may be altered or repealed by the directors or stockholders.

SEC. 13. Kinds of Stock; Preferred Stock:-Every corporation shall have power to create two or more classes of stock, with such designations, preferences and voting powers, or restrictions or qualifications thereof, as shall be stated and expressed in the certificate of incorporation; and the power to increase or decrease the stock, as in this act elsewhere provided, shall apply to any or all of the classes of stock. Any or all classes of preferred stock may, if desired, be made subject to redemption at such time or times, and at such price, not less than par, as may be expressed in the certificate of incorporation or an amendment thereof; and the holders of any preferred stock shall be entitled to receive and the corporation shall be bound to pay thereon dividends at such rates and on such conditions as shall be stated in the certificate of incorporation, or an amendment thereof, payable quarterly, half-yearly or yearly, before any dividends shall be set apart or paid on the common stock; and when any such quarterly, half-yearly or yearly preferred dividend shall have been paid or set aside as herein provided, a dividend upon the common stock may then be paid out of the remaining surplus or net profits of the company; and such preferred dividends may be made cumulative; and in no event shall a holder of preferred stock be personally liable for the debts of the corporation; but in case of insolvency, its debts or other liabilities shall be paid in preference to the preferred stock. Unless its original or amended charter or certificate of incorporation shall so provide, no corporation shall create preferred stock. The terms "general stock" and " 'common stock" are synonymous.

SEC. 14. Issuance of Stock for Labor or Real or Personal Property: Subscriptions to, or purchase of, the capital stock of any corporation organized or to be organized under any law of this State may be paid for, wholly or partly, by cash, by labor done, by personal property or by real property or leases thereof; and the stock so issued shall be declared and taken to be full paid stock and not liable to any further call, nor shall the holder thereof be liable for any further payments under the provisions of this Chapter. And in the absence of actual fraud in the transaction, the judgment of the Directors, as to the

value of such labor, property, real estate or leases, shall be conclusive.

SEC. 15. Certificates of Shares:-Every stockholder shall have a certificate signed by the President or Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by him in such corporation.

SEC. 16. Stock, Personal Property; How Transferred; When Not Taxed:-The shares of stock in every corporation shall be deemed personal property and transferable on the books of the corporation in such manner and under such regulations as the By-laws provide; provided, however, that no stock or bonds issued by any corporation organized under this Chapter shall be taxed by this State when the same shall be owned by non-residents of this State, or by foreign corporations. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SEC. 17. Voting Power of Stockholders; by Proxy; Limitation of; Cumulative Voting:-Unless otherwise provided in the certificate of incorporation or an amendment thereto, each stockholder, shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock held by such stockholder, but no proxy shall be voted on after three years from its date, unless said proxy provides for a longer period, nor shall any share of the stock be voted on at any election for Directors which has been transferred on the books of the corporation within twenty days next preceding such election of Directors.

The certificate of incorporation of any corporation may provide that at all elections of directors of such corporation, each stockholder shall be entitled to as many votes as shall equal the number of his shares of stock multiplied by the number of directors to be elected, and that he may cast all of such votes for a single director or may distribute them among the number to be voted

for, or any two or more of them as he may see fit, which right, when exercised, shall be termed cumulative voting.

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Sec. 18. Fiduciary Stockholders; Voting Powder of: sons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation he shall have expressly empowered the pledgee, to vote thereon, in which case only the pledgee, or his proxy may represent said stock and vote thereon.

