ing existing claims against it, and the rights and privileges thereof shall be vested in, and the duties and liabilities shall be assumed by the purchasing corporation, with the same effect and subject to the same limitations as is provided in section 98 in regard to consolidation.

VI. MANAGEMENT.

1. Shareholders.

§ 100. Elect Directors. The power to elect directors shall be vested in the shareholders, or in those entitled to vote for such directors, and shall be exercised in the manner provided in sections 111 to 113.

§ 101. Business Matters. The power to make or modify by-laws; to change the par value of shares; to change the corporate name; to change the location of the registered office; to control the issue of stock; to mortgage the property, or franchises and to remove officers, shall be vested in the shareholders, or in those having voting power, in a corporate meeting duly assembled by a majority vote of all the outstanding shares or of those entitled to vote; or if there are more than one class of shares, by a majority vote of all the outstanding shares of each class.

§ 102. Material Amendments. The power to increase or decrease the capital stock; to classify the shares; to change the voting power of any shares; to issue bonds with voting powers; to change the nature of the business; to merge or consolidate with any other corporation; to accept or make any other material amendment, change, or alteration in the constitution of the corporation; to sell all the property or franchise; to surrender the corporate franchise; or to dissolve the corporation, shall be vested in the shareholders in corporate meeting duly assembled, by the affirmative vote of twothirds of all the outstanding shares, or of those entitled to vote thereon, or if there are more than one class of shares, by the affirmative vote of two-thirds of all the outstanding shares of each class.

§ 103. Other Matters. Such other powers as are conferred upon the shareholders by law, or by the Agreement of Association, the by-laws, or the Articles of Organization, unless otherwise provided, shall be vested in and exercised by the shareholders in meeting duly assembled, by the majority vote of the quorum.

2. Shareholders' Meetings.

§ 104. Necessity. Except as otherwise provided herein, share

holders shall act only in shareholders' meeting; but such regular and special meetings of the stockholders may be held as may be provided in the by-laws, or as the business may require.

§ 105. Annual. An annual meeting of the stockholders shall be held within sixty days after the end of the fiscal year of the corporation, for the purpose of electing directors and officers, hearing and considering the annual report and such other matters as may be properly brought before it.

§ 106. Place. The time and place of holding, and the manner of conducting such meetings shall be fixed by the by-laws, but all stockholders' meetings shall be held within territory subject to the United States, and unless otherwise provided, shall be at the registered office of the corporation.

§ 107. Call. The secretary of the corporation shall call all regular meetings of the stockholders at the time and place fixed by law, or by the by-laws. A written or printed notice of every stockholders' meeting, whether regular or special, stating definitely the day, hour, purpose, and place thereof, shall be given by the secretary at least ten days, or in case any propositions to amend the Agreement of Association, the by-laws, Articles of Organization, Certificate of Incorporation, or to consolidate, to sell out, or to dissolve the corporation, are to be acted upon, the notice shall state the nature of the proposed change, and shall be given at least three weeks, before the meeting to each stockholder by leaving a copy of such notice with him, or at his residence, or usual place of business, or by mailing it, postage prepaid, addressed to him at his last known address. But no notice shall be required if every stockholder is present in person or by his duly appointed attorney, and shall in writing filed with the records of the meeting waive such notice.

§ 108. Special. Special meetings of the stockholders may be called by a majority of the directors, or by the President or Secretary upon the written request of three or more shareholders, who are entitled to vote, and who hold at least one-fiftieth part in interest of the capital stock, by giving such notice as provided above in section 107.

§ 109. Failure to Call. If for any cause any officer whose duty it is to call a meeting is unable, refuses, or neglects to do so at the proper time, or upon proper application, any justice of the peace, or any judge of a state or federal court, may upon written application of three or more stockholders, issue his warrant to any one of

them, directing him to call a meeting by giving the notice required by this Act, and authorize him to preside at such meeting, if no officer legally authorized to preside is present, or, if present, refuses to preside.

§ 110. Quorum. Unless the charter or by-laws otherwise provide, a majority of all the shares issued and outstanding and entitled to vote shall constitute a quorum for the transaction of business; but elections of directors and officers, and amendments, consolidations, selling out, and voluntary dissolutions, shall require the votes indicated in sections 112, 101, 102.

3. Elections.

§ III. Of Directors. (1.) Time, place, manner,-Elections of directors, and of such officers as are required to be elected by shareholders, shall take place at the annual meeting; shall be by ballot; and shall be in charge of two inspectors to be appointed by resolution of the directors or of the shareholders; and the inspectors shall take, and file with the corporate records, an oath faithfully to discharge their duties as such inspectors.

