Chapter 120. To amend an Act entitled “An Act to establish a Code of Law for the District of Columbia,” approved March 3, 1901, and the Acts amendatory thereof and supplemental thereto
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CHAP. 120.— An Act To amend an Act entitled “An Act to establish a Code of Law for the District of Columbia,” approved March 3, 1901, and the Acts amendatory thereof and supplemental thereto. February 12, 1931.[[S. 4551](/us/bill/71/s/4551).][[Public, No. 619](/us/pl/71/619).] *Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled*, District of Columbia Code, amendments.Vol. 31, p. 1288, amended. That the Act to establish a Code of Law for the District of Columbia, approved March 3, 1901, and the Acts amendatory thereof and supplemental thereto, constituting the Code of Law for the District of Columbia, be, and the same are hereby, amended by adding three additional sections, as follows:
" 1089 “Sec. 639b. Every corporation having capital stock and heretoforeCorporations. or hereafter organized or existing under this subchapter 4, orMay amend charters to accomplish designated objects. which has availed or may hereafter avail itself of the provisions of this subchapter 4 pursuant to subchapter 13 of this chapter 18, may, by pursuing the same procedure and complying with the same requirements as are prescribed in this subchapter in respect to the increase or diminution of capital stock, amend its charter so as to accomplish any one or more of the following objects:
The additionTo change corporate purposes and powers. to or diminution of the corporate purposes and powers, or the substitution of other purposes and powers in whole or in part for those set forth in the charter; the changing of the corporate business; theBusiness. changing of the location of the place in the District of Columbia inLocation. which the operations of the corporation are to be carried on; and the making of any other amendment or amendments, not otherwiseTo make other desired amendments. provided for under this subchapter, of the charter that may be desired, provided such amendment or amendments shall containCondition. only such provisions as it would be lawful or proper to insert in an original certificate of incorporation made at the time of making such amendment or amendments.
“Sec. 639c. In addition to its common stock every corporationPreferred stock.Creation of one or more classes permitted. heretofore or hereafter organized or existing under this subchapter 4, or which has availed or may hereafter avail itself of the provisions of this subchapter 4 pursuant to subchapter 13 of this chapter 18,Vol. 31, p. 1288, amended.Rights and obligations thereunder. may create one or more classes of preferred stock, with such preferences, restrictions, and qualifications not inconsistent with law as shall be expressed in its charter.
Such preferred stock shall haveVoting powers. such voting powers as are provided in such charter, or it may have no voting power if such charter so provides. Each such corporationIssue of common stock.Stipulations governing. may have one or more classes or common stock, with or without voting powers, and with such rights, restrictions, and qualifications as shall be expressed in its charter. The term ‘charter’ is“Charter” defined. hereby defined to include a charter granted by Special Act, certificate of incorporation, certificate of organization, or certificate of reorganization, either as originally passed or filed or as amended, unless such construction would be inconsistent with the context.
PreferredRedemption of preferred stock. stock of any class may be made subject to redemption at such times and prices as may be determined in such charter. In the caseAmount and terms of preference upon dissolution to be state. of stock which is preferred as to its distributive share of the assets of the corporation upon dissolution, the amount and terms of such preference shall be stated in the charter. All certificates for stockNonvoting stock certificates to specify restriction, preference, etc. which has no voting powers or is restricted or limited as to its voting powers, or which is preferred or limited as to its dividends, or as to its share of the assets upon dissolution, shall have a statement of such restriction, limitation, or preference plainly stated thereon.
“Sec. 639d. Every corporation having capital stock and heretoforeDisposition of property. or hereafter organized or existing under this subchapter 4, or which has availed or may hereafter avail itself of the provisions of this subchapter 4 pursuant to subchapter 13 of this chapter 18, may,Pursuant to action of stockholder. pursuant to a meeting of its stockholders, held upon notice given in accordance with the provisions of section 635 of this subchapter 4, sell, lease, or exchange all of its property and assets as an entirety, including its good will, and franchises howsoever granted and/or acquired, to or with any other such corporation or any other corporation organized or existing under the laws of any State of the United States which is duly authorized by its charter or otherwise to acquire and hold such or similar property, or to or with any 1090natural person.
An agreement containing the terms and conditions of the proposed sale, lease, or exchange shall, after approval thereof by a majority of the trustees or directors of such vendor, lessor, or grantor corporation, be submitted to said stockholders at said meetingTransfer accomplished on affirmative vote of two-thirds of all outstanding stock. for their approval; and if approved by the affirmative vote of two-thirds of all the stock outstanding (or, if two or more classes of stock have been issued, of two-thirds of each class, including stock of any class to which the charter denies the right to vote), such agreements shall be executed and its terms and conditions performed.
