i y Bain Saas Release ee Reena : 7 s, wf ¢ ete, ee EAs pang ey y z rid betes ay a ire? i " aie Wiis ALY, Wa 4, tie a 4 q, Y if A veh) LOM AUS PAN IO ) IPAM Aa Lye, 7, 4 , i; 14st y, ae LAF Hau aD iy f f CLAD UL , f {} ts LUA y is i et THE LAW OF PRIVATE CORPORATIONS IN OHIO- TOGETHER WITH DECISIONS, COMMENTARIES, FORMS AND PRECEDENTS BY HOWARD A. COUSE OF THE CLEVELAND BAR AUTHOR OF THE OHIO FORM BOOK SECOND EDITION VOLUME I. TWO-VOLUMES-IN-ONE EDITION CINCINNATI THE W. H. ANDERSON CO. 1924 CopyRIGHT, 1913 BY Tue W. H. ANDERSON COMPANY. COPYRIGHT, 1924, BY Tue W. H. ANDERSON COMPANY. ee wee PREFACE TO SECOND EDITION Important changes in corporation practice following the adoption of the no-par value stock law require a new edition of this work. Other statutory additions and changes affecting corpo- rations generally, made since the first edition was published in 1918, include the following: The federal capital stock tax law. The federal Clayton Act, sections 7 and 8. The inheritance tax law, which prohibits corporations from registering transfers of stock standing in the name of a deceased holder, without the written consent of the tax com- mission. The requirement of a certificate from the county treasurer that all personal property taxes of the corporation have been paid, as a condition precedent to the filing of a certificate of dissolution (G. C. No. 5521). The relaxing of the requirement that the name of a cor- poration for profit begin with the word “The” and end with the word “Company”. (G. C. No. 8625). Valuable contributions to the corporation law of the state have been made by a number of decisions of the supreme court and courts of appeals, especially with respect to stockholders’ voting rights and procedure at stockholders’ meetings. The author has continued, in this edition, the annotations from the opinions of the attorney general, whose interpretations of new statutes are often of great value. HOWARD A. COUSE. Cleveland, Ohio, October, 1923. 2904'78 ‘ i be CF cual eens 7 th ‘ iT Sena vine crsitfenens J m ‘ ‘ ee: ; + a5 A, ty F- f eo ‘ J s Ps , ~~ 4 <% ¥ ye 4 a ox ins Rit ibaa ontingnd noite Pavan ask line Rect mE ned h ; Fagisibe weir f er wat ts. 032 SHLRY Ie Poth aiy Sait ass) 5: - b Limo | MG +> ae ee s ee . A 38S aes Otay. et it Tis gonand “bre exoptibba weal finteiee as sett ey xt < X a ‘ i re # barlaiisis Gig dees Hoists test aie alia abeuet . = fiiaoy 2 ‘. % 44 2 2 Bee ; ee ee Aaa Ty pre Go? ai ‘sbilaal Re <. oak a Bee ee al det, Wo6de a cabal adh ae is ; a a 2 hid Y estou tere EST tall : le wilie ice i’: a at ; . & | j oy madite titer Stitt Gate Ante y* male RG: aones Toit eee Bieiy ‘edd ti Paafbrsia * sfonde le aysisaet 2p ere aie ws Sang . myer winds onsite yeht nr , v an isis ods <0 Pee AVR Mone wey tor Ys iin eat a cite | some da im c hk BL silitsre elo aati Gat FORT ‘Thor Liter): tp aad ey an ee ae ey a | ae ~ aes a8. ae sited Fe, Set 24octripaiet Ot te Teigs q ie ee, bap bigs * ta¢f'l p™ Baar EMIT D She : apa. Abrrcamet Teh e) 5 ‘, CAIRNS ie my ayes. Tey gh (ta er a4 a: fn > ; . ' ies ~T a ; | Seep “ A ee NF easel fi - ooh ite re “ph 3 sano Ltt stitarg™) nttotpetu geo) Eos Ate alors mitt 14 “e! dec \ . - ye oh a Se ROR ated seis e989 octane eran ; f ‘ BANS eecgrry 7S yeti J ; in . =f or Pe ee ae | tia eehees Te atts ir oacs yt Pre | seems s : i v4 et suyndsit 48 4 rabeeie sieque: : ged ch bee est AO sty! rss PTA ae A nf Cie dad YY br yh dae ae Z Pk “4 Dae a gt hae hags OOO ts PRES eaaas Ry cor Ge none caaptatict nS) ema sie KS * rere Las a 08," stan leq p § Pa he ee 2 te Paes 4% 4 th 4 tty Vay F, oy | fi rack igeAy to Ff wigs sat . JtX., ee 3 aa fits is wok. tx ( , a AR ey ee H aN ‘ ys 4 aya e Mee : : - is M $ fae {nid poe Sh ea a? 7 oe 1 . eek = ¥t ae ii Sie ne ante aX ¢ gy, : a it ° i 2 San ta - 2 ett myaotis Jigs ai, » fen he en wt - Pe bed et Op < stat “yae } wor ; we ; . . ; gel ood it 1G . Lanta hE =a < “ \ . \Z t ' M 1 SUIT a ee 1 : , ¢ 4, , s +? : : ; . / wiatiay 3 Pan. ti t/ feat vitt # . ALY, ¥ | | dee 3 daeiaatetad OHS Lek yy ~ Ts i hh A ; fore \ ; ; * Reef potiasn. re a RE hse hae | ‘ . - i 7) > A astitl ARBOUR a uve: Bt Tie dyes P ta s.. att a pein tPF ie! ‘ aT v} r Os 93 ORGANIZATION AND MANAGEMENT. § 10 are silent on the subject, is an unsettled question, on which the decisions of common pleas courts are in conflict.*. To avoid uncertainty, it should be clearly stated in the articles of. in- corporation and on the certificates of preferred stock, either that the holders of preferred stock are not entitled to dividends in excess of the stipulated rate, or that they are entitled to participate. Where preferred stockholders are entitled to such additional dividends, the stock is sometimes called participating preferred stock. g. Common stock is all the capital stock of a corporation to which no advantage, preference or priority is given over other stock. An Ohio corporation may have common stock with, or without, par value. h. Full paid stock is stock, the entire par value (or, in the case of no-par-value stock, the properly authorized price or consideration) of which has been paid, in money or prop- erty, and on which there is no liability to the corporation or to creditors. i. ‘‘Watered stock’’ or ‘‘fictitiously paid stock’’ is stock having a par value which has been issued as full paid stock when in fact the entire par value has not been received by the corporation. Before Ohio corporations were authorized by law to have no-par-value common stock, watered stock was frequently issued and sometimes persons receiving such stock from the corporation were, upon insolvency of the corporation, held liable to creditors for the amount of the ‘‘water,’’ viz., the dif- ference between the par value of the stock and the amount actually paid for it. Because of the possible liability watered stock was usually issued by some method whereby the records of the corporation were made to show that full value had been given for the stock. The method most fre- quently adopted was that of issuing stock for property or services at an overvaluation. That property has been fraudu- lently overvalued was usually difficult of proof, and this method 13Shimmon v. National Screw & 266 (preferred stock does partici- Tack Co., 18 N. P. n. s. 569 (pre- pate, after the common stockholders ferred stock does not participate in have received dividends equal to the additional dividends), Ryan v._ priority dividend on the preferred). Miami Company, 10 Am. L. R. 263, §11 OHIO PRIVATE CORPORATIONS. 24 was regarded as the most effectual in concealing the real character of the stock. Since the enactment of the no-par-value stock law, it is possible to accomplish, by proper and ethical methods, the pur- poses which were previously accomplished by means of watered stock. §11. Capitalization—Meaning of term. Stock and bonds distinguished. The term ‘‘capitalization’’ is variously used. (1) In one acceptation it includes the entire authorized capi- tal stock of a corporation, both common and preferred, whether issued or not, but does not include bonds. (2) In another acceptation the term capitalization represents the par value of stock which has been issued. (3) In its usual financial acceptation, the term includes both stock and bonds, but only to the extent they have been issued. In financial practice, stocks and bonds are both treated as securities ‘‘issued against’’ the property of a corporation, but there is an important distinction between them. Bonds are evidences of debt. A bondholder is a creditor of the corporation. An issue of bonds is usually secured by a mort- gage on all or a part of the property of the corporation. Interest on bonds falls due at fixed intervals, irrespective of whether profits have been earned, and if not paid, the cor. porate property may be swept away by foreclosure proceed- ings under the mortgage. A stockholder, however, is not a creditor. The return on his investment is in the form of dividends, not interest; and dividends even on preferred stock can be declared only out of surplus profits.* §12. Amount of capitalization. Considerations affecting. (A) No-par-value stock corporation. In organizing a cor- poration under the no-par-value stock law, it is sufficient to set out the total number of authorized shares of common stock, without stating, in the articles of incorporation, the price or consideration for which they are to be disposed of, or any 1G. C. § 8724; Miller v. Ratterman, 47 O. S. 141. 95 ORGANIZATION AND MANAGEMENT. § 12 face or par value. But the amount of ‘‘common capital’’ with which the corporation will begin to carry on business must be stated. This may be fixed at any sum not less than $500. Practical considerations require that the amount fixed be high enough for eredit purposes, and to provide a proper equity below the bonds or preferred stock, if either are to be issued. On the other hand, the amount of such stated common capital must be fully paid in cash or property at its ‘‘actual value’’ before business is commenced. Directors who _— assent to the creation of debts before such common capital is fully paid, are personally liable for such debts. Where the common capital is to be paid in property, the amount should be fixed low enough to protect the directors, for they are, m effect, guarantors that such common capital has been paid in property ‘‘taken at its actual value.’” (B) Par value stock corporation. The term ‘‘capitalization”’ is here used as representing the par value of the stock which has been issued. a. Actual value. The basis of capitalization contemplated by the law of Ohio is the amount of cash, or the actual value of property, for which stock is issued.? | There are certain classes of corporation, notably banks and financial institutions, which have rigidly adhered to this rule and are capitalized on the basis of actual values. The rule is also followed, in many instances, in the organization of trading or mercantile corporations. In estimating the actual value of property, as a basis for capitalization, intangible assets may be included. Where an established business is taken over by a corporation, the good will and other intangible property are often exceedingly valuable. Before isuing stock for good will, however, the Blue Sky Law should be considered. Approval from the department must be obtained before stock is issued for good will, patents. services or property not located in Ohio, and the department usually requires that such stock must be placed in escrow until the corporation is a demonstrated commercial success. 1G. C., §§ 8728-2, 8728-7. 2Gates v. Tippecanoe Stone Co., 57 0. S. 60. §12 OHIO PRIVATE CORPORATIONS. 26 b. Exceeding actual value. Earning power. Numerous corporations have been capitalized not on the amount of money or the value of property invested (including intangible property at a fair appraisement) but on the basis of the prospective earning capacity. Bonds or preferred stock, and sometimes both, were issued up to the cost or value of the property and common stock was issued in such additional amounts as the estimated profits would pay dividends upon. The practice of capitalizing in excess of property values was followed, in perhaps a majority of cases, in good faith and without fraudulent intent. The persons to whom the stock was issued, in many cases, derived no personal gain from it, but immediately assigned it to the corporation or to trustees, to be treated as treasury stock and given as a bonus to the purchasers of bonds, or sold at a discount or otherwise used in raising funds for corporate purposes. Since the enactment of the no-par-value stock law, it is rarely, if ever, necessary or advisable to resort to the device of ‘“watering’’ par value stock. In Ohio, capitalization at par values in excess of property values is contrary to the legal requirement that all stock issued must be fully paid for in money, services, or prop- erty.® To avoid the liability imposed by this rule resort has been had, in organization proceedings, to fiction, by which it was made to appear that the stock has been fully paid. Usually property or services were accepted in payment by the directors at valuations which were inflated. As long as the corporation remains solvent there is but little danger of per- sonal liability to creditors arising from the transaction. If there are stockholders who dissented from the transaction, the stock issue may be set aside,* but as it was usually consum- mated at the time of organization of the corporation and with 3Gates v. Tippecanoe Stone Co., chinery Co., 5 C. G. n. s. 540; 17 57 O. S. 60. C. D. 107 (affirmed without report 4Orton v. Edson Reduction Ma- 75 O. S. 580). 27 ORGANIZATION AND MANAGEMENT. §12 the consent of the original stockholders, the corporation is bound by the transaction.® But in ease of insolvency of the corporation, personal lia- bility to subsequent creditors may result. If it is proved that stock was issued for property or services at a fraudulent over- valuation, persons who received the stock may be held liable for the difference between the actual value of the property and the par value of the stock.® Whether the stock received for property constitutes taxable income to the person receiving it is a question which should receive careful consideration.’ c. Less than actual value. Where a corporation is organized to conduct a business of comparatively small proportions, and it is infended that the stock shall be held by few per- sons, and not sold to the public, it is sometimes advantageous to fix the capitalization at less than the actual value of the investment. By this means a saving is effected in the amount of state organization fees and annual franchise (Willis) taxes. In practice the excess of the property values over the capital stock is sometimes covered by a bond issue. The former federal excess profits tax was measured by in- vested capital, excluding bonds. Capitalization at less than actual values was usually imprudent, prior to the repeal of the excess profits tax law.in 1921. d. Capitalization of public utility companies and railroads. Stocks and bonds issued by railroads and public utility com- panies are void unless the issue is authorized by the public utilities commission of Ohio after a hearing. The application to the commission for authority to issue stock or bonds must specify the amount, character and purpose of the issue, and certain information in detail. The money or property de- rived from the issue must be applied to the authorized pur- pose. The application must be signed and verified by the president and secretary and penalties are provided for false statements.® 5 Hoffard v. Williams Shoe Co., 7See Revenue Act of 1921, § 202. 95.0. 8. 376; Old Dominion Co. v. 8G. G., §§614-53 to 614-55, Lewisohn, 210 U. S. 206. 614-57. 6 Gates v. Tippecanoe Stone Co., 57 O. S. 60. §13 OHIO PRIVATE CORPORATIONS. 98 §13. Form of capitalization. When all the stock is to be taken by the individuals who will be active in the business, common stock alone will in many instances answer the purpose. But if outside capital is to be obtained, it is often necessary to promise a definite return to the investor. The owner of com- mon stock has no assurance of a definite return. He is entitled to his pro rata share of the dividends which have been declared by the directors out of surplus profits. But the directors have discretionary power to declare or to withhold dividends. It is only in exceptional cases that a stockholder can compel the declaration of a dividend, al- though there are surplus profits. Directors may, and often do, use the profits to enlarge and develop the business in- stead of making a division among the holders of common stock. In cases of bad faith or abuse of discretion on the part of directors, courts will interfere, but not otherwise. To attract investors, bonds or preferred stock are usually resorted to. Unless the enterprise is an established one with a record of earnings over a period of years, a bonus of com- mon stock is often given to purchasers of the bonds or pre- ferred stock. a. Bonds constitute a debt of the corporation, and are usually secured by a mortgage on the corporate property. Bonds have some advantages to the corporation. Interest paid on bonds is an expense and a proper deduction from profits for income tax purposes, whereas dividends paid on preferred stock are not. The prevailing interest rates on bonds, under normal business conditions, are usually less than the prevail- ing dividend rates on preferred stocks. On the other hand, if it is uncertain whether the earnings of the corporation will be sufficient to pay interest on the bonds, regularly and prompt- ly when due, in addition to operating expenses, a bond issue is dangerous because of the right of foreclosure of the mort- gage upon a default of interest. : The amount of bonds which may be issued by an Ohio corporation (except a corporation formed to buy and sell real estate) is limited. The corporation is not authorized to borrow 929 ORGANIZATION AND MANAGEMENT. §13 money in excess of ‘‘its capital stock.’’* This limit, however, does not apply to corporations organized or reorganized under the no-par-value stock law.’ On liquidation of the corporation, mortgage bonds have priority over general debts and over preferred stock. b. Preferred stock. If conditions are such that preferred stock can be sold, it is usually safer for the corporation than bonds, for the reason it is not a debt, and there is no danger of foreclosure although dividends on the preferred stock are not paid when due. Dividends on preferred stock are payable out of surplus profits only, and if there are no surplus profits, dividends are not authorized. Preferred stocks have some advantages to the investor. Ohio laws impose a property tax on bonds, while preferred stock in Ohio corporations is exempt from the tax. Dividends received by a stockholder are not ‘‘income’’ under the Federal Income Tax Law, for the purposes of the normal tax, although subject to the surtax. The rate of return is usually higher on preferred stocks than on bonds. Preferred stock has, under Ohio laws, priority in assets over common stock, in the event of liquidation of the corporation. And directors may generally be relied on to pay dividends on preferred stocks, when there are surplus profits, for the credit of the corporation: would be injured by non-payment of dividends under such circumstances. Because of these advantages. counsel for investment houses expended great pains and effort, some years ago, to draft pro- tective provisions intended to give the utmost safety consistent with the nature of preferred stock. Among other things, the protective provisions (1) required that a certain percentage of earnings be set aside as a sinking fund to redeem the pre- ferred stock, (2) restricted the amount of dividends that could be paid on the common stock until all the preferred stock was redeemed, (3) required the corporation to maintain net assets equal to a certain percentage of the preferred stock outstand- ing, (4) prohibited any issue of bonds or other preferred stock, 1G. C., § 8705, The attorney capital stock, Rep. Atty. Gen. general has ruled that a corpora- 1913, p. 813. tion is not authorized to borrow 2G. C., § 8728-2. money in excess of its paid in §13 OHIO PRIVATE CORPORATIONS. 30 or any mortgage or lien or long term indebtedness, haying priority over the preferred stock without consent of the holders of 75 percent of the preferred stock, and (5) gave voting rights to the preferred stock upon default of the dividends. Investment brokers and some banks sold to Ohio investors large amounts of preferred stocks in companies having a record of earnings, under the impression that the interests of the investors were well secured by the protective provisions above referred to. i But during a subsequent period of business depression, the inherent weakness of preferred stocks, considered as invest- ments, became manifest. Debis incurred in operating the business of the corporation have priority over preferred stock. It is practically impossible to give preferred stock priority over such indebtedness.* In many cases of bankruptey, or other forced liquidation, corporate assets proved insufficient to pay creditors, and the preferred stockholders received nothing. Because of such experiences, it is difficult, at the present time, to sell large issues of preferred stocks as ‘‘investments,’’ except in enterprises having unusual earnings for a period of years. It is often possible, however, to finance a corporation by means of a preferred stock issue, if the corporation is willing to give to the purchasers a reasonable share of the expected profits in addition to the stipulated preferred dividend. This may be accomplished by one of several different methods. (1) A bonus of no-par-value common stock may be given to purchasers of the preferred. (2) The preferred stock may be made ‘‘participating’’; that is, after the stipulated dividend has been paid on the preferred, and an equal amount paid on the common, further dividends are declared pro rata on the preferred and common stock without distinction. (3) The holders of preferred stock may probably be granted the privi- lege of converting it into common stock.‘ 3 Priority to preferred stock in advance to holders of preferred might perhaps be obtained by special stock to convert it into common agreement with each general credi- tor at the time the indebtedness is contracted, but that is usually impracticable. 4G. C., § 8669 does not expressly authorize the grant of an option stock, although it authorizes con- version “upon such terms as from time to time may be proposed by the board of directors and accepted by the holders thereof.” But in general, such an option may be dl ORGANIZATION AND MANAGEMENT. § 13 ce. Common stock. No-par-value stock. Prior to 1919 all common stock was required to have a par or face value, but at the present time, common stock in shares without par or face value may be provided for.® The no-par-value stock law makes it possible to give a bonus of common stock to purchasers of bonds or preferred stock, and to issue stock for good will, patents and other property of uncertain value, without liability. It is difficult to use par value stock for bonus purposes. If a corporation gives its unissued par value stock as a bonus, and subsequently becomes insolvent, the purchasers of bonds or preferred stock who re- ceived the bonus may be liable to the ereditors up to the par value of the bonus stock received by them.® ‘To avoid this liability, it was common practice, in former times, to issue par value common stock for intangible property, such as patents or good will. The stock being thus ‘‘paid up,’’ the person to whom it was issued returned it to the curporation to be used as treasury stock for bonus purposes. But this did not com- pleteiy remove the risk of liability. If it could be proved that the intangible property was fraudulently overvalued, the individual to whom the stock was issued could be held liable. Under the no-par-value stock law, however, a bonus of common stock may be given to purchasers of bonds or preferred stock, without risk of liability, if the bonus is properly authorized by the directors or stockholders. Likewise, no-par-value stock may be issued for patenis, good will or other property of uncertain value, without risk of liability.’ The use of no-par-value stock for this purpose has largely superseded the unsatisfactory device of issuing ‘‘watered’’ or ‘‘fictitiously paid’’ stock. good as a contract. Totten v. Tison, 54 Ga. 139; Holland v. Railroad, 151 Mass. 231; 24 N. HE. 206; Staf- ford v. Banking Co., 61 O. S. 160; see also Hamlin v. Railroad Co., 78 Fed. 664. 5G. C., §§ 8728-1 to 8728-11. Two excellent papers on the Ohio no-par-value stock law have been published: one by Isador Grossman of the Cleveland Bar in 18 O. L. R. 269, 289, and the other by Frank H. Shaffer of the Cincinnati Bar in 19 O. L. R. 70. Some of the defects of the law pointed out im these papers have been removed by the 1921 ‘amendments. 6 Hoffard v. Shoe Co., 95 O. S. 376, 381. 7 Property of uncertain value should not, of course, be used to pay up the amount of “common capital” stated: in the articles of incorporation as that with which the corporation will begin business. Such “common capital’ must be paid in cash or property at “actual value.” G. C. § 8728-2. 813 OHIO PRIVATE CORPORATIONS. 39 No-par-value common stock has other advantages. Where bonds or preferred stock are issued, the law requires a sub- stantial equity or capital to be represented by common stock, if the common stock has par value. Bonds are not authorized in excess of the paid-in capital stock. ‘‘The amount of pre- ferred stock at par value’’ may not ‘‘exceed two-thirds of the actual capital paid in cash or property.’’® Neither of these requirements applies to corporations organized under the no- par-value stock law,'® which requires merely that the number of preferred shares shall not exceed two-thirds of the total number of shares, preferred and no-par-value common, out- standing. | Therefore, by organizing under the no-par-value law, it is possible to keep control of the corporation with a small amount of capital. It sometimes happens that one or two men see an opportunity for a promising venture. Their own funds are limited, but friends have faith in their ability and are willing to invest money in the project, although unwilling to devote time or to assume any responsibility. The active men will do the work and bear the responsibility for the enterprise and very justly desire that the organization be effected in such a manner that its control can not be taken away from them if they make a success of it. This can not be accomplished by organizing a corporation with par value common stock, unless the active managers put a substantial amount of money into common stock. If the friends are to contribute $75,000, and it is desired to issue bonds to them, the paid up capital stock must be $75,000. Although $50,000 of this could be preferred stock, it would be necessary to have a paid up par value common stock of $25,000. If, instead of bonds, it is desired to issué preferred stock for the $75,000, a paid up par value common stock of $37,500 would be required. But the corporation may be organized under the no- par-value law with a comparatively small amount of money invested in common stock. The only requirements are: (1). At least $500 must be raised from the sale of the no- par-common stock. 8G. C., § 8705; Rep. Atty. Gen. 10 Limit as to borrowing money 1913, p. 813. inapplicable, G. C., § 8728-2. 9G. C., § 8667. 11G. C, § 8728. i Opins. Atty. Gen. 1922, p. 260. 33 ORGANIZATION AND MANAGEMENT. §13 (2) The number of preferred shares must not exceed two- thirds of the total number of shares, preferred and common, out- standing. If $75,000 preferred stock is issued, divided into 750 shares of $100 each, there must be at least 375 shares of no-par- common. ; No-par-value common stock may be divided into classes, one class having no voting power or restricted voting power. Before organizing a corporation under the no-par-value stock law, the personal liability which it imposes on the direc- tors should be given careful consideration. The amount of ‘“eommon capital’? with which the corporation will begin busi- ness must be stated in the articles of incorporation. Directors may be liable if they assent to the creation of debts before the amount of ‘‘common capital,’’ as stated in the articles, has been fully paid in cash or in- property taken at its ‘‘actual value.’’ If the ‘‘common capital’’ is paid in property at less than ‘actual value’’ the directors may suffer personal loss although they acted in good faith and believed that they had accepted the property at its actual value. ; This liability may be avoided by fixing the ‘‘common capital’’ with which the corporation will begin business at a sum which may be paid in cash. The ‘‘common capital’’ with which the corporation will begin business need not represent the entire consideration received for its no-par-value common stock. Such ‘‘common eapital’’ may be fixed at any sum desired not less than $500. The probable credit requirements of the corporation must, of course, be given great weight in determining the amount of stated common capital, but for the complete protection of the directors the amount decided upon should be paid in cash, or, at least in property of unquestion- able value. The amount of fees, both on initial organization and annual franchise, payable by Ohio no-par-value stock corporations should also be taken into consideration before organization. especially where the issue of a large number of shares is con- templated. Par stock corporations pay an annual franchise fee of $1.50 on each $1,000 of par value stock, issued or outstand- ing, irrespective of the number of shares. No-par stock cor- porations pay an annual fee of five cents per share of no-par- value stock issued or outstanding. Where no bonus of common stock is to be given with bonds or preferred stock, and no stock is to be issued for property of uncertain value, organization §14 OHIO PRIVATE CORPORATIONS. 34 under the no-par-value stock law may be considerably more expensive and have no compensating advantages. Under the earlier Ohio no-par-value corporation law, it was possible to effect a considerable saving in fees by incorporating in Delaware, even where all the corporate business was to be transacted in, Ohio. In 1921, however, the Ohio law was amended, the fees payable by Ohio no-par-value stock corpora- tions being reduced and the fees payable by similar foreign corporations being increased.” If the corporate business is to be transacted entirely in Ohio, no saving in fees can be effected by foreign incorpora- tion, but if a substantial part of the business is to be transacted in other states, incorporation under the no-par-value law of Delaware or some other state may be less expensive. §14. Capitalization. General considerations. In planning the capitalization of a corporation, in addition to the matters already discussed, the following should be taken into con- sideration : , (a) The Ohio Blue Sky Law and the Blue Sky Laws of the other states, if any, in which it is expected to sell stock or bonds.* (b) The possibility that additional financing may be necessary in the future. The amount of capital required is frequently underestimated, especially in the case of new enter- prises. The form and amount of the original capitalization should, if possible, be planned so as to facilitate future financing. (c) The expense, including organization fees, franchise taxes, both state and federal, and the federal stamp tax on issues and transfers of stock.? (d) Future control of the corporation. §15. Disposal of stocks and bonds. ‘‘Blue Sky’’ Law. It is difficult to deseribe the Ohio Blue Sky Law in a brief space, partly because of the numerous exceptions to its general. re- quirements.’ Speaking generally, and temporarily disregard- 12109 v. 277; Air-way Corpora- 2See Sec. 5, tion v. Archer, 279 Fed. 878, 1See paper by Richard Inglis, 1'See Sec. 15. Blue Sky [Laws of “The Blue Sky Dilemma,” 18 O. L. all states in which the same have - 513. been enacted are compiled in Elliott’s Blue Sky Laws. 85 ORGANIZATION AND MANAGEMENT. §15 ing the exceptions, the law regulates the sale and disposal of corporate securities by (1) requiring a license to be taken out by sellers of securities, including a corporation which sells stock or bonds of its own issue, and (2) requiring issues of stocks and bonds to be approved and certified by the depart- ment? before the same are offered for sale. Before an issue of stock or bonds will be certified, detailed information* must be furnished to the department on blanks which are furnished on request. The consequences of overlooking or ignoring the Blue Sky Law may be serious. Violations are punishable by fine or imprisonment. And subscriptions to stock and contracts for the sale of corporate stock and bonds, made without complying with the law, are illegal and unenforceable.® The law has occasionally been evaded by incorporating in a state which has no Blue Sky Law. This is usually possible only where the stock and other securities are taken by a small eroup, and where no stock is to be sold to the public, either directly or indirectly. In such eases, the subscriptions to stock by cash investors should be made, either in person or by proxy, outside of Ohio, in a state having no Blue Sky Law. If stock is to be issued for property, the entire transaction of offering the property to the corporation, accepting the offer, and issuing the stock, should be effected in the state of organization.® There are three matters over which organizers of corpora- tions have frequently had difficulty with the department: (a) promotion stock, and stock issued for patents, good will, ete.; (b) the amount of commissions to be paid for selling the securities; and (c) bonus stock to cash investors. (a) The amount of stock issued for services, good will, patents, leases, contracts and property located outside of Ohio 2 Originally the State Superin- 8G. C., §§ 6373-9, 6373-14, tendent of Banks acted as “com- 6373-16. : missioner” under the Blue Sky Law. 4G. C., §§ 6373-20 to 6373-20c. Later on, the legislature created 5 Edward v. Toor, 205 Mich. 617; the office of Commissioner of Securi- 172 N. W. 620; Goodyear v. Meux, ties. In 1921 the duties of the 143 Tenn. 287; 228 S. W. 57. Commissioner were transferred to 6 See ‘Sec. 4. the Division of Securities of the Department of Commerce. § 15 OHIO PRIVATE CORPORATIONS. 36 is closely scrutinized by the department, which in some cases has refused to certify the securities unless the amount of stock issued for the property was reduced, and in other cases has required such stock to be wholly eliminated. In all cases where stock is issued for intangible property, the patents must have been granted and assigned to the corporation, all con- tracts must have been properly executed and all leases prop- erly recorded, before the security will be certified.’ The department has usually required all stock issued for patents, services, etc., to be placed in escrow with the depart- ment, or a trust company designated by it, to be held until the corporation is a demonstrated commercial success, and under an agreement that the stock held in escrow will not share in a distribution of assets of the corporation, in the event of liquidation while the stock is held in escrow, until all stock held by cash investors has been paid in full.® (b) The amount of commissions payable for selling the stock is also scrutinized. Copies of all contracts with under- writers, brokers and agents must be filed with the application for certification of a security, and an irrevocable contract by each broker and salesman must be filed to the effect that the corporation will receive in cash not less tlian 85 percent of the proceeds of each sale of securities, without liability to pay any additional commission.° (c) In some instances the department has required an increase in the amount of common stock bonus given to pur- chasers of preferred stock. These three matters are, of course, not the only ones over which organizers of corporations have had difficulty with the department, but they have been frequent occasions of trouble and delay. Exemptions. An Ohio corporation may dispose of securi- ties, issued by it, without a license and without certification of the securities, under certain conditions. The disposal must be made in good faith and not for the purpose of evading the law, and must be for the sole account of the corporation, with- 7 Report of Department, published 8See Report of Department, in Elliott’s Blue Sky Laws, p. 589. lliott’s Blue Sky Laws, p. 590. 9G. C., §§ 6373-14, 6373-14a. 37 ORGANIZATION AND MANAGEMENT. §.15 out any commission and at a total expense of not more than two percent of the proceeds realized plus $500. No part of the issue to be disposed of may be issued, directly or indirectly, for patents, services, good will, or for property not located in Ohio. A statement of the existence of the above facts, and that the company is formed for the purpose of doing business in Ohio, must be made by the president and secretary, or by the in- corporators if done before organization, and filed, before the securities are offered for disposal.’° Other exemptions in the law include the following: (a) Exempt from obtaining a license. 1. National banks. 2. Any owner, not the issuer of the security, who dis- poses of his own property for his own account, when ‘ the disposal is not made in the course of repeated and successive transactions; a natural person, other than the underwriter of the security, who is the bona fide owner, and disposes of it for his own account. 3. One, who in a trust capacity created by law of the United States or Ohio or any other state, disposes of trust property. 4, An Ohio bank or trust company, not a eeaatce dealer in securities, selling a security for a licensee, other than the issuer or underwriter, for a commission of not more than two percent. 5. One, not the issuer, who disposes of securities to a licensee or a company ‘which regularly deals in or holds securities. 6. A pledgee, selling securities pledged to him as se- curity for a debt, in good faith and not to avoid the law." (b) Securities exempt from certification : 1. Securities issued by Ohio corporations not for profit.’? 2. Securities, actual current sales of which, at prices 10G. C., §§ 6373-2 ( at)» 6373-14, 12G. C., § 6373-1. 11G. C., § 6373-2 §15 OHIO PRIVATE CORPORATIONS. 38 quoted, have been from time to time for not less than six months next preceding the disposal, published in regular market reports in news columns of a daily newspaper of general circulation in Ohio. . Securities of manufacturing or transportation com- panies, common earriers and other public utilities, issued and outstanding in the hands of bona fide purchasers for value prior to March 1, 1914; if the companies were on said date, and are at the time of sale, actual going concerns, either directly or through lessees, and there is no default in the payment of any interest or principal, at the time of sale. . Where detailed information as to the security, other than the approximate selling price, is contained in a standard manual, approved by the department. . Where the disposal is made for a commission of less than one percent of the par value, by .a licensed dealer who is a member of a regularly organized stock exchange, having an established and lawfully con- ducted place of business in Ohio, regularly open for public patronage as such.%8 . Securities authorized by the public service commission or like body of any state or Canadian province. . Securities sold by or on behalf of an underwriter who, in good faith and not for the purpose of avoiding the Blue Sky Law, has purchased said securities for cash or its equivalent, at not less than 90 percent of the price at which the securities are thereafter sold by him. . Securities of a common carrier or an Ohio corpora- tion engaged principally in the business of manu- facturing, transportation, coal-mining, or quarrying and the whole or a part of the property upon han the securities are predicated is located in Ohio, pro- vided the company is an actual going concern A atiacs been engaged in its principal business for fi a eae or more, and having no obligations w hich due and unpaid. ee 18 Exemptions under 1 to 5 inclusive. G. C., §§ 6373-10, 6373-14 ’ “14, 39 ORGANIZATION AND MANAGEMENT. §15 9. Securities of a real estate or building company, all of whose property upon which the securities are predicated is located in Ohio. (c) Securities exempt from the law, if there is no default in interest or principal at the ‘time of sale, and if the same have not been judicially declared invalid: ie Corporate bonds and notes, secured by first mortgage on real estate, if more than fifty percent of the entire issue is included in a sale to one purchaser. . Securities of quasi-public corporations, issued by authority of the public utilities commission. 3. Stock or obligations of a national bank, or a state bank, trust company or building and loan association, organized under Ohio laws, subject to state super- vision.*® . bo Although securities may be exempt from certification, they must be disposed of through a licensed dealer or by one exempt from obtaining a dealer’s license.” The law apparently does not contemplate that claims for exemptions be submitted to the department, except in the case of a corporation selling securities of its own issue, without commission, ete., mentioned above, in which case a statement must be filed | ‘by the president and sotcbiednaed on Form No. 1 provided by the department. However, Form No. 4 provided by the department, contains questions relating to some of the exemptions, and although it is probably unnecessary to answer them, it is usually advan- tageous to furnish the information. The opinion of experienced department officials is thus obtained, in advance of a sale of the securities, as to whether the exemption is a proper one. In view of the general tendency of governmental bureaus and commissions to determine doubtful cases in favor of the gov- ernment, an opinion favorable to an exemption would be entitled to respect, although it would not be binding on future 14Exemptions 6 to 9. G. C, 15G. C., § 6373-2. § 6373-14. 16 Opins. Atty. Gen. 1915, p. 2019. §16 OHIO PRIVATE CORPORATIONS. 40 officials of the department or on courts which in the future might be called on to determine the legality of the securities. Before certifying a security, the department may examine the books and property of the issuer, and if, in its discretion, all or any part of the expense of examination should be paid by the applicant for certification, it may require the applicant to deposit money for such purpose. Each issuer of securities to whom a certificate is issued must file with the department a financial statement as of June 30th of each year.’ Following is a partial list of the forms which have been prepared by the department. These may be obtained on appli- cation to the Division of Securities, Department of Commerce, Columbus, Ohio. Forms having no relation to private cor- porations are omitted. : Form Nos. 1. Certificate of exemption, by president and secretary, of corporation about to dispose of securities of its own issue, without commis- sion, etc. 2. Application for dealer’s license. 3. Notice of application for dealer’s license. 3a. Proof of publication of notice of application for dealer’s license. 4. Information as to securities to be sold, including information as to exemption from certification. 4a. Information as to securities to be sold by licensed dealer. 5. Application for certification of securities. 8. Application to amend license by adding names of agents. 10. Application to amend license by striking out names of agents. §16. Organization. Outline of procedure. The formal proceedings by means of which a corporation is organized are briefly outlined as follows: () An instrument styled in the Ohio statutes ‘‘articles of incorporation,’’ is prepared and executed by five or more incorporators. (2) This instrument is filed in the office of the secretary of state, where it is recorded and a certified copy furnished to the ineorporators. (3) Books for subscriptions to the capital stock are opened by the incorporators and notice thereof either pub- lished or waived by the incorporators, 17G. C., § 6373-16, 4] ORGANIZATION AND MANAGEMENT. §17 (4) .Subseriptions for stock are received by the incor- porators, whose duty it is to then collect from each sub- scriber ten percent of his subscription. (5) When ten percent of the entire capital stock has been subscribed the incorporators so certify in writing to the secretary of state. In the case of a corporation organized with no-par-value common stock, the incorporators’ certificate may be made when five or more persons have subscribed for at least one share each. (6) The first meeting of stockholders is then called by the incorporators, who publish notice of the meeting, unless notice is waived by all the subscribers. (7) At the first meeting of stockholders the number of directors is determined, directors elected and usually a code of regulations adopted and a time fixed for the first meeting of directors. (8) Before meeting the directors quality by taking an oath. At their first meeting the directors elect officers and usually enact by-laws. This perfects the organization. §17. Incorporators. a. Qualifications. Only natural per- sons may act as incorporators. Corporations, firms, and associations are not qualified.t Incorporators must be sui juris. Infants are not competent to act.? At least five incorporators must act in every case. A majority must. be citizens of Ohio. Incorporators are not required to become subscribers to stock or to have any financial interest in the corporation.* It is a frequent practice for the attorneys who are employed to incorporate a company, or their clerks, to act as the in- corporators. This is sometimes done because the real parties in interest do not desire to be known in that connection. At other times it is for the purpose of convenience or to. ex- pedite the organization. b. Functions. _Incorporators have in charge the formal or- ganization proceedings. They sign and acknowledge the *Rep. -Atty.- Gen. 1908, 'p. 72; 2 8Kardo Co. v. Adams, 231 Fed. Opinions Attys. Gen. 109. 950, 964; 14.0. L. R. 233, 241, State v. Burial Assn., 8 C. C. n. Br ioose don Cas 39% §17 OHIO PRIVATE CORPORATIONS. 42 articles of incorporation, receive subscriptions to the capital stock and receive payment of the first instalment of ten percent. When ten percent has been subscribed (or, in the case of a corporation organized with no-par-value common stock, when five or more persons have subscribed for at least one share each) they so certify in writing to the secretary of state and call and give notice of the first meeting of stock- holders. e. Inability. A person may become involved in liability by acting as an incorporator unless care is taken in one im- portant particular. By signing a ‘“‘certificate of subscrip- tion’’ and filing it with the secretary of state, the incorpo- rators certify, in effect, not only that certain capital stock has been subscribed, but also that ten percent on each share sub- scribed for has been paid, and incorporators may be held personally liable for any deficiency in its actual payment.‘ d. -Dummy directors. Persons without financial interest in the corporation, who participate as incorporators in the formal organization proceedings, sometimes go further and act as temporary directors and transact business of impor- tance on behalf of the corporation. When stock is to be is- sued for property, the owners of the property are disquali- fied from acting as directors in the transaction. In such cases the nominal parties usually subscribe for the small amount of stock necessary to qualify them, are elected directors and pass resolutions authorizing the issuance of stock for the property. In such eases it iis prudent for the nominal parties to pay for the stock which they subscribe for, using their own money for the purpose. If the stock is paid for by the owners of the property, the validity of the trans- action is doubtful unless the stock is clearly an outright gift by them to the nominal parties.® The terms ‘‘dummy incorporators’’ and ‘‘dummy direc- tors’? are sometimes applied to the persons who act as in- corporators and directors without financial interest. 4Hessler v. Cleveland Punch & 5 Cemet A i et Works, 61 0. S. 621. .G..C., 930. 8. 161, 172." ee 43 ORGANIZATION AND MANAGEMENT. §18 § 18. Articles of incorporation. ‘‘A charter is the instru- ment which creates the corporation.’’ In Ohio the formation of corporations is provided for by general laws. The charter of an Ohio corporation consists of the instrument known as ‘‘articles of incorporation’’ to- gether with the general laws of the state.? Persons who fully comply with the general laws are entitled, as a matter of right, to organize a corporation. When articles of incorporation showing compliance with the general laws are presented to the secretary of state, with the proper fee, it is the duty of that officer to file and record the articles. He has no discretion except as to the form of the articles.® Form. The matters to be set forth in articles of incorpora- tion are specified by statute.* The form of the articles is prescribed by the secretary of state. The better practice is to use the blank which is fur- nished without charge by that officer. If for any reason that is impracticable the language of such blank should be exactly followed. Suggestions as to filling in and completing the blank forms are given in the paragraphs following. When completed the instrument must be subscribed by the incorporators and acknowledged by them before a notary public or other officer authorized to take acknowledgments. The official character of such notary public or other officer must be certified by the clerk of the court of common pleas, and the instrument filed in the office of the secretary of state. §19. Articles of incorporation. Statements in. Name of corporation. The name of a corporation for profit may begin with the word ‘‘the’’ and must end with the word ‘‘company,”’ ““eorporation,’’ ‘‘incorporated’’ or ‘‘ine.’’ When the business of a corporation is once establisheu its name sometimes becomes of great value. The name is *Cook on Corporations, § 2. 4G, C., §8625. If organized 2 Wegener v. Wegener, 101 0. S. under the no-par-value stock law, 22, 26 § 8728-1. 8 State v. Taylor, 55 O. S. 61. 1G. C., § 8625. § 20 OHIO PRIVATE CORPORATIONS, 44 often inseparable from the good will.?, It is therefore impor- tant, especially in manufacturing and mercantile enterprises, to select a name for the corporation which is distinctive and in which tradename rights may be acquired and protected. The secretary of state is prohibited from accepting an¢ filing articles of incorporation in which the name is that already assumed by an existing corporation, either an Ohio corporation or a foreign corporation which has qualified to do business in Ohio,® or so similar thereto as to mislead the pub- lic, without the written consent of the existing corporation ; nor can a corporation adopt a name which is likely to mislead the public as to the character or purpose of its business.* The action of the secretary of state in filing and record. ing articles of incorporation is not conclusive against another corporation having a similar name. The older company may enforce its rights by injunction. The use by.a corporation of a name which infringes the trade name of an individual, or of another corporation, may be enjoined. The fact of being incorporated by such name is not a defense.® When a corporation is formed tc take over a partnership business the name of the partnership is usually adopted, with such change as may be necessary to make the corporate name end with the word ‘‘company,’’ ‘‘corporation,’’ ‘‘incorpo- rated’’ or “‘ine.’’ Even where partnership assets, including good will, are sold through a receiver, the corporation may adopt the name previously used by the firm.’ §20. Location of corporation. Articles of incorporation must contain a statement of ‘‘the place where’”’ the corpora- tion “‘is to be located, or where its principal business is to be transacted.’”! *Snyder Mfg. Co. v. Snyder, 54 0. S. 86. : PY Rep. Atty. Gen. 1912, pp. 14, *G. C., § 8628. * Cincinnati Vici Shoe Co, v. Cin- einnati Shoe Co., 7 N. P. 135: 9 Low. D. 579. . *Thayer Carpet Cleaning, ete., Co. v. Geo. A. Thayer Co., 6 N. P. 300; 9 L. D. 288; Backus Oil Co. v. Backus Oil, ete. Co., 5 W. L. B. 546; Bissell Chilled Plow Works v. T. M. Bissell Plow Co., 121 Fed. Rep. 357; Chickering v. Chickering, 120 Fed, Rep. 69; Hig- gins v. Higgins Soap Co., 144 N, Y. 462; Wm, A. Rogers, Ltd., v. Rogers, ete., Bureau, 247 ‘Fed; 178. 7 Snyder Mfg. Co. v. Snyder, 54 0. S. 86. *G. C., § 8625. 45 ORGANIZATION AND MANAGEMENT. § 20 The office building or street address of the corporation need not be specified. The requirement is satisfied by stat- ing, in the articles, the name of the municipality or place where the principal office is to be located. Where a cor- poration has several offices, the office where the stockholders meetings are held is regarded as the principal office. Under a former statute, similar in some respects to the present law, it was held that a corporation might, at pleas- ure, move its office from one building to another, within the specified municipality or place, although the motive was to avoid taxation.? The personal property of a corporation (except property located in other counties) is taxed in the municipality or town- ship where its principal office is located,? although much of its business is carried on elsewhere. The statement in the articles of incorporation is conclu- sive as to the location of the office.* _ Vessel companies and corporations engaged in certain other kinds of business are able to avoid the higher taxes of the cities wherein much of their business is actually transacted, by locating their principal offices in small villages, or rural townships, where the tax rate is low.® The removal of the principal office of a corporation to another municipality or place is accomplished by an amend- ment of its articles of incorporation. A vote of at least three-fifths of the issued capital stock is necessary for this purpose.® Where a corporation is organized to construct an improve- ment which is not located in a single place, the route and termini of the improvement must be designated in the articles, in addition to the statement of the place of its principal office." This applies to railroad, gas, telephone and other similar companies, *Pelton v. Transportation Co., 4Pelton v. Transportation Com- 37 O. S. 450; Mercantile Trust Co. v. Etna Iron Works, 4 C. C. 585. ®G. C., § 5371; Pelton v. Trans- portation Co., 87 O. 8S. 450; See Sims .v. Best: 1°C. C. novs. 41; 15 C. D. 149; Hubbard v. Brush, 61 O: 1S. .252) pany, 37 O. S. 450; Fairbanks Co. v. Wills, 240 U.S. 642, 646, 647. 5 Pelton v. Transportation Com- pany, 37 O. S. 450. *G. ©., §§ 8719, 8720. 7G. C., § 8625; Opins. Atty. Gen. 1919, p. 233. § 21 OHIO PRIVATE CORPORATIONS. 46 §21. Purpose of corporation: Corporations may be or- ganized for any purpose for which individuals may lawfully associate themselves except for carrying on professional business.* The purpose for which a corporation is formed must be clearly stated in the articles. The nature of the business to be transacted must be specified. Where articles of incor- poration do not clearly and definitely set forth the corporate purpose, or where the statement of the purpose is ambiguous, the secretary of state may refuse to file and record the ar- ticles.” It is good practice to state the purpose in general terms. It is improper to attempt to enumerate incidental powers, which are conferred upon the corporation by the general law.’ Single purpose. Except where special provision is made by statute, a corporation can be organized for one main purpose only. Several different classes of business can not be united in one organization.* But several purposes which are incident to the main pur- pose of a corporation may be combined. Thus, a corporation organized for the main purpose of operating a street railway by electricity may also furnish electric light and power.® To carry out the main purpose several means may be joined. A corporation organized to furnish light may, in its articles of incorporation, provide for furnishing both gas and electricity for such purpose.® The secretary of state has refused to file and record ar- ‘ticles of incorporation in which it was attempted to join several purposes which were unrelated to the main purpose. § 22. The capital stock. The number of authorized shares must be stated in the articles of incorporation. Common stock without par value may be provided for, but if the no-par *G. C., § 8623. urpose” doctrine 24 Opinions Attys. Gen. 470; 5 187, paper by teeth 8 0. Opinions Attys. Gen. 969. L. R. 205, paper by CO. T. Lewis. Rep. Atty. Gen. (1909-10) 146 *State v. Taylor, 55 O. 3. 65; “State ex rel. 7. Taylor, 550.8. G. OC. §§ 9134 to 9136 bl a 67-68. For discussion of the “single * Pickard v. Hughey, 58 O. S. 577. 47 ORGANIZATION AND MANAGEMENT. § 23 corporation is to have preferred stock as well, the preferred must have a par value of $5 per share or some multiplie of $5 not exceeding $100.1 The amount of such authorized preferred stock, as well as the number of shares and the par value of each must be stated. If the common stock is to have a par value, the total amount authorized, the number of shares, and the par value of each share must be stated. All preferences and restrictions appertaining to the pre- ferred stock must be specified in the articles.? Considerations relating to the amount and form of the capital stock have been discussed elsewhere.® Where stock has a par value it is usual to make the shares $100 each. Before the enactment of the no-par-value stock law, where stock was to be placed in small amounts among numerous holders, it was sometimes deemed good policy to make the par value of each share $50 or $10. Shares in mining companies were often given a par value of $1 each. One of the objects of the no-par-value stock law was to provide a convenient form for the small investor. § 23. Articles of incorporation. Filing and recording. Articles of incorporation are sent direct to the secretary of state, together with the proper fee. If the instrument is in proper form, and shows compliance with the law, it is the duty of the secretary of state to officially accept, file and record the same. In case of wrongful refusal, mandamus will lie to compel its filing and recording. But where the instrument is defective in form, or where the corporate purpose is illegal, or unauthorized,? or is not clearly stated,* or where it is attempted to unite several different classes of business,‘ or the name of the corporation is misleading, or infringes the name of another corporation,® or the law is not complied with in other respects, it is the 1G. C., § 8728-1. * State v. Laylin, 73 O. S. 90. 2G. C., §§ 8668, 8669. *4 Opinions Attys. Gen. 470. 3 Secs. 11 to 13 above. ‘State v. Taylor, 55 O. S. 61. *State v. Taylor, 55 O. S. 61. 5G. C. § 8628. $24 OHIO PRIVATE CORPORATIONS. 4g duty of the secretary of state to refuse to file and record the same.® Correction of defective articles. Where articles of incorpora- tion are refused acceptance and record, the secretary of state returns the same to the incorporators with an explana- tion of the defects. In such case, it is not proper practice to attempt to alter the original instrument or to correct it by interlineation. A new instrument should be prepared, signed and acknowledged by the incorporators.’ . Effect of filing. The filing and recording of articles of incor- poration do not create the corporation; they are merely au- thority to the incorporators to do so. The business for which the corporation is organized should not be transacted until the requisite stock has been subscribed and paid and the directors chosen.® Certified copy of articles. A certified copy of articles of incorporation, which have been filed and recorded, is fur- nished by the secretary of state to the incorporators. Such copy is by statute made ‘‘prima facie evidence of the exist- ence of the corporation.’”® In appropriation proceedings in addition to such certified copy it is necessary for the corporation to prove the legal and proper organization including the subscription and pay- ment of the requisite stock and the legal election of directors. This would be the safe course to pursue in any case where it is necessary to prove the legal existence of a corporation.?° § 24. Articles of incorporation. Amendments. Articles of incorporation may be amended in the following respects: (1) The corporate name may be changed. (2) The location of the corporation may be changed. (3) The corporate purposes may be modified, enlarged or diminished. *Trust Co. v. Ford, 75 O. &. 335 4G. C ss + _ Ms b ‘ . 8629.. 2 Opinions Attys. Gen. 243. oT : : aye, + 76 8 State v. Insurance Co., 49 0. 8S. O. Se alge. Co Fa fippinnntin d? 440; Cemetery Assn. v. T i Co., 93 0. S. 161. ae 4G ORGANIZATION AND MANAGEMENT. § 25 (4) The number of shares of capital stock may be in- creased or decreased; preferred stock may be pro- vided for, or unissued preferred stock may be dis- pensed with or changed into common stock; unissued common stock may be changed into preferred, or preferences and restrictions of unissued preferred stock may be amended, added to or eliminated; or there may be added matters omitted from the ar- ticles, or which might lawfully have been provided for in the original articles; or unnecessary provi- sions or provisions which might have been originally omitted may be taken out. Limitations. A corporation can not, by amendment, change substantially the original purpose of its organization, nor may the capital stock, by amendment, be increased or diminished. The restrictions upon the selection of the original cor- porate name apply also to a change of name.? Procedure. Amendments to articles of incorporation may be made only at a meeting of the stockholders, by a vote of the owners of at least three-fifths of its capital stock then sub- scribed. For the notices, or waivers of notices, required in connection with the stockholders’ meeting, and for the cer- tificate of amendment to be filed with the secretary of state, sce the forms in the following chapter. § 25. Record or minute book. One book is usually suf- ficient to contain the record of the organization proceedings and also of the proceedings of the stockholders and directors. A loose-leaf book is used to a considerable extent for this purpose, the advantage being that all records and minutes may be typewritten. Formerly loose-leaf books were subject to the objection that the records could be easily changed by the removal of pages and the substitution of others. At the present time loose-leaf books are made for this purpose, with the pages consecutively numbered and permanently marked, so that the risk of substitution is little if any greater than in the case of a bound book. 1G. C. § 8719. § 25 OHIO PRIVATE CORPORATIONS. 50 Many corporations, however, use a bound ‘book, the min- utes being written with pen, or typewritten on thin paper and pasted in the book. In the latter case, substitutions are possible. If, however, each page is attentda by the signa- tures of the president and secretary, no substitution can be made without the aid of such officers. For the purposes of a small corporation a book of 100 pages is adequate. Corporations whose directors hold fre- quent meetings: keep separate books for stockholders and directors minutes. Preparation of organization record in advance. In the case of small and close corporations where the directors, officers and organization details have been agreed upon in advance by the parties in interest, it is a not uncommon practice for attorneys in charge of the incorporation to prepare in ad- vance the entire organization record including the minutes of the first stockholders’ and directors’ meetings and the cer- tificates of stock. By this method the minutes as well as all waivers, certificates, subscriptions, consents, etc., are ready for signature, and the organization proceedings may be con- summated and the record completed with a considerable saving of time. If the meetings are actually held and the formal procedure actually carried out the practice is believed to be valid. Contents of record. Organization proceedings should be recorded in full so that the due and complete organization and legal existence of the corporation may be readily proved, should occasion require. Upon receiving from the secretary of state the certified copy of the articles of incorporation, the record book should be opened. On the title page should be entered, ‘‘Record of proceedings of the Incorporators, Stockholders and Directors ory TRC « auadia «to starters Company.’’ The following matters should be recorded in the order given: Proceedings of incorporators. (1) Copy of the articles of incorporation, with all cer- tificates. 51 ORGANIZATION AND MANAGEMENT. § 26 (2) Order for opening books of subscription, with notice or waiver. (3) Order designating one incorporator to receive pay- ment of first instalment on stock. (4) If the common stock has no par value, an order fixing the consideration to be paid therefor by the sub- scribers. (5) If the stock is to be exempted under the Blue Sky Law on the ground that the stock is to be sold by the corporation, without commission, ete., order for the filing of a statement for the exemption. (6) Subseription agreement. (7) Certificate of subscription. (8) Order for first stockholders’ meeting. (9) Notice, or waiver of notice, of first meeting of stock- holders. Proceedings of stockholders. (1) Minutes of first meeting of stockholders. (2) Regulations. (3) Assent to adoption of regulations. (4) Certificate (by incorporators) of election of direc- tors. Proceedings of directors. (1) Oath of directors. (2) Minutes of first meeting of directors. (3) By-laws. Forms for the above entries are given in detail in the following chapter. All orders, subscriptions, certificates, waivers, ete., should be signed in the record book. This places the record of the entire organization proceedings in a compact and convenient form. § 26. Subscriptions to stock. a. Opening books. After a certified copy of the articles of incorporation is received from the secretary of state the first important duty of the incorporators relates to subscriptions to the capital stock. All of the incorporators need not act. A majority may open the subscription book and sign the certificate of sub- § 26 OHIO PRIVATE CORPORATIONS. 52 scription. But thirty days’ previous notice of the opening of the subscription book must be published where only a majority act. Publication can not be waived unless all of the incorporators sign the waiver.’ If the common stock has no par value, the incorporators should make an order fixing the consideration to be paid therefor by the subscribers.?, No such order is necessary as to par value stock. b. By whom subscriptions received. Before the election of directors, subscriptions are received by the incorporators. After the election of directors, the board has the right to dispose of whatever stock remains unsubseribed.* ce. Compliance with the Blue Sky Law. Whether imcor- porators may legally receive subscriptions without complying with the Blue Sky Law, is a question which has not been settled by judicial decision, and on which there is some differ- ence of opinion among Ohio lawyers.* Incorporators are expressly authorized by the Blue Sky Law to file a certificate for exemption where an issue of stock is to be disposed of without commission at a limited expense 1G. C., § 8631. 2G. C., § 8728-1. 3 Sims yv. Street Railroad Co., 37 O. S. 565. 4Subscriptions obtained by in- corporators probably come within the strict letter of the law, but whether they come within its spirit or reason is doubtful. View that the law does not apply. The inecorporators of a par value stock corporation, pursuing the organization procedure prescribed by statute, merely open a book and the subscribers sign the book for the purpose of providing the corpora- tion with its original funds; the statutory subscription is a necessary part of the corporate organization, which is not.complete until ten per- cent of the stock is subscribed and directors elected. There can be no corporation until there are stock- holders. The Blue Sky Law could not have been intended to affect the original statutory subscriptions, be- cause they are payable at par in cash only, and there are no questions of discount, commission expense, or fraud. See paper by Richard Inglis, 18 0. L. R. 515. View that the law does apply. Under G. C., § 8627, corporate exist- ence begins immediately upon the filing of the articles for the purpose of obtaining subscriptions to stock. For that purpose and until directors are elected, the incorporators are the corporation. They are author- ized to “contract and be contracted with” and, therefore, have author- ity to make a valid contract to pay commissions for obtaining subscrip- tions. Rep. Atty. Gen. 1914, p. 147. Excessive commissions were among the evils which the Blue Sky Law was intended to remedy. 53 ORGANIZATION AND MANAGEMENT. § 26 and no stock of the same issue is to be issued for patents, services, good will, or property not located in Ohio.* If the intention is to exempt the stock on the above ground, it is good policy for the incorporators to file the statement for exemption before receiving subscriptions and thus obviate any possible question of illegality of the subscriptions. If the circumstances are such that the stock is not to be exempted on the ground above mentioned, then the incor- porators should, if possible, comply with the Blue Sky Law.® If it is decided to risk further proceedings without complying with the Blue Sky Law, then the minimum of stock necessary for organization purposes only should be subscribed for, and that preferably by the persons who are to be the first directors. After organization the directors should comply with the Blue Sky Law before disposing of more stock. Because of the widespread belief that the Blue Sky Law does not apply to subscriptions received by the incorporators, the latter course has been followed in many instances, and it is believed that no very serious consequences will ensue unless the corporation belongs to a class authorized to appropriate property and attempts to exercise that power. For other practical purposes the corporate organization is sufficient.’ No one hag been injured. The bulk of the stock has been cer- tified or its exemption informally approved before disposition. Even if the courts should decide that the Blue Sky Law applies to organization subscriptions, the subscribers, under such cir- cumstances, being the directors who authorized subsequent sales of the stock to others, could not repudiate their own sub- seriptions.® d. Formal requisites of subscriptions. A subscription for stock must be in writing. A verbal agreement to take shares is not enforceable, in the absence of facts constituting an estoppel.® The subscription need not be made in the book provided by ‘the incorporators. A subscription on a separate paper is 5G. C., § 6373-2(f). See Sec. 15 8 See 13 Corpus Juris, 499 to 501. above. 9 Fanning v. Insurance Co., 37 O. 6 See Sec. 15 above. S. 339; Hanes v. Dayton, etc, R. 7Kardo Co. v. Adams, 231 Fed. R. Co., 40 0. S. 98. 950; 14 0. L. R. 233. § 26 OHIO PRIVATE CORPORATIONS. 54 valid.1° The subscription need not contain a statement of the times of payment, as payment is provided for by the statute.1? e. Ten percent payable with subscription. An instalment of ten percent on each share is payable at the time the sub- scription is made. The incorporators are authorized to re- ceive payment of this instalment.’? It is good practice for the incorporators to designate one of their number, by an order entered in the record of their proceedings, to receive payment.'* Payment is frequently made in the form of certified checks payable to the order of the corporation, which are turned over to the treasurer of the corporation upon his election. f. Medium of payment. The incorporators of a corpora- tion with par-value common stock are authorized to receive money, but no other kind of property, in payment of the first instalment.** Where the common stock is no-par-value stock, subscriptions may be received therefor ‘‘for such consideration as may be decided upon by a majority of the incorporators at the time of ordering books to be opened for subscription.’ g. Lffect of nonpayment. A subscriber who has not paid the first instalment of ten percent may be excluded from vot- ing at elections for directors.?° But failure to pay the first instalment does not release the subscriber from liability on his subscription.” Incorporators of a par-value stock corporation may render themselves liable if they certify to the secretary of state that ten percent of the capital stock is subscribed, before ten per- cent of each subscription has been paid. 10 Ashtabula Co. v. Smith, 15 0. 1 Disney 96; See Gates v. Tippe- S. 328. canoe Stone Co., 57 O. S. 74. 11 Chamberlain v. R. R. Co., 15 15G. C., § 8728-1. O. S. 225, 249; Ashtabula, ete. R. 16 G. C., § 8636; Queen City Tele- R. Co. v. Smith, 15 O. S, 328, 336. phone Co, v. Cincinnati, 73 O. 'S. 77. 12 Sims v. Street Railroad Co., 37 17 Henry v. Vermillion R. R. Co., O. S. 565. ; 17 Ohio 187; See Chamberlain v. R. “ee ae ee ees Tele- R. Co., 15 O. S. 225, 249; Ashtabula one Co., Eins, 9, 364; Rab! os . Vv. Smi 15 L. D. 43; affirmed 73°0. S'64 Boge: O@ % Smith, 15 0. 8.826, 14 Dayton, etc., R. Co, v. Hatch, 18 Hessler v. Cleveland Punch & Shear Works, 61 O. S. 621. 55 ORGANIZATION AND MANAGEMENT. § 26 h. Release or withdrawal. The incorporators being author- ized to receive subscriptions, a subscription received by the incorporators after books have been opened is binding.'® Such subscriptions should be distinguished from subscrip- tions made before articles of incorporation have been filed, which have been held to be lacking in mutuality and not enforceable.”° A subscription received by the incorporators is a contract, which can not be dissolved without the consent of both par- ties. The subscriber can not relieve himself from lability by attempting to withdraw or cancel his subscription. The cor- poration can not release the subscriber to the prejudice of any intervening creditor.”! Directors have no power to release or cancel a subscrip- tion, except with the unanimous consent of the other sub- seribers.”” But the directors may compromise with and release a subscriber where there is a controversy as to his liability, or where the subscriber is insolvent.?° Subscriptions obtained through fraud by promoters or representatives of a corporation may be rescinded, if the subscriber acts promptly upon discovery of the fraud.?+ i. Payment. As already stated, ten percent on each share is payable to the incorporators when the subscription is made. The balance is payable as required by the directors,2® who may require the entire amount to be paid immediately, or may levy assessments as money is needed for the purposes of the corporation. Directors have power to accept property in payment of such balance. After the first instalment of ten percent has been paid, nothing is due on a subscription until a call has been made 19 Milford Turnpike Co. v. Brush, 10 Ohio 118, 114; Ashtabula R. R. Co. v. Smith, 15 O. S. 334, 336. 20 Dayton Co. v. Coy, 13 0. S. 84, 91. 21 Gaff v. Flesher, 33 O. S. 107; Royce & Pulling v. Tyler, 2 ©. ©. 175; 1 C. D. 428; Niles v. Olszak, 87 O. S, 229, 22 Cook on Corporations, §§ 168, 169; See Warner v. Callender, 20 O. S. 198; Royce & Pulling v. Tyler, 2, C..C. 187; 1-C. -D, 428, 23 Cook on Corporations, § 171; Warner v. Callender, 20 O. S. 198. 24 See Armstrong v. Karshner, 47 O. S. 294; Nugent v. R. R. Co., 2 Dis. 302; Jewett v. Railway, 34 O. S. 609. 25G. C., § 8632. § 27 OHIO PRIVATE CORPORATIONS. 56 by the directors specifying the person to whom, and the time and place where the instalment is payable.”® A suit to collect an instalment can not be brought until sixty days after the time of payment designated in the call.?’ Where subscriptions are paid by instalments it is cus- tomary to issue transferable receipts for payments, the re- ceipts being exchanged for certificates of stock when all the instalments are paid. §27. Certificate of subscription. Liability of incorpora- tors. As soon as ten percent of the capital stock has been subscribed or, in the case of a no-par-value stock corporation, when five or more persons have subscribed for at least one share each, and in either case when ten percent has been paid on each share so. subscribed for, it is the duty of the incor- porators, or a majority of them, to so certify in writing to the secretary of state. A blank form of such certificate is furnished to the incorporators by the secretary of state. Incorporators sometimes fail to appreciate the full sig- nificance of the certificate of subscription, as, in the form ' provided, no mention is made of payment. Incorporators are liable for the amount of any deficiency in the actual payment of ten percent on each share of stock subscribed for.* In other words, by signing a certificate of subscription, incorporators become guarantors of the corporation to future creditors. This liability is a security for the creditors of the corporation, and may be enforced by creditors although they have no knowledge of the certificate.? It is not difficult for incorporators to effectually guard against liability. They may, by order entered on the record of proceedings, designate one of their number to receive payment of the first instalment; and may refuse to accept any subscription unless the first instalment accompanies it. It is probable that incorporators may refuse to call the first meeting of stockholders until the requisite sum is in the possession of the designated incorporator. If a first 26G. C., § 8632; Rail d : 2 ; Fink, 41 O. S. 329. uroad. Co. :¥ Hessler v. Cleveland Punch & Shear Works Co., 61 O. S. 621; 27, ©, § 8674. z | 8. 621; Seis 5 863 Ns Ames v. McGaughey, 88 O. 8. 297. 57 ORGANIZATION AND MANAGEMENT. § 28 meeting is called, the incorporators have the right to act as inspectors or tellers of the first election of directors and may refuse to permit a subscriber to vote until he has paid the first instalment.* All of the incorporators need not sign the certificate of subscription. A majority is sufficient. In the case of corporations organized under the no-par-value stock Jaw, the incorporators are merely required to certify that not less than five persons have subscribed for at least one share each and paid ten percent on each share subscribed for.‘ Avoiding liability of incorporators under large capitalization. Where it is desired to issue a large part of the stock (of a corporation having common stock with par value) for property and to pay in the least possible cash for stock, a practice sometimes followed is to originally organize with a small capital stock, one-tenth of which is paid in cash. After organization the capital stock is increased to the desired amount. Incorporators have nothing to do with the increase, their duties and functions having ended with the organization and election of directors. All the increased stock is subse- quently issued for property by the directors. § 28. First meeting of stockholders. The first meeting of stockholders is called by the incorporators after ten per- cent of the capital stock has-been subscribed. This meeting should be held within the state.2 A notice of such meeting is required to be published thirty days before the time designated, but the notice may be, and in practice almost invariably is, waived in writing by all of the subscribers.? For the routine of the first meeting of stockholders, see Forms in the chapter following. The important business transacted at the first meeting consists of (1) the adoption of regulations, and (2) the elec- tion of directors. *G. C. § 8636; Cincinnati v. 1Myers v. Manhattan Bank, 20 Queen City Telephone Co., 2 N. P. Ohio 283; Cook on Corporations, n. Ss. 364; 15 L. D. 43; affirmed § 589. 73 0. S. 64. TG CoS S680. 4G. C., § 8728-2. § 29 OHIO PRIVATE CORPORATIONS. 58 § 29. Regulations. a. Distinguished from by-laws. Pro- visions are contained in the Ohio statutes for regulations, which are adopted by the stockholders for the government of the corporation and for by-laws which are adopted by the directors for the government of the directors.’ In many states the corporation laws provide for by-laws only, which are adopted by the stockholders and correspond to the regulations of an Ohio corporation. A corporation is not required to adopt regulations, but a carefully prepared code of regulations is important, as it provides for many details which would otherwise, in all probability, be entirely omitted. Regulations must be consistent with the constitution and laws of the state. Regulations are intended to supplement the general provisions of the statutes and to provide per- manent rules relating to the administration of the affairs of a corporation, and also relating to organization, in matters of detail. - b. Provisions in. Certain matters are specified by statute,’ as proper subjects to be provided for in the regulations. | It seems that there is no authority to make regulations upon other subjects, although other regulations have been sus- tained as contracts.’ The number of directors is fixed by the stockholders, within the statutory limitation that the number shall not be less than five nor more than thirty. As a matter of con- venience the determination of the number of directors 1s usually in the form of a provision in the regulations. Where the regulations provide that more than a majority vote is necessary for amendments thereto,* the provision relating to the number of directors should be omitted from the regula- tions, and a separate resolution should be passed fixing the number. By statute, the number of directors may be changed by a vote of a majority of the stock at a stockholders’ meet- 1State v. Kreutzer, 100 O. S. * Nicholson v. Franklin Brewing 246; State v. Burial Assn., 8 C. C. Co., 82 0. S. 94, 110, 111. n, s. 248; 18 C. D. 397. *Wangerien v. Aspell, 47 O. S. 7G. C. § 8704. 260. 59 ORGANIZATION AND MANAGEMENT. § 29 ing. For customary provisions of regulations, see Forms in the following chapter. c. Directors and officers, regulations relating to. Stock- holders are authorized by statute to provide in the regula- tions for (a) ‘‘the duties and compensation of officers’? and (b) ‘‘the manner of election, or appointment, and the tenure of office, of all officers other than the trustees or directors.’”¢ This confers important rights upon the stockholders, viz., the right to control (1) the salaries, (2) and duties of of- ficers, and (3) the election and term of subordinate officers.” A complaint sometimes made against the management of corporations, is that dividends are improperly diminished by the payment of extravagant salaries to the officers. The stockholders, through appropriate regulations, may remove the temptation to such abuse of power by the direc- tors. It is sometimes provided in regulations that each director shall receive a certain sum (ranging from $1 to $20) for his attendance at any directors’ meeting, and that he shall receive no other compensation as director. The salaries of other officers may be specified in the regu- lations; or it may be provided that such salaries shall be fixed yearly in advance by the stockholders at the annual meeting. Or the regulations may merely place maximum limits on salaries, leaving the exact amount to be determined by the directors. In the absence of regulations on the subject, the presi- dent, vice-president, secretary, treasurer and other subordi- nate officers are chosen by the board of directors. Stock- holders may, in the regulations, reserve the right to elect all of such officers,® with the exception of the president.!° This right is infrequently exercised except in the case of the secretary. As these officers perform their duties un- der the supervision of the directors, it is generally deemed °G. C. § 8665. *Dissette v. Publishing Co., 9 C. °G. C. § 8704; Morris v. Griffith, C. n. s. 118: 19 C.D. 168; Cook 34 W. L. B. 191. on Corporations, § 657. ; "Belting Co. v. Gibson, 68 O. S. °G. C. § 8704. st Morris v. Griffith, 34 W. L. “G. C. § 8664. . 191 § 30 OHIO PRIVATE CORPORATIONS. 60 better policy to lodge the appointing power in the directors also. d. How adopted. Regulations may be adopted, or amended, by the written assent of two-thirds of the stockholders, or by a majority of the stockholders at a meeting called for the purpose.** § 30. Election of directors. a. Qualifications and terms of office. All directors must be the holders of stock in the cor- poraticn in an amount to be fixed by the by-laws, and a majority of the directors must be citizens of Ohio." The voting at elections for directors must be by ballot. Directors elected at the first meeting of stockholders hold office until the next annual election, or until their successors are elected and qualified. Thereafter directors are elected for the term of one year.’ b. The procedure at elections is usually as follows: Nomi- nations are called for by the presiding officer. When the nominations are closed, if there is a contest, tellers or in- spectors of election are chosen, who take charge of the bal- loting. If there is no contest, the secretary or some other officer may be instructed by motion to cast the ballot of all stock- holders present for the persons nominated. If there is a contest resulting in a tie on the first ballot, the stockholders have a right to ask for successive ballots until it is demonstrated that further balloting is futile.* e. Tellers or inspectors of election. Stockholders are entitled to have the election conducted by tellers or inspectors of election. Where such officials are appointed, they, and not the president or chairman of the meeting, have the right to decide who may vote. At the first election of directors the incorporators have a right to act as tellers or inspectors of election.* 4G. C. § 8703. *G. C. § 8661. 2State v. Clough, 18 C. C. n.'s. 509; aff'd no rep... 88 O. S. 590; Toledo Co. v, Smith, 205 Fed. 643, 647; Lutterby v. Brewing Co., 12 L. D. 67. For term of office of directors of Building and Loan and certain Insurance Companies, see G. C., §§§ 9646. 9515. 3\State v. DuBrul, 100 O. 8. 272. 4G. C., § 8637; Queen City Tele- phone Co. v. Cincinnati, 2 N. P. n. s. 864; 15 Low. D. 43 d 73. 0.'8. 64), seri 61 ORGANIZATION AND MANAGEMENT. § 30 At subsequent elections the right to choose: the inspectors is vested in the stockholders, and not in the directors.® Upon application by stockholders owning at least a one- tenth interest in the stock of a corporation, made prior to a stockholders’ meeting, a court of common pleas may ap- point three disinterested inspectors of election.* d. Who may vote. In general, only persons who appear as stockholders on the books of the corporation are entitled to vote, in person or by proxy, at stockholders’ meetings. The officers in charge of the election are governed by the stock books of the corporation. They can not take notice of the rights of third persons in the stock, nor can they refuse to permit a registered stockholder to vote." It is sometimes provided in the corporate regulations that only those persons may vote who appear on the books as stockholders for a certain period, usually ten days, prior to the meeting.® Where stock ig transferred during such period, it is cus- tomary for the transferrer to give a proxy enabling the transferee to vote at the meeting. No person may vote on any stock on which an instalment is due and unpaid.® Holders of preferred stock may vote unless by the terms of its issue the voting right is withheld. e. Proxies. Where a stockholder, in writing, authorizes an- Other person to vote his stock at one or more stockholders’ meetings, the written authorization is called a ‘‘proxy.’’ The term ‘‘proxy’’ is also applied to the person to whom the au- thority is given. A proxy may usually be revoked at any time by the stock- holder, although by its terms it is ‘‘irrevocable.’’!? 5 State v. Merchant, 37 O. S. 251. 11 Griffith v. Jewett, 15 W. L. B. 8G. C., §§ 8640 to 8645. 419. But where an “irrevocable” 7 Hafer v. Railway Co., 14 W. L. proxy is given as a condition to B. 68, 72 (1885); Franklin Bank loans being made to the corpora- v. Commercial Bank, 36 O. 8. 355 tion and additional capital raised, (1881); See G. C. §§ 8642, 8643. the stockholder and his assigns may 8 See G. C., § 8642. not be entitled to revoke it. Craig 9G. C., § 8636. v. Furnace Co., 19. N. P. n.s. 545. 10 State v. Urschel, 104 O. \S. 172. 30 | OHIO PRIVATE CORPORATIONS. 62 A stockholder who attends the meeting is entitled to vote, although he has given a proxy. Proxies are usually unrestricted, and in such case, the holder of the proxy may vote as he deems best.” But a proxy may designate the candidates for whom the votes shall be cast, and such a proxy does not authorize its holder to vote on any cther question, even on a motion to adjourn the meeting.** An executor is not authorized to give an unrestricted proxy. To be valid it must give express instructions for whom the votes are to be cast, leaving no discretion to the holder of the proxy.1* An officer or director of the corporation may act as proxy.” A regulation of the corporation requiring proxies to be deposited with the secretary at least one day before the time set for the meeting is valid.*® f. Cumulative voting. A stockholder in an Ohio corporation has the right to cast his votes under the so-called cumulative system. He may vote ‘‘the number of shares owned by him for as many persons as there are directors to be elected, or cumulate said shares and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock equals, or . . . distribute them on the same principle among as many candidates as he thinks it. 22% Cumulative voting is authorized for the purpose of en- . abling minority stockholders to seeure representation on the board of directors. For each director to be elected a stockholder is entitled to one vote per share of stock registered in his name on the books of the corporation. Under the cumulative system a stockholder may cast all of his votes for one candidate, or he may divide them among a part, or all, of the candidates. Where there are five directors, a person owning one share is entitled to five votes, all of which may be cast for one candidate. Or one vote may be east for each of five candi- 12 Burch v. Coan, 17 L. D. 717. 15 Rep. Atty. Gen. 1912, p. 681. 13 State v. McIntosh, 23 C. C. n. 8. 16 Rep. Atty. Gen. 1913, p. 798. 305, 17G. C., § 8636. 14 State v. Voight, 2 Ohio App. 145;.17.C. C. n. s, 448. 63 ORGANIZATION AND MANAGEMENT § 31 dates, or the votes may be divided among the candidates in any other other manner desired. If 500 shares of stock have been issued and are repre- sented at a stockholders’ meeting at which five directors are to be elected, a minority which controls 85 shares is enabled, under the cumulative system, to elect one director. The 85 shares are entitled to 425 votes. The balance of 415 shares is entitled to 2,075 votes. If the 425 minority votes are cast solidly for one candidate, it is impossible for the majority to defeat him. Under the cumulative system it is impossible for a minor- ity to obtain control of the board of directors, if the ma- jority act together and cumulate their votes. But if the majority scatter their votes, a strong minority of stock- holders may be able to secure a majority of the board." | Stockholders may cumulate their votes not only on the first ballot, but on successive ballots so long as any directors remain to be elected.?9 §31. Regular meetings of stockholders. a. When held. An annual meeting of stockholders is usually provided for in the regulations, which specify the time, place and manner of calling and conducting the meeting and for the number of stockholders necessary to constitute a quorum. In the absence of a regulation on the subject, the annual meeting should be held on the first Monday in January of © each year.” Meetings of stockholders should be held within the State. b. Notice. Where the time and place of the annual meet: ing are provided for in the regulations, notice of the meet- ing, or of the business to be transacted, is not required to be given unless the regulations provide for notice.? Regulations sometimes require notice to be mailed to the stockholders, but stipulate that failure to give the notice shall not invalidate proceedings at the meeting. Under such a 18 State v. DuBrul, 100 O. S. 272; 1 State v. Kreutzer, 100 O. S. 246; Schwartz v. State, 61 O. S. 497. State ex rel. v. Shaw, 103 O. S. 660. 19 State v. DuBrul, 100 O. S. 272. 2G. C., § 8647. 3 State v. Kreutzer, 100 O. S. 246. § 31 OHIO PRIVATE CORPORATIONS. 64 regulation, failure to give notice does not invalidate an elec- tion.* The better practice, however, is to mail notices of all annual meetings. The notices should be signed by the secre- tary and a copy preserved, with the date of mailing. If any business, other than the routine of the annual meeting, is to be considered at the meeting, it is prudent to mention it in the notice. ce. Closing of stock records. It is sometimes provided in the regulations that only those persons may vote who appear as stockholders on the stock books for a certain number of days before the meeting. Where the regulations contain such a provision it is customary to so state in the notice. This provision is not, in effect, a closing of the transfer books. Transfers of stock may be made at any time, but the transferee can not vote as a stockholder unless the trans- ferrer gives a proxy enabling the transferee to vote at the meeting. d. Presiditg officer. The regulations usually provide that the president shall preside at meetings of the stock- holders, and that the secretary shall keep a record of the proceedings of stockholders. In the absence of the president, the vice-president should preside. In the absence of both president and vice-president, a chairman of the meeting should be chosen by the stockholders. In the absence of the secretary, a secretary pro tem should be chosen. e. Quorum. A quorum at a stockholders’ meeting is the number of shares of stock necessary to be represented by the holders, or proxies, in order that business may legally be transacted. This is usually provided for in the regulations, the customary requirement being a majority of the stock issued and outstanding. If there is no regulation on the subject, the stockholders present in person or by proxy, at a duly called meeting, may transact the business of that meeting although a ma- jority of the stock is not represented.® 4 State v. Kreutzer, 100 O. S. 246. 5 Lutterby v. Herancourt Brew- ing Co., 12 L. D. 67; 72, 73. 65 ORGANIZATION AND MANAGEMENT. § 31 Where a quorum is required by the regulations, it is im- portant to determine at the outset of the meeting, whether a quorum is present. This may be ascertained by a roll call, or by requesting the stockholders and holders of proxies to report to the secretary. Proxies should be filed with the secretary. If a quorum is present, that fact should be noted on the minutes. If a quorum is not present, the meeting may be ad- journed to a specified time when, if a quorum is secured, the meeting may proceed. Adjournment should be by action of the stockholders present. f. Procedure at meetings. Stockholders’ meetings are usually conducted according to the rules of parliamentary law. It is sometimes provided in the regulations that meetings shall be conducted according to Robert’s Rules of Order or some other handbook on parliamentary law. g. The order of business at stockholders’ meetings is usually prescribed in the regulations as follows: (1). Reading of minutes. The minutes of the preceding annual meeting, and of all special meetings of the stock- holders held subsequent thereto, should be read by the secre- - tary. This is ngt always an unimportant part of the meeting. As minutes are proper evidence of the proceedings,® all in- complete or ambiguous statements, or errors, should be cor- rected before the minutes are approved. The record, or form of statement of the previous proceedings, is approved by an approval of minutes at a subsequent meeting.’ (2). Reading of reports and statements. Reports are fre- quently made by the president, treasurer, and sometimes by other officers. After being read, the reports may, on motion, be ordered received and placed on file. Some reports may properly be referred to special committees or to the incoming board of directors for attention. (3). Unfinished business. This includes matters etith may have been considered at previous meetings, but not disposed 6 Cook on Corporations, § 714. 7 Bank v. Iron Co., 30 W. L:.B. 382, § 32 OHIO PRIVATE CORPORATIONS. 66 of and also matters which have been referred to committees for attention. (4). The election of directors has been discussed elsewhere in this chapter. (5). New or miscellaneous business. | (6). Adjournment. The meeting may on motion be ad- journed sine die, or to a definite time. An adjourned meet- ing is merely a continuation of the original meeting and no- tice of the adjourned meeting need not be given to the stock- holders.2 Adjournment should be by action of a majority of the shares represented at the meeting.® The directors have no power to postpone or adjourn a meeting.’° Where an annual meeting has been adjourned, the stock- holders can not legally call a special meeting during the interim between the original meeting and the adjourned ses- sion.'? §32. Special meetings of the stockholders. Unless waived by all stockholders of the corporation, two prelimi- naries are required for a special meeting of stockholders. (1) The meeting must be ordered or called by competent authority, and (2) Notice, specifying the time, place and object of the meeting must be given to all stockholders. It is frequently provided in the regulations (1) that spe- cial meetings may be called by the board of directors or by a certain number of stockholders, and (2) that notice of the meeting may be given to the stockholders by mail. No business can be legally transacted at a special meet- ing except that which is specified in the call and notice of the meeting. Where a special meeting is held by consent of all the stockholders these rules do not apply. -As a precautionary measure in such cases a waiver should be signed by all stock- holders. There are numerous statutory provisions for stockholders’ meetings to take action on special matters. The provisions 8 State v. Bonnell, 35 O. S. 10; 10 State v. Kreutzer, 100 O. S. 246. State v. Kreutzer, 100 O. S. 246. 11 State ex rel. v. Shaw, 103 O. S. 9 State ex rel. v. Shaw, 103 0. S. 660. 660. 67 ORGANIZATION AND MANAGEMENT. § 33 of the statute relating to the call for and notice of the meet- ing should be carefully followed in each case. Among the subjects specially provided for are the following: election of directors where, for any cause, directors have not been elected at the regular meeting; change in the number of directors; amendment of the articles of incorporation; amendment of the regulations; increase of capital stock; sale of entire assets of the corporation, and dissolution of the corporation. 5 § 33. Minutes. The minutes of stockholders’ meetings do not differ materially from the minutes of directors’ meet- ings, except that the names of the directors present at the meeting are entered in the minutes, which is not the usual practice in making up the minutes of stockholders’ meetings. Matters are properly brought before a meeting in the form of motions or resolutions. Important matters are usu- ally presented in the form of written resolutions. Other matters are brought up by motion, usually presented orally. During a meeting the secretary, as a rule, takes notes of the proceedings and subsequently from his notes writes out the minutes in full. It is advisable to make up the full minutes within a short time after the meeting, before the circumstances are forgotten. All motions and resolutions passed upon should be re- corded in the minutes with the action taken thereon, whether favorable or adverse. It is not customary to mention the names of the persons by whom motions are made; but the names of the persons by whom important resolutions are offered are usually entered. As motions are made verbally, care should be taken by the secretary to enter accurately the substance of every motion. When the secretary is in doubt as to the meaning of a motion, the person making it may be requested to re- peat his motion, or to make it in writing. The discussions over motions and resolutions are usually not entered, although the names of persons taking part in the debate are sometimes mentioned. « § 34 OHIO PRIVATE CORPORATIONS. 