the corporation and the amount previously paid in by the delinquent on the stock shall be forfeited to the corporation.

SEC. 23. Certificate of Payment of Capital Stock:-The President with the Secretary or Treasurer of every corporation organized under this Chapter shall upon the written request of any creditor or stockholder of such corporation make a certificate stating the amount of the instalments or calls paid in cash or by the purchase of property, stating also the total amount of capital stock issued, which certificate shall be signed and sworn or affirmed to by the President and Secretary or Treasurer, and they shall within thirty days after the making of such certificate or certificates cause the certificate to be filed in the office of the Secretary of State.

SEC. 24. Neglect or Refusal of Officers to Perform Duties Prescribed in Section 23; Penalty:-If any of the said officers shall neglect or refuse to perform the duties required of them in the preceding section for thirty days after written request so to do by a creditor or stockholder of the corporation, they shall be jointly and severally liable for all its debts contracted after the making of such payments as provided for in the preceding section and before the filing of such certificate.

SEC. 25. Amendment of Charter of Incorporation:-It shall be lawful for the incorporators of any corporation, before the payment of any part of its capital, to file with the Secretary of State an amended certificate, duly signed by the incorporators named in the original certificate of incorporation, and duly acknowledged in the manner in this Chapter required for certificates of incorporation, in this Chapter heretofore provided for, modifying, changing or altering its original certificate of incorporation in whole or in part; and said Secretary of State shall furnish a certified copy of said certificate under his hand and seal of office, and said certified copy shall be recorded in the office of the Recorder of the county in which its original certificate of incorporation was recorded; said amended certificate shall take the place of the original certificate of incorporation, and shall be deemed to have been filed and recorded on the date of the filing and recording of the original certificate:

provided, however, that nothing herein contained shall permit the insertion of any matter not in conformity with the provisions of this Chapter.

SEC. 26. Charter How Amended; When Corporation Has Capital Stock; When Corporation Has No Capital Stock:-Any corporation of this State existing prior to the tenth day of March, 1899, whether created by special Act, or general law, or any corporation created under the provisions of this Chapter, may, from time to time, when and as desired, amend its charter of incorporation, either by addition to its corporate powers and purposes, or diminution thereof; or by substitution of other powers and purposes, in whole or in part, for those prescribed by its charter; or by increasing or decreasing its authorized capital stock; or by changing the number and par value of the shares of its capital stock; or by changing its corporate title; or by making any other change or alteration in its Charter of incorporation that may be desired; provided that such amendment, change or alteration shall contain only such provisions as it would be lawful and proper to insert in an original certificate of incorporation made at the time of making such amendment.

The number of shares of capital stock of such corporation without par value, whether issued or not issued, may be decreased under the provisions of this Section, whenever the same may be done without reduction of the capital of the corporation. The Certificate of amendment of the charter of the corporation effecting such decrease of such shares shall set forth that the capital of the corporation will not be reduced under or by reason of said amendment.

Every such amendment shall be made and effected in manner following, to wit:

1. If the corporation has a capital stock, its Board of Directors shall adopt a resolution setting forth the amendment proposed, declaring its advisability, and calling a meeting of the stockholders entitled to vote, for the consideration thereof. Said meeting shall be called and held upon such notice as the corporation's charter or by-laws provide, and in the absence of such provision, upon notice thereof to the stockholder entitled to vote

