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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 156 BUSINESS CORPORATIONS

Section 1 - Definitions

Section 2 - Scope of chapter

Section 3 - Corporations not within application of chapter; adoption of chapter

Section 4 - Powers

Section 5 - Holding stock in other corporations; prohibitions

Section 6 - Agreement of association; contents

Section 7 - Corporations dealing with real estate; duration

Section 8 - First meeting; notice; service; waiver of notice

Section 9 - Organization; selection of temporary clerk; adoption of by-laws; election of officers

Section 10 - Oath to articles by directors; liability to stockholders

Section 11 - Approval by secretary of corporation documents; filing of articles

Section 12 - Certificate of incorporation

Section 13 - Scope of by-laws

Section 14 - Creation and issuance of shares

Section 15 - Consideration for capital stock; instalment payments

Section 16 - Issuance of unissued balance of authorized capital stock; approval; filing

Section 17 - Validation of issue not submitted for approval

Section 18 - Payment of subscriptions

Section 19 - Subscriptions in default; sale of rights to subscribe

Section 20 - Instalments in default; sale of rights to shares

Section 21 - Management of corporation

Section 22 - Election or appointment of officers; terms; qualifications

Section 23 - Manufacturing corporations; election of directors by employees

Section 24 - Certificate of changes; submission to secretary; filing; penalty

Section 25 - Board of directors; powers

Section 26 - Executive committee of board; duties

Section 27 - Meetings of board of directors

Section 28 - Stockholders meetings; time; place; notice; quorum; waiver of notice

Section 29 - Change in date of annual meeting

Section 30 - Special meetings

Section 31 - Corporate voting of own shares

Section 32 - Voting rights; proxies

Section 33 - Certificates; signatures; seal; limitations and preferences

Section 34 - Replacement of lost or destroyed certificates

Section 35 - Reduction of capital stock; services rendered by operatives; liability; disproportionate payments by a stockholder; contribution

Section 36 - Officers’ liability

Section 37 - Directors’ liability

Section 38 - Conditions to liability; enforcement of liability

Section 39 - Discontinuance of suit; non-joinder of persons liable; death of defendant

Section 40 - Apportionment of assessment

Section 41 - Increase or reduction of capital stock; changes of location; change of par value of capital stock; dissolution proceedings

Section 41A - Change in number of shares without par value

Section 41B - Change in number of shares with par value

Section 41C - Change of shares without par value to par value shares

Section 42 - Change of structure; conveyance of property

Section 43 - Approval of amendments or alterations; fees

Section 44 - Increase in capital stock in accordance with Sec. 41 or 41C; content of articles

Section 45 - Reduction of capital stock in accordance with Sec. 41 or 41C; content of articles

Section 46 - Sale, lease or exchange of property and assets; remedy of dissenting stockholder

Section 46A - Definitions; organizations authorized to merge; method; effect of merger

Section 46B - Corporations authorized to consolidate; method

Section 46C - Effect of consolidation

Section 46D - Merger or consolidation with foreign corporation; method; liability of directors

Section 46E - Consolidations; remedy of dissenting shareholders

Section 46F - Certificates of merger or consolidation; issuance by state secretary

Section 47 - Annual report of condition; contents

Section 48 - Annual report of condition; approval; filing; public inspection

Section 49 - Repealed, 1977, 98, Sec. 3

Section 50 - Failure to file report of condition; penalty

Section 51 - Appointment of receiver

Section 52 - Failure to file certificates or reports

Section 53 - Filing of articles of organization; fees

Section 54 - Certain certificates; determination of fees

Section 55 - Filing of other amendments, certificates, statements and reports; fees