cash, property, or rights to be issued, paid, delivered or granted by the surviving corporation upon surrender of each share of the subsidiary corporation or corporations not owned by the parent corporation. If the parent corporation be not the surviving corporation, the resolution shall include provision for the pro rata issuance of stock of the surviving corporation to the holders of the stock of the parent corporation on surrender of the certificates therefor, and the certificate of ownership and merger shall state that the proposed merger has been approved by a majority of the outstanding stock of the parent corporation entitled to vote thereon at a meeting thereof duly called and held after 20 days notice of the purpose of the meeting mailed to each such stockholder at his address as it appears on the records of the corporation. A certified copy of the certificate shall be recorded in the office of the Recorder of the County in this State in which the registered office of each constituent corporation which is a corporation of this State is located. If the surviving corporation exists under the laws of the District of Columbia or any state other than this State, the provisions of section 252(d) of this title shall also apply to a merger under this section.

(e) A merger may be effected under this section although one or more of the corporations parties to the merger is a corporation organized under the laws of a jurisdiction other than one of the United States; provided that the laws of such jurisdiction permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction; and provided further that the surviving or resulting corporation shall be a corporation of this State.

Section 256 of Title 8 is amended by striking out in subsection (a) the words "such merger or consolidation" as the same appear in the first and last sentences of said subsection, and insert in lieu thereof the words:

"a corporation of such jurisdiction to merge with a corporation of another jurisdiction."

Section 258 of Title 8 is amended by striking out in subsection (a) the words "such merger or consolidation", as the same appear in the first sentence of said subsection, and insert in lieu thereof the words:

"a corporation of such jurisdiction to merge with a corporation of another jurisdiction."

Section 262 of Title 8 is amended by striking out the first two sentences of subsection (b) and inserting in lieu thereof the following:

or consolidation shall within 10 days after the effective date of the merger or consolidation, notify each stockholder of any corporation of this State so merging or consolidating who objected thereto in writing and whose shares either were not entitled to vote or were not voted in favor of the merger or consolidation, and who filed such written objection with the corporation before the taking of the vote on the merger or consolidation, that the merger or consolidation has become effective. Such notice shall likewise be given to each stockholder whose corporation approved the merger or consolidation pursuant to section 228 of this title without a meeting of its stockholders and who either did not, or had no right to, consent in writing to such merger or consolidation.

Section 262 of Title 8 is amended by striking out in subsection (c) the word "objecting" as the same appears in two places in said subsection.

Section 262 of Title 8 is amended by striking out all of subsection (k) and inserting in lieu thereof the following:

(k) This section shall not apply to the shares of any class or series of a class of stock, which, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders at which the agreement of merger or consolidation is to be acted on, were either (1) registered on a national securities exchange, or (2) held of record by not less than 2,000 stockholders, unless the certificate of incorporation of the corporation issuing such stock shall otherwise provide; nor shall this section apply to any of the shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation, as provided in subsection (f) of section 251 of this title. This subsection shall not be applicable to the holders of a class or series of a class of stock of a constituent corporation if under the terms of a merger or consolidation pursuant to sections 251 or 252 of this title such holders are required to accept for such stock anything except (a) stock or stock and cash in lieu of fractional shares of the corporation surviving, or resulting from such merger or consolidation, or (b) stock or stock and cash in lieu of fractional shares of any other corporation, which at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders at which the agreement of merger or consolidation is to be acted on, were either (1) registered on a national securities exchange or (2) held of record by not less than 2,000 stockholders, or (c) a combination of stock or stock

and cash in lieu of fractional shares as set forth in (a) and (b) of this subsection.

Section 271 of Title 8 is amended by striking out all of subsection (a) and inserting in lieu thereof the following:

(a) Every corporation may at any meeting of its board of directors sell, lease, or exchange all or substantially all of its property and assets, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or other property, including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors deems expedient and for the best interests of the corporation, when and as authorized by a resolution adopted by a majority of the outstanding stock of the corporation entitled to vote thereon at a meeting thereof duly called upon at least 20 days notice. The notice of the meeting shall state that such a resolution will be considered.

Section 275 of Title 8 is amended by striking out all of subsections (a) and (b) and inserting in lieu thereof the following:

(a) If it should be deemed advisable in the judgment of the board of directors of any corporation that it should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, shall cause notice to be mailed to each stockholder entitled to vote thereon of the adoption of the resolution and of a meeting of stockholders to take action upon the resolution.