(2.) List of shareholders,-The directors shall cause the registered agent, or other transfer agent designated by them to make, at least ten days before every election after the first, a full, true and complete list, arranged in alphabetical order, of all the shareholders and persons entitled to vote at such elections, with the post office address of each, the number of shares of each class of stock, or bonds with voting power, held by each upon which he is entitled to vote. This list shall be kept at the registered office, and during business hours shall be open to the inspection of any shareholder, and within three days after request therefor, and the payment of the cost of copying at not over ten cents per one hundred words, shall furnish any stockholder with a copy thereof.

Such list and the stock and transfer books and the proxies shall be produced at the time and place of and during every election, and shall be open to the inspection of any shareholder.

(3.) Voters,-No shares which have been issued, (except in the case of the organization meeting), or transferred upon the corporate books, within twenty days immediately preceding such election shall be voted on; otherwise the provisions of section 154, as to voting by proxies, fiduciaries, or upon shares pledged or held.

by the corporation, or by other companies in violation of this Act, or by delinquent holders, shall apply. If the right to vote upon any share be questioned, the inspectors shall determine the same by reference to the stock or transfer books of the corporation, and by an inspection of the proxies filed.

§ 112. Quorum. At least a majority of all the outstanding shares, and bonds with voting power, entitled to vote, or if different classes of shares are entitled to elect any particular class of directors, a majority of all the outstanding shares of each class entitled to vote, shall attend in person, or by proxy, in order to constitute a quorum for conducting an election; and the persons to the number required to be elected, receiving the highest number of votes, and of the class authorized to vote therefor, shall be declared to be elected directors; but if the Agreement of Association so provides, the shareholders, or any class thereof may cumulate their votes in the manner provided.

§ 113. Return. The inspectors shall make return of the election in writing, and shall accompany the same with the list of shareholders indicating thereon what shares were not represented, what were represented in person, and what by proxy, and who was the proxy, and shall verify such return and list under oath, and the same shall be filed with the records of the corporation.

§ 114. Other Officers. The election of the auditor, or auditors, and such other officers as are to be elected by the shareholders shall take place after the directors are chosen, and shall be conducted in the same manner.

§ 115. Failure to Elect. If for any reason directors or officers are not elected at the regular annual meeting, a special meeting shall be called for the purpose within thirty days, at which directors and officers shall be elected in all respects as at the annual meeting. Failure to elect directors or officers shall not affect the corporate existence, but the former incumbents shall hold their offices until their successors are elected and qualified. Vacancies are to be filled as provided in section 118.

4. Directors.

§ 116. Powers. The management of the ordinary business and affairs of the corporation, and such as is not otherwise conferred upon the shareholders, shall be vested in the board of directors, in meeting duly assembled, and their action may be then determined by a majority vote of the quorum.

§ 117. Meetings. (1.) Regular,-The time and place of the regular meetings of the board shall be provided for in the by-laws, but unless another place shall be so designated, such meetings shall be held at the registered office of the corporation; but any meeting of the board, by unanimous consent, may be held anywhere.

(2.) Special-Special meetings may be held at the registered office of the corporation, on the written request of the president, or of any three members of the board.

(3.) Call,-The secretary shall give to each member notice of all special meetings, either personally by leaving with him, or at his usual place of business, or by mailing to him postage prepaid at his last known address, in time to reach him at least twenty-four hours before the time of meeting, and in time for him to attend, a written or printed notice of the time and place of such meeting, and the purpose thereof; provided, that if all members of the board attend any meeting no notice thereof shall be necessary to the validity of the action taken.

(4.) Quorum,-A majority of all the directors shall constitute a

quorum.

(5.) Voting,-Each director shall have one vote, which he shall cast in person.

(6.) Business,-At the first meeting of the board of directors after the annual election, they shall proceed to elect, by ballot, such officers as the charter or by-laws authorize them to choose. A majority of the votes cast shall be necessary to elect.

(7.) Rules,-The directors may adopt such rules and regulations for conducting and facilitating their business as are not inconsistent with the charter or by-laws of the corporation.

§ 118. Vacancies in Office. Any vacancy occurring in the board of directors or in the office of president, vice-president, secretary, or treasurer, by death, resignation, removal, or otherwise, shall be filled in the manner prescribed in the by-laws. In the absence of any provision therein, such vacancies, as well as others, except as hereinafter provided, shall be filled until the next election, by the board of directors; in case of a vacancy in the office of auditor, a shareholders' meeting shall be called for the purpose of electing a new auditor, and when the number of directors is increased between the annual meetings, the new places shall not be considered vacancies within the meaning of this section, but shall be filled by an election by shareholders called for that purpose.