No corporation in existence at the adoption of this Constitution shall have its charter amended or renewed without first filing, under the corporate seal of said corporation, and duly attested, in the office of the secretary of state, an acceptance of the provisions of this Constitution. (Constitution, Art. IX., § 2.)

It shall be lawful for the incorporators of any corporation, before the payment of any part of its capital, to file with the secretary of state an amended certificate, duly signed by the incorporators named in the original certificate of incorporation, and duly acknowledged in the manner in this act required for certificates of incorporation, in this act heretofore provided for, modifying, changing, or altering its original certificate of incorporation in whole or in part; and said secretary of state shall furnish a certified copy of said certificate under his hand and seal of office, and said certified copy shall be recorded in the office of the recorder of the county in which its original certificate of incorporation was recorded; said amended certificate shall take the place of the original certificate of incorporation, and shall be deemed to have been filed and recorded on the date of the filing and recording of the original certificate; provided, however, that nothing herein contained shall permit the insertion of any matter not in conformity with the provisions of this act.

Any corporation of this State existing prior to the passage of this amendatory act, whether created by special act, or general law, or any corporation created under the provisions of this act, may, from time to time, when and as desired, amend its charter of incorporation, either by addition to its corporate powers and purposes, or diminution thereof; or by substitution of other powers and purposes, in whole or in part, for those prescribed by its charter; or by increasing or decreasing its authorized capital stock; or by changing the number and par value of the shares of its capital stock; or by changing its corporate title.

Every such amendment shall be made and effected in manner following, to wit:

1. If the corporation has a capital stock, its board of directors shall adopt a resolution setting forth the amendment proposed, declaring its advisability, and calling a meeting of the stockholders for consideration thereof. Said meeting shall be called and held upon such notice as the corporation's charter or by-laws provide, and in the absence of such provision, upon notice thereof, either delivered to the stockholder or mailed to the stockholder's post-office address, if known, at least ten days before the date fixed for said meeting. At said meeting, a vote of the stockholders by ballot, in person or by proxy, shall be taken for and against the proposed amendment, which vote shall be conducted by two judges appointed for that purpose either by the directors or by the said meeting. Said judges shall decide upon the qualification of voters, and when the vote is completed, count and ascertain the number of shares voted respectively for and against said amendment, and declare whether the persons or bodies corporate holding the majority of the stock of said corporation (or of each class of stock, if there be more than one) have voted for or against the proposed amendment; and shall make out certificates accordingly in duplicate, stating the number of shares of stock voted for and against the amendment respectively, and subscribe and deliver the same to the secretary of the corporation. If it shall appear by said certificates of the judges that the persons or bodies corporate holding the majority of the stock of said corporation (or of each class of stock, if there be more than one) have voted in favor of the amendment, thereupon, the said corporation shall make, under its corporate seal, and the hands of its president and secretary, a certificate accordingly, and the president shall duly execute the same before an officer authorized by the laws of this State to take acknowledgments of deeds; and the said certificate, so executed and acknowledged with one of the said judge's duplicate certificates attached, shall be filed in the office of the secretary of state, and a copy thereof certified by said secretary of state shall be recorded in the office of the recorder of the county in which the original charter of incorporation is recorded; or if the corporation shall have been created by special public act of the Legislature, then said certificate shall be recorded in the office of the recorder of any county where the business of the said corporation may be conducted. And upon filing and recording the same, the charter of said corporation shall be deemed to be amended accordingly. Provided, however, that no corporation shall decrease its authorized capital stock without paying or adequately securing such of its debts as are not then fully secured.