consolidated corporations; the by-laws proposed to be adopted; and such other matters as may be deemed necessary to perfect the merger or consolidation.

(2.) Provisions of agreement,-Such agreement of consolidation may provide for the issue of stock, bonds, debentures or other obligations, negotiable or otherwise, sufficient to make all payments such consolidated corporation will be required to make, or to discharge all obligations it will be required to assume, in order to effect such consolidation; and may provide for securing the payment of such bonds, debentures or obligations, by mortgage upon the property of the corporations to be consolidated, but such mortgage shall be subject to the full payment, to the extent of the property mortgaged, of all claims against the former corporation whose property is so mortgaged.

Provision may be made for issuing stock of the consolidated corporation to the stockholders of the former corporations in. exchange for their shares, or for the property of such former corporations or for money paid or to be paid in; but all the provisions. of this Act relating to the issue, or payment, of stock, the form and contents of the certificates of shares, and the liability of shareholders, in the case of a single corporation, shall apply to such consolidated corporation.

(3.) Adoption and filing of agreement,-The proposed agreement of consolidation shall be submitted to a stockholders' meeting of each of said merging or consolidating corporations, separately called and conducted as is provided in section 94 in regard to amendments after organization; if such agreement receives the requisite number of votes, it shall be certified by the president and secretary of each of the consolidating corporations under their corporate seals, and such agreement, and certificate, with the written. assent of those who voted for the same, with the number of shares voted by each, shall be submitted to the Commissioner of Corporations, and if approved, shall, upon payment of the proper fees, ($80) be filed, recorded, indexed, certified, printed and distributed as provided in sections 77 to 79, and with the same effect as in case of the Certificate of Incorporation, and Amendments.

§ 98. Effect. Such former corporations shall, after consolidation be considered in law as one consolidated corporation by the name assumed, clothed with all the rights and powers given, and subject to all the duties, and liabilities contained herein; but in case of

amendments made to the laws of the United States, such corporation shall be considered as coming into being at the time of filing the Agreement of Consolidation with the Secretary of the Department of Commerce and Labor, and shall then have the powers given by, and be subject to, the laws as they then exist, or shall thereafter be modified; otherwise such consolidated corporation shall possess all the rights, privileges, powers, and franchises, public and private, and be subject to all the restrictions, disabilities and duties of such consolidating corporations.

All the rights, privileges, powers, franchises, and property, real, personal, or mixed, including all credits, accounts, and rights of action of whatsoever kind, belonging to each of the consolidating corporations, and the title thereto, shall be vested in, and may be enforced by, such consolidated corporation, without any further instrument of transfer or conveyance; and likewise all rights of creditors against, and all liens upon any of the property of, either of the former corporations shall be preserved unimpaired, and all the debts, liabilities, duties, and obligations of any kind whatsoever of either of the former corporations shall thenceforth attach to said consolidated corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; but the former corporations may be considered to be in existence in order to enforce the liabilities thereof existing at the time of the consolidation, in the same manner and with the same effect as if the consolidation had not taken place.

5. Selling Out.

§ 99. Power and Procedure. Such corporation may sell all its corporate property, rights and franchises to any other corporation with which it might consolidate, organized, or to be organized, under the provisions of this Act, provided the directors first enter into a provisional contract therefor, and pass a resolution declaring it advisable to do so, and call a meeting of the stockholders to take action thereon, in the same manner as is provided in the case of amendments, and if agreed to by the requisite majority, the action shall be certified as in the case of amendments made after organization ($ 94). Upon the filing of such certificate with, and the payment of the requisite fee to (§ 80), the Secretary of the Department of Commerce and Labor, the said corporation shall be considered as going out of existence, except for the purpose of enforc