15 U.S.C. § 147 — Stock; issuance at par value

Page 623 TITLE 15—COMMERCE AND TRADE § 147 have been complied with and declaring that the incorporators are a body corporate, if (a) an in- corporation fee of $100 has been paid him; (b) he finds that the articles of incorporation and statements therein conform to the requirements of, and that the incorporation is authorized by, this chapter; and (c) he finds that such corpora- tion will aid in developing markets in China for goods produced in the United States. A copy of the articles of incorporation shall be made a part of the certificate of incorporation and printed in full thereon. Any failure, previous to the issuance of the certificate of incorporation, by the incorporators or in respect to the appli- cation for the certificate of incorporation, to conform to any requirement of law which is a condition precedent to such issuance, may not subsequent thereto be held to invalidate the cer- tificate of incorporation or alter the legal status of any act of a China Trade Act corporation, ex- cept in proceedings instituted by the registrar for the revocation of the certificate of incorpo- ration. (Sept. 19, 1922, ch. 346, § 5, 42 Stat. 850.) § 146. General powers of corporation In addition to the powers granted elsewhere in this chapter, a China Trade Act corporation— (a) Shall have the right of succession during the existence of the corporation; (b) Shall have a corporate seal and may, with the approval of the Secretary, alter it; (c) May sue and be sued; (d) Shall have the right to transact the busi- ness authorized by its articles of incorporation and such further business as is properly con- nected therewith or necessary and incidental thereto; (e) May make contracts and incur liabilities; (f) May acquire and hold real or personal prop- erty, necessary to effect the purpose for which it is formed, and dispose of such property when no longer needed for such purposes; (g) May borrow money and issue its notes, cou- pon or registered bonds, or other evidences of debt, and secure their payment by a mortgage of its property; and (h) May establish such branch offices at such places in China as it deems advisable. (Sept. 19, 1922, ch. 346, § 6, 42 Stat. 851; Feb. 26, 1925, ch. 345, § 6, 43 Stat. 996.) Editorial Notes AMENDMENTS 1925—Par. (b). Act Feb. 26, 1925, substituted ‘‘Shall’’ for ‘‘May’’. Statutory Notes and Related Subsidiaries TREATY Par. (h) of this section has been affected by the 1943 Treaty between United States of America and the Re- public of China, 57 Stat. 767, in which the United States relinquished all extraterritorial jurisdiction and rights in China. See Codification note set out under section 142 of this title. § 146a. Jurisdiction of suits by or against China Trade Act corporation The Federal district courts shall have exclu- sive original jurisdiction of all suits to which a China Trade Act corporation, or a stockholder, director, or officer thereof in his capacity as such, is a party. Suit against the corporation may be brought in the United States District Court for the District of Columbia or in the Fed- eral district court for any district in which the corporation has an agent and is engaged in doing business. (Sept. 19, 1922, ch. 346, § 20(a), formerly § 20, 42 Stat. 855; renumbered § 20(a), Feb. 26, 1925, ch. 345, § 10, 43 Stat. 996; June 25, 1936, ch. 804, 49 Stat. 1921; Treaty of Jan. 11, 1943, 57 Stat. 767; June 25, 1948, ch. 646, § 32(a), 62 Stat. 991; May 24, 1949, ch. 139, § 127, 63 Stat. 107.) Editorial Notes CODIFICATION Section comprises subsec. (a) of section 20 of act Sept. 19, 1922, as amended by act Feb. 26, 1925. Subsec. (b) of section 20 is classified to section 160 of this title. In the first sentence, the words ‘‘(except as provided by the Act entitled ‘An Act creating a United States Court for China and prescribing the jurisdiction there- of,’ approved June 30, 1906, as amended)’’ have been omitted because that Act (formerly classified to sec- tions 191 to 197, 199, 200, and 202 of Title 22, Foreign Re- lations and Intercourse) was repealed by act June 25, 1948, ch. 646, § 39, 62 Stat. 992, eff. Sept. 1, 1948. The provision in the second sentence that suits against the China Trade Act corporation might also be brought in the United States Court for China was omit- ted as that court is no longer in operation. By the trea- ty of Jan. 11, 1943, between the United States and China, the United States relinquished extraterritorial rights in China. See Codification note set out under section 142 of this title. Section was formerly classified to section 53 of Title 28 prior to the general revision and enactment of Title 28, Judiciary and Judicial Procedure, by act June 25, 1948, ch. 646, § 1, 62 Stat. 869. Statutory Notes and Related Subsidiaries CHANGE OF NAME Act June 25, 1948, eff. Sept. 1, 1948, as amended by act May 24, 1949, substituted ‘‘United States District Court for the District of Columbia’’ for ‘‘district court of the United States for the District of Columbia’’. Act June 25, 1936, changed name of ‘‘Supreme Court of the District of Columbia’’ to ‘‘district court of the United States for the District of Columbia’’. § 147. Stock; issuance at par value Each share of the original or any subsequent issue of stock of a China Trade Act corporation shall be issued at not less than par value, and shall be paid for in cash, or in accordance with the provisions of section 148 of this title, in real or personal property which has been placed in the custody of the directors. No such share shall be issued until the amount of the par value thereof has been paid the corporation; and when issued, each share shall be held to be full paid and nonassessable; except that if any share is, in violation of this section, issued without the amount of the par value thereof having been paid to the corporation, the holder of such share shall be liable in suits by creditors for the dif- ference between the amount paid for such share and the par value thereof. (Sept. 19, 1922, ch. 346, § 7, 42 Stat. 851; Feb. 26, 1925, ch. 345, § 7, 43 Stat. 996.) 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-