One or more stockholders may, by agreement in writing deposit capital stock with or transfer capital stock to any person or persons, or corporations authorized by their charter to act as Trustee, for the purpose of vesting in said person, persons or corporations the right to vote thereon, or for such other lawful purposes as may be agreed for any period of time determined by such agreement, not exceeding ten years upon terms and conditions stated in such agreeent, pursuant to which such person, persons or corporations shall act. After filing an unexecuted copy of such agreement in the principal office of the corporation in the State of Delaware, which copy shall be open to the inspection of any stockholder of the corporation or any depositor under said agreement daily during business hours, the certificates of stock so transferred shall be surrendered and cancelled, and new certificates therefor shall be issued to such transferee or transferees, who may be designated Voting Trustees, in which said new certificates it shall appear that they are issued pursuant to such agreement, and in the entry of such transferee or transferees as owners of such stock in the proper books of the issuing corporation that fact shall also be noted, and thereupon said transferee or transferees may vote upon the stock so transferred during the period in such agreement specified; stock standing in the name of such Voting Trustees may be voted either in person or by proxy, and in voting said stock, such Voting Trustees shall incur no responsibility as stockholder, Trustee, or otherwise, except for their own individual malfeasance. In any case where two or more persons are designnated as Voting Trustees, and the right and method of voting any stock standing in their names at any meeting of the corporation

are not fixed by the agreement appointing said Trustees, the right to vote said stock and the manner of voting the same at any such meeting shall be determined by a majority of said Trustees, or, if they be equally divided as to the right and manner of voting the same in any particular case, the vote of said stock in such case shall be divided equally among the Trustees.

SEC. 19. Corporation May Purchase, Hold, Sell, and Transfer Its Own Stock; Not to be Voted:-Every corporation organized under this Chapter shall have the power to purchase, hold, sell and transfer shares of its own capital stock; provided that no such corporation shall use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of the capital of the corporation; and provided further that shares of its own capital stock belonging to the corporation shall not be voted upon directly or indirectly.

SEC. 20. Stockholders, Liability for Part paid for Stock:When the whole capital stock of a corporation shall not have been paid in, and the assets shall be insufficient to satisfy the claims of its creditors, each stockholder shall be bound to pay on each share held by him the sum necessary to complete the amount of the par value of such share as fixed by the charter of the company or its certificate of incorporation, or such proportion of that sum as shall be required to satisfy the debts of the company, in the case of stock without par value, this liability shall be limited to the unpaid balance of the consideration for which such stock was issued by the corporation, which said sum or proportion thereof may be recovered as provided for in Section 49 of this Chapter, after a writ of execution against the corporation has been returned unsatisfied, as provided for in Section 51 of this Chapter.

SEC. 21. Subscription to Corporate Stock; Directors May Open Books for; How Paid:-At any time after a corporation is authorized to commence business, the directors may, if its whole capital stock has not been subscribed, increase its capital stock up to the amount authorized in its certificate of incorporation, and open books for additional subscriptions thereto.

The capital stock of a corporation shall be paid in such

amounts and at such times as the directors may require. The directors may, from time to time, assess upon each share of stock not fully paid up, such sum of money as the necessities of the business may, in the judgment of the Board of Directors, require, not exceeding in the whole the balance remaining unpaid on said stock, up to the par value thereof, or in the case of stock without par value, not exceeding the consideration for which such stock was issued by the corporation, and such sum so assessed shall be paid to the Treasurer at such times and by such instalments or calls as the directors shall direct, the said directors having given at least thirty days' notice of the time and place of such payments in a newspaper of the County in this State where such corporation is established, or has its principal place of business, or by written notice mailed at least thirty days before the time for such payment, to each stockholder at his last known postoffice address.

SEC. 22. Failure to Pay for Stock; Remedies:-When any stockholder fails to pay any instalment or call upon his stock which may have been properly assessed thereon by the directors, at the time when such payment is due, the directors may collect the amount of such instalments or call any balance thereof remaining unpaid, from the said stockholder by an action at law, or they shall sell at public sale such part of the shares of such delinquent stockholder as will pay all assessments then due from him with interest and all incidental expenses, and shall transfer the shares so sold to the purchaser, who shall be entitled to a certificate therefor. Notice of the time and place of such sale and of the sum due on each share shall be given by advertisement for three weeks successively, once in each week before the sale, in a newspaper of the county in this State where such corporation is established, or has its principal place of business, and such notice shall be mailed by the Treasurer of the corporation to such delinquent stockholder at his last known postoffice address, at least twenty days before such sale. If no bidder can be had to pay the amount due on the stock, and if the amount is not collected by an action at law, brought within the County where such corporation is established or has its principal place of business, within one year from the date of the bringing such action at law, the said stock shall be forfeited to