68 Reports, contracts and other instruments are frequently presented and acted upon at corporate meetings. Where the matter is important the document should be copied into the minutes. In other cases it is sufficient to describe the instru- ment so as to identify it, and to file the original. Specimens and forms of minutes are given in the following chapter. § 34. Directors. a. Qualifications. A majority of the directors must be citizens of Ohio, and all directors must be holders of stock in the amount fixed by the by-laws.* A person not a stockholder may be elected a director and may, after election, qualify himself by acquiring stock.’ Where a director ceases to own stock, but continues to act as a director, he may be recognized as a de facto director and his acts as to third persons held valid.’ A person is not properly qualified where a share of stock is issued in his name merely for qualifying purposes, he indorsing and delivering the certificate of stock to the real owner, or agreeing to do so on demand.* But stock may be given out- right to a person for the purpose of qualifying him as a director,” and a director may hold his shares in trust, where there is no agreement that the stock is held merely for qualify- ing purposes to be surrendered on demand.° An oath, faithfully to discharge his duties as director, is required to be taken by each director before entering upon his duties.” b. Interlocking directors. The Clayton Act, passed by Congress in 1914, provides that ‘‘no person at the same time shall be a director in any two or more corporations, any one of which has capital, surplus, and undivided profits aggrega- ting more than $1,000,000, engaged in whole or part. in *G. C. § 8661. : C. C. n. s. 305; Bartholomew v. *Greenough yv. Railroad Co., 64 Bentley, 1 0, 8. 37. Fed. Rep. 22, 5 Cemetery Assn. v. Traction Co., *Campbell Printing Press Co. v. 930. S. 161. Belman Bros. Co., 11 C. C. 360; 6 Kardo Co. v. Adams, 231 Fed. 5 C. D. 389. 950; 14 O. L. R. 228. 4Cemetery Assn. v. Traction Co., 7G. C., § 8663. 93 O. S. 161; State v. McIntosh, 23 69 ORGANIZATION AND MANAGEMENT. § 34 [interstate] commerce * * * if such corporations are or shall have been theretofore, by virtue of their business and location of operation, competitors, so that the elimination of competition between them would constitute a violation of * * * the anti-trust law.’’ Interlocking directors of certain banks are also prohibited by the Clayton Act. ce. Number. The number of directors of a corporation is fixed by the holders of a majority of its stock, within the statutory limitation that the number must be not less than five nor more than thirty.’ Within the same limitations, the number of dinabees may be changed at a regular or special meeting of the stockhold- ers. When majority stockholders become dissatisfied they may bring about a change in the policy of management by increasing the number of directors at a special meeting of, stockholders.® A director can not be ousted from his office by a decrease in the number of directors. -In other words, a decrease in the number of directors does not become effective. until the expiration of the terms of the directors then serving. In practice the minimum number is usually the most satisfactory for small corporations. Where the stock of a corporation is equally divided between two separate inter- ests, the number of directors is sometimes fixed at six, or some other even number, so that each interest may have an equal representation on the board. In the case of large corporations, especially consolidated companies, a large directorate is not infrequently chosen in order that several interests may be represented on the board. Where the number of directors is large, the work of the board is performed, to a considerable extent, through com- mittees. d. Term. The term of directors chosen at the first election continues until the time fixed for the annual election.2° 8G. C., § 8635. re Griffing Iron Co., 63 N. J. L. 9G. C., § 8665; Gold Bluff, ete, 168, 357. Co. v. Whitlock, 75 Conn. 669; In 10 G. C.,. § 8635. § 34 OHIO PRIVATE CORPORATIONS. 70 Thereafter directors are elected for one year.” If no election is held at the time fixed for the an- nual meeting, or if an attempted election is invalid, the di- rectors previously elected hold over and continue in office until their successors are properly elected and qualified.” e. Vacancies on the board of directors caused by death, res. ignation, disqualification, ete., may be filled by the remaining directors, unless the by-laws otherwise provide.** f. Meetings* Individual directors, as such, have no au- thority to represent the ‘corporation. To bind the corpora- tion the directors must act together as a board.*° Regular meetings of the board are usually provided for in the by-laws, to be held monthly or quarterly. No notice of reeular meetings need be given to the directors unless notice is required by the regulations or by-laws.*® Notice of special meetings should in general be given all directors. But transactions at special meetings within the powers of the board of directors have been upheld, where a quorum was present, although a minority of the board were not personally notified of the meeting and were absent, but no objection was subsequently made by the absent members.” Notice of a special meeting may be waived by all direc- tors. Where all the directors attend a meeting, failure to give notice does not invalidate the proceedings of the meeting, although notice is required by the by-laws. g. Quorum. A majority of the entire board of directbrs constitutes a quorum.*® 11 State v. Clough, 18 C. C. n. s. 509; aff’d no rep. 88 O. S. 590; Toledo Co. v. Smith, 205 Fed. 643, 647; Lutterby v. Brewing Co., 12 L. D. 67. The terms of directors of Building and Loan, certain In- surance and other Companies, may in the regulations or by-laws, be fixed at from one to three years. G. C., §§ 9646, 9515. 12 State v. Bonnell, 35 O. 8S. 10, 17; State v. Smalley, 7 C. C. 400; 4 C. D. 653. 13G. C., § 8662. 14For proceedings at the first meeting of directors and for speci- - men minutes of other directors meetings including notices, waivers, ete., see Forms. 15 MecCortle v. Bates, 29 O. S. 422; State v, Peoples Assn., 42 O. S. 583; Belting Co. v. Gibson, 68 O. S. 442, 449, 16 State v. Clough, 18 C. C, n. 8. 509; aff’d no rep. 88 O. S. 590; State v. Kreutzer, 100 O. S. 246; State v, Bonnell, 35 O. S. 15. 17 Bank v. Flour Co., 41 O. S. 552, 559. 18G. C., § 8664, val ORGANIZATION AND MANAGEMENT. § 34 Directors must be present in person. A director can not act by proxy.*® Where a quorum is assembled, a majority of those pres- ent may bind the board and the corporation, although they constitute a minority of the entire board.” The acts of directors at a meeting at which a quorum is not present are voidable, but may be ratified by the ac- quiescence of the full board.*+ A director who is personally interested in a contract to be authorized at a meeting is disqualified and should not be counted in determining whether a quorum is present.” h. Minutes. The minutes of directors’ meetings do not differ materially from the minutes of the meetings of stockholders. Where important business is transacted at a meeting, a practice sometimes follewed is to insert below the minutes an approval thereof signed by all the directors. i. Compensation. If the compensation of directors is pro- vided for in the regulations of the corporation, directors are not entitled to additional compensation without the consent of the stockholders. Where no provision for compensation -is made in the regulations, directors are probably entitled to reasonable compensation for their time and reimbursement for the expense incurred in attending meetings.** A director, who is also elected or appointed an executive officer of the corporation is entitled to reasonable compen- sation for his services as such officer although no agreement was made in advance regarding compensation, where the cir. cumstances show that the intention of both parties was thai he should be paid.2* Where the regulations authorize the directors to fix the salaries of the executive officers, the action of a director in voting to increase his salary as an executive 19 Bank v. Iron Co., 30 W. L. B. 22 Remelin v. Bumiller, 16 N. P. 382. Ni. 8.822. 20 Kalb v. American Nat’l Bank, 23 State v. Peoples, etc., Assn., 42 21 C. C. 1, 7, 8; 11 C. D. 487; aff'd O. S. 579, 583; Cook on Corpora- 65 O. S. 566. tions, § 657. 21 Rolling Stock Co. v. Railroad, 24 Dalton v. Brush Electric Light 34 0. S. 450. Co.3 13°C) C5055 7 C.D 141, § 34 OHIO PRIVATE CORPORATIONS. a) officer does not invalidate the action of the board,”® unless the salaries are excessive under the circumstances.”° Where directors have accepted compensation for a period of service they can not subsequently vote themselves ‘‘back pay’’ for the same period.” j. Resignation. A director has the right to resign at any time.?* His resignation may be oral or in writing. It is doubtful whether ‘all the directors can resign at one time leaving the corporation helpless. k. Powers. The corporate powers, business and property of corporations are exercised, conducted and controlled by the board of directors. Within the limitations of the articles of incorporation, and the regulations of the corporation, the board of direc- tors is supreme in the management of jts affairs.*° By express statutory provision, certain acts of unusual importance, such as a sale of the entire assets and property of the corporation, and the issuance of convertible bonds, are required to be ratified by stockholders. It has already been stated that directors must act to- gether as a board. One director as such has no authority to represent the corporation. The business transactions of the corporation are carried out through the executive officers or other agents; but the authority of such officers and agents must be traced to the board of directors in all cases, except where the officers’ authority has been defined by the stock- holders in the regulations.*° The. executive officers and other agents are chosen by the board of directors, unless by the regulations the stockholders have reserved the right to select them. Directors are eligible to become executive officers.* 1. Dvrectors’ contracts with corporation. Although a con- tract made by a corporation with a. director, who partici- 25 Kirn v. Plumbing Co., 12 Ohio App. 55; 31 0. C. A. 47; Motion to certify record overruled 17 O. L. R..1392. 26 Wright v. Heublein, 238 Fed. 321; affirming 227 Fed. 667. 27 State v. Peoples, ete., Assn., 42 O. S. 579. 28 Briggs v. Spaulding, 141 U., S. 1382, 154, 29 Bradford Belting Co. v. Gibson, 68 O. S. 442. 80 Bradford Belting Co, v. Gibson, 68 O. S. 442. 81 Dalton v. Brush Electrie Light Co., 13 C. C. 505; 7 C. D. 141. 73 ORGANIZATION AND MANAGEMENT. § 34 pated in the directors’ meeting at which the contract was authorized, is not. wholly void,** yet it may be avoided by the corporation upon a showing of its unfairness. It is the duty of a director to act in entire good faith, and to have no per- sonal interest adverse to the corporation. He should refrain from making personal contracts which will restrict him in the free exercise of his judgment. An agreement by a director with reference to his official action (such, for instance, as an agreement that dividends will be declared and paid by the corporation), based upon a consideration personal to himself, is illegal and unenforceable.** Where contracts between the corporation and a director, including the fixing of the salary of a director for serving as an executive officer, come before the board for action, the better practice is for the interested director to refrain from voting, and for the minutes to so indicate. m. By-laws. Directors may adopt by-laws for their govern- ment, consistent with the laws of the State and the regula- tions adopted by the stockholders.** n. Power to issue stock for property. A corporation may exchange its stock for property. The board of directors has power (a) to accept property in payment of original stock subscriptions, except the part re- quired to be paid in cash, (b) to exchange for property any stock which remains unissued after organization, and (c) upon an increase of the capital stock to exchange for prop- erty that part of the increased stock which is not subscribed for by existing stockholders. Directors may accept property in payment of such subscriptions by existing stockholders. The general rules of law governing such transactions re- quire (1) that the property be taken at a fair valuation; (2) that the directors have no personal interest in the prop- erty or transaction; (3) that the directors act in good faith, 82 Rolling Stock Co. v. Railroad, 84G. C., § 8702, 34 0.8. 450; Kirn v. Plumbing Co., 35 Gates v. Tippecanoe Stone Co., 12 Ohio App. 55; 310. C, A, 473. 57.0. §. 75; Orton v. Edson, ete., motion = certify record overruled Co., 5 OC, C. n. s. 540; 17 GC. D- 107; 17 O. L. 392. affirmed 75 O. 8. 580. 33 Phas v. Matthews, 94 O. S. 32. § 34 OHIO PRIVATE CORPORATIONS. ; 74 and (4) that the property be such as may be purchased by the corporation in the prosecution of its business. The consequences of issuing par value stock for property at an over-valuation are discussed elsewhere.*® Where corporations are organized to ‘‘take over” a ‘“property’’ or business, a common procedure is to have the company incorporated by ‘“‘dummy incorporators,’’ some- times clerks in the employ of the real parties in interest, or clerks in the office of the attorneys employed to attend the incorporation. The ‘‘dummy incorporators’’ subscribe for the minimum amount of stock necessary and pay the amount required to be paid in cash with their own funds. The incor- porators are then elected directors, hold a directors’ meeting, elect officers and adopt a resolution accepting a written prop- osition, made by the real parties in interest, to exchange prop- erty for stock. The ‘‘dummy directors’? and officers then resieon their positions, one by one, and the vacancies are filled by the election of the real parties in interest, who subsequently purchase the stock Which has been subscribed and paid for by the ‘‘dummy directors.’ When it is desired to pay up stock with bp aie to the fullest extent permitted by law, and with the least possible cash, the following requirements should be taken into con- sideration : Prior to the election of directors ten percent of the entire authorized capital stock must be subseribed (if the common stock is par value stock) and ten percent paid in cash on each share so subscribed for. . If the corporation is organized under the no-par-value stock law, it is sufficient for organization purposes that five or more persons subscribe for at least one share each, and pay ten percent on each share subscribed for. Before business can be commenced, or debts incurred, the common capital stated in the articles of incorporation must be fully paid in cash or in prop- erty taken at its actual value. The stated common capital may be fixed at any sum, not less than $500, irrespective of the number of no-par-value common shares.** 36 Sec, 12(b). 87 G. C., §§ 8728-1, 8728-2. * 15 ORGANIZATION AND MANAGEMENT. § 34 Although ten percent of the authorized capital stock of a par stock corporation must be subscribed for, and ten percent paid in cash on each share subscribed for, there is no require- ment that any part of increased capital stock be paid in cash. A practice sometimes followed is to organize with a small capital stock, ten percent of which is paid in cash. After organization the capital stock is increased, the original stock- holders waive their right to subscribe for the new stock, and all the new or increased stock is issued for the property. Where any part of an issue of stock is issued for patents, services, good will or property not located in Ohio, the Blue Sky Law should be taken into consideration.*§ Whether the stock issued for property is taxable income to the person receiving it, should be investigated. o. Inability. Directors may become personally liable: by incurring debts before ten percent of the capital stock has been paid in,*® or, in the case of a no-par-value stock corpora- tion, by assenting to the creation of debts before the stated common capital has been paid in full, and a certificate to that effect filed with the secretary of state;*® by gross negligence whereby assets of the corporation are lost or wasted;*! by issuing or attesting false statements as to the financial condi- tion of the corporation;*? by engaging in a business no: authorized by the articles of incorporation, and wholly foreign thereto ;** by fraudulently dealing with the property of the corporation to their own profit ;** and for false statements in a prospectus or advertisement of the stock or bonds of the corporation.*® 88 See Sec. 15. 39 Trust Co. v. Floyd, 47 O. S. 525. 40G. C., § 8728-2. 41 Glass v. Courtright, 14 N. P. which a proper attention to ,his duty would have avoided. Bower- man v. Hammer, 250 U. S. 504. 42 Mason v. Moore, 73 O. S. 275. n. s. 273; Meisse v. Laren, 5 N. P. 307; Article by W. P. Rogers, 12 O. L. R. 619. A director of a bank who wilfully fails to attend meetings of the board, and otherwise inform himself of the condition of the bank, and to supervise its affairs, is liable for losses resulting from gross mis- management by the executive officers, 43 Medill v. Collier, 16 O. S. 599, 610; Ridenour v. Mayo, 40 O. S. 9; Mfgrs. Assn. v. Lynchburg Drug Mills, 8.C. C, 112; 4°C..D, 350. 44 Shawnee Co. v. Miller, 1 C. C. n. s, 569; 14 C. D. 199; Yeiser v. U. S. Co., 107 Fed. 340; Beck v. Fishel, 16 C. C. n. s. 130, 45G. C., § 6373-18. § 35 OHIO PRIVATE CORPORATIONS. 76 By statute directors are also made personally lable for declaring dividends otherwise than out of surplus profits de- termined as directed by the statute; for advertising a greater dividend than has been actually earned and paid; and for advertising a larger amount of capital stock than has actu- ally been subscribed and paid in.*® Directors may be lable criminally, if, knowing the cor- poration to be insolvent, they sell securities issued by it, without disclosing to the purchaser the fact of insolvency.*’ They may also be criminally liable for acts committed in con- ducting the corporate business.** They can not shield them- selves behind the corporation.*® Trustees of corporation not for profit. The trustees of a corporation not for profit are liable for all corporate debts by them contracted.” As business men are often unwilling to assume such lia- bility, clubs and other organizations are frequently incor- porated as corporations for profit, although their purposes are really not for profit. § 35. Committees of the board. Executive committee. An executive committee is provided for in the regulations of many corporations. In larger corporations a finance com- mittee is not uncommon. A loan or discount committee is usually appointed by the directors of banks. These are permanent or standing committees of directors appointed to exercise certain powers of the board of direc- tors during intervals between meetings of the board. The object of such committees is to render unnecessary frequent meetings of the. board and to provide authority in cases where action must be taken quickly. Standing committees are more frequent in large corporations having numerous directors than in the case of small corporations. A small 46 G. C., § 8728. funds of another person to the use 47G. C., § 6373-20c. of the corporation), 48 Meyer v. State, 54 O. S. 242 49 Kelly v. United States, 258 Fed. (violation of pure food law); Brown 392, 401. v. State, 3 Ohio App. 52; 21 C. C. 50.G..C., § 8666. mn. s. 545; motion to certify record 1G. C., §§ 710-62, 710-63. overruled (treasurer converting TT ORGANIZATION AND MANAGEMENT. § 35 committee is more easily convened than a large board and its decisions are more promptly and definitely reached. ' The membership of a standing committee is determined by the regulation by which it is authorized. In many cases the president, treasurer and sometimes one other officer, ea officio, constitute the executive committee. The treasurer is usually ex officio a member of the finance committee. In other cases the members of the committee are chosen by the board. All members of standing committees must be directors. ° Powers. The supervision and control of transactions in the usual course of business may undoubtedly be delegated to an executive committee.? Whether the discretionary powers conferred upon direc- tors by statute* may be delegated to a committee has not been decided in Ohio. In other jurisdictions there is some conflict of authority upon the subject. It is said that, by the weight of authority, such powers may be delegated to an executive committee composed of directors, and that its acts and contracts are binding on the corporation.* Where the acts of an executive committee are subsequently approved by the board of directors, no question can arise as to the powers of the committee. The question may arise, however, where the acts are not brought to the attention of the board, or, being brought to its attention, are repudiated. In view of the unsettled condition of the law regarding the powers of an executive committee, it is advisable to clearly define in the regulations the duties and powers of the executive committee and to limit its functions so far as possible to transactions arising in the usual course of busi- ness.° Where no executive committee is provided for in the regulations the board of directors may appoint such a com- mittee, at least with limited powers, through a by-law pro- vision or a resolution. * Bank v. Iron Co., 30 W. L. B. § 1207; Lautterby v. Herancourt 382; Cincinnati v. Cameron, 33 O. Brewing Co., 12 L. D. 74. 8. (336, 364. ° See Bank v. Iron Co., 30 W. L. G. C. § 8660, 8704. B. 382; Morris v. Griffith, 34 W. *Cook on Corporations, §715; L. B. 191. Thompson on Corporations (2 ed.) § 36 OHIO PRIVATE CORPORATIONS. 78 A standing committee should transact its business at ‘ meetings of which all members should have notice. A record of its proceedings and acts should be kepi and frequent 72- ports thereof made to the board for approval. A standing committee is sometimes used as a device for the purpose of excluding minority directors from partici- - pation in the active management. An executive committee authorized to exercise ‘‘all the powers of the board’’ during intervals between meetings may (in jurisdictions where such powers may legally be delegated to the committee) become in effect the real managing body of the corporation. This may be guarded against by inserting, in the regula- tion by which the committee is authorized, a provision re- quiring the members of the committees to be elected by the unanimous vote of the board of directors. § 36. Executive officers. a. Who are. A director is an ‘‘officer,’’ but not an ‘‘executive officer.’” The executive officers are the president, secretary and treasurer,’ and probably also the chairman of the board, vice-president, managing director, etce., where such officers are provided for in the corporate regulations.* b. Qualifications. ‘The president must be a director.” The other executive officers are not required to be members of the board of directors, but all executive officers must be holders of stock in an amount fixed by the by-laws.® In practice the vice-president and treasurer are usually chosen from among the members of the board. The secre- tary is in many cases not a director. In small corporations two offices are frequently held by the same person. c. By whom elected or appointed. The executive officers are chosen by the board of directors except where, in the regu- lations, the stockholders have otherwise provided for their ‘ 6 Hayes v. Canada Co., 181 Fed. 289. affirmed in 11°C. C. n. 8. 20 C. D. 656: 83 O. S. 507. 401; 1Railway Co. v. MeCoy, 42 0. °G. C. § 8664. S. 253; G. C. § 8704. ‘G. C. § 8704.: 2See G. C. § 8661; State ex rel. °G. C. § 8664. v. Peoples, ete., Assn., 42 O. S. 583; Schott, ete., Co. v. Insurance Co., 7 N. P. n. 8s. 548; 19 L. D. 249 6G. C., § 8661; Bonnell v, Brown, 11 O, C. n. s. 58; Opins. Atty. Gen. 1915, p. 1974. 79 ORGANIZATION AND MANAGEMENT. § 36 selection. The stockholders may, in the regulations, reserve the right to elect all of the officers,” with the exception of the president.® d. Powers and duties. The powers of executive officers are derived from (1) statute, (2) the regulations adopted by the stockholders, and (3) the board of directors.° By statute, the president and secretary are authorized and required to execute stock certificates’? and certain certificates and reports to the state. The regulations may, and usually do, contain provisions defining the duties of officers. All other powers of the execu- tive officers are derived from the board of directors. The active business of a corporation is managed and controlled by the board of directors. Corporate contracts are usually negotiated and executed by the executive officers, but the authority of the officers to do so should, in some manner, be traced to the board of directors." The executive officers are agents merely. Authority is conferred upon them in the same manner in which the au- thority of agents is bestowed in other cases. It may be given by the directors expressly in the form of by-laws, or by motion or resolution; or the authority may be given in- formally, by consent or acquiescence of the board. Un- authorized acts of officers may be ratified by the board of directors.” In general, the burden of proof of an officer’s authority rests on the party who affirms it.1* But in some cases the authority may be presumed. Writ- ten contracts and other instruments are usually executed in the name of the corporation by one or more of the executive officers. It is usually provided in corporate regulations that “the president shall sign all contracts, notes, and other papers "G. C. § 8704. brough, 18 C. C. 783: 6 C. D. 670; *G. C. § 8664. East Cleveland R. R. Co. v. Everett, ® Morris v. Griffith, 34 W. L. B. 19 GC. GC. 205: 10 C.D. 493; Arm- 191. strong v. Chemical, N. B., 83 Fed. 0. C. § 8672. Rep. 556; Sun, etce., Assn. v. Moore, “ Belting Co. v. Gibson, 68 O. S. 183 U. S. 642. 442; Minor v. Board of Control, 20 * Belting Co. v. Gibson, 68 O. S. Cea 11. D. 16; 449, ®Smead Foundry Co. v. Ches- § 36 OHIO PRIVATE CORPORATIONS. 80 executed by this company.’’ In the absence of such a regula- tion instruments are generally executed by the president, with the consent or acquiescence of the directors. It has been held that an instrument or contract, executed in proper form by the president and delivered, with the corporate seal affixed, is presumed to have been authorized by the directors, and that the burden of proof rests on the party denying such authority.™ This presumption is applied only to matters within the usual authority of the president. There is no presumption that the president is authorized to convey the entire prop- erty of a corporation,’ to make an assignment for eredi- tors;!® to execute a cognovit note,’” to sell a bond issue of the corporation, and to employ a broker for that purpose,”* or to make promissory notes payable to himself.*® A certificate of stock issued to the president or secretary personally is valid in the hands of a bona fide holder, al- though issued fraudulently, the president and secretary being authorized by statute to execute such certificates.*° e. Comrensation. The stockholders, by appropriate provi- sions in the regulations, have the right to fix or limit the salaries of officers, or to provide that such salaries shall be fixed by the stockholders from time to time. In the absence of such a regulation the salaries may be fixed by the direc- tors. An executive officer is entitled to reasonable compensa- tion for his services although no agreement was made in ad- vance for compensation, where the circumstances show that _it was the intention of all the parties that he should be paid.”* “Bank v. Flour Co. 41 O. S. 557; C. H. & D. R. R. Co. v. Harter, 26 O. S. 426; Dexter Sav. Bank v. Friend, 90 Fed. Rep. 703. #% DeLaVergne, ete., Co. v. German Sgs. Inst., 175 U. S. 40. 1% Commercial N. B. v. Cincinnati Nt Bee 3H6.- C. STS (O17) 4290 D: 295. 17In re Metropolitan Bank, 1 Ohio App. 409; 17 C. C. n. 8. 324; Smead Foundry Co. v. Chesbrough, 18 C. C. 783; 6:C. D. 673. %* East Cleveland R. R. Co. v. Everett, 19 C. C. 205: 10 C. D. 493. In xe Continental Iron Co., 2 O. L. R. 563; Arnkens v. Rouse, 26 .W. Th. By 201. PP Railway Co. v. Bank, 56 O. S. * Dalton v. Brush, ete., Co., 13 C. C. 505: 7 C. D. 141. 81 ORGANIZATION AND MANAGEMENT. § 36 In practice certain officers serve without the expectation of compensation.”? In view of the foregoing, it is advisable to insert pro- visions regarding salaries in the regulations or by-laws, fix- ing in advance the salaries which are to be paid, and, where certain officers are to serve without salary, specifically stat- ing that such officers shall receive no compensation. f. Resignation or removal. An officer may usually resign at any time, unless he has entered into a contract with the corporation to serve for a certain time, in which case he may be liable for damages in the event of resignation. Where an officer has been appointed or elected for a certain term, and has accepted the appointment, a contract for that term is consummated. The officer can not be removed without lia- bility for damages, unless the removal is for cause,2* such as embezzlement or breach of trust. g. Inability. Officers are not personally liable on corporate contracts within their authority, and within the powers of the corporation. But when they exceed their authority, of- ficers may be held personally liable.”4 Officers should make all contracts in the name of the corporation,”® Where an officer makes a contract or signs promissory notes, in his own name, he may be held personally liable thereon, although he has no personal interest in the trans- action and did not intend to bind himself. Where he signs “John Doe, Treasurer,’’ he is still personally liable. To relieve himself from liability the signature should be ‘‘The A. B. Company, by John Doe, Treasurer.’’2é An officer may be personally liable for negligence or mis- conduct in the discharge of his duties. He may also be held personally liable for fraudulent or reckless and careless mis- representations as to the financial condition of the corpora- tion, which are relied on by other persons to their injury.?? 22 See Fitzgerald Co. v. Fitzgerald, ** Aungst v. Creque, 72 O. &. 551; 137 U. §. 98 (111). Titus v. Kyle, 10 0. S. 444: Eells 23 State v. Bryce, 7 Ohio pt..2, v«Shea, 20.C. C..527; 11 ©.D. 304; 82: Toledo Co. v, Smith, 205 Fed. affirmed 66 O. S. 683. 643. 77 Cable v. Bowlus, 21 C. C. 53: “Medill v. Collier, 16 O. 8. 610. 11. D. 563; affirmed 69 O. S. 563. * Norris v. Dains, 52 O. S. 215. § 36 OHIO PRIVATE CORPORATIONS. 82 h. President. The president must be chosen from the mem- bers of the board of directors. He has, by virtue of his of- fice, only such powers as are given him by statute, viz., to sign stock certificates and to make certain reports and cer- tificates to the state. All other powers of the president are derived from the regulations or from the directors. His duties as usually defined in the regulations are to preside at meetings of the stockholders and directors, to sign all bonds, contracts, notes, ete., of the corporation, and to perform other duties assigned to him by the directors. As to the authorization by directors of the acts of the president see “Powers” above. i. Chairman of the board. This office is sometimes ‘created by the regulations of large corporations. The duties of the incumbent are usually limited to presiding at the meetings of the directors. j. The vice-president performs the duties of the president in the absence or disability of the latter. In large corporations several vice-presidents are provided for, termed first vice- president, second vice-president, ete., and in some cases active executive duties are prescribed for the incumbents. k. The secretary keeps the records of the meetings of the stockholders and directors, has charge of the corporate seal and the stock books, and together with the president exe- cutes certificates of stock,?* and certain reports and certifi- cates to the state. As in the case of other executive officers the secretary has only such powers as are given him by statute, regulations, or the board of directors.?° He has no implied authority to bind the corporation by statements to the effect that the corporation had refused to perform a contract,*® nor has he implied authority to sign a petition for a street improvement, making the property of the corporation liable for an assessment.%? *G. C. §8§ 8672, 8673. * Belting Co. v. Gibson, 68 O. S. * Belting Co. v. Gibson, 68 O. S. 442. . ‘ae 442; Trustees v. Deposit Co., 76 O. Minor v. er of Control, 20 8. 267. Qe, Os Aged .@. 2D; ee ORGANIZATION AND MANAGEMENT. § 36 The secretary must obey the orders of a court of com- petent jurisdiction respecting the books of the corporation in his possession, and may be held for contempt of court for wilful disregard of such orders. It is no defense that he is acting under the orders of the directors.*? 1. Treasurer. The customary duties of the treasurer include the receipt and custody of all moneys and securities of the corporation, and the supervision of its accounts and financial affairs. Usually the by-laws require all moneys received to be promptly deposited in some specified bank. All bank ae- counts should be kept in the name of the corporation. If a deposit of corporate money is made under the name of the treasurer, any loss by reason of the failure of the bank may fall upon the treasurer personally. The treasurer is usually required to give bond in an amount sufficiently large to protect the corporation against _ loss. Where a corporation is a creditor of a bankrupt, the claim should be proved by the oath of the treasurer. If that is impossible owing to his absence or disability, the proof may be made by another person having knowledge of the facts, but in such case the reason why the proof is not made by the treasurer must be stated. m. General manager. The duties of a general manager, when such officer is provided for in the regulations, are usually to have charge of the transactions occurring in the usual course of the business of the corporation.®* Transactions not occurring in the ordinary course of business are usually beyond his authority. It has been held that a general manager has no authority to sign a petition for a street improvement, making the corporate property liable for an assessment.*4 * Arbuckle v. Woolson Spice Co, 59; 34 C. D. 391; aff’d no rep. 88 21 C. C. 356: 11 ©. D. 727. O. S. 59; Brewing Co. v. Bruns- 33 Washington Gas ienbe Oo. Vv. Wickeco wie Cc, Cais. 250" Lansden, 172 U.S. 534, 547; Life * Minor v. Board of Control, 20 Ass. Co. v. Statler, 17 ©. Oo ne St Cras t1sC. DFG: § 37 OHIO PRIVATE CORPORATIONS. 84 n. Managing director The office of managing director is sometimes provided for in the regulations. A ‘director ap- pointed to this office usually performs the duties of the general manager, but he is given larger powers. He is re- garded as the direct representative of the directors and, in the active management of the business, as the highest execu- tive officer. § 37. Certificates of stock. a. In general. Opins. Atty. Gen. 1915, p. 387. discussed in Sec. 13(¢). 1The advantages and disadvan- 2 Hoffard v. Shoe Co., 95 O. S. tages of original organization under 376, 381. 8G. C., § 8728.8, § 39 OHIO PRIVATE CORPORATIONS. 90 In a reorganization under the no-par-value law the common stock may be divided into classes, one or more of which have no voting rights or restricted voting rights. Prior to the enactment of the Federal Revenue Act of 1921, reorganization under the no-par-value law was frequently utilized to accomplish mergers, consolidations and readjust- ments of classes of stock, without the excessive income taxes which would have attached if the transaction had been car- ried out with par value stock. Reorganization under the no-par-value act may be some- what expensive, as no credit is allowed to the corporation for the fees paid on original organization.* Reorganization must be authorized by the stockholders. If every stockholder entitled to vote signs the certificate of re- organization, no stockholders’ meeting is necessary. But reorganization may be authorized by the holders of two-thirds of the voting shares at a meeting of which two weeks’ notice is given. If non-voting preferred stock or other non-voting stock is affected by the proposed reorganization, either by a proposed change in its terms or provisions, or an increase in the number or par value of its shares, or by any such change in a class of stock senior thereto, then such non-voting stock has full voting power upon the question of reorganization.° The amount of common capital with which the reorganized corporation will begin to carry on business must be stated in the certificate of reorganization. If such stated common capital is less than the total par value of the previously issued and outstanding common stock, there must be annexed to the cer- tificate an affidavit of the president or vice-president, and the secretary or treasurer, ‘‘setting forth the whole amount of the ascertained debts and liabilities of the corporation,’’ and approval of the Commissioner of Securities (Chief of Division of Securities, Department of Commerce) must be endorsed on the certificate of reorganization to the effect that the stated common capital is sufficient for the proper purposes of the corporation and that the corporation has tangible assets equal. to or in excess of its ascertained debts and liabilities and the 4Opins. Atty. Gen. 1919, p, 1085. 5G. C., § 8728-5. — y] ORGANIZATION AND MANAGEMENT. § 40 stated common capital, and also the par value of its preferred - stock, if any, outstanding or to be issued in exchange for out- standing stock.® No debts may be incurred by the reorganized corporation until it has assets of actual value equal to the stated common capital, and a sworn statement of the president or vice-president and treasurer as to such facts must be filed. Directors who assent to the creation of any such debts are personally liable therefor.’ §40. Increase of capital stock. a. Before orgamzation, both common and preferred stock or common stock only may be increased, if all the authorized capital stock is fully sub- scribed and ten percent paid on each share, by all the orig- inal subscribers consenting in writing to the increase and authorizing the incorporators, or a majority of them, to file a certificate of the increase with the secretary of state. The certificate must be filed before the increased stock ig disposed of. b. After organization, the common stock may be increased, if the authorized common stock is fully subscribed for and ten percent paid on each share, by a vote of the holders of a majority of all the stock (including preferred stock) at a stock- holders’ meeting called by a majority of the directors. Thirty days’ notice of the meeting must be given both by publication and by letter to each stockholder whose address is known. An increase by both common and preferred stock or com- mon stock only may be effected, if the authorized common stock has been fully subscribed for and ten percent paid on each share; at a meeting at which all stockholders (including preferred stockholders) are present, in person or by proxy, and, in writing, waive notice of the meeting and agree to the increase, specifying the amount of increase and the proportion of common and preferred, when both are increased. An increase by preferred stock alone may be effected at any time, upon the written consent of three-fourths of the stock- holders representing at least three-fourths of both the sub- seribed and issued capital stock. Where the increase is by preferred stock alone, it is not necessary that the authorized stock be fully subscribed and ten 6G. C., § 8628-6. 1G. ©, § 8698, 7G. ©. § 8728-7. § 40 OHIO PRIVATE CORPORATIONS. 99 percent paid on each share.* Where the original articles of incorporation did not provide for preferred stock, the articles of incorporation should be amended so as to provide therefor.* Upon any inerease after organization, a certificate of in- erease must be filed with the secretary of state, before increased stock is issued.* \ c. Disposition of new stock. Each stockholder is entitled to subscribe for and take new stock in proportion to his hold- ings of the old stock. This right may be waived by a stock- holder. If a stockholder fails to avail himself of his right within the time fixed by the directors, the directors may dis- pose of the stock to others.’ Stockholders have no subscription rights in ‘‘any authorized and unissued stock appropriated by the board of directors, either for the purpose of retiring pre- ferred stock or for any other purpose.’’® Where capital stock is increased, there is no requirement that a certificate of subscription be filed with the secretary of state.’ Directors and stockholders may, however, incur a per- sonal liability by acting as if it had been subscribed. In one case where an increase of capital stock was properly au- thorized by stockholders, a certificate of such action filed with the secretary of state, and a bond issue put forth on the faith of such increased stock and no effort was made to sell the new stock, it was held that an intention was thereby shown on the part of the stockholders to take new stock in proportion to their original holdings, and a judgment against the, stockholders was rendered accordingly.® d. Stock dividend. Where a surplus of corporate assets, in excess of all debts and of the capital stock, has been earned, the capital stock may be increased and the new stock dis- tributed among the stockholders in the form of a stock divi- dend.® This is frequently done where the market price of stock 4 2 State v. Urschel, 104 O. 8, 172; 7 Rep. Atty. Gen. 1911-1912, p. 66. Opins. Atty. Gen. 1915, p. 1646; 8 Kreisser v. Ashtabula Gas Light Rep. Atty. Gen. 1914, p. 305. Co., 2 u. C. n. s. 597; 14 C. D, 313. 8G. C., § 8698. 9 State v.. Insurance Co., 13 C. C. “1G Be tatse n. 8, 49; 22 C. D. 262; aff'd 84 0. S. ras Wer 599. 459; Railwa 3 ‘ ? ‘o. 6G. ©, § 8699. 49 0. 8. 102. Magee et nes ———— 93 ORGANIZATION AND MANAGEMENT. § 41 is considerably above par. Stock dividends are not ‘‘income’’ to the stockholders under the federal income tax law.*® § 41. Reduction of capital stock. With the written con- sent of the persons in whose names a majority of the stock stands on the books of a corporation, the directors may reduce the amount of its capital stock and the nominal value of all the shares. The statute provides that the rights of corporate credi- tors can not be affected by a reduction of the capital stock. Where the subscriptions to the original capital stock have not been entirely called in, or assessed to the full amount, before the reduction of the stock, the subscribers will remain liable to existing creditors in the original amount. Where corporate assets have been reduced by losses, the capital stock is sometimes reduced to bring it to the level of the assets, and to make the book value of the stock approximately par. The annual franchise (Willis law) tax is assessed not on corporate assets but on the issued and outstanding stock. By a reduction of the capital stock, a saving is effected in such tax. The credit of the corporation is not affected, in many instances, by the reduction, as the nominal capital stock is not often relied upon in extending credit to a cor- poration. § 42. Organization of corporation to take over business of partnership or another corporation.? Corporations are frequently organized to take over the business of a partnership or of another corporation. Pay- ment. for the property and business transferred is usually made in the form of stock in the new corporation.? One of the important things to be provided for in such cases is the indebtedness of the partnership or old corpora- 10 Kisner v. Macomber, 252 U. S. *The consolidation of corpora- 89. tions, authorized by special statutes, 1G. C., § 8700. For forms of writ- is not considered in this paragraph. ten consent of stockholders, resolu- 2Gas & Fuel Co. v, Dairy, Co., tion of directors, and certificate of 60 0. S. 96, 105-106. reduction, see Forms in the follow- ing chapter. § 42 OHIO PRIVATE CORPORATIONS. 94 tion, if any indebtedness exists. Where partnership prop- erty is transferred to a new corporation, organized to con- tinue the business, payment being made wholly in stock of the new corporation, the new corporation may be liable for the debts of the partnership.® This rule does not, of course, apply where the new cor- poration purchases the assets for cash, unless the transaction is a fraudulent one. Where the partnership, or old corporation, is solvent and the change is made to obtain the advantages of the corporate form of organization or for other good reasons, the debts may be assumed by the new corporation as a part of the trans- action. In investigating the financial condition of a corporation, its possible liability for federal income taxes for past years should not be overlooked. If its returns have not been checked by internal revenue examiners, and finally approved, security against liability should be taken. Where the partnership or old corporation is insolvent or in serious financial embarrassment, there are grave objec- tions to assuming its debts and it is difficult, if not impos- sible, to acquire its assets except for cash. In case of insolvency the assets may be purchased for eash from the trustee in bankruptcy or assignee for creditors. But the value of the good will of the old concern will be largely destroyed by bankruptey or an assignment. It is often possible for the old concern to effect a private settle- ment or composition with the creditors, without the financial difficulties becoming publicly known and without any cessa- tion of business. A corporation can not dispose of its entire property, ex- eept by the action of three-fourths of its directors, ratified at a stockholders’ meeting by three-fourths of the votes cast.* Where the property of a corporation is taken over, the foregoing proceedings should be taken. * Andres v. Morgan, 62 O. S. 236: reach the property transferred. Creditors may recover a judgment Bank vy. ‘l'rebein, 59 O. S. 316; Cook against the new corporation ib. Or on Corporations §§ 672, 673. they may, by other proceedings, 4G. C. §§ 8710 to 8718. 95 ORGANIZATION AND MANAGEMENT. § 43 Where a partnership is succeeded by a corporation the partnership name is usually adopted by the corporation, with such changes as are necessary to make it conform to the statutory requirement that a corporate name must commence with the word ‘‘The’’ and end with the word ‘‘Company.’’® Before determining the basis on which stock is to be issued for the property of the partnership or old corporation, atten- tion should be given to the question of how much, if any, tax- able income will accrue to the persons to whom the stock is issued.® § 43. Ohio corporation doing business in other states. An Ohio corporation which enters another state to ‘‘do business”’ or ‘‘transact business’’ is, in such state, a foreign corporation. A state has power to wholly exclude foreign corporations from doing business within its borders, or it may admit them under any reasonable conditions or limitations. But a state has no power to exclude or impose conditions upon a corporation en- gaged in interstate commerce, which transacts no business within the state other than interstate commerce.” a. What is ‘‘doing business’’ in state. A foreign corpora- tion which maintains a stock of goods within the state, from which deliveries are made of goods sold, is doing business in the state.® But a foreign corporation is not doing business in the state where it maintains no stock of goods in the state and limits its business to shipping goods into the state, upon orders, and it need not register as a foreign corporation. This is true whether the orders are obtained through travel- ing salesmen or correspondence,‘ or a resident broker,® or whether the corporation maintains an office in the state with a resident agent in charge, for the purpose of soliciting or- ders.® *For right to adopt partnership name, see Snyder Mfg. Co. v. Sny- der, 54 O. S. 86. 8 See Revenue Act of 1921, See. 202 (c) (3) and (b) (2). 1 Ashley v. Ryan, 153 U. S. 436, affirming 49 O. S. 504, 2 Crutcher v. Kentucky, 141 U. S. 47; Sioux Remedy Co. v. Cope, 235 UA ler, 3Cheney Co. v. Massachusetts, 246 U. S. 147; People v. Wample, 131 N. Y. 64; 29 N. E. 1002; Singer Mfg. Co. v. Adams, 165 Fed. 877. 4Commercial Co. v. Mfg. Co., 55 Ore OT 5 McBath v. Jones Cotton Co., 149 Fed. 383; Doe v. Mfg. Co., 104 Fed. 684. 6 Cheney Co. v. Massachusetts, 246 U. S. 147; Textbook Co. v. Pigg, PAO A Ules TS eee § 43 OH1O PRIVATE CORPORATIONS. 96 Nor is it doing business in a state to consign goods to a commission merchant, located in the state, where the com- mission merchant conducts all the business in the state and pays all expenses of receiving, handling and storing the goods." A single and isolated transaction is not doing business in the state.® Although it is not ‘‘doing business’’ in a state to merely ship goods into such state to fill orders, yet subsequent acts or dealings with reference to the goods may change the character of the transaction. The attachment of lightning rods to houses, by the seller, after the same have been shipped into the state, is ‘‘doing business’’ in the state.° A manufacturer who sells his product to wholesalers in a state, and subsequently sends his salesmen into the state to take orders from retailers, the orders being turned over to wholesalers in the state, is ‘‘doing business’’ in the state.° Construction work by a for- eign corporation is ‘‘doing business,’’ although the materials have been shipped from outside of the state,“ as is also the business of repairing automobiles sold into the state in inter- state commerce, and selling second-hand cars taken in part payment for new cars.” Ohio corporation should, as a rule, qualify in other states before doing business therein. The consequences of failure to qualify are serious, in many states. In some states, the officers as well as the corporation are subject to fines and penalties. In many states, all contracts made by an unlicensed foreign corporation are void and unenforceable by the corporation, even in federal courts.* In several states the officers, and, in a few states even the stockholders, are personally liable for debts and obligations of the corporation." 7 Butler Bros. Shoe Co. v. U. S. Rubber Co., 156 Fed. 1; certiorari denied, 212 U. S. 577. 8 Cooper Mfg. Co. v. Ferguson, 113 U., §..727. Fed, 696; Browning v. Waycross, 233 U. 8. 16. | 12Cheney Co. v. Massachusetts, 246 U. S. 147. 18 Hayes Wheel Co. v. American 9 Browning v. Waycross, 233 U. S. 16. 10 Cheney Co. v. Massachusetts, 246 U. S. 147. 11 Buffalo Co. v. Penn. Co., 178 Distributing Co., 257 Fed. 881 (6th Cir. under Michigan statute). 14 Equitable Trust Co. v. Central Trust Co., 239 S. W. 171 (Tenn. 1922); Taylor v, Branham, 35 Fla. 297; 17 So. 552; 39 L. R. A. 362. 97 ORGANIZATION AND MANAGEMENT. § 44 The requirements and procedure for qualifying in each state may be found in Parker’s Corporation Manual, published annually. In a few states, the fees and conditions imposed on foreign corporations are excessive. A foreign company which expects to transact much business in such a state may find it advan- tageous to organize a subsidiary company, under the laws of such state. § 44. Foreign corporations entering Ohio. A foreign cor- poration is one that has been organized under the laws of an- other state or of a foreign government. Foreign corporations are permitted to do business in Ohio upon compliance with certain conditions. There are two laws imposing conditions upon foreign corporations en- tering the State: (a) the license fee law and (b) the fran- chise tax law. | a. The license fee law applies to nearly all private busi- ness corporations and requires the procurement of a certifi- cate or license from the secretary of state.” In order to procure a certificate from the secretary of state a corporation is required to file a sworn copy of its charter or articles of incorporation, and a statement showing the amount of its authorized capital stock, the kind of busi- ness proposed to be carried on, and to designate a principal office or place of business and a person upon whom process may be served, and to pay a small license fee based on its authorized capital stock.® b. Initial franchise tax. Corporations which own or use a part or all of their capital or plant in Ohio must procure the certificate already mentioned and are further required to pay a franchise tax of one-tenth of one percent ‘‘upon the proportion of the authorized capital stock of the corporation represented by property owned and used and business trans: acted in Ohio.’’4 c. Method of computing franchise tax. This tax is based, not upon the property owned and used and business transacted in 179, 180, *Cook on Corporations, § 7. 8G § 4G § 183, 184. .G, § 2G. C., §§ 178, 179, 180. 0.5.8 § 44 . OHIO PRIVATE CORPORATIONS. 98 this state, but upon the proportion of the total authorized capital stock represented by such property and business. The proportion which the property owned and used and business transacted in Ohio bears to the entire property and business of the cor- poration is the proportion of the capital stock on which the tax is based. Thus, where the property owned and used and business transacted in Ohio is $25,000, the entire corporate property and business $50,000, and the authorized capital stock $100,000, the tax is based on one-half of its authorized capital stock, or $50,000, the Ohio property and business being one-half of the total property and business. If all of its property and business were in Ohio the tax would be based upon its total authorized capital stock, although all of the authorized capital stock has not been subscribed or issued.* d. What corporations are subject to law. A foreign corpora- tion organized to carry on professional business is not en- titled to a certificate from the secretary of state as foreign corporations are permitted to enter the state to carry on only such business as may lawfully be carried on by Ohio corporations.® The franchise tax law’ does not apply to banking, insur- ance, building and loan or bond investment corporations or to corporations engaged in interstate commerce. A foreign . corporation engaged in interstate commerce which is not subject to the laws gains no advantage by voluntary com- pliance with their requirements.® A foreign corporation engaged in purchasing mortgages through a local agent, who has no authority to approve mort- gages or consummate purchases, and in making collections on the mortgage notes through local agents, need not comply with the franchise tax law, but should comply with the license fee law.° A foreign corporation organized to deal in real estate may be admitted to do business in Ohio, but the application 5 State v. Fulton, 98 O. 8. 350; 1910-1911, p. 600. State v. (Com! Con Wisin. eens, OU; 8State v. Laylin, 73 O. S. 90; Opinion of Wade H. Ellis, Atty. See 5 Opin. Attys. Gen. 975 (1903). Gen., 5 O. L. R. 163; Aetra Iron & 7G. C., §§ 183, 184. Steel Co. v. Taylor, 13 C. C. 602: 8 Bigalow v. Armour, 74 O. S. 168. 5 ©. D. 242; 4 Opins. Attys, Gen. ® Opins. Atty. Gen. 1918, p. 417 621-624 (1894); Rep. Atty. Gen. : : —_——— 7 99 ORGANIZATION AND MANAGEMENT. § 45 for admission should expressly limit its life in Ohio to twenty-five years.’° e. Consequences of failure to comply with law. A foreign corporation can not maintain an action upon a contract made by it in this state until it has compled with the statutory requirements." A contract made by a foreign corporation, before com- plying with the statutory requirements, is void on its behalf but is enforceable against it.?? The property of a foreign corporation ‘‘doing business”’ in Ohio without complying with the statutory requirements is subject to attachment.'* A foreign corporation engaged in interstate commerce which is not subject to the law does not become exempt from attachment by a voluntary compliance with the re- quirements.1* | Certain penalties and fines are provided in the acts for noncompliance with the requirements, but in this respect the acts appear to be wholly unadjudicated.*® f. Annual franchise tax. (2) Proceedings of stockholders (e) Waiver of - notice of —Continued. x amendment. : (c) Minutes of first stock- (f) Notice of amendment. holders’ meeting. (g) Certificate of amendment. (d) Regulations of cor- Increase of capital stock; pro- poration for profit. ceedings for. F (e) Regulations of a club. (1) Before organization. (f) Assent of stock- (a) Consent of sub- holders to adoption of scribers, regulations, (b) Certificate of in- (g) Minutes showing elec- crease. tion of directors. | (2) After organization. (h) Certificate of election (a) Waiver and agree- of directors. ment for purpose of (3) Proceedings of directors. increasing capital ' (a) Minutes of first di- stock. : rectors’ meeting. (b) Notice of stock- (b) Oath of directors. holders’ meeting. (c) By-laws of corpora- (c) Resolution. for in- tion for profit. crease. (a) Resolution authoriz- (d) Certificate of in- ing compliance with crease. Blue Sky Law and Increase by preferred disposal of stock. stock, only. . (e) Resolution accepting (e) Written assent of property in payment stockholders, for stock. 4 (f) Certificate of in- (f) Resolution fixing the crease (preferred). price or consideration (g) Waiver by — stock- to be received for the holders of right to no-par-value common take increased stock. stock. (h) Certificate of _in- (g) Certificate of pay- crease, by building ment aut pata com- ; and loan association. mon p : Reductio i - (h) Resolution authoriz- cocaitiga ot central Payee” ooo ing a bonus of no- (a) Consent. of stockholders. par-value stock to (b) Resolution of directors. purchasers of pre- (c) Certificate of reduction. ferred. <5 (d) Certificate of cancellation (i) Consent of stock- of preferred stock which holders to considera- has been redeemed. tion receivable for Sale of entire assets of corpo- hesher- value common ration; proceedings for. G) Statement for oo. (a) yee of directors emption of stock un- ’ noewiin Sie Law: (b) jE stockholders Miscellaneous Proceedings. £¢) Weiqare: woke ee Btcee 14.. Reorganization into no-par- (d) Minutes of stockholders’ value corporation; proceedings. meeting. (a) Notice of stockholders’ Dissolution. J meeting. (a) Call for stockholders’ (b) Resolution for reorgani- meeting. zation. , (b) Notice of stockholders’ (c) Certificate of reorganiza- . meeting. : ton. 1ge> aS (c) Certificate of dissolution (da) Affidavit of president and of corporation for profit secretary. wwe where instalments of its (e) Approval of commissioner capital stoek have been of securities: paid. »_\" (fy Sworn statement of assets. (d) Certificate of dissolution 15. “Amendments to articles of in- of corporation for profit corporation; proceedings for. (a). Waiver of notice of stock- holders’ meeting. (b) Notice of stockholders’ meeting. (c) Minutes ‘of stockholders’ meéting. (d) Resolution for amendment of articles of incorpora- tion. where no instalments of its capital stock have been: paid. (e) Certificate of voluntary dissolution of corporation not for profit. | (f) Certificate by incorpora- st tors of abandonment of Fre po to form corpora- on. : , — a ee 105 FORMS. Foreign Corporations. Form No. 9 21. 22. 26. 27. 30. 31. Statement by foreign corpora- tion (G. C. 178-182). Statement by foreign corpora- tion (G. C. 183-192). Statement by no-par-value stock foreign corporation, en- tering state. Certificate of appointment of agent for foreign corporation. Certificate of a foreign corpora- tion retiring from business in Ohio. Statement of increase of pro- portion of capital stock (G. C. 185). Corporations not for Profit. Articles of incorporation, poration not for profit. Purpose clauses. Associated charities, Association for apprehending horse thieves. Athletic club. Athletic club. Another form. Builders’ exchange. Canoe club. Cemetery association. Chamber of commerce. Charitable trust. . Corporation to administer. Chautauqua assembly. Church or religious society. Club house corporation. College. Consumers’ league. (Ruling organization.) Deaconess home. Family association. Farmers’ institute society. Farm laborers’ association. Free loan association. Home for indigent and aged women. Hospital. Improvement association. Law and order league. Merchants’ exchange. (Leaf tobacco.) Musical club. Musical club. Another form. Mutual benefit.association of employees, Benevolent mutual aid asso- ciation. Political club. Public library. Retail merchants’ association. Salvage, Social and improvement club. Social settlement association. Yacht club. Young Men’s Christian Asso- ciation. Agricultural society. Articles of incorporation. Township agricultural society. Articles of incorporation. Charitable trust. Articles of corporation to administer, Endowment fund corporation. Articles of incorporation. cor- Form No, } 32. Purpose clauses—Continued. Fraternal benefit society. Ar- ticles, 33. Society for prevention of cru- elty to animals. Articles. Organization Proceedings. 34. Organization record of corpo- rations not for profit. (a) Record book and signa- tures of members. (b) Minutes of meeting of in- corporators for election of first trustees, (c) Oath of trustees. (d) Regulations. (e) Written assent to regula- tions. Miscellaneous Forms Relating tc 35. 386. 37. 38. Organization and Management. Resolution of directors for call or assessment on stock sub- scriptions, Notice of call on stock sub- scriptions, Notice of sale of stock for non- payment of call. Receipt for instalment payment on stock. Transferable receipt for instal- ment payment on_ stock. Certificate of common stock, par value, Certificate of common stock, no-par-value. Certificate of preferred stock. Certificate of stock reserving lien to secure indebtedness to corporation. Corporation calendar, Stock transfer book. Stock ledger. Proxy, one specified meeting. Proxy, all meetings within a specified time. Proxy, general. Revocation of proxy, Annual Meetings of Stockholders. Notice of annual meeting.. Minutes of annual meeting. Ballot. Inspector’s certificate of elec- tion. Special Meetings of Stockholders. 60. 61, Waiver of call and notice. Call, by stockholders. Call, by resolution of directors. Notice of special meeting. Minutes. of special meeting (including resolutions (a) for increase in number of directors and (b) for committee to in- spect books). Amendment of Regulations. Assent of stockholders to. Resi lution of stockholders for, OHIO PRIVATE CORPORATIONS. Directors’ Meetings. Form No. 62. Notice of regular meeting. 63. Call for special meeting. 64, Notice of special meeting. 65. Waiver of notice of/ special meeting. 66. Minutes of directors’ meeting, including (a) motion authoriz- ing compromise of claim and (b) resolution declaring divi- dend. 67. Cenuugare to transcript of min- utes, 68, Certificate by secretary to reso- lution. 69. Resolution filling vacancy caused by disqualification. 70. Resignation of director or of- ficer. 71. Resolution accepting donation of treasury stock, 72. Donation of stock to treasury. 78. Resolution ratifying unauthor- ized act of officer. 74. Resolution declaring stock divi- dend. Miscellaneous. 75. Dividend order. 76. Permanent dividend order. 77. Application for reinstatement. 78. Escrow agreement under Blue Sky Law. 79. Railroad consolidation agree- ment, 80. Railroad consolidation agree- ment. Another form. 81. Lease of railroad. 82. Release, by property owner, to railroad company of damages for occupation of street. 88. Deed of land to interurban traction company for railroad purposes. 84. Deed of right of way to railroad company. 85. Consolidation of religious so- cieties. 86. Agreement to _ subscribe for §§ 8623 to 8743.) stock in corporation not yet organized, 106 Form No. 87. 88. 89. 90. 91. Stock pooling agreement. Voting trust agreement. Consent to use of similar name by new corporation. Deed of corporation, with cer- tificate of acknowledgment. Bill of sale by corporation of assets, with agreement of officers not to re-engage in business. Option on manufacturing plant. Option, by corporation, on man- ufacturing plant. Option to purchase stock in corporation. Option to purchase stock at ‘book value’’; certificates to be deposited. Option contract to purchase stock if vendee desire to re- sell, Pure Call. Bond to corporation issuing new certificate of stock in lieu of lost or destroyed cer- tificate. Bond of treasurer of corpora- tion. Collateral note. Collateral note. Another form. Snydicate agreement. Underwriting agreement. Underwriting agreement. An- other form. Power of attorney to managing agent. Bond Issues. Resolution of directors author- izing, Resolution of ratifying. Written assent of stockholders to convertible bonds. Deed of trust, or corporate mortgage, securing bonds. Bond pooling agreement. Bondholders’ agreement, corpo- ration in default for interest. stockholders ARTICLES OF INCORPORATION. NOTE.—The following forms are prepared for use under the general corporation law for manufacturing and business corporations. (G. C. The special statutory provisions relating to the in- corporation of banks, insurance, building and loan, and public utility cor- porations should be carefully followed; but the forms and procedure are generally similar to those here given. a 107 FORMS. Form 1 No. 1. Corporation for Profit, with Par Value Common Stock. (G. C. § 8625.) These Articles of Incorporation of DA eran ae oe arate Company Witnesseth, that we, the undersigned, all (or a majority) of whom are citizens of the State of Ohio, desiring to form a cor- poration, for profit, under the general corporation laws of said State, do hereby certify: FIRST. The name of said corporation shall be The........ Company. SECOND. Said poten is to be located at ........... Writes Asias hiraste were:« fais county, Ohio, and its principal business there transacted. THIRD. Said corporation is formed for the purpose of .... Bohai b ppaske (for statements of purposes of various corporations, see purpose clauses, form No. 9). FOURTH. The capital stock of said corporation shall be ... oe Moilarsie( orgs sy, CIVIGER AMD ney ois soos de vis -( eve ess) shares 2f018 carmsieD.2 dollars ($...... ) each. (If preferred stock is to be issued omit the foregoing “Fourth” and use Form No. 2.) In witness whereof, we have hereunto set our hands this eeaty Sis MAY TOE HON. 2.3.85.9.tsto°eteteiata’gt As D9? 641! ACKNOWLEDGMENT. setewmtate, OfOhio, County. Of... ss nncicccseescp esis ces » 83. Personally appeared before me, the undersigned, a Notary Public, in and for said county, this ...... GAY OF Rai eels ile a : Aoi 10. ny hbG.. above. Named <. és s1.08 eh rook he hele t latatatehe gle ie CCT eee UD tial an' new det acy RO wean. (oamie be egal edged the signing of the foregoing articles of incorporation to be his free act and deed, for the uses and purposes therein men- tioned. Form 2 OHIO PRIVATE CORPORATIONS. 10% Witness my hand and official seal on the day and year last aforesaid. coeoererereoe eee eee eee eee eee eee e Notary Public. CLERK’S CERTIFICATE. The State of Ohio, County of ............ ie... Tees socttane 25 , Clerk of the Court of Common Pleas, within and for the county aliredsid; do hereby certify that ............ whose name is subscribed to the foregoing acknowledgment as 4 Notary Public, was at the date thereof a Notary Public, in and for said county, duly commissioned and qualified, and authorized as such to take said acknowledgment; and further, that I am well acquainted with his handwriting, and believe that the signature to said acknowledgment is genuine. In witness whereof, I have hereunto set my hand and affixed the Seal OL AAG COUT ALi. os 550 «0's 5; RIS a ee daytofeyy Oey ; As D190 No. 2. Preferred Stock Clause (Par Value Common Stock). NOTE.—Substitute this form for the fourth clause of Form No. 1. FOURTH. The capital stock of said corporation, common and mrererred, shallwbepaat sf occ. .scs sehen dollars w($y 3. 2s 2 a5 BO MARU TTI OE) coves tuoi win ha 4 le Bid a as PERE St ) shares of common Bier Ot TNS MAT AMOS OL. 5 a,\ «6's sein’ a lan eat Collars “(8 :...)s cr: ) each’ and ... dds... pate dees s Caen ) shares of preferred stock of the par value Ofrescnunea ava sss dollars: Ce: rigs ) each. The hclders of the preferred stock. shall be entitled to a Aividend oe Fee percent per annum,’ payable (quarterly, semi-annually or annually) out of the surplus profits of the corporation for each year in preference to all other stockholders, and ‘such ‘dividends shall be cumulative (or noncumulative), but deferred dividends shall not bear interest. (Add such additional provisions from Form No. 5 as may be desired.) 1 For approved form making divi-stock is issued in parts from time dend rate flexible, where preferredto time, see note to No. 8668. ea eee a ———— 109 FORMS. Form 3 No. 3. Corporation for Profit, with No-Par-Value Common Stock. (G. C. § 8728-1.) These Articles of Incorporation of UC eos a na wea ocik ta Company Witnesseth, that we, the undersigned, all (or, a majority) of whom are citizens of the State of Ohio, desiring to form a corporation, for profit, under sections 8728-1 et. seq. of the General Code, do hereby certify: FIRST. The name of said corporation shall be The........ Company. SECOND. Said corporation is to be located at ........... e My, Qh VES, 90 e County, Ohio, and its principal business there transacted. THIRD. Said corporation is formed for the purpose of BIOS, SPIO AB. 6 (for purposes clauses, see Form No. 9). FOURTH. The total number of authorized shares of com- mon stock without nominal or par value which may be issued by the corporation igs ............ shares. (If preferred stock is to be issued, omit the foregoing Fourth and use Form No. 4.) (If the common stock is to be divided into classes, add Form No. 7.) FIFTH. The amount of common capital with which the corporation will begin to carry on business is ore ee eee ees ee ee ® Dollars ($...... VE In witness whereof, we have hereunto set our hands, this neste Loi 8 ne i ate ice al a ea lel ie 8 Baal 2 - (Name) (Address) 25; 07/8 1s) 2 (0 64d) Syria a ele) 6 6: Gace! bh € Oba le 0 o ©) a. .6) 6) epe,.© isp sre See 30 if eS ie 7S OP Coe RO (0) Ol ete eule a) alle lw je oe we: e¢.eaaee te ie) > PLP 8. 8) 6 9'50 6 a 16 SS ws) 6) 6 6's 0! 9 6. 6 0 0 Cle 0. 2 0 6 640,06 « © i eS ACCEL LS 6 ae ere & aie 16 ‘we le (6 6) 8 6. 6.8, £8) 6).ead eo ee (Add acknowledgment and clerk’s certificate from Form No. 1.) ‘ Form 4 OHIO PRIVATE CORPORATIONS. 110 No. 4. Preferred Stock Clause, No-Par-Value Common Stock (G. C. § 8728-1.) NOTE.—Substitute this form for the fourth clause in Form No. 3. FOURTH. The total number of authorized shares which may be issued by the corporation is ........ shares, of which AER on gb ci shares shall be common stock without nominal or par. values and. «i.» j% shares shall be preferred stock of the par value of $.....;.. each. (If the common stock is to be divided into classes, add Form No. 7.) The terms and provisions under which the preferred stock shall be issued are as follows: The holders of the preferred stock shall be entitled to a Mivrdeng, oot 5! oer ch ies percent per annum, payable (quar- terly, semi-annually or annually) out of the surplus profits of the corporation for each year in preference to all other stock- holders, and such dividends shall be cumulative (or, non- cumulative), but deferred dividends shall not bear interest. (Add such additional provisions from Form No. 5 as may be desired.) No. 5. Optional Preferred Stock Clauses. NOTE.—The following optional clauses may be used, whether the common stock is par value or no-par-value stock, unless otherwise indi- cated. All of the optional clauses should not be used in one preferred stock issue, as some of the provisions are contradictory. When one clause is adopted, care should be exercised against the use of inconsistent pro- visions. (a) PREFERRED STOCK LIMITED TO PREFERENTIAL DIVIDEND.? The holders of preferred stock shall not be entitled to any dividends in excess of ........ percent per annum and the ar- rears thereof; nor shall they be entitled to stock dividends, nor otherwise to share in the profits of the corporation, nor to sub- seribe for any new issue of stock or increased stock, whether 1For form making dividend rate in parts from time to time, see note flexible when preferred stock issued to No. 8668. eee ee 11 FORMS—PREFERRED STOCK CLAUSES. Form 5 common or preferred, nor shall any preferred stock be ex- changed or in any manner converted into common stock. (b) PREFERRED STOCK TO PARTICIPATE IN ADDITIONAL DIVIDENDS. When dividends of ........ percent have been paid for any fiscal year on the entire preferred and common capital stock, issued and outstanding, further dividends for that year shall be paid on-all stock without distinction (add, if desired), until dividends of twelve (12) percent (including the preferential or priority dividend aforesaid) have been paid on said preferred stock. Thereafter during such year the holders of preferred stock shall not be entitled to any dividends. 4 (c) PREFERRED STOCK NOT ENTITLED TO VOTE. The holders of preferred stock shall not be entitled to notice of meetings of the stockholders, nor to vote on the preferred stock at any such meetings, except meetings called to consider and act upon subjects or questions with respect to which voting rights are conferred by statute upon the holders of preferred stock. (d) PREFERRED STOCK ENTITLED TO VOTE, EXCEPT AT ELECTIONS OF DIRECTORS. The holders of preferred stock shall have no voting rights or powers in the election of directors, but on all other subjects or questions submitted to the stockholders, the holders of pre- ferred stock shall have equal voting rights with common stock. (€) PREFERRED STOCK TO HAVE EQUAL, VOTING RIGHTS, UPON DEFAULT OF DIVIDENDS, ETC. The holders of preferred stock shall not be entitled to vote thereon at meetings of the stockholders of said corporation, nor to receive notice of such meetings, unless two consecutive quar- terly (or, semi-annual) dividends thereon shall be in default, or unless the corporation shall have made default with respect to any other of the provisions or terms of the preferred stock, but then, and in any such event, the holders of preferred stock Form 5 OHIO PRIVATE CORPORATIONS. 112 shall have full voting rights while such default continues, but no longer. ‘During the period of such default, special meetings of the stockholders shall be called upon_the written request of the holders of ........ shares of the preferred stock. (f) PREFERRED STOCK TO HAVE EXCLUSIVE VOTING RIGHTS, UPON DEFAULT OF DIVIDENDS, ETO.* The holders of preferred stock shall have no voting rights or powers whatsoever, except such as are conferred by statute upon the holders of preferred stock; nor shall they be entitled to notice of meetings of the stockholders except meetings called to consider and act upon subjects or questions with respect to which voting rights are granted by statute to preferred stock- holders; Provided, however, that if the corporation shall have made default in the payment of preferential dividends on the preferred stock for two consecutive quarterly (or, semi-annual) periods, or shall have violated, or made default in the perform- ance or observance of any of the other provisions or terms of the preferred stock issue, then, and in any and every such event, during the continuance of such default or violation, but no longer, the holders of preferred stock shall-be entitled to notice of all stockholders’ meetings and shall have the sole and exclusive right to vote thereat, and the holders of common stock shall have no voting rights or powers whatever. During such period special meetings of the stockholders shall be called upon written request of the holders of ........ shares of the preferred stock. The voting rights herein conferred upon the holders of preferred stock shall not deprive the preferred stockholders of any rights to which they are or may be entitled at law or in equity or by statute to enforce any of the provisions or terms hereof with respect to preferred stock. (g) PROVISION FOR REDEMPTION. Such preferred stock may be redeemed, in whole or in part, at the option of the corporation, expressed by resolution of 1 Preferred stockholders may be Gen. 1919, p. 188; 17 0. L. R. 208; given exclusive voting rights while Shinkle v. Dalton Co., 19 N, P. n. 8. the corporation is in default for 104; Krell v. Piano Co., 23 N. P, preferred dividends. Opins. Atty. n. 8, 193. Cs NE SES OOD i ee ee eee ee 113 FORMS—PREFERRED STOCK CLAUSES. Form 5 the directors, at any time after ...........00... SLOT Up on the date when any preferred dividend is payable under the provisions hereof, by the payment of ................ dollars ($it-aluote.. ) per share and all accumulated dividends. Upon any partial redemption, the shares to be redeemed may be selected by lot or pro rata, as the directors may deter- mine, or, at the option of the board, the same may be pur- chased in the open market for a price not in excess of the redemption price above specified. Notice of redemption shall be given by registered mail to each preferred stockholder whose stock is to be redeemed, at the address appearing on the corporate records, at least thirty days prior to the date fixed for redemption. All rights of the stockholders to whom notice shall be so given, by virtue of such stock ownership, except the right to receive the redemption value, shall cease and terminate on the date fixed for redemp- tion, unless default shall be made in payment of the redemption price upon a tender of the certificates evidencing the stock. All stock redeemed under the provisions hereof shall be cancelled and not reissued. (h) SINKING FUND FOR REDEMPTION. After providing for payment of the cumulative dividends on the preferred stock, and before any dividends are declared, paid or set aside to or for other stockholders, the directors shall set aside from the remaining surplus earnings for each year a sum equal to 10% of the par value of the entire pre- ferred stock then outstanding, as a sinking fund to be held and used for the redemption of the preferred stock and for no other purpose. This sinking fund provision shall be cumula- tive, so that if in any year the surplus earnings shall be in- sufficient for the purpose aforesaid, then no dividends shall be paid to, or declared or set aside for, any stockholders other than preferred stockholders. Moneys set apart for said sinking fund in any fiscal year may, during such year, be applied by the corporation to the redemption of preferred stock by purchase in the open market at a price not exceeding the redemption value herein specified. Form 5 OHIO PRIVATE CORPORATIONS. 114 If any moneys remain in said sinking fund thirty days after the close of any fiscal year, the corporation shall, not later than forty-five days from the close of such fiscal year, give notice by mail to the registered holders of preferred stock that sealed proposals will be received for the sale of preferred stock to the sinking fund, at a price not exceeding $........ per share and accrued dividends (being the redemption value thereof) up to the amount of money in the sinking fund at the close of such fiscal year, and that such sealed proposals will be opened by the treasurer on a specified date, which shall be not less than twenty nor more than thirty days after the mailing of the notice. After the opening of the proposals the corporation shall immediately apply all moneys remaining in the sinking fund, at the close of such fiscal year, to the purchase of the preferred stock so offered, at the lowest prices bid, not exceeding the redemption value thereof, upon delivery of the certificates evidencing the same. In the event that more preferred stock is offered at the same price than can be purchased, the directors may purchase pro rata or determine by lot which shares shall be purchased. In ease no preferred stock shall be offered at or below the redemption value thereof, or if the bids shall be insufficient to exhaust the moneys in the sinking fund, then the corporation shall immediately proceed to redeem sufficient preferred stock to exhaust the same, in such manner as shall be determined by the directors. All preferred stock purchased or redeemed with moneys from the sinking fund shall be retired, cancelled and not reissued. (1) NET ASSETS PROVISION. The corporation shall at all times maintain net current assets at not less than one hundred percent (100%) and total net assets at not less than two hundred percent (200%) of the total par value of the preferred stock then outstanding. (j) ANNUAL AUDIT. The corporation shall, between January 1 and April 1 of each calendar year, until the preferred stock has been wholly 115 FORMS—PREFERRED STOCK CLAUSES. Form 5 redeemed and retired, cause to be made an audit of its affairs and condition, by a certified public accountant, and a copy thereof to be mailed to each holder of preferred stock, at the address appearing on the company’s records. An annual inventory shall be taken, at cost or market value whichever is the lower, and the annual audit shall be made upon the basis thereof. j (k) INSURANCE, The corporation shall at all times carry fire insurance on all its buildings, fixtures and personal property to the amount of not less than 80 percent of the full insurable value thereof. _(1) CLAUSE PROHIBITING LONG TERM OBLIGATIONS, MORTGAGES, LIENS AND OTHER PREFERRED STOCK ISSUES. The corporation shall not, without the affirmative vote or written consent ofthe holders of seventy-five percent (75%) or more of the preferred stock at the time outstanding, issue or create any prior preference stock or preferred stock having priority over, or parity with, the preferred stock, or issue or create any bonds, notes, debentures or other indebtedness or obligation maturing more than one year after its date, or any mortgage or lien other than a purchase money mortgage on newly acquired property (and then not in excess of sixty percent (60%) of the purchase price thereof), nor shall the corporation, without such affirmative vote or consent, become guarantor or surety for a subsidiary or affiliated corporation on any such obligation or indebtedness. A transfer of assets or property by the corporation to a subsidiary, controlled or afflliated corporation, and the crea- tion by the transferee of any mortgage or lien thereon (other than a purchase money mortgage to the transferrer corpora- tion), and the issue or creation by the transferee of any in- debtedness or obligation because of ownership of such assets or property, shall be deemed to be a violation of the terms of this preferred stock issue. Form 5 OHIO PRIVATE CORPORATIONS. 116 (m) SALE OF ENTIRE ASSETS AND BUSINESS PROHIBITED. The corporation shall not sell or dispose of its entire plant, assets, business or good will or any real estate, without the affirmative vote or written consent of the holders of seventy-five percent (75%) or more of the preferred stock at the time outstanding. (n) RESTRICTION ON COMMON STOCK DIVIDENDS. No dividend shall be declared, set aside for, or paid to, the holders of the common stock, if the corporation is then in default for the payment of any dividend on the preferred stock, or has made default in the performance or observance of any of the provisions or terms thereof with respect to the preferred stock; nor if the payment of such common stock dividend will or may create a default therein; nor shall any dividend be declared, set aside or paid on the common stock unless and until the full preferential dividend on the preferred stock for the current year, and the full amount herein required to be set aside for the sinking fund for such year, shall have been set aside for such purposes out of its surplus profits. In no event shall the dividends declared or paid in any year on the common stock exceed eight percent (8%) (or, if the common stock is no-par-value stock, $........ per share) until the preferred stock shall have been redeemed in full. (0) AUTHORIZING DIVIDENDS ON COMMON STOCK UNDER CERTAIN CONDITIONS Whenever full cumulative dividends on the preferred stock for all previous years shall have been paid, or declared and set aside out of surplus profits of the corporation, and the entire preferential dividend on the preferred stock for the current year shall have been declared and set aside out of surplus profits of the corporation, and the corporation is not in default in the performance or observance of any of the terms or provisions hereof with respect to the preferred stock, then the directors may declare dividends on the common stock of the corporation, payable then or thereafter, out of the remaining surplus profits. 117 FORMS—PREFERRED STOCK OLAUSES. Form 5 (p) PREFERRED STOCK NOT TO BE CONVERTED INTO COMMON STOCK. None of the preferred stock shall be exchanged for com- mon stock or in any manner converted into common stock. (q) OPTION TO CONVERT PREFERRED INTO COMMON STOCK. The holder of any number of sharés of preferred stock may, at his election, on surrender of his certificates thereof, convert the same into common stock, in the ratio of ........ shares of common stock for each share of preferred stock. (r) RIGHTS OF PREFERRED STOCKHOLDERS LIMITED TO TERMS OF ISSUE. The holders of preferred stock shall have no rights or powers except such as are herein expressly granted. (s) RIGHTS OF PREFERRED STOCKHOLDERS INVIOLATE. The rights and powers herein granted to the holders of preferred stock shall be inviolate and shall not be abridged, modified or changed without their consent. (t) VOTING RIGHTS NOT EXCLUSIVE REMEDY OF PREFERRED STOCKHOLDERS. The right to vote, herein conferred upon the preferred stockholders, shall not deprive the preferred stockholders of any remedy to which they may be entitled at law or in equity or by statute to enforce any of the provisions hereof with respect to the preferred stock. (u) PRIORITY IN ASSETS. In the event of any liquidation or dissolution of the cor- poration, whether voluntary or involuntary, the holders of the preferred stock shall be entitled to be paid in full the par value of their shares together with dividends accumulated and unpaid thereon, before any amount shall be paid to the holders of any other stock, but shall not be entitled to share further Form 6 OHIO PRIVATE CORPORATIONS. | 118 in the assets of the corporation or the proceeds of liquidation. After the payment to the holders of the preferred stock of its par value and the unpaid accrued dividends thereon, the remaining assets of the corporation shall be distributed and paid to the holders of the common or other stock according to their respective rights. (v) PRIORITY IN ASSETS—ANOTHER FORM. Upon the voluntary liquidation, winding up or dissolution of the corporation, or voluntary distribution of its assets, the holders of preferred stock shall be entitled to the sum of one hundred and ten dollars ($110) per share, together with all accumulated dividends, but no more, before any sum shall be paid, or assets distributed, to the holders of common stock; but after payment of the sum aforesaid to the holders of preferred stock, the remaining assets and funds shall be ‘divided and paid to the holders of common stock according to their respective shares. Upon any involuntary liquidation, winding up or dissolu- tion of the corporation, the holders of preferred stock shall be entitled to the par value thereof together with all accumulated dividends, before any sum shall be paid, or assets distributed, to the holders of common stock; but after payment of the sum aforesaid to the holders of preferred stock, the remaining assets and funds shall be divided and paid to the holders of common stock according to their respective shares. No. 6. Preferred Stock Clause. First, Second and Third Preferred Stock with No-Par-Value Common Stock. FOURTH. The total number of authorized shares which may be issued by the corporation is six thousand shares, of which three thousand shares shall be common stock, without nominal or par value, one thousand shares shall be first pre- ferred stock of the par value of $100 each, one thousand shares shall be second preferred stock of the par value of $50 each, A 119 FORMS—PREFERRED STOCK. Form 6 and one thousand shares shall be third preferred stock of the par value of $25 each. The terms and provisions under which the preferred stock shall be issued are as follows: The holders of first preferred stock shall be entitled to receive, when, if and as declared from the surplus profits of the corporation, annual dividends at the rate of 8% per annum payable semi-annually on the first day of January and July. Such dividends shall be in preference to and priority over all other stockholders, and shall be cumulative, so that if in any year dividends at the rate aforesaid shall not be paid thereon, the deficiency shall be payable before any divi- dends may be paid, declared or set apart for any other stock. Whenever cumulative dividends on the first preferred stock shall have been paid in full for all previous years, and money sufficient to pay the dividend on the first preferred stock for the current semi-annual period shall have been set apart therefor, the holders of the second preferred stock shall be entitled to receive, when, if and as declared out of the surplus profits of the corporation, remaining after payment of the cumulative dividends on the first preferred stock as aforesaid, annual dividends at the rate of eight percent per annum, payable semi-annually. The dividends on the second preferred stock shall also be cumulative, and shall be payable before any dividend shall be declared, paid or set apart for third preferred stock or the common stock, so that if in any year dividends at the rate aforesaid shall not be paid thereon, the deficiency shall be payable before any dividends may be declared, paid or set apart for the third preferred stock or the common stock. Whenever cumulative dividends on the first preferred stock and the second preferred stock shall have been paid in full for all previous years, and money sufficient to pay the current dividends thereon for the current semi-annual period shall have been set aside for the first preferred stockholders and the second preferred stockholders, the holders of the third pre- ferred stock shall be entitled to receive, when, if and as de- clared out of the surplus profits of the corporation, remaining after payment of the cumulative dividends on the first preferred Form 6 OHIO PRIVATE CORPORATIONS. 120 and second preferred stocks as aforesaid, annual dividends at the rate of eight percent per annum payable semi-annually. The dividends on the third preferred stock shall also be cumu- lative and shall be payable before any dividend shall be de- -clared, paid or set apart for the common stock, so that if in any year dividends at the rate aforesaid shall not be paid thereon, the deficiency shall be payable before any dividends may be declared, paid or set apart for the common stock. — Preference as to assets. In the event of any liquidation, dissolution or winding up of the corporation, voluntary or in- voluntary, or distribution of capital assets: (a) The holders of the first preferred stock shall be first paid the full par value of their stock together with a sum equal to all accumulated and unpaid dividends, before any sums are paid, or assets distributed, to holders of other classes of stock, notwithstanding that the full sum shall not have been earned or dividends declared. (b) After payment to the holders of the first preferred stock of par plus accumulated dividends as aforesaid, the holders of the second preferred stock shall be paid the full par value of their stock, together with a sum equal to-all accumu- lated and unpaid dividends, before any sums are paid, or assets distributed, to the holders of the third preferred stock or, the common stock, notwithstanding that the full sum shall not have been earned or dividends declared. (ec) After payment to the holders of the first preferred stock and the second preferred stock of par plus accumulated dividends as aforesaid, the holders of the third preferred stock shall be paid the full par value of their stock together with a sum equal to all accumulated and unpaid dividends before any sums are paid, or assets distributed, to holders of common stock, notwithstanding that the full sum shall not have been earned or dividends declared. (d) After payment to the holders of the first preferred stock, second preferred stock and third preferred stock of par plus accumulated dividends as aforesaid, the remaining funds and assets of the corporation shall be distributed and paid to the holders of the common stock according to their respective rights. | 4 FORMS. Form 7 (Other clauses, as to dwidends on common stock, voting rights or restrictions, etc., may be adapted from the Optional Clauses in Form No. 5. One class of preferred stock is some- times created for the benefit of employes and a provision simi- lar to the following is added. Employes stock clause. The second preferred stock shall be issued only to employes of the corporation, and no employe shall be entitled to purchase or acquire such stock, from the corporation, in excess of 500 shares. If any holder of the second preferred stock shall cease to be an employe of the corporation, the corporation may, at its option to be exercised within 90 days after the termination of such employment, redeem the second preferred stock of such holder, at the par value thereof plus all accumulated and unpaid dividends, whether or not declared, by giving notice to the holder in the manner herein provided for the redemption of preferred stock generally. No. 7. Division of No-Par-Value Common Stock Into Classes. (G. C. § 8728-1.) NOTE.—Insert ‘in Fourth clause of Form No. 3. The common stock shall be divided into classes as follows: Palys shares thereof shall be designated as ‘‘Class A”? common stock, which shall have the exclusive voting power. The remaining ........ shares of the common stock shall be designated as ‘‘Class B’’ common stock, which shall have no voting power whatever. No. 8. Provision in Articles of Incorporation Limiting Each Stock. holder to One Vote Irrespective of Stock Owned. (G. C. § 8638.) NOTE.—The following may be added to the Fourth clause of Form No. 1. Provided, that each stockholder, irrespective of the amount of stock he may own, shall be entitled to one vote, and no more, Form 9 OHIO PRIVATE CORPORATIONS. 122 at any election of directors, or upon any subject submitted at a stockholders’ meeting. No. 9. PURPOSE CLAUSES. CORPORATIONS FOR PROFIT. Abstract Company. THIRD. Said corporation is formed for the purpose of making and furnishing abstracts and certificates of title to real property and to do a general searching of records. Advertising Novelty Company. — THIRD. Said corporation is formed for the purpose of manufacturing, improving, buying, selling and dealing in, at wholesale and retail, calendars, signs and all kinds of adver- tising novelties, articles and devices, and the doing of all things necessary or incident thereto. Agency Company. (Real Estate.) THIRD. Said corporation is formed for the purpose of acting as agent or broker in negotiating sales, exchanges and leases of real estate, managing real estate, collecting rents, and the doing of all things necessary or incident thereto. Agency Company. (Insurance.) THIRD. Said corporation is formed for the purpose of conducting a general insurance agency business and the business of average adjusting and the doing of all things nec- essary or incident thereto. Air-Cooling Company. THIRD. Said corporation is formed for the purpose of ventilating, purifying and regulating the humidity of air and of manufacturing, selling and dealing in all kinds of apparatus, devices and inventions designed for said purposes. EEE eee ge 123 FORMS—PURPOSE CLAUSES. Form 9 Amusement Park Company., THIRD. Said corporation is formed for the purpose of . furnishing to the public facilities for holding musical, theatrical, athletic and other entertainments, providing social entertain- ments and other means of recreation and amusement; to ac- quire, lease, own and maintain such real estate, buildings and personal property as may be necessary or proper for the objects and purposes aforesaid, and the doing of all things necessary or incident thereto. Architectural Company. THIRD. Said corporation is formed for the purpose of making plans, specifications and drawings, making estimates, superintending work, designing and building all kinds of struc- tures and of carrying on and conducting a general architectural business. Audit Company. THIRD. Said corporation is formed for the purpose of auditing accounts and books, and appraising and valuing the assets of individuals, firms and corporations, both public and private, and the doing of all things necessary or incident thereto. Automobile Bus Company. THIRD. Said corporation is formed for the purpose of operating and maintaining a municipal and interurban bus line for the transportation of passengers, baggage and freight by automobiles, busses, trucks and other vehicles, with power to acquire, lease, own, hold and maintain all real and personal property which may be necessary or proper for the objects and purposes aforesaid, and the doing of all things necessary or incident thereto. Automobile Manufacturing Company. THIRD. Said corporation is formed for the purpose of manufacturing, buying, selling and dealing in automobiles, trucks and other motor vehicles, and parts, accessories, supplies Form 9 OHIO PRIVATE CORPORATIONS. 