avail themselves of the privileges of this act, may call a meeting of all the stockholders of said company for the purpose of considering the question of the repeal of any such provisions as to classification of directors, or voting power or both as aforesaid, and of electing a new board of directors in case of such repeal under the provisions of this act, by signing a notice of such meeting specifying the time and place of holding such meeting and in general terms the object thereof and publishing the same at least ten days prior to the date fixed therein for said meeting, in a newspaper circulating in the county wherein the business of said company is conducted or where their principal place of business is located.

254. Such meeting will be legal and by-laws may be adopted.

SEC. 3. Any such meeting so called shall be a legal meeting of the stockholders of the company, and shall be held at the office of the corporation, or if it has none, at the place in this state where its principal business has been transacted, or if access to such office or place is denied, or cannot be had, at some other place in the city, village or town where such office or place is, or was located; at such meeting, the stockholders attending shall constitute a quorum, and each share of stock of any kind or classes, if classified shall be entitled to one vote on all questions properly coming before said meeting, any provision to the contrary in the certificate or by-laws of said company notwithstanding; the stockholders attending may elect a chairman, secretary and inspectors of the vote on the consideration of said question of repealing any such provision as to the classification of directors or voting power or both as aforesaid, and of any election of new directors that may be held in case of such repeal, and may elect a new board of directors if such repeal is passed, and may adopt by-laws providing for future annual meeting and election of directors of the company, and may transact any other business which may be transacted at an annual meeting of the members of the corporation, and it shall be the duty of the secretary of the company, on receipt of the minutes of said meeting from the secretary thereof, to file the same in the office of the company and record the same in the book of minutes of the company.

255. In the absence of stock books, shareholders may be determined by affidavit.

SEC. 4 In the absence at such meeting, of the books of the corporation showing who are stockholders thereof, each person voting shall present his sworn statement setting forth that he is a stockholder of the corporation and the number of shares of stock owned by him and standing in his name on the books of the corporation, and if known to him, the total number of shares of stock of the corporation outstanding, including all classes if classified; on filing such statement he may vote as a stockholder of said corporation on the shares of stock appearing in such statement to be owned by him and standing in his name on the books of the corporation, each share of whatever class entitling him to one vote; always provided that in case of falsity or mistake in such statement and question arising as the validity of the passage or rejection of any such resolution by the votes then cast, any shares not owned by any party voting as aforesaid shall be deducted from the total vote on either side then cast or represented in thereafter determining the validity of the passage or rejection of any such resolution by the actual vote cast at such meeting by those actually entitled to cast votes thereat as above provided.

256. Directors elected by such meeting shall be entitled to possession and control.

SEC. 5. In case of a resolution shall be duly passed at any such meeting pursuant to the provisions hereof repealing any such provisions as to the classification of directors or voting power or both, that then and from henceforth the term of office of all directors of said company then in office shall cease and determine, and a new election for directors of said company shall be held as aforesaid, and the new directors then elected shall be the lawful board of directors of said company, and shall be forthwith entitled to the possession and control of its property and franchise.

257. Certificate of proceeding of such meetings to be filed. SEC. 6. In case of a repeal of any such provisions, as to the classification of directors or voting power or both, it shall and may be lawful for the chairman and secretary elected by the stockholders at any such meeting to make and sign a certificate under their hands, sworn to by them as true to the best of their

knowledge, information and belief, and acknowledged as a deed to be recorded setting forth and specifying in general terms the proceedings taken for the purpose of holding such meeting, including the original or a copy of the notice of meeting so signed and the affidavit of the printer as to the publication of said notice as aforesaid, and the proceedings had or action taken at said meeting, and such certificate so made as aforesaid may be filed in the office of the secretary of state, upon the payment to the secretary of the state for the use of the state of the sum of twenty (20) dollars, and a copy of any such certificate so made and filed as aforesaid, duly certified by the secretary of state under his official seal, shall be evidence in all courts and places of the facts therein recited, and of the right to issue the notice of such meeting and of the due issue and publication of such notice and the holding and action of such meeting in the premises, and generally that the foregoing provisions of this act have been fully observed and complied with.

SEC. 7. This act shall take effect immediately.