either delivered to the stockholder or mailed to the stockholder's postoffice address, if known, at least ten days before the date fixed for said meeting. At said meeting, a vote of the stockholders entitled to vote, by ballot, in person or by proxy, shall be taken FOR and against the proposed amendment, which vote shall be conducted by two Judges appointed for that purpose, either by the directors or by the said meeting. Said Judges shall decide upon the qualification of voters, and accept their votes, and when the vote is completed, count and ascertain the number of shares voted respectively for and against the amendment, and shall declare whether the persons or bodies corporate holding the majority of the voting stock of said corporation (or of each class of stock entitled to vote thereon, when such vote is to be taken by classes, as hereinafter provided) have voted for or against the proposed amendment; and shall make out certificates accordingly in duplicate, stating the number of shares of stock, issued and outstanding entitled to vote, and the number of shares voted for and the number of shares voted against the amendment respectively, and shall subscribe and deliver the said certificates to the Secretary of the corporation. If it shall appear by said duplicate certificates of the judges that the persons or bodies corporate holding the majority of the stock of said corporation entitled to vote (or of each class of stock when such vote is to be taken by classes, as hereinafter provided) have voted in favor of the amendment, thereupon the said corporation shall make, under its corporate seal, and the hands of its President or Vice-President, and Secretary or Assistant Secretary, a certificate accordingly, and the President or Vice-President shall duly execute and acknowledge the said certificate before an officer authorized by the laws of Delaware to take acknowledgments of deeds; and the said certificate, so executed and acknowledged with one of the said duplicate certificates of the Judges attached, shall be filed in the office of the Secretary of State, and a copy thereof certified by said Secretary of State, shall be recorded in the office of the Recorder of the County in which the original charter of incorporation is recorded; or if the corporation shall have been created by special public Act of the Legislature, then said certificate shall be recorded in the office of the Recorder of any County where the business of

the said corporation may be conducted. And upon so filing and recording the same, the charter of said corporation shall be deemed to be amended accordingly; provided, however, that if any such proposed amendment would alter or change the preferences given to any one or more classes of preferred stock, authorized by the certificate of incorporation, or would increase or decrease the amount of the authorized stock of such class or classes of preferred stock, or would increase or decrease the par value thereof, then the holders of the stock of each class of preferred stock so affected by the amendment shall be entitled to vote as a class upon such amendment, whether by the terms of the certificate of incorporation such class be entitled to vote or not; and the affirmative vote of a majority in interest of each such class of preferred stock so affected by the amendment shall be necessary to the adoption thereof, in addition to the affirmative vote of a majority of every other class of stock entitled to vote thereon, but the certificate of incorporation may contain provisions requiring the affirmative vote of a larger proportion of such preferred stock for the adoption of such amendment.

2. If the corporation has no capital stock, then the Board of Directors, managers, trustees, or the governing body thereof, shall pass a resolution declaring that such amendment, addition, change or alteration is advisable, and if at the next meeting, held not earlier than fifteen days and not later than thirty days from the meeting at which such resolution shall have been passed, two-thirds of the whole number of the said Board of Directors, managers, trustees, or the governing body, shall vote in favor of such amendment, addition, change or alteration, a certificate thereof shall be signed by the President and Secretary under the corporate seal, acknowledged by said President and Secretary before any officer authorized by the laws of this State to take acknowledgment of deeds, to be the act and deed and certificate of such corporation, and such certificate acknowledged as aforesaid, together with the assent of two-thirds of the whole number of the members of the said Board of Directors, managers, trustees, or governing body in writing, shall be filed

in the office of the Secretary of State, and a copy thereof duly certified by the Secretary of State shall be recorded in the office of the Recorder of the County in which the original charter of incorporation is recorded; or, if the corporation shall have been created by a special public Act of the Legislature, then said certificate shall be recorded, as above provided, in the County where said corporation has its principal place of business; and upon so filing and recording the same, the charter of incorporation shall be deemed to be amended accordingly.

SEC. 27.

SEC. 28. Reduction of Capital Stock:-Any corporation organized under this Chapter may reduce its capital stock at any time by a vote of, or by the written consent of stockholders representing two-thirds of its capital stock, and after notice of the proposed decrease has been mailed to the address of each stockholder at least twenty days before the meeting is held for that purpose; and a statement of the reduction shall be signed and acknowledged by the President and a majority of the Directors, and shall be filed and a certified copy thereof recorded in the same manner as certificates of incorporation are required to be. No such reduction, however, shall be made in the stock of any corporation until all its debts which are not otherwise fully secured shall have been paid and discharged.

The decrease of capital stock issued may be effected by retiring or reducing any class of the stock, or by drawing the necessary number of shares by lot for retirement, or by the surrender of every shareholder of his shares, and the issue to him in lieu thereof of a decreased number of shares, or by the purchase at not above par of certain shares for retirement, or by retiring shares owned by the corporation or by reducing the par value of shares; and when any corporation shall decrease the amount of its capital stock hereinbefore provided, the certificate decreasing the same shall be published for three weeks successively at least once in each week, in a newspaper pub