Recovery by dissentient stockholders.Any stockholder who, at such meeting, voted against the agreement submitted or who shall in writing file his protest at least five days before the holding of such meeting, may within twenty days after such meeting (but not afterwards) make upon such vendor, lessor, or grantor corporation a written demand for payment for his stock; and he shall thereupon be entitled to receive an amount equal to the fair value thereof, unaffected by such sale, lease, or exchange of said Petition allowed to District Supreme Court for accounting, if fair value not agreed upon.corporate property and assets.
If such dissenting stockholder and said vendor, lessor, or grantor corporation of which he is a stockholder shall fail to agree upon the fair value of said stock (or if, having agreed, such corporation shall fail to pay or tender the amount thereof), such stockholder shall be entitled to file, within thirty days after such written demand (but not afterwards), against said vendor, lessor, or grantor corporation, in the Supreme Court of the District of Columbia, a petition for an accounting and for the ascertainment of the fair value of his shares without regard to any depreciation or appreciation thereof in consequence of such sale, Referee to be appointed by court.lease, or exchange; and on the coming in of the answer to said petition, which shall be filed within such reasonable period as the court may fix, the court shall pass an order referring the matter to a commissioner or commissioners agreed upon by the parties, and if the parties do not so agree, then to the auditor of said court, for the purposeFair price to be ascertained by auditor of court if parties further disagree. of ascertaining such fair value, and such order may prescribe the time and manner of producing evidence; and the award of said commissioner or commissioners (or that of a majority of them), Court decree to be final.or of said auditor, when confirmed by decree of said court, shall be final and conclusive on all parties and said vendor, lessor, or grantor Payment and transfer to be made.corporation shall pay such stockholder the fair value of his shares ascertained as aforesaid, and on receiving such payment or on a tender thereof, said stockholder shall transfer his stock to the said vendor, lessor, or grantor corporation for cancellation, and until Lien granted until award paid, etc.said award is paid or tendered, said stockholder shall have a lien for the payment of such award on the proceeds of such sale, lease, or exchange, prior to any distribution by said vendor, lessor, or grantor corporation and said payment and lien may be collected and enforced in the same manner as other decrees and liens are by law enforceable in said Supreme Court of the District of Columbia.
If Payment of costs.the amount awarded said stockholder exceeds the amount offered by the corporation prior to the filing of said suit, costs shall be awarded to said stockholder; otherwise, costs shall be awarded to the corporation.Right of appeal. Each party shall have the right of appeal as in other cases Proceeding of dissenting stockholder not to preclude transfer.in the Supreme Court of the District of Columbia. The proceeding by a dissenting stockholder hereunder shall not prevent or delay the execution and performance of any agreement so approved by the *Proviso.*Proceedings vacated If transfer rescinded.affirmative vote of two-thirds of each class of stock: *Provided*, *however*, That the right granted to a dissenting stockholder hereunder to demand payment for his shares shall cease, if at any time prior to the entry of any decree herein provided for, the defendant corporation shall make it appear to said Supreme Court of the District of Colum1091bia that the agreement of sale, lease, or exchange has been rescinded by appropriate corporate action, so that the shares of such dissenting shareholder remain unaffected thereby.
Upon the performanceAll rights, etc., of selling corporation to be vested in purchaser upon transfer. of any agreement of sale hereunder of all of the property and assets as an entirety of a corporation (including its good will and franchises), all property, assets, rights, privileges, franchises, and powers of said selling corporation shall be vested in the purchasing corporation or person and shall thereafter be as effectually the property of the purchasing corporation or person as they were of the sellingProvisions governing. corporation subject to the provisions of this section, and such purchasing corporation or person shall thereupon immediately file in theDeed of sale. office of the recorder of deeds of the District of Columbia proper evidence of such sale, and thereupon said selling corporation shall beDissolution of vendor corporation.Vol. 31, p. 1318.Sale of goods in bulk.Vol. 33, p. 555. dissolved and cease, subject, however, to the provisions of sections 782, 783, 784, and 785 of subchapter 14 of this chapter 18.
Nothing contained herein shall affect the provisions of the Act approved April 28, 1904, entitled ‘An Act to prevent the fraudulent sale of merchandise in the District of Columbia,’ or any of the provisionsPublic utility corporations not affected.Vol. 37, p. 974. of the Act relating to the Public Utilities Commission of the District of Columbia, approved March 4, 1913, or any amendment or supplement thereof, or of any other law regulating public-utility corporations in the District of Columbia.
” " Approved, February 12, 1931.