Title 14, Chapter 4, Section 120
( 14-4-120)
(a) Any railroad, insurance, express, telegraph, canal, or
navigation company, whether incorporated by special Act of the
General Assembly or by the Secretary of State under the general law,
may have its corporate name, its principal office, the face value of
each share of its capital stock, the number of its board of
directors, or the amount of its capital stock changed by filing a
petition in the office of the Secretary of State. The petition shall
be signed with the corporate name and shall state the name and
character of the corporation, the date of its original charter and
all amendments thereto, and the fact that it desires an amendment to
its charter changing its corporate name, its principal office, and
the face value of each share of its capital stock, the number of its
board of directors, or the amount of any or all of its capital
stock, as the case may be. (b) Such company shall file with the petition a certified abstract
from the minutes of the board of directors showing that the petition
for the proposed amendment has been authorized by the affirmative
vote of the holders of a majority of the capital stock entitled by
the terms of the company's charter to vote thereon at a meeting of
the stockholders called by resolution of the board of directors for
the purpose of voting on the amendment; provided, however, if the
petition is to change the principal office of the company, the
certified abstract from the minutes shall show that the amendment
was authorized by the affirmative vote of the holders of two-thirds
of the capital stock of the company. The certified abstract from the
minutes shall show also that notice of such meeting was mailed to
each stockholder or, in the case of death, to his legal
representatives or heirs at law and addressed to his last known
residence at least ten days prior to the day of the meeting. (c) An affidavit made and signed in due form of law by the president
or secretary of the company shall be attached to said petition,
which affidavit shows that the petition has been published once a
week for four weeks in that newspaper in which are published the
sheriff's sales of the county in which the principal office of the
company is located. |