124 and tools thereof and therefor; maintaining and operating automobile service stations, repair shops and garages; and the doing of all things necessary or incident thereto. Baking Company. THIRD. Said corporation is formed for the purpose of manufacturing, buying, selling and dealing in bread, crackers, cakes, biscuits, candies, confectionery and kindred products and all materials for the same, and doing all things necessary or inci- dent thereto. Band Company. THIRD. Said corporation is formed for the purpose of furnishing band and orchestra music and generally to do and carry out all things incident to band and orchestra organizations, including the purchase of all necessary music and instruments, uniforms and other necessary paraphernalia. Baseball Park Company. THIRD. Said corporation is formed for the purpose of acquiring, owning, leasing, equipping, improving and maintain- ing suitable grounds for a baseball park, the exhibition of base- ball games and the giving of other exhibitions therein, and the doing of all things necessary or incident thereto. Building and Loan Association. (G. C. § 9643 et seq.) THIRD. Said corporation is formed for the purpose of raising money to be loaned to its members, and others, and generally the doing of all things and the transaction of all busi ness authorized by the laws of Ohio to be done and transacted by building and loan associations. Building Company. (G. C. § 10210; Opins. Atty. Gen. 1916, p. 438.) THIRD. Said corporation is formed for the purpose of constructing and maintaining buildings to be used for hotels, 125 FORMS—PURPOSE CLAUSES. Form 9 storerooms, offices, warehouses and factories, and to acquire by purchase or lease and to hold, use, mortgage and lease all such real estate and personal property as may be necessary for such purpose, and the doing of all things necessary or incident thereto. Business College. THIRD. Said corporation is formed for the purpose of conducting a general business college, including instruction in bookkeeping, banking, penmanship, office practice, shorthand and typewriting, and all branches of study pertaining to a thorough business education, and the doing of all things necessary or incident thereto. Butchering Company. THIRD. Said corporation is formed for the purpose of carrying on a general wholesale and retail butcher, provision and food product business, manufacturing of meat foods and a general butcher business in all its branches. Car Company. THIRD. Said corporation is formed for the purpose of owning, leasing, operating and furnishing cars for the trans- portation of freight on and over railroad lines, within or with- out the state of Ohio, or partly within and partly without said state, and the transaction of such other business as is incident thereto. Clay and Brick Company. (See G. C. § 10137.) THIRD. Said corporation is formed for the purpose of leasing, buying, owning, holding and operating clay, shale, lime- stone, coal and mineral properties; mining, selling and dealing in clay, shale, limestone, coal and other minerals, the manufac- turing therefrom of brick, cement and other products, and the doing of all things necessary or incident thereto. Form 9 OHIO PRIVATE CORPORATIONS. 426 Coal Company. (See G. C. § 10137.) THIRD. Said corporation is formed for the purpose of leasing, buying, owning, holding and operating coal mines and coal properties in Ohio and other states, manufacturing coke, buying, selling and dealing in coal and coke and the products thereof, and the doing of all things necessary or incident thereto. Coal Company, Another Form. THIRD. Said corporation is formed for the purpose of mining coal and dealing in coal, coke and kindred products, by wholesale and retail, and the transaction of all business inci- dental thereto and connected therewith; with power and authority to purchase, sell or lease mineral lands and to purchase, own, lease or contro) suitable real estate for the transaction of its business. Collateral Loan Company. (G. C. § 9857 et seq.) THIRD. Said corporation is formed for the purpose of making loans on pledges of goods and chattels, and upon mort- gages thereof, and the doing of all things necessary or incident thereto. Commercial School. THIRD. Said corporation is formed for the purpose of carrying on the ordinary work of a business or commercial school, arfd of acquiring and holding the property, whether real or personal, necessary to carry on such work. Common Carrier Company. (G. C. § 10170.) THIRD. Said corporation is formed for the purpose of making and performing contracts for the carriage of persons and the storage, forwarding, carriage and delivery of property, and doing all things incident thereto and necessary for the con- venient dispatch of its business, and authorized by law. 127 FORMS—PURPOSE CLAUSES. Form 9 Construction Company. THIRD. Said corporation is formed for the purpose of carrying on the general work of a construction company, such as grading, hae track, ballasting, building bridges, and doing any and all work necessary in making and preparing roadbeds for steam, electric and other railroads, and all contract work relating thereto; also construction and contract work of every kind for cities and towns; also the construction and erection’ of buildings, and in general, doing construction and contract work of every kind. Construction Company. Another Form. THIRD. Said corporation is formed for the purpose of carrying on a general contracting, construction and building business with and for individuals, firms, private and public cor- porations and public authorities and bodies, and for that purpose to manufacture, buy, sell and deal in materials and furnish labor, and generally to do all things necessary or incident thereto. Construction Company. Another Form. THIRD. Said corporation is ‘formed for the purpose of doing a general contracting and construction business, building, constructing, manufacturing, installing, operating and repairing power plants, bridges, dams, sewers, buildings, machinery and structures of all kinds; buying, selling and dealing in the mate- tials therefor and the doing of all things necessary or incident thereto, Cooperage Company. THIRD. Said corporation is formed for the purpose of manufacturing, buying, selling and dealing in barrels, boxes and all kinds of cooperage stock and all things incident thereto. Co-operative Store Company. THIRD. Said corporation is formed for the purpose of conducting a general store, buying, selling and dealing in gro- ceries, provisions, dry goods, olptiing and general merchandise; Form 9 OHIO PRIVATE CORPORATIONS. 128 distributing merchandise to its stockholders at prices not greater than the cost thereof, with expense of distribution, and the doing of all things necessary or incident thereto. Dairy Company. THIRD. Said corporation is formed for the purpose of manufacturing, buying, selling and dealing in butter, cheese, cream and all other dairy products, and the doing of all things necessary or incident thereto. Directory Company. THIRD. Said corporation is formed for the purpose of printing and publishing city, county and state directories and of doing a general printing and publishing business. Dock and Warehouse Company. (See G. C. § 10207.) THIRD. Said corporation is formed for the purpose of establishing, constructing, acquiring, owning, leasing and operat- ing docks, wharves and warehouses in the city of .....-.--- and elsewhere in and adjacent to Lake Erie, and of receiving, shipping and forwarding merchandise and property of all kinds, issuing warehouse receipts therefor and the doing of all things necessary or incident thereto ; Driving Park Company. THIRD. Said corporation is formed for the purpose of erecting and maintaining a park and grounds, containing drive and, speedways for the purpose of recreation and amusement and holding meets therein with horses and vehicles. Drug Store Company. THIRD. Said corporation is formed for the purpose of carrying on a wholesale and retail drug, cigar and tobacco busi- ness, buying and selling drugs, druggists’ sundries, cigars and tobacco, and also for the purpose of manufacturing, compounding and selling pharmaceutical preparations. ne OE ee a 129 FORMS—PURPOSE CLAUSES. Form 9 Dry Goods and Notions Company. THIRD. Said corporation is formed for the purpose of buying, selling and dealing in dry goods, notions, furnishing goods and general merchandise in all their varieties at whole- sale and retail, also acquiring by purchase or lease such prop- erty, both real and personal, as may be deemed necessary or convenient for the aforesaid purposes; also doing all such other things and business as may be necessary, convenient or incident to the main purpose of such corporation. Electric Light and Power Company. THIRD. Said corporation is formed for the purpose of manufacturing, producing, transmitting, distributing, sell- ing and supplying electricity to public or private consumers, for light, heat and power purposes; constructing, maintaining and operating all necessary plants, poles, wires, conduits and structures for the transmission and distribution of electricity in Lie (counties of 4". 67.’ + RRA H in the municipalities and town- ships of said counties, and for lighting the streets and public and private buildings therein and the doing of all things nec- essary or incident thereto Elevator Company. (G. C. § 10172.) THIRD. Said corporation is formed for the purpose of purchasing and holding real and personal estate, erecting or purchasing and owning the necessary buildings, offices and ma- chinery for the purpose of carrying on the business of receiving, storing, delivering and forwarding grain of all kinds, and the doing of the business of general storage, warehousemen and forwarders of all kinds of produce and merchandise. Said cor- poration shall not deal as buyer or seller, on its own account or for others. Embalming Fluid Company. THIRD. Said corporation is formed for the purpose of manufacturing, compounding, buying, selling and trading in embalming fluids, embalming instruments, embalming tables, Form’9 OHIO PRIVATE CORPORATIONS. 130 disinfectants, antiseptics, deodorizers and anything pertaining to the business of embalming, preserving and caring for the human dead. Engineering and Construction Company. THIRD. Said corporation is formed for the purpose of doing a general engineering and contracting business; grading, macadamizing and all other work connected with or incident to road and street building, ballasting, railroad construction and concrete work of all kinds, acquiring by lease, purchase or other- wise, real estate and other property necessary or convenient for such purposes and the doing of all things necessary or incident thereto. Express Company. THIRD. Said corporation is formed for the purpose of doing a general express business within said state, carrying and delivering express matter. Fence Company. THIRD. Said corporation is formed for the purpose of growing and manufacturing hedge and wire fences, dealing in wire, hedge plants, tools, fence machines, patents pertaining to the same, and such other business as may grow out or on account of the said business. Foundry Company. THIRD. Said corporation is formed for the purpose of carrying on the business of a foundry and machine shop, ac- quiring, by purchase or otherwise, owning and holding the necessary real estate, buildings, machinery, tools, fixtures, sup- plies, for manufacturing and selling the products of said foun- dry and machine shop, including iron and steel castings, ma- chinery, and generally to carry on a manufactory in iron and steel products. Fish Company. THIRD. Said corporation is formed for the purpose of operating fisheries, buying, selling and dealing in, at wholesale and retail, fish, fisheries, materials and supplies; acquiring, 131 FORMS—PURPOSE CLAUSES. Form 9 owning, holding and disposing of all necessary or convenient real estate, docks, wharves, tugs and other boats, and other property and equipment, and the doing of all things necessary or incident thereto. Freight Loading Company. THIRD. Said corporation is formed for the purpose of loading coal, iron ore, freight, merchandise, materials and prop- erty of all kinds from docks or cars to boats, scows, lighters or other vessels, or therefrom to docks, or cars, conducting a gen- eral stevedore business and the doing of all things necessary or incident thereto. Furniture Company. THIRD. Said corporation is formed for the purpose of manufacturing, leasing, buying, selling and dealing in house, store and other furniture and furnishings and cabinet work of all kinds and to do all things incident thereto, including selling said goods on installments. Gas and Electric Company. (See also Light, Heat and Power Company.) THIRD. Said corporation is formed for the purpose of manufacturing, producing, distributing, furnishing and selling gas and electricity, or either, for light, heat, power and other purposes, and for doing all things incident to said purpose. 4 Natural Gas Company. (See Oil and Gas Company.) Artificial Gas Company. THIRD. Said corporation is formed for the purpose of manufacturing gas for light, heat and power, to be made from any and and all substances, or a combination thereof, from which gas can be obtained, and for the purpose of selling and disposing of the same in the Oley aise awis.. Bie and elsewhere, with full power to lay pipes and conductors therefor, through the avenues, streets, lanes and alleys thereof, and in such other places as may be necessary or convenient to supply said avenues, Form 9 OHIO PRIVATE CORPORATIONS. 132 streets, lanes and alleys, and any manufactories, public places, buildings, houses or any other place or building whatsoever with gas, for light, heat and power, together with the power to hold, occupy and employ such real and personal estate and to do such other things as may be necessary or convenient to carry out the objects of this corporation, and to manufacture and sell coke and all other products used in the manufacture of gas. General Store Company. THIRD. Said corporation is formed for the purpose of doing a general merchandise business at wholesale and retail and of buying, selling and dealing at wholesale and retail in dry goods, notions, clothing, gentlemen’s furnishing goods, hats, caps, boots, shoes, carpets, groceries, queensware, glassware, wool, live stock, grain, butter, eggs and other country produce. Glassware Company. THIRD. Said corporation is formed for the purpose of manufacturing, selling, buying and dealing in, glass bottles, glass jars and all other forms and kinds of glassware; and of doing all other acts and things in any way incidental to or con- nected with such business. Greenhouse and Nursery Company. THIRD. Said corporation is formed for the purpose of growing, raising, buying, selling and dealing in any and all kinds of trees, shrubs, vines, plants, flowers, seeds, grains, roots, vegetables, bulbs and fruits; acquiring, holding, owning and selling all real estate and personal property necessary or con- venient in carrying out of said purpose and the doing of all things necessary or incident thereto. Heating Company. THIRD. Said corporation is formed for the purpose of making and supplying steam and steam heat for both public and private consumption and use; also the supplying of hot water for said use; and the purchase and use of such tools, 133 FORMS—PURPOSE CLAUSES. Form 9 engines, pipes and other apparati and equipment necessarily incident to said business; and to acquire franchises and privi- leges to so supply said steam, steam heat and hot water. Hotel and Restaurant. THIRD. Said corporation is formed for the purpose of doing a general hotel, restaurant and catering business, and the doing of all things necessary or incident thereto. NOTE.—For hotel building company, see Building Company. INSURANCE COMPANIES. Life, Accident, etc., Insurance Company. (Corporation for Profit.) (G. C. §§ 9339, 9385, 9340). THIRD. Said corporation is formed for the purpose of mak- ing insurance on the lives of individuals, and every insurance appertaining thereto or connected therewith, in Ohio and else- where, on the stock plan, and granting, purchasing and disposing of annuities, and, further, of insuring against accidents to, and sickness, temporary or permanent physical disability, of, individ- uals, and the doing of all things necessary or incident thereto. (As to the following special provisions, see G. C. § 9340.) FOURTH. The corporate powers of said corporation are to be exercised according to the provisions of Chapter 1, Subdi- vision 1 of Division III, Title IX, Part Second, of the General Code of Ohio, and of the regulations and by-laws of said cor- poration. FIFTH. The number of directors of said corporation shall be twenty-one (21) all of whom shall be stockholders and a majority of whom shall be citizens of the state of Ohio. The directors shall be elected at the annual meeting of the stock- holders of the corporation on the second Monday in January in each year and shall hold office until the next annual meeting of the stockholders and until their successors are chosen and quali- fied. The other officers of said company shall be elected -an- nually by the board of directors at the first regular meeting or Form 9 OHIO PRIVATE CORPORATIONS. 134 special meeting of the board after such annual election. In the event of a vacancy occurring in said board by death or other- wise, the same shall be filled by the affirmative vote of a major- ity of the members of the board of directors. SIXTIL. Regulations for the government of the business and affairs of the company, not inconsistent with law, may be adopted, changed or amended. by a majority vote of the share- holders at any annual meeting or at any special meeting, pro- vided notice of such special meeting shall show that an amend- ment of the regulations will be proposed. ‘T’he board of direct- ors of the corporation may from time to time adopt, change, amend or repeal by-laws not inconsistent with law, governing the transaction of its business and affairs. SEVENTH. The capital stock of said company and the amount of capital to be employed shall be .......-...+++5- CREA eRe ) dollars divided into ........... SS onde ) shares Olgia tata COLaGs Cbeiee 0 o.5 ) each. Fire Insurance, Etc., Company. (G. C. § 9607-2.) THIRD. Said corporation is formed for the purpose of insuring, transacting and making insurance against loss or damage to property and loss of use and occupancy by fire. lightning, hail, tempest, flood, earthquake, frost or snow, ex- plosion, fire ensuing and explosion, no fire ensuing, except explosion by steam boiler or flywheels ; against loss or damage by water caused by the breakage or leakage of sprinklers, pumps or other apparatus, water pipes, plumbing, or their fixtures, erected for extinguishing fires, and against accidental injury to such sprinklers, pumps, other apparatus, water pipes, plumbing or fixtures; against the risks of inland transportation and navigation; upon automobiles, whether stationary or oper- ated under their own power, against loss or damage by any of the causes or risks hereinbefore specified, including also trans- portation, collision, liability for damage to property resulting from owning, maintaining or using automobiles and including burglary or theft, but not including loss or damage by risk of bodily injury to the person. 135 FORMS—PURPOSE CLAUSES. Form 9 Mutual Insurance Company. (Liability, Disability, Etc.) (G. C. § 9607-2.) (Insert in articles of incorporation of corporation not for profit.) THIRD. Said corporation is formed for the purpose of insuring, transacting and making insurance and reinsuring and accepting reinsurance and protecting its members against risks as follows: (a) Liability insuranee. Against loss, expense or liability by risk of bodily injury or death by accident, disability, sick- ness or disease suffered by others for which the insured may be liable or have assumed liability not including workman’s com- pensation. (b) Disability insurance. Against bodily injury or death by accident and disability by sickness. (c) Automobile insurance. Against loss, expense and lia- bility resulting from the ownership, maintenance or use of any automobile or other vehicle, provided no policies shall be issued against the hazard of fire alone. (d) Steam boiler insurance. Against loss or liability ‘to persons or property resulting from explosions or accidents to boilers, containers, pipes, engines, flywheels, elevators and machinery in connection therewith and against loss of use and occupancy caused thereby and to make inspection and issue certificates of inspection thereon. — (e) Use and occupancy insurance. Against loss from the interruption of trade or business which may be the result of any accident or casualty. (f) Miscellaneous insurance. Against loss or damage by any hazard upon any risk not before set forth which is not prohibited by statute or at common law from being a subject of insurance except life insurance. Said insurance shall be on the mutual plan as authorized and regulated by the laws of the State of Ohio relating to mutual companies transacting said insurance business and the company shall have all the powers necessary and incident to carrying on said insurance upon said plan. Form 9 OHIO PRIVATE CORPORATIONS. 136 Mutual Protective Insurance Association. (G. C. §§ 9593, 9594.) (Insert in articles of incorporation of corporation not for profit.) THIRD. Said corporation is formed for the purpose of enabling its members to insure each other against loss or damage by fire or lightning, cyclones, tornadoes or wind storms, hail storms and explosions from gas, on property in Ohio, and to enforce any contract not inconsistent with the insurance ‘laws of Ohio which may be by them entered into whereby the contracting parties shall agree to be specifically assessed for the payment of incidental purposes and losses which may occur to its members. FOURTH. Said corporation shall insure farm buildings, detached dwellings, schoolhouses, churches, township buildings, grange buildings, farm implements, farm products, live stock, household goods, furniture, pleasure and utility vehicles, motor vehicles; steam, gas, gasoline and oil engines; motor trucks and tractors, electric motors, electric appliances, lighting systems, and such other property as is authorized by Section 9593 of . the General Code of Ohio, and shall be limited to property not classed as extra hazardous, and such property may be located within or without any municipality in the State of Ohio. Accident, Etc., Company not for Profit. (G. C. $§ 9445 to 9451.) (Insert in articles of incorporation of corporation not for profit.) THIRD. Said corporation is formed for the purpose of insuring against accidental personal injury and loss of life, sustained while traveling by railroad, steamboat or other mode of conveyance, and against accidental loss of life and personal injury, sustained by accident of any description what- soever and against expenses and loss of time occasioned by injury or sickness and: on such terms and conditions and for such periods of time, and confined to such counties and locali- ties, and to such persons as may at any time be provided in the by-laws of the company. Said insurance to be conducted 137 FORMS—PURPOSE CLAUSES. Form 9 under and in accordance with Title IX, Div. III, Subdiv. I, Ch. 3, Section 9445 to 9451, both inclusive, of the General Code of Ohio, and with power to do all other things incidental thereto or necessary to be done to carry out said purpose. Mutual Protective Association. (Life and Accident.) (G. C. § 9427 et seq.) (Insert in articles of incorporation of corporation not for profit.) THIRD. Said corporation is formed for the purpose of trans- acting the business of life (and accident) insurance, on the as- sessment plan, under sections 9427, 9428 and 9429 of the General Code of Ohio, and of doing all things necessary and incident thereto. Live Stock Mutual Protective Association. — (G. C. §§ 9608, 9609.) (Insert in articles of incorporation of corporation not for profit.) THIRD. Said corporation is formed for the purpose of enabling its members to insure each other against loss from death of domestic animals, and to enforce any contract by them entered into, whereby they specifically agree to be assessed for the payment of losses and incidental expenses. Credit Insurance Company. (G. C. § 9621.) THIRD. Said corporation is formed for the purpose of guar- anteeing and indemnifying merchants, manufacturers, traders and those engaged in business, and giving credit, from loss and damage by reason of giving and extending credit to their cus- tomers and those dealing with them, and the doing of all things necessary and incident thereto. FOURTH. (Add paragraphs Fourth, Fifth, Sixth and Sev- enth, of Articles of Life, Accident, etc., Insurance Company, above.) See G. C. Secs. 9621, 9340, 9341. Form 9 OHIO PRIVATE CORPORATIONS. 138 Interurban and Street Railway Company. (G. C. § 9117.) THIRD. Said corporation is formed for the purpose of constructing, building, acquiring, by purchase, lease or other- wise, and owning, maintaining and operating a line of railroad with rights of way, roadbed, single or double tracks, side tracks, switches, spurs, turnouts, branches, extensions, stations, depots, terminals, way stations, freight houses, power houses, lines for the transmission of electric power, telegraph and telephone lines, and all other necessary or convenient appurtenances and appli- ances incidental to the operation of a railroad; said railroad to be operated by electric or other motive power except animal power; of acquiring and holding real estate and personal prop- erty and all equipment and accessories necessary, convenient and proper to carry out the purposes herein mentioned, of construct- ing, owning and operating power plants for the generating of elec- tricity by steam, water or other motive power, the same to be used in propelling its cars, rolling stock and machinery’; of using, supplying and selling electricity so generated, for heat, light. power and other purposes, and receiving compensation therefor; . for transporting passengers, packages, express matter, United States mail, baggage and freight, and engaging in the general business of a common carrier upon its railroad, or lines of rail- way, telegraph and telephone lines; and with full right to pur- chase, lease, sublease or otherwise acquire electricity or other motive power. said line of railroad shall have the city of ........ , county 19 Ge ie oh Mae SW , state of Ohio, for one terminus, and the. city ene eae eRe PA COMULV EOL arte rns cas , state of Ohio, for its other terminus, and shall pass through the following named coun- {ies.in: the. stabe.ol O10, 0. Wil: .. ceGaicd acces especie oot oe Iron Company. (G. C. § 10143.) THIRD. Said corporation is formed for the purpose of manufacturing, buying, selling and dealing in iron and steel and the various products and forms thereof. 139 FORMS—PURPOSE CLAUSES. Form 9 Light, Heat and Power Company. THIRD. Said corporation is formed for the purpose of producing, acquiring, buying, leasing, using, furnishing, supply- ing, selling, transmitting, and distributing light, heat and power, generated by means of gas, electricity, steam or hot water, or any or all of them, and in connection therewith, of constructing, acquiring, purchasing, using, leasing or purchasing plants, works, constructions, or parts thereof for the production, use, trans- mission, distribution, regulation, control or application of gas, electricity, steam or hot water, and the doing of all things neces- sary or incident thereto. Live Stock Company. THIRD. Said corporation is formed for the purpose of buy- ing, breeding, raising, selling and dealing in horses, cattle and all other kinds of live stock, vehicles, harness and other equip- ment therefor, and the doing of all things necessary or incident thereto. . Loan or Discount Company. THIRD. Said corporation is formed for the purpose of loaning money upon, buying, dealing in, and selling, as prin- cipal or agent, bills of lading, warehouse receipts, commercial paper, book accounts, choses in action, contracts for the sale cf real property, conditional contracts for the sale of persona! property, and mortgages and pledges of personal property and the doing of all things necessary or incident thereto. Lodge Building Company. (G. C. § 10196.) THIRD. Said corporation is formed for the purpose of erect- ing, equipping and maintaining a building, to be used and oc- CUplede hy 43. sis. Pty (specify two or more lodges which will occupy the building) as a lodge room and club house; of ac- quiring, owning, holding and disposing of real estate and _per- sonal property necessary or convenient to carry out the purpose aforesaid and the doing of all things necessary or incident thereto. Form 9 OHIO PRIVATE CORPORATIONS. 140 Lumber Company. THIRD. Said corporation is formed for the purpose of doing a general manufacturing and wholesale lumber business ; manufacturing wood products of every description; buying, sell- ing and dealing in lumber, at wholesale or retail, in its own behalf and as agent, factor, or broker; acquiring, by lease, pur- chase or otherwise, and holding and disposing of such timber lands and other real and personal property as is necessary or convenient for carrying out the foregoing purpose and the doing of all things necessary or incident thereto. Mail Order Company. THIRD. Said corporation is formed for the purpose of con- ducting a mail order business in a general line of ..........-- (specify articles to be dealt in) and the doing of all things nec- essary or incident thereto. Mail Tube Company. (See G. C. § 3645-1.) THIRD. Said corporation is formed for the purpose of es- tablishing and carrying on the business of transporting and de- livering United States mail, messages, packages, commercial bundles, and merchandise; conducting a general forwarding busi- ness by and through subways, underground tubes, tunnels, con- duits and other similar means, operated by air, electricity or other motive power, and also by vehicles, and motor vehicles; transmitting and supplying power along the line of its subways, mail tubes, tunnels, or conduits; acquiring, holding, owning, leas- ing, and disposing of inventions, letters patent and patent rights relating to such tubes, tunnels, or conduits and the motive power thereof, and the doing of all things necessary or incident thereto. Manufacturing Company. (G. C. §§ 10137 to 10141; Opins. Atty. Gen. 1916, p. 1497.) THIRD. Said corporation is formed for the purpose of man- ufacturing, buying, selling and dealing in ............ (specify 141 FORMS—PURPOSE CLAUSES. Form 9 articles to be manufactured) ; of acquiring, owning, holding and selling real estate and personal property necessary or convenient to carry cut the purpose aforesaid and the doing of all things necessary or incident thereto. Market House Company. (G. C. § 10151.) THIRD. Said corporation is formed for the purpose of con- structing and maintaining a market house in ........ » Ohio, and exercising all the powers which may be exercised il such corporations under the laws of Ohio. Mausoleum Company. THIRD. Said corporation is formed for the purpose of erect- ing, maintaining, operating and selling mausoleums, crypts, vaults and buriai places for the dead; caring for, preserving and pro- tecting dead bodies and the doing of all things necessary or inci- dent thereto. Meat Market Company. THIRD. Said corporation is formed for the purpose of buying, selling and dealing in meats, fish, fowl and provisions and the doing of all things necessary or incident thereto. Men’s Furnishing Company. THIRD. Said corporation is formed for the purpose of dealing in woolens, trimmings and fabrics used in connection with the tailoring business; in the manufacture, purchase and sale of custom made and ready made clothing of every kind and nature and for the purpose of dealing in furnishing goods. Mercantile Agency Company. THIRD. Said corporation is formed for the purpose of compiling, collecting, publishing and selling commercial emedit rating and other directories, collecting accounts, furnishing reports and abstracts and certificates of titles and the per- forming of such other business as usually pertains to the pub- Form 9 OHIO PRIVATE CORPORATIONS. 142 lishing of reference and other directories, making collections and furnishing financial reports and abstracts and certificates of titles with the right to acquire and hold by lease or pur- chase, such real and personal estate as may be necessary to the carrying on of said business. Mercantile or Trading Company. THIRD. Said corporation is formed for the purpose of buy- ing, selling and dealing in, at wholesale or retail, .....-..---: (specify kinds of merchandise to be dealt in, as “cigars, tobacco, pipes and smokers’ supplies”) and the doing of all things nec- essary and incident thereto. Messenger Service Company. THIRD. Said corporation is formed for the purpose of constructing, maintaining, leasing and operating lines of tele- graph for the private use of individuals, firms, corporations, municipal and otherwise, for general business, for police, fire and burglar alarm telegraph service, and in connection there- with for constructing, owning and operating a general mes- senger, delivery and district telegraph service, a general collec- tion, storage and delivery of packages, freight and other proper- ties, for the constructing, owning and operating of a local sys- _ tem of electrical call-boxes for messages, messengers, fire and burglar alarm signals and signals for police and fire patrol and night watchmen, and for any other purpose or purposes in con- nection therewith or incident thereto; also the manufacture and sale of any and all electrical or other appliances, supplies and fixtures necessary or incidental to the carrying on of said busi- ness, and also to carry on a general electrical construction and supply business, and to generate and supply electricity for any and all purposes. , Said company may also act as advertisers, distributors and general agents for handling the business and collecting and re- mitting funds in connection therewith, of corporations, firms or individuals. It may engage in the business of furnishing sta- tionery and advertising matter, devices and novelties of all kinds. 143 FORMS—PURPOSE. CLAUSES. Form 9 Millinery Company. THIRD. Said corporation is formed for the purpose of manufacturing, importing, buying, selling, jobbing and dealing: in millinery of every. description and doing all things incident thereto, and for owning and holding such real and personal prop- erty as may be necessary or convenient therefor. Milling Company. THIRD. Said corporation is formed for the purpose of owning, controlling and operating flour and grist mills, and for buying and selling, at wholesale and retail, and dealing in, grain, seed, flour, feed and kindred merchandise, and for the purpose of owning all machinery, privileges, real estate and other property needed in carrying on such business, and for doing all things incident to such purposes and business. Mineral Water Company. THIRD. Said corporation is formed for the purpose of preparing, manufacturing, bottling, buying, selling, vending, dealing in and furnishing to dealers and consumers, drinking and table water; carbonated water, carbonated and other non- intoxicating beverages, and to do all things incident thereto, and for the further purpose of manufacturing, buying, selling and dealing in such machinery, tanks, fountains, bottles and other material as may be used in connection with or in or about the preparation, manufacture, dealing in or furnishing such water or beverages and to do all things incident thereto. Mining Company. (See G. C. §§ 10137, 10139, 10142 and 10143.) THIRD. Said corporation is formed for the purpose of mining, manufacturing and dealing in (specify ores, minerals, ete.), and acquiring, by purchase, lease or otherwise, owning, holding and selling real estate and personal property in the State of Ohio and elsewhere necessary or convenient for the better transaction of the business of the company, and to Form 9 OHIO PRIVATE CORPORATIONS. 144 insure or aid in the carrying out of the general powers of the company, and the doing of all things necessary or incident thereto. Mortgage Company. (See Loan and Discount Company, above.) Motion Picture and Vaudeville Theater Company. THIRD. Said corporation is formed for the purpose of purchasing, renting and holding real estate and constructing buildings thereon for the purpose of operating and conducting motion picture and vaudeville entertainments and the doing of all things necessary or incident thereto. Motion Picture and Vaudeville Theater. Another Form. THIRD. Said corporation is formed for the purpose of buying, leasing or otherwise acquiring and owning, holding, operating and conducting motion picture and vaudeville theaters and the doing of all things necessary or incident thereto. Musical Instrument Company. THIRD. Said corporation is formed for the purpose of manufacturing, purchasing, selling and dealing in all kinds of pianos, organs, automatic pianos, instruments of all kinds, ap- pliances, supplies and all things incident thereto. Ohio River Bridge Company. (G. C. § 9310 et seq.) THIRD. Said corporation is formed for the purpose of constructing, owning,’ maintaining and operating a toll bridge over the Ohio River, with one or more tracks, for railway and highway traffic from a point in .......... Township, . 2. ists County, Ohio, on the northerly side of said river to a point in Nitcdete aie here Township, .. ./...:5..0.2Conntys State Of sinc ived, on the southerly side of said river, with suitable avenues and approaches thereto, and for such purposes and objects to have 145 FORMS—PURPOSE CLAUSES. Form 9 the powers enumerated and conferred on such companies by sections 9310 to 9313 of the General Code of Ohio and the doing of all things necessary or incident thereto. Oil and Gas Company. (See G. C. §§ 10137, 10139.) THIRD. Said corporation is formed for the purpose of drilling for and accumulating petroleum oil and natural gas, buying and selling oil and gas rights, privileges and leases, and oil and gas and the products thereof, leasing oil and gas terri- tory, refining, manufacturing and dealing in oil, dealing in land containing oil and other minerals and the doing of all things necessary or incident thereto. Oil and Gas Company. Another Form. THIRD. Said corporation is formed for the purpose of leasing, acquiring, holding, operating and disposing of petroleum oil and natural gas properties, drilling for petroleum oil and natural gas, producing, accumulating and disposing of petroleum oil and natural gas, and the products thereof; manufacturing, distilling, refining and otherwise converting such oil and gas and the products thereof, and marketing and disposing of the same, and the doing of all things necessary or incident thereto. Orchard Land Company. THIRD. Said corporation is formed for the purpose of buying, selling and dealing in orchard lands, and the products thereof, cultivating and maintaining orchards and nurseries, and the doing of all things necessary or incident thereto. Said corporation is formed subject to the provisions of section 8648 of the General Code of Ohio. Patent Rights Company. (Kardo Co. v. Adams, 231 Fed. 950; 14 O. L. R. 223.) THIRD. Said corporation is formed for the purpose of purchasing, leasing or otherwise acquiring, and of registering, Form 9 OHIO PRIVATE CORPORATIONS. 146 owning and using inventions, improvements, trade secrets, processes or interests therein, and applying for and receiving, purchasing or otherwise acquiring, letters patent, or rights or interests under letters patent, for or upon motor and other vehicles, or means of transportation, and traction and pro- pelling machinery, and for or upon the mechanism, parts or equipment of the same, or the tools or machinery for the manu- facture of the same; and of selling, or granting licenses and rights under or in respect of such secrets, processes, inventions, improvements or patents, and otherwise dealing in respect of ‘or with the same, or either of them; and of manufacturing, using and dealing in the vehicles, articles, machinery, equip- ment and parts covered by or provided for in said inventions, patents or improvements, and of doing all things necessary, proper and incidental to the transaction of said business, or any part thereof. Eva Patent Rights Company. Another Form. THIRD. Said corporation is formed for the purpose of applying for, acquiring, leasing, purchasing, registering, holding, owning and using any and all trade secrets, processes, inventions and imptovements whether secured by letters patent in the United States or elsewhere, or otherwise; operating, manufac- turing and using the same; selling, assigning, granting of licenses in respect of, and otherwise disposing of the same and the doing of all things necessary or incident thereto. Pipe Line Company. (G. C. § 10128.) THIRD. Said corporation is formed for the purpose of transporting oils and other fluids through, tubing and pipes and for handling and storing the same in tanks or otherwise and exercising all the powers which may be exercised by such cor- porations under the laws of Ohio. Pottery Company. THIRD. Said corporation is formed for the purpose of manufacturing, buying and selling china pottery and earthen- 147 - FORMS—PURPOSE CLAUSES. Form 9 ware; to decorate and embellish the same; to mine and manu- facture and deal in china clay, flint and feldspar and all mate- rials of any nature used in the manufacture of said wares and to acquire, hold and possess and sell real estate and other property necessary for the proper and convenient conduct of said business for profit. . Printing and Publishing Company. THIRD. Said corporation is formed for the purpose of doing a general printing, publishing, binding, engraving, electro- typing and lithographing business, and the doing of ‘all things necessary and incident thereto. Publishing Company. THIRD. Said corporation is formed for the purpose of printing and publishing newspapers, magazines, periodicals; conducting a general advertising and printing business and the doing of all things necessary or incident thereto. Railroad Company. THIRD. Said corporation is formed for the purpose of building, constructing, acquiring by purchase, lease or other- wise, and owning, maintaining and operating a railroad with rights of way, roadbed, tracks, side tracks, spurs, switches, sta= tions, depots, terminals, way stations, freight houses, power houses, lines for the transmission of electric power, telegraph and telephone lines, and all necessary, useful and convenient buildings and structures, having the city of .......... , county OR, BEALE , State of Ohio, for one terminus and the city of Pee sla Ss. pH COUNEY? OF (Sc... 4c. +, State “Of Ohio; for” its other terminus, and passing through the following named counties in Enerstate of Ohio,“t0 Wits +. s'est. ss PTUs gestciccate «, o4 , and with branches from said main line to towns or places within the lim- its of said counties, or to connections with other railroads within the state, or to mines, clay banks, quarries, manufacturing .estab- lishments, elevators, warehouses and navigable waters; said rail- road to be operated by steam, electric or other motive power ; Form 9 OHIO PRIVATE CORPORATIONS. 148 and of building, constructing, manufacturing and acquiring, by purchase, lease or otherwise, the necessary engines, locomotives, | motors, cars, coaches, rolling stock and equipment of all kinds necessary, sufficient and convenient for the proper and profitable operation of such railroad; of owning real estate in all the said counties sufficient and proper for maintaining such stations, de- pots, terminal facilities, way stations, freight houses, power houses and yards necessary, sufficient and convenient for the proper and profitable operation of a complete railroad system; of owning real estate, with buildings, structures, machinery, tools and other appliances sufficient for shops and repair shops, for the purpose of making, manufacturing, building and repairing engines, locomotives, motors, cars, coaches and rolling stock and equipment of all kinds. Real Estate Company. (G. C. §§ 8648-8650). THIRD. Said corporation is formed for the purpose of buying, or otherwise acquiring, owning, selling and dealing in ~ real estate and the doing of all things incident thereto, sub- ject to the provisions of sections 8648, 8649 and 8650 of the General Code of Ohio. 3 Sales Agency Company. THIRD. Said corporation is formed for the purpose of doing a general agency and commission business, buying, sell- ing and dealing in .......... (specify articles) for itself and as agent, factor and broker and the doing of all things neces- sary or incident thereto. Sand and Gravel Company. THIRD. Said corporation is formed for the purpose of acquiring, by dredging, purchase, or otherwise, selling and dealing in sand, gravel, crushed stone and building materials and supplies, and the doing of all things necessary or incident thereto. 149 FORMS—PURPOSE CLAUSES. Form 9 Sanitorium Company. (G. C. § 8624.) THIRD. Said corporation is formed for the purpose of erecting, owning and conducting sanitoriums for the receiving of and caring for patients and for the medical, surgical and hygienic treatment of such patients,-and for instruction of nurses in the treatment of disease and hygiene. Sanitorium and Drug Company. THIRD. Said corporation is formed for the purpose of manufacturing, compounding, using, buying, selling and deal- ing in drugs, medicines, surgical instruments, chemicals and formulae; erecting, owning and conducting sanitoriums or hos- pitals for the receiving and caring for patients, and for the medical, surgical and hygienic treatment of the diseases of such patients, and for the instruction of nurses in the treatment of disease and in hygiene, and of doing all things necessary to carry out, or incident to, said purpose. Scenic Railway Company. THIRD. Said corporation is formed for the purpose of manufacturing, operating and selling scenic and pleasure rail- ways of improved construction covered by letters patent of the United States; to acquire the control of said and future patents upon or in relation to such railways; to introduce said structures into public use; and, in connection with said business, to man- ufacture, use and vend such articles as may be conveniently and profitably dealt with in that connection; and to acquire and use such property as may be necessary or convenient for the afore- said business of the company. Securities Company. THIRD. Said corporation is formed for the purpose of acquiring, owning, holding and disposing of bonds, commercial paper, choses in action, mortgages, bills of lading, warehouse receipts and other securities, as owner, agent, factor or broker, and the doing of all things necessary or incident thereto. Form 9 OHIO PRIVATE CORPORATIONS. 150 Sewerage Company. (G. C. § 10157 ev seq.) THIRD. Said corporation is formed for the purpose of constructing, maintaining and operating a sewer OM .......... WANCUUC, os. 35.0% vss © Ohio, draining the streets, alleys, buildin ge and grounds lying’ contiguous and adjacent to said avenue, and the doing of all things necessary or incident thereto. Stock-Yard Company. (G. C; § 10211). THIRD. Said corporation is formed for the purpose of erecting and maintaining pens, buildings and other structures for the safe keeping of live stock intrusted to it on sale or other- wise, and to purchase or lease such real estate as may be neces- sary for the convenient prosecution of said business. Taxicab and Garage Company. THIRD. Said corporation is formed for the purpose of doing a general taxicab and automobile livery. business, acquiring, owning, operating, letting and renting automobiles, taxicabs, motor and other vehicles for hire, in the transportation of per- sons and. property; the conducting of a general automobile garage and repair business; buying, selling and dealing in auto- mobile supplies, parts and accessories, and the doing of all things necessary or incident thereto. Telephone Company. THIRD. Said corporation is formed for the purpose of building, purchasing, or otherwise acquiring, equipping, main- taining and operating telephone exchange systems and fur- nishing telephone service in ............ and neighboring townships and villages. One terminus of said improvement Wale 1 era elaine. 4s QUIMEDS OL: a5: tp.) arene the , Ohio, and the other termintis will be in ........... , county of dig sete ae TT Ohio“ wainn lines extending Mito Seats ees (specify youieye 151 FORMS—PURPOSE CLAUSES. Form 9 Telephone Company. (Local.) THIRD. Said corporation is formed for the purpose of constructing, maintaining and operating a telephone exchange system in the city of .......4.. , Ohio, and in the county of Perea eas ‘,.., In said state. Telephone Company. (Mutual.) THIRD. Said corporation is formed for the purpose of giving its members, together with their families and help in business relations, free telephone service over any of its lines and to enforce any of its contracts which may be by them en- tered into by which those entering shall agree to be assessed specifically for incidental purposes and for the payment of ex- change services. Tennis Club Company. THIRD. Said corporation is formed for the purpose of promoting the game of tennis; acquiring, by lease, purchase or otherwise, owning, holding and selling such real estate and per- sonal property as may be necessary or convenient for construct- ing, equipping and maintaining tennis courts and club. houses for its members and guests, and the doing of all things neces- sary or incident thereto. Theater Company. THIRD. Said corporation is formed for the purpose of operating theaters for the exhibition of motion pictures, shows and theatrical performances, the providing of other forms of public entertainment and amusement; of constructing, buying, leasing, owning, maintaining and selling such real estate, build- ings and personal property as may be necessary or convenient to the carrying out of said purpose, and the: doing of all things hecessary or incident thereto. Title Guarantee and Trust Company. (G. C. § 9850.) THIRD. Said corporation is formed for the purpose of preparing and furnishing abstracts and certificates of title to real Form 9 OHIO PRIVATE CORPORATIONS. 152 estate, bonds, mortgages and other securities; guaranteeing such titles, the validity and due execution of such securities, and the performance of contracts incident thereto; making and nego- tiating loans for itself and as agent or trustee for others, and guaranteeing the collection of interest and principal of such loans; taking charge of and selling, mortgaging, renting or otherwise disposing of real estate for others, and performing all the duties of an agent relative to property deeded or otherwise entrusted to it; owning real estate, as a place for carrying on its business, and to do any and all things necessary or inci. dental to an abstract, title guarantee and loaning business, and the transaction of any and all business incidentally or necessarily connected with each or all of the foregoing provisions. Towel Supply Company. THIRD. Said corporation is formed for the purpose of buying, selling, leasing and otherwise supplying white coats, aprons, towels, napkins and other linen, soap, combs, brushes and other toilet articles, with cabinets therefor, to persons, firms and corporations, in offices, stores, factories and other places, con- ducting a laundry, and the doing of all things necessary or in- cident thereto. Transfer Company. THIRD. Said corporation is formed for the purpose, of transferring, moving and delivering baggage, household goods and other personal property, the carrying of passengers and prop- erty by automobiles, trucks and other vehicles in the city of ih aerate: vison , Ohio, and in the vicinity thereof and the doing of all things necessary or incident thereto. Undertaking Company. THIRD. Said corporation is formed for the purpose of engaging in the undertaking business; buying, selling, renting, supplying and furnishing caskets, coffins and burial and funeral supplies and furnishings; owning and operating an ambulance and coach service and the doing of all things necessary or inci- dent thereto. —— Ct 153 FORMS—PURPOSE CLAUSES. Form 9 Union Interurban Depot and Terminal Company. (G. C. § 9169-1 et seq.) THIRD. Said corporation is formed for the purpose of constructing, owning, maintaining ‘and operating a union élec- tric interurban terminal depot and connecting tracks, with all necessary and proper yards, tracks, buildings and structures for the use of interurban and street railways, with all the rights, privileges and powers incident thereto or connected therewith, and with all the properties, rights, privileges and powers given or granted to such a corporation under any general or special law of the state of Ohio, including the power to purchase, ap- propriate or condemn private lands for the purpose aforesaid and to hold and improve the same, and also the power of acquir- ing all necessary, proper or desirable rights of way or franchises for electric interurban railways to enter said interurban _ter- minal and depot buildings and grounds. Said union electric interurban terminal and depot. and connecting tracks and the improvements connected therewith shall be located in the city of ee ee SE ROULEY Olyrodt-weaideasdh Od SHALE OL oat» one cone sy Vessel Company. THIRD: ‘Said corporation is formed for the purpose of purchasing, building, leasing, chartering, acquiring, owning, op- erating and-selling steamboats and all other kinds of vessels and water craft, the doing of a general freight and passenger busi- ness, and towing; of acquiring, by purchase or otherwise, such real estate, docks, wharfs, equipment, appliances and other prop- erties as may be necessary or convenient to carry out such pur- pose and the doing of all things necessary or incident thereto. Warehouse Company. THIRD. Said corporation is formed for the purpose of establishing, maintaining and conducting warehouses for the storage, receipt, custody, shipment and forwarding of personal property and chattels of all kinds; issuing warehouse receipts Form 9 OHIO PRIVATE CORPORATIONS. 154 therefor; acquiring, holding, owning and selling real estate and personal property, including trucks and moving vans, necessary or convenient in the carrying out of said purpose and the doing of all things necessary or incident thereto. Waste Paper and Junk Company. THIRD. Said corporation is formed for the purpose of buying and otherwise acquiring, selling and dealing in waste paper, rags, bottles, broken glass, zinc, iron, rubber, brass, junk and other kindred articles and the doing of all things necessary or incident thereto. Water Transportation Company. THIRD. Said corporation is formed for the purpose of purchasing, chartering. acquiring, owning, handling or operating steamships, vessels and other vessel property or interest therein; purchasing, constructing or owning all necessary or proper terminal facilities, including all real estate and personal prop- erty as may be suitable or necessary thereto and doing all such things as may be properly incident to the above enumerated purposes. Water Transportation Company. Another Form. THIRD. Said corporation is formed for the purpose of building, buying, selling, leasing and renting boats, barges and all kinds of water craft and operating the same in towing, freight- ing and transporting, by water, of any and all kinds of merchan- dise and property, and the doing of all things necessary or inci- dent thereto. Waterworks Company. THIRD. Said corporation is formed for the purpose of supplying the city of ............ and the inhabitants thereof and individuals, firms, corporations, townships and municipali- ties within said city and in the vicinity thereof with water for domestic, sanitary, manufacturing, fire and other purposes; of acquiring, erecting, maintaining, owning and operating all nec- essary, expedient or convenient pumping stations, settling basins, 55 FORMS—BANK AND TRUST COMPANY. Form 10 filtering galleries, reservoirs, water towers, buildings, structures, engines, machinery, appliances and equipment; of acquiring, lay- ing and maintaining in public streets, alleys, lanes, highways and public and private grounds, pipe lines, conduits and con- nections through which to distribute water; and of acquiring, by lease, purchase or otherwise, owning, selling and conveying all such real estate, water rights, easements and franchises as may be necessary or convenient to carry into effect the corporate pur- poses aforesaid and the doing of all things necessary or incident thereto. Wrecking Company. THIRD.° Said corporation is formed for the purpose of erecting, purchasing, moving, wrecking, selling and _ erecting buildings and structures and building material and the doing of all things necessary or incident thereto. No. 10. Bank and Trust Company. Articles of Incorporation. (G. C. §§ 710-41, 710-42.) These Articles of Incorporation of Witnesseth, that we, the undersigned, all (or, a majority) of whom are citizens of the State of Ohio, desiring to form a corporation, to establish'a bank under the banking laws of said state, do hereby certify: FIRST. The name of said corporation shall be The SECOND. Said corporation is to be located at .......... f ee ee eee County, Ohio, and its principal business there transacted. THIRD. Said corporation is formed for the purpose of conducting a commercial bank, a savings bank, and a trust company; exercising all of the powers which may be exercised Form 11 OHIO PRIVATE CORPORATIONS. 156 by a corporation engaged in such business, and the doing of all things necessary or incident thereto. (Complete as in Form No. 1, beginning at the Fourth clause.) NOTE—The above purpose clause combines the three classes of business authorized by G. C. §§ 710-41 and 710-42. Omit the classes of business which are not to be transacted, if any. No. 11. Farmer’s Co-operative Association. Articles of Incorporation. (G. CG. § 10186-6.) These Articles of Incorporation of The X. Y. Co-operative Milk Producers’ Association Witnesseth, that we, the undersigned, all of whom are - yesidents of the State of Ohio, desiring to form a co-operative milk producers’ association under the laws of Ohio, do hereby eertify : FIRST. The name of*the association shall be The X. Y. Co-operative Milk Producers’, Association, SECOND. Said association is formed for the purpose of collective processing, preparing for market, handling and marketing of milk and all dairy products and by-products, and the doing of all things necessary or incident thereto. 5 THIRD. Said association is to be located and its principal business is to be tramsacted at ..........-e eeu , Ohio. FOURTH. The number of directors of said association shall be five. Directors shall hold office for one year or until their suecessors are elected and qualified. The names and. addresses of the directors designated to serve until their successors are elected and. qualified are as follows: ..........-2 eee ee eeeees FIFTH. The capital stock of said association shall be A Pee dollarg (8... +» dy CLYIOCH AUD ts. nein REQ POGNOL shan ks ihis po 5 COUATS (Sacco. sens ) each. (For preferred stock clause, see page 108.) 157 FORMS—UNION DEPOT COMPANY. Form 12 In witness whereof, we have hereunto set our hands this «fa btersiana’s daynioth «dasa. oisisqe. hays lBigsai (Add acknowledgment and clerk’s certificate from Form No. 1.) No. 12. — Union Depot Company. Articles of Incorporation. (G. C. § 9160 et seq.) The undersigned, A. B., president of The E. F. Railroad Company, and ©. D., president of The G. H. Railroad Company, having been thereto duly authorized and directed by resolutions of the boards of directors of said railroad companies, respectively, duly passed, hereby associate said companies to become a body corporate, in accordance with the laws of the state of Ohio, under the following articles: 1. The name of said corporation shall be “The .......... Union Depot Company.” 2. The names of said companies are The E. F. Railroad Company and The G. H. Railroad Company, and said corpora- tion is formed for the purpose of purchasing or leasing depot grounds, and locating, constructing and maintaining a common or union station house, passenger and freight depot, and term- inal and connecting tracks for the use of both steam and elec- tric railroads; and of constructing, maintaining and operating in connection with its terminals and station a terminal rail- road with two or more tracks connecting the railroads of one or more companies; and of constructing and maintaining ware- houses, stores, office buildings, hotels and other structures for the accommodation of the public and of operating or leasing the same, or any part thereof; and exercising all the powers which may be exercised by such corporations under the laws of Ohio. Said depot, terminals, connection tracks and structures to be operated in connection therewith are to be constructed in mmorewy ite. 8, | , Ohio. Form 13 OHIO PRIVATE CORPORATIONS. 158 3. The amount of capital stock necessary to obtain a site, and construct, maintain and operate such depot, terminals, tracks and. other structures is .......... dollars ($....x)- In witness. whereof, the presidents of said companies, on behalf of said companies, have hereunto set their hands and caused the seals of said companies, respectively, to be hereto AMMO CNG oe a RY OLR. = a cars Pep. Oy 8 A Fae (Corporate seal.) The E. F. Railroad Company. PAGERS Dos eee aa ain , Secretary. By A. B., President. (Corporate seal.) The G. H. Railroad Company. Bate ty wipe Sr. , Secretary. By C. D., President. No. 13. Record of Organization Proceedings of Corporations for Profit. NOTE.—Every corporation should have a permanent record book con- taining a record of the proceedings of the incorporators, stockholders and directors. On the title page should be entered “Record of Proceed- ings of the Incorporators, Stockholders and Directors of The .... Com- pany.” On the first page an entry substantially as follows should be made: Sarnia Goat hen tr and ........, the, persons apieen below as er of articles of scenario desiring for themselves, their associates, successors and assigns, to become a body cor- porate, in accordance with the general corporation laws of Ohio, under the name and style of The ........ Company, and with all the corporate rights, powers, privileges and liabilities provided for by such laws, did subscribe and acknowledge, as required by law, articles of incorporation as follows, to wit: (Copy in full the articles of incorporation, together with the certificate of acknowledgment and certificate of the clerk as to the official character of the officer taking the acknowledgment. A copy of the articles is furnished by the secretary of state, and the certificate of the secretary of state as to the filing and recording of the articles should also be copied into the record.) 159 FORMS—ORGANIZATION PROCEEDINGS. , Form 13 (1) PROCEEDINGS OF INCORPORATORS. On. thisr. enodayrofeais 00% , 19...., all (or “a majority”) of the incorporators of The ........ Company met at ........ to order the opening of books of subscription to the capital stock ofeeaid The......-9d'T- te Company, and to do all things nee- essary or incident thereto or proper in connection therewith. Having agreed upon the form and contents of said order, the following was thereupon made, entered and signed in the corporate records by all the subscribers to the articles of incorporation. (a) ORDER FOR, AND WAIVER OF NOTICE OF, OPENING OF BOOKS OF SUBSCRIPTION. Serehatave eines , Ohio, ok ee hag aa Oars The undersigned, being ........ (all, or, a majority) of the subscribers to the articles of incorporation of The ........ Com- pany, do hereby order that books be opened for subscriptions to the capital stock of said Company at the office of ........ Pe 3) BING CILYOL, . 0.054 ae ceeded , county, Ohio, on the .... day |S ETS ay REAP o’clock .. M., and we do hereby _in writing waive (or order) the notice by publication of the time and place of such opening of books of subscription, required by law. (If the corporation is organized with no-par-value common stock, add the following) : We do hereby decide, determine and order that subscriptions for the common shares, without nominal or par value, of said company be received for the consideration of ............ dollars ($........ ) per share. Incorporators. NOTE.—If all the incorporators are not present to waive notice, or *f publication is deemed best, the foregoing forms should be changed in such particulars and the following notice must be published at least thirty days before the time set for opening in a newspaper published or generally circulated in the county where the books of subscription are to be opened: Form 13 OHIO PRIVATE CORPORATIONS. 160 , (b) NOTICE OF OPENING BOOKS FOR SUBSCRIPTIONS TO CAPITAL STOCK OF THE ........ COMPANY. Pursuant to an order this day made by the undersigned, books for subscriptions to the capital stock of The ........ Company will be opened at the office of ........ , in the city of ........ 3 ee 2d county, Ohio, on ........, 19.., at ..... o’clock .. M. (If the corporation is organized with no-par-value common stock, add the following) : Subscriptions for the common shares, without nominal or par value, of said company will be received for the con- sideration GL PSs etp. Ae. dollars ‘($2000.00 ) per share. NOTE.—If the stock is not to be exempted under G. C. § 6373-2 (f) pmit Forms (c) and (d) following. (ce) ORDER FOR FILING EXEMPTION OF STOCK UNDER BLUE SKY LAW. The undersigned, being all the incorporators of The ........ Company, do hereby order that a statement. under Section 6373-2(f). of. the General Code of Ohio be filed as required by said section before subscriptions for the capital stock of said company are received. Inecorporators, Incorporators. 161 FORMS--ORGANIZATION PROCEEDINGS. Form 13 (d) STATEMENT FOR EXEMPTION OF STOCK UNDER BLUE SKY LAW. After the manuscript of this work was in press, the Department consolidated the form given on this page with the form given on page 193. Use the form on that page. Form 13 OHIO PRIVATE CORPORATIONS. 162 (e) ORDER DESIGNATING ONE INCORPORATOR TO RECEIVE PAYMENT OF INSTALMENTS OF SUBSCRIPTIONS. We, the undersigned, do hereby designate and appoint veeeeees tO receive payment, from the subscribers to the capital stock of The ........ Company, of the instalments required by law to be paid on their respective subscriptions ; the same to be paid to the treasurer of said corporation as soon as a treasurer is elected and qualified. Ineorporators. (f) SUBSCRIPTION BOOK. Subseriptions to the Capital Stock of DEAE Bibtty a ore Company. We, the undersigned, do hereby severally subscribe for the number of shares of the common stock of The ........ Com- pany set opposite our respective names, and do agree to pay therefor the sum of ........ dollars: (@. se... ) per share. ee)... 0 6. 8.6 © 6 € Oe 6.0 aa 6, 0 © 6 Oe 4a 0 © 0.46 a 6 6] 6 Cele e A a ere 8 @ Ae 8 ene er ee) eee 9 We. @ 6 e ae e.ble eee & & eee Se ipe Saeed 6 6.6 4 © ee eek CMe e eee 8S ae ae eee * @ @ 18,8 6 6 ea Rie he Ole, See eres ae Saas e@ 6 6 AA Oe 6 @ 6 6 88. 8 6 86 m0 0 0 8! SO ee yo we WO) Be ee Oe eee NOTE.—If preferred stock is provided for in the articles of incorpora- tion, a form of subscription similar to the foregoing may be used, sub- stituting the word ‘‘preferred’’ for the word ‘‘common.’’ 4 4 4 163 FORMS—ORGANIZATION PROCEEDINGS, Form 13 (g) SEPARATE SUBSCRIPTION FOR STOCK. Subscription for Stock. SLE, Aas hat riven <. = , duly seconded and carried, Mr. ....- was chosen chairman and Mr. ........ secretary of the meeting. use op Nara as presented and read the proposed code of regu lations hereinafter set forth for the government of this corpora- tion and moved their adoption. The motion was duly seconded adh aus. shares, being the entire subscribed capital stock of said corporation being voted in the affirmative and no shares of stock being voted in the negative, it was resolved that the code of regulations hereinafter set forth. be adopted as the code of regulations governing this corporation, and that the written assent of the stockholders favoring the adoption of such reso lutions be recorded in the minutes of the meeting. NOTE.—Minutes of the first meeting of stockholders are continued on page 183. Provisions and suggestions for regulations are given in the intermediate pages 167 REGULATIONS. Form 13 (d) REGULATIONS OF A CORPORATION FOR PROFIT. Regulations of The ........ Company. ARTICLE I. STOCK. (a). Certificates of stock. Each stockholder of this Company, whose stock has been paid up, shall be entitled to a certificate or certificates showing the amount of stock registered in his name on the books of the Company. Each certificate shall be issued in numerical order from the stock certificate book, and be signed by the president and secretary. A full record of each certificate, as issued, shall be entered on the stub thereof. (b). Transfers of stock. Transfers of stock shall be made only on the books of the Company, and must be accompanied by the surrender of the certificates, properly assigned, evidencing the stock so transferred. Certificates so surrendered shall be cancelled and attached to the stubs corresponding thereto in the stock certificate book. (c). Lost, destroyed or mutilated certificates. If any certifi- cate of stock in this Company becomes worn, defaced or mutilated, the directors, upon production and surrender thereof, may order the same cancelled and may issue a new certificate in lieu of the same. If any certificate of stock be lost or destroyed, the di- rectors, upon the giving of a proper bond of indemnity with surety to their satisfaction, may issue a new certificate in lieu thereof to the person entitled to such lost or destroyed certificate. ArticLe II. MeErtincs oF STOCKHOLDERS. (a). Annual meeting. The annual meeting of the stock- holders of this Company shall be held at the principal office of the Company in ........ , Ohio, on the first Monday in January of each year at 10 o’clock A. M., if not a legal holiday, but if a legal holiday, then on the day following at the same hour. (b). Special meetings of the stockholders may be held at any time pursuant to a resolution of the board of directors, or by a call signed by two stockholders. Calls for special meetings shall specify the time, place and object or cbjects thereof, and no business other than that specified in the call shall be considered at any such meeting. Form 13 OHIO PRIVATE CORPORATIONS. 168 (c). Notice of meetings. A written or printed notice of every regular or special meeting of the stockholders, stating the time and place, and in case of special meetings, the objects thereof shall be given each stockholder appearing on the books of the company by mailing the same to his last known address at least ten days before any such meeting,. Provided, however, no failure or irregularity of notice of any regular meeting shall invalidate the same or any proceeding thereat. (d). Quorum. A majority in amount of stock issued and outstanding shall constitute a quorum for the transaction of business. ARTICLE III. DrIREcTorRS. The number of directors shall be five. The election of di- rectors shall be held at the annual meeting of the stockholders, or at a special meeting called for that purpose. Directors shall hold office for one year, or until their successors are elected and qualified. ) Directors chosen at the first election shall hold office until the time fixed for the next annual meeting, or until their suc- cessors are elected and qualified. All directors must be holders of at least one share of the capital stock of this Company. A majority of the directors must be citizens of the state of Ohio. ARTICLE IV. OFFICERS. The officers of the Company shall be a president, vice-presi- dent, secretary, and treasurer. Two offices may be held by one person. ‘Said officers shall be chosen by the board of directors by a majority ballot, and shall hold office for one year or until their successors are elected and qualified, except that officers elected at the first meeting of the directors shall hold office until the next annual meeting of directors, or until their succes- sors are chosen and qualified, provided, however, any Removau. officer may be removed at any time by a vote of two- thirds of the members of the board of directors. All officers must be holders of at least one share of the capital stock of this Company. _ 169 REGULATIONS. Form 13 ARTICLE V. DvutTIES OF OFFICERS. (a). President. The president shall preside at all meetings of stockholders and directors, sign the records thereof, and, together with the secretary, shall sign all certificates of stock and all other written contracts and obligations of the Company ex- cept checks, and perform generally all the duties incident to the office, and such further and other duties as may be from time to time required of him by the stockholders or directors. (b). Vice-President. The vice-president shall perform all the duties of the president in case of the absence or disability of the latter. In case both president and vice-president are absent or unable to perform their duties, the stockholders or directors, as the case may be, may appoint a president pro tempore. (c). Secretary. The secretary shall keep minutes of all the proceedings of the stockholders and directors of this Company and make a proper record of the same, which shall be attested by him. He shall keep such books as may be required by the board of directors, and shall have charge of the seal and stock books of the Company and shall issue and attest all certificates of stock, and generally perform such duties as may be required of him by the stockholders or directors. (d). Treasurer. The treasurer shall receive and have in charge all money, bills, notes, bonds, and similar property be- longing to the Company, and shall do with the same as may be ordered by the board of directors. He shall sign all checks and shall keep such financial accounts as may be required, and shal! generally perform such duties as may be required of him by the stockholders and directors. On the expiration of his term of office, he shall turn over to his successor, or to the board of di- rectors, all property, books, papers and money of the Company in his hands. ARTICLE VI. COMPENSATION OF OFFICERS. The compensation of directors’ shall be such as the stock- holders may from time to time determine, ‘The compensation of other officers shall be fixed by the board of directors. The treasurer and other officers, if required by the board of directors, shall furnish bonds for the faithful performance of Form 13 OHIO PRIVATE CORPORATIONS. 170 ‘their duties in such amount, and with such sureties, as may be fixed and required by the’ board of directors. (NOTE.—For substitute Article VI, see special provisions following: ) ARTICLE VII. SEAL. The corporate seal of this Company shall be circular with the words “The .......- Company” and “........ , Ohio,” sur- rounding the word “seal.” ARTICLE VIII. OrprER oF BUSINESS. Unless changed by a majority vote at all stockholders’ meet- ings the order of business shall be as follows: (1) Reading of the minutes. (2) Reading of reports and statements. (3) Unfinished business. (4) Election of directors. (5) New or miscellaneous business. ARTICLE 1X. AMENDMENTS. These regulations may be adopted, amended or repealed by the written assent of the owners of two-thirds of the stock of this Company, or by the vote of the owners of a majority of the stock at a meeting called and held for that purpose. SPECIAL PROVISIONS. NOTE.—The following provisions may be included in the regulations, if desired. ARTICLE Wuo May Vote At STtocKHOLDERS’ MEETINGS. At all meetings of stockholders, only such persons shall be entitled to vote who appear as stockholders upon the books of the corporation for ten days next prior to such meeting. ARTICLE ——. PrRoxiss. The instrument appointing a proxy shall be in writing and subscribed by the person making the appointment. No instrument appointing a proxy shall be valid after the expiration of six months from the date of its execution. 171 REGULATIONS. Form 13 A vote in accordance with the terms of a proxy shall be valid, notwithstanding the previous revocation of the appointment, or the transfer of the share on which the vote was given, unless notice in writing of the revocation or transfer shall have been received at the office of the Company before the meeting. ARTICLE ADDITIONAL OFFICERS. DUTIES AND SALARIES. (NOTE.—The following may be added to Article V of the Code of Regulations, supra. ‘The titles of the offices should also be inserted in Article IV.) (e). General manager. The general manager shall, under the supervision of the board of directors and the president, have charge of and manage the active business operations of the Company. He shall perform such further duties and make such reports as may be required of him by the board of directors, and shall receive such salary, not exceeding ........ dollars per annum, as may be fixed by the board of directors. (f). Counsel. Counsel of the company shall prepare all sucl contracts required in the business of the Company, and sha! examine and-pass upon all such instruments presented to t? Company as may be referred to him by its officers. He shall advise with the officers of the Company in all such matters pertaining to its affairs as may require his consideration. He shall receive such annual retainer, not exceeding ...... dollars per annum, as may be fixed by the board of directors. (g) Auditor. The auditor shall have supervision over the account books, and over all books and papers relating thereto, and shall examine all vouchers and audit all accounts. He shall keep such records as will at all times show the condition of the busi- ness, finances and accounts of the Company. At least twice dur- Ing each year he shall verify the assets of the Company, and shall make such reports and statements as may be required by the board of directors. ARTICLE ——-. COMPENSATION OF OFFICERS. Note.—The following may be used as a substitute for Article VI of the Code of Regulations, supra. Directors. Bach director shall receive the sum of ten dollars aS compensation for his attendance at any regular or special Form 13 OHIO PRIVATE CORPORATIONS. 172 meeting of the board of directors, and shall receive no other compensation for his services as a director of the Company. The president shall receive such compensation, not exceeding rood . are dollars per annum, as may be fixed by the board of directors. The vice-president shall receive no compensation whatever. The secretary shall receive such salary, not exceeding .....- dollars per annum, as may be fixed by the board of directors. The treasurer shall receive such compensation, not exceeding ae dollars per annum, as may be fixed by the board of directors. Articty ——. Dvurres oF Orricers MAy BE DELEGATED. In case of the absence of any officer of the corporation, or for any other reason which the directors may deem sufficient, the directors may delegate the powers or duties of such officer to any other officer, or to any director, for the time being, provided a majority of the entire board concur therein. ARTICLE ——-. REGULAR MEETINGS OF DIRECTORS. The board of directors shall hold regular meetings at the office of the Company at two o’clock P. M. on the first Tuesday of each month, if not a legal holiday. If a legal holiday, then on the day following at the same hour. ARTICLE ——. EXECUTIVE COMMITTEE. The president, secretary and treasurer shall together consti- tute an executive committee which shall, in the interim between meetings of the directors, exercise all the powers of that body in accordance with the general policy of the Company and the instructions of the board of directors. Meetings of the execu- tive committee shall be held on call of the president or of any two members of the committee. All members of the committee shall be notified of its meetings and a majority of its members shall constitute a quorum. ‘The executive committee shall keep a record of its meetings and transactions which shall at all times be open to the inspection of any director. 173 REGULATIONS. Form 13 ARTICLE ——. Executive Commirrer. (ANoTHER Form.) The board of directors may appoint, at their discretion, an executive committee of not less than two members from their own number, who shall have charge of the management of the business and affairs of the Company in the interim between meetings of directors, with power to fix prices for the Company’s products, determine credits, and generally to discharge the duties of the board of directors, but not to incur debts excepting for current expenses, and to replace stock or raw materials in the usual course of business, unless specially authorized. Such exec- utive committee shall at all times act under the direction and control of the board of directors and shall make report of their acts and transactions to the board, which shall form part of the records of the Company. ARTICLE ——. Lien or Company on Stock. (a) The Company. shall have a first, and paramount lien upon all shares registered in the name of each stockholder, whether held solely or jointly with others, for his debts, liabilities and engagements, solely, or jointly with any other person, to or with the Company, whether the period for the payment, fulfill- ment or discharge thereof shall have actually arrived or not. And such lien shall extend to all dividends declared on such shares. A memorandum of this article shall be printed on each certificate. . (b) Sale to satisfy lien. After default on any debt, liability or engagement above referred to, on ten days’ notice by mail or publication, the directors may sell the shares of the stockholder so in default at either public or private sale and may purchase the same on behalf of the Company, if the same can not be other- wise satisfactorily sold. The net proceeds of any such sale shall be applied in or towards satisfaction of the debts, liabilities or engagements of such stockholder, and the residue, if any, paid to him or his executors, administrators or assigns. ARTICLE ——. ANNUAL AUDIT AND APPRAISAL. In the month of December of each year an audit of the books of account and an appraisal of all the property and assets of the Form 13 OHIO PRIVATE CORPORATIONS. 174 Company shall be made by a competent and responsible Audit Company or Accountant, selected by the board of directors. The report of such Audit Company or Accountant shall be printed and a copy thereof mailed by the secretary to each stock- holder appearing on the books of the Company at least five days before the date of the annual meeting of stockholders. (e) REGULATIONS OF A CLUB. ARTICLE I. NAME AND LOCATION. 1. The name of this corporation shall be The ........-- Club Company. 2. It shall be located within the corporate limits of the city ArTIcLE II. OFFICERS. The officers of the Club shall be a president, a vice-president, - a secretary and a treasurer. ArtioLte III. Duties oF OFFICERS. 1. The president shall preside at all the meetings of the Club. He shall, with the secretary, sign all certificates of stock and all other written contracts and obligations of the Club, except checks, and in general perform all duties incident to the office. He shall be ex-officio president of the board of directors. 2. In the absence of the president, the vice-president shall perform all the duties of the president. 3. The secretary shall give notice of all meetings of the Club, and shall keep minutes of such meetings. He shall be ex- officio secretary of the board of directors. He shall keep a roll of members, and notify the treasurer of the election of new members. He shall conduct the correspondence of the Club and be the custodian of its records, documents and seal. Together with the president, the secretary shall sign all certificates of stock and all the written contracts and obligations of the Club, except checks, and in general perform all the duties rin gideuils to the office. He shall be exempt from payment of the annual dues. © 175 REGULATIONS OF A CLUB. Form 13 4. The treasurer shall collect the assessments on stock, an- nual dues, and other sums due the Club. He shall sign all checks and pay the bills for authorized expenses when they are certified by the person empowered to make the expenditure. He shall keep the books of the Club. The treasurer shall be exempt from payment of the annual dues. ARTICLE IV. DIREcTORS. 1. The board of directors shall consist of the president, vice- president, treasurer, secretary and chairman of the entertainment committee, all ex-officio, and nine others. %. The board of directors shall have general charge of the affairs, finances and property of the Club and general control of all committees, and shall present a report at the annual meeting. 3. The board of directors shall be empowered to fill a vacancy in any office, or in any committee, or in its own body, by the appointment of a member to serve until the next annual election. 4. The board of directors shall hold stated meetings on the Monday following the annual election and on the third Monday of April, June, October, December and February, and such spe- cial meetings as may be called by the president or secretary. 5. Seven of its members shall constitute a quorum. 6. At its regular February meeting the board of directors shall appoint a nominating committee of five members, not more than two of whom shall be members of the board, which shall prepare and post on the bulletin in the club-house, not less than twenty days prior to said annual meeting, a list consisting of a candidate for each of the offices and places upon committees to be: filled at such annual meeting. Other names may be pro- posed for any of the positions to be filled at such annual meet- ing by any twenty members of the Club causing the same, with their signatures, to be presented to the nominating committee not less than five days prior to such annual meeting, whereupon Such committee shall post the same on the bulletin board as can- didates. From the ticket proposed by such nominating commit- tee, together with such other candidates, as shall be posted as Form 13 OHIO PRIVATE CORPORATIONS. 176 hereinbefore provided, shall be elected at such annual meeting the officers and members of committees for the ensuing year. ArticLe V. Houss CoMMITTEE. There shall be a house committee, consisting of three mem- bers, appointed for one year by the board of directors, at least one of whom shall be a member of such board. The committee shall have charge of the club-house, shall arrange for catering and have the oversight and control of the prices of the same; shall receive complaints, appoint and dismiss all employees, and in general have supervision over the internal economy and regu- lation of the club-house, its premises and other property, except such property as is assigned to the supervision of other officers or committees. The house committee shall provide rules, not inconsistent with these regulations, governing the use of the Club property. » AprticLE VI.. ENTERTAINMENT COMMITTEE. 1. There shall be an entertainment committee, consisting of a chairman and four others elected annually by the Club. 2.. The committee shall arrange for such social and literary entertainment as in its opinion will promote best the interests and purposes of the Club. ArtTICLE VII. CoMMITTEE ON LITERATURE AND ART. 1. There shall be a committee on literature and art, consist- ing of three members, elected annually by the Club. 2. The committee shall have charge of the acquisition of all books, periodicals and works of art; and no book, periodical or work of art shall be deposited in the club-house without the com- mittee’s approval. ArticoLe VIII. Avpirine ComMIrTeEr. 1. There shall be an auditing committee, consisting of three members, elected annually by the club. 2. The committee shall audit the accounts of the treasurer at least once each year, shall report each audit to the board of directors and shall report at the annual meeting of the Club ‘ 177 REGULATIONS OF A CLUB. Form 13 3. No officer, member of the board of directors, or of any other standing committee shall be eligible to membership. 4. The committee shall be empowered to engage the assist- ance of an expert bookkeeper. ArTICLE IX. ATHLETICS COMMITTEE. 1. There shall be an athletics committee, consisting of three members appointed for one year by the board of directors, at least one of whom shall be a member of such board. 2. The committee shall have charge of all property of the Club used in connection with athletics and shall arrange all- tournaments and interclub contests. ARTICLE X. ADMISSION COMMITTEE. 1. There shall be an admission committee, consisting of nine members, to serve three years, three of whom shall be appointed annually by the board of directors at its first meeting. The names of the appointees shall not. be posted or published. 2. The committee shall investigate the eligibility and act upon the names of all candidates for admission that shall be _ presented, as hereinafter provided. When the name of a person proposed for membership has been forwarded to the admission committee as provided in Article XIV, Section 1, the committee shall determine whether to post such name, and if it decides to post the same, the name shall then be posted as provided in said article. ' ; 3. Five members shall constitute a quorum of the admission committee ArticLe XI. Merrtrrncs AND ELECTION oF OFFICERS. 1. The members of the Club shall meet annually at 8 P. M. on the third Monday of March for the election of officers, di- rectors and elective committees and for the transaction of other business. Notice of such meeting shall be posted in the club- house and mailed to each member at least one week prior thereto. Officers and members of committees thus elected shall serve until their successors are elected and qualified. Form 13 OHIO PRIVATE CORPORATIONS. 178 2. All elections shall be by ballot. The ballots shall contain the names of all candidates regularly nominated. The ballots shall be prepared and furnished by the secretary. 3. At the annual meeting of the Club, the order of business shall be: (a) Reading of minutes of last meeting. (b) Report of the secretary. (c) Report of the treasurer and auditors. (d) Report of the board of directors. (e) Reports of the committees. (f) Election of officers. (g) General business. 4. Special meetings of the Club members may be called at any time by the board of directors and shall be called by them upon written request of twenty members or more. Notice of any special meeting and the object of the same shall be given in the same manner as for the annual meeting, and no business not thus announced shall be transacted at such special meeting. 5. A majority of the resident members, present either in person or by proxy, shall constitute a quorum at any meeting of the Club. ARTICLE XII. MEMBERSHIP. 1. Any man residing or having a place of business in ...... county shall be eligible to membership, subject, however to section 3 of this article. 2. The resident membership shall not be increased above fisaredie hundred except by resolution of the board of directors, and shall in no case exceed ...... hundred in number. 3. No person may become a resident member until he has become a stockholder in this corporation, and prior to final con- sideration of his application by the admission committee, he shall deposit with the treasurer a sum sufficient to meet any assessments on his stock then due. 4, The admission committee may extend the privileges of the Club to commissioned officers of the United States army and navy, and to such men of public distinction as the committee may designate; and those to whom privileges are so extended shall pay half resident dues. 179 REGULATIONS OF A CLUB. Form 13 ARTICLE XIII. NonresIDENT MEMBERS. 1. Any person not residing, or having a place of business in Hewett: 2 county, who is eligible under the provisions of Ar- ticle XII, may become a nonresident member, subject to the same conditions of proposal and election as obtain in the case of resident members, except that in lieu of the purchase of a share of stock, he shall be required to pay an initiation fee of SUEY s dollars. 2. Nonresident members shall not. be permitted to vote or to hold office in the Club. 3. A nonresident member becoming a resident of ........ county may become a resident member if, or as soon as there is a vacancy, by becoming a stockholder and paying resident dues, and failing so to do, within three months after written notice of such vacancy has been given him by the secretary, his member- ship shall be terminated. When any resident member shall cease to have a residence or place of business in ........ county, he may, upon written request to the secretary, become a nonresi- dent member, and shall then pay nonresident dues. ARTICLE XIV. ELECTION OF MEMBERS. 1. Candidates for membership must be proposed and sec- onded by members of the Club, by letters addressed to the ad- mission committee. These letters must state the name, residence and present occupation of the candidate and they must set forth fully the grounds of recommendation. If the committee deter- mines to post the name of the candidate as provided in Article X, Section 2, the facts constituting his eligibility, together with the names of his proposer and seconder, shall be posted on the bulletin board in the club-house and remain posted for at least two weeks before final action may be taken thereon by the committee. Letters, except those of the proposer and seconder, relating to candidates whose names have been acted upon finally shall forthwith be destroyed. 2. Two negative ballots shall be sufficient to reject, and at five affirmative ballots shall be necessary to elect a candi- ate. 3. No member of the admission committee shall propose or sécond a candidate for admission. Form 13 OHIO PRIVATE CORPORATIONS. 180 Articte XV. STOCK. 1. The capital stock shall consist Ot Je, Ta hundred shares of the par value of fifty dollars each, until the same be increased in the manner provided by law. 2. Tach candidate elected to resident membership shall be- come a stockholder before he shall be entitled to the privileges of the Club, but no person shall be entitled to such privileges until he has been regularly elected to membership. 3. 'The Club shall have first lien on transferable shares of the stock to secure all indebtedness of a stockholder to the Club. This lien may be enforced after sixty days from the date at which the indebtedness became due, by the sale, in such manner as the board of directors shall determine, of such stock regis- -tered in the name of the debtor on the books of the Club. As much of the proceeds of such sale as may be required to liquidate such indebtedness shall be applied thereto, and any balance shall be paid by the treasurer to the former holder, or his legal rep- resentative. 4. All certificates of stock shall contain a statement that the same is issued to and held by such stockholder subject to the regulations and rules of the Club, together with a statement that such stock upon the resignation, expulsion or death of the holder, shall be forfeited to the Club, except that in the case of trans- ferable shares, it shall be subject to the lien provided for in the preceding section. 5. Transfers of stock to be valid must be registered on the books of the Club, and no stock shall be transferred until all indebtedness of the former holder has been discharged. ARTICLE XVI. Duss. 1. The annual dues of the Club shall be ........ dollars, payable quarterly in advance on the first day of March, June, September and December. Any resident member intending to be absent from the city for twelve consecutive months, but in- tending to reside again in ........ , May give notice of such intention to the treasurer and thenceforth he shall be exempt from the payment of dues for one year, provided his absence 181 REGULATIONS OF A CLUB. Form 13 continues, for such period. If his absence continues beyond one year he may again give notice as above provided and again obtain exemption from the payment of dues for one year; but not longer except by vote of the board of directors. 2. Nonresident members shall pay an initiation fee of ...... dollars, which, if the nonresident member becomes a resident of Leola oor county, shall be applied upon the annual dues of such member for the next succeeding year after he becomes a, resi- dent member. .If such member fails to. become a resident mem- ber, as provided in Article XIII, Section 3, his initiation fee shall be forfeited to the Club. 3. The annual dues of nonresident members shall be ...... dollars, payable on the first day of March. 4. Bills for supplies furnished by the Club to its members shall be presented before the fifth of each month. 5. If the quarterly dues or the bills for supplies of any member remain unpaid on the twentieth day of the month in which they become due, the treasurer shall notify the delinquent that, unless payment is made in the meantime, his name with the amount of his indebtedness will be posted in the club-house on the first day of the following month, and in due time the treasurer shall post the delinquent according to the notice given. No supplies shall be sold to delinquents while thus posted. If the debt remain unpaid for thirty days after such posting the membership of such delinquent member may be terminated, and his stock forfeited or sold as provided in Article XV, Sections 8 and 4. On the written application of such delinquent and on the payment by him of al dues and other indebtedness to date, the board of directors may, upon such terms as it deems proper, remit the penalties of Articles XV and XVI. ARTIOLE XVII. RESIGNATION AND EXPULSION. 1. Resignation of membership shall be made in writing to the secretary and shall be accepted by the board of directors, pro- vided the member resigning is not indebted to the Club. ®. Any member of the Club may be censured, suspended or expelled by a majority vote of the board of directors after op- portunity for a hearing has been given. Notice of the hearing Form 13 OHIO PRIVATE CORPORATIONS. 182 and of the charges preferred shall be sent to the member against whom such action is proposed at least ten days before the date appointed for the hearing. ARTICLE XVIII. VISITORS. At the request of any member, the Club may give to any non- resident, of" .). 22! county a visitor’s card entitling the recipient to the privileges of the Club for a period of ten days, but no more than three such cards may be given to one recipient within any period of sixty days. The date of introduction and the name and residence of the visitor must be entered upon the visitor’s book of the Club, together with the name of the intro- ducing member, who will be held responsible for any debts to the Club incurred by the recipient of the card. ARTICLE XTX. AMENDMENTS. 1. To make amendments to the regulations it shall be neces- sary to post the proposed amendment in the club-house and mail a copy of the same to each member at least thirty days before the meeting at which the amendment is to be voted upon; but nothing herein shall be construed to prevent the amending at such meeting of any such proposed amendment. A_ two-thirds vote of the members present shall be necessary to pass amend- ments. 2. Article XII, Section 2, of the Regulations, shall be amended only by a four-fifths vote of all the members of the Club present in person or by proxy. ARTICLE XX. CONSTRUCTION OF THE REGULATIONS. 1. The construction of the regulations shall rest with the board of directors. 2. The board of directors shall determine also, pro tempore, any matters not provided for by these regulations, and shall have full power to appoint any special committee and approve its acts. ARTICLE XXII. Szat. | The seal of the corporation shall be circular, two inches in diameter, with the name of the corporation engraved around the 183 FORMS—ORGANIZATION PROCEEDINGS. Form 13 margin, and in the center the word “Seal,” with such other de- vice as may be adopted by the board of directors. MINUTES OF STOCKHOLDERS’ MEETING. (Continued from page 166.) NOTE.—The code of regulations as adopted should be copied in full on the minutes. Thereupon the subscribers to the capital stock of The ...... Company duly executed the following written assent to the adop- tion of the foregoing code of regulations as follows: (f) ASSENT TO ADOPTION OF REGULATIONS. sa IM i PALO, Metre cen. ea eke) We, the undersigned, being the owners of the number of shares of the capital stock of The ........ Company set oppo- site our respective names, do hereby assent in writing to the adoption of the code of regulations hereinbefore set forth, for the government of this corporation. Stockholders. cee eer eee eee ee eee eee eel ere eee eee er eee eeeefloes ee eeeeeeeeee ees erereereee eee ee eee eee eee e ees eee eee eee eee ee lese ee sees eeeeeeeoetleoereeseereeseeeos Sys 0 Ses 6 © 6 6 0 6 6 eee ec 0 ee ele Dee DO Ore oO CCC CC oe LE Pete ole we eee eee ° . e e . . ° ° e e e ° - $c ° e . ° | e . . e ° . e e . ° ° ° ° ° eoeceer eee eee eeee (g) MINUTES SHOWING ELECTION OF DIRECTORS. Thereupon the chairman declared the election of a board of directors to be next in order. The incorporators of the Company Form 13 OHIO PRIVATE CORPORATIONS. 184 were requested by the chairman to act as inspectors of election. An election for directors was then held. eoeeeveevee ee A oh received .......- votes “cc 66 ee, Petes 9 mein Secretary. Chairman. (3) PROCEEDINGS OF DIRECTORS. (NOTE —For regular and special meetings of directors see forms Nos. 62 to 74, page 276 et seq.) (a) MINUTES OF FIRST DIRECTORS’ MEETING. Selanne att ea LO hie aa vis fae bo Pursuant to the order made at the first meeting of the stock- holders of The ........ Company, held on ........ Ld «the directors of said company met at the office of ...... ON H farttise ; Oe GAVGOL dns sicieys ai , 19.., at .....o’clock ...M. Present Bee i eis arg aa et ahaa Reins ACs s baat An oath faithfully to discharge their duties as directors of said Company was then taken, as follows: (b) OATH OF DIRECTORS. State of Ohio, ......2... , County, ss. We, the undersigned, being duly sworn, say that we will faith- fully discharge our duties as directors of The ........ Company. Form 13 OHIO PRIVATE CORPORATIONS. 186 Sworn to and subscribed before me this .... day of .......- ; Lie. evecare eeoeoereeoee ee > Notary Public. salsa siete ip was chosen chairman and ........ secretary of said meeting. ) On motion of ........ , duly seconded, the following code of by-laws was adopted : (c) BY-LAWS OF THE ........ COMPANY. ArTICLE I. MEETINGS. (a) The directors shall meet annually at the office of the Com- pany on the first Monday of January of each year at 9 o’clock © A. M. (b) Regular monthly meetings of the board of directors shall be held at two o’clock P. M. on the first Monday of each month, if not a legal holiday. If a legal holiday, then on the day fol- lowing at the same hour. (c) Special meetings of the board of directors may be held at the office of the company at any time pursuant to a written call by the president or by any two members of the board, or may be held at any time and place, without notice, by the unanimous written consent of all members, or by the presence of all mem- bers at such meeting. (d) Notice of meetings. A written or printed notice of every regular or special meeting, stating the time and place, and in case of special meetings, the objects thereof, shall be mailed to each director at least three days before such meeting, or be tele- graphed at least two days before the same. Provided, however, no failure or irregularity of notice of any regular meeting shall invalidate the same or any proceeding ‘thereof. Only the business specified in such notice shall be transacted at any special meeting. (e) Quorum. A majority of the board shall constitute. a quorum at all meetings. 187 FORMS—BY-LAWS. Form 13 ARTICLE II. VACANCIES. In case of any vacancy in the board of directors caused by death, resignation or otherwise, such vacancy shall be filled for the unexpired term by a majority of the board of directors. Articte III. Executive CoMMITTEE. The management and conduct of the routine business of this company shall be vested in an executive committee composed of two members. The persons holding the offices of president and _ oheee shall ex officio constitute such executive committee. Such executive committee is authorized to hire and discharge em- ployes and make all contracts in the ordinary course of business, and to do all things necessary and incident thereto. In case of disagreement between the members of said committee as to the making or not making of a contract, such contract shall not be entered into without special authority from the board of directors. The executive committee shall make a full report at each regular meeting of the board of directors, and at other times when re- quested by the board, of all business transacted by it. ARTICLE IV. Bonps. The treasurer of this. Company shall furnish a bond, condi- tioned-for the faithful performance of his duties in the penal ROM Of, Basan tais with sureties, to be approved by the board of drectors. ArTICLE V. Bank Deposits. All moneys of this Company shall be deposited by the treas- ‘urer, as the same are received by him, in the ........ Bank of Bevin, 5 , Ohio, in the name of this Company, and shall be withdrawn only by check signed by the treasurer and counter- signed by the president. ArTICLE VI. AMENDMENTS. These by-laws may be amended or repealed by a majority vote of the board at any regular meeting or at any special meeting called for that purpose. Form 13 OHIO PRIVATE CORPORATIONS. 188 MINUTES OF DIRECTORS’ MEETING. (Continued.) An election of officers was then held by the board, resulting in the unanimous choice of the following: de aieis cs cpt UE eS Ieib. Sos sens , vice-president. Donic os , secretary. « dere baer , treasurer. The chairman thereupon declared said persons to be duly elected to said offices, and said persons thereupon entered upon the performance of their duties. (d) RESOLUTION AUTHORIZING COMPLIANCE WITH BLUE SKY LAW AND DISPOSAL OF STOCK. MT cei Sen cui cras cals presented the following resolution: Whereas, $........ of the preferred stock and $........ (OvpR rs fon a shares without nominal or par value) of the common stock of this Company are unsubsecribed and unissued, and it is necessary to dispose of the same in order to provide capital for the business of this Company. Therefore be it resolved, that such unsubseribed and un- issued stock be sold and disposed of as follows: ..........--: And be it further resolved, that the president and secretary be authorized and instructed to take all steps and do all things necessary in order to comply with the Blue Sky Law of Ohio, and thereupon to proceed to dispose of said unsubseribed and unissued stock pursuant to this resolution. | Mr. bette eeeeees moved the adoption of said resolution. The motion was duly seconded, put and unanimously carried. Therefore the chairman declared said resolution duly adopted. 189 FORMS—ORGANIZATION PROCEEDINGS. Form 13 (e) . RESOLUTION OF DIRECTORS ACCEPTING PROPERTY IN PAYMENT FOR STOCK. The secretary read the following written proposition: Mo. The... 20h Company. Gentlemen : We hereby offer to sell to your Company the following prop- erty: (description of property) (If the stock is no-par-value common stock) for ........ shares of your Company, without nominal or par value, said shares to be issued as fully paid and non-assessable. (Or, if the stock is par value stock) for the sum of $......, payable in the stock of your Company, at par; said stock to be issued as fully paid and non-assessable. Respectfully, A. B. C. D. On. motionMof i). 200 J, , duly seconded, it was resolved to ac- cept said proposition, and that the president and secretary be in- structed to issue certificates for ...... shares of the common shares of this Company, without nominal or par value (or, if par value stock for ...... shares of the [common] stock of this Company), to the said A. B. and C. D.; the same to be issued as fully paid and non-assessable; and to deliver such certificates to the said A. B. and C. D. upon the delivery of said property to the Company, free of incumbrances, with proper instruments of conveyance thereof. The vote of the directors on said resolution was as follows: Mr. .......... , yea; Mr. NOTE.—Directors selling property to the corporation should not vote. NOTE.—If the corporation is organized with par value stock omit Forms (f), (g), (h) and (i) following. (f) RESOLUTION FIXING THE PRICE OR CONSIDERATION TO BE RECEIVED FOR THE NO-PAR-VALUE COMMON STOCK. (G. C. § 8728-1.) Be iiatited as aiites presented the following resolution: “Resolved, that the unsubseribed and unissued common Shares, without nominal or par value, of this Company be sold Form 13 OHIO PRIVATE CORPORATIONS. 190 for the consideration or price of $........ per share, which is the fair value thereof payable in cash (or, upon the following terms of payment, to-wit: ....---.+eeeeees ee Mr: <.8Qhogoxg. moved the adoption of the foregoing reso- lution. The motion was duly seconded, put and unanimously carried by the affirmative vote of all the directors. Thereupon a recess of fifteen minutes was taken. When the meeting reconvened the treasurer of the corporation reported to the board that the amount of common capital stated in the articles of incorporation with which the corporation will begin to carry on business, to-wit: the sum of $...... had been paid in full in cash; in part to the incorporators, being the ten percent payable with each subscription to the common shares; and in part, during the recess of this meeting, by directors and others who had purchased common shares for the price or consideration this day fixed and authorized by the directors. The treasurer further reported that the full sum of $...... being the amount of said stated common capital, is now in his custody as such treasurer. Thereupon, on motion duly made, seconded, put and unani- mously carried, it was resolved to forthwith file with the secre- tary of the State of Ohio a certificate of payment of said stated common capital as required by Section 8728-2 of the General Code of Ohio. . (g) CERTIFICATE OF PAYMENT OF STATED COMMON CAPITAL. To the Secretary of State, Columbus, Ohio: We, the undersigned, being at least a majority of the CiPectorse Gr LNG a. sw iass bob acs Company, a corporation formed pursuant to the act entitled ‘‘An Act to authorize the forma- tion and reorganization of corporations with eommon stock without par value,’’ do hereby certify that the amount of com- mon capital stated in the Company’s articles of incorporation 191 FORMS—-ORGANIZATION PROCEEDINGS. Form 13 has been fully paid to the corporation in money or in property taken at its actual value. Bet Sis 6: SanrOneeee ete mae te ee, ENS Be eee ee A OE ho ONS Oe eee opr ee we LAs Gases SNe OLS Ona. ee ere ek PRP we Oe ee ee OL ee ee Oe Se wer wo wer ere eto a. Ohio, County Of .6...5...%5 5. , 8s. Be it remembered, that on this ...... day of .......ss005 { 19..., before me, the undersigned, a notary public in and for the county aforesaid, personally came .........., ceeeeeeees . Se OnE A Bestia aadiopsast ods 15; ainectwes of The ST Company, named in the foregoing certificate, and acknowledged the signing of such certificate to be their volun- tary act and deed. In testimony whereof, I have hereunto subscribed my name and affixed my official seal on the day and year first above written. Notary Puplie: (h) RESOLUTION AUTHORIZING A BONUS OF NO-PAR-VALUE COMMON STOCK TO PURCHASERS OF PREFERRED STOCK. Whereas, it is necessary to dispose of at least $...... par value of the authorized preferred stock of this corporation in order to provide capital for its business, and, Whereas, in order to attract and interest investors and prospective purchasers of said preferred stock, it will be neces- - sary to offer them a reasonable bonus of no-par-value common shares, and, Whereas, in the opinion of the directors, a bonus of one Share of no-par-value common stock with each share of the preferred stock of this corporation, purchased or subscribed for, and paid up in cash, is reasonable and proper; Therefore be it resolved, that ...... common shares with- out nominal or par value, of this corporation, be disposed of for the following consideration, which igs the fair value of such shares, to-wit: one share of such common stock without nominal or par value to be issued, as a bonus with each $100 par value Form 13 OHIO PRIVATE CORPORATIONS. 192 share of the preferred stock of this corporation subscribed for or purchased, and paid for at par, without other payment or liability on the part of the subscribers or purchasers. (Conclusion of minutes of organization meeting of directors.) Thereupon the board adjourned on motion duly seconded. yf Diainan: President. Attest: Attest: Wt. Ds Le, PIQA iid Secretary pro tem. Secretary. We hereby approve the foregoing minutes. Directors. (i) CONSENT OF STOCKHOLDERS TO CONSIDERATION RECEIVABLE FOK NO-PAR-VALUE SHARES.? We, the undersigned, being the owners of the number of shares of the common stock, without nominal or par value, of Whe % vs. eT AS Company, set opposite our respective names, do hereby consent in writing, that (...... shares of) the unsubscribed and unissued common shares, without nominal! or par value, of said corporation be issued and sold for the follow- ing consideration, to-wit: (Insert price or other consideration.) (Add, if desired, being the consideration fixed by the diree- tors of said corporation at a meeting held on the ...... day of SERS BaP ao a sew Stockholders Number of Shares Bene OE ORCS OA. 0 8) SOONG. BO B18 8879 CLO. 8:0, 'O) | 00 © b O16. 020 6 aha Wak e@nntlel anata ren aaa eee Pate she ©, 0) 8 0.7 * 8: 0 828) 9 21818 8.058 S00. 0.8 2S lS 96 8 8.8.00. eal iene ae reneantelaraeeeee ee SIP aR OLS 6 ep 8818 eo 6 8 40: 8 80668. 8S ele 010 pe 8 «| 01's 0.06.8 «sae me A RERERE TT ey Tee ceerereeee cere ee eeee 6 ee ee ee 6s 6 68 8 6 8 8 088 8 6 Re 1This consent must be signed by stockholders may fix th idera- the holders of all outstanding com- tion, at a tneetng, eaten ie ae mon shares. A majority of common purpose. G. C., § 8728-1. 193 FORMS—ORGANIZATION PROCEEDINGS. Form 13 De dna ts ha ae » secretary OL Theo. 6. Company, do hereby certify that the foregoing consent has been signed by the holders of all of its outstanding shares of common stock, Db. x aisia's & Ale oes Secretary. (J) STATEMENT FOR EXEMPTION OF STOCK UNDER BLUE SKY LAW. State of Ohio, Department of Commerce, Division of Securi- ties—Form No. 1. (G. C. § 6373-2, sub. F.) To the Chief of Division of Securities: elie" ee a) ¢ 60) sae “alte @ 6) b eee eLecece ioe, 6leme’s bs) ee ece) Ge 6 Principal Business Office, No. ....... br bBCO ln, sink k hana pas MO oho oso igs oss civic sas PLA PO AOL 1 2°54 00 Jey! cca eee gene Branch Offices, No. ........ LECCE p25 tka Bateuscc tag ee A 0 ee SE PSUATOP OLN Soy, Ae Me tne ee Incorporated on the ...... GAOL ATA Sel, ae RA ee ire der the general corporation laws of Ohio, with an authorized capitalization of $...... sulvided anto <...-.... shares of com- mon stock with a par value of $...... each and oie. shares of preferred, with a Der, WRC OL i), icy each. Certificate of increase filed this ...... VIPOLS aps tzuish , 19..., chang- ing the authorized capital to $...... divided into shares of common stock with a par value of $...... each. andit: 2.475 Shares of preferred stock with a par value ol Sa. J. each. Incorporated or reorganized on the ...... Cay Olu -+, under Section 8728-1 et seq. of the General Code of Ohio, with an authority to issue ..... shares of which 19. veer Form 13 OHIO PRIVATE CORPORATIONS. {94 shares shall be common without nominal or par value, and vinaiaets shares shall be preferred stock of the par value of Bra hsaad each. The amount of common capital with which the corporation will begin to carry on business will be ahora iNcrs Wap Cee ee) Certificate of increase filed the ...... day ‘Gf. uel tees ; 19..., changing the authorized number of shares to ...... shares, 7h a Cl ee ae shares shall be common stock without nominal or par value, and ...... shares shall be preferred stock of the par value of $...... each. The following is a full and correct statement of the capi- tal stock and securities on this date: PAR VALUE NON-PAR Authorized § Common Stock, $.... Authorized { Common Stock, ....sh. Capital | Preferred Stock, $.... toissue | Preferred Stock, $.... f § Common Stock, $.... : § Common Stock, ....sh. Subscribed | Preferred Stock, $.... Subscribed | Preferred Stock, ea Issued and § Common Stock, $.... Issued and §{ Common Stock, ....sh, Outsta’d’g ] Preferred Stock, $.... Outsta’d’g ] Preferred Stock, $.... 1BYSTAG ISO WANTAGE. VFA Ginn Reale ceceminiolatias cacti $5.5 ca nerseee LG Pong Fs ee AD See Ur a eek ys PET HOCUTIPIOS .COLWECi citer hisses. cicielape ne eels ; Authorized... 9 Sts. cera MtHerMIsOCUTITION ECOMOECrircctclers,s sy Ne ce pre os » Issued... 2. Le a 4th. That the follow- , to be received from the stock ing is a true and com- subscriptions to date: plete statement showing ) received from the issued and out- the consideration standing stock to date: q h 4 : 195 FORMS. Form 13 Common Stock. |No. Shares | * Actual Value| Remarks | | Actual penal MAG eM sinliuie-rAe aioe ed ee tert aR GCS: voces os sieeve Se re od Cae ag eee ae il ctace WE bic UPC ek seks BU EP SACL UG oc cee Pfc o's oie Visaieelte aww Morena PO ER Ren PP ae ae REE BAR Re sen te PES So 6 bb tas Dee iert in Bets cinta heise eater aae ORE CING)) t e en eee a Witsoe ecaraco sd eats Dividends ...... ERS A ee Data | or *This column should specify the actual amount of cash or notes re- ceived, or the actual value of real estate, ete., received in exchange for stock issued, and should correspond with value at which these different _ items were given in to the company and carried on the books. A statement of exemption filed under the provisions of Sec. 6373-2 F, General Code of Ohio, must be filed before issuance or disposal of securities. If there be more than one increase in the capital stock attach a rider which will disclose the date, amount and nature of the stock. Set forth the consideration as fixed by the incorporators or the reso- lutions of the Board of Directors fixing the consideration relative to the disposal of common stock without nominal or par value. (See Sec. 8728-1, General Code of Ohio.) Preferred Stock. |No. Shares | Actual Value | Remarks Meenal Cashs...0l.u0 odes. (te a Bidets caek ato e Re a7 ita, Hess, ya, 4 Leones oak. PRM, oS Ja AO Mrrbtites. yes) iad Solvecs os 1 lea ieee. ; : ge EY eee, PLP Ge Ronee 2 eee met : METIS Onli ecil 2 (ian'cs oun Unlaks al, bed ease Momus : Dividends Form 13 OHIO PRIVATE CORPORATIONS. 196 Bonds. etait Und pe) eee No. Shares Actual Value Remarks IGtOa See eet shy dil bos te edn s Ve ne nok 2 eins ae ee ae eee "2 | at nt ten eee © inners bare erie! eM re This corporation formed and organized under the laws of the State of Ohio for the purpose of doing business in Ohio, in good faith and not for the purpose of evading the provi- sions of the Act of April 28, 1913, entitled ‘‘An Act to regu- late the sale of bonds, stocks, and other securities, and of real estate not located in Ohio, and to prevent fraud in such sales,’’ and as amended February 6, 1914, as amended May 20, 1915, and as amended March 21, 1917, and as amended *May 17, 1921, and as amended April 30, 1923, purposes to dispose OReH aues, oi shares of Preferred Stock of the par value of ee PWN Oe Pee shares of common stock of par or declared ihe a ee No Da a Par wees Shares: . sae. pine icene: GE which: this ommon Stock’ S7...0.0 one Preferred Stock $ o 60/2 28) 2 Oe eee is a part, is or will be issued directly or indirectly in payment for patents, services, good will, or for property not located in Ohio, and the disposal has been and is to be made for the sole account of the issuer, without any commission, and at a total expense of not more than two per eent. of the proceeds realized therefrom, plus five hundred dollars. 196a FORMS. Form 14 IRR OE Gs bah lghe Os kaa & AOL UE sce ale cic eee. Sea! Personally appeared before me, a Notary Public in and for the above named county, ............ , who being duly sworn say.. that the statements above set forth are true to the best See knowledge and belief. *To be used before organization. To be used after organization. eed sane hed he ‘ President Re eee ae tins 4 a Ae ey rte Beto 3 srabinty : Secretary Ineorporators. Subscribed and sworn to before me this ........ day of Br. ses ~ 19. Ses arate , Notary Public. My comntission expires ............. ; *NOTE.—This form can be executed by the incorporators before organ- ization provided that the Articles of Incorporation have been filed with the Secretary of State and he issues his certificate, or can be executed by the president and secretary after organization. No. 14. Reorganization Into No-Par-Value Corporation. Proceedings. (G. C. § 8728-5.) NOTE.—Unless the certificate of reorganization is signed by every stockholder of record, having voting power, reorganization must be authorized by the holders of two-thirds or more of all outstanding stock entitled to vote, at a stockholders meeting of which at least two weeks’ notice has been given by mail to each stockholder of record, entitled to vote, and by publication once a week for at least two consecutive weeks in ® newspaper of general circulation in the county. Form 14 OHIO PRIVATE CORPORATIONS. 196b (a) NOTICE OF STOCKHOLDERS’ MEETING. Notice is hereby given that a meeting of the stockholders of LETS Ale caer ae Company will be held at the office of said POUMDAN Ys INO fee iets cee ris «> Street, in the City of .........- ; Bee giants 5 County, Ohio, on the ...... day of ....-..---++) LO o’clock ... M., for the purpose of considering the reorganizing of said The ........-.-- Company, pursuant to Sections 8728-1 to 8728-12 of the General Code of Ohio, so as to permit the issuance of shares of stock without par value. The terms upon which it is proposed to exchange the out- standing shares of stock of said The ..........-. Company for the new shares of stock are as follows: ..........-+++-+0- ccs con Mee : President. Rep ee ED : Secretary. (b) RESOLUTION FOR REORGANIZATION. Resolved, that the president and secretary of The ......... Company be and they are hereby authorized and directed to execute and file with the secretary of State of Ohio, pursuant to Sections 8728-1 to 8728-12 of the General Code of Ohio, a Certificate of Reorganization, textually as follows: (Copy Certrficate of Reorganization.) (c) CERTIFICATE OF REORGANIZATION, (G. ©. § 8728-5.) Certificate of Reorganization of Corporation, The ............ Company hereby certifies as follows: 1. The name under which it was originally organized is AOS, See ea Company. Its present corporate title is The PIE ey vittase Company. 197 FORMS—REORGANIZATION. Form 14 2. The date of its articles of incorporation is ............ : and the same are recorded in volume ...., page ...., theredhens ih. Pgh ARE Ts Sa ea as , 19..., and the same are recorded in volume ...., page ...., and in volume ...., page .., In the office of the secretary of state. 38. The place located or its principal place of business is eoseeeeee er eee eee eee eee ee oe 4. The amount of its capital stock is ............ dollars (BH eoice Js eonsistiuietosk jouiss. Chi8-)) Gortn, 2 ) shares of com- mon stock of the par value of ............ dollars ($...... ) SL a a ar TBA: 3 ) shares of preferred stock of the par value of ............ dollars ($...... ) each, and the terms and provisions of the preferred stock were as follows: eee ee eee eee ee eee standing is as follows: ............ (ao Sick ) shares of com- mon stock of the par value of ............ dollars! $iiiu%% ) Sreljcandividui. wissen (......) shares of preferred stock of the; par valuesof «2. e2loods os dollars ($...... ) each. 6. The number of shares that may henceforth be issued by the corporation shall be ............ shares. The classes into which such shares are to be divided, and the number of shares in each class are as follows: ............ Shares of common stock, without nominal or par value, and WAR A Sidsats 5 i%% shares of preferred stock of the par value of nna. 55.8% dollars ($......) each. The preferred stock will be issued under and subject to the following terms and provisions, viz: (For preferred stock clauses, see Forms Nos. 4 and 5.) 7. The amount of common capital with which the cor- ie will begin to carry on business is ............ dollars ee eras \ 8. The terms upon which the new shares of stock of said corporation shall be issued, in place of such of the outstanding shares of stock as are changed or affected by this certificate of reorganization are as follows: ............ In witness whereof, .......... , president, and Secretary of The ............ Company, acting for and on Form 14 OHIO PRIVATE CORPORATIONS.’ 198 behalf of said Company have hereunto set their hands this .... day OLRIh. co Kes 9 AWD, 19.5 THERES BIE Company, Biyiihie oserstoleions , President, @@arporate*Bealvy 1/8). - + FSG .-sen AVM , Secretary. State of Ohio, County of .......-+++- a Personally appeared before me, the undersigned, a ........ : in and for said county, this ...... day of Jooske. 4 aT. fe Le 19..., the above named ........---- » LEMME SAID « olane uae , who Bone “fiat duly sworn depose and ah that they are the presi- dent and secretary, respectively of The ........---- Company, and that they have been duly authorized and directed to exe- eute and file the foregoing certificate by the votes, cast in per- son or by proxy, of the holders of record of two-thirds or more of each class of the outstanding shares of stock, entitled to vote, at a meeting called and held upon written notice mailed to each stockholder of record, entitled to vote, at least two weeks before the date set for the meeting and published once a week for at least two consecutive weeks in a newspaper pub- lished and of general circulation in ............ County of Ohio, wherein the principal office of the corporation is located, and that such notice did expressly state the purpose of the meeting to be that of reorganizing the above corporation, pur- suant to Sections 8728-1 to 8728-12 of the General Code, so as to permit the issuance of shares of stock without par value and stated the terms upon which the outstanding shares of stock were to be exchanged for the new shares of stock. eee eee eee wre eevee ee ee eeee RATIOGE socckcssnceosecabsdsacns frbeeD:2 19 way. (Corporate Seal.) Notary Public. Statecot: Ohi0, County; Of nw sin feels OB: i Serie y aa eee , Clerk of the Court of Common Pleas, within and for the county aforesaid, do hereby certify that whose name is subscribed to the foregoing affidavit as a 199 FORMS—REORGANIZATION. Form 14 diamonds , was, at the date thereof,a ..........., in and for said county, duly commissioned and qualified; and further, that I am well acquainted with his handwriting, and believe the signature to said acknowledgment is genuine. In witness whereof, I have hereunto set my hand and affixed the seal of said court, at ..........-.. this 2iinis day, lie Naichirwtety ts sizpysy eaioolDiae% 45 59 Clerk. (Clerks are required to use this certificate and not attach their own.) (d) AFFIDAVIT OF PRESIDENT AND SECRETARY. NOTE.—If the common capital stated in the certificate of reorganiza- tion as that with which the reorganized corporation will begin to carry on business, is less than the total par value of the previously issued and outstanding common stock, this affidavit must be attached to the certificate of reorganization and approval of the (Blue Sky) Commissioner of Securities must be endorsed on the Certificate of Reorganization. G. C. § 8728-6. Biante OF Ohiop County 0:7. «..........0.00 , SS. . 29. SIP1E. and ............, being first duly sworn, say that they are president and secretary, respectively, of The BRO EOS Y, Company, and that the whole amount of the ascertained debts and liabilities of The ............ Company Barros, Toss 2 dollars ($...... NA eoeoeeee eee ee MIYOOL ENS ee ieee hos ay Cay 8 | ee ARES Public. (e) APROVAL OF COMMISSIONER OF SECURITIES TO BE ENDORSED ON CERTIFICATE OF REORGANIZATION. Leer. Tok , Chief of the Division of Securities of the Be paviaant of Olin coud of the State of Ohio, hereby certify Form 14 OHIO PRIVATE CORPORATIONS. 200 that I have received proof satisfactory to me that the amount of common capital stated in the certificate of reorganization as that with which the reorganized corporation, The ............ Company, will begin to carry on business is sufficient for the proper purposes of the corporation, and that said corporation has tangible assets equal to or in excess of its ascertained debts and liabilities and the amount of said common capital as stated in the certificate of reorganization, and also, the par value of its preferred stock, outstanding, or to be issued in exchange for outstanding stock as provided in said certificate. (f) SWORN STATEMENT OF ASSETS. (G. C. § 8728-7.) apices hasiiee Ohio! oidw .idide, falas To the Secretary of State, Columbus, Ohio State of Ohio, County of ............ , 8S SATA page ge , and ..........., being severally duly sworn, each for himself deposes and sia that? said’... a. is THE PFESIGEDT “ANG SALGSG, .-..6.-.-c cannon is the treasurer of The KS BR Was Company, a corporation of the State of Ohio, reorganized under an Act to authorize the formation and re- organization of corporations with common stock without par value, filed in the office of the secretary of the State of Ohio, on February 21, 1920; that said corporation has not incurred any debts subsequent to the filing of its certificate of reorgan- ization pursuant to said Act; that said corporation has assets OE GN GPO! VAIO. OF oo sc oh oeate hes dollars ($...... ), which is at least equal to the amount of its common eapital stated in its certificate of reorganization as that with which it will begin to carry on business; and that said corporation files with the secretary of the State of Ohio this sworn statement of its president and treasurer in conformity with Section 7 of said Act. | Treasurer. 201 FORMS—AMENDMENTS TO ARTICLES, Form 15 Subseribed and sworn to before me this ...... day of Ca oe ae phy: (Seal.) “Notary Public. No. 15. Amendments to Articles of Incorporation; Proceedings For. (G. C. §§ 8719 to 8723.) (a) WAIVER OF NOTICE OF STOCKHOLDERS’ MEETING. en cng eee UOMO enc ilo ecs We, the undersigned, being all the stockholders [or minora) of [name of the corporation], do hereby waive the giving of the notice required by law of the meeting to be held by the stock- holders [or members] of said [name of the corporation], on [time of the meeting], at [place of the meeting], which meeting - has been called by a majority of the board of directors [or trustees] of said [name of the corporation] for the purpose of considering the subject of amending the articles of incorporation of said [name of the corporation]. *[The proposed amendment may also be set forth in the waiver]; thus, beginning at the*, “so as to change the name of said corporation from [its present name], to [the name proposed].” Names. Shares. ceeerereeoeeeeeeseee eevee eee eeeeeesestoeoereeeeeeeseeeseeee eee eee cee eereeer eer eee eee ee eee eeeeeeeeeetleeoeeeeseeseeeereeeseeeeeeee cere eee ee eee e ee eeereeoeeeeeeeeeeloeo eee ee eee esereseeeseeeee eee eeeree eee eee ee see eeeeeeeeeesloeeeeereeeeeeeeeeereeoeese NOTE.—If not waived by all the stockholders or members a notice substantially as follows must be published for at least thirty days prior to the meeting: Form 15 OHIO PRIVATE CORPORATIONS. 202 (b) NOTICE OF STOCKHOLDERS’ MEETING. Notice is hereby given to the stockholders [or members] of [name of the corporation], that on ...-.-++--: i he are ae day of tion], to consider the subject of amending the articles of incorpo- ration of said [name of the corporation]. [The contemplated amendment may be set forth im the notice, but it is probably un- necessary |. Directors (or Trustees). (The notice must be given by a majority of directors or trus- tees. ) NOTE.—The waiver, or copy of notice with proof of publication, should be entered on the record. (c) MINUTES OF STOCKHOLDERS’ MEBTING. ern Se aw Qni0 fAneteaial aan ele A meeting of the stockholders (or members) of The .....+. Company was held at ...... OTA f stan 519s. 8b Pbesoene o’clock . M., the time and place specified in the foregoing waiver (or notice). "se. eee. , president of the Company, presided. MEO Sune cre « presented the following resolution: (d) RESOLUTION FOR AMENDMENT OF ARTICLES OF INCORPORATION. “Resolved, that the articles of incorporation of The Company be, and the same are hereby amended, so that (Copy proposed amendment, as “the corporate name be changed from The ........ Company to The’ ...ssss5 Company,” or “the place where said corporation is to be located, and its principal business transacted be changed from county, Ohio, to .......- PIAS Sra tJ county, Ohio.’’) eoeeeee 203 FORMS—AMENDMENTS TO ARTICLES. Form 15 hh rere eae moved the adoption of said resolution. The motion was duly seconded and a vote thereon was had by ballot. aes shares of the capital stock of said Company were cast in favor of the adoption of said resolution and ........ shares were cast against its adoption. (Jf the corporation has no capital stock, the minutes should be changed accordingly.) More than three-fifths of the capital stock (or members) of said corporation having been voted in- favor of the adoption of said resolution the same was declared duly adopted. Thereupon the following written assent and waiver was executed by all the stockholders (or members) of said corporation, as follows: (e) WAIVER OF NOTICE OF AMENDMENT. We, the undersigned, being all of the stockholders (or mem- eee yOk-L heen. 6 Ne Company, do hereby consent in writing that the notice by publication, required by law, of the amend- ment made to the articles of incorporation of said The ........ Company at a meeting of its stockholders (or members) held on ae 5s MNS <> er GAY: Of -..s s.c,ct409 1945, ab,the office of be and the same is hereby waived. eeeereer eee eee esr eer eee eee eevee eeetoe eee ee eee eee see ee eee ee eee e eo ee eeereeseeeseoeere oreo eee eeloeoer eee eee eee eee eeee sees eee ee eee eee eee eee wer eeeeereeeeetTeer eee eee eee ee eee eee eevee There being no further business, the meeting adjourned on motion. Attest : Danas ia 5 , Secretary. Owais sage eslOent. NOTE.—Unless waived by all stockholders or members, a notice sub Stantially as follows should be published for three consecutive weeks. Form 15 OHIO PRIVATE CORPORATIONS. 204 (f). NOTICE. To whom it may concern: Notice is hereby given that on .......-. »ethesaiznges day of etabs a) s:3}5 , 19.., at a meeting of the stockholders (or members) of. Dhecwiaws. is Company, held at the office of .....-.. Cake was, by a vote of more than three-fifths of the stockholders (or members) resolved, that (Copy resolution in full.) 5 phd , Secretary of ......... (Name of Corporation.) (g) CERTIFICATE OF AMENDMENT TO BE FILED WITH THE SECRETARY OF STATE. (Copy of resolution in full.) To the Secretary of State, Columbus, Ohio. MEG rine w ays Company, acting by its president and secretary, hereby certifies that the foregoing is a true copy of the original -amendment to the articles of incorporation of The .......... Company which was adopted by the votes of the owners of more than three-fifths of its capital stock (or members) at a meeting thereof, held on ........ the 2. fae day, of aden. ; Pond CIAL. e owes vy , notice of which meeting was duly waived in writing as authorized by law (or, pursuant to notice duly given | according to law). In testimony whereof, the president and secretary of The gba eeets Company, acting for and on behalf of said corporation, have hereunto set their hands and caused the seal of said corpora- tion to be affixed (if the corporation has a seal) this ...... day CO Se SR ws AD tats : UN Goa cater stt Company. (Corporate seal.) DY. wa aue t , President. Lo ae ee er ee » Secretary. — 205 FORMS—INCREASE OF CAPITAL STOCK. Form 16 No. 16. Increase of Capital Stock; Proceedings For. (G. C. § 8698.) (1) Before Organization. (a) CONSENT TO INCREASE OF CAPITAL STOCK. We, the undersigned, being all the subscribers to the capital Broek? of “The!'® .:.°.:...'. Company, all of the authorized capital stock having been subscribed and an installment of ten percent -on each share of stock having been paid thereon, do hereby consent in writing that the capital stock of said Company be ‘increased from $...... , its present capital stock, to $...... : consisting of ...... shares of common stock of the par value DE Seis. each (and ...... shares of preferred stock of the par value of $...... each) ; And we hereby authorize the incorporators, or a majority of them, to file a certificate of such action with the secretary of State. Names of Subscribers. eereerereeoee eee eee eee eee eeetloe eee eevee ertoeer eee eee eee eee seve eoeeoer eee eee eee ee eer ee eer ere eter ee eee eee toese eee eee ee eee eee cee eee eee eee eee ee eee eeevetoereoer eevee etloeec ee eeeere eevee eee ee cere e eres ee eeee eee eerereeetloe eee eevee etoeosr eee eres e sees ee eveor (b) CERTIFICATE OF INCREASE, BEFORE ORGANIZATION, TO BE FILED WITH THE SECRETARY OF STATE. We, the undersigned, being all (or, a majority) of the in- corporators of The ............ Company, do hereby certify that on the ...... day Goto. sista) 4... , 19..., the original capital stock was fully subscribed for and an installment of ten percent on each share of stock was paid; and that on said day, Form 16 OHIO PRIVATE CORPORATIONS. 206 all of the original subscribers consented in writing that the capital stock of said Company be increased from $...... , its present capital stock, to $.....-. , consisting of ...... shares of common stock of the par value of $...... each (and* 27... shares of preferred stock of the par value Ta Pee each), and authorized the undersigned to file a certificate setting forth such action with the secretary of state. Incorporators. (2) After Organization. (a) WAIVER AND AGREEMENT TO INCREASE CAPITAL STOCK. We, the undersigned, being the holders of all the capital stock Of Pheer. Company, and being this day all present, in person or by proxy, at a meeting of the stockholders of said Company, do hereby waive in writing the notice by publication and by letter of the time, place and object of such meeting required by law; and we do also agree in writing: (NOTE.—If the capital stock consists of par value common stock only and there is no prefered stock use I following.) I. That the capital stock of said Company be increased TYOU Oe se , its present capital stock, to $...... , divided TY sete ‘’. shares of $....-. each. (NOTE.—If the captical stock consists of prefered stock and par value common stock, disregard I and use II following.) II. That the capital stock of said Company be increased from he vox: , consisting of $...... common stock in ...... shares Of ©. 1%. each, and §$...... of preferred stock in Mc BO shares of $...... each to $......, divided into $...... common stock in ...... shares of $...... each and $...... preferred stock in ...... shares ofo$...... each. (NOTE.—If the capital stock consists of no-par-value common stock unty, without preferred stock, disregard I and II and use III following.) 207 FORMS—INCREASE OF CAPITAL STOCK. Form 16 Ill. That the total number of authorized shares of com- mon stock without nominal or par value which may be issued by the corporation be increased from ...... shares to ...... shares. (NOTE.—If the capital stock consists of no-par-value common stock and preferred stosk, disregard I, II and III and use IV following.) IV. That the total number of authorized shares which may be issued by the corporation be increased from ..:... shares, consisting of ...... shares of common stock without nominal or par value and ...... shares of preferred stock of the par weine “OL $...... CACM. CLO Mcteasreieas shares, consisting of ...... shares of common stock without nominal or par value and ib) WT shares of preferred stock of the par value of $...... oeereeee eee ee re eee eee es eer eee eee eee ee ee ew ew ew eoeoeree eee ee ee ee oe NOTE.—-Preferred stockholders, if any, should sign the above waiver and agreement. All stockholders are entitled to vote on proposed increases of stock, regardless of any restrictions on voting power in the terms of its issue, G. C. § 8698. If the notice of meeting is not waived, a notice substantially as follows must be given by publication, and by mail, to each stockholder at least thirty days before the time of the meeting. (b) NOTICE OF STOCKHOLDERS’ MEETING. Notice is hereby given that a meeting of the stockholders of OG ena a4 Company will be held at ........ nde Uae the ste DOR OL adh les HAE Ab: sarceyenQelock; aa ‘My, for, the purpose of considering a proposed increase of the capital stock Form 16 OHIO PRIVATE CORPORATIONS. 208 of said Company from ........ (insert details of the present capital stock and proposed increase, from I, IT, Ill or IV of (a) above). eee ae IG, Pate, hats oa Le Directors. NOTE.—At the meeting at which such increase is considered a resolu- tion must be adopted. If notice of the meeting has been properly given, written consent of the stockholders is not required. A vote of the holders of a majority of all the capital stock is sufficient. G. C. § 8698. Written - assent of the stockholders present, however, is useful for purposes of record, (c) RESOLUTION FOR INCREASE. “Resolved, that the capital stock of said The ........ Com- pany be increased from ........ (insert details of present capital stock and proposed increase from I, II, III or IV of (a) above), and further, that the president and secretary of said Company be instructed to file a certificate of such increase with the secretary of state.’’ (d) CERTIFICATE OF INOREASE OF CAPITAL STOCK. elie rete , president, and ........, secretary of The ........ Company, duly authorized in the premises, and acting on behalf of said Company, do hereby certify, that on the ...... day of ......, A. D. 19..., the authorized common capital stock of said Company was fully subscribed for, and an installment of ten percent on each share of such stock had been paid; that on said day, by a vote of the holders of a majority of all the stock of said Company, at a stockholders’ meeting called by a majority of its directors, and held at the office of the Com- 209 FORMS—INOREASE OF CAPITAL STOCK. Form 16 pany; imithes. ad. Thinks i. afi dternadan County, Ohio, due notice of which was given according to law; (NOTE.—If all the stockholders, including preferred stockholders, were present and waived notice, add the following :) And at which meeting all the holders of the capital stock of said Company were present in person or by proxy, and waived in writing the notice by publication and by letter of the time, place and object of such meeting required by law, and also agreed in writing to the increase of capital stock herein- after set forth; It was on motion ‘‘Resolved that the capital stock of oS rer Company be increased from ........ (insert details of former capital stock and the increase, from I, II, III or IV of (a) above); and further, that the president and secretary of said Company be instructed to file a certificate of such increase with the secretary of state’’; which is done accordingly. In witness whereof, the aforesaid ...... president, and ........ , secretary of The (Corporate Seal) ........ Company, acting for and on ’ behalf of said Company, have hereunto set their hands this .... day of ....... ; Ay Di AD. 3 MRE Paya eee Company. AW raver ate eu a , President. hy ae od ce » Secretary. Increase by Preferred Stock Only. (e) WRITTEN ASSENT OF STOCKHOLDERS TO INCREASE BY PREFERRED STOCK. (G. C. § 8698.) We, the undersigned, being the owners of the number of shares of the capital stock of The ........ Company set oppo- site our respective names, hereby assent to the increase of the capital stock of said Company from $...... COE TG’. . 5 the whole of said increase to consist of preferrea stock in eee shares of the par value of ........ dollars CB 250) Form 16 OHIO PRIVATE CORPORATIONS. ys a The holders of such preferred stock shall be entitled to a dividend, etc. (Set out terms of preference, etc., for which see Preferred Stock Clauses, Forms Nos. 2, 4 and 5.) Names. Shares. La aflecwieye © Spode mceye.© lehecepe oc onerbie «Bh 829: myelusts Bie Saye he ees © gukee) Seb eeatan oot MR eC ete ett era arena, e G6. 66's: 9 6 9.0 0.6 eee Si} ls One eneLe = A SEO Len) BAe et ee NOTE.—The written assent of three-fourths of all the stockholders, representing three-fourths of both the subscribed and issued capital stock is required. Where the articles of incorporation do not provide for preferred stock, the articles must be amended. G. C. § 8668. (f) CETIFICATE OF INCREASE OF CAPITAL STOCK (PREFERRED). | ON Sa eee Company hereby certifies that at a meet- ing of its directors, held at the office of said Company on the tra ats day of i..cs.0s.ta.5 Ae: Di 19) ay the eomaeneean writing of three-fourths of all of the stockholders, representing at least three-fourths of both the subscribed and issued capital stock of said Company, having been first previously obtained, the following resolution was adopted, viz: ‘‘Resolved, that the capital stock of said, The ............ Company, be and the same is hereby increased from .......... dollars ($...:... NERO. cance BAe dollars ($...... ), and that the whole of said inerease be issued and disposed of as... preferred stocky Imotil. ssisggend . Diag ( da: aso ) shares Of. alaates satasi dollars ($...... ) each, and that the holders thereof be entitled to receive a dividend on said preferred BLOCK OL: woke a's percent per annum, payable a np sek out of 211 FORMS—INCREASE OF CAPITAL STOCK. Form 16 the surplus profits of the Company for each year, in preference to all other stockholders, and such dividends shall be ........ cumulative. | (Set out other terms of preference, etc.) ‘‘And further, that the president and secretary of said Company be instructed to file a certificate of such increase with the secretary of state’’; which is done accordingly. In witness whereof, said The ........ Company has (Seal. ) caused its corporate seal to be affixed and its president and secretary to subscribe this certificate, this ...... Cay-of boa or 2D se BSS Pee . Act esi, Gi 0 gs, aCe Company. Byes 2 Spend , President. Se ghnge eke oe , Secretary. (g) WAIVER BY STOCKHOLDERS OF RIGHT TO TAKE INCREASED STOCK. eit Pe SLs s hace seere ote LO We, the undersigned stockholders of The ........ Company, do hereby release and waive our right to subscribe for or pur- chase any part of the new or increased capital stock of said Com- pany authorized by resolution of the stockholders passed ...... 19.., and we hereby authorize the directors of said Company to sell or otherwise dispose of the same for the best interest of said Company, as in their discretion they may deem proper. NOTE.—The directors may fix the time within which the stockholders may avail themselves of their subscription rights. G. C. § 8699. (h) CERTIFICATE OF INCREASE OF CAPITAL STOCK OF BUILDING AND LOAN ASSOCIATION. (G. C. § 9664.) To the Secretary of State, Columbus, Ohio: he mex. haguhas hereby certifies that, at a meeting of its directors, held on the ...... AS OHMMIEOY ions os cased 5 oe, Di ikGeinng it was resolved by a majority vote of its board of directors that the capital stock of said corporation be increased from BATRA... Pollarst(Sohizth) tows. nopisis. dollars? ($: ccclaa)3 Form 17 OHIO PRIVATE CORPORATIONS. 212 divided into ........ shares ef 6q0ui) A079 dollars ($...... ) each. In witness whereof, said corporation has caused its cor- porate seal to be hereto affixed, and this certificate to be exe- ¢@uted by its president and secretary, this ...... day of SABSEBILL.. Abate He: Oe) oa) 82 The. vwsteiae2. 93 : Bash. ae , | President (Corporate! Seahiiuso att sdiipaise ¢1 YisISTI0g AGS. Lg os ‘ Secretary. No. 17. Reduction of Capital Stock; Proceedings For. (G. C. § 8700.) NOTE.—Amendment to the articles of incorporation is the proper method of reducing the number of authorized shares of no-par-value common stock. G. C. §§ 8728-4, 8719. The number of authorized preferred shares of a no-par corporation, however, may be decreased by a proceeding to reduce. G. C. § 8728-4. (a) CONSENT OF STOCKHOLDERS TO REDUCTION OF CAPITAL STOCK. The undersigned, in whose names a majority of the shares of the capital stock of The ........ Company stands on the books of the Company, hereby consent that the .......... (If there is no preferred stock and the common stock 1s par value stock, use I, followimg.) I. Capital stock of said Company be reduced from $...... to its present authorized capital, to $...... , and the nominal value of each share from $...... tof Bade. by (If there is both preferred and par value common stock disregard I and use II, following.) II. Capital stock of said Company be reduced from $ consisting of $...... common stock, divided into ...... shares, par value $...... each, and $...... preferred stock, divided into jd bok ae shares, par value $...... each; to $...... , to consist of $...... common stock, divided into 913 FORMS—REDUCTION OF CAPITAL STOCK. Form 17 par value $...... each, and $...... preferred stock, divided Antoe /O0e 21 shares, par value each. (If the corporation has no-par-value common stock and preferred stock, and it is desired to reduce the number of authorized number of shares of the preferred, disregard I and II, and use III, following.) III. Number of authorized preferred shares be reduced from OF249%. « shares to ...... shares. (Conclude as follows): and that the board of: directors may take such action as may be necessary to carry such reduction into effect. Names of Stockholders. | No. Shares Owned. eoeoeeeererereeereeoerere eee eee eereeeetToe eee e ee eer eee er eee eee eee & coeoeereereeereeeoeeeeer ee ee eee eer eetoee ree eee eer eee eee eee ee eee ce erereeeereoseerereererereeeeoeeer eee ete eeee ere eee eee eee eee eevee (db) RESOLUTION OF BOARD OF DIRECTORS FOR REDUCTION OF CAPITAL STOCK. *“Resolved, that the ........ (insert details of reduction from I, II or III of (a) above); and further, that the presi- dent and secretary are hereby instructed, on surrender of the original certificates, to issue new certificates therefor, and also to file a certificate of such reduction in the office of the secretary of state, as required by law.’’ (c) CERTIFICATE OF REDUCTION TO BE FILED WITH THE SECRETARY OF STATE. Certificate of Reduction of Capital Stock of MEMO. ait spite Company. To the Secretary of State, Columbus, Ohio: SL ee ee Company hereby certifies that, at a meeting of the directors of said Company, held on ........ , 19.., the writ- Form 17 OHIO PRIVATE CORPORATIONS. 214 ten consent of the persons in whose names a majority of the shares of the capital stock of said Company stood on the books of the Company having first been obtained, the .......... (insert details of reduction from I, II or III of (a) above), and new certificates in accordance therewith directed to be issued on surrender of the original certificates. In witness whereof, The ........ Company has caused its name to be hereto sub- (Corporate Seal) scribed by its president and secretary and ' its corporate seal to be hereunto affixed RNS! d acnta Gay Ok, si teviescen » Apo 1 95a: 4 817: aaa EDF Company. | radian he hl , President. sah aa eta » Secretary. (d) CERTIFICATE OF CANCELLATION OF PREFERRED STOCK WHICH HAS BEEN REDEEMED. (G. C. § 8669.) To the Secretary of State, Columbus, Ohio: hens Geers Company hereby certifies that its author- ized capital stock is $...... , consisting of $...... common stock, divided into ...... shares, par value $...... each, and ae preferred stock, divided into ...... shares, par value Ee aa each ; That its board of directors on the ...... Cay. Ul. ack. auch : TDs... atanCellend. 75 a.k. shares of the preferred stock, which had been redeemed by the corporation, and directed that the capital stock be reduced by such cancellation to $...... , to con- Rist Of Gia TH common stock, divided into ...... shares, par Velie Sit. One. Lf SA “Re oe preferred stock, divided into ...... shares, par value $...... each ; (If all the preferred stock ts cancelled, omit the words following the stars ***.) And further directed that the president and secretary of the Company execute and file with the secretary of state a certificate of such cancellation and action of the board of 215 FORMS—SALE OF ENTIRE PROPERTY. Form 18 directors as a certificate of reduction of the authorized capital stock of the corporation. In witness whereof, The ............ Company has caused its name to be hereto subscribed by its president and secretary and its corporate seal affixed this ...... day, Of iid. aay 10 Dots 5 1Oey2 TRG cele ois BAR Secretary. Preagent 219 FORMS—DISSOLUTION. Form 19 No. 19. Dissolution of Corporations. (G. C. §§ 8738 to 8743.) (a) CALL FOR STOCKHOLDERS’ MEETING. (G. C. §§ 8738, 8740.) Cre aEaay SORTS: tos 8 ean sae ‘pare ee ete : , pecretary, Of Pine. nee Company. eS 0 La 8 Ri (president or directors) of The ........ Company do hereby call and order a meeting of the stockholders of said Company, to be held at ...... oh ey ea sian? RRR ee : io. On the :,\.. . AO) ei rae ten gt oth tciat'O CLOCK ot aed for the purpose of considering and acting upon the proposed dis- solution of said corporation and the surrender and abandonment of its corporate authority and franchises and for the transaction of any and all business necessary or incident thereto, and you are hereby instructed to give notice of such meeting to the stock- nolders pursuant to law. eereceer ee eeeee (b) NOTICE OF STOCKHOLDERS’ MEETING (G. C. § 8740.) spits Ane 5 Ohiosttts 4 nor ttyl > divided Into. .¢.% «eine (away +) shares of the par value of ........ dollars ($...... ) each. SECOND. The value of the property owned and used in Ohio, situate: at :........ 5 Meee) tee oe dollars ($...... ie THIRD. The value of the property of the Company owned and used outside of Ohio is ..... ~» Pollars (S054 ,. FOURTH. The proportion of the capital stock of the Com- pany represented by property owned and used and by business transacted in, Ohio is ......... FIFTH. The location of its office or offices in Ohio is at SIXTH. The names and addresses of the officers or agents of the Company in charge of its business in Ohio are as follows: Name of president, ........ WGAREREAN SS 6 eo es ee Name of. secretary, ........ CONES, 2 a 080) a Aigee. Salas Name of treasurer, ........ MCG eee eR Names and addresses of managers or agents, other than as above enumerated: *........ In witness whereof, said ........ has caused its corporate seal to be affixed and its corporate name to be hereunto attached by an officer thereof, to wit, its ........ » this aay Ob ce, seen ; Bee Ds. By®. Como. AOE : (L. 8.) 997 FORMS—FOREIGN CORPORATIONS. Form 21 State of ........ yrCoudnty of eG ae , 8s. | yee , being duly sworn, deposes and says that he is an officer, to ie ENG Oa ter wad PIITS ack Sateen ; that he executed the foregoing statement in the name and on behalf of said corpora- tion and caused its corporate seal to be thereto affixed; that he was authorized to make such statement and to execute the same by authority of the corporation, and that the statements therein are true. ORY gOln wm aasn -a9s ow As bod 9... eoeeereereee eee (3°S.) Bente. Of Bx mre ores 9 feb, eel eae County, ss. | paieamarae , within and for the county aforesaid, do hereby S09 A , whose name is subscribed to the foregoing acknowledgment aS a .....'......% was at the date thereof a aim Ria 'p*o Pe: ofa! ot 5 in and for said county, duly commissioned and qualified, and authorized as such to take said acknowledgment; and further, that I am well acquainted with his handwriting, and believe that the signature to the same is genuine. In witness whereof, I have hereunto set my hand and affixed the seal of said court, at ........ pothis axteiadlaptiobs, .zheco ; Agi Dio9 4 13 (L. 8.) OFFICE OF THE SECRETARY OF STATE. Columbus, Ohio, ........ 19sa: From the facts thus reported by the said ........ I find the proportion of the capital stock of the Company represented by its property and business in Ohio to be ...... percent of its au- thorized capital stock, to wit: the sum of ........ dollars, on which I have assessed a fee of one-tenth of one percent, amount- Ing to the sum'/of . 2.0... dollars. Gh. 8) Secretary of State, Form 22 OHIO PRIVATE CORPORATIONS. 998 NOTE.—The franchise tax is based upon the proportion of the entire authorized capital stock represented by the property owned and used and business transacted in Ohio. The proportion which the property owned and used and business transacted in Ohio bears to the total property and business of the corporation is the proportion of the capital stock on which the tax is based. For instance, if the property owned and used and busi- ness transacted in Ohio is $5,000, the total corporation property and business $10,000, and the authorized capital stock $20,000, the proportion (of the capital stock represented by Ohio property and business) required ‘to be stated in the “Fourth” paragraph of the above form is one-half ot the capital stock, or $10,000, the Ohio property and business being one half of the total corporate property and business. If all of the corporate property and business were in Ohio the tax would be based on the total authorized capital stock. State v. Fulton, 98 0. S. 350; see 5 O. L. R. 163 (Opinion by Wade H. Ellis, Atty. Gen.) ; Aetna Iron & Steel Co. v. Taylor, 13 C, C. 602; 5 C. D. 242, 5. « 3 N. P. 152; 4 L. D. 180. No. 22. Statement by No-Par-Stock Foreign Corporation Entering the State. (G. C. §§ 184, 8728-11.) adsqat -£ A gitidpd omc k Tee To the Secretary of State, Columbus, Ohio: .icbidnuove bial , a foreign corporation organized and existing under and by virtue of the laws of the State of ............ ; with its principal office located at ............ Jumeasmty.. 01.) . County, having shares of capital stock without par value, in compliance with Sections 183, 184 and 8728-11 of the General Code of Ohio, applicable to foreign corporation organized for the purposes of profit, and owning or using, or which pro- poses to own, or use, a part or all of its capital stock or plant in said State of Ohio, and in compliance therewith, hereby makes the following declarations: FIRST. The authorized capital stock of said corporation it (wd'shak shares of preferred stock of the par value of $..... each: and... shares of common stock without nominal or par value. SECOND, The value of the property owned and used in Onid situate at. or e.e Aes BIW «own oo Nee dollars ($..... ). THIRD. The value of the property of the Company owned and used outside of Ohio is ............ dollars ($...41. ra 9399 FORMS—-FOREIGN CORPORATIONS. Form 22 FOURTH. The amount of business transacted in Ohio is - eee , and the amount of business transacted out of Ohio FIFTH. The proportion of the authorized preferred capital stock of the Company represented by property owned and used and by business transacted in Ohio is ............. SIXTH. Number of shares of authorized common stock represented by property owned and used and business trans- acted in Ohio ise2'.¥/002...... SEVENTH. The proportion of the number of shares of authorized common stock represented by property owned and used and business transacted is ............. EIGHTH. The location of its office or offices in Ohio is Sick ct due «nee of the Company in charge of its business in Ohio are as follows: Prame” or president, OL 00722 . O72! ACCU RT C re at a PB, ame of Secretary, ........ 66%" WATERS P89 OS ee iame-/of* treasurer, ....5....65. Betresee ee Pe Pe et re Names and addresses of managers or agents, other than as above enumerated, ............ In witness whereof, said ............ has caused its cor- porate seal to be affixed and its corporate name to be hereunto attached by an officer thereof, to-wit: its ............ , this ia + 4 day, OF ead ediwsat: wAsteD 219 galt C8.) By} sasoasinss cla wars PEAT OLOL Pay) oc ofe'scora ss ALOU OF is ana sca tt wo or , SS. Dente tree , being duly sworn, deposes and says that he 1s an officer, to-wit: the ............ BiORt» 11es sb wo > , that he executed the foregoing statement, in the name and on behalf of said corporation, and caused its corporate seal to be thereto aftixed; that he was authorized to make such statement and to Form 22 _ OHIO PRIVATE CORPORATIONS. 930 execute the same by authority of the corporation, and that the statements therein are true. eeoeeree eee ese ee ene ay OF. cate cuts cecern te ee ag, coe CU, ih iades eke ole. sa ee vane Pl esgtte one teabtiieenes seems BGT CO sac isc. dian aa sins ‘Sings Sesanaet County, ss. FOTGUS IO. TAG , within and for the county aforesaid, do hereby certify that ............ , whose name is subscribed to the foregoing acknowledgment as a ............ , was at the date thereof a 0.30. 2200. , in and for said county, duly commissioned and qualified, and authorized as. such to. take said acknowledgment; and further, that I am well. acquainted with his handwriting, and believe that the signature to the same is genuine. In witness whereof, I have hereunto set my hand and affixed the seal of said court at ............ » Hiathh. day QE reais Osis cee hye. aed 8 Joa be ee Cla SG iy 84 Skee BPO CIO eS ae OFFICE OF THE SECRETARY OF STATE. Columbus> Ohio, tasnisnsedece wilteaas From the facts thus reported by the said .......0.0.. fot find the proportion of the capital stock of the Company repre- sented by its property and business in Ohio to be ...... per- cent of its authorized capital stock, to-wit: the sum of ........ dollars, on which I have assessed a fee of one-tenth of one percent, amounting to the sum of .......... dollars. Also find the proportion of the number of shares of author- ized common stock (without par value) represented by prop- erty owned and used and business transacted in this state to BE WA suchen , on which I have assessed a fee of five cents a share amounting to the sum of .......... dollars. eee ee ees ecens , Secretary of State. ° 231 FORMS—FOREIGN CORPORATIONS. Form 23 No. 23. Certificate of Appointment of Agent for Foreign Corporation. (G. C. § 181.) Pee Ae ee ee Selo: To the Secretary of State, Columbus, Ohio: DWE SNCTCOVCEAU DOUG cos cs cus se mes SEL) erste sateen share Bg Pee rans) cle eer County, Ohio, as the person upon whom process may be served in all actions that may be brought against this Company in any of the courts of the state, and designate his ui weer ethene in said city as the principal office of the Company in the State of Ohio. All previous appointments are hereby revoked. In witness whereof, said corporation has caused its cor- porate seal to be hereto attached, and this certificate to be executed by its president and secretary, this ...... day of 2 aap Pc gem 9 tv serge i 8 Plea ites iataraedraereae ; President. (Seal. ) Secretary. Ree nate ct x's OUIO rere ee eee Le eecereeree ee Gee Gentlemen: I hereby accept the appointment as the repre- sentative of your Company upon whom process may be served, and agree to the designation of my office, ............, as your principal office in the State of Ohio. State of Ohio, County of ............ $88. Personally appeared before me, the undersigned, a notary publie in and for said county, this ...... ARS COL INOS, GHD: ; Perrelor.,-the. above named ;..../9!Y.. , who acknowl edged the siening of the foregoing to be his free act and deed for the uses and purposes therein mentioned. Form 24 OHIO PRIVATE CORPORATIONS. 232 Witness my hand and official seal on the day and year last aforesaid. (Seal. ) Notary Public in and for ...... County, Ohio. | No. 24. Certificate of a Foreign Corporation Retiring From Business in This State. (G. C. § 11976.) Disaici baaene , president, and ........, secretary, of The ....... Company, a corporation organized under the laws of the state of ene ate bie , having been duly authorized to do business in this state, in compliance with the provisions of sections 178 and 183 of the General Code of Ohio, do hereby certify that on the ...... G80) ofan e euros, , 19..., the said corporation, by action of its board of directors, duly authorized, has fully retired from business in the state of Ohio, authorizing hereby the cancella. tion of the certificate of authority to do business in ‘said state. heretofore issued in the office of the secretary of state. In witness whereof, the aforesaid ........ » president, and a ee , secretary, of The ........ Company, acting for and on behalf of said corporation, have hereunto set their hands and caused the seal of said corporation to be hereto affixed this . Gay , axe (FRY shares of the par value of ........ dollars ($...... ) each SECOND. The value of the property owned and used in Ohio, situate at ........ SPR Sih sn core dollars ($...... ye THIRD. The amount of business transacted in Ohio is BRN ASs ig i'n dollars ($......). FOURTH. The value of the property of the Company owned and used outside of Ohio is .......... dollars ($..... de FIFTH. The amount of business transacted outside of Oisrerisnh . Hiszinore .% dollars ($...... ). SIXTH. The increase in the proportion of the capital stock of the Company represented by property owned and used and by business transacted in Ohio is ............. SEVENTH. The location of its office or offices in Ohio is EIGHTH. The names and addresses of the officers or agents of the Company in charge of its business in Ohio are as follows: Name of president, ........ Address, V80 easees BN. Name of secretary, ........ IAAPRERIOSS: TARLS, oa’ Name of treasurer, ........ mines allicses: 0). 12 Names and addresses of managers or agents, other than as above enumerated: 6.6.06. In witness whereof, said ........ ‘has caused its corporate seal to be affixed and its corporate name to be hereunto attached ® Form 24 OHIO PRIVATE CORPORATIONS. 234 by an officer thereof, to wit: its ........ pothisrnsel ian day of o1dOW-.10. AODicddws (L. 8S.) Byrteah ead. coidw BALE OL ats. ss ce POUT CY tts, sale ee xe , Ss. RAPE , being duly sworn, deposes and says that he is an OMCer. 10 Wits LUG ‘ee eeng.a PMEDy gtupiioceedl ; that he executed the foregoing statement; in the name and on behalf of said corpora- tion, and caused its corporate seal to be thereto affixed; that he was authorized to make such statement and to execute the same by authority of the corporation, and that the statements therein are true. Sworn to before me and subscribed in my presence this mrad aries i RRS A tas RS aie State;o£, .fsienens sCounbyniof 204 deco , 8S. Pk cn Re F within and for the county aforesaid, do hereby eertifyi dthatis. act cto. 5 , whose name is subscribed to the foregoing acknowledgment as a ........ , was at the date thereof a...... } in and for said county, duly commissioned and qualified, and authorized as such to take said acknowledgment; and further, that I am well acquainted with his handwriting, and believe that the signature to the same is genuine. ce eere eee ee ee ee In witness whereof, I have hereunto set my hand. and affixed the seal of said court, at ........ Sg i0: Peewenne Bs day of YW Rap &: Dee (L. S.) OFFICE OF THE SECRETARY OF STATE, Columbusy Olio,: sa; ands are fs from the facts thus reported by the said ..........4. ue | find the proportion of the capital stock of the Company repre- ee ee ee 295 FORMS—CORPORATIONS NOT FOR PROFIT. Form 26 Vv sented by its property and business in Ohio to be ...... per- cent of its authorized capital stock, to-wit: the sum of ........ dollars, on which I have assessed a fee of one-tenth of one percent, amounting to the sum of ............ dollars. (L. 8.) Secretary of State. No. 26. . Articles of Incorporation of Corporation not for Profit. These articles of incorporation of ......... Witnesseth, that we, the undersigned (“all” or “a majority’’) of whom are citizens of the state of Ohio, desiring to form a corporation, not for profit, under the general corporation laws of said state, do hereby certify FIRST. The name of said corporation shall be ......... SECOND. Said corporation is to be located at ........ ‘ My s.35[6b county, Ohio, and its principal business there trans- acted. THIRD. Said corporation is formed for the purpose of (for statements of corporate purpose see the forms immediately fol- lowing). In witness whereof, we have hereunto set our hands this ... day ofits PAP, Tow eoeceeere eee ee ee The State of Ohio, County of ........ , 8s. Personally appeared before me, the undersigned, a notary pub- lic in and for said county, this .... day of ........ Rad: Wee BS 19.., the above named ........ pcecehetraind > bvald © SATO TGRIE «> « aay te warider 4 » who each. severally leedualeilecd the ee of the foregoing articles of incorporation to be his free act and deed, for the uses and purposes therein mentioned. _ Witness my hand and official seal on the day and year last aforesaid. Form 27 OHIO PRIVATE CORPORATIONS. 236 The State of Ohio, County of ........ » 8s. Tp, et Clerk of the Court of Common Pleas, within and for the county aforesaid, do hereby certify that ........ » whose name is subscribed to the foregoing acknowledgment as a notary public, was at the date thereof a notary public, in and for said county, duly commissioned and qualified, and authorized as such to take said acknowledgment; and further, that I am well ac- quainted with his handwriting, and believe that the signature to said acknowledgment is genuine. In witness whereof, I have hereunto set my hand and affixed the seal of said court at ........ 5p EERAB. cage KE OY AOE a eee EE acs : A. D. 19.. No. 27. PURPOSE CLAUSES. CORPORATIONS NOT FOR PROFIT. Associated Charities. THIRD. Said corporation is formed for the purpose of investigating, assisting, providing relief and promoting the gen- eral welfare of the poor and needy, in the city of ........ ‘ Ohio, and including the establishment and maintenance of a registration bureau for fostering co-operation between all charita- ble organizations and agencies in said city; receiving funds by gift or bequest, disbursing the same and the doing of all things necessary or incident thereto. Association for Apprehending Horse Thieves. Protective Association. (G. C. § 10200.) THIRD. Said corporation is formed for the purpose of the apprehension and conviction of horse thieves and other felons. Athletic Club. THIRD. Said corporation is formed for the purpose of providing means and facilities for exercise tending to promote physical culture, also rowing, football, baseball, foot racing, wrest- 237 FORMS—CORPORATIONS NOT FOR PROFIT. Form 27 ling, boxing and other athletic sports, for the recreation and amusement of the members and guests. Athletic Club. Another Form. THIRD. Said corporation is formed for the purpose of the mutual benefit of all its members by promoting an interest among themselves in all athletics, both indoor and outdoor ath- letics, and to promote social intercourse among its members. This association is formed not for profit. Builders’ Exchange. THIRD. Said corporation is formed for the purpose of maintaining and conducting a society, the general object and design of which shall be to cultivate friendly, social and business relations among persons connected with building trades in the CL Of: tore s.« a2 , Ohio, and vicinity; to provide facilities for the interchange of views, and the avoidance or amicable settlement of controversies and differences amongst its members and their employees; and, in general, to advance and promote all legitimate © interests of the building trades of the city of ........ , Ohio, and vicinity. Canoe Club. THIRD. Said corporation is formed for the purpose of encouraging and promoting an interest in canoeing and other aquatic and athletic sports, by providing means and facilities for the recreation, physical culture, amusement, and social inter- course of its members and their guests, and the acquiring by purchase, lease or otherwise, of club-house, club-rooms and other equipment. | This corporation is nonmutual in character. Cemetery Association. THIRD. Said corporation is formed for the purpose of acquiring land, by purchase or otherwise, for cemetery purposes ; establishing and maintaining a cemetery for public burial; the sale of burial lots; accepting endowment funds by gift or be- quest, investing the same, disbursing the income thereof in main- Form 27 OHIO PRIVATE CORPORATIONS. 238 taining and beautifying the lots and cemetery grounds; and the doing of all things necessary or incident thereto. Chamber of Commerce. (See G. C. § 10144 et seq.) THIRD. Said corporation is formed for the purpose of collecting and circulating valuable and useful information relat- ing to the manufacturing, industrial and mercantile interests of the city of oko hx , Ohio; to oppose the enactment of laws prejudicial to said interests; to encourage wise and useful legis- lation; to investigate transportation systems and endeavor to correct the abuses and evils existing therein; to secure reasonable and fair rates of freight to and from said city; to aid in the adjustment of controversies and misunderstandings between its members and others; and generally to promote and maintain the general welfare of the manufacturing, industrial and mercantile interests of said city. To Administer Charitable Trust. (G. C. § 10092-1.) THIRD. Said corporation is formed for the purpose of administering a certain trust provided by the last will and testament of ........ , deceased, which has been duly proven and recorded in volume ...... pipage webiads , of the probate records Ofdio. hin. county, Ohio, a certified copy of which said will is filed herewith. Chautauqua Assembly. (G. C. § 5888.) THIRD. Said corporation is formed for the purpose of holding annual Chautauqua assemblies, encouragement of religion, art, science and literature, the general dissemination of knowl- edge, and to provide social entertainments and other means of recreation and amusements. Church or Religious Society. (G. C. § 10010.) THIRD. Said corporation is formed for the purpose of providing a place of worship for its members and conducting the 939 FORMS—CORPORATIONS NOT FOR PROFIT. Form 27 same according to the rules; regulations and customs of the ..... Church; of promoting the cause of the Christian religion; and of receiving, holding and disbursing gifts, bequests and funds arising from other sources; of owning and maintaining suitable real estate and buildings, and the doing of all things necessary or incident thereto. Club House Corporation. THIRD. Said corporation is formed for the purpose of acquiring by purchase, lease or otherwise, real estate, for a club house, and owning, improving and holding the same for the accommodation, convenience and pleasure and entertainment of members of the ........ Society. College. THIRD. Said corporation is formed for the purpose of establishing, maintaining and conducting an institution of learn- ing for the purpose of promoting education in all departments of learning and knowledge, and especially in those branches usually comprehended in academic, collegiate and university courses; to acquire and hold for said purposes money, real estate and other property necessary or proper to carry out said objects; and to do any and all things reasonable and necessary to ‘be done to carry out said purposes. , NOTE.—A schedule of property must be filed with the secretary of state. See G. C. § 9922. Consumers’ League. (Ruling Organization.) THIRD. Said corporation is formed for the purpose of being a ruling or principal organization over subordinate organi- zations associated not for profit and’ located in municipalities in the state of Ohio. The purpose of this corporation, and of the Subordinate and affiliated organizations is to further the welfare of persons engaged in the making and distribution of commodities, and of working women and children, by investigation, discussion, dissemination of information, legislation and appeal to public sentiment. M Form 27 | OHIO PRIVATE CORPORATIONS. 240 Deaconess Home. THIRD. Said corporation is formed for the purpose of caring for the sick, the spiritually and physically destitute and needy and engaging in such other forms of charitable and benev- olent work which may commend itself from time to time to the association; to promote the interests of the Christian religion; to receive and disburse donations, to receive and hold bequests and all funds arising from other sources for the benefit of said corporation. Family Association. THIRD. Said corporation is formed for the purpose of promoting and perpetuating the general welfare of the family of John Doe, mentally, physically, socially and morally, and of re- ceiving and holding real estate and personal property by gift, devise or otherwise, and disposing of the same to carry out the purpose aforesaid, and the doing of all things necessary or inci- dent thereto. Farmers’ Institute Society. (G. C. § 9916.) THIRD. Said corporation is formed for the purpose of teaching better methods of farming, stock raising, fruit culture and business connected with agriculture and the doing of all things necessary or incident thereto. NOTE.—Twenty or more incorporators are required. .* Farm Laborers’ Association. (G. C. § 10179.) THIRD. Said corporation is formed for the purpose of promoting the interests of agriculture and for the relief of dis- tressed farm laborers, or their orphans, whether such widows and orphans are members of the association or not, and the doing of all things necessary or incident thereto. Free Loan Association. THIRD. Said corporation is formed for the purpose of loaning money to poor and needy persons, without interest or compensation, and the doing of all things necessary or incident thereto. 241 FORMS—CORPORATIONS NOT FOR PROFIT. Form 27 Home for Indigent and Aged Women. THIRD. Said corporation is formed for the purpose of establishing and maintaining a home for indigent and aged women; acquiring, by purchase, lease or otherwise, real estate necessary or convenient for said purpose, and constructing, im- proving and maintaining buildings thereon, disposing of the same; receiving, holding, investing and disbursing gifts and be- quests and funds, and the doing of all things necessary or inci- dent thereto. Hospital. THIRD. Said corporation is formed for the purpose of establishing, maintaining and conducting a hospital for medical and surgical treatment of persons, conducting a training school for nurses, the granting of diplomas to nurses graduating there- from, engaging in research work in medicine, surgery and kin- dred subjects; receiving funds by donation, bequest or otherwise; holding, investing and disbursing the same; charging and receiv- ing compensation for treatment, services and accommodations, all for the purpose of maintaining said hospital and not for profit; and the doing of all things necessary or incident thereto. Improvement Association. THIRD. Said corporation is formed for the purpose of pro- moting the general welfare of the residence districts of said city, by giving special attention to public improvements and all that relates to the betterment thereof and the convenience and com- fort of the residents thereof, encouraging social intercourse among its members, and the doing of all things necessary or incident thereto. Law and Order League. THIRD. Said corporation is formed for the purpose of pro- moting the enforcement of laws prohibiting the sale of intoxicat- img liquors, and assisting, in all proper ways, the public authori- ties in the prevention, discovery and punishment of violations of such laws. Form 27 OHIO PRIVATE CORPORATIONS. 249 Merchants’ Exchange. (Leaf Tobacco.) (G. C. § 10144 et seq.) THIRD. Said corporation is formed for the purpose of collecting and recording local and general statistical information relating to the tobacco trade; establishing uniformity in its usages and customs; adjusting and settling, in a proper and equitable manner, controversies, disputes and differences as to contracts, accounts, customs and usages that may arise; the ap- pointment of inspectors and weighers of leaf tobacco; guarding, protecting and promoting the general interests of the tobacco trade and of its members, and the doing of all things necessary or incident thereto. Musical Club. THIRD. Said corporation is formed for the purpose of the study and culture of vocal and instrumental music, and the promotion of social intercourse of its members and all things incident thereto. Musical Club. Another Form. THIRD. Said corporation is formed for the purpose of the vocal study, the rehearsal and the private and public rendi- tion of concerted music for male and mixed voices, also the em- ployment and presentation of musical artists. Mutual Benefit Association of Employees. THIRD. Said corporation is formed for the purpose of mutual protection and relief of the employees of the ........ Company, who become members, and their families and relatives, exclusively; receiving and raising funds by donation and by as- sessment on its members; giving financial aid to members when disabled by sickness or accident, and payment of benefits, on the death of members. : Benevolent Mutual Aid Association. THIRD, Said corporation is formed for the purpose of assisting the members of said corporation in sickness or distress, by voluntary contributions of its members, and is organized strictly for charitable and benevolent purposes. | eT 243 FORMS—CORPORATIONS NOT FOR PROFIT. Form 27 Political Club. THIRD. Said corporation is formed for the purpose of organizing a political and social club; to promote the study of political institutions and the science of government and to pro- vide a place where its members may enjoy the society of each other and their friends. Public Library. THIRD. Said corporation is formed for the purpose of owning, maintaining and conducting a public library in the vil- lage GF sro? , Ohio; to lease, purchase and maintain suitable real estate and buildings for said purpose; to receive, hold and disburse donations, bequests and other funds for the purposes of said corporation and to do all things necessary and incident thereto. Retail Merchants’ Association. THIRD. Said corporation is formed for the purpose of fostering and extending the retail trade of said city; encourag- ing wise and needful legislation, and opposing the enactment of laws and ordinances prejudicial to the mercantile interests of said city; giving and exchanging information among its mem- bers; promoting the social intercourse among persons engaged in the retail trade and the doing of all things necessary or incident thereto. Salvage. (G. C. $§ 9873, 9875.) SECOND. Said corporation is to be located at ........:. , Saas cio County, Ohio, and shall prosecute its business within the Ihe. seypy jee, (mumcipality or other subdivision) of _ ppg das , Ohio. THIRD. Said corporation is’ formed for the purpose of discovering and preventing fires and. of saving property and life from conflagration and exercising all of the powers which may be exercised by such corporations under the laws of Ohio. Social and Improvement. Club. THIRD. Said corporation is formed for the purpose of promoting friendly social intercourse and to encourage educa- Form 28 OHIO PRIVATE CORPORATIONS. 244 tion and investigation in matters pertaining to the plumbing trade; of providing social entertainment and amusement for its members and their families and friends and of providing a meeting place for its members. Social Settlement Association. THIRD. Said corporation is formed for the purpose of providing a place and facilities for social, physical, civic, educa- tional and moral instruction and improvement, and for such work as is now, or may be hereafter, commonly associated with ‘‘settlement work;’’ and for such purpose of acquiring, by pur- chase, lease, or otherwise, necessary and convenient real estate, buildings and rooms; the holding, improving and disposing of the same; the receiving of funds by bequest or gift, disbursing the same and the doing of all things necessary or incident - thereto. Yacht Club. © THIRD. Said corporation is formed for the purpose of the encouragement of yachting, the designing and building of yachts, and the promotion of social relations of those interested in yacht- ing. Young Men’s Christian Association. (Must be approved by State Association: G. C. §§ 10031, 10024.) THIRD. Said corporation is formed for the purpose of developing the Christian character and usefulness of its mem- bers and of promoting the spiritual, mental, social and physical welfare of young men. No. 28. Agricultural Society. Articles of Incorporation. (G. C. §§ 9880, 9885.) The undersigned, being residents of ........ county (or of a district embracing the counties of ........ and, Mot 2 ) Ohio, hereby organize themselves into a society for the improve- ment of agriculture within said county (or district), subject to the rules of the State Board of Agriculture, and in accord- ance with the laws of Ohio governing corporations so organized for said purpose. 245 FORMS—CORPORATIONS NOT FOR PROFIT. Form 29 The name of said society shall be ......... Said society shall be located at ......... In witness whereof, we hereunto set our hands this ...... dayh ofoy 06g. GH ¥H99q'. NOTE.—Thirty or more incorporators are necessary. No. 29. Township Agricultural Society. Articles of Incorporation. (G. C. § 9911.) The undersigned residents of ........ TOWNSDID; 03 os4 se a County, Ohio, hereby form a society for the promotion of agri- culture in such township and, desiring to become incorporated under the laws of Ohio and the following agreement, do hereby certify : 1. The name of said society shall be ......... 2. The object of its formation is not for profit, but for the promotion of agriculture in said township. 3. Said society shall be located in said township of ......... In witness whereof, we hereunto set our hands and seals this ee day. Of 2.40% buy AERO ale fone ites (Seal) ee wk igs (Seal) Rip lee ee ar (Seal) pantera sf adas (Seal) sack (Seal) (Certificate of acknowledgment.) NOTE.~-The acknowledgment should be made before a justice of the peace. No. 30. Charitable Trust; Corporation to Administer. (G. C. § 10086.) These articles of incorporation of The ......... Witnesseth: That ........ , executor of the last will and testament of 4.4.0...) , deceased, and ........ 1 aS ene ' citizens and residents of ........ county, Ohio, desiring to form Form 31 OHIO PRIVATE CORPORATIONS. 246 a corporation for the administration of a certain trust provided by the last will and testament of said decedent, hereby eertify : 1. That the following is a copy of the last will and testa- mentor vsaicins. tow [6 , deceased, which has been duly proven and recorded in volume ...... > DECC nneat « , of the probate records otek, aslo county, Ohio. 2. The name of said corporation shall VO Sae nthe ad (name of testator should be included, unless the will otherwise provides). 3. Said corporation shall be located at ........ vid Aire seeps county, Ohio. In witness whereof, we have hereunto set our hands this .... CAVEON rine ccratae tapes Be Ls os (Add certificate of acknowledgment.) No. 31. Endowment Fund Corporation. Board of Trustees. Articles of. (G. C. § 10011.) It is hereby certified by the undersigned that at a regular session of the ........ Conference of the ........ Conference, OF ‘the pve. Charely heldrat tn .20e. 3 Rae abr, tae) ae county, Ohio, the following named persons, to wit: ............ , mem- bers of said denomination, one or more of whom are resident freeholders in this state, were duly elected a board of trustees for amare » the’........ Conference of the’. "oo". 2" Church,and who are to serve as such until successors shall be elected and who with their said successors in office shall exist and become and be an incorporated board of ‘trustees and a corporation not for profit. for the purpose of acquiring in trust and. of so con- trolling and disposing of all such real and personal property as from time to time the said society may deem it desirable to have acquired, controlled and disposed of for church and benevolent purposes. The said board of trustees, however, shall hold all such property in trust for said society and church at all times = onal 947 FORMS—CORPORATIONS NOT FOR PROFIT. Form 32 and acquire, control and dispose of the same under the super- vision and control of said church and subject to its directions and order. That the uses to which the said property so to be acquired and holden shall be applied are all such uses as it may be and is lawful for the said church and society to apply the same as a religious organization and body under the laws of Ohio. In witness whereof, we have hereunto set our hands this .... BEV OL so eect as »oALODI01 956° , and officer presiding over the said ...... Conference. (i to: abe , secretary, of the said ........ Conference. ene State: OL OR, .-... 06. County, ss. OT titiss ws. 5. ake Gay Ptroas: One 9% , A. D. 19.., personally ap- peared before me, a notary public in and for said county and Eat Cheeks dyer 3 ATL inn fe ety + , who acknowledged that they did make and sign the foregoing statement as and for the uses and purposes therein set forth, and that they are still satisfied there- with. (Seal) Notary Public in and for ........ » Ohio. No. 32. Fraternal Benefit Society. (G. C. § 9473.) Articles of Association of The A. B. Society. The undersigned persons, all of whom are citizens of the United States and a majority of whom are citizens of the state of Ohio, desiring to form a fraternal benefit society as defined by the Act of the General Assembly ‘of the State of Ohio entitled “An act for the regulation and control of fraternal benefit, socie- ties, passed. May 31, 1911, hereby certify: Ist. The proposed name of the society is The A. B. Society. Form 32 OHIO PRIVATE CORPORATIONS. 248 2d. The purpose for which the society is formed and the mode in which its corporate powers are to be exercised are as follows: Said corporation is formed not for profit, but for the purpose of carrying on a fraternal benefit society for the mutual benefit of its members and their beneficiaries, having a lodge system with ritualistic form of work and representative form of govern- ment, and providing for the payment of benefits in accordance with section 9466 of the Genera] Code of Ohio. ‘The corporate powers of said corporation are to be exercised according to the provisions of Chapter 4, Subdivision 1, of Division III, Title IX, Part second of the General Code of Ohio and of the constitution and laws, rules and regulations of said corporation. Said corporation shall have no capital stock. 3.' The names, residences and official titles of all the officers, trustees, directors and other persons who are to have and exercise general control and management of the affairs and funds of the society for the first year or until the ensuing election at which all such officers shall be elected by the supreme legislative or gov- erning body are as follows: ......... 4th. The place of the principal office of the society shall be os of 5 , in the state of Ohio. In testimony whereof, we have hereunto set our hands this i vis Ae SLATE. 89 Sin sias digg ce tae Late (Signatures and addresses of seven or more incorporators.) The State.ofOhio,swy..* s: , County, ss. Personally appeared before me, the undersigned authority within and for said county, on this ...... day of 5.465.488 ; A. D. 19.., the above named .......... , all of whom I hereby certify are citizens of the United States, and of whom I hereby certify the following named are citizens of the state of Ohic PR? Mey , and each of them severally acknowledged the signing of the foregoing articles of association to be his free act and deed for the uses and purposes therein mentioned. Witness my hand and official seal on the day and year last aforesaid. ore Bae 60) 88 8 6 249 FORMS—CORPORATIONS NOT FOR PROFIT. Form 33 No. 33. Society for the Prevention of Cruelty to Animals. (G. C. § 10068.) Record of proceedings had at a meeting held at ........ : Ohio, for the organization of a society for the prevention of cruelty to animals. At a meeting of ........ (state.number) citizens held at A SOFT sian 12. SNL, -OBio,- on. le, O14 YoLge ty" for the par pose of organizing a society for the prevention’ of cruelty to animals, ........ was elected temporary chairman and ........ secretary. A permanent organization was then effected, as fol- ows si cauaip, ) presidents) yagiqe: Secretary yp? G0, BH ; we EW, , directors. : . On motion duly seconded and unanimously carried, it was resolved that the persons present associate themselves together as a society for the prevention of acts of cruelty to animals under the name of the ......... Society. | The secretary was instructed to file, certify and forward to the secretary of state a true record: of the proceedings of the meeting. On motion the meeting adjourned. ere e eer ee eereeevee *9 ae ee ene ee, See, Ow awiy President. Secretary. Se Wt PUNE yee Voy. LOY I, the undersigned, do hereby certify that the foregoing is a true and exact copy of the proceedings of a meeting held ...... ; EER cls s ace oso , Ohio, for the purpose of effecting an organiza- tion for the prevention of cruelty to animals. Secretary. No. 34. Organization Record of Corporations not for Profit. NOTE.—Every corporation: should have a blank book suitable for the record of all its proceedings. A membership book may be convenient, but most corporations not for profit use the first few pages of the record of proceedings for the membership roll. On the first page should be entered : (a) Record Book. “Record of proceedings of the incorporators, members and prustees of 4) 20)". (name of corporation) .” Form 34 OHIO PRIVATE CORPORATIONS. 250 (Under the above heading an mney: substantially as ero should be made:) (6) hel 2 oh ere me day of 25004 2.9: WD sn, btse gid Vg. To oe Te ee ye eoHBd, ry. eda» hm theppereons am nidraed below as pba of articles of corporations desiring for themselves, their associates and successors, to become a body corporate, in accordance with the general corporation laws of the state of Ohio, under the name and style of ........ (name of corporation), and with all the corporate rights, powers, privileges and liabilities enjoyed under or imposed by such laws, did subscribe, acknowl- edge and afterward, to wit: on the ...... dayiOfna fo. «2% pibdias file in the office of the secretary of state at Columbus, in the state of Ohio, articles of incorporation, as follows, to wit: (Copy in full the articles of incorporation, with acknowledg- ment and certificate of the secretary of state.) (Persons may become members by subscribing their names to a copy of the articles (G. C. § 8653), which may be done in the following form:) We, the undersigned, having the qualifications prescribed by its regulations and desiring to become members of thereof, do hereby subscribe our names to the foregoing copy of the articles of in- corporation of. ../..... (name of corporation). _ (Leave sufficient space for the signatures of all persons who are _ likely to become members.) (b) MINUTES OF MEETING OF INCORPORATORS FOR ELECTION OF FIRST TRUSTEES. (G. C. § 8655.) ce eee wee ; Ohio, oh bye oleae! oe 1G A meeting of the subscribers to the articles of incorporation OCICS ns atts Se (name of corporation) was held at ........ F Tie Bite, ls SAO. ON eters. seus, ECV AILEY Bey Ce ey Pa Bes Preserhss Megsrsi tvs omar. dake) eens Miia alas veh was chosen’ ghairman’and Mr. \.... 5. secretary of said meeting. An election for trustees, to hold their offices until the next annual meeting, or until their successors. are elected and qualified, es 251 FORMS—CORPORATIONS NOT FOR PROFIT. ‘Form 34 was then held, resulting in the choice of the PO caine eee (five or more trustees are required). There’ being no further business, the meeting adjourned on motion. Attest: Shae AS Ge 5 Dates aie hAly Secretary. Chairman. (c) OATH OF TRUSTEES. PRN E SO DIO: nats sigh ay County, ss. We, the undersigned, being duly sworn, say that we will faith- fully discharge our duties as trustees of ............ (name of corporation). . Sis ctdle eos Lele F Saoaly. sivattios y Subscribed and sworn to before me this .... day of ........ ; as se eee er eee eeees Notary PubHe (d) REGULATIONS OF CORPORATION NOT FOR PROFIT. ArTIcLE I. MerrtTines or MEMBERS. (a). Annual meeting. The annual meeting of the members of this association shall be held at ........ on the first Monday in January of each year at ...... o’clock .. M. (b). Periodical meetings. (monthly, quarterly, etc.), meetings’ shall be held at ........ onothe; steals. art mri shrve. o'clock .. M. : (c). Special meetings of the members may be called by the trustees, or by any two members, by giving notice in writing to each member by mail at his last known address, or by publica- tion in some newspaper published in ........ y Ohioe forn. . otis. days. At all meetings ........ shall constitute a quorum. Form 34 OHIO PRIVATE CORPORATIONS. 952 ARTICLE II. TRUSTEES. The number of trustees shall be ....... The election of trus- tees shall be held at the annual meeting of members, or at a special meeting called for that purpose. Trustees shall hold office for one year or until their successors are elected and qualified. ‘Trustees chosen at the first election shall hold office until the time fixed for the next annuai meeting, or until their successors are elected and qualified. At all meetings ...... shall constitute a quorum. ArTICLE III. OFFICERS. The officers of the association shall be a president, vice-presi- dent, secretary and treasurer. Said officers shall be chosen by the trustees by a majority ballot, and shall hold office for one year or until their successors are elected and qualified, except that. officers elected at the first meeting of the trustees shall hold office until the next annual meeting of the trustees, or until their successors are elected and qualified. NOTE.—The president must be chosen by the trustees; but the regula- tions may provide for the election of other officers by the members. G. C. § 8664. ArticLe IV. DuTIES OF OFFICERS. (a). President. The president shall preside at all meetings of the members and trustees, sign the records thereof, and per- form generally all the duties usually performed by presidents of like associations, and such further and other duties as may be from time to time required of him by the members or trustees. (b). Vice-president. The vice-president shall perform all the duties of the president in case of the absence or disability of the latter. In case both president and vice-president are ab- sent or unable to perform their duties, the members or trustees, as the case may be, may appoint a president pro tempore. (c). Secretary. The secretary shall keep minutes of all the proceedings of the members and trustees of this association and make a proper record of the same, which shall be attested by him, and generally perform such duties as may be required of him by the members or trustees, - 253 FORMS—CORPORATIONS NOT FOR PROFIT. Form 34 (d). Treasurer. The treasurer shall receive and have in charge all moneys belonging to the association and shall disburse the same as may be ordered by the board of trustees. He shall keep an accurate account of the moneys received and disbursed by him, and shall generally perform such duties as may be required of him by the members and trustees. On the expiration of his term of office he shall turn over to his successor, or to the board of trustees, all money and property of the association in his hands. ARTICLE V. QUALIFICATIONS OF MEMBERS. Any person may become a member of this association upon election by three-fourths of the members present at any regular meeting, and by signing the membership roll and agreeing to be bound by the regulations and by-laws of the association, and by payment of the initiation fee specified in these regulations. ArticLte VI. Inrtration FEE AND DUES. Each member shall pay an initiation fee of ........ dollars amir ss , Wor days after election, and in case of failure so to do, said election shall be void. The annual dues of the members BUN DOL a 5-0 cus vn dollars, payable semiannually. Failure to pay dues within thirty days after the same are due and payable shall be a cause for expulsion. Articte VII. Suspension AND EXPULSION OF MEMBERS. Any member may be suspended or expelled by the board of trustees for failure to pay dues, or for conduct unbecoming a member. Before any member is suspended or expelled he shall be notified in writing by mail at his last known address of the charges against him, and of the time and place of the trustees’ meeting at which the same are to be considered, at least five days before said meeting; and shall be given an opportunity to defend, and shall have the right to appeal from the decision of the board of trustees to the members, and, at his request, the secretary shall call a special meeting of the members to consider said appeal. Form 35. OHIO PRIVATE CORPORATIONS. . 254 ARTICLE VIII. QORpDER OF BUSINESS. Unless changed by a majority vote, at all members’ meetings, the order of business shall be as follows: (1) Reading of the minutes. (2) Reading of reports and statements. (3) Unfinished business. (4) Election of trustees. (5) New or miscellaneous business. ARTICLE IX. AMENDMENTS. These regulations may be amended or repealed by the written assent thereto of the members of this association, or by a majority vote of the members at a meeting called for that purpose. (e) WRITTEN ASSENT TO ADOPTION OF REGULATIONS. (G. C. § 8703.) We, the undersigned, being more than two-thirds of the mem- hersoofi~ «tial hp cons (name of corporation), do hereby assent in writing to the adoption of the foregoing code of regulations for the government of this association. diate odd prOhibas auh. ata, ke. MISCELLANEOUS FORMS. RELATING TO ORGANIZATION AND MANAGEMENT. No. 35. Resolution of Directors for Call or Assessment on Stock Subscriptions. (G. ©. § 8632.) Upon ;»motion. of Mr. ows: aes. , duly seconded, the following resolution was unanimously adopted: “Resolved, that an assessment of ........ percent on sub- scriptions to the capital stock of this Company be, and the same hereby is, called for and required to be paid to ........ , the treasurer ot this Company, ab) NOs... 6, 2.05 ants as SL pes Ohio, on or before the ...... BAP Gls i acces ae | 255 FORMS. Form 36 No. 36. Notice of Call or Assessment on Stock Subscriptions. HRI Sire ara oe Company. Dr urate ast Foal it co es ce pra By resolution of the board of directors an assessment of .... percent on subscriptions to the capital stock of this Company is called for and required to be paid to ........ , treasurer, at No. Bp Street, ........, Ohio, on or before the ...... day of Be che wie’: pes Le ae Secretary. NOTE.—The manner of giving notice of calls is not provided by statute. Notice by registered mail is probably sufficient. No. 37. Notice of Sale of Stock for Nonpayment of Call. (G. C. § 8675.) Public notice is hereby given that ........ shares of the capital stock of The volvo C2. Company will be sold at public auction by the directors of said Company at the office of said Company, No. ........ PCO 2a) a5, ¥ Ohi0,..0n the. + 05 " OL T Se ‘s Onss! [VUISCQ | p ‘us en[vA | sereys jo peateo jo peareo peyao Zc6L eg jo poesod “OY pasod -Y penssy | -uBg =O gl PKL salvys Jo Sa1VYys JO siequinu O1]0J aourleg ON[BA Ivq Jaquin Ny 9} BogT.1I0Q yooq pei11ejsuvly WIOYM 0} 10 WOT ayeq JoJsuBl 265 ‘OIHO ‘GNVIGAGIO ‘NMOUd WVITTIIM ‘IaspeyT 4019 ‘OD ‘ON Form 47 OHIO PRIVATE CORPORATIONS. 266 NOTE.—Stock transfer book. The hypothetical entries in the above form of stock transfer book represent the following transactions: (1) An issue to the original subscribers of certificates representing 100 shares of stock, as follows: To William Brown 10 shares “ Thomas White 10 bi “ Franklin Green 10 ss “ George Black 20 a “Edward Johnson 50 = (2) A transfer of five shares by William Brown to Peter Smith; the original certificate issued to William Brown being surrendered and eancelled and two certificates being issued in its stead; one to Peter Smith for five shares and one to William Brown (a reissue) for five shares. (3) . 0M. TOF the purpose of considering and acting upon ........ (state object of meeting) ......... We hereby waive notice of said meeting and agree to the transaction at said meeting of any and all business within the powers of said board. OU A GOR ee li a Ga eee ge a eee hes AEE ER Sa Meee Cane ee ae INL Lar Ye a er Tae te es Der ie fee | oe «0 @ a 6 6 @6 @.@ §. = "© |" #0 £8: we ee 6 e+e » No. 66. Directors’ Meeting. Minutes. NOTE.—The following form may be used for either a regular or apecial meeting. If a special meeting, the call and notice, or waiver, should be pasted or entered in the minute book above the minutes. The call, or waiver, may be originally entered and signed in the minute book. DIRECTORS’ MEETING. SPECIAL MBETING. Pursuant to the foregoing waiver (or call and notice) a special meeting of the board of directors of The ........ Com- pany was held at the office of the Company at .... o’clock, .. NOTE.—If a regular meeting, omit the foregoing statement and _ use the following: REGULAR MEETING. The regular (monthly) meeting of the board of directors of this Company was held at the office of the Company at BOCK? Sco My Bea's vcs > 19sks MINUTES CONTINUED. Present, Messrs... eatias BxSorR. * | [ Us ‘Now therefore, said corporations, acting herein by authority of resolutions of their respective boards of directors, and subject: to the ratification of their respective stockholders, as required by law, in consideration of their mutual agreements, covenants, provisions, and grants herein contained and of the benefits to accrue to the parties’ hereto, do hereby agree to consolidate their business, property, franchises and ‘rights, so'as to become one corporation, and, by these ‘presents, do merge and consolidate their capital stock, franchises, and property into one corporation to be known by the name of The E. F. Railroad Company, upon the following terms and conditions, to wit: | » FIRST.» All the rights; franchises,’ privileges, property, and appurtenances of every kind and deseription, credits, choses in action, debts, claims and. demands ‘of each of the parties hereto shall vest in the consolidated Company. . SECOND. The consolidated Company shall assume and be bound by all the liabilities and obligations of each of the cor- porations, parties hereto. THIRD., The capital stock of the consolidated Company shall heifvoaret® ,» divided .into’..... shares of $...... each. FOURTH. The directors of the consolidated Company shall be .... in number, and the officers shall be a president, vice- president, secretary and treasurer. | The names and residences of the first directors of said con- solidated Company are as follows: Names. ; Residences. The names and residences of the first officers are as follows: Names. Residences. President, . Vice-president, Secretary, Treasurer, 287 FORMS—CONSOLIDATION AGREEMENT. Form 79 FIFTH. The manner. of converting the capital stock of each of the constituent companies parties hereto shall-be as follows: (a) For each share of the capital stock of The A. B. Railroad Company surrendered to the consolidated Company shall be issued to the holder thereof .... shares of the capital stock of the con- solidated company. (b) For each share of the capital stock of The C. D. Railroad Company surrendered to the consolidated company shall .be issued to tre holder thereof .... shares of the capital stock of the con- solidated’ Company. | SIXTH. Each of the constituent Companies, parties hereto, for itself and not for the other, in consideration of the premises, does hereby grant, convey, assign, set over and vest in the said consolidated Company for the purpose of such consolidation, all of the property, rights, franchises, privileges and powers by it now held or in or to which it has any right, title, interest, or claim in law or equity; and each of said constituent: companies’ hereby agrees to execute and deliver all instruments of conveyance and assignment necessary to vest in said consolidated Company the legal title to all of said property, rights, franchises, and privileges. In witness whereof, said The A. .B. Railroad Company, by its board of directors, has caused its corporate seal to be hereunto affixed and these presents to be signed by its president and secre- tary and by a majority of its board of directors, the day and year first above. written. And said The C. D. Railroad Company, by its board of di- Tectors, has caused its corporate seal to be hereunto affixed -and these presents to be signed by its president and secretary, and by a majority of its board of directors, the day and year first above written. . In presence of see eee eee eee "ee ee eee sees The A. B. Railroad Company. Se OF AO Pg ea President. ncetgre Secretary. eoeeeeees oer e eevee Directors Form 80 OHIO PRIVATE CORPORATIONS, 288 The C. D. Railroad Company. (Seal): ctor ‘actviaa 2étraqises cde President. Tne ‘Sakerracy sith Same eae Secretary. Staite’ Wi Directors. CERTIFICATE OF CONSOLIDATION. 15st to slos , secretary of The A. B, Railroad Company duly authorized in the premises, do hereby certify that at a meeting of the stockholders of said Company, duly called and held at ...... in the city of ........ plkteeis dics county, Ohio, on the .... day of ...., 19.., at which meeting all the stockholders of said Com- pany were present in person or by proxy and waived, in writing, the notice of the time and place of holding the same and con- sented in writing that said meeting should be then and there held, the original agreement of consolidation, of which the fore- going is a true copy, was submitted for consideration and con- sidered, and on a vote by ballot being taken for the adoption or rejection of the same, all the issued and outstanding capital stock of said company, to wit: .... shares were cast in favor of the adoption of said agreement and no vote was cast for its rejection. In witness whereof I have hereunto set my hand officially and affixed the corporate seal of said company this .... day of ...., 5 et ee Eee Rib iain ; (Seal) Secretary of The A. B. Railroad Company. NOTE. — Add similar certificate by secretary of the other con- stituent company. See G. C. § 9028. No. 80. Railroad Consolidation Agreement. Another Form. Between The A. B. Railroad Company and The C. D. Railroad Company Under the name of The X. Y. Railroad Company. Whereas, The A. B. Railroad Company, a corporation duly organized under the laws of Ohio, is the owner of a railroad constructed and in operation from ........ ONO SEG asec ; Ohio, and 289 FORMS—CONSOLIDATION AGREEMENT. Form 80 Whereas, The ©. D. Railroad Company, a corporation duly organized under the laws cf Ohio, is the owner of a railroad constructed and in operation from ........ psOnio; tors -ol'T. A Ohio, and Whereas, the lines of road of both of said Companies are so constructed as to admit the passage of passenger and freight cars over said railroads, continuously, without break or interruption, and the interest of both of said Companies will be promoted and their ability to perform their duty to the public as common car- riers will be increased by a merger and consolidation of the capital stock, franchises, railroads and properties of the said two Companies into one consolidated Company, and Whereas, said railroads are not parallel or competing and will, when consolidated as proposed, form a continuous line of railroad between ........ and ../l\aiaqsn , all in the state of Ohio, and Whereas, such merger and consolidation is authorized by the laws of the state of Ohio, in which said railroads are respectively situated and from which they respectively derive corporate powers; Therefore, the boards of directors of said Companies, acting in pursuance of resolutions duly adopted by them respectively and subject to ratification by the stockholders of said Companies, as required by law, do hereby enter into the following agreement in respect to such merger and consolidation: FIRST. The capital stock, franchises, railroads and estates, real, personal and mixed, of said The A. B. Railroad Company and said The ©. D. Railroad Company, together with all the rights, privileges, exemptions and immunities owned or enjoyed by each of said Companies, shall be and they are hereby united, merged and consolidated, to be known, owned and controlled as and by one Railroad Company. SECOND. The name of said Company shall be The X. Y. Railroad Company. THIRD. The directors of the consolidated Company shall be .... in number, and the names and residences of the first directors are as follows: | Names. Residences. eee Ore eee em Ee gy gece & 5-0) eet a O56 Form 80 ' OHIO PRIVATE CORPORATIONS. 290 Said first directors shall continue in office until the first elec- tion of the consolidated Company as provided by law. The. annual meeting of the stockholders of the consolidated Company shall be held at the principal office of the Company on thers, #25,, Tuesday*in®. (90 Aa , Of each year at .... o’clock ... M., at which time directors shall be elected by ballot and the officers shall be chosen by the directors as soon thereafter as possible ; but the time and place of the annual meeting may be changed from time to time by the stockholders at any regular meeting thereof. The officers of said consolidated Company shall consist of a president, vice-president, secretary and treasurer, and such other officers and agents as may be prescribed by the regulations, or by. laws, or as in the judgment of the directors may from time to time be deemed necessary. The name and residences of the first officers of the Company are as follows: Names. . Residences. PEGRIOCNE, wake ce egies fe ee Coot Dol MOTT D8 Dose VAICE-DTCSIOOM, ee ee se piey ee TO STROOD SOY (STORMere | SECTCRATY, “wean res Oe UMD ARG Oeey FO Son Rome RYCHSULCP) wees pet ee MOROTIIET Ol soeee FOURTH. The capital stock of the consolidated Company shall be $...... divided into ...... shares of $..,... each. FIFTH. The capital stock of the consolidated Company shall be issued in exchange for the outstanding capital stock of the constituent Companies, on the following basis: 1. To the holders of the stock of The A. B. Railroad Com- pany, .... shares of new stock for each share of old stock. *. To the holders of the stock of the C. D. Railroad Cow- CO ae shares of new stock for each share of old stock. SIXTH. The consolidated Company shall assume and pay the bonded indebtedness, and all other lawful indebtedness, claims, charges and liens against the several constituent Companies as the same shall become due, without any extension of time. SEVENTH. The principal office of said consolidated Com- pany. will De: wins. on 5 4 » Ohio. In witness whereof, each of said corporations has caused its respective seal to be hereunto affixed and its corporate name sub- 291 FORMS—CONSOLIDATION AGREEMENT. Form 80 scribed, by its president and secretary, and a majority of the directors of each Company have hereunto set their hands, to duplicates hereof, this .... day of ........ » 192.8 ; The A. B. Railroad Company. (Seal) ABB WORE yall ree , President. At heath bcs). sihees » Secretary. eee rec rer ree er eee eee eee eee er) ore ee ee wee ee Directors of The A. B. Railroad Company. The C. D. Railroad Company. (Seal) dO gern te ee , President. AROLESL vc veto Sees » Secretar=. eeceeereseeevee Directors of the C. D. Railroad Company. CERTIFICATE OF CONSOLIDATION. Lebel EPI , IOHioHs AN Oe. ee ee , Secretary of The A. B. Railroad Company do hereby certify that the execution of the foregoing agreement of consolidation on the part of The A. B. Railroad Company was authorized by resolution, duly entered on’ its minutes, by its directors, at 2 meeting duly called and held at ........ , on the Pe Gaypogs sy bigs «9 , 19..3; and also that said agreement was submitted to the stockholders of said Company, at a meeting called for the purpose of considering said agreement, on the .... BAY Mop ROM is. » 19.., statutory notice of said meeting having been waived, in writing, by all stockholders of said Company, and all stockholders being present at said meeting in’ person or by proxy; that at said stockholders’ meeting said agreement was adopted, approved, ratified and confirmed by unanimous vote of the holders of all the stock of said company. Form 81 - OHIO PRIVATE CORPORATIONS. 292 In witness whereof, I have hereunto set my hand officially and affixed the corporate seal of said Company this .... day of eeoe ee ees eeee , (Seal) Secretary of the A. B. Railroad Company. NOTE.—Annex corresponding certificate of the secretary of the other constituent company. No. 81. Lease of Railroad. (G. OC. §§ 8807-8814.) This indenture of lease made this .... Cay DE ae sae . oe by and between The A. B. Railroad Company, a corporation of the State of Ohio, party of the first part, and The C. D. Railroad Company a corporation of the State of ...., party of the second part, witnesseth: Whereas, the party of the first part is the owner of the rail- road property and franchises hereinafter mentioned and de- scribed, and whereas the railroad so owned by the party of the first part extends from .... in the State of .... to .... in the State of ...., where it connects with the railroad of the party of the second part and includes various branches and leased lines, appurtenances, easements, rights of way, rolling stock, and all other equipment commonly possessed by railroad Com- panies, all of which is hereinafter more particularly described; and, whereas, the party of the second part owns and operates ' a railroad which together with leased lines and branches con- stituting what is known as the X. Y. system extends from .... in the City of .... to .... aforesaid where it connects with the railroad of the party of the first part, the said railroads being non-competitive, and with their connections constituting a through BO EEO 0's her Ws eae And whereas, the stockholders of The A. B. Railroad Com- pany at a meeting duly called for the purpose by its directors, and held on the .... day of ...., A. D. 19.., by resolution duly passed by the affirmative vote of the holders of more than two- thirds of the capital stock of said Company, instructed its directors to lease its said railroad to said The C. D. Railroad Company, in 293 FORMS—RAILROAD LEASE. Form 81 the terms and form of this indenture, and duly assented to this lease, and whereas, the board of directors of said The A. B. Railroad Company, at a meeting duly held in the City of ...., Ohio, on the .... day of ...., 19.., at which all of its directors were present, duly resolved to lease its said railroad to said The C. D. Railroad Company, in the terms and form of this indenture and as instructed by the stockholders of said A. B. Railroad Company. And whereas, the stockholders of The C. D. Railroad Com- pany at a meeting duly called for the purpose by its directors and held on the .... day of ...., A. D. 19.., by resolution duly passed by the affirmative vote of the holders of more than two- thirds of the capital stock of said Company instructed its directors to lease the railroad of said The A. B. Railroad Company, in the terms and form of this indenture, and duly assented to this lease, and whereas the board of directors of said The C. D. Railroad Company, at a meeting duly held in the City of ...., Ohio, on the .... day of ...., A. D. 19.., at which all of its directors were present, duly resolved to lease said railroad from said The A. B. Railroad Company in the terms and form of this in- denture and as instructed by the stockholders of said The C. D. Railroad Company. Now, therefore, in consideration of the premises and of the rent to be paid and the covenants and undertakings to be per- formed by the party of the second part hereinafter set forth, the party of the first part doth hereby demise and lease unto the party of the second part, its successors and assigns, for the term of ninety-nine (99) years, commencing on the .... day of ...., 19.., the aforesaid railroad of the party of the first part extend- ing from .... aforesaid to .... aforesaid, with all the tenements, hereditaments, and appurtenances, rights of way, easements and all other rights appertaining thereto, also the .... Branch and - Branch together with all other branch roads of the party of the first part; also all telegraph lines and property and all rights of the party of the first part therein for the term of years for which they are respectively held by the party of the first part, and for any. renewal or renewals of such term. and terms, also the following leasehold interests and estates; that is Form 81 OHIO PRIVATE CORPORATIONS. 294 to say, the leasehold estate of the party of the first part in and to the railroads, property and franchises of The E. F. & G. H. Railway Company including all rights and property heretofore acquired by the last mentioned Company and the party of the first part under and through the following railroad Companies, tauWwithic aids to. 4 ; Also any and all other lands, docks or property now held by the party of the first part for any term of years, also all and singular the rolling stock and equipment of every kind and de- scription in the possession of the party of the first part, wherever the same may be situated, also all the buildings, houses, machine shops, other shops, machinery, tools, implements and all other property of every kind and description in the possession of the party of the first part for use upon or in connection with the railroads aforesaid or any of them, also all the corporate franchises of the party of the first part necessary and proper to be held and enjoyed by the party of the second part to ef- ficiently possess, enjoy and protect the premises and property herein and hereby demised. All railroad supplies on hand when this lease takes effect shall be turned over to the party of the second part and the party of the first part: does hereby assign to the party of the second part all executory contracts held by the party of the first part relating to the use and operation of the railroad and property hereby leased. In consideration of the premises, as rental of and for the prem- ises hereby demised, the party of the second part covenants and agrees to assume the aforesaid leases under which part of the premises aforesaid are held and possessed by the party of the first part, and to perform all the obligations thereof according to their tenor; to assume and perform according to the tenor thereof the obligations of the following equipment trusts of which the party of the second part has and takes full notice, namely, the so-called .... Hquipment trust of 19.., and the .... Equip- ment trust of 19..; to assume and pay the interest as and when it becomes payable upon ‘the existing prior lien mortgage of and upon the above described premises to The .... Trust Com- pany, Trustee, securing a bond issue of .... dollars ($,...): to maintain at its own expense the corporate organization of. the Se ee ‘ OO a ee ae _—— 295 _ FORMS—RAILROAD LEASE, Form 81 party of the first part, to pay all taxes due or to become due in respect to the herein demised premises, and to perform all the obligations now or hereafter imposed by law upon the party of the first part: to pay, in addition to the sums of money to be paid in fulfillment of the obligations assumed as aforesaid, the further sum of .... dollars ($....) in gold coin per annum, as net rental, payable semi-annually on the first day of January and July of each year. The party of the second part further covenants and agrees at its own expense to maintain, by all need- ful repairs and renewals, the plant, rolling stock and equipment of the demised premises up to its present standard of efficiency and repair, and to render to the trustees of the Equipment trusts hereinbefore mentioned an annual statement of the condition’ of the property included in the said trusts, with a detailed list of all property included therein, showing the cars, engines and hoists destroyed and replaced each year with the numbers of each af- fixed thereto, and generally in respect of all matters relating to the operation and maintenance of railroads to keep the de- mised premises up to the standard of efficiency generally pre- vailing from time to time on trunk lines in respect of roadbed, rolling stock and otherwise. Provided, however, that if said rent, or any part thereof, shall at any time be in arrear and unpaid, and without any demand being made therefor, or if said party of the second part, its suc- cessors or assigns, shall fail to keep and perform any of the covenants, agreements or conditions of this lease, on its part to be kept and performed, said party of the first part, its successors or assigns, may enter into and upon said premises and again have, repossess and enjoy the same as if this lease had not been made, and thereupon this lease and everything herein con- tained on the part of said party of the first part to be done and performed shall cease, determine and be utterly void; without’ prejudice, however, to the right of said party of the first part to recover from said party of the second part, its successors or assigns, all rent due up to the time of such entry. In. witness whereof the said The A. B. Railroad Company and said The C. D. Railroad Company have caused their cor- porate seals to be affixed and their corporate names to be sub- Form 82 OHIO PRIVATE CORPORATIONS. 296 scribed to duplicates hereof by their respective presidents, the day and year first above written. Signed, sealed and acknowledged in presence of The A. B. Railroad Company. OUT RIBS Byte ima , President. HAAS (corporate seal.) Attest’s. okie nsn » Secretary. The C. D. Railroad Company. By ik 274 , President. (corporate seal.) Attest: s2inirig.f » Secretary. (Certificates of acknowledgment.) No. 82. Release, by Property Owner to Railway Company, of Damages for Occupation of Street. (G. C. § 8765.) We, the undersigned A. B. and M. B., (husband and wife) of the City of ...., County of .... and State of Ohio, in considera- tion of one dollar ($1.) received to our full satisfaction of The .... Railway Company, as well as in consideration of the benefits to be derived by us from the construction of two railroad tracks on the .. side of .... Street in said City of ...., Ohio, do, for ourselves and our heirs and assigns, hereby release and discharge the said Railway Company, its successors and assigns, and also said City of ...., Ohio, from any and all claims or demands which we may have against them, or either of them, for or on account of damages or injury to our adjoining premises, known as (description of property) or to our right of access to and from said premises, or in any manner growing out of the construction, maintenance or use of said tracks on said street; provided, however, that said tracks, including clearance, shall not occupy more than twenty-five feet in width of said street on said .... side thereof. 297 FORMS. Form 83 ‘Witness our hands this .... day of ........ 2 ED «2 Signed and acknowledged in presence of $66. 00s . Ad:B. Re es | M. B. (Certificate of acknowledgment. ) No. 83. Deed of Land to Interurban Traction Company for Railroad Purposes. Know all men by these presents, that whereas, The Railroad Company is now constructing an interurban railroad from ...., Ohio, to .... Qhio, which will pass through the land hereinafter described, and, Whereas, the undersigned is desirous of assisting said railroad by furnishing to it a right of way through said property, in view of the benefits to be derived from its construction and operation. Now therefore, A. B., the grantor, in consideration of ...... dollars ($.:..) and other valuable considerations paid to him by said The .... Railroad Company, the grantee, the receipt of which is hereby acknowledged, does hereby give, grant, bargain, sell, assign and convey unto said The .... Railroad Company, its successors and assigns, the following described premises, to wit: situated in the township of ...., county of .... and State of Ohio, (description of property, as _ and known as being a strip of land twenty (20) feet wide along the south side of .... road, extending from the land of .... on the east to the land of .... on the west, all of said lands being situated in original lot number .... of said township). Should the above land cease to be used for railroad purposes it shall revert to said grantor. To have and to hold said premises unto the said The .... Railroad Company, its successors and assigns forever, for rail- road purposes only: and the said grantor does, for himself and his heirs, executors, administrators and assigns, covenant and agree with said grantee, its successors and assigns, that the said grantor is the true and lawful owner of said premises and is well Form 84 OHIO PRIVATE CORPORATIONS. 298 seized of the same in fee simple, and has good right and full power to bargain, sell, and convey the same in manner aforesaid, and that the same are free and clear from all incumbrances, and that said grantor will warrant and defend. the. same against the claims of all persons whomsoever. In witness whereof, the said A. B. has hereunto set hig hand Rares, PUAN. Ghee sig, 5 ts DD. Eee Sede ben acknowledged. in presence of (Certificate of acknowledgment. ) No. 84. Deed of Right of Way to Railway Company, Know all men by these presents, that whereas, The .... Rail- road Company is constructing a railroad from ...., to .. which will pass through the land hereinafter described, Now, therefore, A. B., the grantor, in consideration of .... dollars ($....) and the advantages which may or will result to the public in general, and said grantor in particular, by the con- struction of said railroad as now surveyed, or as the same may be finally located, and for the purpose of facilitating the con- struction and completion of said work, does hereby, for himself, his heirs, administrators, executors, and assigns, grant and re- lease unto said The .... Railroad Company, the grantee, its suc- cessors and assigns, the right of way for so much of said railroad as may pass through the following described real estate, to wit: (description of way.) Said right of way to be one hundred feet wide and to extend across the above described premises. To have and to hold the same unto the said grantee, its succes: sors and assigns, for a right of way for its tracks, side tracks, switches, and the operation of its railroad over the same. (Add covenants, release of dower, etc., as usual form of deeds. ) ees NOTE.—See Railway Co. v. Wachter, 70 O. 8. 113. eS ——— ee Se : : | 299 FORMS. - Form 85 No. 85. Consolidation of Religious Societies. (G. C. § 10004 et seq.) AGREEMENT. Whereas, the .......... CDR ECULOL aut esh 5 os » Ohio, a cor- poration duly organized under the laws of Ohio, and the ........ REPEC OL cn «sis a.0g , Ohio, a corporation duly organized under the laws of Ohio, both of which are religious societies and churches, recognizing the same ecclesiastical jurisdiction, form of faith, gov- ernment and discipline, and desire to be consolidated or united as a single corporation: Therefore we, the subscribers, A. B., C. D., and E. F., elders, G. H., H. I., and I. -J., deacons, and. L. M., N: O., and P. Q., trustees, of wh AAA ee Church; and Q. R., R. S., and S. T., elders, T. V. and U. V., deacons, and V. W., W. X., and_Y. Z., mrustees .of the wasuns ovads Church, have and do hereby enter into an agreement for such union or consolidation, and do hereby prescribe the following terms and conditions thereof, to wit: FIRST. The property, real, personal and mixed, of the Bast). to. 23 Church, and the .......... Church shall become and be the property of the new corporation. SECOND. The new corporation shall assume and pay all the debts and liabilities remaining unpaid by either or both of said churches. THIRD. The corporate name of the united church shall be oy aca CHUECI VOL ccgcc'etny Ok 2 , Ohio. FOURTH. The time for holding the first meeting of the New corporation shall be .......... SUL hep Abowe® sO CLOGKPr WE, Bnd the place shall be .....92. ,¢ No. ...... Street, in the NG eae » Ohio. FIFTH. The number of members of each constituent church to be chosen as elders, deacons and trustees of the new corporation, to succeed to the rights, trusts, duties and obliga- tions of such officers of the constituent churches, shall be as follows: ; From “members. of the 1 UO. 9% Church three elders, three deacons, three trustees. From members of the ..........-- Church three elders, three deacons, and three trustees. Form. 86 OHIO PRIVATE CORPORATIONS. 300 ie ee mapa 7 Ohio, gtiieg@. 2: tddy obese. wah asks ii a am i ne ee ee Buin Ok, aie al To the Secretary of State, Columbus, Ohio: J, Stn LE. , Clerk of the first meeting of the united pawn held in pursuance of the above agreement, O. Agu Isat? GsodlocksPoeMae ab soci. dogs Street, in the city of PEA ee oe » Ohio, to which meeting the foregoing agreement and the proceedings and acts of the several churches and parties thereto, were submitted, and at which meeting a board of trus- tees were duly elected in accordance with the terms of said agreement, do hereby certify that the. foregoing agreement, or terms of union were by a unanimous vote at said meeting, duly approved, ratified and confirmed. In witness whereof, I have hereunto set my hand this ...... SY Odie Bi ads ite Seeas »“AVSD:.19... Ua; DOG, Othe «awh , Clerk. No. 86. Agreement to Subscribe for Stock in Corporation Not Yet Organized. This agreement, made and concluded at ...., Ohio, this .... day ‘of tacts. 2% , 19.., witnesseth: That, whereas, it is proposed to organize, under the laws of Ohio, a corporation under the name of The ........ Company, or such other name as may be hereafter determined upon by the parties in interest, and i.e: -_ 301 . FORMS. Form 87 Whereas, it is proposed that said corporation shall have a cap- ital stock of .... dollars ($....) divided into shares of .... dollars ($....) each, which corporation shall be organized for the purpose of ..... Now therefore the undersigned, in consideration of their mutual promises and agreements, do severally agree to and with each other, and with ...., the promoter of said corporation, that they will subscribe for and take and they do hereby severally subserike for the number of shares of the capital stock of said Company set opposite their respective names. This agreement is conditional upon the procuring by said .... of valid agreements of subscription to at least .... shares of .... dollars ($.:..) each of said capital stock. In witness whereof the parties have hereunto set their hands the day and year first above written. Names. Number of shares. Cael above te teeth! ate ase RIAD LTS Vn» FOP EP ANP ERS IAS R RRL EY SPASMS RAG FS BUSES MAS KD, CIOS No. 87. Stock Pooling Agreement. Know all men by these presents, that the undersigned, the owners of the number of shares of the capital stock of The .... . Company, a corporation organized and existing under the laws of Ohio, set opposite their names, respectively, hereby agree, one with the other, to place and deposit their certificates evidenc- ing the number of shares of said stock set opposite their respective names, with .... of ...., to be kept, held and possessed by said .... for and during a period of .... years from and after ...., 19.., upon the following terms and subject to the following re- strictions, to wit: (1) All certificates of said stock shall be endorsed in blank by the owners thereof prior to depositing the same as aforesaid, and the stock represented by the certificates so deposited shall, upon deposit as aforesaid, be pooled, and shall not be sold or in any manner disposed of, except as herein provided. (2) Each of the parties hereto does hereby promise and agree, one with the other, that if, during said period of .... years, he desires to sell or dispose of his shares of stock so deposited and pooled, he will give notice in writing of such desire to all of the Form 87 OHIO PRIVATE CORPORATIONS, 302 other parties hereto, whereupon all of said other parties hereto shall jointly have the option and right to purchase the same within ....days after receipt of such notice for the price and upon the terms following, to wit: The amount to be paid for such shares under said option shall be the “book value” thereof at the time said notice is given, to wit: that proportionate value of the net assets of said corporation which the number of shares proposed to be sold bears to the entire issued capital stock of said corpora- tion. In determining the value of said net assets of the corporation, all patents or copyrights owned or held by the corporation and the good will of its business shall be excliided and not taken into consideration ; all materials and stock, finished, semi-finished and raw, shall be valued at the actual cost thereof with suitable al- whom any notice of a desire to sell is given as hereinbefore pro- vided, shall be unwilling to join in a purchase under said option, that said option may be exercised by such of the parties as may desire so to do, who shall make such purchase under such option jointly; but each and every party hereto shall be entitled to par- ticipate in such purchase if'he desire so to do. (4) Any and all stock purchased under the provisions of this agreement shall be owned jointly by the parties participating in its purchase; the same shall not be sold or disposed of except with the written consent of the parties owning eighty percent thereof and all dividends on the same shall be paid to ...., who shall distribute the same among the parties participating in its purchase. ; _ (5) Upon the sale hereunder of all the stock belonging to any party hereto, this agreement shall terminate as to such party, and thereafter such party shall not be entitled to par- ticipate in any purchase. - 803 FORMS. Form 88 (6) This pool and agreement may be terminated at any time upon the unanimous consent of the parties hereto. In witness whereof the parties have hereunto set their hands AR to aa men Gay . owning .... shares of said stock ..... . owning .... shares of said stock ..... NOTE.—An agreement between stockholders whereby they bind them- selves not to dispose of any stock during a certain period without their joint consent has been held to be valid. Hey v. Dolphin, 92 Hun 230 (N. Y.). Also an agreement between two or more stockholders binding themselves to offer their stock to the other, in case they desire to sell. Scruggs v. Cotterill, 67 N. Y. App. Div. 583; Jones v. Brown, 171 Mass. 318; Cook on Corporations, § 622c. No. 88. Voting Trust Agreement. NOTE.—For the validity of the following agreement, see Railway Co. v. State, 49 O. S. 668. Such an agreement, however, may be revoked by any one of the stockholders, although it is in terms irrevocable. Griffith v. Jewett, 15 W. L. B. 419. For voting trust agreement held invalid, see State ex rel v. Standard Oil Co., 49 O. S. 137. See also, Hafer v. Balvay Co. 14 W. L. B, 68, and article by W. P. Rogers, 7 O. L. . 561. (a) DEPOSIT BLANK. The .... Trust. Company, Ohio. Depositary for A. B., C. D. and E. F., trustees for stock- holders of The .... Company. The undersigned, holder of the certificates of the capital stock of The .... Company listed below, hereby deposits the same with Said trustees, duly assigned to said trustees, to be exchanged for certificates of deposit issued by said The .... Trust Com- pany, on behalf of said trustees, for the purposes and subject to Form 88 OHIO PRIVATE CORPORATIONS. 304 — the terms and conditions endorsed hereon, and also endorsed on said certificates of deposit. i | 4 Number of stock | Date of issue. Name of person to certificate. | whom issued. | | (Signature of depositor) ........ (Add ress)’ i285 200, : Peer e. , Ohis, Three aes (b) CERTIFICATE OF DEPOSIT. NGI ejcedi\o of . B. ay & No. 100. Bond of Treasurer of Corporation. Know all men by these presents, that we, A. B. as principal and KH. F. as surety, are held and firmly bound unto The C. D. Company, a corporation duly organized and existing under and by virtue of the laws of Ohio, with its principal office in the City of ...., Ohio, in the sum of .... dollars ($....) for which payment well and truly to be made we do bind ourselves firmly by these presents. ateant De, «Wty vay OL. oN be os FLO es The condition of this obligation is such that, whereas, the said A. B. has been elected treasurer of said The C. D. Company for the period of one year from the .... day of ...., 19.., and thereafter until his successor is elected and qualified. Now if the said A. B. shall well, honestly and faithfully perform and discharge his duties as such treasurer and shall account to said Form’ 101 OHIO PRIVATE CORPORATIONS, 320 The C.D. Company, its successors or assigns, for all money and property that may come into his possession or under his control, and shall well and faithfully pay and deliver said money and property as required or directed by said corporation, then this obligation to be void, otherwise to remain in full force and effect. Provided that any forbearance on the part of The C. D. Com- pany toward the said A. B. in respect to his failure or neglect in the performance and discharge of his duties as such treasurer, or any extension or extensions by said corporation of the time or times of said payments of money or deliveries of property shall not in any manner operate to release or discharge the said E. F. from his liability under the foregoing obligation. Signed and delivered in presence of ALS Be E. F No. 101. Collateral Note. Siar value. poceteed. the Heard tne jOhie? 3. lad. ¢ i 19EN . days after date .... promise to pay to the order of .... Bank, .... dollars, for value received, at the office of said Bank with interest at .... percent per annum, having deposited with said Bank as collateral security for payment of this or any other liability or liabilities of .... to said Bank, due or to become due, or that may be hereafter incurred, the following property: (description of property) the market value of which is now $....: in case of depreciation of the same, or of any other securities which may be hereafter pledged for this loan, a payment shall forthwith be made on account, or additional securities given, satisfactory to said Bank, so that the market value of the collateral shall always be at least . percent in excess of the amount unpaid on this note. In case of failure so to do, this note shall be deemed to be due and payable on demand, with full power and authority to sell, assign and deliver the whole of said property, or any part thereof, at public or private sale at the option of said Bank, or its assigns, and with the right to themselves become the purchasers thereof at public sale, freed and discharged from any equity of redemp- 321 FORMS. . Form 102 tion, on the nonperformance of this promise or the nonpayment of any of the liabilities hereinbefore mentioned, at any time or times thereafter, without advertisement or notice. All legal or other costs and expenses for collection, sale and delivery to be deducted from the proceeds of such sale, and the residue applied on any or all of the liabilities under this note and agreement: the overplus, if any, to be returned to the undersigned. No. 102. . Collateral Note. Another Form. . days after date .... promise to pay to the order of . Bank .... dollars, for value received, at the office of said Bank with interest at .... percent per annum, having deposited with said Bank as coliateral security for payment of this or any other liability or liabilities of .... to said Bank, due or to become due, or that may be hereinafter incurred, the following property: (description of property) the market value of which is now $.... with the right on the part of said Bank from time to time to demand such additional collateral security as it may deem sufficient should the market value thereof decline, and also give said Bank a lien for the amount of all said liabilities upon all the property or securities given unto or left in its possession by the undersigned, and also upon any balance of the account of the undersigned with it. Upon failure to comply with any such demand, this obligation shall forthwith become due, will full power and authority to it, or its assigns, in case of such default or of the nonpayment of any of the liabilities above mentioned at maturity, to sell, assign and deliver the whole or any part of such securities, or any substitutes therefor or additions thereto, at any brokers’ board, or at public or private sale, at its option, at any time or times thereafter without advertisement or notice to the under- signed, and with the right on the part of said bank to become purchaser thereof at any public sale thereof or at any sale thereof at brokers’ board, freed and discharged of any equity of redemption. And after deducting all legal or other costs and Form 103 OHIO PRIVATE CORPORATIONS, 322 expenses for collection, sale and delivery, to apply the residue of the proceeds of such sale or sales so made, to the payment of any, either or all of said liabilities, as it may deem proper, rendering the overplus, if any, to the undersigned: and the un- dersigned will remain liable for any amount remaining unpaid after such sale. The undersigned do hereby authorize and em- power said Bank, at its option, at any time, to appropriate and apply to the payment and extinguishment of any of the above named obligations or liabilities, whether now existing or here- after contracted, any and all moneys now or hereafter in its pos- session, on deposit or otherwise, to the credit of or belonging to the undersigned, whether said obligations or liabilities are then due, or not due. No. 103. Syndicate Agreement. A. & B. RAILWAY SYNDICATE. An agreement made and entered into this .... day of .... --, 19.., by and between L. M. and 8. T., parties hereto of the first part, hereinafter sometimes called “Syndicate Managers,” and the individuals, firms and corporations other than the Syndicate Managers subscribing hereto severally, parties hereto of the second part, hereinafter sometimes called “Syndicate Sub- scribers,” and all of whom together with the Syndicate Managers constitute the “Syndicate.” Whereas, The O. & P. Traction Company is a corporation organized under the laws of the State of Ohio for the purpose of constructing and operating an clectric street railroad property, to wit, from the City of .... in .... County, Ohio, to the City of .... in .... County, Ohio, with the right to make exten- sions and branches from said street railroad; and Whereas, It is proposed by the Syndicate to acquire as large an amount as possible of the outstanding capital stock of said Traction Company, and also all outstanding claims against said Traction Company and the assets thereof, and after having acquired the same to construct certain electric street railways over the route authorized by the charter of said Traction Com- pany, with extensions and branches therefrom; and er 323 FORMS—SYNDICATE AGREEMENT. Form 103 Whereas, For accomplishing said purposes and providing the necessary funds therefor, and for the other purposes herein set forth, the parties hereto desire to form a Syndicate, to be known as A. & B. Railway Syndicate. Now, therefore, this agreement witnesseth: that in consider- ation of the premises and the mutual promises and agreements herein made, and the sum of one dollar ($1.00) by each of the parties hereto in hand paid to the other, the Syndicate Managers and the Syndicate Subscribers hereto agree as follows: FIRST. The parties hereto hereby form a Syndicate for the purpose of acquiring as large an amount as possible of the capital stock of said Traction Company, together with the claims against said Traction Company and the assets thereof, and after having acquired the same, of financing said Traction Company and constructing an electric street railroad, as authorized by the charter of said Traction Company, with extensions and branches therefrom, and of bringing the property of said Traction Com- pany to successful operation and of doing and performing such other things as may, in the judgment of the Syndicate Managers, be necessary or proper in connection therewith. SECOND. The Syndicate Managers are hereby authorized, as attorneys and agents for the Syndicate Subscribers severally, to purchase on their behalf and for them, as large an amount as possible of the capital stock of said Traction Company to- gether with its assets, at such a price and upon such terms and conditions as may be deemed advisable by the Syndicate - Managers. THIRD. The Syndicate Managers, for the purposes con- templated by this agreement, are authorized to proceed with the construction of the street railway system of the Traction Com- pany with extensions and branches therefrom, and for that pur- pose to have the capital stock of the said Traction Company increased or if deemed advisable to organize a corporation under the laws of the State of Ohio with such name and capitaliza- tion as may be designated by the Syndicate Managers, for the purpose of taking over the stock, property and assets of, and claims against, said Traction Company. Wherever the designation “Traction Company” occurs in this agreement, the same shall be held and deemed to apply to Form 103 OHIO PRIVATE CORPORATIONS. | 394 either The O. & P. Traction Company by the present corporate name or by any change of name, or to said new corporation to be organized as the context may require or indicate. The Syndicate Managers are given full power, authority and discretion to determine all matters relating to the capitalization of The Traction Company, and of the stocks, bonds, or securities to be issued thereby, and are also authorized to acquire any or all of the stocks, bonds or securities issued by said Traction Com- pany, for the benefit of the Syndicate. FOURTH. The Syndicate Managers agree to proceed with reasonable diligence to carry out and consummate, in so far as they may be able to do so, the purposes for which this Syndicate is organized, in such manner as in their judgment may be best to that end, and to do all things and perform all acts which in their judgment shall be deemed for the best interests of the Syndicate. FIFTH. Each Syndicate Subscriber shall set opposite his name as signed hereto or to any counterpart hereof, the amount of his subscription to the Syndicate, and shall pay as herein pro- vided the amount thereof as called by the Syndicate Managers. All funds received by the Syndicate Managers from the Syndi- cate Subscribers shall be expended and disposed of in the follow- ing manner: (a) The payment of all expenses of the Syndicate and the Syndicate Managers, including incorporation expenses and charges, counsel and attorney’s fees, brokers’ commissions, in- terest, charges, expenses and commissions on Syndicate loans, and other necessary and proper disbursements and expenses made or incurred in connection with the carrying out of this agree- ment. (b) The payment of and for such amount of the capital stock of the Traction Company, and the assets thereof, as the Syndicate Managers may be able to acquire; the constructing, building and equipping of said street railway system, and the purchasing and acquiring of stocks, bonds and securities of said Traction Company, or any of said purposes which may be deemed advisable by the Syndicate Managers. | SIXTH. The Syndicate Subscribers irrevocably nominate and appoint the Syndicate Managers, and their survivors, as 395 FORMS—SYNDICATE AGREEMENT. Form 103 their agents and attorneys, with full power to do any and all acts and to enter into and execute all agreements or other in- struments necessary or proper or by the Syndicate Managers deemed expedient in the premises and for the purposes of this - Syndicate Agreement, and to that end, to absolutely control the stock, claims and assets of the Traction Company so to be acquired, together with all stocks, bonds and securities of the Traction Company now or hereafter issued or authorized and acquired by the Syndicate, as fully in all respects as if the Syndicate Managers were the owners thereof, and to pledge any or all of said stocks, claims, assets, bonds and securities, or any portion thereof, or this contract and the several obligations of the Syndicate Subscribers hereunder, as security for the repayment of money borrowed on behalf of the Syndicate. It is further agreed that if the Syndicate Managers pledge the stocks, bonds and securities of the Traction Company, or this agreement and the several obligations of the Syndicate Subscribers, as security for the payment of the Syndicate’s obli- gations, the person, firm or corporation to whom the same are pledged shall have the right and power, in order to secure pay- ment of ‘such obligations, to make calls upon the subscriptions hereunder in case the Syndicate Managers neglect or refuse to make the same. SEVENTH. The Syndicate Subscribers agree that they will from time to time, and at any time on call of the Syndicate Managers, and to the amount of such call or calls, make cash payments on account of their respective subscriptions hereunder, upon ten (10) days written notice by mail from the Syndi- cate Managers; all payments hereunder by the Syndicate Sub- scribers shall be made to The .... Trust Company, .:.., Ohio, for the account of the Syndicate Managers. Each Subscriber shall, at the time of making each of the payments called here- under, receive a certificate issued by said Trust Company, cer- tifying to the amount of such payment and the interest of such Subscriber in said Syndicate, subject to the terms and condi- tions of this agreement; said certificate shall be in assignable form, and be transferable only on the books of said Trust Com- pany by due assignment and surrender of such certificate, and upon due assignment and surrender thereof, a new certificaté Form 103 OHIO PRIVATE CORPORATIONS. 326 may be issued in the name of the transferee. No such assign- ment or transfer or issue of a new certificate to a transferee shall release any Subscriber hereto from his obligations as- sumed hereunder. Every Syndicate Subscriber and any and all owners, holders, transferees or pledgees of said certificates, or of the bonds, stocks or securities represented thereby, or deliver- able thereunder, hereby ratify and approve the action of the Syndicate Managers and of the officers and directors of said Traction Company in the matter of issuing, paying for and dis- posing of the stocks, bonds and securities issued by said Trac- tion Company. EIGHTH. The Syndicate Managers shall have the sole direction, management and the entire conduct of the Syndicate, and the enumeration of particular or specific powers in this agreement shall not be considered as in any way limiting or abridging the general power or discretion intended to be con- ferred upon and reserved to the Syndicate Managers in order to authorize them to do any and all things proper, necessary or expedient in their discretion to carry out the purposes of this agreement; neither shall they, or either of them, be liable under any of the provisions of this agreement, or in or for any matter connected therewith, except for want of good faith or mal- feasance. NINTH. The Syndicate Managers may be Subscribers to the Syndicate and to the extent of any subscription or reserva- tion by them, they are to participate in the profits and losses and the securities purchased or acquired, to the same extent as the other Subscribers. TENTH. Each Syndicate Subscriber hereby ratifies, assents to and agrees to be bound by any action of the Syndicate Managers taken under this agreement, and agrees to perform all of his undertakings hereunder from time to time, on call of the Syndicate Managers, to the full extent of the amount set opposite his name or allotted to him, but he shall be liable hereunder solely to the Syndicate Managers or their successors or assigns, or to the Traction Company issuing any bonds, stocks and securities purchased hereunder, or to the person owning the same, and only to the extent of his individual subscription to the Syndicate. 397 FORMS--SYNDICATE AGREEMENT. Form 103 ELEVENTH. The failure of any Syndicate Subscriber to perform any of his undertakings hereunder shall not affect or release any other Subscriber. The Syndicate Managers may, in their discretion, by written consent, release any Syndicate Sub- scriber. In case any Syndicate Subscriber shall fail to perform any of his undertakings hereunder or be released by the Syndi- cate Managers, other Subscribers may be received by the Syndi- cate Managers and take the share of the Subscriber so failing to perform his undertakings or so released. Upon failure of any Syndicate Subscriber to perform any of his undertakings hereunder, the Syndicate Managers shall have the right at their option to exclude such Syndicate Subscriber from further inter- est and participation in the Syndicate, and to hold him liable for all damages caused by his failure. Nothing contained in this agreement or otherwise shall con- stitute the Syndicate Subscribers partners with the Syndicate Managers or with one another, or render them liable to con- tribute more than the amounts of their subscriptions, as afore- said, or entitle them to any participation in the results or profits of said Syndicate other than as specified in this agree- ment. TWELFTH. This agreement shall bind and benefit ratably according to the amount of the several subscriptions, not only the parties hereto but their respective successors, survivors, as- signs and personal representatives. 'T'wo originals hereof are to be signed by the Syndicate Managers and one original is to de- posited with The .... Trust Company, and counterparts may be signed by the Syndicate Subscribers and retained by the Syndicate Managers, or by said Trust Company, and all shall be taken and deemed to be one original instrument. THIRTEENTH. All notices issued by the Syndicate Man- agers hereunder shall be mailed to the addresses of subscribers as given below opposite their respective names. The holding of certificates issued by said Trust Company in pursuance thereof, shall constitute such holders parties to this agreement, as fully to all intents and purposes as signing the same. FOURTEENTH. It is mutually agreed that during the term of this agreement the Syndicate Managers shall have full power of sale, or exchange for other stocks and bonds, or either, Form 103 OHIO PRIVATE CORPORATIONS. 328 of any other Company or corporation, of all stocks, bonds and securities acquired and received by them on behalf of the Syndi- cate Subscribers, and also of any stocks, bonds or securities re- ceived in exchange therefor, upon sale to or consolidation with any other corporation upon such terms, prices and conditions as may be deemed by them to be for the interests of the Syndicate, and that until the distribution of said stocks, bonds, or securi- ties to the Subscribers hereto, all stocks of said Traction Company, and all other stocks, bonds or securities belonging to the Syndi- cate, shall be held by and in the name of the Syndicate Managers, or their nominees, with full power in the Syndicate Managers or their nominees, to vote the same at any and all meetings of the stockholders of the corporation issuing said stocks, bonds or securities. FIFTEENTH. Should the Syndicate Managers in carrying out this agreement sell and dispose of the holdings of the Syn- dicate hereunder for cash or securities, the Syndicate Managers shall be entitled to hold and retain .... (..) percentum of the profits of the Syndicate, either in cash or securities, the same to be in full as compensation to the Syndicate Managers for their services performed hereunder. After the deduction of the said .... (..)' percentum of said profits ‘as compensation to the Syndicate Managers as above, the balance of said profits shall be distributed pro rata to the Syndicate Subscribers from time to time, in the discretion of the Syndicate Managers. ' Should the Syndicate Managers not sell or dispose of the. holdings of the Syndicate hereunder, but distribute the same to the Syndicate Subscribers, the Syndicate Managers at the time of such distribution shall be entitled to hold and retain .... (..) percentum, in par amount, of any and all common cor- porate stocks at that time owned by the Syndicate, the ‘same to be in full compensation to the Syndicate Managers for their services performed hereunder; and after the deduction of said -++. (..) percentum of said common corporate stocks as afore- said, the balance of said ordinary corporate stock, together with any bonds or other securities owned by the Syndicate shall be distributed pro rata, to the subscribers: from time ‘to time, in the discretion of the Syndicate Managers.. ppt’ ‘ i 399 FORMS—SYNDICATE AGREEMENT. Form 103 Whenever any partial distribution is made to the Syndicate Subscribers hereunder, said subscribers shall present the certifi- cates, representing their interests, to ‘said Trust Company, and have said distribution endorsed thereon, and upon’ such final distribution hereunder, the Syndicate Subscribers shall surrender their said certificates. All expenses and obligations of the Syndicate shall be a charge against the cash, securities or property at any time owned by the Syndicate. SIXTEENTH. In case of the death, resignation or in- ability to act of either of the Syndicate Managers, the survivor shall have power subject to the approval of The .... Trust Company, to designate, by writing, filed with the said Trust Company, a person to fill the place so made vacant; and in, case said survivor fails to fill said vacancy within thirty (30) days after such death, resignation or inability to act, and to give a written notice of such designation to said Trust Company, and to secure the approval of said Trust Company, then the said Trust Company shall have power to designate a person to fill the place so made vacant. In case of the death, resignation or inability to act of both of said Syndicate Managers, The .:.. Trust Company shall have power to designate persons to fill the places so made vacant. In case said Trust Company fails to fill said vacancy or vacan- cies within thirty (30) days after the date of the accruing of its right to fill said vacancy or vacancies, a majority in amount of the Subscribers hereto, who have paid the full amount of all calls made, shall have power to name and designate, in writing, a successor or successors, and such successor or successors chosen In any manner as above provided shall, upon acceptance in writ- ing endorsed upon this agreement, be clothed with all the powers and be subject to all the duties conferred and enjoined upon the Syndicate Managers herein. SEVENTEENTH. It is mutually agreed that the obliga- tions of the Syndicate Subscribers under this contract are several and not joint, and that no one of said subscribers shall be liable for a breach of this contract by any other Subscriber than himself. Form 103 OHIO PRIVATE CORPORATIONS, 330 Each and every party hereto will, upon reasonable request, execute and deliver all further writings which may be necessary or proper to carry this agreement into effect. EIGHTEENTH. No calls shall be made by the Syndicate Managers upon the subscriptions of the Syndicate Subscribers until the total subscriptions hereto shall equal the sum of .... dollars ($....). NINETEENTH. The Syndicate Managers shall have power to reduce the subscription or subscriptions of any or all of the Syndicate Subscribers for any reason deemed by the Syndicate Managers to be for the benefit of the Syndicate. TWENTIETH. All action taken by the Syndicate Man- agers hereunder shall be in pursuance of unanimous agreement of the Syndicate Managers. In case the Syndicate Managers are unable to agree, either or both of the Syndicate Managers may make statements in writing to The .... Trust Company of the matters in dispute or the proposed action, and the said Trust Company is hereby given fuli power, right and authority to settle and determine the dispute submitted or the action pro- posed, and its decision of any such matters shall be final and binding on all the parties hereto, and the action of the Syndi- cate Managers shall in such event be in accord and compliance with the decision of the Trust Company. Fach of said Syndicate Managers hereby agrees to be bound by such decision of the Trust Company and to execute any and all deeds, transfers, contracts, or assignments as may by the Trust Company be deemed necessary, proper or convenient to carry out and make effective the decision of the Trust Com- pany. TWENTY-FIRST. This agreement shall continue in force and operation for a period of .... (..) years from and after BAL AOS, 19..; provided, however, that if the Syndicate Man- agers deem it to be for the best interests of the Syndicate to extend the term of the Syndicate for one (1) year from and after the expiration of said period of .... (..) years, they may do so, by giving notice in writing of such intention to the Syndicate Subscribers, at any time on or before thirty (30) days prior to the expiration of the said period of .... (..) years; and the Syndicate Managers may, if they deem best to do 86, 331 FORMS—UNDERWRITING AGREEMENT. Form 104 terminate this Syndicate at any time, upon written notice of such intention to the Syndicate Subscribers. IN WITNESS WHEREOF, the Syndicate Managers, parties hereto of the first part, and the Syndicate Subscribers, parties hereto of the second part, have subscribed an original or coun- . terpart hereof, as of the day and year first above written. Syndicate Managers. Syndicate Subscribers. Amount of Name Address Subscription No. 104. Underwriting Agreement. We, the undersigned, each for himself severally and not jointly, do hereby agree to and with each other, and with the LL aSaaRS Trust Company of .........., for itself and The A. B. Company, to subscribe to, receive and pay for the amount | ee (bonds or stock) of The A. B. Company, set Opposite our respective signatures below, at the price of ........ dollars ($...... NOTA BACH 2 Aa S30 he, sis (bond or share of stock), OSA percent of which price shall be payable upon allotment and the remainder on demand of The ........ Trust Company. We further agree to receive and pay for any smaller amount than that subscribed for which may be allotted to us. The conditions of this underwriting agreement are as follows: (1). This agreement shall not be binding upon the under- signed unless the entire amount of ........ dollars ($...... ) Mc ed (bonds or stock) shall have been underwritten. (2). Within such reasonable time as shall be fixed by The Ae Trust Company, the entire amount of ........ dol- mrs ($...0.., i ot i Set a OE (bonds or stock), less any amount taken,and withdrawn by the underwriters as hereinafter set forth, shall be offered to the public, through such brokers or bankers Form 104 OHIO PRIVATE CORPORATIONS. 332 as shall be designated by The .......... Trust Company, for — subscription at not less than the price of .......... dollars (Birtcock' ss )s hors BACH: & oils s!8i noes . (bond or share of stock). (3). If the amount of ........ (bonds or stock) subscribed _ and paid for, upon said public offering, shall be equal to, or exceed, the amount, Of issyi). cers «fe (bonds or stock) so offered to the public, then all liability under this agreement shall cease. (4)... Tf, the; amount Of: 6 ies. 2a (bonds or stock) sub- scribed for, upon said public offering, shall be less than the total BIMOUIE! Of%s cin vonwieretass (bonds or stock) so offered to the public, CTW SIGs 3 acca’ hale bes (bonds or stock) subscribed for, on such — public offering, shall not be paid for in full at the minimum price above specified, then the deficiency in subscriptions and payments shall be made good by the underwriters, on demand ~ GLsBAdee LDS inc gcleorictele ha Trust Company, pro rata, in the propor- tion which the subscriptions of each underwriter, less any amount taken and withdrawn by him, shall bear to the total amount of Se et eee (bonds or stock) so offered to the public. (5). Each underwriter shall receive preferred and common stock of The A. B. Company, in an amount, at par, equal to .... percent of the par value of the ........ (bonds or stock) hereby underwritten by him, in each class of stock, and all the proceeds, not exceeding five (5) percent, realized from the sale of ........ (bonds or stock) at public issue in excess of ninety (90) percent, — after deducting issue expenses, shall belong to the underwriters. — (6). Any underwriter shall have the option of withdrawing, — from the public offering, any of the .......... (bonds or stock) — hereby underwritten by him, provided that he notify The ...... ; Trust Company five days prior to the date fixed for the public ~ issue, that he elects to purchase said ........ (bonds or stock) © and provided that, in the proportion of .......... (bonds or stock) so purchased, he shall be deemed to have waived his right © to participate in the cash proceeds realized from the public issue. (7). No underwriter shall sell or offer for sale the ........ (bonds or stock) so purchased, nor any of the bonus shares re-— ceived by him, until ........ months after the date of payment — by him for the .......... (bonds or stock) so purchased, with- — out the consent of The .......... Trust Company. 833 FORMS—UNDERWRITING AGREEMENT. Form 105 Names. Addresses. Bonds (or stock) | | Underwritten. ooo eee eee eee eee eee BFENS FO! SO A0 1018 0 ONE) 6 esis lei feel e C56 Ci s)h0 oe fel ea a.0. 0 [je ood 6 a bleiele ee ee ow nied RPS SSeS? She} SS Sipe syTelete lie 2 © © ef8 le ene die) ese 0 « | 0 0 © © 00 0 0 ofbis CLS ehellie wm « Peri? 82 ere se lore, 2, 6° os a © © 18.6 6.6 £18 614 we 6 0 «© Shee | es) 6 0 eft o6 ete oe afe e458 0,6 No. 105. Underwriting Agreement. Another Form. This agreement made at ............ ORIG! tHist .. 19¢ o; day Bee eee, i824, , 19.., Witnesseth : Whereas, A. B., hereinafter sometimes called “promoter,” proposes to organize a corporation under the laws of Ohio to be OY Nad Company, or such other name as may hereafter be selected by the parties in interest, hereinafter some- times called “the corporation” for the purpose of ............ (state purpose of new corporation). _ The corporation shall have a capital stock of ............ dollars ($...... COMBICHINGT OP. Jt. Jere dollars ($...... ) .of preferred stock, divided into .... shares of the par value of sy ae dollars ($......) each, the dividends on said pre- ferred stock to be .... percent, cumulative; and ............ dollars ($...... ) of common stock, divided into ...... shares Berne par, value’ of... -cs5..5% dollars ($...... ) each, and Whereas, the promoter has acquired options and contracts for the purchase of certain properties, desirable for the busi- ness of the corporation, at certain prices, to be paid for in part in cash, and partly in stock of the corporation, and Whereas, it will be necessary to raise at least ..... BU Moneta Bollars-($...... ) in cash to complete said purchases and _ pro- vide the necessary working capital for the corporation, and Whereas, it is advisable to form a syndicate for the purpose of furnishing the cash so required, by underwriting a subscription to the preferred stock of the corporation, at par, such syndi- Cate to be composed of The ............ Trust Company of Be 4 4 as “syndicate manager” together with the per- Sons, other than the promoter and The ............ Trust Form 105 OHIO PRIVATE CORPORATIONS. 334 Company, subscribing hereto severally, hereinafter sometimes called “syndicate subscribers,” and Whereas, the syndicate, for underwriting said stock and fur- nishing said cash, is to receive, as a commission therefor from the promoter, .......... dollars ($....) par value of the com- mon stock of said corporation, full paid and non-assessable, which commission, after paying the fees of The ............ Trust Company, is to be divided among the syndicate subscribers, in proportion to the amount of their subscriptions. Now, therefore, in consideration of the premises and of the mutual promises and agreements herein made, each syndicate subscriber, for himself, severally and not jointly, does hereby subscribe for the amount of the preferred stock of said corpora- tion set opposite his signature below, and does hereby agree to Deer BOM SLOG 2k ans wapiin h 2 Trust Company therefor the full par value thereof, in cash, on ...... days’ notice from said The aaa eS al ound Trust Company. On such payments said Trust Company shall issue transferable receipts therefor, which shall be exchangeable for certificates of said preferred stock. This agreement shall not be binding upon any of the par- ties hereto unless the entire amount of $...... of preferred stock shall have been underwritten hereunder, but shall imme- diately become operative when said amount is subscribed. BL DOs ve Scwings oa slats Trust Company may enforce this agree- ment by suit on the subscriptions, or by forfeiting payments made thereon, by any other proper remedies. The cash paid in by the subscribers hereto shall be, by said AP eee Trust Company, paid over to the Treasurer of the corporation, upon his election and qualification as such ~ officer. and Gree path wae eres , Promoter. IDG) ia tren caine Cale A Trust Company. Number shares of preferred stock eoceeeereee eee eee eee eceoeeneeowneeeooe oan eet oo wee ee eeeeeeaeeetTeeeereeeeeeeeeeee ee ececeoececeoeereereeeeeeeotfoeoe eevee eee ere ee efter e eee eee eee eee 8 OO ————— a 335 FORMS. Form 106 No. 106. Power of Attorney to Managing Agent. Know all men by these presents: That The A. B. Company, a corporation duly organized under the laws of ............ , and having its principal office in the City of ...... , State of Ree a4 , does hereby make, constitute and appoint C. D., of Beh ¢ wo , its true and lawful attorney, for it, and in its name, place and stead, to conduct and carry on its .............0. (specify kind of business) .............. business in the city eae > state of ... 2% ; to open a bank account in its name at some bank in said city; to endorse, for deposit to its credit in said bank, checks, drafts, notes and other evidences of value, to draw and sign checks in its name against said deposits for such moneys as may be necessary from time to time in the transaction of said business, or for remittance to its principal office in the city of ...... ; to hire and discharge employes; to purchase (for cash) goods, wares, merchandise, supplies and materials connected with its said business; to sell goods, wares and merchandise connected with its said business for cash or on credit, and generally to do all things necessary or proper in its interest in the usual course of its business in said city; giving and granting unto its said attorney full power and authority to do and perform all and every act and thing whatsoever, requisite, necessary and proper to be done in and about the premises, as fully, to all intents and purposes, as it might or could do, here- by ratifying and confirming all that its said attorney shall law- ! fully do, or cause to be done, by virtue hereof. In witness whereof, said The A. B. Company has caused its corporate name to be subscribed hereto by its president, and its Corporate seal to be affixed attested by its BOCEOUATY.« COlSrreml ra SRV TOL 2... tee Dea oa. Signed, sealed and acknowledged in presence of The A. B. Company, |. Se eee DYE act ar 7.) Perestdent, eect cS act, (Corporate Seal) PRLLOR one ae, ve Pe » Secretary. STATE OF OHIO, } Leeds County, § SS. Before me, a notary public in and for said county, personally Appeared ..-..... pPPReMIaent. and. «2.4... 5... , secretary of The A. Form 107 OHIO PRIVATE CORPORATIONS. - 336 B. Company, the corporation which executed the foregoing instrument, who acknowledged that the seal affixed to said in- strument is the corporate seal of said corporation; that they did sign and seal said instrument in behalf of said corporation and by authority of its board of directors; and that said instrument is the free act and deed of said corporation. In testimony whereof I have hereunto subscribed my name and affixed my seal at ........ a RES. ayers ORF: Ob ose ee a 19349 a BOND ISSUES. NOTE.—G. C. § 8705, as amended 109 v. 231, authorizes corporations to borrow money and issue bonds “at such rates of interest as may be provided in such issue,” and further provides that the limitations of G. C. § 8303 shall not apply to such “borrowing, maturing and payable one year or more after the date thereof, and no corporation, wherever organ- ized, nor any one in its behalf, shall interpose the defense or make the claim of ‘usury in any suit or proceeding upon or with reference to any such corporate borrowing.” No. 107. Resolution of Directors Authorizing Bond Issue and Cor- porate Mortgage or Deed of Trust. RE Masa t age th zt presented and read the following reso- lution: ‘Whereas, it is necessary to provide for the procuring of funds for the purpose of ............ (insert purpose of bond issue, as “providing for the redemption of its outstanding ob- ligations, the acquisition of additional property, the making of additions, extensions and betterments to the plant and property now owned or hereafter acquired by it, and for its other proper corporate uses and purposes’) Therefore be it resolved, that the president and secretary of this Company be and are hereby authorized to execute and de- Varo G0 «Nea ar ais dee canes Trust Company of ...... 5 CEOs ready for certification by it, the coupon bonds of this company to an aggregate amount not exceeding ........ dollars dated the A day.of vo... + > £9 cg MAAGUDING: OM, LUT. vegas ene MFeay , 19.., bearing interest at rates not exceeding five per centum per annum, payable semi-annually on the first day of January and the first day of July in each year evidenced by cou- pons attached to said bonds executed by the engraved fac- | q 337 FORMS. Form 107 simile of the signature of the Treasurer of this company, all of said bonds to be of like date, tenor and effect, and are to be in the principal sum of $1,000, each, and to be subject to redemption on...) , 19.., and at any interest date thereafter at 105% plus accrued interest, said bonds to be issued from time to time as may be determined by the Board of Directors and in the manner set forth in the mortgage or deed of trust herein- after mentioned; and be it further resolved, that to secure said bonds and interest the President and Sécretary of this company be and they are hereby authorized and directed to, execute, acknowl- edge and» deliver, to said: Th6,....oi0.s. vee « Trust Company of Bay. Si:2 , Ohio, a mortgage, or deed of trust, upon all of the property, plant, rights, franchises and privileges of this com- pany, now owned or hereafter acquired, which said mortgage is submitted herewith, and a copy thereof is on file with the secre- tary of this company, together with the form of bonds and cou- pons to be executed, all the provisions, terms and conditions of which said mortgage or deed of trust and bonds and coupons are hereby approved and authorized. ' And be it. further resolved that a meeting of the stockholders of this company be and is hereby called and ordered to meet at the office of the company on the ...... Ch aa) eee FLO? oy eS ine o’clock ..M., for the purpose of considering and acting upon said proposed issue of bonds, secured by mortgage or deed of trust as aforesaid, and the transaction of any and all business necessary or incident thereto, and the secretary is hereby in- structed to give notice thereof to, the stockholders pursuant to law and to the regulations of this company.” CRP Es moved the adoption of the foregoing resolution. The motion was duly seconded by Mr. ............. There- upon the president put said resolution and the following was the volte of the directors thereon. No director voted nay. Thereupon said resolution was de- elared carried. Form 108 OHIO PRIVATE CORPORATIONS. 338 No. 108. Resolution of Stockholders Ratifying Bond Issue, Etc. NOTE.—Action by stockholders is not required except (a) in the case of certain building companies, mortgages by which companies must be consented to by a vote of the holders of two-thirds of the stock (G. C. § 10210) and (b) except where convertible bonds are to be issued, in which case the written assent of three-fourths of the stockholders representing three-fourths of the paid up stock is required. (G. C. § 8709.) In any case, however, ratification by stockholders will estop those voting. For notices and minutes of meeting, see forms for special meetings of stockholders, supra. “Whereas at a meeting of the Board of Directors of this com- pany duly called and held on the ...... ON IE oe ne pals hTERT 9 «7 following resolution was duly adopted: (Copy directors’ resolution in full.) Now therefore be it resolved that said action of the Board of Directors and the issue of said bonds, secured by mortgage or deed of trust, be and the same is hereby consented to, ratified, approved and confirmed in all respects.” No. 109. Written Assent of Stockholders to Issue of Convertible Bonds. (G. C. § 8709.) We, the undersigned stockholders of The .............. Company, do hereby assent in writing to the issue of convertible bonds as provided by the resolution of the board of directors of this company adopted the ...... day Ohicth wpe tel eas Names. | Shares. eos eeeceeeeeoereeeeeererereeeeer eer ee eto eo eee eevee seers eee eevee ee eeoereoereceereoereoeere ee eee eee eee eee eertToee eee @ eececeeoeneeoe ee ee eoeoeeo ee eee e ewe eee etTeseseeeeeseeseeneeee eee e eee eoeeesneveevnees © eee 6 0 8 Be 6 oe eo 80 e of C16 € 6 C1e7e 6 OC eee 44 26 2 2 @ NOTE.—Three-fourths of the stockholders and three-fourths of the stock must be represented in the written assent. 339 FORMS—CORPORATE MORTGAGES. Form 11@ No. 110. Deed of Trust, or Mortgage, by Corporation to Secure Bonds, The A. B. Electric Light Company to The C. D. Trust Company and FE. F. Trustees. Indenture dated for convenience this ...... AY Ch coheed ; A. D. 19.., but actually made and entered into this .... day of ..-. ,A. D. 19.., by and between The A. B. Electric Light Com- pany, a corporation duly organized and existing under and by vir- tue of the laws of the state of Ohio, hereinafter called the “Com- pany” party of the first part, and The C. D. Trust Company, a corporation duly organized and existing under and by virtue of the laws of the state of Ohio, and FH. F., of the city of ...... f as Trustees, the said The C. D. Trust Company, Trustee, being sometimes hereinafter referred to as the “Corporate Trustee,” and the said #. F., Trustee, being sometimes hereinafter re- ferred to as the “Individual Trustee,” parties of the second part. Whereas, under the laws of the state of Onio, the Company is authorized to borrow money and issue its negotiable bonds therefor and secure the payment thereof by mortgage upon its property, rights, franchises and privileges; and whereas the Com- pany, desiring to provide for the redemption of its outstanding obligations, the acquisition of additional property, the making of additions, extensions and betterments to the property now owned or hereafter to be acquired ‘by it, and money for its other proper corporate uses and purposes, the Board of Directors of the Company at their meeting duly called and held in the city of Se aeeaee be SULLODISEC turns bs URYP OL te sys tee Aavl LO ety duly authorized its President, or Vice-President, and. Secretary, or Assistant Secretary, to execute and deliver to the Corporate Trustee, ready for certification by it, the coupon bonds of the Company to an aggregate amount not exceeding Five Million dol- lars, dated the ...... GYD Ol vide «a3 , 19.., maturing on the et os» day of ......, 19.., bearing interest at rates not exceed- ing five per centum per annum, payable semi-annually on the first day of January and the first day of July in each year, Form 110 OHIO PRIVATE CORPORATIONS. 340 evidenced by coupons attached to said bonds, executed by the engraved fac-simile of the signature of the Treasurer of the Company, all of which bonds are of like date and except as to the rate of interest thereon, of like tenor and effect and are to be in the principal sum of $1,000 each and consecutively numbered from one upwards, and shall be subject to redemption on 19.., and on any interest date thereafter, at 105 percent plus accrued interest, said bonds to be issued from time to time for the purposes and in the manner hereinafter set forth, but at no time to exceed in the aggregate Five Million dollars of principal, and for the purpose of, securing the prompt and punctual payment of the principal and interest of said bonds as the same become due, said Board of Directors at their said meeting so called and held as aforesaid, duly authorized and directed the President, or Vice-President, and Secretary, or Assistant Secretary, of the Company to execute, acknowledge and deliver to the Trustee a mortgage or deed of trust upon all of the property, plant, rights, franchises and privileges of the Company, whether now owned or hereafter acquired; and whereas the stockholders of the Com- pany at a meeting duly called and held on the ...... day of Ses ie , 19.., by resolution duly passed by the vote of the holders of a majority of the capital stock consented to, ratified, ap- proved and confirmed the aforesaid action of the Board of Di- rectors and authorized the issue of said bonds and the securing of the same by mortgage as aforesaid, and whereas, pursuant to said action of said Directors and said stockholders so had and taken as aforesaid, the President, or Vice-President, and Sec- — retary, or Assistant, Secretary, of the Company have executed and delivered to the C. D. Trust Company, the Corporate Trustee, — for authentication, as hereinafter provided, one million. five hundred thousand dollars, of principal of said bonds, which said one million five hundred thousand dollars of bonds bear interest — at the rate of five per centum per annum, payable semi-annually as aforesaid, and said officers will from time to time hereafter, ~ in accordance with the provisions hereinafter set forth, execute — and deliver to the Corporate Trustee, ready for authentication, as hereinafter provided, bonds of the issue hereinafter described, bearing a rate or rates of interest not exceeding five per centum ~ per annum, payable semi-annually as aforesaid, and including ¥ i ES eT ee a ee eS ee re 341 FORMS—CORPORATE MORTGAGES. ‘Form 110 said $1,500,000: of bonds aggregating an amount not exceed- ing five million dollars ($5,000,000) each of which ‘said bonds shall be in substantially the words and figures following, subject only to the necessary variations in the distinguishing numbers and rates of interest thereon, to wit: ye Ree ie $1,000. United States of America, State of Ohio. The A. B. Electric Light Company, First Mortgage Gold Bond. ~ Know all men by these presents, that the A. B. Electric Light Company, a corporation duly organized and existing under the laws of the state of Ohio, for value received, promises to pay to bearer, or, if registered, to the registered holder hereof, the sum of one thousand dollars, in gold coin of the United States of America of the standard of weight and fineness existing on the ee CBY sOlI ds oe eskeelag (Loo sy at the’ olice cohe The .G. 1} Trust Company, in the city of .......... SOWING, 00: WIG ccscant, a: Agro nd ia ares , 19.., with interest thereon at the rate of ee percentum per annum, payable semiannually on the first day of January and the first day of July in each year until said principal sum is paid, in like gold coin at the office of said Trust Company or at its fiscal agency in the city of New York, New York, upon the presentation and surrender of the coupons evidencing the same, hereto attached, as they respectively become due and payable as provided therein. In case of default in the payment of any of said coupons attached to this bond, in the manner provided in the trust deed or mortgage hereinafter men- tioned, or in the performance of certain covenants and agree- ments as contained in said trust deed or mortgage, then the principal sum of this bond shall become due in the manner ,and with the effect provided in said trust deed or mortgage. This bond is one of an authorized issue of bonds, the amount whereof is limited so that there shall never be at any one time outstanding bonds of said issue for an aggregate principal sum exceeding five million dollars, all of which bonds are of like date, and except as to the rate of interest thereon, of like tenor and effect, may bear interest at rates not exceeding five percentum per annum, and are numbered from one upwards. All of said bonds are Form 110 OHIO PRIVATE CORPORATIONS. 349 issued or are to be issued under and are equally and ratably se- cured, without priority or preference by reason of priority of date of issue, or otherwise, by a trust deed or mortgage, dated thedasea. 3 dayi of sisaih. atti , 19.., duly executed, acknowledged and delivered by the Company, and recorded in the office of the Recorder: of we its .ana County, Ohio, conveying to said Trust Company and £. F., of the city of .......... , 1n trust, all of the corporate property, real and personal, rights, franchises and privileges, as described in said mortgage, now owned by the Com- pany or hereafter acquired by it. This bond is subject to all and every the provisions, conditions and agreements and entitled to all and every the benefits and privileges in said trust deed or mort- gage recited and set forth. The Company reserves to itself and its successors the right to pay and retire this bond on the ...... Cay Glites ha et ,19.., and on any interest date thereafter at 105% and accrued interest, upon giving eight weeks’ notice by publication of its desire to so pay and retire this bond, as pro- vided in said trust deed or mortgage, and notice of such desire to so pay and retire this bond having been given in the manner provided in said trust deed or mortgage, this bond shall cease to draw interest from the date of retirement fixed in said no- tice, unless upon such date, this bond being presented for pay- ment, default in payment be made. This bond, unless registered, shall pass by delivery, but may be registered, and such registration certified hereon upon presentation to said Trust Company, at its omice Inthe eltvaot ’ sw ceatisce , as provided in said mortgage. After registration certified hereon, no transfer hereof, unless made on the books of the Trust Company at said office in said city, shall be valid, unless the last registration shall have been to bearer, and this bond shall be subject to successive registration and transfers to bearer at the option of each holder. After such registration only such registered holder, or the legal representa- tives of such holder, shall be entitled to receive the principal hereof, but the registry of this bond shall not restrain the nego- tiability of the coupons by delivery merely, but the coupons may be surrendered and the interest made payable only to the regis- tered owner hereof. No recourse shall be had for the payment of the principal and interest of this bond against any incorporator, stockholder, officer or director of the Company, past, present or SO 1 ; 4 : ; 4 4 : 343 FORMS—CORPORATE MORTGAGES. Form 110 future, either directly or through the Company, by virtue of any statute or constitution, or by the enforcement of any assessment of any penalty or otherwise howsoever, any and all liability of such incorporators, stockholders, directors and officers of the Company being hereby released. This bond shall not become obligatory until it shall have been authenticated by the execution by either one of the said trustees of the certificate endorsed hereon. In witness whereof, said The A. B. Electric Light Company has caused these presents to be signed -by its president and secre- tary, and its corporate seal to be hereto affixed and the coupons hereto annexed to be executed by the fac-simile of the’ signature of its treasurer, as of the ...... GaytoOLAl. Fem se43 PELOe..2 The A. B. Electric Light Company, By -seee:. Seele ceo » President. Attestes.. ess... 0.004, Secretary: Coupon. j Bien se RON e The A. B. Electric Light Company will pay to bearer at the office of The C. D. Trust Company, in the city of .......... ss Ohio, or at its fiscal agency in the city of New York, on the ae BOMeR estes ee ccc are emcee wn cesin COLATE Sih Unitel States gold coin, being six months’ interest then due on its First Mortgage Gold Bond No. ....... Si, SR SERIE IE , Treasurer. TRUSTEE’S CERTIFICATE. It is hereby certified that the within bond is one of the series and issue described in the trust deed or mortgage therein men- tioned. The C. D. Trust Company, Trustee. BYE, AUR eeeed , President. Now, therefore, this indenture, witnesseth: The A. B. Elec- tric Light Company, for and in consideration of the premises and of the sum of one dollar, lawful money of the United States of America, to it in hand paid by said The C. D. Trust Com- pany, and H. F., Trustees, at or before the ensealing and de- livery of these presents, the receipt whereof is hereby acknowl- edged, and in pursuance of the direction and authority of its directors and stockholders, given as above recited, and in order to Form 110 OHIO PRIVATE CORPORATIONS. 344 secure equally and ratably the prompt and punctual payment of the principal and interest of all its bonds aforesaid at any time outstanding, and the fulfillment of the promises, covenants and agreements herein and in said bond so contained, hath granted, bargained, sold, aliened, conveyed, assigned, transferred, set over, released and confirmed, and by these presents doth grant, bargain, sell, alien, convey, assign, transfer, set over, release and confirm unto said The C. D. Trust Company and Z£. F., Trustees, and to their successors in the trust hereby created, and assigns forever, the following described property, rights, franchises and: privileges, to wit: qT} (Description of Real Estate.) if (Description of Personal Property.) General Description.—Also all other property, real, personal and mixed, of the Company, wheresoever situate, now owned by the Company, and all which it may hereafter acquire, excepting money, bills and accounts receivable, stock supplies and securities, all of which are expressly reserved by the Company, and excepted from the lien of this mortgage. Provided, however, and it is expressly agreed, that upon the entry and possession by the trus- tees or by a receiver all money, bills and accounts receivable, stock supplies and securities shall thereupon become and be subject to the lien of this mortgage, and shall on demand be delivered. — to the trustees or to such receiver. And also all corporate prop- erty, rights, franchises and privileges of the Company now owned or controlled, or that may be hereafter owned or acquired by it. And also all present and after acquired rights of way, licenses, easements, leases, leasehold interests, buildings, erections, super- structures, machine shops, tools, implements and machinery and all contracts. And also all property, real, personal or mixed, chattels, fixtures, rights, franchises and privileges of whatsoever j nature or description, hereafter acquired by the Company. And also all and singular the tenements, hereditaments and appur- tenances now or hereafter belonging, or in any wise appertaining unto the aforesaid property, rights, franchises and privileges and § 345 FORMS—CORPORATE MORTGAGES. Form 110 ’ the reversions, remainders, rents, issues and profits, income, rev- enues and proceeds thereof. And also all the present and hereafter acquired estate, right, title, interest, property, possession, claim and demand, whatso- ever, as well in law as in equity of the Company, of, in and to the above described premises, property, rights, franchises and privileges, and every part thereof, with the appurtenances. All of the foregoing property, rights, franchises and privileges men- tioned and described under headings I and II constitutes and is ’ hereafter referred to as the “trust estate.” To have and to hold the above described premises, property, rights, franchises and privileges with the appurtenances there- unto belonging or in any wise appertaining, unto the said trustees, their successors and assigns, for its, his and their own use, but in trust, nevertheless, for the equal pro rata benefit and security of any and all persons and parties and their respective successors, executors, administrators or assigns, who may at any time hold any of the bonds or coupons to be issued hereunder, without any discrimination, preference or priority in favor of any one bond over any other by reason of priority in time of issue thereof, or otherwise, and with the powers and upon the terms, conditions and covenants hereinafter expressed and declared of and concern- ing the same, that is to say: ARTICLE I. _AUTHENTICATION. AND IssuE oF Bonps. Section 1. The amount of bonds hereby secured which may be executed by the Company and which may be authenticated by the corporate trustee, is limited, so that never at one time shall there be outstanding bonds of the issue hereby secured for an aggregate principal sum exceeding five million dollars, but no bonds shall be authenticated and delivered hereunder at any time in excess of the issued or authorized capital stock of the Company, so long as the laws of the state of Ohio impose such limitation. Section 2. All bonds issued hereunder shall be signed by the president or one of the vice-presidents and secretary or an as- sistant secretary of the Company and the corporate seal of the company shall be affixed thereto. In case the officers who shall sign and seal any of such bonds as aforesaid shall cease to be such officers of the Company before said bonds so signed and Form 110 OHIO PRIVATE CORPORATIONS. 346 sealed shall have been actually authenticated and delivered by the corporate trustee, as hereinafter provided, such bonds may nevertheless be issued, authenticated and delivered as though the persons who signed and sealed such bonds had not ceased to be officers of the Company. The coupons attached to said bonds shall be authenticated by the engraved signature of the present treasurer or any future treasurer of the Company, it being ‘in- tended that the Company may adopt and use for that purpose the engraved signature of any such treasurer, notwithstanding that he may have ceased to be the treasurer of the Company at the time that such bonds shall be actually authenticated and de- livered. Section 3. Said bonds when executed by the Company shall be delivered to the corporate trustee to be authenticated by it and the corporate trustee shall authenticate and deliver the same only as provided in this article. Only such bonds as shall bear thereon a certificate substantially in the form hereinbefore re- cited, duly executed by the corporate trustee, shall be secured by this indenture or be entitled to any lien or benefit hereunder, and every such certificate of the corporate trustee upon any bond executed by the Company shall be conclusive and only evidence that the bond so authenticated was duly issued hereunder and is entitled to the benefit of the trust hereby created. Before au- thenticating and delivering any bonds hereby secured the corporate trustee shall detach and shall cancel all coupons thereon then matured. Section 4. No bonds shall be authenticated and delivered by the corporate trustee hereunder until this instrument shall have been filed for record in the office of the recorder of .......... County, Ohio. Section 5. Upon compliance with the provisions of section 4, the corporate trustee shall be, and is hereby authorized and directed to authenticate and deliver, upon the order of the board of directors of the Company, and to such person or persons as the said board may direct from time to time any of the bonds authorized hereunder. Each and every of such orders shall be evidenced by a duly attested copy of the resolutions of the board of directors made in that behalf, and such resolutions shall recite the disposition to be made of the bonds so ordered to be 347 FORMS—CORPORATE MORTGAGES. Form 119 delivered, which shall be for some or all of the purposes here- inafter set forth. Such authentications and deliveries shall be made as follows: (a) $500,000 principal of said bonds forthwith upon compli- ance with said section 4 and $500,000 principal of said bonds from time to time thereafter as the board of directors may by resolution request. (b) $1,000,000, principal of said bonds for the purpose of paying or redeeming the certain bonds of the Company issued under its first mortgage to The X.