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action adopted agreement amendment amount annual apply appointed assets assignment authorized bank become board of directors by-laws called capital capital stock certificate certificate of incorporation charter committee common consideration contract Corp corporation course court creditors determine dividend duties effect election entitled existence fact filed fixed frequently give given hand held hold holders important interest issued liability limitations majority matter meeting merely minority minutes necessary noted notice obtain officers organization original owner paid particular parties payment permit person poration practice preferred stock prescribed present profits proper provision purchaser reasonable receive record represented resolution rule secretary securities shares statute statutory stock certificate stockholders subscriber subscription suit surplus taken tion transaction transfer transfer agent trust unless usually vote York