Title 15 — Commerce and Trade
Chapter 4 — China Trade
§ 150. Stockholders’ meetings
Statutory text
Time of first meeting; quorum
Within six months after the issuance of the certificate of incorporation of a China Trade Act corporation there shall be held a stockholders’ meeting either at the principal office or a branch office of the corporation. Such meeting shall be called by a majority of the directors named in the articles of incorporation and each stockholder shall be given at least ninety days’ notice of the meeting either in person or by mail. The holders of two-thirds of the voting shares, represented in person or by proxy, shall constitute a quorum at such meetings authorized to transact business. At this meeting or an adjourned meeting thereof a code of bylaws for the corporation shall be adopted by a majority of the voting shares represented at the meeting.
Questions for determination only by stockholders
The following questions shall be determined only by the stockholders at a stockholders’ meeting:
Adoption of the bylaws;
Amendments to the articles of incorporation or bylaws;
Authorization of the sale of the entire business of the corporation or of an independent branch of such business;
Authorization of the voluntary dissolution of the corporation; and
Authorization of application for the extension of the period of duration of the corporation.
Authorization of amendments to articles of incorporation
The adoption of any such amendment or authorization shall require the approval of at least two-thirds of the voting shares. No amendment to the articles of incorporation or authorization for dissolution or extension shall take effect until (1) the corporation files a certificate with the Secretary stating the action taken, in such manner and form as shall be by regulation prescribed, and (2) such amendment or authorization is found and certified by the Secretary to conform to the requirements of this chapter.
Filing of bylaws and amendments and minutes of stockholders’ meetings with registrar
A certified copy of the bylaws and amendments thereof and of the minutes of all stockholders’ meetings of the corporation shall be filed with the registrar.
Legislative history
Reconstructed from this section’s Code source credit and amendment notes, resolved against the local Statutes at Large. Editorial notes are evidence, not the law that made the change.
China Trade Act, 1922
Pub. L. 67–346 § 10 · 42 Stat. 849
Enacted · 15 U.S.C. § 150
Sept. 19, 1922, ch. 346, § 10, 42 Stat. 852
Source evidence
Code source credit
Sept. 19, 1922, ch. 346, § 10, 42 Stat. 852Enacted provision · exact public law section
Sec. 10. stockholders’ meetings. (a) Within six months after the issuance of the certificate of incorporation of a China Trade Act corporation there shall be held a stockholders’ meeting either at the principal office or a branch office of the corporation. Such meeting shall be called by a majority of the directors named in the articles of incorporation and each stock-holder shall be given at least ninety days’ notice of the meeting either in person or by mail. The holders of two-thirds of the voting shares shall constitute a quorum at such meeting authorized to transact Adoption of by-laws. business. At this meeting or an adjourned meeting thereof a code of by-laws for the corporation shall be adopted by a majority of the voting shares represented at the meeting. (b) The following Questions shall be determined only by the stock-holders at a stockholders’ meeting: (1) Adoption of the by-laws; (2) Amendments to the articles of incorporation or by-laws; (3) Authorization of the sale of the entire business of the corporation or of an independent branch of such business; (4) Authorization of the voluntary dissolution of the corporation; and (5) Authorization of application for the extension of the period of duration of the corporation. (c) The adoption of any such amendment or authorization shall require the approval of at least two-thirds of the voting shares. Certificate of Secretary required. No amendment to the articles of incorporation or authorization for dissolution or extension shall take effect until (1) the corporation files a certificate with the Secretary stating the action taken, in such manner and form as shall be by regulation prescribed, and (2) such amendment or authorization is found and certified by the Secretary to conform to the requirements of this Act. (d) A certified copy of the by-laws and amendments thereof and of the minutes of all stockholders’ meetings of the corporation shall be filed with the registrar.Public Law not identified
Inserted · 15 U.S.C. § 150(a)
Subsec. (a). Act Feb. 26, 1925, inserted “, represented in person or by proxy,” in third sentence
Unresolved: No Public Law or Statutes at Large citation in the Code source.
Source evidence
Code amendment note
Subsec. (a). Act Feb. 26, 1925, inserted “, represented in person or by proxy,” in third sentence.
1 of 2 references resolved to an enrolled provision · 1 unresolved
Editorial Notes
Amendments
1925—Subsec. (a). Act , inserted “, represented in person or by proxy,” in third sentence.
Credits
1922–1925 · 2 acts
- 1922Sept. 19, 1922, ch. 346, § 10, 42 Stat. 852
- 1925Feb. 26, 1925, ch. 345, § 9, 43 Stat. 996.
Show as published
(Sept. 19, 1922, ch. 346, § 10, 42 Stat. 852; Feb. 26, 1925, ch. 345, § 9, 43 Stat. 996.)