(b) At the meeting a vote shall be taken for and against the proposed dissolution. If a majority of the outstanding stock of the corporation entitled to vote thereon shall vote for the proposed dissolution, a certificate stating that the dissolution has been authorized in accordance with the provisions of this section and setting forth the names and residences of the directors and officers shall be executed, acknowledged and filed in accordance with section 103 of this title. The Secretary of State, upon being satisfied that the requirements of this section have been complied with, shall issue his certificate that the certificate has been filed, and thereupon, the corporation shall be dissolved and the certificate of the Secretary of State shall be recorded in the office of the Recorder in the county in which the corporation maintained its registered office in this State.

Section 275 of Title 8 is amended by adding a new subsection (c) as follows:

dissolution shall consent in writing, either in person or by duly authorized attorney, to a dissolution, no meeting of directors or stockholders shall be necessary, but on filing the consent in the office of the Secretary of State, he, upon being satisfied that the requirements of this section have been complied with, shall issue his certificate that the consent to dissolution has been filed, and thereupon the corporation shall be dissolved and the certificate of the Secretary of State shall be recorded in the office of the Recorder in the county in which the corporation maintained its registered office in this State. In the event that the consent is signed by an attorney, the original power of attorney or a photocopy thereof shall be attached to and filed with the consent. The consent filed with the Secretary of State shall have attached to it the affidavit of the Secretary or some other officer of the corporation stating that the consent has been signed by or on behalf of all the stockholders entitled to vote on a dissolution; in addition there shall be attached to the consent a certification by the secretary or some other officer of the corporation setting forth the names and residences of the directors and officers of the corporation. Section 311 of Title 8 is amended by striking out paragraphs (2), (3), and (4) of subsection (a) and inserting in lieu thereof the following:

(2) Notice of the special meeting of stockholders shall be given in accordance with section 222 of this title to each stockholder whose shares were entitled to vote upon a proposed dissolution before the corporation was dissolved.

(3) At the meeting a vote of the stockholders shall be taken on a resolution to revoke the dissolution. If a majority of the stock of the corporation which was outstanding and entitled to vote upon a dissolution at the time of its dissolution shall be voted for a resolution, a certificate of revocation of dissolution shall be executed and acknowledged in accordance with section 103 of this title, which shall state:

(i) the name of the corporation;

(ii) the names and respective addresses of its officers; (iii) the names and respective addresses of its directors; (iv) that a majority of the stock of the corporation which was outstanding and entitled to vote upon a dissolution at the time of its dissolution have voted in favor of a resolution to revoke the dissolution; or, if it be the fact, that, in lieu of a meeting and vote of stockholders, the stockholders have given their written consent to the revocation in accordance with section 228 of this title.

sentence the phrase "section 242" and inserting in lieu thereof the phrase "section 241 or 242".

Section 371 of Title 8 is amended by striking out subsection (c) and inserting in lieu thereof the following:

(c) The certificate of the Secretary of State, under his seal of office, of the filing of the charter, shall be delivered to the registered agent upon the payment to the Secretary of State of the fee prescribed for his certificates, and the certificate shall be prima facie evidence of the right of the corporation to do business in this State; provided that the Secretary of State shall not issue such certificate unless the name of the corporation is such as to distinguish it upon the records of the office of the Secretary of State from the names of other corporations organized under the laws of this State or reserved or registered as a foreign corporation under the laws of this State except with the written consent of such other corporation, executed, acknowledged, and filed with the Secretary of State in accordance with section 103 of this title.

Section 379 of Title 8 is amended by striking out subsection (a) and inserting in lieu thereof the following:

(a) No foreign corporation shall, within the limits of this State, by any implication or construction, be deemed to possess the power of discounting bills, notes, or other evidence of debt, of receiving deposits, of buying and selling bills of exchange, or of issuing bills, notes or other evidences of debt upon loan for circulation as money, anything in its charter or articles of incorporation to the contrary thereof notwithstanding.

Section 214 of Title 8 is amended by striking out all of said section and inserting in lieu hereof the following:

§ 214. Cumulative Voting

The certificate of incorporation of any corporation may provide that at all elections of directors of the corporation, each holder of stock or of any class or classes or of a series or series thereof shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and that he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as he may see fit.