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PUBLIC LAW 389-JUNE 8, 1954
[68 S T A T.
I N FOR M A L ACTION B T SHAREHOLDERS
SEC. 136. Any action required by this Act to be taken at a meeting of the shareholders of a corporation, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. I n the event that the action which is consented to is such as would have required the filing of a certificate under any section of this Act, if such action had been voted upon by the shareholders at a meeting thereof, the certificate filed under such section shall state that written consent has been given hereunder, in lieu of stating that the shareholders have voted upon the corporate action in question, if such last-mentioned statement is required thereby. A P P E A L FROM COMMISSIONERS
SEC. 137. (a) If the Commissioners shall fail to approve any articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by this Act to be approved by the Commissioners before the same shall be filed in their office, they shall, within ten days after the delivery thereof to them give written notice of their disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor. From such disapproval such person or corporation may appeal to the United States District Court for the District of Columbia, by filing with the clerk of such court a petition setting forth a copy of the articles or other document sought to be filed and a copy of the written disapproval thereof by the Commissioners; whereupon the matter shall be tried de novo by the court, and the court shall either sustain the action of the Commissioners or direct them to take such action as the court may deem proper, (b) If the Commissioners shall revoke the certificate of authority to transact business in the District of any foreign corporation, pursuant to the provisions of this Act, such foreign corporation may likewise appeal to the United States District Court for the District of Columbia, by filing with the clerk of such court a petition setting forth a copy of its certificate of authority to transact business in the District and a copy of the notice of revocation given by the Commissioners; whereupon the matter shall be tried de novo by the court and the court shall either sustain the action of the Commissioners or direct them to take such action as the court may deem proper. (c) Appeals from all final orders and judgments entered by the United States District Court for the District of Columbia under this section in review of any ruling or decision of the Commissioners may be taken to the United States Circuit Court of Appeals for the District of Columbia by either party to the proceeding within sixty days after service on such party of a copy of the order or judgment of the United States District Court for the District of Columbia. C E R T I F I C A T E S AND CERTIFIED COPIES OF CERTAIN D O C U M E N T S TO BE RECEIVED I N EVIDENCE
SEC. 138. All certificates issued by the Commissioners in accordance with the provisions of this Act, and all copies of documents filed in their office in accordance with the provisions of this Act when certified by them, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated. A certificate by the Commissioners under the seal of their office, as to the existence or nonexistence of the facts relating to corporations which would not appear from a certified copy of any of the foregoing
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