-Y. Trust Company of ...., Ohio, as trustee, dated January 1, 1895, under which there are now outstanding $1,000,000 of bonds under a total authorized issue of $1,500,000, and which bonds are subject to redemption On’ the .1).3.): day OF8Q) 24 id , 19.., or at any time there- after, upon payment of the principal thereof and a premium of 5% thereon. And whenever and as often as the Company shall deliver to the corporate trustee any one or more of said bonds of January 1, 1895, with all coupons thereto belonging then in the future to become due, the corporate trustee shall authenticate and deliver an amount of bonds of the issue in this instrument described equal in principal to 105% of the principal of such bonds of January 1, 1895, so surrendered to the corporate trus- tee, or the corporate trustee shall, on the request of the Company authenticate and deliver in lots of $5,000 of principal, or in Some multiple thereof, upon the receipt of par and interest ac- crued since the last interest paying date, to the Company or its Hominee, any of the bonds mentioned in this subdivision. The Corporate trustee shall hold the money so received by it, and allow interest thereon at the same rate and upon the same terms as it allows on like deposits in its trust department and shall use said money in or toward the retirement of the first mortgage bonds in this subdivision mentioned at the maturity thereof or when said bonds are presented to it therefor. In the event said fund is insufficient to pay in full said first mortgage bonds so Maturing or presented, the Company agrees, upon demand of the Corporate trustee, to pay to it sufficient money to complete the retirement of said first mortgage bonds. In the event of any surplus remaining after the payment of said first mortgage Form 110 OHIO PRIVATE CORPORATIONS. 348 bonds the corporate trustee shall pay over such surplus to the company. (c) The remainder of said bonds for the purpose of paying — for, or providing in advance the means to pay for, or reimburs- ing the Company for moneys expended for, additional property — (not including capital stock or securities of any corporation) the making of extensions, additions, improvements or betterments to the property now owned or hereafter acquired by the Company, but the Company covenants and agrees that no bond shall be certified for any of the purposes mentioned in this subdivision (c) of section 5 except upon the following terms and conditions and the facts required to be shown by the resolutions, certificates and statements hereinafter set forth shall exist at the-time of the passage or making thereof: The board of directors of the Company shall adopt a resolution requesting the corporate trus- _ tee to authenticate the bonds which the Company desires to be issued, stating, 1. The officer of the Company, or the person, or persons, to whom the same are to be delivered. 2%. The purpose or purposes for which the bonds or their proceeds are to be used, — which shall be one or more of the purposes named in this sub- division (c). 3. That no bonds have been issued in respect to — such particular property, extensions, additions, improvements or — betterments. 4. The estimated (or, if such property, extensions, additions, improvements or betterments have been theretofore ac- quired or made, the actual) cost thereof to the Company in money. 5. The gross income of the property of the Company for one year of three hundred and siaty-five days out of the thirteen calendar months immediately preceding the date of the adoption of such resolution. 6. The expense of manufacture and distribution, in- — cluding such expense: for repairs, maintenance and replacements as are incurred or made in the ordinary course of business, and the general expenses of management incurred or made in the © ordinary course of business, together with all taxes and assess- ments. of the Company or upon the property thereof, and all — premiums for insurance for such period, not including in the ~ foregoing any item for amortization or property or capital. 7. The net income after deducting from such gross income such expenses, taxes, assessments and insurance premiums. 8. The principal amount of the issue of bonds hereby secured at the ~ 349 FORMS—CORPORATE MORTGAGES. Form 110 time outstanding. 9. The principal amount of ‘any bonds or secured debt which this Company has assumed or become obligated to pay and which are secured by lien upon property acquired subsequent to the date of this indenture, prior to the lien hereof; and the rate of interest upon such bonds or debt; provided, how- ever, that in the event any property to be acquired by the Com- pany and in respect to which bonds are requested to be authen- ticated and delivered, or any property hereafter acquired by the Company shall have had an earning capacity for such period, such property, and its income and expenses as above defined, shall be treated for such period as if the same had been owned by the Company for the purpose of determining the net earnings of the Company as the basis for the authentication and delivery of bonds as herein provided. Said resolution shall be certified by the secretary of the Company and delivered to the corporate trus- tee. There shall also be delivered to the corporate trustee a certificate by the president or chief engineer of the Company, showing the truth of the facts set forth in said directors’ resolu- tion. There shall also be delivered to the corporate trustee a certificate of counsel, believed by said trustee to be competent, that the good and unincumbered title to any real property for the acquisition of which bonds are to be issued has been vested in the Company and subjected to the terms and conditions of this mortgage. And the foregoing having been done, if it shall appear that the net income ascertained in the manner aforesaid shall equal or exceed twice the interest charge for one year upon the bonds of the Company at the time outstanding and on the bonds requested to be authenticated pursuant to the foregoing provi- sions, and on the bonds and debt which the Company has as- sumed or become obligated to pay and which are secured by lien upon property acquired subsequent to the date of this indenture prior to the lien hereof, then the corporate trustee shall authen- ticate and deliver to the person or party named in said resolution of said board of directors, bonds of the issue herein described of an amount of principal equal to 80% of such cost of such addi- tional property, additions, extensions, improvements or better- ments. Provided, however, if any such bonds are issued upon the basis of estimated cost of such property, extensions, additions, betterments or improvements, prior to the acquisition or making Form 110 OHIO PRIVATE CORPORATIONS. 350 thereof, then, -in making delivery of such bonds the corporate trustee shall only deliver such bonds from time to time, at the rate aforesaid, as such property, extensions, additions, betterments or improvements are paid for, as shown by certificate of the presi- dent or chief engineer or other officer of the Company believed by the corporate trustee to have knowledge of the facts, and in the event the actual cost shall be less than such estimated cost, any balance of said bonds in the hands of the corporate trustee undelivered shall be held by it subject to future delivery here- under the same as the remainder of the unauthenticated bonds authorized to be issued hereunder: All or any part of such es- timated amount of bonds may be sold by the Company at a price for any one bond or lot of bonds which will result in the loan thereon costing the company a rate of interest not exceeding siz percentum per annum for the remainder of the term of such bond or bonds, and the proceeds from such sale shall be deposited with the corporate trustee. The corporate trustee shall pay over said proceeds to or upon the order of the Company upon receipt of a statement sworn to by an officer of the Company showing expenditures made or indebtedness incurred and then due on account of property, extensions, additions, betterments or im- provements for the purchase or making of which said bonds were issued and said money deposited, to an amount not exceed- ing 80% of the amount of such indebtedness or expenditures. Or, at the election of the Company it may make and deliver drafts upon the corporate trustee each of which drafts shall be given for the purpose and shall show upon the face that the same is given for the purpose of paying not exceeding 80% of the indebtedness incurred or created on account of such prop- erty, extensions, additions, betterments or improvements, or some portion thereof. The Company reserves the right to deposit the proceeds of the sale of any of said bonds in some bank or banks of good standing in the city of ............ » Ohio, or in the _ city of New York, N. Y., in the name of the corporate trustee, in which event said proceeds shall be payable for the purposes hereinbefore set forth only upon the order of the corporate trus- tee, and the corporate trustee shall make such payments from time to time upon delivery to it of sworn statements as herein- above mentioned. If the estimated cost of such property, exten- : . . | ; | | | 25] FORMS—CORPORATE MORTGAGES. Form 110 sions, additions, betterments or improvements shall exceed the actual cost thereof in money and a balance of .the proceeds of the sale of bonds shall remain on deposit with said corporate trustee or said bank, or banks, the same shall be thereafter paid out only in the manner and at the rate hereinbefore provided, for some one or more of the purposes for which bonds may be issued as in this article provided, or at the request of the company, may be used in or towards the retirement and cancella- tion of the bonds issued under this- indenture. The corporate trustee shall be under no obligation to see to the application of said bonds or their proceeds to the purpose or purposes for which they are authenticated and delivered and shall be entitled to rely upon any resolution of said board of directors, statements and certificates of said officers and counsel and vouchers of the Company with reference to the authentication and delivery of bonds, payment of money, title of property and lien of this in- strument and shall be absolutely protected in so doing; provided, however, that the corporate trustee may, at the expense of the Company, require additional evidence of the facts set forth in such resolution, certificates, vouchers or statements, but is not obligated so to do; and that the trustees, or either of them, if they deem best so to do, may, at the expense of the Company, require an examination, by a competent person satisfactory to the trustees, of the books and accounts of the Company and of any such additional property, additions, extensions, betterments or improvements, and shall be absolutely protected in relying upon any report which such person shall make to them. Section 6. In case any bond issued hereunder, with the cou- pons thereto appertaining, shall become mutilated, or be lost or destroyed, the Company, in its discretion, may execute, and thereupon the corporate trustee shall authenticate and deliver a new bond of like tenor and date, including the unmatured cou- pons thereon, bearing the same serial number, in exchange and substitution for, and upon cancellation of the mutilated bond and its coupons, or in lieu of or substitution for said bond or its coupons, upon receipt of satisfactory evidence of the destruction or loss of such bond and its coupons and upon receipt also of satisfactory indemnity. Form 110 OHIO PRIVATE CORPORATIONS. 352 Section 7. In the event of the resignation, removal, disso- lution or unfitness to act of the corporation trustee, or any cor- poration successor to it, all of the powers and authority vested by this article in the corporate trustee may be exercised by the individual trustee hereinbefore named, or his successor. ArTIcLtE II. CovENANTS BY THE Company. The Company hereby covenants as follows: Section 1. That it has a good and indefeasible estate in fee simple or in possession absolute, according to the nature of the property conveyed, in and to all of the property and rights here- inbefore described as being now owned by it; that the franchises hereinbefore described as now owned by it are valid and subsist- ing franchises, and that it has good right and lawful authority to convey, assign and transfer said premises, rights and fran- chises as provided in and by this indenture. Section 2. That it will punctually pay the principal and in- terest of every bond issued hereunder and secured hereby, in gold coin of the United States of America of the present weight and fineness, or its equivalent, at the date and place and in the manner specified in said bonds, and in the coupons thereto be- longing, according to the true intent and meaning thereof, with- out deduction from either principal or interest for any tax or taxes imposed by the United States of America or by any state, territory, county, city or other municipality or governmental sub- division, and which the Company may be required to pay thereon and deduct or retain therefrom under or by reason of any present or future law, the Company hereby agreeing to pay all such taxes. That after coupons evidencing interest are paid said coupons shall be forthwith cancelled. The principal of each bond shall be payable only upon the presentation and sur- render of the bond and the principal of registered bonds shall be payable only to the registered holders thereof. Each bond when paid shall forthwith be duly cancelled. Section 3. That it will not issue, sell or dispose of any bonds issued hereunder in any manner other than in accordance with the provisions of this indenture and the covenants and agreements in that behalf herein contained and that it will in good faith use or expend said bonds or their proceeds only for taille Sh cial B53 FORMS—CORPORATE MORTGAGES. Form 110 the purposes provided in this indenture, according to the true intent and meaning thereof. Section 4. That at all times until the full payment of the principal of the bonds secured by this indenture, the Company will keep an office in the city of ............ » Ohio, where bonds and interest coupons may be presented for payment and where notices and demands with respect to said bonds and cou- pons or other notices and demands hereunder may be served, and an office or agency in the city of New York where coupons may be presented for payment and from time to time the Company will give written notice to the trustees of the location of such offices or agencies. In case the Company shall fail to do so, presentation and demand may be made, and notices may be served at the office of the corporate trustee or its successors: Section 5. That at the office of the corporate trustee, or at some Bank or Trust Company in the city of ............ , Ohio, it will keep books for registration of bonds issued hereunder (which books at all reasonable times shall be open to the in- spection of the trustees) under such reasonable regulations as the Company may prescribe. The ownership of any bond. issued under this indenture, which shall be presented for that. purpose, may be registered in such bovx or books free of charge by the Company. Upon presentation to the bond registrar or transfer agent, at the place where such books of registry are kept, of any bond which shall have been registered as aforesaid and delivery of a written instrument of transfer, in form approved by the Company, executed by the registered holder for the time being, such bond shall be transferred upon such registry. The regis- tered holder shall also have the right to cause the same to be registered as payable to bearer, in which case transferability by. delivery shall be restored, and thereafter the principal of such bond shall be payable to any person presenting the same, but any such bond registered as payable to bearer may be registered again in the name of the holder with the same effect as in the case of the first registration thereof. Successive registrations and transfers as aforesaid may be made from time to time as desired. Each registration shall be noted by the bond registrar or transfer agent of the Company upon the bond. The C. D. Trust Company, the corporate trustee hereinbefore mentioned, is Form 110 OHIO PRIVATE CORPORATIONS. 354 & hereby constituted and appointed the bond registrar and transfer agent of the Company for the purpose of registration as here- inbefore set forth. The registration of any bond, however, shall not restrain the negotiability of any coupon thereto belonging, but every such coupon shall continue to pass by delivery merely and shall remain payable to bearer. The holder of any bond may, however, register the same and surrender the coupons thereto belonging to the corporate trustee, who shall forthwith cancel such coupons, and thereafter the interest on such bond shall be payable only to the registered holder thereof. Section 6. The Company will, from time to time, duly and punctually pay and discharge all real estate, personal, franchise and other taxes, water rates, assessments, imposts and govern- mental and other charges, lawfully imposed upon the property now or hereafter subject to the lien and operation of this inden- ture, and also upon all other property at any time subject to this indenture, and upon each and every part thereof, and upon the income and profits thereof and with respect to the carrying on or doing business by the Company, so that the lien and priority of this indenture shall be fully preserved in respect to the real and personal property, rights, franchises and privileges now or hereafter subject to the lien and operation of this indenture; provided, however, that nothing in this section shall require the Company to pay any such taxes, assessments, im- posts or other charges so long as the Company shall in good faith and by proper legal proceedings contest the validity thereof or its being a charge upon the property covered by this indenture. If the Company shall fail to keep this cove- nant, the trustees, in addition to any other remedy or reme- dies which they may have hereunder, and without prejudice to any rights of the trustees by reason of any such default and upon request of one or more of the holders of said bonds se- cured hereby, and upon being provided with adequate funds for that purpose and ample indemnity in the premises, shall pay such taxes, assessments and charges, and all amounts so paid, with interest thereon at the rate of six percentum per annum shall be a charge upon the trust estate prior to the bonds hereby secured, and the trustees may forthwith sue for and re- 355 FORMS—CORPORATE MORTGAGES. Form 110 cover from the Company any such amount in a proper action therefor. Section 7. That it will not create or suffer to be created any lien or charge having priority to or preference over the lien of this indenture upon the trust estate, or any part thereof, or upon the income thereof, and that within three months after the same shall have accrued it will pay or cause to be discharged or will make adequate provision for the satisfaction and dis- charge of all lawful claims and demands of mechanics, laborers and others which might by law be given precedence as a lien or charge upon the trust estate, or any part thereof or the in- come thereof; provided, however, that nothing in this instrument contained shall require the Company to pay any claim or demand so long as the Company shall in good faith and by proper legal proceedings contest the validity thereof, provided however, that nothing in this section contained shall apply to purchase money, or other assumed liens upon after acquired property. Section 8. That it will from time to time upon written demand of the Trustees and at its own expense record and re- record, file and refile these presents, whether as a chattel mort- gage or a mortgage on real estate, and make, do, execute, ac- knowledge and deliver, or cause to be made, done, executed, ac- knowledged and delivered all such other acts, deeds, transfers, assignments, conveyances and assurances in the law as may by said Trustees or their counsel be reasonably advised or required for effectuating the intention of these presents or for the better assuring and . ufi:ming unto the Trustee upon the trusts and for the purposes herein expressed, of the trust estate and any part or parts thereof, and also all and singular the property, rights, franchises and privileges which may hereafter be ac- quired by the Company. Section 9. That it will, except as herein otherwise provided, at all times actively conduct and carry on the business for which it was incorporated and which it is now or may hereafter be carrying on or conducting; that it will maintain and keep in good repair and condition its plants and properties, make all necessary renewals and replacements thereof or therein, diligent- ly preserve, observe and protect all licenses under patents or otherwise owned or held, and will at all times, so long as the Form 110 OHIO PRIVATE CORPORATIONS, 356. bonds, issued hereunder or any of them remain outstanding and unpaid, diligently preserve and maintain its corporate existence’ and all franchises now or hereafter granted to it, and do o1 cause’ 'to be done all other acts and things necessary or prope) to maintain and keep in full force and effect the lien and in cumbrance hereby created. | Section 10.. The Company shall also furnish to the trustees, — at any time that they may in writing so request, a written statement containing a summary of all its then assets and liabili- ties, its gross receipts, expenses and net income, determined as hereinbefore’ provided: and shall permit the Trustees or thcir, agents, upon like request at any time to examine its premises, property or books of account; provided, however, that the Com- pany shall not’ be obliged to furnish such statement or permit such examination unless it is furnished with satisfactory evi- dence by the trustees that the holders of not less than 15 per- centum of the bonds’ secured hereby at any time outstanding de- manded that they request such statement or make such examina- tion. . Section 11. The Company shall and will at all times, so long as’ any of the bonds issued hereunder remain outstanding and unpaid, at its own cost and expense, insure and keep .in- sured against loss or damage by fire, in responsible insurance Companies, all its property usually insured by like Companies. similarly situated and in the same manner and to the same extent. Said policies for such insurance shall be made pay- able, in case of loss, to the trustees as their interest may appear, provided; however, that the Company may, if it elects so to do, pay to the corporate trustee the sum of ........ dollars ($....) in money or, in lieu thereof, deliver to the corporate trustee bonds of the issue herein provided for equal in principal sum to said amount, or part thereof in said bonds at par and the remainder in money, in which event it shall not be required to insure its property as hereinabove provided, unless said deposit (herein. after called “insurance fund”) shall be depleted by payment of — losses to less than $...... The money in said fund shall, at the request of the Company, be invested in the bonds of the Com- pany of the issue hereby secured or in other securities in which ~ Trust Companies organized under the laws. of the State of — 357 FORMS—CORPORATE MORTGAGES, Form 110 Ohio may invest money or property received by them in trust, or in such other interest bearing securities as may be approved by the Company and the trustees. The securities in which such investment may be made shall, except as hereinbefore provided, be chosen by the Company. The corporate trustee agrees to allow interest: upon moneys remaining on deposit with it in said insurance fund, at the same rate and upon the same terms that it allows upon like deposits in its trust{,department. Until default the Company shall be entitled to all income earned by the insurance fund or the securities in which the same is in- vested, whether the same be bonds of the Company, or other- wise. In the event of loss occurring by fire, the corporate trustee shall from time to time at the request of the Company. pay over to it such amount of money out of the insurance fund as shall be necessary to repair, restore or replace such lost or destroyed property; such payments to be made from time to time upon receipt of vouchers showing the expenditure by the Company of the amount called for in any such vouchers, or that an in- debtedness has been incurred for such purposes of repair, re- storation or replacement equal to the amount called for by such vouchers. In the event sufficient moneys are not on hand in the insurance fund to pay any such loss, the corporate trustee shall, on request of the Company, sell sufficient of the securities be- longing to said fund to provide for the payment of. said loss, In the event said fund is reduced below the sum of $75,000 by the payment of any such loss, the Company shall make good such deficiency by making payments to the corporate trustee for the account of said fund at the rate of $5,000, per annum until said fund and the accummulations thereof shall again equal the sum of $75,000. In the event said insurance fund is depleted by payment of losses to less than $75,000, then the Company shall effect and maintain insurance as hereinabove first provided, until said fund shall again equal $75,000. Upon the maturity of the bonds issued hereunder, any bonds of the issue hereby secured then remaining in said fund shall be can- celled, and any other securities and moneys then in said fund shall be applied toward the payment of the bonds issued here- under at the time outstanding and unpaid. The Company covenants to at all times keep the corporate trustee informed Form 110 OHIO PRIVATE CORPORATIONS, 358 as to the amounts of insurance carried by it, when it is required to carry insurance, furnishing said corporate trustee with lists of the Companies, policy numbers and amounts, and in the event the Company shall fail at any time when required by the terms hereof to carry insurance deemed by the trustees to be sufficient, the trustees may, but shall be under no obligation to, insure the property of the Company as they may deem best for the benefit of the bondholders, and the cost of the same, with five percent interest thereon from the date of payment of the respective premiums, shall be repaid to them by the Company on demand, and until so paid shall be a charge upon the trust estate prior in lien to the bonds issued hereunder. Section 12. That the Company will duly call for redemption and retire all bonds issued and outstanding under the mortgage described in Section 5 of Article 1 hereof, as soon as the same may be redeemed under the terms of said respective mortgages, and will, as soon as all of the bonds issued under said respective mortgages have been paid, cause said mortgages to be duly can- celled of record. ARTICLE III. RETIREMENT OF BonpDs. Section 1. The Company reserves to itself, its successors and assigns, the right at its or their election to retire the whole or any Mio of the bonds issued hereunder, on the ........ day of eset as , 19.., and on any interest maturing date thereafter, at 105% of par plus accrued interest. In the event the Com- pany elects to retire the whole or any part of said bonds on any such interest maturing date, it shall at least ten weeks prior to the date of retirement notify the corporate trustee of such election and the corporate trustee shall, if the amount of bonds to be retired be less than the entire amount outstanding, choose the bonds to be retired by lot and notify the Company of the numbers of the bonds so chosen within one week after receipt of such notice. The Company shall in all cases of retirement of bonds hereunder give notice by publication in some news- paper of general circulation published in the City of ........ } Ohio, and in some newspaper of general circulation published in the City of New York, N. Y., which notice shall state that the Company will retire the bonds chosen for retirement, on the : : 359 FORMS—CORPORATE MORTGAGES. Form 119 date fixed therefor, naming the price at which same are to be retired, upon presentation and surrender of such bonds, with | all unpaid coupons thereto belonging, at the office of the cor- porate trustee in the City of ........ , Ohio. Such notice shall _ be published once each week for eight weeks prior to the date fixed for such retirement. In all cases in which less than the entire amount of bonds are chosen for retirement the published notice of retirement shall contain the numbers of the bonds so chosen. In all cases of retirement of bonds the Company shall, on or before the date fixed for retirement, deposit with the cor- porate trustee sufficient money to pay the retirement price of said bonds and accrued interest on the principal thereof to date of retirement. Said notice having been given in the manner aforesaid and sufficient money to retire all bonds called for re- tirement at the rate specified having been deposited with the corporate trustee, if the holder or holders of any bond or bonds so called for retirement fails to present the same for retirement at the time and place in said notice specified, such bond or bonds shall thereafter cease to bear interest and the corporate trustee shall credit to each of such bonds as may not be so presented, designated by the number thereof, a sum of money equal to such retirement price plus the interest accrued thereon to the date fixed for retirement as aforesaid and remaining un- paid and said credit shall be treated as full payment for each such bond and the coupons thereto belonging as between the Company and the holder thereof, and said sum so credited by the corporate trustee to bonds which have not been presented for retirement shall bear no interest, and thereupon and there- after said bonds and all coupons thereto belonging shall be ex- cluded from participation in the lien and security afforded by these presents and the holder thereof shall look for the payment of such bonds and accrued interest only to sums so credited thereto in the hands of the corporate trustee and in no event to the Company, and the Company shall, as to all such bonds be released from liability in respect thereof, but said sums so de- posited shall be held by the corporate trustee to the credit and for the payment of said bonds and the interest thereon and shall be paid by the corporate trustee to the holders thereof on pre- Form 110 OHIO PRIVATE CORPORATIONS. 360 sentation and delivery ‘to it of said respective bonds, together with all outstanding coupons thereto belonging. Section 2. Upon presentation to the corporate trustee, can- ‘celled, of all said authorized issue of bonds and coupons which at the time shall have been issued and outstanding, or upon ~ presentation of a portion thereof, cancelled, all of said bonds having been called for retirement under the provisions of this — article and the corporate trustee having credited to all such bonds as have not been presented for retirement the retirement price thereof and the interest thereon, the trustees shall cancel and discharge this mortgage or deed of trust as fully and to the same effect as if the total issue of said bonds and coupons ~ had been duly paid by the Company at maturity thereof. All bonds retired under this article, together with the coupons thereto belonging, shall be forthwith cancelled by the corporate trustee. All costs, charges and expenses incurred by the cor-— porate trustee hereunder with respect to the retirement of bonds shall be paid by the Company. ARTICLE IV. REMEDIES OF TRUSTEES AND BONDHOLDERS. Section 1. The Company covenants and agrees that it will not directly or indirectly extend, or consent to the extension of, the time of payment of any coupon or claim for interest upon — any of the bonds issued hereunder and that it will not directly — or indirectly be a party to or approve any arrangement there- for by purchasing or funding the same in any other manner. In case the payment of any such coupon shall be extended by — or with the consent: of the Company, such coupon or claim for interest so extended shall not be entitled, in case of default here- under, to the benefit or security of this indenture except subject to the prior payment in full of the principal of all outstanding bonds, ‘and of all coupons of such bonds the payment of which — has not been so extended, the intention being to prevent any accumulation after maturity of coupons upon the bonds issued — hereunder. | Section 2. In case default shall be made (a) in the pay- — ment of any interest upon any bond or bonds secured hereby, — and outstanding, and such default shall continue for the — veriod of three months, or (b) in the performance or observ- — 361 FORMS—CORPORATE MORTGAGES. Form 110 ance of any other covenant or condition: herein contained to be performed or observed by the Company and such default shall have continued for a period of four months after demand by the trustees of performance or observance, then and in either ‘such case the trustees may, and upon the written request of the holders of 35% of the bonds hereby secured and then out- standing, shall, by notice in writing delivered to. the Company declare the principal of all the bonds secured hereby and then out- standing to be ‘due and payable immediately, and upon any such declaration the same shall become and be due and payable im- mediately, anything in this indenture or in said bonds to the contrary notwithstanding. This provision, however, is subject to the condition that if at any time after the principal of said bonds shall have been declared due and payable, the default for which such declaration was made and all other defaults, if any, shall be cured, before any sale of the trust estate, then and in every such case the holders of a majority in value of bonds hereby secured and then outstanding, by written notice to the Company and to the trustees, may waive such defaults and their consequences, but no such waiver shall extend to or affect any subsequent default or impair any right consequent thereon. In case the trustees shall have proceeded to enforce any right under this indenture by foreclosure or otherwise, and such proceedings shall have been discontinued or abandoned because of such waiver or for any other reason, or shall have been determined adversely to the trustees, then and in every such case the Com- pany and the trustees shall be restored to their former position and rights hereunder in respect to the trust estate and all rights, ‘remedies and powers of the trustees shall continue as though no ‘such proceeding had been taken. | Section 3. In case (1) default shall be made in the pay- ment of any principal of any bonds hereby secured, or in case (2) default shall be made in the due and punctual payment of ‘interest upon any bonds secured hereby, and such default shall continue for the period of three months, or in case (3) default shall be made in the due observance or performance of any other ‘covenant or condition hereby required to be observed or per- formed by the Company and such default shall continue for four months after written demand by the trustees, then and in Form 110 OHIO PRIVATE CORPORATIONS. 362 every such case the trustees, personally or by attorneys, in their discretion may (a) enter in, into and upon and take possession of the trust estate and every part thereof, and may exclude the Company therefrom, and have and hold the same and use, oper- ate, manage and control the trust estate, and manufacture, supply and sell electricity and all articles, things, and products manufactured, produced or supplied by the Company in its busi- hess, execute any and all contracts, leases and undertakings, and in general conduct and carry on the business of the Company as fully as it could do if in possession thereof, and exercise all law- ful franchises and powers of the Company, and upon every such | entry the trustees at the expense of the trust estate from time to time, by purchase, repair or construction, may maintain, restore and repair the trust estate, and any part or parts thereof and in the same manner and to the same extent as is usual with Companies of like character similarly situated, and make all necessary and proper renewals, replacements, alterations, addi- tions, betterments and improvements thereto and thereon as to the trustees may seem judicious or convenient, and in such case the trustees shall be entitled to collect and receive all tolls, earnings, incomes, revenues, rents, issues and profits of the trust estate and of every part thereof and of the business thereof and after deducting the expenses of operating the trust estate and conducting the business thereof and of all repairs, renewals, re- placements, alterations, additions, betterments and improve- ments, and all payments which may have been made for taxes, assessments and other prior or proper charges upon the trust estate, or any part thereof, and all liability incurred by the trustees hereunder, as well as just and reasonable compensation for the services of said trustees, and for the services of their attorneys and all agents, clerks, servants and other employees by them engaged and employed, they shall apply the moneys arising as aforesaid as follows: In case the principal of the bonds heréby secured shall not have become due by declaration or otherwise, then to the payment of the accrued and unpaid interest upon said bonds in the order of the maturity of the respective installments thereof, with interest thereon at the same rate of interest as borne by the bonds upon which such interest shall be in default, such payments to be made ratably to the 363 FORMS—CORPORATE MORTGAGES. Form 110 persons entitled thereto without distinction or preference; in case the principal of the bonds hereby secured shall have be- come due by declaration or otherwise, then to the payment of the principal and accrued interest in the manner provided in Section 12 of this Article, and upon the payment of whatever may be due for principal and interest upon such bonds and pay- ment of other charges required to be paid by the Company under the terms of this indenture, the premises shall be returned to the Company, subject however to the lien, covenants and conditions of this mortgage, in all respects, as if said entry had never been made. This power of entry may be exercised as often as occa- sion therefor may arise during the continuance of the trust ereated hereby; or (b) sell to the highest bidder all or any part of the trust estate, and all right, title, interest, claim and de- mand therein and right of redemption thereof in one lot as an entirety or in separate lots as the trustees may deem best, and in one sale or in any number of separate sales, held at one time or any number of times, which said sale or sales shall be made at public auction at such place in the City of ........ , Ohio, and at such time or times and upon such terms as the trustees may fix and briefly specify in the notice of sale to be given as herein provided, or as may be provided by law, provided, al- ways, that such sale or sales may be at such place or places and in such other manner as may be authorized or required by law; or (c) and upon request of the holders of 85% in value of the bonds outstanding hereunder shall proceed to protect and en- force their rights and the rights of the bondholders under this indenture but a suit or suits in equity or at law, whether for specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other proper legal or equitable remedy as the trustees, being advised by their counsel learned in the law, shall deem most effectual to protect and enforce the rights aforesaid. Section 4. Nothing in this indenture contained, or other- wise, shall be construed as requiring the trustees or bondhold- ers to resort to any particular property mortgaged hereunder or to waive any particular remedy for the purpose of procur- ing the satisfaction of the indebtedness hereby secured, but the ‘Form 110 OHIO PRIVATE CORPORATIONS. 364 trustees and the bondholders may resort to all or any part of the trust estate, or enforce all or any of the rights herein pro- vided or which may be given by statute, law or equity or oth- erwise, in the absolute discretion of the trustees or the bond- holders as the case ‘may be. Section 5. Notice of any sale by the trustees pursuant to any provision) of this indenture shall state the time when and place where the same is tobe made and shall contain a brief general description of the property to be sold and shall be suf- ficiently given if published once each week for six consecutive weeks prior to such| sale in one daily newspaper published in the City of ...., Ohio, and once each week for six consecutive _ weeks in one daily newspaper published in the City of New York, N. Y.; provided that if other or different notice shall be provided by law the notice thus required shall: be given. Section 6. The trustees from time to time may adjourn any sale or sales to be by them made under any provision of this in- denture by announcement at the time and place appointed for such sale or adjourned sale or sales, and without further notice or publication they may make such sale or sales at the time and place to which the same may be adjourned. Section 7. Anything in this indenture contained to the con- trary notwithstanding, the holders of a majority in value of the bonds hereby secured and then outstanding, from time to time, shall have the right to direct, subject to the limitations above described, the method and place of conducting any and_all pro- ceedings for the sale of the trust estate, or for the foreclosure of this indenture-or for the appointment of a receiver, or the taking of any other proper action hereunder, Section 8. Upon the completion of any sale or sales under this indenture the trustees shall execute and deliver to the ac- cepted purchaser or purchasers’ ‘all such’ deeds, conveyances, bills © of sale or other instruments in writing as may be requisite, con- venient, necessary or desirable to vest in the purchaser or purchasers the complete title to the property sold. The trustees and their successors are hereby appointed the true and lawful attorneys irrevocable of the Company, in its name and stead, or otherwise, to make,. execute, acknowledge and deliver all. such deeds, conveyances, bills of sale; and other written instruments P : a — aha Ni =o _ . = a _— . ee a ee ee ee ee ee Le ee ee ee ee, a ee ee ae ; ; ‘ a ‘ 365 FORMS—CORPORATE MORTGAGES. Form 110 as may in the judgment of the trustees be necessary or proper to vest title in such purchaser or purchasers, the Company hereby ratifying and confirming all that its said attorneys shall lawfully do by virtue hereof. Section 9. Any such sale or sales made under or by virtue of this indenture, whether under the power of sale hereby granted and conferred, or under and by virtue of judicial proceedings, shall operate to s...:4 » (..) percent of the par value of said bonds, plus accrued interest to date of sale. (b) To distribute the proceeds thereof upon the receipt of the same, in the event of a sale by said Managing Committee, among the persons and parties entitled thereto, in accordance with the provisions of this agreement. (c) To distribute the interest collected upon said bonds among the persons and parties entitled thereto, in accordance with the provisions of this agreement. SECOND. It is mutually understood and agreed that said Managing Committee shall have power and authority, during the term of this agreement, to sell said bonds, or any or all thereof, so delivered to said Depositary, at a price not less than ......-- 387 FORMS—BONDHOLDERS’ AGREEMENT. Form 111 (..) percent of the par value of said bonds, plus accrued inter- est to date of sale, by the unanimous agreement of the members of said Managing Committee, and in the event of a sale being made as aforesaid, the proceeds thereof shall be paid to the said Depositary. - The Managing Committee shall have authority and power to enter into contracts or to give options for the sale of said bonds, at not less than the price aforesaid, during the term of this agreement. e THIRD. The Depositary, upon the deposit of bonds here- under, agrees to issue to said Bondholders certificates showing the interest of said Bondholders in and to said bonds, or the proceeds thereof, and the said certificates to be issued by the Depositary shall be in such form and contain such terms as the Depositary shall decide, subject at all times to the terms of this agreement. Said certificates, however, shall be in assignable form, subject to such rules with reference thereto as the De- positary may establish. FOURTH. It is further understood and agreed that the Depositary shall have authority, during the term of this agree- ment, to collect and receive all moneys due and paid upon said interest coupons attached to said bonds aforesaid, and as and when such interest is paid to it, shall distribute the same, with- in ten (10) days after the receipt thereof by the Depositary, to the persons entitled thereto, as evidenced by said certificate of deposit aforesaid. The persons entitled to such interest, or to the proceeds of the sale of said bonds in case of their sale as herein provided, or to any bonds in the possession of the Depos- itary remaining unsold at the expiration or termination of this agreement, shall be the certificate holders of record at the date of the maturity of said coupons, or of. the sale of said bonds, or any part thereof, or of the expiration or termination of this agreement. FIFTH. It is further understood and agreed that the said Depositary shall not, until the expiration or termination of this contract, deliver any of the bonds so placed in its hands, or any part thereof, to any of the parties hereto, except to said Manag- Ing Committee, and to said Managing Committee only for the Purpose of sale as herein provided, and then only upon receipt Form 111 | OHIO PRIVATE CORPORATIONS, — 388 e by said Depositary of the proceeds of the sale of said bonds, in — the event of any such sale, and that in case said bonds, or any thereof, are sold as herein provided, said Depositary shall de- liver the same to the Managing Committee, upon receiving the proceeds of the sale of said bonds; and that in case said bonds are not sold on or before the expiration or termination of this — agreement, the said Depositary shall deliver said bonds to the — holders entitled thereto, according to the provisions: of this con- tract and the certificates issued in pursuance hereof, upon the surrender of said certificates by the holders thereof. r SIXTH. In case of the death, resignation or inability to act of either or any of said members of the Managing Committee during the term hereof, the surviving member or members of said Managing Committee shall have the power. to appoint a successor or successors; and in case of the death, resignation or inability to act of all the members of said Managing Committee, the said Depositary shall have authority to choose and appoint a Managing Committee. SEVENTH. The certificates of deposit to be issued under this agreement shall be transferable only by- assignment in writing on the back thereof, which assignment shall be witnessed. and shall transfer all interest in said certificate so assigned, — which assignment may be transferred subject to the rules and regulations of the Depositary and registered on its books, and a new certificate or certificates evidencing a like interest in said bonds, may be issued by the Depositary in lieu of the certificate so assigned. KIGHTH. It is expressly understood and agreed that there shall be no charge made against the depositing Bondholders here- under for any costs, expenses or services of the Depositary or the Managing Committee. NINTH. This agreement shall be binding upon the _ heirs, executors, administrators and assigns of the parties hereto, and as to the said Bondholders, the agreement of each is several and individual, and shall be binding upon such of said Bondholders as sign this agreement, without regard to the fact that the same may not be signed by all the owners of the first mortgage bonds of The .... Railway Company. The deposit of bonds or the acceptance, by assignment or otherwise, of certificates of deposit A 389 FORMS—BONDHOLDERS’ AGREEMENT. Form 111 as herein provided, shall constitute the persons, firms or cor- porations depositing said bonds or so accepting such certificates of deposit, parties hereto for all purposes, as fully as though such persons, firms or corporations had signed this agreement, or a duplicate hereof. TENTH. The Managing Committee agrees to act as such, and to faithfully discharge the duties imposed upon them as such Managing Committee; and the Depositary agrees to perform the duties herein delegated to it; it being understood and agreed, however, that no liability hereunder shall attach to the Managing Committee, or either member thereof, or to said Depositary, on account of any representation, statement or recital herein contained or made, or for the genuineness, regularity or authenticity of the bonds deposited hereunder, or for the hen or interest created thereby, and that beyond the obligation to perform their direct obligations assumed hereunder, said Man- aging Committee and the Depositary shall be liable to the Bond- holders only for want of good faith or failure to exercise reason- able care. ELEVENTH. All.actions to be taken hereunder by the Man- aging Committee shall be in pursuance of the unanimous agree- ment of the members: of said Committee. TWELFTH. This agreement shall be in force and: effect a , 19.., but may be terminated at any time by the Managing Committee, by written notice thereof signed by the Managing Committee and by the Depositary, and upon the ex- piration or termination of this agreement the bonds, or the pro- ceeds thereof, or both, represented by the certificates of deposit issued hereunder, shall then be distributed to the persons entitled thereto, as herein provided. THIRTEENTH. It is further agreed that, for convenience m executing the same, several copies of this agreement may be made, each of which shall be treated as an original, and that the signing of any of said copies shall constitute an execution of this contract by the person, firm or corporation signing the Same, to the same extent as if all the signatures made in: the execution of this agreement were affixed to a single copy thereof. In witness whereof, the Managing Committee and the Depos- itary have subseribed to’ an original hereof, and the said Bond- Form 112 - OHIO PRIVATE CORPORATIONS, 390 holders, parties of the second part, have subscribed said original or a counterpart thereof, all as of the day and year first above written. A. B. C..D. E. F. Managing Committee. The .... Trust Company, Depositary, BY 3285s Oy , Treasurer. Bondholders. Par Amount of Bonds. ey Pete se eee aie aT RAISE STITS «6ST 10 FRAO eidic oth ate terwne OnreP’ PTS 9 eG EIege” | Siam Se? tit a | Oe ee A) Pare el ole eee RSIS 9 FNS Oe COP Ty OTRAS. Stee ellfngs) "SAY Whe tiene eee STS 8 IV CSTE MMS OHsy: “ITT .pyyoy at} FRR Pere ore aeads ( Beltn ieee weet eee No. 112. Bond Holders’ Agreement; Corporation in Default for Interest on Mortgage Bonds. (See Sharp v. Oil Co., 232 Fed. 703.) - This agreement made and concluded at .... this .... day of TBF fh , 19.., by and between A. B., C. D. and E. F., herein- after termed the “Committee” parties of the first part, and such. holders of the first mortgage bonds of The .... Electric Railway Company secured by its mortgage dated ........ 3 UDiepired shall become parties hereto in the manner hereinafter provided, hereinafter termed “Bondholders,” parties of the second part, witnesseth, that Whereas, said The .... Electric Railway Company issued its first mortgage bonds dated ...... , 19.., secured by a mortgage executed by said Electric Railway Company to The .... Trust Company of .... as trustee and recorded ...., and said Elec-. tric Railway Company has made default in the payment of cer-: tain of its obligations, including the interest due on said bonds either , 19.., and receivers have been appointed for the property of said Electric Railway Company, and it is necessary that the holders of said bonds unite for the protection of their common interests: Now, therefore, the depositing bondholders, said par- 391 FORMS—BONDHOLDERS’ AGREEMENT. Form 112 ties of the second part, do hereby severally agree, each with” the other and others and with the committee, as follows, to wit: FIRST. This agreement shall be signed by the memebers of said committee and deposited with The .... Trust Company of ...+, hereinafter termed the “Depositary.” The holders of any of such mortgage bonds may become parties to this agreement. and obtain the benefits thereof by depositing, on the terms of this agreement, on or before such date as the committee may fix or limit, their bonds with the coupons for interest thereon due ...., 19.., and subsequent thereto. Registered bonds must be accom- panied by suitable transfers thereof. Such depositing bondholders shall receive certificates of deposit issued by said depositary for the bonds and coupons deposited, which certificates shall be in such form, and shall be transfer- able, subject to this agreement, in such manner as the committee shall approve. Upon the transfer of any certificate the transferee shall for all purposes be substituted for the prior holder under this agreement. Hach depositor hereunder, and each holder of a cer- _ tificate of deposit issued hereunder, and each transferee of any such certificate, shall be bound by all the provisions of this agree- ment as fully as if he had signed the same. The committee and the depositary may treat each certificate of deposit as a negotiable instrument and the holder for the time being as the absolute owner thereof, and shall not be affected by any notice to the contrary. The committee in its discretion, with or without prior publica- tion of notice, may fix or limit a date after which holders of such bonds shall not be entitled to deposit their bonds hereunder: and any such holders who fail to deposit their bonds and coupons on or before any date so fixed or limited will not be entitled to de- posit the same or to become parties to this agreement or to share in the benefits thereof, and shall acquire no rights hereunder; but the committee, in its discretion, either generally or in special in- stances, and on such terms and conditions as it shall prescribe, may, by a written direction filed with said depositary, extend the time for receiving deposits or authorize the receipt of any deposit at a later date, or waive any default. Each depositing bondholder, for himself, but not for the others, by the deposit of his bonds, assigns and transfers the bonds and Form 112 OHIO PRIVATE CORPORATIONS. 392 coupons deposited by him, to the committee and their survivors and their successors, as joint tenants, and agrees that the com- mittees shall be vested with all the rights and powers of owners thereof; and all bonds and coupons deposited shall be received and held by the depositary subject to the order of the committee. SECOND. The depositing bondholders authcrize and request the committee in its discretion, as owners and holders of said de- posited bonds, to demand, receive and collect the interest and prin- cipal of the deposited bonds; to declare due the principal of said bonds, and to revoke any such declaration; to request the trustee of said mortgage to institute foreclosure or other proceedings; to institute or become parties to any legal proceedings which any of the depositing bondholders may institute or become parties to, and to become parties to, or exercise control over, all legal pro- ceedings now pending or hereafter instituted in which the hold- ers of said bonds are or may be interested, including the right to apply for receivers or for the removal of receivers and the sub- stitution of other receivers; to exercise every right and power con- ferred upon owners or holders of said bonds by the terms thereof, or by the mortgage securing the same or otherwise; and generally to do any and all things which the committee in its discretion may deem necessary or expedient for any of the foregoing purposes, or for the protection of the interests of the depositing bondholders, or of the holders of the certificates issued hereunder, or for the purpose of carrying out any of the provisions of this agreement; it being hereby expressly declared that the specifica- tion of particular powers shall not be construed as limiting any of the general powers hereby conferred. THIRD. The committee may borrow such sums of money not exceeding in the aggregate three percent of the par value of the bonds which shall be deposited hereunder, as may be required for the purpose of paying the expenses incurred by the commit- tee hereunder, and the reasonable compensation of the committee, and it may charge or pledge the deposited bonds pro rata for the redemption of any sums borrowed; and if any sum shall be col- lected by the committee upon the deposited bonds and coupons the committee may apply such moneys to the payment of any sums so borrowed, and to the payment of such expenses and com- pensation. 393 FORMS—BONDHOLDERS’ AGREEMENT. Form 112 FOURTH. The committee is hereby authorized and em- powered to adopt, or approve of, a plan or agreement for the reor- ganization or readjustment of the interests of all or any of the bondholders and other creditors and parties interested in said rail- way company, which plan or agreement may provide for the purchase of all or any of the property of said railway company at any foreclosure or other sale and for the organization of a new Company to acquire such property and for the issue, disposition and distribution of all or any of the stock and bonds of such new Company, and for raising any sums in cash deemed necessary for improvements, working capital, expenses and other purposes. Any such plan or agreement may contain any terms and provisions and may confer upon the committee, or upon any other committee designated in such plan or agreement any powers which the com- mittee hereunder may deem reasonable and proper; and full power and discretion in that behalf is hereby conferred upon the committee, subject to the right of dissent and withdrawal next hereinafter referred to. When the committee shall have adopted or approved of any such plan or agreement, a copy thereof shall be lodged with the depositary hereunder, at its office in the city of ...., with the written adoption or approval thereof en- dorsed thereon by majority of the members of the committee, and thereupon a brief notice of the fact of the adoption or ap- proval of a plan or agreement of reorganization or readjustment shall be published by the committee at least twice in each week for two successive weeks in two newspapers published in the city . of ...., and such lodgement of said plan or agreement and publi- cation of notice thereof shall be conclusive notice to all depositing bondholders and to all holders of certificates of deposit of the adoption or approval of such plan or agreement by the commit- tee. Any then holders of certificates of deposit, who, within thirty days after the first publication of such notice, shall surren- der their certificates and pay a ratable amount of the obligations and expenses and reasonable compensation of the committee to the date of such surrender (not exceeding in the aggregate three Percent of the par value of the deposited bonds), shall there- Upon be entitled to withdraw from such plan or agreement and to receive from the depositary the respective bonds in respect of Which such certificates were issued (or a like amount of bonds Form 112 OHIO PRIVATE CORPORATIONS. 394 of the same issue) and any sums realized thereon remaining in the hands of the committee and such certificate holders by such : withdrawal shall thereupon and without any further act be re- — leased from this agreement and cease to have any rights here- y under or under such plan or agreement. All holders of certifi- — cates who shall not exercise such right within said thirty days after such first publication to withdraw the bonds in respect of — which their certificates were issued shall be conclusively deemed — to have finally assented to and adopted such plan or agreement (whether they had actual notice or not), and shall be bound by all the terms and provisions thereof without further act or notice — and the committee shall be fully authorized to carry out such plan or agreement irrespective of the parties withdrawing, and shall — have full power and authority to use, transfer or deliver, under or in accordance with such plan or agreement, the deposited bonds and coupons, which shall not have been withdrawn as aforesaid, as fully as though such plan or agreement were a part hereof and had been expressly assented to by the depositing bond- holders and the holders of the certificates of deposit issued here- under. é FIFTH. The committee undertakes in good faith to en- deavor to protect the interests of the depositing bondholders” under this agreement, but the members of the.committee assume no further responsibility. In case the committee for any cause should deem it inexpedient to proceed further under this agree- ment, it shall cause notice thereof to be published at least twice in two newspapers in the city of ........ , and shall return to the holders of certificates of deposit issued hereunder the bonds repre-— sented by such certificates (or like amount of bonds of the same issue) and any sums realized thereon remaining in the hands of — the committee, upon surrender of the respective certificates of deposit and payment of ratable amounts of the obligations, ex- penses and reasonable compensation of the committee. SIXTH. The committee may employ such counsel, attorneys and agents as it may deem necessary and may fix the compensa- tion for their services and may make such other expenditures as it shall deem necessary for any of the purposes of this agree- ment, and it may procure the performance of any of the matters herein provided for by agents, trustees or substitutes. 895 FORMS—BONDHOLDERS’ AGREEMENT. Form 112 In all cases a majority of the members of the committee, pres- ent in person or by proxy, shall constitute a quorum, but no ac- tion shall be taken except with the assent of the majority of the whole committee, such assent being given in person or by proxy at a meeting, or in writing without a meeting. Such action of a majority shall constitute the action of the committee, and shall have the same effect as if assented to by the whole committee. The committee shall keep a- record of its acts and proceedings. Any member of the committee, by written appointment, may empower any other member of the committee, or any person ap- proved by a majority of the remaining members of the commit- tee, to vote and to act as his proxy with all the powers of the member making the appointment. Any member of the com- mittee may at any time resign by giving notice in writing tu the chairman or secretary of the committee, and the committee may settle any account or transaction with such member or with the personal representatives of a deceased member and give a full release and discharge upon any such resignation. Any vacancy in the committee caused by resignation, death, or other- wise, may be filled by appointment in writing by a majority of the Temaining members; and the committee may in like manner add to its number by appointing an additional member or additional members. All title, rights, duties and powers vested in the com- | mittee hereunder shall from time to time vest in the members of the committee for the time being without any further appoint- ment, transfer or assignment whatsoever. The present or future Members of the committee may be or become pecuniarily in- terested in any of the bonds or matters which are the subject of this agreement including the right to become members of any Syndicate formed in connection therewith. SEVENTH. No member of the committee shall be liable in any case for the acts of the other members or of the depositary, nor for the acts of any attorney, trustee or agent selected in good faith, nor shall any member be personally liable for any error of iidement, or mistake of law, but each shall be liable for his Own willful malfeasance. The members of the committee shall be entitled to receive reasonable compensation for their serv- tees. The holders of certificates of deposit, by receipt of any Securities or cash distributed by the committee and surrender of Form 112 | OHIO PRIVATE CORPORATIONS. — 396 their certificates, release and er the committee from all liability. This agreement shall extend to and be obligatory upon respective heirs, executors, administrators, successors and as- signs of the parties hereto. ” In testimony whereof, the members of the biirmitiies have hereunto set their hands the day and year first above written and the parties of the second part have executed this agreement by depositing their bonds and coupons and accepting certificates of deposit eratifr. a 397 CONSTITUTIONAL PROVISIONS. Art. VIII, § 5 1 PART II. CONSTITUTION OF OHIO. PROVISIONS AFFECTING CORPORATIONS. Article Article VIII, §4. Credit of state. The XIII, §1. Corporate powers. state shall not become 2. Corporations, how formed. joint owner or _ stock- §3. Dues from corporations, holder. how secured. §5. No assumption of debts § 4. Taxation of corporations. by the state. §5. Right of way. § 6. Counties, cities, towns or §7. Associations with bank~ townships not author- ing powers. ized to become. stock- holders. Art. VITI. §4. Credit of state. The state shall not be- come joint owner or stockholder.—The credit of the state shall not, in any manner, be given or loaned to, or in aid of, any individual association or corporation whatever; nor shall the state ever hereafter become a joint owner, or stockholder, in any company or association in this state, or elsewhere, formed for any purpose whatever. Under the constitution of 1802 the general assembly was authorized to aid in the construction of internal improvements by subscriptions to the stock of corporations created for such purpose, and to levy taxes to pay therefor; and to authorize political subdivisions of the state to subscribe to such stock, and to levy taxes to pay therefor. Cincinnati, ete., R. R. Co. v. Commissioners, 1 O. 8. 77 (1852); Steubenville, ete., R. R. Co. v. Trustees, 1 O. 8S. 105 (1852); Loomis vy. Spencer, 1. O. S. 153 (1853); Cass v. Dillon, 2 0. S. 607 (1853); Thompson v. Kelly, 2 0. S. 647 (1853); State ex rel. v. Commissioners, 6 O. 8. 280 (1856); State ex rel. v. Van Horne, 7 O. 8. 327 (1857); State ex rel. v. Trustees, 8 O. S. 394 (1858); Weaver v. Cherry, 8 O. S. 564 (1858); State ex rel. v. Commissioners, 11 O. S. 183 (1860); State ex rel. v. Commissioners, 12 0. S. 596 (1861); Trustees v. Springfield, ete, R. R. Co., 12 O. S. 624 (1861) ; Commissioners v. Nichols, 14 O. 8S. 260 (1863) ; Fosdick v. Perrysburg, 14 O. S. 472 (1863); Walker v. Cincinnati, 21 0. 8. 14 (1871). An agricultural society is of a public character, not for profit, ! public aid is not prohibited by this section. State ex rel. v. 3 erns, 104 O. S. 550 (1922); Commissioners v. BLOWIN Milne oe ee Ss 897; 14 L. D, 241 (1903). $5. No assumption of debts by the state—The state shall never assume the debts of any county, city, town, or township, or of any corporation whatever, unless such debt Shall have been created to repel invasion, suppress insurrec- Mon, or defend the state in war. See Walker vy. Cincinnati, 21 0. S. 14, 52 (1871). Art. VIII, § 6 OHIO PRIVATE CORPORATIONS. 398 §6. Counties, cities, towns or townships not authorized to become stockholders.—No laws shall be passed authorizing any county, city, town or township, by vote of its citizens, or otherwise, to become a stockholder in any joint stock com-— pany, corporation, or association whatever; or to raise money for, or to loan its credit to, or in aid of, any such company, corporation, or association; provided, that nothing in this section shall prevent the insuring of public buildings or prop- erty in mutual insurance associations or companies. Laws may be passed providing for the regulation of all rates charged or to be charged by any insurance company, cor-— poration or association organized under the laws of this state or doing any insurance business in this state for profit. (As ,amended 1912, in effect January 1, 1913.) This section prohibits business partnership with private corporations, but does not prohibit the state or its subdivisions from making improve- ment on its or their sole account. Walker vy. Cincinnati, 21 0. 8. 14, 54, 55 (1871). . Acts held invalid under this section. Authorizing counties, etc., to levy. certain taxes to build a railroad, to be used as a part of the system of a private corporation (69 v. 84). Taylor v. Commissioners, 23 O. S. 22 (1872). See Wyscaver v. Atkinson, 37 O. S. 80 (1881). ; Authorizing municipalities to contract with a private corporation to build a waterworks and lease it back to the municipality. Alter v. — Cincinnati, 56 O. S. 47 (1897). A municipal grant to a street railway company of the right to operate a subway or street railway, owned by the municipality, jointly with a system of railways owned by the company, which provides that — the gross receipts from operation of the properties shall be used for the payment of existing and future issued securities of the railway ~ company. State v. Railway, 97 O. S. 283 (1918). Use, by street railway company, of municipal water pipes for re- turn circuit of electric current. Dayton v. Railway, 12 L.. D; 258. Authorizing a municipality to use money, raised by the sale of its bonds, in renewing or reconstructing the tracks and equipment of a street railway company. Cincinnati v. Harth, 101 O. S. 344 (1920). Board of education paying mutual telephone company assessments. — Opins. Atty. Gen. 1922, p. 620. * A municipality can not purchase land for the purpose of donating — it to a corporation or person as an inducement to build and operate a manufacturing plant therein. Markley v. Mineral City, 58 O. S. 430 (1898); Rep. Atty. Gen, 1911-1912, p. 388. } A municipal ordinance providing for a supply of free electric cur- rent from the municipal lighting plant to aid a corporation in re- building a plant destroyed by fire, is in violation of this section. Rep. Atty. Gen..1913, p. 1484. Laws and transactions held valid under this section. Authorizing county commissioners to purchase toll roads (G. C. § 7405). Ferris v. Commissioners, 9 C, C. n. s. 169; 19 C. D. 622 (1907); affd. no rep. 80 O. 8. 755. Authorizing county commissioners to construct roads (64 v. 80). State v. Commissioners, 17 O. 8. 558 (1867). | 399 CONSTITUTIONAL PROVISIONS. Art. XIII, § 1 Ordinance authorizing appropriation of land, to enable county com- missioners to build an avenue thereon. Purcell v. Riverside, 1 C. C. 12; 1 ©. D. 7 (1885). ; Authorizing municipalities to build railroads within their municipal limits (66 v. 80). Walker v. Cincinnati, 21 O. 8S. 14 (1871). See Cin- cinnati v. Taft, 638 O. S. 141 (1900); Trustees v. Insurance Co., 138 U. 8. 69; 6 O. F. D. 686 (1891). Providing for the sale of a railroad owned by a municipality. Cincinnati v. Dexter, 55 O. 8S. 93 (1896). A lease by a municipality of terminal facilities of a railroad owned by it. Cincinnati v. Ferguson, 12 L. D. 439 (1902); affd. no rep. 66 O, 8. 658. __ Operation by private company of municipal owned railroad, under @ lease. Railway v. Railway, 3 N. P. n. s. 109; 16 L. D. 777 (1904). Deposit of public funds in public depositories. State v. Bowers, 4 C, C. n. s. 345; 16 OC. D. 326 (1903); affd. no rep. 70 0. 8. 423. Public aid to agricultural societies. Commissioners v. Brown, BON. P. n. s. 357; 14-L. D, 241 (1903). Application of certain fines and penalties to the aid of a law library association not for profit, whose library is open for use by judicial and other public officials. State v. Sayre, 90 O. S. 215 (1914). Art. XIII. §1. Corporate powers.—The general assembly shall pass no special act conferring corporate powers. Scope of section. No distinction can be made between private and municipal corporations, and the inhibition extends as well to the con- ferring of additional powers on an existing corporation as to the creation of a new one. State ex rel. v. Mitchell, 31 O. S. 592, 607 (1877). Sections are prospective only. The sections of Art. XIII are pros- pective and not retrospective in their intent and application. Citizens Bank v. Wright, 6 0. S. 318 (1856); State ex rel. v. Roosa, 11 O. S. 16 (1860); State ex rel. v. Trustees, 8 O. S. 394 (1858). _ Acts held to be in violation of this section. Authorizing the reor- ganization of one corporation. Atkinson v. M. ©. R. R. Co. 1570; S. 21 (1864), ___ Authorizing one municipality to issue bonds for repair of a hospital and to levy a tax for their payment. Cincinnati v. Trustees, 66 O. 8. 440 (1902). See also Stat@ ex» rel. v. Cincinnati, 23 0. S. 445 1872) ; State:ex rel. v. Davis, 23 O. S. 434 (1872). Dividing cities, having substantially the same conditions and char- acteristics, into. classes and grades so that each city is placed in a class or grade by itself, and conferring corporate power on a single city by Such classification. State ex rel. v. Jones, 66 O. S. 453 (1902); State x rel, v. Beacom, 66 O. 8, 491 (1902); __ Acts held not to violate this section. Permission to surrender cor- porate powers. P. & O. Canal Oo. v. Commissioners, 27 O. 8. 14 (1875). 3 An ordinance of a municipality permitting a street railway com- (1882) °° extend its tracks. Sims v. Street Railroad Co., 37 O. S. 556 to Ai fair and reasonable classification of street railway corporations, ai. ich an extension of franchises might be granted by municipalities. Mallway v. Horstman, 72 O. 8. 93, 105-107 (1905). Permission to building and loan associations to receive, under some Art. XIII, § 3 OHIO PRIVATE CORPORATIONS. 400 : circumstances, usurious. rates for loans. Brooklyn, ete., Co. v. Des- noyers, 4 C. C. n. s. 337, 343; 16 C. D. 352 (1904); Cramer v. Loan & Tr. Co., 72 O. 8. 395 (1905). Providing for the abandonment of a state canal and for leasing it to oN railroad company. Vought v. Railroad Co., 58 O. 8. 123 §2. Corporations; how formed.—Corporations may be formed under general laws; but all such laws may, from time to time, be altered or repealed. Corporations may be classified and there may be conferred upon proper boards, commissions or officers, such supervisory and regulatory pow- ers over their organization, business and issue and sale of stocks and securities, and over the business and sale of the | stocks and securities of foreign corporations and joint stock companies in this state, as may be prescribed by law. Laws may be passed regulating the sale and conveyance of other ~ personal property, whether owned by a corporation, joint stock company or individual. (As amended 1912, in effect January 1, 1913.) This section must be construed in connection with section 2, article | 1, which provides that “no special privileges or immunities shall ever be granted that may not be altered or repealed.’’ Shields v. State, 26 O. S. 86, 94 (1875). What are general laws. See State ex rel. v. Sherman, 22 O. S. 411 (1872). Consolidated companies subject to this section. Consolidated com- panies organized in pursuance of the general laws are subject to this | section. Shields v. State, 26 O. 8. 86 (1875); (affirmed 95 U. S. 319). |) Power to regulate rates of fare. Under this section the general assembly has power to alter and regulate rates of fare chargeable by com- mon carrier companies. Shields v. State, 26 O. S. 86 (1875); (affirmed 95 U. 8. 319). Right to alter or repeal. The property of a corporation can not be taken without due process of law under authority of this section: State v. Lake Erie Iron Co., 33 W. L.’B. 6; 51.0. S. 632 (1894). A corporation is a “person” within the 14th amendment of the fed- eral constitution forbidding the deprivation of property without due process of law. Oovington, ete., Co. v. Sandford, 164 U. S. 578 (1896). Vested rights. The inalienable right to acquire, hold and dispose of property, and to make contracts relating thereto, appertains to cor- porations as well as to individuals. Stewart v. Gardner, 10 C. C. n. s. 408; 20 C. D. 218 (1907); affd. no rep. 78 O. S. 451; Shaw v. Railway Co., 173 Fed. 746, 751; 8 O. L. R. 48, 49 (C. C. A. 1909); Ohio ex rel. v. Neff, 52 0. S. 375 (1895). §3. Dues from corporations; how secured.—Dues from private corporations shall be secured by such means as may be prescribed by law, but in no ease shall any stock- holder be individually liable otherwise than for the unpaid oe AOL CONSTITUTIONAL PROVISIONS. Art. XIII, § 3 stock owned by him or her; except that stockholders of cor- porations authorized to receive money on deposit shall be held individually responsible, equally and ratably, and not one for another, for all contracts, debts, and engagements of such corporations, to the extent of the amount of their stock therein, at the par value thereof, in addition to the amount invested in such shares. No corporation not organized under the laws of this state, or of the United States, or person, partnership or association shall use the word ‘‘bank’’, “banker’’ or ‘‘banking’’, or words of similar meaning in any foreign language, as a designation or name under which business may be conducted in this state unless such corpora- tion, person, partnership or association shall submit to in- spection, examination and regulation as may hereafter be provided by the laws of this state. (As amended September 3, 1912, in effect January 1, 1913.) Prior to 1903 a double liability was imposed on stockholders of all corporations. In 1903 the double liability was abolished, but was re- stored as to bank stockholders in 1912. _ The amendment of 1912, restoring the double liability as to state bank stockholders, is self-executing. Lang v. Osborn Bank, 100 O. S. 51 mvl9) s. ¢.5-17 N. P. n.'s. 286, 25 L. D. 246 (1914). But in respect to the restriction of the use of the word ‘‘bank’’ ‘the amendment became effective only upon the enactment of laws. Rep. Atty. Gen. 1912, p. 710. See § 710-3. The liability of bank stockholders is for double the amount of their subscription, and not merely double the amount paid in. Rep. Atty. Gen. 1912, p. 708. Stockholders in a bank organized after 1903 and prior to January 1, 1913, who acquired their stock during the, same period, are liabla for debts incurred subsequent to January 1, 1913. The constitutional amendment of 1912 does not violate Art. 1, Sec. 10 of the Federal Constitution. Allen v. Scott, 104 O. S. 436 (1922) affirming, 15 Ohio a State v. Putnam County Banking Co., 22 N. P. n. gs. 201 The stockholders of a bank organized in 1889 are liable to a double assessment for debts now existing which were incurred prior to November 23, 1903, and subsequent to January. 1, 1913, but not for debts incurred between November. 23, 1903, and January 1, 1913. State v. Osborn Bank, 17 N. P. n. s. 236; 25 L. D, 246 (1914); Opins. Atty. Gen. 1915, p. 127; Lang v. Osborn Bank, 100 O. 8. 51 (1919). The amendment of 1903 (see 95 v. 961) was held to be self-executing 80 as to repeal by implication the statutes then in force and to relieve Stockholders from’ double liability for debts incurred by the corporation Subsequent to November 23, 1903. Sheets Mfg. Co. v. Neer Mfg. Co., aN. P.vn. sg, 201; 17 L. D. 119 (C. P. 1906). ; The former provision imposing a double liability on stockholders in a! corporations has been held not to be self-executing so as to sustain 4m action to enforce liability in federal courts against nonresidents, peere no proceeding had been brought in Ohio under G. C. § 8690 I Seq. Middletown N. B. v. Railway Co., 197 U. S. 394 (1905); Tvine vy, Elliott, 203 Fed. 82 (D. C. 1913); For decisions under this section prior to amendment of 1903 see: Art. XIII, § 7 OHIO PRIVATE CORPORATIONS. 402 | State ex rel. v. Sherman, 22 O. S. 411 (1872); Kreisser v: Ashtabula, ete., Co. 2 C. OC. n. s. 597; 14 O. D. 313 (1901). §4. Corporate property subject to taxation—The prop- erty of corporations, now existing or hereafter created, shall forever be subject to taxation, the same as the property of individuals. Double taxation prohibited. The limitation in this section and in article 12, section 3 of the constitution prohibit the double taxation of corporations. Cleveland Trust Co. v. Lander, 62 O. S. 266, 280 (1900). But such limitations apply only to the taxation of property, not of privileges and franchises. An additional tax may be imposed upon franchises, Southern Gum Co. vy. Laylin, 66 O. S. 578, 596 (1902). Property. What constitutes. A corporate franchise is not prop- erty. Exchange Bank v. Hines, 3 O. S. 1, 7 (1853); Baker v. Cincin- nati, 11 O. S. 540 (1860); Ashley v. Ryan, 49 O. S. 525. §5. Right of way.—No right of way shall be appropri- ated to the use of any corporation, until full compensation therefor be first made in money, or first secured by a deposit of money, to the owner, irrespective of any benefit from any improvement proposed by such corporation; which compen- sation shall be ascertained by a jury of twelve men, in a court of record, as shall be prescribed by law. See Const., article I, §19. G. C. §§ 8759, 8760, 11038 et seq. § 7. Associations with banking powers.—No act of the general assembly, authorizing associations with banking pow- ers, Shall take effect until it shall be submitted to the people, — at the general election next succeeding the passage thereof, and be approved by a majority of all the electors, voting at such election. The words “banking powers” in this section relate only to the power to issue notes and bills intended to circulate as money. The incorpora- tion of banks of deposit and discount may be authorized by the legisla- ture without a referendum. Dearborn v. Bank, 42 O. S. 617 (1885); Bates v. Peoples, ete., Assn, 42 O. S. 655 (1885). See also Forest City, etce., Ass’n v. Gallagher, 25 O. S. 208, 216 (1874). 403 GENERAL CODE PROVISIONS. G. C. § 154-39 PART IV. MISCELLANEOUS STATUTORY PROVISIONS. § 32. Seal; of what it may consist. § 176. Fees to be collected by secre- te. §121. Bankers ineligible to act as tary of sta notaries in certain cases. § 177. Fees to be paid. before filing § 154-39. Department of commerce, or record. powers and duties. Section 32. (Seal; of what it may consist.) Where an Official or a corporate seal is required to be affixed to an instrument of writing, an impression of such seal upon either wax, wafer or other adhesive substance, or upon the paper or material on which such instrument is written, shall be alike valid and sufficient. Private seals are abolished, and the affixing of what has been known as a private seal to an instrument shall not give such instrument additional force or effect, or change the construction thereof. (R. S. Sec. 4; April 14, 1884, 81 v. 198; 80 v. 79; Rev. Stat. 1880; 29 v. 349, §1; S. & C. 1385.) Section 121. (Bankers, etc., ineligible to act as notaries in certain cases.) No banker, broker, cashier, director, teller or clerk of a bank, banker or broker, or other person holding an official relation to a bank, banker, or broker, shall be competent to act as notary public in any matter in which such bank, banker, or broker is interested. (R. S. See. 111; March 23, 1893, 90 v. 119; April 11, 1876, 73 v. 206, §7;58. & 8. 498; S. & C. 873.) Liability of bank for default of notary. Bank v. Butler, 41 O. S. 919 (1885); s. c., 153 U. 8. 436. DEPARTMENT OF COMMERCE. Section 154-39. (Department of commerce, powers and duties.) The department of commerce shall have all powers and perform all duties vested in the inspector of building and loan associations, the state fire marshal, the superintendent of surance, the state inspector of oils, and the commissioner of securities; and said department shall have all powers and Perform all duties vested by law in any and all officers, deputies and employes of such offices and departments. herever powers are conferred or duties imposed upon any G. .C. 154-39 OHIO PRIVATE CORPORATIONS. 404: of such departments, offices or officers, such powers and du- ties shall be construed as vested in the department of com- | merce. °a (Division of banks.) There is hereby created’ in the department of commerce a division of banks which shall ‘have all powers and perform all duties vested by law in the superintendent of banks. Wherever powers are con- ferred or duties imposed upon the superintendent of banks, such powers and duties shall be construed as vested in the division of banks. The division of banks shall be administered by a superintendent of banks, who shall be appointed by the governor by and with the advice and consent of the senate, and hold his office for a term of two years, unless sooner removed at the will of the goy- — ernor. A vacancy in the office of superintendent of banks shall be filled by appointment for the unexpired term. All provisions of law governing the superintendent of banks shall apply to and govern the superintendent of banks herein provided for; all authority vested by law in the superinten- dent of banks with respect to the management of the depart- ment of banks heretofore existing shall be construed as vested in the superintendent of banks hereby created with respect to the division of banks herein provided for; and all rights, privileges and emoluments conferred by law upon the superintendent of banks shall be construed as conferred upon the superintendent of banks as head of the division of banks herein provided for. The director of commerce shall not im-. pose upon the division of banks any functions other than those specified in this paragraph, nor transfer from such division any of such functions. (Public utilities commission a part of the department of commerce for administrative purposes.) The public utilities commission of Ohio shall be a part of the depart- ment of commerce for administrative purposes, in the fol- lowing respects: The. director of commerce shall be ex officio the secretary of said commission, shall succeed to and perform all of the duties of the secretary of said com- mission, and shall exercise all powers of said secretary as provided by law; but such director may designate any em- hi ploye of the department as acting secretary to perform the- duties and exercise the powers of secretary of the commis-. sion. All clerical, inspection and other agencies for the. execution of the powers and duties vested in the said public utilities commission shall be deemed to be in the department of commerce, and the employes thereof shall be deemed to be 405 GENERAL CODE PROVISIONS. G. C. § 176 employes of said department and shall have and exercise all authority vested by law in the employes of such commission. But the public utilities commission shall have direct super- vision and control over, and power of appointment and re- moval of, such employes whose positions shall be designated by the governor as fully subject to the authority of such commission. (109 y. 117.) Section 176. (Fees to be collected by secretary of state.) The secretary of state shall charge and collect the following fees for official services: 1. For filing articles of incorporation of a corporation whose capital stock is ten thousand dollars or under, ten dollars; of a corporation whose capital stock is over ten thousand dollars, one-tenth of one per cent upon the au- thorized capital stock of such corporation. 2. For filing certificate of increase of capital stock of a corporation, if the increase is ten thousand dollars or under, ten dollars; if the increase is over ten thousand dollars, one- tenth of one per cent upon the proposed increase of capital. 3. For filing articles of agreements of consolidation of corporations having a capital stock, one-tenth of one per cent upon the authorized capital stock of the new corporation, created by such articles of agreements of consolidation, but not less than ten dollars in any case; but no eredit shall be allowed for fees previously paid by any of the constituent corporations, parties to such consolidation. _ 4. For filing articles of incorporation of a mutual life mMsurance corporation having no capital stock, or of other mutual corporations not organized strictly for benevolent or charitable purposes and having no capital stock, twenty-five dollars, except as hereinafter provided. _ 9». For filing articles of incorporation formed for relig- lous, benevolent or literary purposes; or of corporations not organized for profit and not mutual in their character, or of religious or secret societies; or societies or associations com- posed exclusively of any class of mechanics, express, tele- graph, railroad or other employes, and formed exclusively for the mutual protection and relief of members thereof and their families, two dollars. 6. For filing articles of incorporation of a building and loan association, ten dollars; for filing certificate of increase of the capital stock of such a corporation, five dollars. ie For filing certificate of reduction of capital stock of a Corporation, five dollars. 8. For filing certified copy of the acceptance of any G. C. § 176 OHIO PRIVATE CORPORATIONS. 406 provision of existing law by a corporation incorporated prior to the adoption of the present constitution, five dollars. 9. For filing an amendment to articles of incorporation, twenty cents for each hundred words, but in no case less than five dollars. 10. For filing certificates of extension of line of a rail- road corporation, certificate of change of termini, certificate of intention of a corporation to construct a branch line, or certificate of change of. route, twenty cents for each one hundred words, but in no case less than five dollars. ll. For filing certificate of extension of purpose, or change of domicile of a corporation, five dollars. 12. For filing certificates not herein enumerated, twenty cents for each one hundred words, but in no ease less than five dollars, except certificates of election for which no charge shall be made. 13. For filing copy of papers evidencing the incorpora- tion of a municipal corporation, or of annexation of territory by a municipal corporation, five dollars, to be paid by the corporation, the petitioners therefor, or their agent. 14. For filing certificate of subscription to ten per cent of the capital stock of a corporation, two dollars. 15. For filing name, or names or initials filed by manu- facturers, bottlers and dealers in ginger ale, seltzer-water, soda water, mineral water and other beverages, as provided by law, five dollars. 16. For making certificates under the great seal of the state, one dollar. ‘ 17. For recording miscellaneous records, papers, or other documents, required by law to be recorded in the office of the secretary of state, twenty cents for each one hundred words. 18. For making copies of articles of incorporation, and for making copies of a document or a part thereof, ten cents for each one hundred words; for affixing seal of office to copies, fifty cents, except copies of documents required by state officers for official purposes, for which no charge shall be made. (R. 8S. Sees. 148, 148a. February 12, 1889, 86 v. 33; March 14, 1888, 85 v. 80; May 15, 1886, 83 v. 165; March ~ 18, 1884, 81 v. 52; April 18, 1881, 78 v. 186; 73 v, 227, §2; — 44 v. 65, §4; 8S. & C. 1894.) . . This act is constitutional, and applies to a consolidation of an Ohio and a foreign corporation, as well: as to consolidation of Ohio corpora- tions. Ashley v. Ryan, 49 O. S. 504 (1892);.153. U. S. 436. Where the business of a corporation substantially amounts to in- surance, the filing fee for its articles is $25.00.. Such a corporation is not a society organized for benevolent purposes under §176. Rep. Atty. Gen. 1911-1912, pp. 57, 88, 90, 112; 3 Opins. Atty. Gen. 504. 407 | GENERAL CODE PROVISIONS. G. C. § 177 The word ‘‘mutual’’ in paragraphs 4 and 5 of this section has been considered in several opinions of the attorney general, and its meaning is not entirely clear. It has been suggested that the word contemplates a corporation whose members are mutually liable for its debts, unlike an ordinary corporation not for profit, whose trustees and not its members are liable for debts (§ 8666). A corporation formed for the purpose of the ‘‘entertainment, recreation and social betterment of its members and all others’’, is not ‘‘mutual’’, in char- acter. Rep. Atty. Gen. 1912, p. 51. Where a corporation not for profit has a capital stock, the filing fee is based on such capital stock as in the case of a corporation for profit. Opins. Atty. Gen. 1918, p. 206; Opins. Atty. Gen. 1915, p. 719. Section 177. (Fees to be paid before filing or record.) The secretary of state shall not file or record articles of in- corporation or consolidation, certificates or other papers re- ferred to in the preceding section, unless the fee therein prescribed has been paid. (R. 8S. Sec. 148a; Febrary 12, 1889, 86 vy. 33; March 14, 1888, 85 v. 80; May 15, 1886, 83 v. 165; March 18, 1884, 81 v. 52.) G. C. §178 | OHIO PRIVATE CORPORATIONS. 408 a PART V. FOREIGN CORPORATIONS. § 178. Certificate of admission. § 188. Certain corporations ex- $179. Statement required before cepted. admission. § 189. Right of hearing before § 180. Fees to’ be paid before de- secretary of state. livery of certificate. § 190. Right of appeal. 7 § 181. Person upon whom _ process § 190-1. Certificate of compliance served. with laws prima facie evi- 1182 Penalty for non-compliance. dence of incorporation. 183. Statement required from cor- § 191. Actions against foreign cor- poration, before doing busi- porations; remission of ness, penalties. § 184. Payment of franchise fee § 192. Shares of stock in certain and certificate. corporations not taxable. § 185. Fee for increase of capital § 193. Record of fees. stock. § 194. Fees paid under protest. § 186. Exemption from penalty. Note as to foreign corpora- § 187. Must comply before certain tions generally. actions brought. Section 178. (Certificate of admission of foreign corpo- ration.) Before a foreign corporation for profit transacts business in this state, it shall procure from the secretary of state a certificate that it has complied with the requirements of law to authorize it to do business in this state, and that the business of such corporation to be transacted in this state, is such as may be lawfully carried on by a corporation, or- ganized under the laws of this state for such or similar business, or if more than one kind of business, by two or more corporations so incorporated for such kinds of business exclusively. No such foreign corporation doing business in this state without such certificate shall maintain an action in this state upon a contract made by it in this state until it has procured such certificate. This section shall not apply to foreign banking, insurance, building and loan, or bond investment corporations. (R. S. See. 148d; April 23, 1898, 93 v. 227; May 19, 1894, 91 v. 355; April 25, 1898, 90 v. 261.) Cross references. Noncompliance with act, effect of: note to § 194. Right to maintain action: note to § 187. Retirement from state, certificate, ete., on: §§ 5521, 11976 to 11978. Foreign corporations generally: note to § 194. Classification of foreign corporation acts. There are two laws im- posing conditions upon foreign corporations entering the state to transact business: (1) the license fee law (G. C. §178 to 182) which applies to all corporations except the classes specified in § 178, and (2) the fran- chise tax law (G. C. § 183 to 192) which (except as to the classes speci- fied in § 188) applies to corporations which own or use a part or all their 409 FOREIGN CORPORATIONS. G. C. § 178 capital or plant in Ohio., §§ 178-182 may apply to some corporations to which §§ 183-192 do not apply. But every corporation which is sub- ject to § 183 is necessarily subject to §§ 178-182. A foreign corporation which voluntarily complied with §178, but which in fact transacted no business in Ohio is not liable for the annual franchise tax. Rep. Atty. Gen. 1912, pp. 59, 569; Rep. Atty. Gen. 1914, p. 1172. ‘‘Retirement from business’? under §§5520 and 11976 refers to retirement from the exercise of the privilege covered by § 183 et seq. When a corporation retires from business in the state it may have its registration under §178 et seq. continued. Rep. Atty. Gen. 1914, . 1172. Q A foreign corporation engaged in purchasing mortgages through a local agent (who is not authorized to approve mortgages or consum- mate a purchase) and making collections on mortgage notes through local agents, should comply with §178, but need not comply with $183. Opins. Atty. Gen. 1918, p. 417. An annual franchise tax is imposed by G. C. § 5503. Constitutionality. The foreign corporation acts are constitutional. Aetna Iron & Steel Co. v. Taylor, 3 N. P. 152; 4 L. D. 180; s. «, 13 C. C. 602; 5 C. D. 242 (1896); Express Co. v. State, 55 O. S. 69 (1896); Southern Gum Oo. v. Laylin, 66 O. 8. 595 (1902). Corporations engaged in interstate commerce. This section does not exempt foreign corporations engaged in interstate commerce, from its requirements, as in §188. Rep. Atty Gen. 1910-1911, p. 240. See note to § 194. Right of state to exclude or impose conditions upon foreign corporations. Single purpose rule. Foreign corporations are expressly excepted by this section from the single purpose rule which applies to Ohio corporations. A foreign corporation may be admitted to do business in Ohio although its articles of incorporation provide for several un- telated corporate purposes. Rep. Atty. Gen., 1912, pp. 15, 44. Foreign corporations may enter Ohio only to do such business as may be lawfully carried on by Ohio corporations. A foreign corpora- tion organized for the purpose of carrying on professional business is not entitled to a certificate authorizing it to do business in Ohio, such business being prohibited to corporations by G. C. § 8623. State v. Laylin, 73 O. 8. 90 (1905); 5 Opins. Atty. Gen. 975. A foreign corporation authorized to acquire and deal generally in the stock of other corporations can not be admitted to do business in hio, since under § 8683 a corporation may acquire stock in kindred and not competing corporations noly. 5 Opins. Atty. Gen. 924, 969 (1903); Rep. Atty. Gen. 1910-1911, p. 246; Rep. Atty. Gen. 1911-1912, p. 61; Rep. Atty. Gen. 1913, p. 68. Unless it expressly renounces the right to exercise such corporate Power in Ohio. Rep. Atty. Gen. 1911-1912, p. 78; Rep. Atty. Gen. 1912, pp. 44, 46. b LA corporation organized to deal in real estate may be admitted to do usiness in Ohio but the articles should expressly limit its life in Ohio to twenty-five years. 