15 U.S.C. § 150

Stockholders’ meetings

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(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 authorized 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 stockholdersThe following questions shall be determined only by the stockholders at a stockholders’ meeting:(1) Adoption of the bylaws;(2) Amendments to the articles of incorporation or bylaws;(3) Authorization of the sale of the entire business of the corporation or of an independent branch of such business;(4) Authorization of the voluntary dissolution of the corporation; and(5) Authorization of application for the extension of the period of duration of the corporation.(c) Authorization of amendments to articles of incorporation

The adoption of any such amendment or authorization 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 prescribed, and (2) such amendment or authorization is found and certified by the Secretary to conform to the requirements of this chapter.

(d) Filing of bylaws and amendments and minutes of stockholders’ meetings with registrar

A certified copy of the bylaws and amendments thereof and of the minutes of all stockholders’ 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 NotesAmendments

1925—Subsec. (a). Act Feb. 26, 1925, inserted “, represented in person or by proxy,” in third sentence.

Notes of Decisions

Cited in 2 cases, 1943–2014 · leading case: Montblanc-Simplo Gmbh v. Montblancpensale.org, 297 F.R.D. 242 (E.D. Va. 2014).

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Montblanc-Simplo Gmbh v. Montblancpensale.org, 297 F.R.D. 242 (E.D. Va. 2014). “Originally, Montblanc registered the MONTBLANC® word mark on September 1, 1964 pursuant to 15 U.S.C. § 150 . Id. Montblanc subsequently registered the MONTBLANC® word marks: (i) on March 8,1994, Registration No.”

Smith v. Am. Asiatic Underwriters, Fed., Inc., 134 F.2d 233 (9th Cir. 1943). “One is with the Secretary, in his administrative function with respect to approving amendments to the certificate under section 9(c) of the Act, 15 U.S.C.A. § 150 (c). The other, a controversy with the Registrar concerning her function as a Congressionally created litigant to…”

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