15 U.S.C. § 148 — Payment of stock in real or personal prop-

Page 624 TITLE 15—COMMERCE AND TRADE § 148 Editorial Notes AMENDMENTS 1925—Act Feb. 26, 1925, substituted ‘‘not less than par value’’ for ‘‘par value only’’. § 148. Payment of stock in real or personal prop- erty No share of stock of a China Trade Act cor- poration shall, for the purposes of section 147 of this title or of subdivision (d) of section 144 of this title, be held paid in real or personal prop- erty unless (1) a certificate describing the prop- erty and stating the value at which it is to be received has been filed by the corporation with the Secretary or the registrar in such manner as shall be by regulation prescribed, and a fee to be fixed by the Secretary or the registrar, respec- tively, to cover the cost of any necessary inves- tigation has been paid, and (2) the Secretary or the registrar, as the case may be, finds and has certified to the corporation that such value is not more than the fair market value of the prop- erty. (Sept. 19, 1922, ch. 346, § 8, 42 Stat. 851.) Editorial Notes REFERENCES IN TEXT Subdivision (d) of section 144 of this title, referred to in text, was in the original ‘‘paragraph (7) of subdivi- sion (b) of section 4’’, which is classified to section 144(b)(7) of this title. Part of the provisions of par. (7) were transferred to subd. (d) of section 144 by act Feb. 26, 1925, ch. 345, §§ 3, 5, 43 Stat. 995. § 149. Bylaws The bylaws may provide— (a) The time, place, manner of calling, giving notice, and conduct of, and determination of a quorum for, the meetings, annual or special, of the stockholders or directors; (b) The number, qualifications, and manner of choosing and fixing the tenure of office and com- pensation of all directors; but the number of such directors shall be not less than three, and a majority of the directors, and the president and the treasurer, or each officer holding a cor- responding office, shall, during their tenure of office, be citizens of the United States resident in China. (c) The manner of calling for and collecting payments upon shares of stock, the penalties and forfeitures for nonpayment, the preparation of certificates of the shares, the manner of re- cording their sale or transfer, and the manner of their representation at stockholders’ meetings. (Sept. 19, 1922, ch. 346, § 9, 42 Stat. 852; Feb. 26, 1925, ch. 345, § 8, 43 Stat. 996.) Editorial Notes AMENDMENTS 1925—Par. (b). Act Feb. 26, 1925, amended par. (b) gen- erally. § 150. Stockholders’ meetings (a) 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 author- ized 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. (b) Questions for determination only by stock- holders The following questions shall be determined only by the stockholders at a stockholders’ meeting: (1) Adoption of the bylaws; (2) Amendments to the articles of incorpora- tion or bylaws; (3) Authorization of the sale of the entire business of the corporation or of an inde- pendent branch of such business; (4) Authorization of the voluntary dissolu- tion of the corporation; and (5) Authorization of application for the ex- tension of the period of duration of the cor- poration. (c) Authorization of amendments to articles of incorporation The adoption of any such amendment or au- thorization 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 pre- scribed, and (2) such amendment or authoriza- tion is found and certified by the Secretary to conform to the requirements of this chapter. (d) Filing of bylaws and amendments and min- utes of stockholders’ meetings with registrar A certified copy of the bylaws and amend- ments thereof and of the minutes of all stock- holders’ meetings of the corporation shall be filed with the registrar. (Sept. 19, 1922, ch. 346, § 10, 42 Stat. 852; Feb. 26, 1925, ch. 345, § 9, 43 Stat. 996.) Editorial Notes AMENDMENTS 1925—Subsec. (a). Act Feb. 26, 1925, inserted ‘‘, represented in person or by proxy,’’ in third sen- tence. § 151. Directors The directors designated in the articles of in- corporation shall, until their successors take of- fice, direct the exercise of all powers of a China Trade Act corporation except such as are con- ferred upon the stockholders by law or by the articles of incorporation or bylaws of the cor- poration. Thereafter the directors elected in ac- cordance with the bylaws of the corporation shall direct the exercise of all powers of the cor-