5 Opins. Atty. Gen. 1002. What corporate powers may be exercised in Ohio. See note to § 194, powers of foreign corporations. ‘i Acting as a stockholder in an Ohio corporation, or giving assent to Changes in its regulations, is not “doing business” in Ohio within the Meaning of G. CG. 178 5508. Tolec L : . C, 1913). 38 9% oledo Co. v. Smith, 205 Fed. 643 G. C. § 179 OHIO PRIVATE CORPORATIONS. 410 : Banking corporation. A foreign corporation, having in its name the words ‘‘bank’’ or ‘‘trust company’’, but not intending to do such — business in Ohio, should be refused authority to do business in the state, as its name would be misleading to the public. Rep. Atty. Gen. 1912, p. 706. Foreign joint stock association. A foreign partnership or common- law joint stock association is not authorized or required to comply with §178 et seq. The secretary of state is not authorized to file a certificate from such a firm or association. Opins. Atty. Gen. 1915, p. 2270. - Federal governmental agency. A District of Columbia corporation to which the president has delegated certain authority granted him by. congress, aud which transacts no other business, is an agency of the federal government and need not comply with the foreign corporation laws. Opins. Atty. Gen. 1917, p. 2175. Section 179. (Statement required before admission.) Before granting such certificate, the secretary of state shall require such foreign corporation to file in his office a sworn copy of its charter or certificate of incorporation, and a statement under its corporate seal setting forth the following: The amount of capital stock of the corporation, the business in which it is engaged or in which it proposes to engage within this state; the proposed location of its principal place of business within this state; and the name of a person desig- nated as provided by law, upon whom process against the corporation may be served within this state. The person so designated must have an office or place of business at the proposed location of the principal place of business of the corporation. (R. 8. Sec. 148d; April 23, 1898, 93 v. 227; May 19, 1894, 91 v. 355; April 25, 1893, 90 v. 261.) Whether jurisdiction over a foreign corporation, in a suit on a cause of action arising in another state, may be acquired by service on the designated agent, is a question on which there has been some difference of opinion. The United States Supreme Court has expressed the view that §181 limits the jurisdiction to liabilities ‘‘ineurred within the state’’. Robert Mitchell Furniture Co. v. Selden Breck Construction Co., 257 U. 8. 213 (1921), 66 L. Ed. 102; Missouri Page. R, Co. v. Clarendon Boat Oar Co., 257 U. S. 5383 (1922), 66 L. Ed. 35405 In earlier cases, common pleas courts in Ohio had held that such — jurisdiction could be acquired, in a suit by a resident of Ohio, by service on the designated agent. Burke v. MecClintic-Marshall Co., 9 N. P. n. s. 577 (1910); Madison v. Pittsburg Construction Co., 11 N. P. n. s, 634 (1911). See Handy v. Insurance Co., 37 O. 8. 366 (1881). Jurisdiction over a foreign corporation may be acquired in federal court by service of process on the agent designated in its statement. Runkle v. Insurance Co., 2 Fed. 9; 5 W. L.-B. 217; 4 0. F. D.’ 6200 (C. C. 1880); Barrow Steamship Co. v. Kane, 170 U. S. 100, 107 (1898). Process issued from one county may be served upon the designated — agent in another county. Blanton v. Burroughs, ete., Co. 13 N. P. a Deal Voc! 90 nab Ql Oppel erate KS) B2AD “a For service of process on foreign corporations see also notes to — G. C. § 11290 and § 10244. Ail FOREIGN CORPORATIONS. G. C. § 181 Section 180. (Fees to be paid before delivery of certifi- cates.) For issuing such certificate the secretary of state shall be entitled to receive from a foreign corporation the follow- ing fees: A corporation having an authorized capital stock of one hundred thousand dollars or less, fifteen dollars. A corporation having an authorized capital stock of more than one hundred thousand dollars, and not exceeding three hundred thousand dollars, twenty dollars. A corporation having an authorized capital stock of more than three hundred thousand dollars, and not exceeding five hundred thousand dollars, twenty-five dollars. A corporation having an authorized capital stock of more than five hundred thousand dollars, and less than one million dollars, thirty dollars. _ A corporation having an authorized capital stock of one million dollars, or more, fifty dollars. Whereupon such foreign corporation shall be entitled to receive from the secretary of state the certificate provided in the second preceding section. (R. S. Sec. 148d; April 23, 1898, 93 v. 227; May 19, 1894, 91 v. 355; April 25, 1893, 90 v. 261.) . Compliance with §§178 and 179 and the payment of a fee under ~ $180 do not constitute a contract which will prevent the state from thereafter imposing other fees. Aetna Iron & Steel Co. v. Taylor, 3 N. P. 152; 4 L. D. 180; 13 ©. C. 602; 15 C. D. 242 (1896). Compare American, ete., Co. v. Colorado, 204 U. 8. 103 (1906); Southern Rail- Way Co. v. Greene, 216 U. S. 400 (1910). The secretary of state has no discretionary power to investigate and determine the legality of the manner in which a foreign corporation is conducting its business, with a view to rejecting the application, where the application is in proper form and shows the business to be legal. Rep. Atty. Gen. 1910-1911, p. 202. Fee for foreign corporation having no par value stock. § 8728-11. Section 181. (Person upon whom process to be served.) f a person designated by a foreign corporation as its agent within this state dies or removes from the principal place of business of the corporation within this state, the corporation, within thirty days after such death or removal, shall desig- nate in like manner another person upon whom process may be served within this state. On failure so to do, the secre- tary of state shall revoke the authority of the corporation to do business within this state and process against such ©orporation in an action upon the liability incurred within this state before such revocation may be served upon the Secretary of state after such death or removal and before another designation is made. At the time of such service the Plaintiff shall pay to the secretary of state a fee of two G. C. §,183 OHIO PRIVATE CORPORATIONS. 412 dollars, which shall be included in the taxable costs of the action, and the secretary of state shall forthwith mail a copy jn hl of the service to the corporation if its address or the address — of any officer is known to him. (R. S. See. 148d; April 23, 1898, 93 v. 227; May 19, 1894, 91 v. 355; April 25, 1893, 90 v. 261.) See note to §179. Where the agent removes from the state, the duty of the secretary of state to revoke the authority of the corporation is mandatory. Rep. Atty. Gen. 1910-1911, p. 264. Service of process by mail. Mohr Distilling Co. v. Fireman’s Ins. Co., 12 Am. L. R. 168 (1883); Heart v. Lycoming Ins. Co., 26 O. S. 594 (1875); s. c, 2 Am. L. R. 355. Section 182. (Penalty for noncompliance with previous section.) Whoever solicits or transacts business in this state for a foreign corporation which is subject to the provisions of the preceding four sections, before it has complied with the provisions of such sections, shall be fined not less than ten dollars nor more than five hundred dollars, or imprisoned not less than ten days nor more than six months, or both. Upon direction of the attorney general, the prosecuting attorney shall prosecute any person charged with a violation of the provisions of such section. (R.S. See. 148d; 93 v. 227; 91 v. 355; 90 v. 261.) See §§ 5523, 5524, 191. Section 183. (Statement required before doing business.) Before doing business in this state, a foreign corporation organized for profit and owning or using a part or all of its capital or plant in this state shall make and file with the secretary of state, in such form as he may prescribe, a state- ment under oath of its president, secretary, treasurer, super- intendent or managing agent in this state, containing the following facts: 1. The number of shares of authorized capital stock of the corporation and the par value of each share. 2. The name and location of the office or offices of the corporation in Ohio and the names and addresses of the officers or agents of the corporation in charge of its business in Ohio. 3. The value of the property owned and used by the corporation in Ohio, where situated, and the value of the property of the corporation owned and used outside of Ohio. 4. The proportion of the capital stock of the corporation represented by property owned and used and by business transacted in Ohio. (R. S. See. 148¢; April 27, 1904, 97 v eee ne 413 FOREIGN CORPORATIONS. G."C. § 184 496; May 10, 1902, 95 v. 539; April 14, 1900, 94 v. 225; April 93, 1898, 93 v. 225; May 16, 1894, 91 v. 272.) What constitutes ‘‘doing business’’. See note to §§194 and 188. Effect of noncompliance, see note to §194. Corporations which are not subject to this section are not re- quired to make reports and pay annual franchise taxes, although they may be subject to §178 et seq. Rep. Atty. Gen. 1912, pp. 569, 59; Rep. Atty. Gen. 1914, p. 1172. Property in Ohio held by a trustee for a corporation should be reported, if the corporation enjoys the entire use and benefit. Opins. Atty. Gen. 1916, pp. 740, 1061. The word ‘‘business’’ in this section is synonymous with the same word as used in § 5502. Opnis. Atty. Gen. 1915, p. 460. Neither ‘‘good will’’ nor ‘‘patent rights’’, separately considered, constitute ‘‘property’’ within the meaning of this section. Opins. Atty. Gen. 1919, p. 358. Section 184. (Payment of franchise fee and certificate.) From the facts thus reported and any other facts coming to his knowledge, the secretary of state shall determine the pro- portion of the capital stock of the corporation represented by ‘its property and business in this state, and shall charge and eollect from such corporation for the privilege of exercising its franchise in this state, one-tenth of one per cent upon the proportion of its authorized capital stock represented by property owned and used and business transacted in this state, but not less than ten dollars in any case. Upon the payment of such fee the secretary of state shall make and deliver to such foreign corporation a certificate that it has complied with the laws of Ohio and is authorized to do busi- ness therein, stating the amount of its authorized capital stock and the- proportion of such authorized capital stock represented in this state. (R. S. See. 148c; April 27, 1904, 97 v. 496; May 10, 1902, 95 v. 539; April 14, 1900, 94 v. 225; April 23, 1898, 93 v. 225; May 16, 1894, 91 v. 272.) The secretary of state has no discretionary power to investigate and determine the legality of the manner in which a foreign corporation is conducting its business, with a view to rejecting the application, where the application is in proper form and shows the business to be legal. Rep. Atty. Gen. 1910-1911, p. 202. Method of computing tax. This tax is not based upon the property Owned and used and business transacted in Ohio, but is based upon the Proportion of the total authorized capital stock represented by such property and business. The proportion which the property owned and used and business transacted in Ohio bears to the entire property and ete the corporation is the proportion of the capital stock on which Son, is based. If the property owned and used and business transacted - the 18 $10,000, the entire corporate property and business $20,000, ow +5 authorized capital stock $50,000, the tax would be based upon at alf of its authorized capital stock ($25,000) the Ohio property and Siness being one-half of the total property and business. G. C. § 185 OHIO PRIVATE CORPORATIONS. 414 If the entire corporate property and business is in Ohio the tax would be based upon the entire authorized capital stock, although all of the authorized capital stock has not been subscribed for or issued. State v. Fulton, 98 O. S. 350 (1918); 5 O. L. R. 163 (Atty. Gen. 1907); Aetna, etc., Co. v. Taylor, 13 C. C. 602; 5 C, D. 242 (1896); 4 Opins. Atty. Gen., 621-24 (1894); Rep. Atty. Gen. 1910-1911, p. 600. Payment of the fee under protest does not render it an involuntary payment, unless the other circumstances under which it is paid would justify its recovery back. Aetna Iron & Steel Co. v. Taylor, 3 N. P; 152; 4 L. D. 180 (1896). For annual franchise taw, see § 5499 et seq. Fee for foreign corporation having no par value stock. § 8728-11. Section 185. (Fee for increase of capital stock.) A cor- poration which has filed its statement and paid the fee pre- scribed by the preceding two sections and which thereafter shall increase the proportion of its capital stock, represented by property used and business done in this state, shall file within thirty days after such increase an additional state- ment with the secretary of state, and pay a fee of one-tenth of one per cent upon the increase of its authorized capital. stock represented by property owned and business trans- acted in this state. (R. S. Sec. 148¢; April 27, 1904, 97 vy. 496; May 10, 1902, 95 v. 539; April 14, 1900, 94 v. 225; April 23, 1898, 93 v. 225; May 16, 1894, 91 v. 272.) Where the capital stock of a foreign corporation is increased, a statement thereof must be filed with the secretary of state. Rep. Atty. Gen. 1909-1910, p. 101. Although the proportion of its business and property in Ohio has not increased. Opins. Atty. Gen. 1915, p. 1454. But see Opins. Atty. Gen.* 1915, p. 2132. The additional statement should show the amount of the corpora- tion’s Ohio business and property and its business and property out- side of Ohio. It is not sufficient merely to state that no part of the increase of capital stock has gone into Ohio property and business. Opins. Atty. Gen. 1915, p. 2132. { Where a foreign corporation paid the minimum fee under § 184 at’ a time when it had no property in Ohio, and it subsequently de- sires to use property in the state, the whole of the property to be used constitutes an ‘‘increase’’ under this section, and the fee previously paid cannot be credited toward the fee for the increase. Opins. Atty. Gen. 1915, p. 1768. Whether or not the proportion of capital stock represented by Ohio preperty and business has been increased is a question of fact to be determined by mathematical calculation. It is not indispensible that the corporation shall have increased its authorized capital stock, and an increase in the authorized capital does not necessarily result in an increase of the proportion. The statutory test is, has the cor- poration increased the proportion of its capital stock represented by property used and business done in Ohio. Opins. Atty. Gen. 1919, pe 1123547 O. Gs. Rs 372. In determining whether the proportion has been increased, the statements to be considered are the last one filed with the secretary 415 FOREIGN CORPORATIONS. G. C. § 186 ot state and the new statement proposed to be filed. Opins. Atty. Gen. 1919, p. 1140. Section 186. (Exemption from penalty.) If a foreign corporation complies with the provisions of the preceding three sections, it shall not be subject to process of attach- ment under any law of this state upon the ground that it is a foreign corporation, or non-resident of the state. A foreign corporation subject to the provisions of such sections which shall neglect or refuse to comply with the require- ments thereof shall forfeit and pay one thousand dollars and an additional penalty of one thousand dollars for each month that it continues to transact business in this state without complying with such sections, to be recovered by an action in the name of the state, and on collection paid into the state treasury to the credit of the general revenue fund. (R. S. Secs. 148c, 148d; April 27, 1904, 97 v. 496; May 10, 1902, 95 y. 589; April 14, 1900, 94 v. 225; April 28, 1898, 93 v. 225, 227; May 16, 1894, 91 v. 272; April 15, 1893, 90 v. 261.) Cross references. Remission of penalty, §§ 191, 5523. Attachment and garnishment of foreign corporations. In court of common pleas, § 11819 et seq. Before justice of the peace, § 10253 et seq. Attachment. The exemption from attachment provided for in this Section is constitutional. Puerrung v. Carter Crume Co., 16 C. C. 629; 9 C. D. 411 (1898); s. ¢., 35'°W. L. B. 2. Affidavit for (a) Before justice of the peace: An affidavit for attachment under G. C. § 10253 need not aver noncompliance. with foreign | eae laws. Rosenham Co. v.. Cohen & Mack, 13.C. C. n. s. 102 1910). (b) In court of common pleas. An affidavit for attachment under G. C. §11819 should allege noncompliance. Edwards Mfg. Oo. v. Ashland Sheet Mill Co., 6 N..P..n. s. 1; 18 L. D. 413 (1907); affirmed 11 C. ©. n..s. 479; 20 C. D. 414; Leavitt, ete., Co. v. Rosenberg, ete., Co., 83 O. S. 230 (1910); Dillon.v..Garment Co., 5 Ohio App. 347 (1915); Boiler Works v. Machine Co., 17 ©. QC. .n. s. 605 (1910). Transportation company. A foreign transportation corporation en- gaged in interstate commerce does not, by a voluntary compliance with G, C. § 183, become exempt from attachment. G. C. §188. Bigalow v. Armour, 74 0. S. 168 (1906), reversing 5 C. CO. n. s. 161; 16 C. D. 496. A sleeping car is an instrumentality of interstate commerce, and when actually employed in interstate transportation is immune from attachment under process from a state court. A sheriff who seizes such Mmamune property is liable as for conversion. An attaching creditor and his attorney who actively assist in the seizure may also be liable. Pullman Co. v. Linke, 11 O. L. R. 63; 203 Fed. 1017 (D. C. 1913). _ Foreign corporation as garnishee. A foreign corporation which neither transacts business nor exercises its corporate powers within the state can not be made a garnishee in an action against another foreign ee poration, But a corporation which has complied with the foreign rporation acts, and is capable of suing and being sued in the state, may G. C. § 187 OHIO PRIVATE CORPORATIONS. . 416 be made a garnishee in such an action. Ritter-Conley Mfg. Co. v. Mzik, 3 C. C. n. s. 125; 13 C. D. 164 (1901); Compare, Kelley Co. v. Garvin Machine Co., 6 N. P. 350; 4 L. D. 374 (1896). . Section 187. (Must comply herewith before certain ac- tions can be brought.) A foreign corporation which has violated such preceding-sections shall not maintain an action - in this state upon contract made by it in this state, until it has complied with the requirements of such sections and procured the requisite certificate from the secretary of state. (R. S. See. 148e; April 27, 1904, 97 v. 496; May 10, 1902, 95 v. 5389; April 14, 1900, 94 v. 225; April 23, 1898, 93 v. 225; May 16, 1894, 94 v. 272.) See § 178. Before the enactment of § 5508 (May 31, 1911) it was held that a contract made by a foreign corporation, without complying with §§ 178 to 192, was not void. Fergus v. Columbus, 6 N. P. 82; 8 L. D. 290 ; (1898); Union, etc., Ins. Co. v. McMillan, 24 O. S..67 (1873). But the right of action on such contract in the state courts was suspended until the conditions of the law were complied with. Simplex Dairy Co. v. Cole, 86 Fed. 739 (1898); Crefeld Miller v. Goddard, 69 Fed. 141 (1895), Suit thereon might be brought in federal court. Johnson vy. Breweries Co., 178 Fed. 513 (1910). By § 5508 a contract made by a foreign corporation, before com- pliance with §178 is void in its behalf, but is enforceable against it. Construction of section. The inhibition of this section is as to | actions upon contracts, and not transactions, and as to maintaining actions and not the institution of actions. It is a technical defense and should be technically considered. An answer setting up a defense under this section should show that the plaintiff corporation came within the provisions of the act at the time of the filing of the answer, and was not included in any of its exceptions. Automatic, etc.,. Co. Ma Schlemmer Co., 6 O. L. R. 72; 18 L. D. 788 (C. P. 1908). Noncompliance with laws, no defense to prosecution for crime against property of foreign corporation. On the trial of an indictment for embezzlement of funds coming into the possession of the defendant as agent for a foreign corporation, it is no defense that the corporation has not complied with these acts. State v. Pohlmeyer, 59 0. S. 491 (1898). See Starkey v. State, 6 O. S. 266 (1856). Pleading compliance or noncompliance. A foreign corporation bring- ing suit need not allege compliance with laws. Want of compliance is a matter of defense. The answer of the defendant must set forth specifi- eally facts bringing the foreign corporation within the provisions of the statute, and show that it is not among the classes exempted by §§ 188 and 178. Brady v. Palmer, 19 C. ©. 687; 10 C. D. 27 (1899); affd. 64 O. S. 267 (1901); Toledo Commercial Co. v. Glen Mfg. Co., 55 O. S. 217 (1896); affmg. 11 C. C. 153; 5 C. D. 131; Automatic, ete., Co. v. Schlemmer Co., 6 O. L. R. 72; 18 L. D. 788 (1908); Illinois, ete., Co. v. Whitman, 138 N. P. n. s, 362; 28 L. D, 12 (1911). Pleading corporate capacity and powers. A foreign corporation bringing suit need not aver in its petition that it is a corporation, or the terms of its charter showing its capacity to maintain the action. If such — AIT FOREIGN CORPORATIONS. G. C. § 188 averment is made, it will be held to be immaterial and mere surplusage. A general denial to a petition containing such averment will not raise an issue as to corporate capacity. To raise the issue of corporate capacity of the plaintiff, it must be specially pleaded by the defendant. Brady v. National Supply Co., 64 O. S. 267 (1901); affirming 19 OC. C. 687; 10 C. D. 27; Smith v. Weed Sewing Machine Co., 26 O. S. 562 (1875); Elektron Mfg. Co. v. Jones Bros. Elec. Co., 8 C. C. 311; 4 OC. D. 555 (1894); Staley v. Cusack Co., 23 N. P. n. 8. 209. A person who has dealt with a foreign corporation and received the benefits of the contract, is estopped to deny its legal existence and power to make the contract. Newburgh Petroleum Co. v. Weare, 27 O. 8. 343 (1875). - But where a foreign corporation seeks to appropriate private prop- erty, the rule is otherwise. The corporation must allege in its petition and prove its incorporation according to law, including the due and legal election of directors, and its charter power to appropriate property. Central Union Tel. Co. v. Columbus, 8 C. OC. n. 8s, 81; 28 C. D. 131 (1905); Queen City Tel. Co. v. Cincinnati, 73 O. S. 64 (1905). And where a corporation is made a defendant, and its charter, powers or franchise become the foundation of the action, they must be specially pleaded in the petition, including the name of the state of incorporation, and the substantial terms in which the charter, powers and franchises were granted. Devoss v. Gray, 22 O. S. 159 (1871); Brady v. National Supply Co., 64 O. 8. 267 (1901). Proof of legal existence and powers. The law of the state under which a foreign corporation is organized constitutes a part of its charter. Courts of this state do not take judicial notice of the laws of other states. To establish the legal existence and powers of a foreign corpora- tion it is necessary to prove the laws of its home state conferring its powers, as well as the articles of incorporation, subscriptions to capital stock, election of officers, ete. Niagara County Bank v. Baker, 15 O. S. 68 (1864); James v. C. H. & D. BR. R., 2 Disney 261, 266 (1858). See notes to § 11046. Section 188. (Certain corporations excepted.) The pre- ceding five sections shall not apply to foreign insurance, banking, savings and loan, building and loan, or bond in- vestment corporations, or to express, telegraph, telephone, railroad, sleeping car, transportation, or other corporations engaged in Ohio in inter-state commerce; or to foreign cor- porations entirely non-resident soliciting business or making Sales in this state by correspondence or by traveling sales- men. (R. S. Sec. 148c; April 27, 1904, 97 v. 496; May 10, 1902, 95 v. 589; April 14, 1900, 94 v. 225; April 23, 1898, 93 V. 225; May 16, 1894, 91 v. 272.) Section 178, unlike this section, does not exempt foreign corporations engaged in interstate commerce. Rep. Atty. Gen. 1910-1911, p. 240. Interstate commerce “strictly considered, consists in intercourse and taffic, including in these terms navigation and the transportation of persons and property, as well as the purchase, sale and exchange of com- modities.’? Mobile County v. Kimball, 102 U. S. 691, 702 (1881). An incorporated correspondence school which maintained in another G. C. §.190 OHIO PRIVATE CORPORATIONS. 418 state an office with a resident agent in charge for the purpose of soliciting students, and collecting and forwarding their payments, for instruction — sent by mail, was held to be engaged in interstate commerce upon which no license tax or conditions could be imposed by a state. International Text Book Co. v. Pigg, 217 U. S. 91. (1910); reversing 76 Kans. 328. Property used in interstate commerce may be taxed by the state in which it is situated, although the business of, or the right to engage in, interstate commerce may not. Adams Express Co. v. Ohio State Auditor, 165 U. 8. 194, 220 (1896); affirming 51 O. S. 492. Contracts for advertising in periodicals do not constitute inter- state. commerce, although the circulation and. distribution of the periodicals would be interstate commerce. Blumenstock y. Curtis Publ, Co., 252 U. S. 436 (1920). The issuing of a policy of insurance is not interstate commerce. Insurance Co, v. Deer Lodge County, 231 U. 8. 495 (1913). The fact thatthe business of a foreign corporation is entirely interstate in its character does not render it immune from procéss in a_state court. International. Harvester Co. v. Kentucky, 234 U..S, 579 (1914). See also note to ,§ 194, ‘‘doing business’’ in state. Transportation company. A foreign corporation engaged in fur- nishing refrigerator cars and ice therefor, for transportation purposes partly within and partly without and across Ohio, is, under this section, not subject to § 183 et seq. Begalow v. Armour, 74 O. S. 168 (1906); reversing 5 C. C. n. 8. 161. Insurance corporation. A foreign corporation which sells to physi- cians a contract whereby it agrees to defend any malpractice suits brought within a specified time, but which does not agree to assume or pay any judgments, is not engaged in the business of insurance. State v. Laylin, 73 0. S. 90 (1905). See also, State v. Railway Co., 68 O. S. 9.°(1903). Federal governmental agency. . Standards of measure- ment. . Examination and test. . Facts to be public and records open. . Incrimination no excuse. Immunity from prosecu- tion, . Supplemental order. . Orders to take effect when. . Railroad track connection. Complaint. Hearing. Or- der. Interchange of traffic. . Rehearing. . Power of municipality to fix rate. Complaint to commission. Hearing of complaints may be held in com- munity in which cause of action arose. Rate not suspended vacated without bond. Finding as to rate. Written opinions filed by commission in all con- tested cases. When act not applicable. Annual report. Depreciation account. Depreciation fund. Power of council to re- quire additions and ex- tensions. Telephone company not to exercise unused _ fran- chise where adequate service furnished by an- other. Power to issue stocks and bonds. or Proceedings to obtain authority. Hearings. Order. Appli- cation of proceeds. Un- authorized issue void. Public utility under re- ceivership exempt from act. Penalty for false state- ment. Endorsement of public utility or railroad se- curities. Dividends must be author- ized. Capitalization. Purchase or lease or mu- tual operation. Consent of commission. Consolidation of tele- phone companies. Per- mission of commission. G. C. § 487 OHIO PRIVATE CORPORATIONS. 434 § 614-62. Void contracts. ! § 614-86. Jurisdiction vested with a § 614-63. Power to form continu- the public utilities com- : ous line. ‘ mission. § 614-64. Orders of commission. § 614-87. Conditions governing se- pone for non-compli- curing certificate of : convenience and neces- § 614-65. Penalty of officers and sity. Cancellation of employes. certificate. § 614-66. Action to recover penal- § 614-88. Consent to operate must iran. ost s be first secured. § . on apetnst public g§ 614-89. Applications and com- utility by state. plaints made and filed § 614-68. Treble damages. § 614-71. Service of order. § 614-90 § 614-72. Free service or reduced rates when authorized. § 614-73. Certain franchises not to be granted or assigned § 614-91 to foreign corporations. L § 614-74. Corporations subject to § 614-92 act, although business i with commission. . Rules governing applica- tions for certificates of publie convenience and necessity. . Publication ‘of notice of application. Hearing. . Operation restricted to specified routes. Co) ; it § 614-75. Act Seared. a act § 614-93. Tem Capp leetton, may rane of publi ility. st ee of ee ee eg § 614-94. Taxes paid to treasurer of § 614-76. Fees of commission. State. Rates. Trailer. § 614-77. Commission to furnish in- § 614-95. Division of tax. | Duties formation to local offi- of treasurer of state cers and boards. with regard to taxes. § 614-78. Costs and expenses of in- § 614-96. Distribution of revenue. vestigations. § 614-97. Qualifications of, chauf- § 614-79. Penalty for overvaluation feur or driver. or undervaluation. § 614-98. Fees, charges, etc. § 614-82. Sections of act to be in- §$§ 614-99. Insurance policy or bond dependent. must be filed with com- mission. Motor Transportation Companies § 614-100. Penalty for violation. eee -101. Interstate commerce. 61 § 614-84. Definitions. 4-102. Hach section and part § 614-85. Motor vehicles. thereof independent. Section 487. (The public utilities commission of Ohio; appointment, term, vacancies.) There shall be and there is hereby created a public utilities commission of Ohio and by that name the commission may sue and be sued. The pub- lic utilities commission shall consist of three members, who shall be appointed by the governor with the advice and con- sent of the senate, and shall possess the powers and duties herein specified as well as all powers necessary and proper to carry out the purposes of this chapter. Immediately after this act shall take effect, the governor shall, with the advice and consent of the senate, appoint a member whose term shall expire on the first day of February, 1915; another whose term shall expire on the first day of February, 1917, and another whose term shall expire on the first day of February, 1919; and thereafter each member shall be ap- pointed and confirmed for a term of six years. Vacancies shall be filed in the same manner for unexpired terms. One of such commissioners, to be designated by the governor, shall, during the term of the appointing governor, be the chairman of the commission. Not more than two of said commissioners shall belong to or be affiliated with the same 435 PUBLIC UTILITIES COMMISSION. G. C. § 494 political party. (May 5, 1918, 103 v. 804, §1, in effect August 8, 1918; April 2, 1906, 98 v. 342, §1; R. S. See. 244-11.) The public utilities act is constitutional. Telephone Co. v. Cleve- land, 98 O. 8S. 358 (1918); Coal Co, v. Railroad Commission, 8 N. P. n. s. 585; 19 L. D. 783; BR. R. Co. v. Railroad Commission, 10 N. P. m. s. 665; 21 L. D. 468; affd. no rep. 86 O. S. 365. The railroad commission act was, in part, adapted from the Wis- consin railroad commission act. Commission v. Railway C©o., 79 O. 8. 419, 424. The commission has only those powers which are conferred by statute. Cincinnati v. Commission, 96 O. S. 270 (1917). The restrictions, limitations and prohibitions of this act are matters between the state and railroad companies. Where a railroad return ticket is not made non-transferable, the act does not prohibit the sale of unused coupon. Knecht y. Railway Co., 6 N. P. n. s. 13; 18 L. D. 202. Section 493. (Quorum; transaction of business.) v. 331; April 17, 1885, 82 v. 138; 69 v. 32, § 24.) . This section does not preclude a quo warranto proceeding against an unauthorized association. State v. Ackerman 51 O. S. 163. Section 673.. (Forfeiture.) Any association, company or corporation which violates any provision herein relating to the superintendent of insurance or any insurance law of this _ state, for the violation of which no forfeiture or penalty is elsewhere provided, shall forfeit and pay not less than one hundred dollars nor more than one thousand dollars to be recovered by an action in the name of the state and on col- lection paid to the superintendent of insurance to be paid by him into the state treasury. (R. S. See. 288; May 19, 1894, 91 v. 331; April 17, 1885, 82 v. 1388; 69 v. 32, § 24.) This section does not preclude a quo warranto proceeding against an unauthorized association. State v. Ackerman 51 O. S. 163. — 583 INSPECTOR OF BUILDING ASS’NS. G. C. § 677-2a BUREAU OF BUILDING AND LOAN ASSOCIATIONS. Section 674. (Inspector of building and loan associa- tions.) This section was repealed in 1921. (109 v. 182.) By section 154-39 the powers of the inspector of building and loan associations are vested in the department of commerce. Section 676. (Duties of inspector.) The inspector of building and loan associations shall see that the laws relat- ing to building and loan associations are duly executed and enforced. When a violation of a law relating to building and loan associations is reported to him he shall take, or cause to be taken, the testimony, under oath, of any and all _ persons supposed to have any knowledge of such violation, and cause such testimony to be reduced to writing. If he be of the opinion that there is sufficient evidence, he shall cause the person suspected of such violation to be arrested and charged with such offense, and shall furnish the attorney general or the proper prosecuting attorney with the informa- tion obtained by him, the names of the witnesses and a copy of all material testimony taken in the case. (April 23, 1913, 103 v. 181, §3; May 11, 1908, 99 v. 532, § 30.) See § 154-39. Section 677-2a. (Divulging information; penalty.) Who- ever, being the superintendent of building and loan associa- tions, a deputy, assistant or clerk in his employ or an ex- aminer, fails to keep secret the facts and information ob- tained in the course of an examination, or by reason of his official position, except when the public duty of such officer requires him to report upon or take official action regarding the affairs of the association so examined, or wilfully makes _ a false official report as to the condition of such association, shall be removed from office and shall be fined not more than five hundred dollars or, imprisoned in the penitentiary not less than one year nor more than five years, or both. Nothing in this section shall prevent the proper exchange of information relating to building and loan associations and the business thereof, with the representatives of building and loan departments of other states, but in no ease shall the private business or affairs of any individual, association or company be disclosed. Any official, violating any provision of this section, in addition to the penalties therein provided Shall be liable, with his bondsmen, in damages to the person or corporation injured by the disclosure of such secrets. (110 v. 63, § 2.) G. C. § 679 .» OHIO PRIVATE CORPORATIONS.: 584 Section 677-6. (All instruments sealed with the seal, received in evidence.) Every certificate or other instrument executed, or order made, by the inspector of building and _loan associations, in pursuance of any authority conférred upon him by law, and sealed with the seal of his office, or copies thereof duly authenticated under such seal, shall be received in evidence in all courts of this state. (April 23, 1913, 103 v. 182, § 10.) Section 678. (Requirements from foreign associations.) Foreign building and loan assiciations doing business in this state shall conduct such business in accordance with the laws governing domestic associations. No foreign building and loan association shall do business in Ohio until it procures from. the inspector of building and loan associations a cer- tificate of authority to do business in this state after com- plying with the following provisions: 1. It shall deposit with the inspector one hundred thou- sand dollars, in cash or bonds of the United States or this state, or of a county or municipal corporation therein, satis- factory to the inspector. 2. It shall file with the inspector a certified copy of its charter, constitution and by-laws, and other rules and reg- ulations showing its manner of conducting business together with a statement such as is required annually from all asso- ciations. 3. It shall also file with the inspector a written instru- ment, duly executed, agreeing that a summons may issue against it from any county in this state directed to the sheriff of the county in which the office of inspector is situated, commanding him to serve it by certified copy personally upon the inspector or by leaving a copy thereof at his office. The inspector shall mail a copy of any papers,served on him to the home office of such association. (May 11, 1908, 99 v. 5338, § 31; see R. 8. Sec. 3836-12; May 1, 1891, 88 v. 469.) Foreign associations defined, G. C. § 9643. Where stock in a foreign association was subscribed for and is- sued, and a loan made by the foreign association, before enactment of §§ 678 to 681, a subsequent change in the form of the certificate of stock was held not to invalidate the transaction. Demland v. Loan Co., 20 C. C, 223; 11 C. D. 249 (1899). . An advertisement in an Ohio newspaper, by a foreign building and loan association, offering ‘‘6% on savings and paid-up stock’’ is not ‘‘doing business’’ in violation of this section. Rep. Atty. Gen. 1914, p. 335. Section 679. (Certificate of authority to do business.) When a foreign building and loan association has complied 585 INSPECTOR OF BUILDING ASS’NS. G. C. § 683 with the provisions of the preceding section, and the in- spector is satisfied that it is doing business according to the laws of Ohio and is in sound financial condition, he shall issue his certificate of authority to the association to do business in this state. Annually thereafter, upon filing the annual statement herein provided for, if the inspector is satisfied as herein provided, he shall issue a renewal of such certificate. (May 11; 1908, 99 v. 533, § 32; see R. S.. See. 3836-13; May 1, 1891,. 88 v. 469.) - Section 680. (Collection of interest and exchange of securities.) A foreign building and loan association may collect and use the interest on securities deposited as pro- vided by law so long as it fulfills its obligations and complies with the laws of this state. It may also exchange them for other securities of equal value satisfactory to the inspector. (May 11, 1908, 99 v. 534, § 33; see R. S. Sec. 3836-14; May 1, 1891, 88 v. 469.) Section 681. (Securities liable for claimants.) The de- posit made by a foreign building and loan association with the inspector of building and loan associations shall be held as a security for all claims of residents of this state against such association, and be liable for all judgments or decrees’ thereon, and subjected to the payment thereof in the same manner as the property of other non-residents. Should. an association cease to do business in this state, the inspector may release securities in his discretion, retaining sufficient to satisfy all outstanding liabilities. (May 11, 1908, 99 v. 534, § 34; see R. S. Sec. 3836-15; May 1, 1891, 88 v. 469.) Section 682. (Report.) Every building and loan. asso- ciation doing business in this state, annually at the end of each fiscal year or within forty days thereafter shall make a full and detailed report in writing of the affairs and business of the association for the preceding year, showing its finan- cial condition at the end thereof. (110 v. 64; May 11, 1908, 99 v. 534, § 85; see R. S. Sec. 3836-16; May 1, 1891, 88 v. 469.) __ An officer of an association making a false report of assets or liabilities, under oath, may be guilty of perjury. State v. Williams, 104 O. 8, 232 (1922). - Section 683. Form and contents of report. Time of filing ing report.) The report required in the preceding section shall be in such form and contain such information as. is prescribed by the superintendent of building and loan as- G. G. § 686 OHIO PRIVATE CORPORATIONS. 586 sociations. It shall be sworn to by the secretary and its correctness attested by at least three directors or an audit- ing committee appointed by the board. The original shall be filed with the superintendent of building and loan asso- ciations within forty days after the close of the fiscal year. Such an abstract thereof as the superintendent requires shall be posted for sixty days in the office or meeting place of such association and a statement of assets and liabilities shall be published in a newspaper or periodical, regularly issued and of general circulation in the county in which such association is located. Where an association is in pro- cess of liquidation the liquidating officer or officers, shall make all reports to the superintendent of building and loan associations that are required by law from solvent associa- tions. (110 v. 64; May 11, 1908, 99 v. 584, § 36; see R. S. Sec. 3836-17; May 1, 1891, 88 v. 469.) A monthly magazine is not such a newspaper as is contemplated by this section. Rep. Atty. Gen. 1913, p. 863. Section 684. (Annual examination.) At least once each year the inspector of building and loan associations shall make an examination into the affairs of each such associa- tion, or cause it to be made by a person appointed by him for that purpose. (May 11, 1908, 99 v. 534, § 37; see R. S. Sec. 3836-18; May 12, 1902, 95 v. 614; May 1, 1891, 88 v. 469.) Section 685. (Expenses of examination.) The expenses of all examinations shall be paid by the state, except that when, by the laws of any other state, district, territory or nation, examinations of such associations of this state are required or permitted to be made by any official or other authority of such other state, district, territory or nation at the expense of such associations, then the expenses of all such examinations made by the inspector of this state, of such associations of that state, district, territory or nation, must be respectively charged to and collected from such associations so examined. (May 11, 1908, 99 v. 534, § 37; see R. 8. Sec. 3836-18; May 12, 1902, 95 v. 614; May 1, 1891, 88 v. 469.) Section 686. (Revocation of charter for illegal practices.) If upon examination, the inspector of building and loan associations finds any domestic association conducting its business in whole or part contrary to law, or failing to com- ply therewith, he shall notify the board of directors of such > ell 587 INSPECTOR OF BUILDING ASS’NS. G..C. § 689 association of such fact in writing. If, after thirty days, such illegal practices or failure continues, he shall communi- eate the facts to the attorney general, who shall cause pro- ceedings to be instituted in the proper court to revoke the charter of such association. (May 11, 1908, 99 v. 535, § 38; see R. S. Sec. 3836-18; May 12, 1902, 95 v. 614; May 1, 1891, 88 v. 469.) | Suit by the attorney general is not authorized, unless notice is given to the directors as required by this section. Opins. Atty. Gen. 1916, p. 648. ; If an association is illegally organized or misusing its franchises, the proper remedy is quo warranto. A suit can not be maintained by one stockholder for an accounting of corporate funds and a receiver. Ellis v. Savings Co., 104 O. S. 599 (1922), Section 687. (Dissolution if condition unsound.) If, upon examination, the inspector of building and loan asso- ciations finds that the affairs of a domestic building and loan association are in an unsound condition, and that the inter- ests of the public demand its dissolution and the winding up of its business, he shall so report to the attorney general, who shall institute the proper proceedings for that purpose. (May 11, 1908, 99 v. 535, § 39; see R. S. Sec. 3836-18; May 12, 1902, 95 v. 614; May 1, 1891, 88 v. 469.) Where the inspector finds the affairs of an association in an unsound condition it is improper for him to permit an officer of the association to personally advance funds to declare and pay a dividend. Webb v. Stasel 4 N. P. n. s. 587, 589; 17 L. D. 317 (C. P. 1906). On liquidation, depositors are entitled to interest up to the date of insolvency at the rate agreed upon with the association. After the date of insolvency, they are entitled to six percent interest, if the funds are sufficient. One association having funds in another association has no priority over other depositors unless the deposit was under a trust arrangement. Rep. Atty. Gen. 1914, p. 1020. Section 688. (Powers of examiners.) An examiner ap- pointed by the inspector of building and loan associations under the provisions herein relating to such associations, Shall have access to and may compel the production of all books, papers, securities, moneys and other property of an association under examination. He may administer oaths to, and examine the officers and agents of such association as to its affairs. (May 11, 1908, 99 v. 535, §40; see R. S. See. 3836-19; May 1, 1891, 88 v. 469.) - Section 689. (Inspector may publish result.) If the in- spector of building and loan associations deems it to the interest of the public, he may publish the results of such examination in a newspaper of general circulation in the G. C. § 691 OHIO. PRIVATE CORPORATIONS. 588 county in which such association is located, if it is a domes- tie association, and in some newspaper in the city of Colum-— bus if it is a foreign association. (May 11, 1908, 99 v. 535, § 41; see R. 8. Sec. 3836-20; May 1, 1891, 88 v. 469.) : Section 690. (May cancel authority of foreign associa- tion.) If upon examination the inspector of building and loan associations finds that a foreign association does not conduct its business in accordance with law, or that its af- fairs are in an unsound condition, or if it refuses to permit an examination to be made, he may cancel its authority to do business in this state, and cause a notice thereof to be mailed to the home office of the association and published in at least one newspaper published in the city of Columbus. After the publication of such notice no such association or agent thereof shall receive further stock deposits from mem- bers residing in this state, except payments on stock on which a loan has been taken. (May 11, 1908, 99 v. 585, § 42; see R. S. See. 3836-21; May 1, 1891, 88 v. 469.) Section 691. (Fees to be collected.) Foreign building and loan associations shall pay to the superintendent of building and loan associations the following fees: For filing an application for admission to do business in this state, five hundred dollars. For each certificate of authority and annual renewal thereof, two hundred dollars. Every building and loan association doing business in this state, whether foreign or domestic, shall pay to the superintendent of building and loan associations, for filing each annual report, at the time said annual report is filed, the sum of ten dollars, and in addition thereto, one-eightieth of one percent of its assets, as shown in such report unless omitted as hereinafter provided. All such fees collected shall be paid into the state treasury to the credit of a. fund for the use of the department of building and loan asso- ciations, and shall be used upon the order of the superin- tendent of building and loan associations, and shall not be used or paid out or appropriated for any other purpose. (Collection omitted.) In any year when in the opinion of the superintendent of building and loan associations the amount of such fund on hand at the close of business, June 30, is sufficient for maintaining the department of building and loan associations for the ensuing year, then the fees pro- vided for in this section to be paid at the time of the filing of annual reports shall be omitted for such year. (110 v. 64; 589 INSPECTOR OF BUILDING ASS’NS. G..C. § 695 106 v. 236; April 23, 1913, 103 v. 191; May 11, 1908, 99 v. 535, § 43; see R. S. Sec. 3836-22; May 12, 1902, .95 v. 615; May 1, 1891, 88 v. 469.) . Section 692. (Securities to be deposited with treasurer of state.) All securities or cash deposited with the inspector of building and loan associations shall be deposited with the treasurer of state, who, with~-his sureties, shall be re- sponsible for the safe keeping thereof. The treasurer shall deliver. such securities only upon the written order of the inspector. (May 11, 1908, 99 v. 536, §44; see R. S. See. 3836-23; May 1, 1891, 88 v. 469.) Section 693. (Dissolution or consolidation of building and loan associations.) A building and loan association or a savings association may provide in its constitution and by-laws for the time and terms of its dissolution and for its consolidation with one or more of such corporations on terms and conditions to be determined upon by their board of directors. In case of the dissolution of such a corporation its board of directors by a majority vote may be authorized to sell and transfer its mortgage securities or other prop- erty, or both, to another corporation, person or persons, subject to the vested and accrued rights of the mortgagors. (May 11, 1908, 99 v. 537, § 48; see R. S. See. 3836-27; April 27, 1893, 90 v. 315; May 1, 1891, 88 v. 469; April 11, 1889, 86 v. 238, § 3835j.) See § 9665. Section 694. (Forfeiture for non-compliance.) A build- ing and loan association which does business in this state without first complying with the provisions herein or which violates or fails to comply with provisions of law relating to building and loan associations shall forfeit and pay not less than fifty dollars nor more than one thousand dollars, to be recovered by an action in the name of the state and on col- lection paid into the state treasury. (May 11, 1908, 99 ‘v. 936, § 45; see R. S. Sec. 3836-24; May 1, 1891, 88 v. 469.) Section 695. (Annual report.) The superintendent of building and loan associations shall keep and preserve. in permanent form a full record of his proceedings, including a concise statement of each association examined, and make an annual report to the governor of the general conduct and condition of the building and loan associations doing busi- G. C. .§ 697 OHIO PRIVATE CORPORATIONS. 590 ness in this state, with such suggestions as he may deem proper. The report shall include such information contained in the statements required of the associations as he may deem necessary. He shall also include in said report a statement of the building and loan associations whose business has been closed during the year, the amount of their assets and liabilities, and the amount paid to the creditors thereof. He shall also include a statement of the building and loan asso- ciations liquidated or in the process of liquidation and the status of the affairs of each of such building and loan asso- ciations at the time of said report, including the amount of their assets and liabilities and the nature of the same and the amounts paid to the creditors. He shall report the names and compensation of the clerks employed by hin, the whole amount of income of his office, the source thereof, and the expenditures of his department during the year ending the thirtieth of June. (110 v. 64; 106 v. 510; May 21, 1910, 101 v. 348; May 11, 1908, 99 v. 537, § 47; see R. S. See. 3836-26; May 1, 1891, 88 v. 469.) SUPERVISOR OF BOND INVESTMENT COMPANIES. Section 696. (Supervisor of bond investment companies.) By virtue of his office, the deputy inspector of building and loan associations shall be the supervisor of bond investment companies. He shall see that the laws of this state relating to such companies are strictly enforced. (R. S. Sec. 3821x; May 12, 1902, 95 v. 642; April 14, 1900, 94 v. 149; April 25, 1898, 93 v. 403.) See § 154-39. Section 697. (Definition.) Every corporation, partner- ship or association other than a building and loan associa- tion, which places or sells certificates, bonds, debentures or other investment securities of any kind, on the partial pay- ment or installment plan, and. every investment guaranty company doing business on the service dividend plan shall be deemed a bond investment company. (R. S. See. 3821r; April 25, 1898, 93 v. 402; April 14, 1900, 94 v. 147, §1.) A corporation which, in consideration of installment payments, de- livers a bond entitling the payor upon conditions named, to receive an article of value, and requiring the payer to contribute to the expenses of the corporation, is a bond and investment company. State ex rel. v. Tontine Surety Co. 62 O. S. 428... ; See also Rep. Atty. Gen. 1908, p. 65. 5 Opins. Attys. Gen. 32, 1048. A company which makes loans on indorsed notes at a rate in 591 BOND AND INVESTMENT COMPANIES. G. C. § 700 excess of 8 percent, in addition to selling certificates,, must: comply with the chattel loan law (G. C. § 6345-1 et seq.) as well as § 698 et seq. Opins. Atty. Gen. 1921, p. 812. Section 698. (Deposit with treasurer of state.) Before doing business in this state, every bond investment company shall deposit with the treasurer of state on hundred thousand dollars in cash or bonds of the United States or of the state of Ohio, or of any county or municipal corporation in Ohio, for the protection of investors in the securities of such com- pany. Such deposit shall be made out of the paid-up capital stock of such bond investment company. (R. S. Sec. 382I1r; April 14, 1900, 94 v. 147, §1; April 25, 1898, 93 v. 402.) Penalty for violation of this act, G. C. § 13151. Construction of former act. State v. Matthews 62 O. S. 147. Section 699. (Purpose of such deposit.) The deposit made by a bond investment company with the treasurer of state shall be held as security for all claims of residents of this state against such company, and shall be liable for all judgments and decrees thereon, and subject to the payment of such decrees in the same manner as the property of other non-residents. If such company ceases to do business in this state, the treasurer of state may release securities, in his dis- cretion, retaining sufficient to satisfy all outstanding lia- bilities. (R. S. Sec. 3821r; April 14, 1900, 94 v. 147, §1; April 25, 1898, 93 v. 402.) ¢ oer of deposit of foreign companies. See § 5437 and cases cited in note. Collection of claims from deposit, § 641. Power of a court of equity to appoint a receiver and wind up an unlawful or fraudulent business. See Woods v. Equitable ete. Co. 8 N. P. 125; 11 L. D. 154. Stevens v. Times-Star Co. 72 O. S. 112. Shaw v. Interstate ete. Co. 5 N. P. 411; 8 L. D. 510. The state treasurer is a necessary party to an action to wind up a bond and investment company. Everhardt v. U. S., ete., Co., 8 N. P. 525. / Section 700. (Interest on securities.) A bond investment company may collect and use the interest on any securities deposited as required by the preceding section so long as it fulfills its obligations and complies with the provisions herein relating to such companies. It may exchange such securities for others of equal value and satisfactory to the treasurer of state. (R. S. See. 3821u; April 14, 1900, 94 v. 149, § 4; April 25, 1898, 93 v. 402.) G. C. § 702 OHIO PRIVATE CORPORATIONS. 592 Section 701. (Requirements before doing business.) Be- fore doing business in this state every bond investment com- pany shall.comply with the following conditions: 1. It shall file with the supervisor of bond investment companies certified copies of its charter and articles of in- corporation, constitution and by-laws, and other rules and regulations showing its manner of doing business. 2. It shall file with the supervisor a statement, under oath of its president and secretary, or other managing officer of its business for the preceding year, in a form re- quired by the supervisor. 3. It shall file with the supervisor a written instrument, — duly‘ executed, agreeing that a summons may issue against it from any county in this state, directed to the sheriff of the county in which the office of the supervisor is situated, com- manding the sheriff to serve such summons by certified copy, personally upon the supervisor, or by leaving a copy thereof at his office. The supervisor shall mail a copy of any papers served on him to the home office of such bond investment company. (R. 8. See. 3821s; April 14, 1900, 94 v. 148, § 2; April 25, 1898, 93 v. 401.) Section 702. (Certificate of authority to do business.) When a bond investment company has complied with the provisions herein relating to such companies, and the super- visor of bond investment companies is satisfied that it is doing business in accordance with law, he shall issue it a certificate of authority to do business in Ohio. Thereafter, upon the filing of its annual statement, as herein provided, if the supervisor is satisfied that such company has complied with all the provisions of law, he. shall issue a renewal of such certificate: (R. S. Sec. 3821t; April’ 14, 1900, 94°v. 148, § 3; April 25, 1898, 93. v. 402.) A certificate. of, authority. to. do business does. not authorize. the transaction of unlawful or fraudulent. business. State v. Investment Co., 64 O. 8S. 283, 318. See also Shaw v. Interstate ete. Co. 5 N. P. 411; 8 L. D. 510. Lottery contracts. Contracts of investment security which contain elements of chance and prize constituting \a lottery are unlawful. . . State v. Investment Co. 64 O. S. 283. Fraudulent contracts. Contracts of investment security, etc., which can not reasonably be expected to accumulate a reserve fund equal to the stipulated endowment values, without aid from lapses or premiums on new business, are fraudulent and unlawful. State v. Investment Co. 64 O. S. 283. See also Woods v. Equitable Debenture Co, 8 N. P. 125; 11 L. D. 154: 4 593 BOND AND INVESTMENT COMPANIES. G. C. § 706 Section 703. (Revocation of certificate.) The supervisor of bond investment companies shall revoke the authority of such a company to do business, if, on investigation or ex- amination, he finds that it is not transacting its business in accordance with law, or that its statement of the condition and affairs required under the provisions herein relating to such companies, are false and fraudulent, or for its failure to file an annual statement. (R. S. Sec. 3821t; April 14, 1900, 94 v. 148, §3; April 25, 1898, 93 v. 402.) Section 704, (License fees.) A bond investment com- pany shall pay to the supervisor of such companies the fol- lowing fees: For filing each application for admission to do business in this state, one hundred dollars; For filing each certificate of authority and annual re- newal of certificate, fifty dollars; For filing each annual statement, twenty-five dollars; For issuing license to each agent, two dollars; ; (hel each copy of paper filed in his office, fifty cents per olio ; For affixing seal and certifying any paper, one dollar. The fees provided for herein shall be deposited by the supervisor with the treasurer of state, upon the certificate of the auditor of state. (R. S. Sec. 382ly; May 12, 1902, 95 v. 642; April 14, 1900, 94 v. 150; April 25, 1898, 93. v. 403.) — Section 705. (Annual statement of companies.) On or before the tenth day of January of each year, each bond Investment company doing business in this state shall file with the supervisor of bond investment companies, under oath of its president, secretary or other managing officer, and in a form required. by the supervisor, a statement of its business for the twelve months next preceding the thirty-first day of December. Such abstract thereof as the supervisor may require shall. be posted. for sixty days in the principal office of such company and published in a newspaper of general circulation in the county in which its principal office is sit- uated. (R. 8. Sec. 382lw; May 12, 1902, 95 v. 642; April 14, 1900, 94 v. 149; April 25, 1898, 93 v. 402.) Section 706. (Supervisor may verify statements.) The Supervisor of bond investment companies shall verify the annual statement required by the preceding section, by an examination of the affairs of such company. He may make quarterly examinations of the affairs of such company if he G. C. § 709 OHIO PRIVATE CORPORATIONS. 594 deems it necessary. (R. S. Sec. 3821lw; May 12, 1902, 95 v. 642; April 14, 1900, 94 v. 149; April 25, 1898, 93 v. 402.) Section 707. (Proceedings in quo warranto.) If, upon examination of a bond investment company by the super- visor of bond investment companies, it appears that such company is not carrying on its business in accordance with law, or that its affairs are being improperly managed, the supervisor, after ten days’ notice to such company, shall in- stitute proceedings in quo warranto against it in the man- ner provided by law. (R.S. See. 3821lw; May 12, 1902, 95 v. 642; April 14, 1900, 94 v. 149; April 25, 1898, 93 v. 402.) See State v. Investment Co. 64 O. S. 283. Section 708. (Expenses of examination.) The expenses of all examinations provided for by the laws relating to bond investment companies shall be paid by the state of Ohio, ex- cept that, if by the laws of any other state, district, territory or nation, examinations of such companies of this state are required or permitted to’ be made by any officer or other authority of such state, district, territory or nation at the expense of such company, then the expenses of such examina- tion made by the supervisor of this state of a bond invest- ment company of such state, district, territory or nation, shall be charged to and collected from such company. (R. S. See. 382lw; May 12, 1902, 95 v. 642; April 14, 1900, 94 v. 149; April 25, 1898, 93 v. 402.) Section 709. (Agent must be licensed.) An agent of a bond investment company shall not transact business in this state without being first regularly appointed by such com- pany and licensed by a certificate of authority issued by the supervisor of bond investment companies. (R. S. Sec. 3821v; April 14, 1900, 94 v. 149; April 25, 1898, 93 v. 402.) Penalties for violation of this act, G. C. § 131651. § 710-1. § 710-2. § 710-3. § 710-4. § 710-5. § 710-6. § 710-11. § 710-14. § 710-16. § 710-17. BANKS. PART VII. G:C. § 710-1 BANKS AND BANKING. Definitions of terms. What the term ‘bank” shall include. All banks subject to examination and regulation. Words “bank”, ‘banker’, ete., in foreign lan- guage restricted to def- inition. Persons, firms, ete., prohibited from using ‘‘“‘bank’’, “bank- er’, etc.; penalty. When and how long the word “trust” may be used. “Federal Reserve Act’, “WMederal Land Banks’’ and ‘Joint Stock Land Banks” defined. Every bank may become member under Federal Reserve Act; rights and powers of member banks. Subject to state Supervision and exam- ination of Federal Re- serve Board. Superintendent of banks; appointment, term, du- ties. Superintendent nor ployes shall be ested in nor from banks. How and by whom pro- _ Gita inter- borrow ceedings shall be brought. Copies of records and pa- pers, under seal, evi- dence. Fees paid to superinten- dent of banks. Fees of banks subject to in- spection and examina- tion. Fees of bank, company, corporation, person, association or co-partnership. Fees of foreign trust company. Fees of railroad, steam- ship or express com- pany. Monies collected by superintendent of banks paid into state treasury. Examination of banks, when. Doubtful or disputed as- sets; appraisement of. Examination upon writ- ten request. Expense of special exam- ination. Special examination de- fined. § 710-24. § 710-25. § 710-26. § 710-27. § 710-28. § 710-29. § 710-30. § 710-31. § 710-32. § 710-33. § 710-34. § 710-35. § 710-36. § 710-37. § 710-38. § 710-39. § 710-40. § 710-41. Power to administer oaths. Authority to summon of- ficer,, agent, clerk, etc. Probate judge shall is- sue subpoena, when. Witness fees and mile- age. Books, assets, papers, ete., shall be submit- ted; possession taken of bank on refusal. Examinations made with- out previous notice. Assessments to pay defi- ciencies in capital. Sale of stock at auction, on refusal. Possession taken on failure to pay deficiency within three months. Sale shall ef- fect cancellation. Number of freports re- quired yearly to super- intendent; what reports shall exhibit; publica- tion of summary. Special report may be required. failure to publish re- Penalty for make or ports. Official communication submitted to board of directors; record; cer- tification. Facts and contained tion kept secret; alty for violation. moval. Signing and verifying papers in proceedings. Minimum capital of com- mercial or savings banks and trust cor- porations. Existing banks must in- erease capital within three years. When articles of incor- poration may be filed and recorded. Foreign bank prohibited from doing other than loan business. information in examina- pen- Re- Number and _= qualifica- tions of persons re- quired to establish bank. Requisites of articles. of. incorpora- tion. G. C. § 710-1 OHIO PRIVATE CORPORATIONS. § 710-42. § 710-43. § 710-44. § 710-45. § 710-46. § 710-47. § 710-48. § 710-49. § 710-50. § 710-51. § 710-52. § 710-53. § 710-54. § 710-55. § 710-56. § 710-57. § 710-58. 5 710-60. § 710-61. § 710-62. § 710-63. § 710-64, § 710-65. § 710-66. § 710-67. § 710-68. § 710-69. § 710-70. § 710-71. § 710-72. § 710-738. § 710-74, § 710-75. Certificate of clerk of court. Authority of Superintendent required before record of arti- cles. Publication. of notice of proposed bank. Duties of Superintendent relative to proposed bank. Appeal when certificate withheld; hearing. Duties of secretary of state. Enumeration of powers. Opening books of .sub- scription. Certificate of subscrip- tion; choosing’ direc- tors. Regulations, how adopted or changed. Fiscal year; annual meeting for election of directors. General provisions ap- plicable, when. Failure to pay _install- ment; sale of stock. No commission for sale of stock allowed. Examination. on _ certifi- eate of notification of compliance with law. Certificate of authoriza- tion by superintendent. Publication of certificate of authority. Business prohibited until authorized by superin- tendent. Increase of capital stock. Reduction of capital _ stock. Corporate powers exer- cised by board of di- rectors. Executive committee, powers and duties. Minutes of meetings; « what reeord shall show. Elections; proxy. Qualifications of a direc- tor. Oath of. director. Liability of director for violations. Bond of officers. Annual examination; re- port to superintendent. Record of stock; trans- fers. Books and accounts; form, prescribed by su- perintendent. Fee, gift, ete:., prohibited; penalty. Books and.records. shall be kept in bank and ‘open to inspection of stockholder. Penalty for failure to comply.. with order or requisition. : Individual liability of stockholders. § 710-76. § 710-77. § 710-78. § 710-79. § 710-80. § 710-81. § 710-82. § 710-83. § 710-84. § 710-85. § 710-86. . § 710-87. § 710-88. § 710-89. § 710-90. § 710-91. § 710-92. § 710-93. § 710-94. § 710-95. § 710-96. § 710-9.7. § 710-98. § 710-99. 596 Duly organized corpora- tion only shall trans- act banking business. Unincorporated banks; detailed statement by, required. Minimum of capital stock of unincorporated banks. Segregated cap- ital and unimpaired se- curity. Property of bank shall be held, how; assets subject to execution, when. Depositors have first lien on assets. List of owners and per- sons interested must be posted conspicuously. “Unincorporated” must be printed on advertis- ing and stationery. Reports shall be kept on file and open for in- spection. Permitted to bid upon publie funds: When and how bank may go .into liquidation. Consolidation with or transfer of assets’ to another. bank; proce- dure. Rights of ereditors pro- tected. Copy. of agreement of consolidation and ap- proval filed with secre- tary of state. Proper- ty and rights’ trans- ferred. When secre- tary of state shall re- ‘fuse to file articles of incorporation. Superintendent may take possession of bank, when. Notice = of taking posses- sion of bank Rights and liabilities after possession taken. Adjustment of claims. Inventory of assets, fil- ing copies, Duties of auditor of satte. List of claims; supplemen- tal lists; filing of same. Book. of depositors and other. creditors; final distribution. Special deputy superin- saniaentes appointment of, Powers and duties after taking possession. Disposition of moneys on liquidation. Expenses of liquidation; how paid. Dividends, when and how paid; unclaimed de- posits. Objections to claims; how made; hearing. 597 § 710-100. § 710-101. § 710-102. § 710-103. § 710-104. § 710-105. § 710-106. § 710-107. § 710-108. § 710-109. § 710-110. § 710-111. § 710-11la. $ 710-112. § 710-113. § 710-114. § 710-115. § 710-116. § 710-117. § 710-118. § 710-119. § 710-120. § 710-121. § 710-122. § 710-123. BANKS. Application for injunc- tion; proceedings; hear- ing. Notice to superintendent before appointment of receiver or deed of as- signment filed. Superintendent shall call meeting of stockhold- ers; notice of meeting. When_= superintendent shall continue to ad- minister assets. Distribution upon com- pletion of liquidation. Agent may be appoint- ed to liquidate. Conversion of assets be- fore distribution. Successor in case of death or removal of agent. Deposit of dividends and unclaimed deposits with treasurer of state. Doubtful or conflicting claims. Books and papers depos- ited with clerk of courts after liquidation. Real estate bank may purchase, lease, hold or convey. Fire and burglar proof safes; safety deposit boxes. Property bank may re- ceive for safe keeping. Securities designated in which investment may be made. Securities shall be charged on books at cost. Application to superin- tendent to exercise cer- tain powers. Informa- tion furnished superin- tendent. Loans upon limitations. “Tmproved” defined. Loans may not be made upon shares of its cap- ital stock; sale of pledged stock, when. Loans to officer, director, etc., prohibited, unless authorized. Separate books shall be kept, when. How deposits shall be entered. Records years. Accounts minors. Deposits in name of two or more persons. Limitation of capital and mortgage; real. estate six of preserved in name surplus invested in one’ stock or security. Limitation of loans to company, firm or = cor- poration. ' Loans to which limita- tions not applicable. § 710-124. § 710-125. § 710-126. § 710-127. § 710-128. § 710-129, § 710-130. § 710-131. § 710-132. § 710-133. § 710-134. § 710-135. § 710-136. § 710-137. § 710-138. § 710-139. § 710-140. § 710-141. § 710-142. § 710-143. § 710-144. § 710-145. § 710-146. § 710-147. § 710-148. G. C. § 710-1 “Commercial or business paper” and “trade ac- ceptance” defined. ; Unauthorized deposits deemed loans. Borrowing of money and securities limited. Reserve banks may be designated; resolution certified to superinten- dent. Deposit in other bank as reserve, etc., limited. Loans, discounts or di- vidends of profits, pro- hibited, when. Dividend of undivided profits may be de- clared, when. Undi- vided profits, how as- certained. Deposits in trust for an- other; to whom paid. Nonpayment of check through error or mis- take, bank not liable to depositor, when. What deemed due dili- gence in forwarding check, notes, ete., for collection. When and how surplus of bank may be used. Accounts subject to: check may be received. Loans and discounts may be made. Drafts, bills of pechaned of future date may be accepted. Letters of credit may be issued, when. Limitation of amount of accepted drafts or bills. Word “soods” defined. Percentage of deposits kept. as. reserve. Investments and loans by Savings banks; enumer- ation of evidences of debt. Investment of funds by savings bank; securi- ties enumerated. Savings banks may. re- ceive deposits from whom. Terms upon which de- posits received pre- scribed by directors. Check against account may be paid, when and how. Percentage of deposits required as reserve. Associations and_ socie- ties formerly incorpo- rated may continue; election. Investment. of funds of such societies. Investment of societies incorporated by gener- al assembly. Dividends may be paid, when. G. C. § 710-1 OHIO PRIVATE § 710-149. § 710-150. § 710-151. § 710-152. § 710-153. § 710-154. § 710-155. § 710-156. § 710-157. § 710-158. § 710-159. § 710-160. § 710-161. § 710-162. Societies whose charters are subject to altera- tion or repeal. Trust companies may ac- cept trusts, when; cap- ital; deposit with treasurer of state. Foreign trust company may do ‘business in this state, when; de- posit; license fee. Certificate of tax com- mission filed annually with superintendent. Examination of trust company; expense. Compliance with law re- quired before accept- ance or execution of any trust; qualifying as executor or admin- istrator. Retirement from notice; application court for authority. How and from whom moneys may be re- ceived and held. Courts may order moneys state; to deposited with trust companies. Empowered to act as agents relative to evi- dences of indebtedness. Management and disposi- tion of property; may accept and execute all trusts. Trusts of fiduciary char- acter; may accept and execute on order of court. Capital and deposits with state treasurer held as security. Court may order investi- gation of company, when; expense. CORPORATIONS. § 710-163. § 710-164. § 710-165. § 710-166. § 710-169. § 710-170. § 710-171. § 710-172. § 170-173. § 710-174. § 710-175. § 710-176. § 710-177. § 710-178. § 710-179. § 710-180. 598 Officer empowered to Sign and swear to ac- counts, papers, etc. Investment of money and property held in trust. Mingling. of property or securities, prohibited. Investment of trust funds; securities enu- merated. Reserve fund required. . Title guaranty and trust company may establish bank, how. Subject to supervision and inspection laws. May have trust company powers when qualified. Reports to auditor of state and superinten- Application of misappli- cation, ete., of funds, unlawful; penalty. Wrongful charge on ac- count or certifying checks; penalty. Receiving money, when insolvent; ty. Receiving fictitious obli- gation, etc.; penalty. Drawing check, draft, ete., without credit; penalty. Prima _ facie evidence of intent to defraud. False advertising of cap- ital; penalty. Use of word “State” pro- hibited to unorganized banks; penalty. etc., penal- Banks subject to this act. Special plan banks; re- serve required. BANKS AND BANKING. Section 710-1. (Definitions of terms.) The following def- initions shall be applied to the terms used in this act: The term ‘‘surplus’’. means a fund created pursuant to the provisions of section 130 (G. C. § 710-1380) of this act by a bank or trust company from its net earnings or undivided profits, which to the amount specified and any additions thereto set apart and designated as such is not available for the payment of dividends and cannot be used for the payment of expenses or losses so long as such bank or trust company has undivided profits. The term ‘‘undivided profits’? means the credit balance of the profit and loss account of any bank or trust company. The term ‘‘net earnings’’ means the excess of the gross earnings of any bank or trust company over expenses and 599 / ‘BANKS. “) Gwe. § 710-2 ‘losses chargeable against such earnings during any dividend eriod. 3 The term ‘‘time deposits’’ means all deposits the payment _of which cannot legally be required within thirty days. The term “‘demand deposits’’ means all deposits the pay- “ment of which can legally be required within thirty days. The term “‘unincorporated bank’’ shall include ‘every un- incorporated person, firm or association transacting banking business in this state; and the term ‘‘board of directors”’ shall include the owner or owners of such banks. (108 (Pt. a) Vv. 90.) The banking code (§§710-1 to 710-189, inclusive) was enacted April 4, 1919, filed in the office of the secretary of state April 12, 1919, and became effective July 11, 1919. Section 710-2. (What the term ‘‘bank’’ shall include. All banks subject to examination and regulation.) The term ‘“pank’’ shall include any person, firm, association, or cor- poration soliciting, receiving or accepting money, or its equivalent, on deposit as a business, whether such deposit is made subject to check or is evidenced by a certificate of deposit, a passbook, a note, a receipt, or other writing, and unless the context otherwise requires as used in this act includes commercial banks, savings banks, trust companies and unincorporated banks; provided that nothing herein shall apply to or include money left with an agent pending investment in real estate or securities for or on account of his principal; nor to building and loan associations or title guarantee and trust companies incorporated under the laws of this state. All banks, including the trust department of any bank, organized and existing under laws of the United States, shall be subject to inspection, examination and regu- lation as provided by law. (108 (Pt. 1) v. 80.) A national bank must comply with § 710-150 et seq., before it is authorized to accept trusts in Ohio. Opins. Atty. Gen. 1915, pp. 1244, 957; Opins. Atty. Gen. 1921, p. 854; 19 O. L. R. 421. A national bank is subject to examination by the superintendent. Opins. Atty. Gen. 1915, p. 1244. A company incorporated for the purpose of ‘‘contracting for and buying and selling securities and bonds, also borrowing and loaning on same and making loans on real estate security’’ is not authorized to engage in the business of banking. The solicitation and receipt of government bonds on deposit. at its Ohio place of business, upon an agreement to return the same or like bonds on demand, at stipulated interest, for use as collateral, may be enjoined. Security Co. v. State, 105 O. S. 113 (1922); 20'0. L. BR. 113. The mere making of loans is not the transacting of banking busi- ness. A company may be incorporated for the purpose of making loans and investmerts under the general corporation law. Rep. Atty. G. C. § 710-3 OHIO PRIVATE CORPORATIONS. 600 Gen. 1905-1906, p. 50. See Bates v. Association, 42 O. S. 655 (1885); Bank v. Insurance Co., 41 O. S. 1 (1885); Hall v. Kummero, 7 N. P. 394; 5 L. D. 176 (1897). A mercantile ov manufacturing corporation is not authorized to accept deposits from employes under usual savings bank rules. Opins. Atty. Gen. 1915, p..1777. Section 710-3. (Words ‘‘bank’’, ‘‘banker’’, etc., in for- eign language restricted to definition. Persons, firms, etc., prohibited from using ‘‘bank’’, ‘‘banker’’, etc.; penalty.) The use of the word ‘‘bank’’, ‘‘banker’’ or “‘banking’’, or ‘‘trust’’, or words of similar meaning in any foreign lan- gcuage, as a designation or name, or part of a designation or name, under which business is or may be conducted in this state, is restricted to banks as defined in the preceding sec- tion. All other persons, firms or corporations are prohibited from soliciting, accepting or receiving deposits, as defined in section 2 of this act. (G.. C. § 710-2) and from using the word ‘‘bank’’, ‘‘banker’’, ‘‘banking’’, or ‘‘trust’’, or words of similar meaning in any foreign language, as a designation or name, or part of a designation or name, under which busi- “ness may be conducted in this state. Any violation of this prohibition, after the day when this act becomes effective, shall subject the party chargeable therewith, to a penalty of $100.00 for each day during which it is committed or re- peated. Such penalty shall be recovered by the superinten- dent of banks by an action instituted for that purpose, and in addition to said penalty, such violation may be enjoined and the injunction enforced as in other cases. (When and how long the word ‘‘trust’’ may be used.) Provided, however, that any corporation now incorporated under the name which ineludes the word ‘‘trust’’, and which is qualified to transact a. trust business, may con- tinue the use of such word so long as it complies. with the requirements of this act; provided, that every corporation incorporated under a name which includes the word ‘‘trust”’ and is not qualified to transact a trust business is required. to change its name so as to eliminate the word ‘‘trust’’ therefrom within two years from the date when this act becomes effective during which period such company shall not be subject to the penalty of this section, but nothing herein shall prevent a title, guaranty and trust company from continuing the use of the word “‘trust’’ in its name provided such company is qualified to do business under the provisions of section 9851 of the General Code. (108 (Pt. 2). v. 1191; 108 (Pt..1) v. 81; G. C. § 744-1; 103 v. 379, § 1.) See Constitution, Article 13, Section 3. 601 BANKS. G. C. § 710-5 This section is constitutional. Inglis v. Pontius, 102 O. S. 140 (1921); affirming, 15 Ohio App. 228, The designation ‘‘Investment Bankers’’, on letter heads and in advertisements, is a violation of this section, although not a part of the name or business title of the party using the designation. Inglis v. Pontius, 102 O. 8. 140 (1921); affirming, 15 Ohio App. 228. The designation ‘‘bank’’, ete., is unlawful unless the institution submits to regulation under the superintendent and pays the fees. Rep. Atty. Gen. 1913, p. 826; Rep. Atty. Gen. 1914, p. 192. A bank incorporated prior to July 11, 1919, with a name con- taining the word ‘‘trust’’, which failed*to qualify to transact a trust business by making the deposit required by § 710-150, was required to change its name by eliminating the word ‘‘trust’’ within two years from the effective date of the original act, rather than the effective date of the amendment of this section. 108 (Pt. 2) 1911; Opins. Atty. Gen. 1920, p. 1223. Section 710-4. (‘‘Federal Reserve Act,’’ ‘‘Federal Land Banks’’ and “‘Joint Stock Land Banks’’ defined.) Wherever the term ‘‘Federal Reserve Act’’ is used in this act the same shall be held to mean the act of the 63rd congress of the United States, entitled ‘‘An act to provide for the establish- ment of federal reserve banks, to furnish an elastic currency, to afford means of rediscounting commercial paper, to estab- lish a more effective supervision of banking in the United States, and for other purposes,’’ approved by the President of the United States on December 23rd, 1913, and subsequent amendments thereto; and wherever the terms ‘‘Federal Land Banks’’ and ‘‘Joint Stock and Banks’’ are used in this act the same shall be held to mean banks organized under the act of the 64th congress of the United States approved by the president July'17, 1916, and known by the short title of ‘““The Federal Farm Loan Act,’’ and subsequent amendments thereto. (108 (Pt. 1) v. 81; G. C. § 9796-1; 104 v. 185.) Section 710-5. (Every bank may become member under Federal Reserve Act; rights and powers of member banks. Subject to state supervision and examination of Federal Re- serve Board.) Every bank, in addition to the powers, rights and privileges possessed by it under the laws of Ohio shall have the right and power to become a member bank under the federal reserve act upon the terms and conditions set forth in said federal reserve act, or hereafter provided by law. Every bank which becomes a member bank shall have the right and power to do everything required of or granted by said federal reserve act to member banks which are or- ganized under state laws; and compliance by banks with the reserve requirements of said federal reserve act, shall be accepted in lieu of the reserve requirements provided by the G. C. § 710-14 OHIO PRIVATE CORPORATIONS. 602 laws of Ohio. Any such bank or trust company shall con- tinue to be subject to the supervision and examinations re- quired by the laws of this state, except that the federal reserve board shall have the right, if it deems necessary, to make examinations; and the authorities of this state having supervision over such bank or trust company may disclose to the federal reserve board, or to examiners duly appointed by it, all information in reference to the affairs of any bank or trust company which has become, or desires to become, a member of a federal reserve bank. Nothing contained in this section shall in any way or manner affect or have ref- erence to banks which do not become member banks under said federal reserve act except as provided in this act. (108 (Pt. 1) v. 81; G.. C. § 9796-2; 104 v. 185.) Section 710-6. (Superintendent of banks; appointment, term, duties.) The governor, with the advice and consent of the senate, shall appoint the superintendent of banks in the department of commerce, who shall hold his office for the term of two years unless sooner removed at the will of the governor. The superintendent of banks shall execute the laws in relation to banks. , (109 v. 125; 108 (Pt. 1) v. 82; G. C. § 710; 99°v. 287, 878.) Section 710-11. (Superintendent nor employes shall be interested in nor borrow from banks.) Neither the superin- tendent of banks, nor any deputy, assistant, clerk, examiner or employe appointed by him, shall be interested, directly or indirectly, in any national bank or in any bank under his supervision, or be engaged in the business of banking, or directly or indirectly borrow money from any bank or per- son under his supervision. (108 (Pt. 1) v. 83; G. C. § 717; 103 v. 384, § 12; 99 v. 288, § 87.) ° This section does not apply to loans made before it took effect, but does apply to renewals made subsequently. Rep. Atty. Gen. 1913, p- 822. Section 710-14. (How and by whom proceedings shall be brought.) All suits or proceedings brought by the superin- tendent of banks under authority of law, or to collect any penalty or forfeiture, shall be brought in the name of the state upon his relation, and shall be conducted under the direction and. supervision of the attorney general. Such suit or proceeding may be prosecuted in the common pleas eourt of Franklin county, or of any other county in which a 603 BANKS. G. C. § 710-17 the defendant or one or more of the defendants reside or may be found. Im all suits or proceedings instituted by the superintendent of banks the writ may be sent by mail to the sheriff of any county, and returned by him in like manner. For such service the sheriff shall be allowed the same mileage and fees as if the writ had been issued from the common pleas court of his county and made returnable thereto. (108 (Pt. 1) v. 83; G. C. § 732; 99 v. 291, § 102.) Suits to collect notes and claims of a bank under liquidation by the superintendent should under this section be brought in the name of the state on relation of the superintendent. Rep. Atty. Gen. 1911- 1912, p. 759. Section 710-16. (Copies of records and papers, under seal, evidence.) Copies of all certificates, records and papers in the office of the superintendent of banks, duly certified by him and authenticated by his seal of office, shall be evidence in all courts of, this state, of every matter which could be proved by the production of the original. (108 (Pts Ujoy. 84; G. C. §§ 718, 733; 99 v. 288, §§ 89, 103.) Section 710-17. (Fees paid to superintendent of banks.) That for the purpose of maintaining the department of the superintendent of banks and the payment of expenses incident thereto, and especially the expenses of inspection and exam- ination, the following fees shall be paid to the superintendent of banks of Ohio: (Fees of banks subject to inspection and examination.) (A) Each bank, which under the laws of Ohio is sub- ject to inspection and examination by the superintendent of banks and is authorized to do business, or is in process of voluntary liquidation on the day preceding the first Monday in May in each year, shall pay to the superintendent of banks on or before the fifteenth day of June in each year, the sum of twenty dollars, and in addition thereto one one- ninetieth of one per cent of the total aggregate resources of such bank in excess of fifty thousand dollars as shown by the report of the condition of each such bank, made upon call by the superintendent of banks last before such day pre- ceding the first Monday in May of -such year; provided how- ever, that. in no event. shall such total fee exceed the sum of two thousand dollars in any one year; provided, that all banks which operate a branch bank or branch banks in addi- tion to the charges above to be paid, shall pay: at the time prescribed, above the sum of. fifty dollars for. each branch bank operated by it; provided, also, that in addition to the G. C. § 710-19 OHIO PRIVATE CORPORATIONS. 604 fees prescribed herein, the actual cost of the examination of the trust department of a bank, or of any bank organized under the laws of the United States, as fixed by the super- intendent of banks, shall be paid by such bank. (Fees of bank, company, corporation, person, association or co-partnership.) (B) Each bank, company, corporation, person, association and co-partnership desiring and intending to transact business in this state, which will be subject to in- spection and examination by the superintendent of banks, shall pay to the superintendent of banks for the preliminary examination required by law to be made by the superintend- ent of banks a fee of seventy-five dollars, such fee to be paid prior to the consideration of such application as provided in sections 42 et seq. of this act [G. C. § 710-42]. (Fee of foreign trust company.) (C) Hach foreign trust company desiring and intending to do business in this state shall annually pay to the superintendent of banks a fee of one hundred dollars for issuance to it of a certificate authorizing it to transact business in this state, and such fees shall be paid before such certificate is issued. (Fee of railroad, steamship or express company.) (D) Every railroad, steamship or express company transacting business in this state under section 181 of this act [G. C. § 710-181] shall pay to the superintendent of banks on or before the fifteenth day of June in each year a fee of two hundred and fifty dollars. (Monies collected by superintendent of banks paid into the state treasury.) (E) All fees, charges and penalties re- quired by law to be paid to the superintendent of banks, and collected by him, shall be paid by him into the state treasury to the eredit of a fund for the use of the department of banks, and shall be used’ upon the order of the superintend- ent of banks, but shall not be used or paid out or appropri- ated for any other purpose. In any year when such fund is sufficient for maintain- ing the department of banks for the ensuing year then the assessment provided for in paragraph (A) hereof shall be omitted for such year. (110 v. 448; 108 (Pt. 1) v. 84; 106 v. 361; G. CO. § 736; 108 v. 180, §1; 99 v. 292, § 107.) Section 710-18. (Annual report of superintendent of banks to governor.) Omitted. Section 710-19. (Examination of banks, when.) At least once each year and as often as the superintendent of banks 605 BANKS. G. C. § 710-23 may deem necessary, the superintendent of banks or an eX- aminer appointed for that purpose shall thoroughly examine F the cash, bills, collaterals, securities, books of account and affairs of each bank. He shall also ascertain if such bank is conducting its business in the manner prescribed by law and at the place designated in its articles of incorporation, if in- eorporated, and if unincorporated, then at the place author- ized. - (108 (Pt. 1) v. 85; G. C. § 724; 106 v. 360; 99 v. 289, x § 96.) Section 710-20. (Doubtful or disputed assets; appraise- ment of.) If any assets of a bank are of doubtful or dis- puted value an appraisement of such assets may be had for which purpose one appraiser shall be chosen by the bank, one by the superintendent of banks, and the two so chosen shall choose the third. The valuation as fixed by two ap- praisers shall be accepted as the probable value of such as- sets for the purposes of such examination. No appraiser shall be in any way interested in such bank or be connected with the banking department. All expenses of such appraise- ment shall be paid by such bank. (108 (Pt. 1) v. 86.) Section 710-21. (Examination upon written request.) When requested in writing upon the authority of the board of directors or stockholders of any bank to make an exam- ination of such bank, the superintendent of banks shall do a (0G (Eta 1). Soe GO S21. 99 ve 289, °s 93") Section 710-22. (Expense of special examination.) When- ever the superintendent of banks makes a special examina- tion of any bank at the request of the directors or stock- holders, or upon his own determination, the expense thereof shall be paid by the bank. Such expenses shall be collected by the superintendent of banks and paid into the state treas- ury as provided by law. (108 (Pt. 1) v. 86; G. C. § 720; 99 v. 289, § 92.) Section 710-23. (Special examination defined.) Any ex- amination made by the superintendent of banks otherwise than in the ordinary routine of the department and because in his opinion the condition of the bank requires such ex- amination, and every examination made at the request of the board of directors or stockholders of any bank, shall be deemed a special examination within the meaning of the preceding section. (108 (Pt. 1) v. 86.) G. C. § 710-28 OHIO PRIVATE CORPORATIONS. 606 Section 710-24. (Power to administer oaths.) For the purpose of such examination, the superintendent of banks or such examiner may administer oaths to and examine any officer, agent, clerk, customer, depositor, shareholder of such bank or other person touching its affairs and business. (108 (Pt. 1) v. 86; G. C.'§ 725; 99 v. 289, -§ 96.) Section 710-25. (Authority to summon officer, agent, clerk, etc.) The superintendent of banks may summon in writing under his seal any such officer, agent, clerk, customer, de- positor, shareholder or any person resident of the state to appear before him or a deputy or examiner and testify in relation thereto. If a person so summoned to appear and give testimony, fails to appear or neglects or refuses to answer any pertinent or legal question that may be put to him by the superintendent of banks or such examiner or deputy, touching ‘the matter under examination, the super- intendent shall apply to the probate court of the county in which such inquiry is conducted to issue a subpoena to such person to appear before him. (108 (Pt. 1) v. 86; G. C. § 726; 99 v. 290, § 97.) This section contemplates an oral examination and does not au- ae the superintendent to require affidavits. Rep. Atty. Gen. 1914, p- . Section 710-26. (Probate judge shall issue subpoena, when.) Upon such application, the probate judge shall is- sue a subpoena for the appearance forthwith of such person or persons before him to give testimony. Whoever, being so subpoenaed, fails to appear, or appearing, refuses to testify, shall be subject to like proceedings and penalties for con- tempt as witnesses in actions pending in the probate court. (108 (Pt. 1) v. 86; G. C. §'727; 99 v. 290, § 98.) Section 710-27. (Witness fees and mileage.) Each wit- ness who appears before the superintendent of banks, or be- fore such deputy or examiner, by order of the superinten- dent of banks, shall receive for his attendance, the fees and mileage provided for witnesses in civil cases in the common pleas court, which shall be audited: and paid by the state out of moneys appropriated for the department of banks for the purpose of transportation, upon the presentation of pro- ‘per voucher, sworn to by such witness and approved by the superintendent of banks. (108 (Pt. 1) v. 87.) Section 710-28. (Books, assets, papers, etc., shall be sub- mitted; possession taken of bank on refusal.) The officers 607 BANKS. G. C. § 710-30 of every bank shall submit its books, assets, papers and con- cerns to the inspection and examination of the superinten- dent of banks or any deputy, or duly appointed examiner, and on refusal so to do or to be examined on oath touching the affairs of such bank, the superintendent of banks may forthwith take possession of the property and business of such bank and liquidate its affairs and remain in possession of its property and business until. its affairs be finally liqui- dated, as hereinafter provided. (108 (Pt. 1) v. 87; G. C. Sees JUL y., 210; 09 V. 2gu, 18 do.) Section 710-29. (Examinations made without previous notice.) All examinations required to be made by the super- intendent of banks under the provisions of this act shall be made without previous notice to the bank, to be examined. (108 (Pt. 1) v. 87; G. C. § 734; 99 v. 291, § 104.) Section 710-30. (Assessments to pay deficiencies in capi- tal. Sale of stock at auction, on refusal. Possession taken on failure to pay deficiency within three months.) Every bank whose capital stock has not been paid in as required by law, and every bank whose capital shall have become impaired by losses or otherwise, shall within three months after receiving notice from the superintendent of banks, cause the deficiency in such capital to be paid in by as- sessment upon the stockholders pro rata for the amount of capital stock held by each. If any stockholder of such bank neglects or refuses to pay such assessment as herein provided, it shall be the duty of the board of di- rectors to cause a sufficient amount of the capital stock of such stockholder or stockholders to be sold at public auction, upon thirty days’ notice given by posting such notice of sale in the office of the bank and by publishing such notice in a newspaper in the place where the bank is located, and if none, then in a newspaper published near- est thereto, to make good the deficiency, and the balance, if any, shall be returned to such delinquent shareholder or shareholders. If any bank shall fail to cause to be paid in such deficiency in its capital stock for three months after receiving such notice from the superintendent of banks, the superintendent of banks may forthwith take possession of the property and business of such bank until its affairs be finally liquidated as provided by law. (Sale shall effect cancellation.) A sale of stock as pro- vided in this section, shall effect an absolute cancellation of the outstanding certificate, or certificates, evidencing the G. C. § 710-31 OHIO PRIVATE CORPORATIONS. 608 stock so sold, and shall make said certificate null and void, and a new certificate shall be issued by the bank to the pur- chaser of such stock. (108 (Pt. 1) v. 87; G. C. §§ 730, 781; 99 v. 291, §§ 100, 101.) Where directors, in order to make good a loss, execute a note to the bank and the bank in consideration thereof executes a note of the same amount to the directors, one obligation offsets the other. Rep. Atty. Gen. 1911-1912, p. 765. Under § 710-30 the superintendent may, in his discretion, permit the voluntary liquidation of a bank, although its capital stock is im- paired, if he is satisfied that it is solvent. Rep. Atty. Gen. 1910- 1911, p. 568. Sale of stock for failure to pay installment. § 710-53. Section 710-31. (Number of reports required yearly to superintendent; what reports shall exhibit; publication of summary.) Every bank shall make to the superintendent of banks four, and if the superintendent of banks so orders, then five reports during each calendar year, according to and in the form which may be prescribed by him, verified by the oath or affirmation of the president, vice-president, cashier, secretary or treasurer of such bank. Each such report shall exhibit in detail and under appropriate heads, the resourees, assets and liabilities of such bank at the close of business on any past day by the superintendent of banks specified, and shall be transmitted to the superintendent of banks within ten days after the receipt of a request or requisition therefor, from him; and in the form prescribed by the superintendent of banks, a summary of such report shall be published in a newspaper published in the place where such bank is established, or if there is no newspaper in the place, then in the one published nearest thereto in the same county, at the expense of such bank; and such proof of such publication shall be furnished the superin- tendent of banks as may be required by him. So far as possible the day specified by the superintendent of banks, shall be the same as that specified by the comptroller of the currency for reports from national banking associations. (108 (Pt? 1) wh SB GEG SS 8 TU TSO So ow, 20a. Sy 05d Oe A former statute (R. S. §§ 2759 to 2761) which required banks to make statements to the county auditor, was held constitutional. Treasurer v. Bank 47 O. S. 503 (1890). Collett v. Springfield Sgs. Soe. 18 C. C. 181; 7 C. D. 146 (1896) ; affirmed 56 O. S.. 776. This statute was construed in Exchange Bank v. Hines 3 0. S. 1 (1853). Ellis v. Linck 3 O. S. 66 (1853). Bank v. McGregor 6 O. S. 45. Patton v. Bank, 7 N. P. 401; 10 L. D. 321 (1900). ~ 609 BANKS. G. G. § 710-35 Chapman v. Bank 56 O. S. 310, 329 (1897); 173 U. S. 205. Cleveland Trust Co. v.. Lander 19 C. C. 271; 10 C. D. 451; 8. ¢. a Os. 26637184 OL, Serr. Section 710-32. (Special report may be required.) The superintendent of banks may eall for a special report when- ever in his judgment it is necessary to inform him fully of the condition of any bank; which report shall be in and according to the form prescribed by the superintendent of banks, shall be transmitted to him within five days after the receipt of a requisition therefor from him, shall be verified as provided in the last preceding section, and shall be pub- lished as therein provided if required by the superintendent of banks. (108 (Pt. 1) v. 88; G. C. § 740; 99 v. 292, § 111.) Section 710-33. (Penalty for failure to make or publish reports!) Every bank failing. to make and transmit to the superintendent of banks any of the reports required by this act and in and according to the form prescribed by the superintendent of banks therefor, or failing to publish the reports as required by law, shall forthwith be notified by the superintendent, and, if such failure continues for five days after receipt of such notice, such delinquent bank shall be - subject to a penalty of one hundred dollars for each day thereafter that such failure continues, such penalty to be recovered by the superintendent of banks and paid into the fund provided for by section 17 of this act (G. C. § 710-17). (108 (Pt. 1) v. 88;~G. C. § 741;.99 v, 202, §112.) Section 710-34. (Official communication - submitted to board of directors; record; certification.) Hach official ecom- munication directed by the superintendent of banks or one of his deputies to a bank or to any officer thereof, relating to an examination or investigation conducted by the banking de- partment or containing suggestions or recommendations as to the conduct of the business of the bank, shall if required by the superintendent of banks be submitted by the officer re- ceiving it to the executive committee or board of directors of such bank, and duly noted in the minutes of such meeting. The receipt and submission of such notice to the executive committee or board of directors shall be certified within five days thereafter to the superintendent of banks by three members of such committee or board. (108 (Pt. 1) v. 88.) Section 710-35. (Facts and information obtained in ex- amination kept secret; penalty for violation.) Whoever, being the superintendent of banks, a deputy, assistant, clerk in his employ or an examiner, fails to keep secret G. C. § 710-37 OHIO PRIVATE CORPORATIONS. 610 the facts and information obtained in the course of an ex- amination, except when the public duty of such officer re- quires him to report upon or take official action regarding _the affairs of the person, partnership, corporation, company, society or association so examined, or wilfully makes a false official report as to the condition of such person, partnership, corporation, company; society or association, shall be fined not more than five hundred dollars or imprisoned in the peni- tentiary not less than one year nor more than five years, or both. Nothing in this section shall prevent the proper ex- change of information relating to banks and the business thereof, with the representatives of the banking departments of other states, with the national bank authorities, or with clearing house association examiners. (Removal.) Any official, violating any provision of this section, in addition to the penalties therein provided shall be removed from office and be liable, with his bondsmen, in dam- ages to the person or corporation injured by the disclosure of such secrets. (108 (Pt. 1) v. 88; G. C. §§ 12898, 12899; 106 v. 360; 102 v. 171; 101 v. 276; 99 v. 291, § 106.) Under an earlier form of this section, information could not be disclosed to clearing house examiners and audit companies. Rep. Atty. Gen. 1914, p. 1649. It was said that the superintendent could testify as to affairs of a defunct bank. Opins. Atty. Gen. 1915, p. 151. Section 710-36. (Signing and verifying papers in proceed- ings.) In proceedings connected with any authority exer- cised under this act, all accounts and other papers may be signed and sworn to in behalf of such bank by any officer thereof duly authorized by it. The answers and examina- tions under oath, of such officer, shall be received as the answers and examinations of the bank. A court may order and compel any officers of such bank to answer and attend such examination the same as if they, instead of the bank, were parties to the proceedings or inquiry. (108 (Pt. 1) v. 88; G. C. § 9791; 99 v. 286, § 74.) Section 710-37. (Minimum capital of commercial or sav- ings banks and trust corporations.) The capital of a com- mercial or savings bank or a combination of both shall be not less than twenty-five thousand dollars; provided that in cities the population of which exceeds ten thousand such capital shall be not less than fifty thousand dollars. The capital of a corporation transacting a trust busi- ness shall be not less than one hundred thousand dollars 611 BANKS, G. C. § 710-40 and if such business is combined with that of a commercial or savings bank, or a combination of both, such capital shall be in addition to the capital required for such com- mercial or savings bank, or a combination of both, as pro- vided herein. (108 (Pt. 1) v. 88; G. C. § 9704; 99 v. 269, § 2.) Preferred stock is not authorized. Rep. Atty. Gen. 1911-1912, py 777. This section does not apply to national banks. Opins. Atty. Gen. 1921, p. 854; 19 O...L..R. 421. Section 710-38. (Existing banks must increase capital within three years!) Every incorporated bank now having a lesser capital than that required by section 37 (G. C. § 710- 37), except societies for savings and savings societies here- tofore chartered and incorporated under a special act, shall within three years from the enactment of this act cause the amount of its capital to be increased and paid up to the amount of said minimum capital prescribed in said section. (108 (Pt. 1) v. 89.) Section 710-39. (When articles of incorporation may be _ filed and recorded.) All corporations hereafter incorporated as commercial banks, savings banks, trust companies, or a corporation having departments for two or more, or all such classes of business, shall be incorporated and organized with a capital stock, and under the provisions of this act. ‘The secretary of state shall not file or record articles of incorporation for any such proposed corporation, unless in accordance therewith, and only upon certificate of the superintendent of banks, as provided in sections 44 and 46 of this act [G. C. §§ 710-44, 710-46]. (108 (Pt. biiew: 90; G. C. § 9723; 99 v. 272, § 18.) Section 710-40. (Foreign bank prohibited from doing other than loan business.) No bank or banking institution incorporated under the laws of any other state shall be per- mitted to receive deposits or transact any banking business of any kind in this state, except to lend money, or as other- Wise provided by law in relation to trust companies. (108 (Pt. 1) v. 90; G. C. § 9796; 99 v. 287, § 80.) Foreign trust companies, see § 710-150 et seq. A state may prohibit, altogether, the banking institutions of other states from exercising corporate powers within its territorial limits, and this right to exclude necessarily involves the power to specify the terms and conditions upon. which the privilege may be exercised. Bank v. Prather, 12 0. 8. 497, 507 (1861). Ashley v. Ryan, 153 U. 8. 436; affirming, 49 O. S. 504. G. C. § 710-41 OHIO PRIVATE CORPORATIONS. 612 Section 710-41. (Number and qualifications of persons re- quired to establish bank.) Any number of persons, not less than five, a majority of whom are citizens of this state, may associate and become incorporated to establish a commercial bank, a savings bank, a trust company, or to establish a bank having departments for two or more or all of such classes of business, upon the terms and conditions and subject to the limitations hereinafter and by law prescribed. (Requisites of articles of incorporation.) Such persons shall subseribe and acknowledge before an officer authorized to take acknowledgment of deeds, articles of incorporation, the form of which shall be prescribed by the secretary of state, which must contain: a. The name by which such corporation is to be known, which shall begin with the word ‘‘The’’ and end with the word ‘‘bank’’ or ‘‘ecompany.”’ b. The place where its business is to be transacted, designating the particular city, village or township. ce. The purpose for which it is formed, whether that of a commercial bank, savings bank, trust company, or a com- bination of two or more or all, of such elasses of business, or a special plan bank, as provided in section 180 of this aet (G. C. § 710-180). d. The amount of its capital, which shall be divided into shares of one hundred dollars each. (108 (Pt. 1) v. 90; G. C. §§ 9702, 9703; 99 v. 269, §§ 1, 2; 102 v. 171.) A bank should be incorporated under this chapter, not under the general corporation law. The articles must definitely state the nature of the banking business to be transacted. Rep. Atty. Gen. 1908-1909, p. 80. Sections 710-41 et seq. provide a method of organization, similar to, but exclusive of, the general corporation law. Rep. Atty. Gen. 1910-1911, p. 570. The purpose clause of the articles of a trust company should not include power to act as a real estate or insurance agent. Rep. Atty. Gen. 1909-1916, pp. 326, 330. If the articles of incorporation state that the corporation is formed for the purpose of a commercial bank and a savings bank, the fact that it may not transact any commercial business does not relieve it from complying with the legal obligations of a commercial bank, such as reserve requirements. The articles of incorporation control in determining the corporate purpose. Rep. Atty. Gen. 1914, p. 85. Name. See also § 710-44. ; A banking corporation organized prior to the enactment of this chapter, which has not availed itself of the provisions of this chapter. can not change its name to end with the word “Bank.” Rep. Atty. Gen. 1910-1911, p. 566. = 613 BANKS. G. C. § 710-44 Place of business. Power to maintain branches. See § 710-73. Capital stock. Preferred stock is not authorized. Rep. Atty. Gen. 1911-1912, (yale Minimum capital stock, § 710-37. Section 710-42. (Certificate of clerk of court. Authority of superintendent required before record of articles.) The official character of the officer before whom the acknowledg- ment of articles of incorporation is made, shall be certified _ by the clerk of courts of common pleas of the county in which the acknowledgment is taken and the articles shall be filed in the office of the secretary of state. The secretary of state shall forthwith transmit to the superintendent of banks a copy of such articles of incorporation and shall not record the same until duly authorized so to do by the superintendent of banks as hereinafter provided. (108 (Pt. 1) v. 90; G. C. 9705-99. vy.’ 269, $3.) Section 710-43. (Publication of notice of proposed bank.) Such persons shall, at or before the time such articles of in- corporation are forwarded to the secretary of state, cause notice to be published in a newspaper published in the place where such bank is to be located, and if no newspaper is published in such place, then in one published nearest there- to. Such notice shall specify the name of the proposed bank, its location, the amount of its proposed capital and the names of the persons who propose to incorporate the same. Such notice shall be published for two weeks and a certified copy thereof furnished to the superintendent of banks. (108 (Pt. zy -¥.. 90.) Section 710-44. (Duties of superintendent relative to pro- posed bank.) Upon receipt of a copy of the articles of in- corporation of such proposed bank, the superintendent of banks shall at once examine into all the facts connected with the formation of such proposed corporation including its location and proposed stockholders and if it appears that such corporation, if formed, will be lawfully entitled to commence the business of banking, the superintendent of banks shall so certify to the secretary of state, who shall thereupon record such articles of incorporation. But the superintendent of banks may refuse to so certify to the Secretary of state, if upon such examination and investiga- tion he has reason to believe that the proposed corporation G. C. § 710-45 OHIO PRIVATE CORPORATIONS. 614 is to be formed for any other than legitimate banking busi- ness, or that the character and general fitness of the persons proposed as stockholders in such corporation, are not such as to command the confidence of the community in which such bank is proposed to be located or that the public con- venience and advantage will not be promoted by its estab- lishment, or that the name of the proposed corporation is likely to mislead the public as to its character or purpose; or if the proposed name is the same as one already adopted, or appropriated by an existing bank in this state, or so similar thereto as to be likely to mislead the public, unless the place of business of such proposed corporation is to be located in a county other than the one in which the cor- poration bearing such similar name is then doing business and the corporation so adopting such name adds thereto the word ‘‘of ——__—_————_.”’_ (Indicating thereby the name of the city, village or township in which its place of business is situated.) (108 (Pt. 1) v- 91; G. C. § 9921; 102 Ve LL; 9D e720 165) This section authorizes the superintendent of banks, in his dis- cretion, to withhold a certificate. The remedy for abuse of disere- tion is by appeal under § 710-45. Opins. Atty. Gen. 1915, p. 272. Name. See also § 710-41. the name “Trust Company” should not be used unless the corpora- tion possesses trust powers. Rep. Atty. Gen. 1909-1910, p. 111. The name may be changed by amendment of the articles of incor- poration. Rep, Atty. Gen. 1910-1911, p. 572. Where it is desired to adopt a name already adopted by another bank, the name of the city or village where located must be added. Rep. Atty. Gen. 1908-1909, p. 80. Use of word “State” restricted. § 710-178. Use of words “bank,” “banker” and “banking” restricted. Const Art. 13, § 3. The superintendent of banks, and not the secretary of state, de- termines whether the name of a proposed bank infringes the name of an existing bank. After he has certified approval of a name and the articles have been recorded by the secretary the superintendent cannot revoke his certificate, unless it has been obtained by fraud. Opins. Atty. Gen. 1919, p. 1485; 11 Dept. Rep. 272. ‘ Section 710-45. (Appeal when certificate withheld; hear- ing.) If the superintendent of banks withholds such cer- tificate an appeal may be made to a board composed of the governor, superintendent of banks and the attorney general. The decision of such board in the matter shall be final. oe aaa 615 . BANKS. G. C. § 710-47 Such board shall prescribe the rules and procedure under which all appeals shall be heard, and may from time to time amend the same. Upon its order, the superintendent of banks shall summon in writing, under his seal, any per- son resident of this state, to appear before such board and testify in relation to any such appeal, and in the event of the failure of any person summoned to appear before such board and to testify as herein provided, such board shall proceed in all respects as provided in sections 25, 26 and 27 of this act. (108 (Pt. 1) v. 91; G. C. §§ 710-25, 710-26, 710-27.) Section 710-46. (Duties of secretary of state.) Upon re- ceipt of such certificate from the superintendent of banks the secretary of state shall record said articles of incorpora- tion; one copy thereof, duly certified by the secretary of state shall thereupon be furnished to the incorporators of such corporation, and one copy to the superintendent of banks, to be by him filed in his office. All certificates there- after filed in the office of the ‘secretary of state relating to such corporation shall be recorded, and a certified copy thereof forthwith furnished to the superintendent of banks and filed in his office. (108 (Pt. 1) v. 91.) Section 710-47. (Enumeration of powers.) When such articles of incorporation are so recorded, the persons who subscribe them, their associates, successors and assigns, by the name designated therein, shall become a body corporate with succession, and, as such, shall have power: (a) To adopt and use a corporate seal, and to alter it at will; (b) To contract and be contracted with; (ec) To sue and be sued; (d) To adopted regulations for the government of the corporation, not inconsistent with the constitution and laws of this state; (e) To do all needful acts, to carry into effect the ob- jects for which it was created. (108 (Pt. Wy ae 92 2 3G: § 9708; 99 v. 270, § 4.) Powers of banks. The phrase “associations with banking powers,” - used in section 7, article 13 of the constitution, relates only to banks of issue. Dearborn v. Bank, 42 O. S. 617 (1885). A bank has no power to deal in hay. Bank vy, oh” 209 Cry rC- n. s. 432 (1914). To maintain branch banks. The power of a bank to main- tain branches is restricted by § 710-73.: G. C. § 710-47 OHIO PRIVATE CORPORATIONS. 616 To acquire stock in other corporations, or its own stock. A bank has no power to purchase its own stock. G. C. § 710-114. Rep. Atty. Gen. 1910-1911, p. 569. See also note to § 8627. To save itself from loss on a preexisting debt, a bank may acquire stock in other banks or its own stock. G. C. § 710-114. Taylor v. Miami Exporting Co., 6 Ohio 177 (1833). State v. Franklin Bank, 10 Ghio 91, 97 (1840). See notes to §§ 8627 and 8683. For power of commercial banks to make loans on corporate stock as collateral, see note to § 710-136. Power of savings banks to invest in stocks. § 710-140. To guarantee payment of bonds or commercial paper. A banking corporation selling bonds, not belonging to it, has no power to guarantee their payment. But it may, in making the sale, obligate itself to repurchase them at the same price on demand and such a contract will be enforced. Bank v. Schaeffer, 16 C. C. 457; 9 C. D. 182 (1898). .See Pollitz v. Commission, 96 O. S. 49 (1917). A bank authorized to buy, sell or negotiate paper may guarantee that the same is collectible. Sturges v. Bank, 11 O. 8. 153 (1860). Bank *v.” Bank, 4570. S:’236 (1887). G. C. § 710-136. To take over and conduct the business of a debtor. A bank may, to save itself from loss on a preexisting debt, take over and conduct, temporarily, the business of its debtor. Bank v. Kehnast, di NS Pe i. SE es S28,” De (CLP. 1886). But a national bank has no power to obligate itself to. operate a street or interurban railway. Gress v. Fort Loramie, 100 O. 8. 35 (1919); reversing, 21 N. P: n. s. 81. To act as real estate or insurance agent. A banking com- pany probably has no power to act as real estate or imsurance agent. Rep. Atty. Gen. 1913, p. 42. Rep. Atty. Gen. 1908-1909, p. 196. Rep. Atty. Gen. 1909-1910, pp. 326, 330. To borrow money. See § 710-126. — As to deposits. See note to § 710-117. To furnish surety bond. A bank may furnish a surety bond for the protection of its depositors, other than public bodies, and may . pay the premiums therefor. Rep. Atty. Gen. 1912, p. 707. And may deposit collateral with the surety signing its bond. Rep. Atty. Gen. 1913, p. 794. As to loans and investments. Authorized investments and loans. Commercial banks: §§ 710-136, 710-111, 710-122. Savings banks: §§ 710-139, 710-140. Limitation as to one loan or stock: §§ 710-121, 710-122. Discounts. See note to § 710-136. The mere making of loans is not transacting the business of banking, although it is an incident of banking. A company may be incorporated under the general corporation law for the purpose of making loans. Rep. Atty. Gen. 1905-1906, p. 50. See Bank v. Insurance Co., 41 O. S. 1 (1885). Hall v. Kummero, 7 N. P. 394; 5 L. D. 176 (1897). 617 BANKS. G. C. § 710-47 Contracts for usurious interest. A stipulation for interest, to be received or paid by a corporation, at a rate higher than permitted by the usury laws, does not render the loan or debt void. The principal may be recovered together with interest at the lawful rate. National Bank v. Insurance Co., 41 O. 8. 1 (1884). Larwell v. Hanover, etc., Soe., 40 O. 8S. 274 (1883). Ewing v. Toledo Sav. Bank, 43 O. S. 31 (1885). State v. Urbana, ete., Co., 14 Ohio 6 (1846). First N. B. v. Garlinghouse, 22 O. S. 492 (1872). Under former statutes and certain special charters which expressly prohibited corporations from charging more than a certain rate of in- terest, it was held that a contract for a higher rate was wholly void and _ that neither principal nor interest could be recovered. Bank v. Swayne, 8 Ohio 257 (1838). Miami Exporting Co. v. Clark, 13 Ohio (1844). Preble County v. Russell, 1 O. 8S. 313 (1853). Bank of Wooster v. Stevens, 1 O. S. 233 (1853). Russell v. Failor, 1 O. S. 327, 329 (1853). Union Bank v. Bell, 14 0. S. 200, 209 (1863). Kilbreth v. Bates, 38 O. 8. 187 (1882). See Laskey v. Board of Education, 35 O. S. 519 (1880). Southern Bank v. Gassoway, 1 Dis. 207 (1856). Kilbreth v. Wright, 1 W. L. B. 1; 4 Am. L. R. 449 (1876). Creed v. Commercial, etc., Bank, 11 Ohio 489 (1842). Spauding v. Bank, 12 Ohio 544 (1841). Dunkle v. Renick, 6 O. S. 527 (1856). McLean v. Lafayette, 3 McLean (U. 8.) 587; 2 O. F. D. 412. Discount and exchange as usury, see note to § 710-136. Purchase of bonds for less than par as usury, see note to § 8797. Foreign exchange. A bank received $71 for transmission of its equivalent of 475 kronen to Austria, but its delivery was _ pre- vented by an existing state of war. Held, that the duty of the bank was to return to the sender 475 kronen or its equivalent in money of the United States, as of the time when with due diligence, it should have ascertained and notified the sender of its failure to deliver. Spira v. Hisen, 15 Ohio App. 511 (1922). Liability for fraud. An incorporated bank is lable to a person who has been deprived of his property by the fraud of its officers acting within the scope of their authority. Bank v. Kehnast, 11 N. P. n. 8s. 417; 22 L. D. 15 (1910). Banking usages and customs. Usage of banks prevalent in the vicin- ity, and generally followed, are presumed to be reasonable, and the burden of showing them unreasonable is upon the one who assails them, the ques- tion being not is the custom reasonable, but has it been shown to be un- reasonable. Hilsinger v. Trickett, 86 O. S. 286 (1912). A person choosing a bank as a collecting agent impliedly agrees that the agency may be performed in accordance with such reasonable methods prevailing at the place of collection as have ripened into usage, not in conflict with the general law, although he has no knowledge of their existence. Hilsinger v. Trickett, 86 O. S. 286 (1912). See Bank v. Butler, 41 0. S. 519 (1885). G. C. § 710-51 OHIO PRIVATE CORPORATIONS. 618 Section 710-48. (Opening books of subscription.) The persons named in the articles of incorporation of any such company, or a majority of them, shall order books to be opened for subscription to the capital stock of the company in the manner provided for other corporations. An install- ment of ten per cent. on each share of stock shall be payable at the time of making the subscription, and the balance shall be payable as soon thereafter as may be required by the board of directors. (108 (Pt. 1) v. 92; G. C. § 9710; 99 vy. 270, § 5.) Section 710-49. (Certificate of subscription; choosing di- rectors.) As soon as the capital stock of such corporation is fully subscribed, the subscribers of the articles of ineor- poration, or a majority of them, shall so certify in writing to the secretary of state, who shall transmit a copy thereof to the superintendent of banks, and such subscribers shall thereupon give notice to the stockholders, in the manner provided for other corporations, to meet for the purpose of choosing not less than five directors, who shall continue in office until the time fixed for the annual election, and until their successors are elected and qualified. But if all sub- scribers are present in person or by proxy, such notice may be waived in writing. (108 (Pt. 2) v. 1155; 108 (Pt. 1) v. 92; G.-C. §: 9711: 102 wu VL: 99 ¥.20), $6.) Cumulative voting is not authorized. Rep. Atty. Gen. 1914, p. 445; Opins. Atty. Gen. 1916, p. 1804; Contra. Rep. Atty. Gen. 1908-1909, p. 195. - See § 710-64. Section 710-50. (Regulations, how adopted or changed.) Regulations of the corporation may be adopted or changed by the assent thereto, in writing, of two-thirds of the stock- holders in number-and amount; or by a majority of the stockholders in number and amount, at a meeting held for that purpose, notice of which has been given for that purpose by the president or secretary or any two directors person- ally or by written notice to each stockholder, and by publi- cation, for thirty days, in some newspaper of general cireu- lation in the county in which the corporation is located. (108 (Pt. 1) v. 92; G. C. § 9709.) Regulations under General Corporation Law, §§ 8701, 8703, 8704. Section 710-51. (Fiscal year; annual meeting for election of directors.) The fiscal year of each bank shall end on the 3lst day of December in each year, and unless the reg- ulations of the corporation otherwise provide the annual 619 BANKS. G. C. § 710-53 meeting for the election of directors of every such bank shall be held on the second Wednesday of January in each year. (108 (Pt. 1) v. 98; G. C. § 9713; 99 v. 271, § 9.) Section 710-52. (General provisions applicable, when.) Such corporation shall be created, organized, governed and conducted, and directors shall be chosen in all respects in the same manner as provided by Jaw for corporations or- ganized under the general incorporation laws of this state, in so far as the same shall not be inconsistent with the pro- ' yisions of this act. (108 (Pt. 1) v. 938; G. C. § 9714; 99 v. Zi, § 9.) See § 8737. The name of a bank may be changed by amendment of the articles of incorporation under the general corporation law. (§ 8719 et seq.) Rep. Atty. Gen. 1910-1911, p. 572. This section does not authorize banks to issue preferred stock. Rep. Atty. Gen. 1911-1912, p. 777. The identity of a bank is not affected by a change of its name, and it is not necessary to change its name as payee on notes. Rep. Atty. Gen. 1913, p. 795. Section 710-53. (Failure to pay installment; sale of stock.) When a stockholder or his assigns fails to pay an installment on his stock, as required by the board of direc- tors, the directors for such company may sell his stock at public sale for not less than the amount due thereon, includ- ing cost incurred, to the person who will pay the highest price therefor, having first given the delinquent stockholder five days’ notice of such sale personally, or if no personal notice can be given, then by mail at his last known address as appears from the corporate record, and having advertised the sale for a like period in a paper of general circulation within the county in which the corporation is located. If no bidder can be found who will pay for such stock the amount due thereon, with costs incurred, such stock shall be sold as the directors may order, for not less than the amount then due thereon with all costs of sale. (108 (Pt. 1) RegosiG.. GULL. 99 V, acl, S12) Assessment on stock to restore impaired capital. § 710-13. The bank may either sue the subscriber at law or sell his stock under this section, but cannot pursue both remedies. Rep. Atty. Gen. 1914, p. 87. When stock has been paid for in full the bank has no lien there- on for other indebtedness as against a bona fide purchaser unless no- tice of the lien is stated on the stock certificate as required by § 8673-15. Rep. Atty. Gen. 1913, p. 817. Under the former free banking act a bank had a lien, for claims other than subscriptions, on stock owned by its debtors (G. C. § 9683). G. C. § 710-57 OHIO PRIVATE CORPORATIONS. 620 State v. Davis, 85 O. S. 44; Conant v. Reed, 1 0. 8. 298, 304; Bank v. Hunt, :L6) Nee .Pon; ts. 265, 1.914), Section 710-54. (No commission for sale of stock al- lowed.) The stock sold by any bank in process of organiza- tion or for an increase of capital stock shall be accounted for to the bank in the full amount paid fof the same. No commission or fee shall be paid to any person, association or corporation for selling such stock. The superintendent of banks shall refuse authority to commence business to any bank, if commissions or fees have been paid, or have been contracted to be paid, directly or indirectly by the bank, or by anyone in its behalf, to any person, association or cor- poration for securing subscriptions for or selling stock in such bank. (108° (Pt. 1) “v.'93.) Section 710-55. (Examination on certificate of notification of compliance with law.) When a certificate is transmitted to the superintendent of banks, signed by the president, sec- retary or treasurer of such corporation, notifying him that the entire capital stock of such corporation is subseribed, and paid in, and that such corporation has complied with all the provisions of law required to be done before it can he authorized to commence business, the superintendent of banks shall examine into its affairs, ascertain especially the amount of money paid in on account of its capital, the name and place of residence of each director, the amount of eapital stock of which each is the owner in good faith, and whether such corporation has complied with all the provisions of law required to entitle it to engage in_busi- messy. (108 bt b) pve da GU We Opa aoe ta eles Section 710-56. (Certificate of authorization by superin- tendent.) If upon such examination of the facts referred to in section 55 (G. C. § 710-55), and of any other facts which may come to the knowledge of the superintendent of banks, he finds that such corporation is lawfully entitled to com- mence business, he shall give it a certificate under his hand and official seal that it has complied with all the provisions required by law and is authorized to commence business. (108 (Pt, 1) wv. 943 COS O72 108%y. Tet So tve ate. Som Before issuing a certificate to a bank whose articles of ineorpora- tion confer trust powers, the superintendent may require the deposit to be made under §710-150. Opins. Atty. Gen. 1920, p. 124. Section 710-57. (Publication of certificate of authority.) The corporation shall cause such certificate to be published _ I » 621 BANKS. G. C. § 710-60 in some newspaper printed in the city, village or county where it is located, once a week for four successive weeks or if no newspaper is published in such county, then in a news- paper published at the nearest county seat. (108 (Pt. 1) v. 94; G. C. § 9722; 99 v. 272, § 17.) Section 710-58. (Business prohibited until authorized by superintendent.) No such corporation shall transact busi- ness except such as is incidental and necessarily prelimi- nary to its organization, until it has been authorized by the superintendent of banks. (108 (Pt. 1) v. 94; G. C. § 9715; 99 v. 271, § 10). This section applies to every bank organized under this chapter and positively prohibits the transaction of banking business by it without authority from the superintendent. Rep. Atty. Gen. 1908-1909, p. 189. - Section 710-59. (Increase of capital stock.) A corpora- tion doing business under the provisions of this act, may in- erease its capital stock as provided by law for other corpora- tions. Such increase in the capital stock of any bank shall be fully paid in within six months from the date when such imerease is authorized. (108 (Pt. 1) v. 94; G. C. § 9725; 99 “y. 273, § 20.) Under an earlier form of this section it was said that all of the increased stock need not be subscribed, but that a portion thereof might be held as unissued stock. Rep. Atty. Gen. 1912, p. 703. Section 710-60. (Reduction of capital stock.) Such a corporation may reduce its capital stock in the manner pro- vided for other corporations, but notice of such reduction shall be published in a newspaper of general circulation in the city, village or county, in which it is doing business. No reduction shall be made to an amount less than the minimum amount of capital stock required for such bank by law, nor shall such reduction be valid or warrant the cancellation of stock certificates until it has been approved by the superin- tendent of banks. Such approval shall not be given except upon a finding by him that the security of existing creditors of the corporation will not be impaired. (108 (Pt. 1) v. 94; i ©, §. 9726; 99. vy. 273,.§8.21.) Minimum capital stock. §710-37. Proceedings to reduce capital stock under General Corporation Law. § 8700. The capital stock may be reduced before business is commenced but not until the entire original capital stock has been subscribed, and directors and officers elected. Rep. Atty. Gen. 1910-1911, p. 570; §§ 710-49, 8700. G. C. § 710-63 OHIO PRIVATE CORPORATIONS. 622 Section 710-61. (Corporate powers exercised by board of directors.) The corporate powers, business and property of banks formed under this chapter, shall be exercised, con- ducted and controlled by the board of directors, which shall meet at least once each month. Such board shall consist of not less than five directors, to be chosen by the stockholders, who shall hold office for.one year and until their successors are elected and qualified. (108 (Pt. 2) v. 1155; 108 (Pt. 1) Vii94 1G CpQeOiah, Oi. -2TBjo$: 22s) Powers and duties of directors under General Corporation Law. See note to § 8660. Where stockholders have fixed the number of directors, that number should be elected at each regular election, until the stock- holders change the number. Rep. Atty. Gen. 1918, p. 792. A quorum consists of a majority of the whole number of diree- tors. Vacancies on the board do not reduce the number pair fs as to constitute a quorum. Rep. Atty. Gen. 1914, p. 31. Section cited in State v. Cox, 16 N. P. n. s. 518, 531 (1913), upon question of authorization by directors of improper loan, as a defense to an officer charged with misapplication of funds under. G. OC. § 12473. Section 710-62. (Executive committee, powers and du- ties.) The board of directors may appoint an executive committee to consist of at least three of its members, with such duties and powers as are defined by the regulations or by-laws, who shall serve until their successors are appointed. Such executive committee shall meet as often as the board of directors require, which shall not be less frequently than once each month, and approve or disapprove all loans and investments. All loans and investments shall be made under such rules and regulations as the board of directors pre- scribe. (108 (Pt. 1) v. 94; G. C. § 9728; 99 v. 278, § 23.) The appointment of a bank cashier by the finance corhmittee, subject to the approval of the board at its semi-annual meeting, was held to be a valid appointment. Fancher v. Kaneen, 5 N. P. n. s. 614; 18 L. D. 834 (C. P. 1907). Powers of executive committee in general. See note to § 8660. % Section 710-63. (Minutes of meetings; what record shall show.) Minutes shall be kept of all meetings of the board of directors and of the executive committee, and the same shall be recorded in a book which shall be kept on file in the — bank. Such minutes shall show a record of the action of the board of directors or executive committee on all loans, dis- counts and investments made or authorized, and the min- utes of the executive committee shall be submitted to the board of directors for approve at each meeting of the board. (108 (Pt. 1) v. 95; C. § 9729; 99 +v. 2738; $232) 623 BANKS. G. GC. § 710-66 Cited in State v. Cox, 16 N. P. n. s, 518, 518 (1913), upon ap- proval by executive committee of an improper loan, as a defense to an officer charged with misapplication of funds under G. ©. § 12473. Section 710-64. (Elections; proxy.) In elections of di- rectors, and in deciding questions at meetings of stockholders, each stockholder shall be entitled to one vote for each share of stock held by him. Any stockholder also may vote by proxy duly authorized in writing. (108 (Pt. 1) v. 95; G. C. § 9730; 99 v. 274, § 24.) The stockholders may, by regulation, require proxies to be de- posited with the secretary at least one day before the meeting. Rep. | Atty. Gen. 1913, p. 798. An officer or director of a bank may act as a proxy. Rep. Atty. Gen. 1912, p. 681. This section does not authorize cumulative voting. Rep. Atty. Gen. 1914, p. 445; Opins. Atty. Gen. 1916, p. 1804. Contra. Rep. Atty. Gen. 1908-1909, p. 195. Section 710-65. (Qualifications of a director.) Every di- rector of a bank shall be the owner and holder of shares of stock in the bank having a par value of at least $500.00, and every such director shall hold such shares in his own -hame unpledged and unincumbered in any way. Any direc- tor at any time violating any of the provisions of this sec- tion shall be removed from office by the board of directors or by the superintendent of banks. At least three-fourths of the directors of every bank shall be residents of this state. 08 (Pt.-1) v..95;-G. C.4 9731, 99-v. 274 § 25.) Section 8 of the Act of Congress known as the Clayton Act pro- vides that a director of a state bank having deposits, capital, surplus and undivided profits aggregating more than $5,000,000 shall be in- elligible to be a director of a bank organized under the laws of the United States. 38 U. S. Stat. 730. A common pleas judge is not disqualified from acting as a director. Rep. Atty. Gen. 1909-1910, p. 331. Section 710-66. (Oath of director.) Every director shall within thirty days after his election, take and subscribe in duplicate, an oath that he will diligently and honestly per- form his duties in such office, not knowingly violate, or permit to be violated, any provisions of this act, and that he is the owner in good faith of the shares of stock of the com- pany required to qualify him for such office, standing in his own name, on its books, and one of such oaths shall be forth- with filed with the superintendent of banks. (108 (Pt. 1) ¥. 953. G.'C. 99732; 99") 274, °§'26") An officer or employe of the bank may not administer the oath. Rep. Atty. Gen. 1913, p. 804. G. C. § 710-68 OHIO PRIVATE CORPORATIONS. 624 Section 710-67. (Liability of director for violations.) Any director of a bank who shall knowingly violate, or who shall knowingly permit any of the officers, agents or em- ployees of a bank to violate any of the provisions of this act shall be held liable in his personal and individual capacity for all damages which the bank, its stockholders, or any other person shall have sustained in consequence of such vio- Jation.. (108, (Pte) Wi 99.) Directors who, in settlement of their personal liability for making unauthorized loans, paid the amount thereof to the liquidating author- ities and took an assignment thereof, were held not entitled to main- tain, for their own benefit, an action to recover the loan from the borrowers. Lewis v. Bank, 274 Fed. 587 (C. C. A. 6th Cir. 1921). Powers and duties of directors in general, see note to § 8660. Liability of bank directors and officers. See note to § 8660. Section 710-68. (Bond of officers.) The officers of such bank, before enteriig upon the discharge of their duties, shall give bond to the bank in the amount required by the directors and to the satisfaction of the superintendent of banks and with surety to be approved by them, for the faith- ful performance of their duties as such officers. The super- intendent of banks or directors may require an increase of the amount of such bonds whenever they deem it necessary. — The directors as such shall not be required to give bond. (108 (Pt. 1) v. 95; G. C. $9734, 99 v. 274, § 28.) Executive officers under the general corporation law, see §§ 8661 to ~ 8664. Powers of president and cashier, see note to § 8664. Bond. When the terms of a bond clearly indicate the intention of the obligor and obligee that there shall be an indemnity to the latter on account of the default of an employe, doubtful terms will be so construed as to effectuate rather than to defeat that.intention. A bond being executed for one year to indemnify a bank against the dishonesty of its cashier occurring during the term of the bond, or any renewal thereof, and discovered within six months of such term, or re- | newal, and there being a subsequent instrument to continue the former in force for another year according to its terms and conditions the instru- ments will be construed as though the bond had been originally executed for two years, there being no terms employed in either instrument to- indicate the intention that an act of dishonesty occurring in the first year must be discovered within six months from the expiration of that year. Rankin v. Guaranty Co., 86 O. 8. 267 (1912). Cutts v. Spear, 8 N. P. n. s. 445; 19 L. D. 608 (C. P. 1909). When the cashier of a bank, by a certificate which he knows to be false, extends to one as a depositor of the bank a credit to which he is not entitled, and this is done pursuant to an arrangement that the cashier shall derive financial benefit from the transaction, and loss to the bank results, there arises a liability upon a bond to indemnify the bank for all losses ‘- “G ¥ be 625 BANKS. G. C. § 710-68 arising “from the fraud or dishonesty of the cashier amounting to em- bezzlement or larceny.” Rankin v. Guaranty Co., 86 O. S. 267 (1912). “Fraud or dishonesty” of a bank cashier “amounting to embezzlement or larceny” which a surety company promises “to make good and reim- purse” comprehends such dishonest and fraudulent conduct resulting in Joss as is equivalent to embezzlement or larceny, and is‘not confined to ‘the technical offenses mentioned, or such misappropriation as would sub- ject the cashier to a conviction for embezzlement or larceny. Cutts v. Spear, 8 N. P. n. s. 445; 19 L. D. 608 (C. P. 1909). See Rankin v. U. S. F. & G. Co., 86 O. S. 267 (1912). A provision in a bond of that character requiring the obligee upon the discovery of an act which may create a liability under the instru- ment to give notice thereof to the obligor at “the earliest practical mo- ment” contemplates such and only such delay as in view of all circum- stances may be reasonably necessary for the directors to acquire precise information respecting the default of the cashier and to enable them to determine whether it is of the grave character contemplated by the terms of the bond; and whether the giving of a notice 45 days after the first information of the bank’s condition is a compliance with the provision should be determined by the jury under proper instructions. Rankin v. Guaranty Co., 86 O. S. 267 (1912). Where a bond was given “to the directors” of a bank, as obligees, the bank is the real party in interest and may sue thereon. Fancher v. Kaneen, 5 N. P. n. s. 614; 18 L. D. 834 (C. P. 1907). Where a bond, silent as to the time for which it shall run, is given by a cashier, appointed by a finance committee to fill a vacancy, it will be held to cover the period intervening between such appointment and its confirmation by the directors, but not thereafter, where the directors on confirming the appointment, failed to provide for a new bond. Fancher’ v. Kaneen, 5 N. P. n. s. 614; 18 L. D. 834 (C. P. 1907). See Thompson v. Young, 2 Ohio 335 (1826). Where it is admitted that certain property was embezzled by a bank officer during the term of his bond, the burden is on his sureties to show that such property was subsequently returned to the bank. Fancher v. Kaneen, 5 N. P. n. s. 614; 18 L. D. 834 (C. P. 1907). Where a bank officer transferred to the president, as trustee, prop- erty to partially secure the bank against loss through his embezzlement, without designating to what part of his indebtedness it should be applied, it was held that it should be applied on that portion of his indebtedness which was the most precarious. Fancher v. Kaneen, 5 N. P. n. s. 614; 18 L. D. 834 (C. P. 1907). President. A bankrupt who conducted a private bank gave per- mission to the president of a national bank, who had no account with the bankrupt, to draw checks on him to the amount of $25,000. These checks. by an arrangement between the two banks, were cleared through the clearing house by the national bank, which charged them to the bankrupt. Later the bankrupt gave his note to the national bank for the amount of the checks and the president of the bank gave the bankrupt’ his note for the same amount. Held, the note to the national bank, as between it and the bankrupt, was not an accommodation note, the transaction being for the benefit of the president individually. Bank v. Galbraith, 157 Fed. 208; 16 O. F. D. 195 (C. C. A. 1907). Treasurer. The treasurer need not be a director. Rep. Atty. Gen. 2913, p. 793. ' G. C. § 710-72 OHIO PRIVATE CORPORATIONS. 626 Section 710-69. (Annual examination; report to superin- tendent.) A committee of at least three directors or stock- holders annually shall be appointed by the board of direc- tors to examine, or to superintend the examination of, the assets and liabilities of the bank and to report to the board of directors the result of such examination, and the board of directors may provide for such examination by a certified public accountant, or a clearing house examiner in any city where such examination is provided by the rules of such clearing house association. A copy of such report attested and verified under oath by the signatures of at least three members of such committee, shall be forthwith filed with the superintendent of banks. (108 (Pt. 1) v. 95; G. C. § 9736; 99 v. 274, § 30.) The penalty provided in G. C. § 710-33 can not be imposed upon di- rectors for failure to make and file reports under this section. Directors failing to make the report under this section, however, may be person- ally liable to stockholders for losses caused thereby and the superin- tendent may, by action, compel the directors to comply with this section. Rep. Atty. Gen. 1911-1912, p. 786. Section 710-70. (Record of stock; transfers.) A book shall be provided and kept by every such bank, in which shall be entered the name and residence of each stockholder, the number of shares held by each, the time when each per- son became a stockholder; together with all transfers of stock, stating the time when made, the number of shares and by whom transferred, which book shall be subject to the in- spection of the directors, officers and stockholders of the bank at all times during the usual hours of transacting busi- ness... (108, Pts; 1), Wi 9denGisG,, $ 9738s 99, vy. 215. Sao.) The bank has no lien on full paid stock for indebtedness of the stockholder to it, as against a bona fide purchaser, unless the lien is — stated on the certificate as required by § 8673-15. Rep. Atty. Gen. 1913; .pinel7z; Section 710-71. (Books and accounts; form prescribed by © superintendent.) The superintendent of banks may prescribe — the manner and form of keeping the books and accounts of banks, so that the books and accounts of banks of the same class may be as nearly uniform as circumstances permit. All entries in all books of banks and in pass books of deposi- tors shall be made in ink. (108 (Pt. 1) v. 96.) Section 710-72. (Fee, gift, etc., prohibited; penalty.) No gift, fee, commission or brokerage charge shall be re- ceived directly or indirectly .by any officer, director or em- + 627 Se BANKSE 00) 011) GiGi § 710-74 ployee of a bank, on account of any transaction to which the bank is a party unless duly authorized by the directors. Whoever violates this provision shall be subject to a penalty of $100 for each violation to be recovered by the superin- -tendent of banks, and shall be and thereafter remain in- eligible as an officer, director or employee of such bank. (108 (Pt. 1) v. 96.) Section 710-73. (Books and records shall be kept in bank and open to inspection of stockholder.) The books and ree- ords, except books and records of deposit and trust, of every bank, at all reasonable times shall be open to the inspection of every stockholder, All books and records of the bank shall be kept at all times in the bank. No branch bank shall be established until the consent and the approval of the su- perintendent of banks has been first obtained, and no bank shall establish a branch bank in any place other than that designated in its articles of incorporation, except in a city or village contiguous thereto. If such consent and approval is refused, an appeal may be taken therefrom in the same manner as is provided in section 45 of this act (G. C. § 710-45). (108 (Pt. 1) v. 96; G. C. § 9795; 99 v. 288 § 91.) A stockholder may examine the books although the bank is in the hands of a receiver. Rep. Atty. Gen. 1911-1912, p. 747. A bank may establish branches only in cities and villages which touch or abut upon the place designated in the articles of incorpora- tion for the transaction of its business. Opins. Atty. Gen. 1920, p. 1066. Where two banks, located in two nonabutting cities or villages in the same county, consolidate, banking business may not be conducted at both locations. Opins. Atty. Gen. 1920, p. 1189. A bank may appoint an agent to transact a foreign exchange business at a place other than its regular place of business. Opins. Atty. Gen. 1919, p. 1338. q Prior to the enactment of this chapter it was held that a bank was not “situated” within a county within the meaning of thé county de- pository law (G. C. §2715 et seq.) by having a branch bank therein, its principal office being in another county. State v. Oviatt, 4 N. P. n.’s. 481; 17 L. D. 451 (C. P. 1906): affirmed, 8 C. C. n. s.. 567. Section 710-74. (Penalty for failure to comply with or- der or requisition.) Any bank which fails or neglects to. com- ply with any lawful order or reqtisition of the superin- tendent of banks within the time specified by him in such order or requisition, if no penalty has been specifically pro- vided, shall be subject to a penalty of $100, for each day after the expiration of five days from said date so specified G. C. § 710-77 OHIO PRIVATE CORPORATIONS. 628 by the superintndent of banks, that it fails or neglects to comply with such order or requisition; such penalty to be recovered by the superintendent of banks, by suit against such bank. (108 (Pt. 1) v. 96.) Section 710-75. (Individual liability of stockholders.) Stockholders of banks shall be held individually responsible, equally and ratably, and not one for another, for all con- tracts, debts and engagements of such bank, to the extent of the amount of their stock therein, at the par value thereof, in addition to the amount invested in such shares. The stockholders in any bank who shall have transferred their shares or registered the transfer thereof within sixty days next before the failure of such bank to meet its obligations, or with knowledge of such impending failure, shall be liable to the same extent as if they had made no such transfer, to the extent that the subsequent transferee fails to meet such - liability; but this provision shall not be construed to affect in any way recourse which such stockholders might other- wise have against those in whose names such shares are registered at the time of such failure. At any time after taking possession of a bank for the purpose of liquidation when the superintendent of banks ascertains that the assets of such bank will be insufficient to pay its debts and habili- ties he may enforce the individual liability of the stock- holders. (108 (Pt. 1) v. 97.) The liability of bank stockholders is for double the amount of their subscriptions, not merely double the amount paid in. Rep. Atty. Gen. 1912, p. 708, See Constitution of Ohio, Article 13, Section 3 and notes, supra. See also §§ 8686 to 8697. Section 710-76. (Duly organized corporation only shall transact banking business.) No authority to transact a bank- ing business in this state shall be granted, except to a cor- poration duly organized and qualified for that purpose. Un- incorporated banks now authorized to transact and actually transacting a banking business may continue such banking business in the city, village, or township in which they are now located so long as they comply with the provisions of this act. (108 (Pt. 1) v. 97.) The Thomas banking act of 1908 did not affect the legal exist- ence of banks organized under the free banking act. State v. Bark- man, 91 O. 8. 248 (1915). Section 710-77. (Unincorporated banks; detailed state-— ment by, required.) Every unincorporated bank now trans- 629 BANKS. G. C. § 710-78 acting a banking business in this state, shall, under oath file with the superintendent of banks, a full, complete detailed statement of, 1. Name of the bank. 2. A copy of the articles of co-partnership or agree- ment, under which the business of the bank is being con- ducted, which shall be executed and acknowledged by all of the parties interested therein, and at least one of whom shall be at all times a resident of the state of Ohio. If the banking business is being transacted or carried on by an individual, such individual shall at all times, while en- gaged in such banking business, be a resident of the state of Ohio. 3. The county and city or village in which the bank is located, and the business carried on. 4. The amount of permanent capital actually paid in and remaining in its possession, bona fide, as its property, for the sole purposes of the bank. 5. A statement of the responsibility and the net worth of the individual members of such unincorporated bank. 6. If not disclosed in the articles of co-partnership or agreement, then the name of the officers, agents or employes in active charge of the management of the business of the bank. Every such unincorporated bank shall on or before Jan- uary 1, 1920, and annually thereafter, file with the super- intendent of banks a detailed statement as provided herein. 2208. (Pts 1)s vs 97.) Section 710-78. (Minimum of capital stock of unincorpo- rated banks. Segregated capital and unimpaired security.) Every unincorporated bank transacting a banking business in this state shall have a capital actually paid in and re- maining in its possession, bona fide, as the property of such bank and to be used for its sole purposes and for the secur- ity of its creditors, of not less than $10,000.00; in villages, and cities the population of which exceeds two thousand and does not exceed ten thousand, such paid in capital shall be not less than twenty-five thousand dollars; in cities, the population of which exceeds ten thousand, such paid in - capital shall be not less than fifty thousand dollars. Such capital shall at all times be segregated from all other property or business of the owner or owners of such bank, and shall be kept and maintained unimpaired for the security of the creditors of such bank. All such unincorporated banks shall comply with the G. C. § 710-82 OHIO PRIVATE CORPORATIONS. 630 provisions of this section within one year from the day this act goes into effect. (108 (Pt. 1) v. 98.) Section 710-79. (Property of bank shall be held, how; assets subject to execution, when.) All property, real or personal, owned by an unincorporated bank, shall be held in the designated name of such bank or in the name of an individual as trustee therefor and not in the name of the owner or owners of such bank. All the assets of such bank shall be exempt from attachment or execution by any credit- or of such owner or owners until all the liabilities of such bank shall have been paid in full. No person, firm or asso- ciation owning or conducting an unincorporated bank shall use any of the fund of such bank for his or their private business, except as a borrower in due course of business. (108 (Pt. 1) v. 98.) Section 710-80. (Depositors have first lien on assets.) The depositors in any unincorporated bank shall have first lien on the assets of such bank, in case it is wound up, to the amount of their several deposits, and for any balance remaining unpaid, such depositors shall share in the general assets of the owner or owners alike with the general credit- ors. (108 (Pt. 1) v. 98; G. C. § 744-6; 103 v. 381, §6.) As to general assets of the owner, bank depositors pro rate with general creditors. Rep, Atty. Gen. 1914, p. 29. Section 710-81. (List of owners and persons interested must be posted conspicuously.) Every such unincorporated bank shall post in the room in which it transacts its busi- ness, and in plain view of its customers a printed list of all the owners of, and parties interested in, such bank, and a statement that the bank is an unincorporated bank. Should the interests of any members of such bank, or, of an individ- ual doing a banking business under the provisions of this act, change either by death, devise, sale or otherwise, then and in that case the superintendent of banks of the State of Ohio shall be notified of such change and printed notice shall be posted in the room of any such bank. No such bank shall advertise by newspaper, letterhead, or in any other way, a larger capital than has been actually paid in. (108 (Pt, 1); v.98; Gs C..§,144-5.5,108 y,. aBds ts 2.) Section 710-82. (‘‘Unincorporated’’ must be printed on advertising and stationery.) Every unincorporated’ bank og 631 BANKS. G. C. § 710-85 shall have printed on all its advertising matter and business stationery, the word ‘‘unincorporated’’ immediately follow- ing the name of the firm or business title. (108 (Pt. 1) v. 99; G. C. § 744-6; 103 v. 381, § 6.) ‘‘Stationery’’ includes letter heads, checks, notes, deposit slips, notices and all other business paper on which the name of the bank appears. Rep. Atty. Gen. 1913, p. 819. Section 710-83. (Reports shall be kept on file and open for inspection.) All reports received from unincorporated banks shall be kept on file in the office of the superintendent of banks, and open to the inspection of all persons, at the discretion of the superintendent of banks. The provision of section 31 of this act (G. C. § 710-31) as to publication of reports of banks shall apply to unincorporated banks. (108 (Pt. 1) v. 99; G. C. § 744-7; 103 v. 382, §7.) Section 710-84. (Permitted to bid upon public funds.) Whenever any of the funds of the state, or any of the political subdivisions of the state, shall be deposited under any of the depositary laws of the state, every unincorporated bank shall be permitted to bid upon and be designated as depository of such funds, upon furnishing such surety or securities therefor as is prescribed by the law. (108 (Pt. 1) 7.99.) Section 710-85. (When and how bank may go into liqui- dation.) A bank may go into liquidation and be closed by the vote of its stockholders owning two-thirds of its stock, in number and amount. When a vote to go into liquida- tion is so taken, the board of directors shall cause: notice of such fact to be certified under seal of the bank, by its president or vice president and secretary, treasurer or cashier, to the superintendent of banks, together with cer- tified copies of all proceedings had by directors and stock- holders of such bank, which such stockholders’ proceed- ings shall set forth that stockholders owning at least two- thirds of the capital stock voted in favor of placing the bank in liquidation and shall also set forth the reasons for placing the bank in liquidation. After such certified copies have been filed. with the superintendent of banks, he shall make an examination of the bank, to determine whether or not the interests of its depositors and creditors will suffer. by such liquidation and his consent to or rejec- Hon of such liquidation shall be based thereon and no such liquidation shall be made without the consent of the super- G. C. § 710-86 OHIO PRIVATE CORPORATIONS. 632 intendent of banks. The expenses of such examination shall be paid by such bank. In ease the superintendent of banks eonsents to such liquidation, such bank shall make a report to the superintendent of banks, at least once each thirty days from and after the date when the bank ceased to trans- act business as such, which report shall give a list of assets wholly or partially realized upon, together with the amount of each so remaining uncollected, and also a list of the lia- bilities retired by application of such amount so realized. The superintendent of banks shall have power to examine into the affairs of the bank so liquidated, at any time, to determine whether the rights of creditors and depositors are being protected, and if at any time he finds that such liquidation is being improperly conducted, or that the in- terests of the depositors and creditors are not being prop- erly protected, he may forthwith take possession of the property and business of such bank and complete the liqui- dation-thereof in the same manner as is provided in other eases. All unclaimed deposits and dividends remaining in the hands of such bank, shall be subject to the provisions of sections 9864, 9866, 9868 and 9869 of the General Code of Ohio, except that the time of the payment to the treas- urer of the county shall be subject to the order of the superintendent of banks. When the superintendent of banks consents to such liquidation, such bank shall imme- diately publish notice thereof in a newspaper published in the place in which such bank is located, and if none is there published, then in the place nearest thereto, that it is closing up its affairs and notifying creditors to present their claims against the bank for payment. Such _ notice shall be published for four consecutive weeks. (108 (Pt. 1) v. 99; G. C. § 9747; 99. v. 277, § 39.) Section 710-86. (Consolidation with or transfer of assets to another bank; procedure.) A bank may consolidate with or transfer its assets and liabilities to another bank. Before such consolidation or transfer shall become effective, each bank concerned in such consolidation or transfer, shall file, or cause to be filed, with the superintendent of banks, certi- fied copies of all pr oceedings had by its directors and stock- holders which such stockholders’ proceedings shall set forth that holders of at least two-thirds of the stock, voted in the affirmative on the proposition of consolidation or transfer. Such stockholders’ proceedings shall also contain a complete copy of the agreement made and’ entered into between said banks, with bSfanehae to such consolidation or transfer. "633 | BANKS. G. C. § 710-88 Upon the filing of such stockholders’ and directors’ pro- ceedings as aforesaid the superintendent of banks. shall cause to be made an examination of each bank to determine whether the interests of the depositors and creditors and stockholders of each bank are protected and that such con- solidation or transfer is made for legitimate purposes, and his consent to or rejection of such consolidation or transfer shall be based upon such examination. No such consolida- tion or transfer shall be made without the consent of the superintendent of banks. If such consent is refused, an appeal may be taken therefrom in the same manner as is provided in section 45 of this act (G. C. § 710-45). The ex- penses of such examination shall be paid by such banks. No- tice of such consolidation or transfer, shall be published for four weeks, before or after the same is to become effective, at the discretion of the superintendent of banks, in a news- _ paper published in a city, village or county, in which each of such banks is located, and a certified copy thereof shall be filed with the superintendent of banks. (108 (Pt. del PEs 100; G. C. § 9748; 99 v. 277, § 40.) A bank has power to purchase the assets of another bank, and to agree to discharge its liabilities. Stetson v. Bank, 12 O. 8. 577 (1861). Where two banks, situated in noncontiguous cities or villages, consolidate, banking business may not be conducted at both places. Opins. Atty. Gen. 1920, p. 1189. Section 710-87. (Rights of creditors protected.) In case of either transfer or consolidation, the rights of creditors shall be preserved unimpaired and the respective companies deemed to be in existence, to preserve such rights. (108 ertsch)-v. 100.) Section 710-88. (Copy of agreement of consolidation and approval filed with secretary of state. Property and rights transferred. When secretary of state shall refuse to file articles of incorporation.) In case of consolidation, when the agreement of consolidation is made and a duly certified copy thereof is filed in the office of the secretary of state, to- gether with a certified copy of the approval of the superin- tendent of banks to such consolidation, the banks, parties thereto, shall be held to be one company possessed of the rights, privileges, powers and franchises of the several com- panies, but subject to all provisions of law relating to the different departments of its business. The directors and other officers named in the agreement of consolidation shall Serve until the first annual election, the date for which shall G. C. § 710-89 OHIO PRIVATE CORPORATIONS. 634 be named in the agreement. On filing such agreement all and singular the property and rights of every kind of the several companies, including the exclusive right in and to the corporate name of each of the banks parties to such agreement shall thereby be transferred to and vested in such new company, and be as fully its property as they were of the companies parties to such agreement. The secretary of state shall not file or record any articles of incorporation of any company organized to do the business of a bank, a building and loan association, or a mortgage or investment company, within the county within which said consolidated bank is situated, if such name, or the distinguishing part thereof, is that of any bank party to such agreement, or so similar thereto as to be likely to mislead the public, unless the written consent of the consolidated bank, signed by its president and secretary, be filed with such articles. (109 v. 56; 108 (Pt. 1) v. 100.) Section 710-89. (Superintendent may take possession of bank, when.) The superintendent of banks may forthwith take possession of the business and property of any bank to which this act is applicable, whenever it shall appear that such bank: 1—Has violated its charter or any law applicable thereto; 2—Is conducting its business in an unauthorized or un- safe manner ; 3—Is in an unsound or unsafe condition to transact its business ; 4_Has an impairment of its capital for a period of ninety days; 5—Has refused to pay its depositors in accordance with the terms on which such deposits were received ; 6—Has become otherwise insolvent ; 7—Has neglected or refused to comply with the terms of a duly issued order of the superintendent of banks; 8—Has refused, upon proper demand, to submit its rec- ords and affairs for inspection to an examiner of the bank- ing department; or . 9—Its officers have refused to ie examined upon oath regarding its affairs. Such bank may with the consent of the superintendent of banks, resume business upon such conditions as may be approved by him. (108 (Pt. 1) v. 101; G. C. § 9749; 101 vz 288; 99°v. 277, § 41.) The superintendent may combine two or more liquidations under one head when they reach a point where the services of special agents and other help can be dispensed with. Rep. Atty. Gen. 1913, p. 788. 635 BANKS. G. C. § 710-92 Section 710-90. (Notice of taking possession of bank.) Upon taking possession of the property and business of any such bank, the superintendent of banks shall forthwith give written notice of such fact to all banks, companies, associa- tions and individuals holding or in possession of any assets of such bank. The superintendent of banks shall cause no- tice to be given by advertisement in such newspapers as he may direct weekly for four consecutive weeks, calling on all persons who may have claims against such bank to present ‘the same to the superintendent of banks, and to make legal proof thereof at a place and within a time not later than the last day therein specified. The superintendent of banks shall mail a similar notice to all persons whose names ap- pear as creditors upon the books of said bank. (108 (Pt. 1) v. 101; G. C. § 9750; 99 v. 278, § 42; G. C. § 742-1; 106 v. 360, 742-3; 101 v. 277, 278.) Depositors who fail to present claims within the time specified are not barred from subsequently presenting them. Rep. Atty. Gen. 1913, p. 820; § 710-106. Franchise taxes. Liability for franchise taxes (§5495 et seq.) continues, after possession taken by the superintendent, until dissolu- tion. If the bank is hopelessly insolvent, the superintendent may obtain an order of dissolution under §11975. Rep. Atty. Gen. 1914, p. 1065. Section 710-91. (Rights and liabilities after possession taken.) No bank, trust company, corporation, firm, associa- tion or individual knowing that the superintendent of banks has taken possessien of such bank, shall have a lien or charge for any payment advanced or any clearance thereafter made, or lability thereafter incurred against any of the assets of the bank of whose property and business the superintendent of banks shall have taken possession. (108 (Pt. 1) v. 102; B.C. § (42-1. 101 -v. 2772) Section 710-92. (Adjustment of claims.) If the superin- tendent of banks doubts the justice and validity of any claim, he may reject the same and serve notice of such rejection upon the claimant, either by mail or personally, an affidavit of the service of such notice, which shall be prima facie evi- dence thereof, shall be filed in his office. An action upon a claim so rejected must be brought within six months after such service. Claims presented and allowed after the expira- tion of the time fixed in the notice to creditors, shall be en- titled to be paid the amount of all prior dividends thereon if there be funds sufficient therefor and share in the distribu- G. C. § 710-93 OHIO PRIVATE CORPORATIONS. 636 tion of the remaining assets in the hands of the superinten- dent of banks equitably applicable thereto. (108 (Pt. 1) v. 102; G. CG. § 742-3; 106 v. 360; 101 v. 278.) An action for the allowance of a rejected claim is not triable by jury, and is appealable. In re Metropolitan Bank, 1 Ohio App. 409; 17 C. C. n. s. 324; 34 C. D.: 381 (1913). In an action on a claim for money loaned to the bank, evidenced by a promissory note signed by ‘‘H. H. F., Cashier, T. F, M., Trustee’’ and other individuals, the name of the bank not appearing, the min- utes of a director’s meeting at which the loan was authorized and parol evidence in explanation of the signature of the cashier are — competent evidence. In re Metropolitan Bank, 1 Ohio App. 409; 17 Cc. C.. n.»s. 324; 34, C. D. 381 (1913). Section 710-93. (Inventory of assets; filing copies. Du- ties of auditor of state. List of claims; supplemental lists; filing of same. Book of depositors and other creditors; final distribution.) Upon taking possession of the property and assets of such bank the superintendent of banks shall make an inventory of the assets of such bank in triplicate, one copy to be filed in the office of the superintendent of banks, one in the office of the clerk of the county in which the office of such bank was located, and one with the auditor of state. It shall be the duty of the auditor of state to have such inventory immediately verified by comparison with the current books of the bank. Upon the expiration of the time fixed for the presentation of claims, the super- intendent of banks shall make in triplicate a full and com- plete list of the claims presented, including and specifying such claims as have been rejected by him, of which one copy shall be filed in the office of the superintendent of banks, one in the office of the clerk of the county in which the office of such bank was located, and one with the auditor of state. And the superintendent of banks shall in like manner make and file supplemental lists showing all claims presented subsequent to the filing of the first list, such sup- plemental lists to be filed at least fifteen days before the declaration of any dividend, and in any event such sup- plemental lists shall be filed at intervals of not exceeding six months. The superintendent of banks shall cause to be entered in a book prepared for that purpose, the names of all depositors and other ereditors of such bank, together with the amount due each as shown by the books of such bank, said book to be one of the permanent records of such liquidation. At the time of the order for final distribution’ of any such bank, the superintendent of banks shall make a detailed report in triplicate of its liquidation, showing the disposition of each asset and acquired asset, one copy to be \ 637 BANKS. G. C. § 710-95 filed in the office of the superintendent of banks, one in the office of the clerk of the county in which such bank was located, and one with the auditor of state. Such re- port, inventory and list of claims shall be open at all rea- sonable times for inspection. (108 (Pt. 1) v. 102; G. C. § 742-5; 106 v. 360; 101 v. 279.) Franchise taxes, see note to § 710-90. Interest accrued on deposits, not entered on the books of the bank, should be credited by the superintendent up to the interest date pre- ceding the time possession was taken by the superintendent. Rep. Atty. Gen. 1911-1912, p. 753. Creditors are entitled to legal interest on book accounts from the date of suspension of payment. Rep. Atty. Gen. 1911-1912, p. 797, citing Richmond v. Irons 121 U. 8. 27. Claims presented after the time mentioned in the published notice, but prior to final distribution, are entitled to allowance. Rep. Atty. Gen. 1912, p. 713. See also § 710-106. On deposits for a specified time, depositors are entitled to the contract rate only until payment of the deposit is due. Thereafter the rate is 6 percent. Claims other than deposits bear interest from the date of proof and allowance. Rep. Atty. Gen. 1912, p. 685. Section 710-94. (Special deputy superintendents; appoint- ments of.) The superintendent of banks may under his hand and official seal appoint one or more special deputy superin- tendents of banks as agent or agents to assist him in the duty of liquidation and distribution, a certificate of such ap- pointment to be filed in the office of the superintendent of banks and a certified copy in the office of the clerk of the county in which the office of such bank was located. The superintendent. of banks shall require from such agent or agents such surety for the faithful discharge of their duties as he may deem proper. All bonds given shall be deposited with the superintendent of banks and kept in his office. (108 (Pt. 1) v. 108; G. C. § 742-2; 103 v..5380; 101 v. 278.) Employes of the liquidating department are in the employ of the state and are subject to the civil service act. Rep. Atty. Gen. 1914, p- 1619; 12 O.-L. R. 447. See Opins. Atty. Gen. 1921, p. 738. The superintendent of banks may, with the approval of the com- et ae court, employ expert accountants. Opins. Atty. Gen. 1915, Pp. , : A special deputy can not be appointed by the superintendent to act as attorney. Special counsel can under’G. C. §§ 333, 336, be appointed only by the attorney general. The fees of counsel so appointed may be paid under § 710-97. Rep. Atty. Gen. 1911-1912, p. 795. _ Section 710-95. (Powers and duties after taking’ posses- sion.) Upon taking possession of the property and business G. C. § 710-96 OHIO PRIVATE CORPORATIONS. 638 of such bank, the superintendent of banks is authorized to collect money due to such bank, and to do such other acts as are necessary to preserve its assets and business, and shall proceed to liquidate the affairs thereof, as hereinafter provided. The superintendent of banks shall collect all debts due and claims belonging to it, and upon the order of the common pleas court in and for the county in which the office of such bank was located, may sell or compound all bad or doubtful debts, and on like order may sell the real estate and personal property of such bank, on such terms as the court shall direct. The superintendent of banks shall give notice to such bank of the time and place of making application to said court for such order. The superintendent of banks upon the terms of sale or compromise directed by the court, shall execute and deliver to the purchaser of such real and_per- sonal property such deeds or instruments as shall be neces- sary to evidence the passing of the title; and if said real estate is situated outside the county in which the office of the bank was located, a certified copy of such order author- izing and ratifying said sale shall be filed in the office of the recorder of the couity within which said property is situ- ated; and may, if necessary to pay the debts of such bank, enforce the individual liability of the stockholders. (108 (Pt. 1) vy. 103; G. C. § 742-2; 108 vy. 530; 101 v. 278.) An order of court is necessary before a sale of real or personal property, and before compromising bad or doubtful claims. A sale or composition without a court order is a nullity. Opins. Atty. Gen. 1915, p. 633. Actions to collect claims should, under § 710-14, be brought in the name of the state on relation of the superintendent. Rep. Atty. Gen. 1911-1912, p. 759. Where public deposits. are secured by bonds exceeding in value the amount of such deposits, the superintendent is authorized by this section to pay such deposits and redeem the bonds, in order to prevent loss by a forced sale therof. Rep. Atty. Gen. 1911-1912; p. 785. Where loans are secured by assignments of construction contracts, the superintendent is authorized by this section to make further advances to the contractors if necessary to preserve the securities. It is possible that under this section, the superintendent may obtain the approval of the common pleas court to such action. The court has power to order a sale of ‘‘doubtful debts’? and perhaps has power to authorize proper steps to preserve the same. \Rep. Atty. Gen. 1911-1912, -p. 767. Section 710-96. (Disposition of moneys on liquidation.) The moneys collected in process of such liquidation by the superintendent of banks shall be from time to time deposited in one or more banks organized under the laws of this state, 639 BANKS. G. C. § 710-97 subject to his order as herein provided. (108 (Pt. 1) v. 103; G. C. § 742-6; 101 v. 280.) Use by the superintendent of banks, for the payment of a private debt, of funds of a bank in his possession for liquidation, constitutes embezzlement, although he replaces the same before his breach of trust became known. State v. Baxter, 89 O. S. 269 (1914); reversing, HaeN. ba. Nl. 8. 220. Section 710-97. (Expenses of: liquidation; how paid.) The expenses incurred by the superintendent of banks in the liquidation of any bank in accordance with the provisions of this act, shall include the expenses of deputies or assistants, clerks and examiners employed in such liquidation, together with reasonable attorney fees for counsel employed by said superintendent of banks in the course of such liquidation. Such compensation of counsel, deputies, assistants, clerks and examiners in the liquidation of any such bank, and all ex- penses of supervision and liquidation shall be fixed by the superintendent of banks, subject to the approval of the com- mon pleas court of the county in which the office of such bank was located, on notice to such bank. The expense of such liquidation shall be paid out of the property of such bank in the hands of said superintendent of banks, and such expenses shall be a valid charge against the property in the hands of said superintendent of banks and shall be paid first in the order of priority; provided, however, that no such ex- pense shall be paid out of the property of such bank until an account of such expense shall have been filed with and ap- proved by the common pleas court of the county in which such bank is located, and the superintendent of banks shall give notice, by publication of the application for the approval of such expense account, in a newspaper of general circula- tion in the community in which such bank is located at least ten days before such court shall pass upon such application. (108 (Pt. 1) v. 103; G. C. § 742-4; 106 v. 360; 101 v. 279.) The notice to the corporation should state the time when the state- ment of expenses will be submitted to the common pleas court for approval. Such notice may be served upon an officer of the bank cor- poration in accordance with the method prescribed for service of sum- mons on corporations (G. C. § 11288). Rep. Atty. Gen. 1911-1912, p. 757. The notice should be served at such time prior to submitting the expenses to the court as will give all parties a reasonable time for filing objections thereto. The superintendent of banks need not em- Bey: an attorney to presenf the account. Opins. Atty. Gen. 1915, p. 25. Liquidation expenses are payable from the bank assets and not from the state treasury. Expenses cannot legally be paid until ap- proved by the court. Opins. Atty. Gen. 1915, pp. 193, 633. G. C. § 710-99 OHIO PRIVATE CORPORATIONS. 640 The superintendent is personally liable for expenses paid by him out of bank funds, which are disallowed by the court. Opins. Atty. Gen. 1917, p. 1458. Approval by the common pleas court of the compensation of a deputy, before services are rendered, is not a compliance with the section. State v. Hall, 96 O. 8S. 487 (1917). Section 710-98. (Dividends, when and how paid; un- claimed deposits.) At any time after the expiration of the date fixed for the presentation of claims, the superintendent of banks may, out of the funds remaining in his hands after the payment of expenses, declare one or more divi- dends, and after the expiration of one year from the first publication of notice to creditors, he may declare a final dividend, such dividends to be paid to such persons and in such amounts and upon such notice as may be directed by the common pleas court of the county in which the office of such bank was located. Dividends due to stockholders on claims as depositors or otherwise, to the extent of the in- dividual liability of such stockholders shall be withheld by the superintendent of banks until it is ascertained that it will not be necessary to enforce their individual stock lia- bility. The court shall make proper provision for unproved and unclaimed deposits. (108 (Pt. 1) v. 104; G. C. § 742-7; 101 v. 280.) A final dividend may not be paid before the expiration of one | year, except at the risk of the superintendent. Rep. Atty. Gen. 1914, p. 1635; 12 0. L. R. 449; Rep. Atty. Gen. 1912, pp. 685, °702. Franchise taxes must be paid until dissolution. See note to § 710-90, ' Section 710-99. (Objections to claims; how made; hear-— ing.) Objection to any claim not rejected by the superin-— tendent of banks may be made by any party interested by filing a copy of such objection with the superintendent of banks, who. shall present the same to the common pleas court of the county in which the office of such bank was located, upon written notice to claimant and to the party filing the same, said notice setting forth the time and place of the presentation. The court, upon return day of said notice shall hear the objections raised to said claim, or refer the determination of said objections to a referee for report, or upon demand. of either the superintendent of banks or the party filing the objections may “direct that the issues be tried before a jury. (108 (Pt. 1) v. 104; G. ©. § 742-8; 101 v. 280.) «6641 | BANKS. » G. . § 710-102 Section 710-100. (Application for injunction; proceed- ings; hearing.) Whenever any such bank of whose property and business the superintendent of banks has taken posses- sion, as aforesaid, deems itself aggrieved thereby, it may at any time within thirty: days after taking such possession apply to the common pleas court of the county in which the office of such bank was located, to enjoin further pro- ceedings in liquidation, and said court, after citing the su- perintendent of banks to show cause why further proceed- ings should not be enjoined and hearing the allegation and proofs of ‘the parties and determining the facts, may dis- miss such application or enjoin the superintendent of banks from further proceedings, and direct him to surrender: such such business and property to such person, partnership, cor- poration, company, society or association. (108 (Pt. 1) v. 104; G. C. § 742-9; 106 v. 360; 101 v. 280.) Section 710-101. (Notice to superintendent before appoint- ment of receiver or deed of assignment filed.) No receiver shall be appointed by any court, nor shall any deed of as- signment for the benefit of creditors be filed in any probate court or court of insolvency within this state for any bank except upon notice to the superintendent of banks, unless in case of urgent necessity it becomes in the judgment of the court necessary so to do in order to preserve the assets of such bank. The superintendent of banks may within five days after the service of such notice upon him take posses- sion of such. bank, in which case no further procéedings shall -be had. upon such application for the appointment of receiver or under such deed of. assignment, or, if a receiver has been appointed or such assignee shall have entered upon the ad- ministration of his trust, such, appointment shall be vacated or such assignee shall be removed upon application of the superintendent of banks to.the proper court therefor, and the superintendent of banks shall proceed jin all such cases to administer the assets of such bank, as herein provided. (108 (Pt..1) v.:105; G..C..§, 742-10; 101 iv. 281.) Section 710-102. (Superintendent shall call meeting of stockholders; notice of meeting. When superintendent shall continue to administer assets.) Whenever the superintendent of banks shall have paid to each depositor and creditor of such bank, not including stockholders, whose claim or claims as such depositor or creditor shall have been duly proved and allowed, the full amount of such claims, and shall have made proper provision for unclaimed or unpaid deposits or div- G.C. § 710-103 OHIO PRIVATE CORPORATIONS. 642 idends, and shall have paid all the expenses of the liquida- tion, the superintendent of banks shall call a meeting of the stockholders of such bank, by giving notice thereof for four consecutive weeks in one or more newspapers published in the county wherein the office of such bank was located. At such meeting the stockholders shall determine whether the superintendent of banks shall continue to administer its assets and wind up the affairs of such bank, or whether an agent or agents shall be elected for that purpose; and in so determining the said stockholders shall vote by ballot in person, or by proxy, each share entitling the holder to one vote and the majority of the stock shall be necessary to a determination. (108 (Pt. 1) v. 105; G. C. §§ 742-11; 710-12; 101 v. 281.) A majority of the stock issued and outstanding is required by this section, and not merely a majority of the stock present and vot- ing as in §710-103. Rep. Atty. Gen. 1912, p. 698. Liability for franchise taxes (§5495 et seq.) continues until the corporation has been dissolved. When there is a surplus of assets over liabilities, an order of dissolution under § 11975 may be pro- cured after the stockholders meeting provided for in this section. Rep. Atty. Gen. 1914, p. 1065. Before the enactment of the Banking Code of 1919 it was said that sections analogous to §§710-102 to 710-105 did not apply to unincorporated banks, and that, when depositors and creditors of such banks had been paid in full, the superintendent was authorized to turn over the assets, books and papers to the owners, or to a trustee named by them. Opins. Atty. Gen. 1915, p. 415. Section 710-103. (Distribution upon completion of liquida- tion. Agent may be appointed to liquidate.) In case it is determined to continue the liquidation under the superin- tendent of banks, he shall complete the liquidation of the affairs of such bank, and after paying the expenses thereof shall distribute the proceeds among the stockholders in pro- portion to the several holdings of stock, in such manner and upon such notice as may be directed by the common pleas court of the county in which the office of such bank was located. In ease it is determined to appoint an agent or agents to liquidate, the stockholders shall thereupon select such agent or agents by ballot, a majority of the stock pres- ent and voting, in person or by proxy, being necessary to a choice. Such agent or agents shall file with the superinten- dent of banks a bond to the state of Ohio in such amount and with such sureties as shall be approved by the superintendent of banks for the faithful performance of all the duties of his or their trust, and thereupon the superintendent of banks shall transfer to such agent or agents all the undivided or 648 BANKS. G. C. § 710-106 uncollected or other assets of such bank then remaining in his hands; and upon such transfer and delivery the said su- perintendent of banks shall be discharged from all further liability to such bank and its creditors. (108 (Pt. 1) v. 105; G. C. § 742-13; 101 v. 282.) Section 710-104. (Conversion of assets before distribu- tion.) Such agent or agents shall convert the assets coming into his or their possession into eash, and shall account for and make distribution of the property of such bank as herein provided in the case of distribution by the superintendent of banks, except that the expenses thereof shall be subject to the direction and control of the common pleas court of the county in which the office of such bank was located. (108 (Pt. 1) v. 106; G. C. § 742-14; 101 v. 282.) Section 710-105. (Successor in case of death or removal of agent.) In case of death or removal or refusal to act of any such agent, or agents, the stockholders may elect a suc- cessor as hereinbefore provided who shall have the same powers and be subject to the same liabilities and duties as the agent, or agents, originally elected. (108 (Pt. 1) v. 106; G. C. § 742-15; 101 v. 282.) Section 710-106. (Deposit of dividends and unclaimed de- posits with treasurer of state. Doubtful or conflicting claims.) Dividends and unclaimed deposits remaining in the hands of the superintendent of banks for six months after the order for final distribution shall be by him deposited with the treasurer of state who shall hold such funds as custodian, subject to the order of the superintendent of banks and without the necessity of appropriation by the general assembly. The superintendent of banks may pay over the moneys so held by the treasurer of state to the persons respectively entitled thereto, upon being furnished satisfactory evidence of their right to the same. In case of _ doubt or conflicting claims he may apply to the common pleas court of the county in which the office of such bank was located for an order authorizing and directing the pay- ment thereof. All unclaimed deposits and unealled for divi- dends for which no claim has been made within a period of five years, after the order of final distribution, shall be paid into the state treasury upon the warrant of the auditor of state. (208 (Pt. 1) v. 106; G. C. § 742-16; 106 v. 360; 101 6 P Unclaimed deposits and dividends must be deposited in accord- G. C. § 710-109 OHIO PRIVATE CORPORATIONS. 644 ance with this section, and should not be distributed to stockholders. Rep. Atty. Gen. 1912, p. 713; Rep, Atty. Gen. 1913, p. 820. Section 710-107. (Books and papers deposited with clerk of courts after liquidation.) All books, papers and records of a bank which has been finally liquidated by the superin- tendent of banks, shall be deposited by the superintendent of banks in the office of the clerk of courts for the county in which the office of such bank was located, such books, papers and records to be held by the clerk of courts of such county subject to the order of the court of common pleas for such county. (108 (Pt. 1) v. 106.) Section 710-108. (Real estate bank may purchase, lease, hold or convey.) A bank may purchase, lease, hold and con- vey real estate only as follows: (a) A building or quarters therein, or lands whereon is erected or may be erected a building or buildings useful for the transaction of its business and from portions of which, not required for its use, a revenue may be derived; but the cost of such building or buildings and the lands whereon they are erected, in no ease shall exceed sixty per cent of its paid-in capital and surplus; (b) Such as is mortgaged or conveyed to it in good faith by way of security for loans made by or money due to such corporation ; (c) Such as has been. purchased by it at sales upon the foreclosure of mortgages owned by it, or on judgments or decrees obtained or rendered for debts due to it, or in settlements effected to secure such debts. All real property referred to in this paragraph shall be sold by such bank within five years after it is vested therein, unless upon application by the board. of directors, the superintendent of banks extends the time within which such sales shall be made. (108 (Pt. 1) v. 107; G. C. § 9753; 99 vy. 279, § 46.) Real estate acquired under paragraph (c) of this section must be Sold within five years after acquisition, unless the time is extended 4 by the superintendent. Rep. Atty. Gen. 1913, p. 808. Purchase of an undivided interest in real estate is not author- ized by this section. QOpins. Atty. Gen, 1918,, p. 773. Power to acquire and hold stock in a building company owning the building occupied by the bank. See § 710-121; Opins. Atty. Gen. 1917, p. 684. . Section 710-109. (Fire and burglar proof safes; safety deposit boxes.) A bank may provide fire and burglar proof safes and vaults in its banking premises and let out safety 645 “BANKS. -G. C. § 710-111 deposit boxes and other receptacles therein for the uses, purposes and benefits of depositors. (108 (Pt. 1) v. 107.) Where three individuals interested in a company rent a safe deposit box, and it is stipulated in the contract that said box shall not be opened except in the presence of such three persons, a receiver of the business of such company can not maintain an action in replevin to obtain the con- tents of the box, nor can service of summons be had by publication upon an absent member of the company. Rose v. Union, ete., Co., 14 N. P. n. s, 143 (C. P. 1913). Section 710-110. (Property bank may receive for safe keeping.) A bank may receive on deposit for safe keeping in its vaults and safes, securities, stocks, bonds, coins, plate, jewelry, books, papers, documents and other valuable papers and property, upon such terms and conditions as it may prescribe. (108 (Pt. 1) v. 107.) , Where a national bank has been accustomed to receive United States bonds, as special deposits, gratuitously, it is liable for any loss thereof oc- curring through the want of that degree of care which good business men would exercise in keeping property of such value. Bank vy. Zent, 39 O. 8. 105 (1883). See Griffith v. Zipperwick, 28 O. S. 388 (1876). Bonds, enclosed in a tin box fastened with a padlock, were deposited with a‘ bank, as gratuitous bailee, the plaintiff depositor keeping the key. The bank had a small burglar proof safe in its vault, in which it kept similar bonds of its own and other depositors, but plaintiff’s box and bonds of another depositor, also enclosed in a box, were kept in the vault, outside the safe, the other depositor consenting that his box should be so kept. Upon a loss of plaintiff’s bonds by burglary, it was held that these facts were not conclusive evidence of a want of good faith or of gross negligence, and that it was not error for the court to charge the jury that they might take the character of plaintiff’s box into consideration. Griffith v. Zipperwick, 28 O. S. 388 (1876). Section 710-111. (Securities designated in which invest- ment may be made.) A bank may invest its capital, surplus, undivided profits and deposits in the following securities: (a) Bonds or other interest bearing obligations of the United States, the Philippines, Hawaii, Porto Rico, and the District of Columbia, or those for which the faith of the United States is pledged to provide payment of the interest and principal, and in farm loan bonds issued by federal land banks and joint stock land banks. _ (b) Bonds or other interest-bearing obligations of any foreign government not at war with the United States since 1900, and of the Dominion of Canada and New Foundland, which has not defaulted in the payment of principal or in- terest on its bonds or obligations within the period of twenty years last prior thereto. G. C. § 710-111 OHIO PRIVATE CORPORATIONS. 646 (c) Bonds or other interest-bearing obligations of any state or territory of the United States. (d) Bonds or other interest-bearing obligations of any county, town, township, city, school district, improvement district or sewer district, or other organized or political sub- division in this state. (e) Bonds or other interest-bearing obligations of any city, town, county or other legally constituted political or taxing subdivision situated in one of the states of the United States, or any cities of the Philippines, Hawaii or Porto Rico, which city, town, county or taxing subdivision has been in existence ten years and which for a period of ten years previously has not defaulted for a period of more than ninety days in the payment of any part of either principal or interest of any debt contracted by it and whose net indebtedness after deducting the amount of its water bonds and bonds issued for other self sustaining publie’ utilities and the amount of sinking funds which are avail- able for the payment of its bonds or interest bearing obli- gations other than water bonds and self sustaining publie utilities, does not exceed ten per cent. of the value of tax- able property in such city, town, county or political or tax- — ing subdivision to be ascertained by the valuation of prop- erty therein for the assessment of taxes next preceding such investment; provided, that no bonds or other interest. bear- ing obligations of any such county shall be eligible for in- vestment unless such county has a population of not less than ten thousand inhabitants, and, provided, that no bonds or other interest bearing obligations of any such city, town or political or taxing subdivision shall be eligible for in- vestment unless such city, town or political or taxing sub- division has a population of not less than one thousand in- habitants as ascertained by United States or state census or by any municipal census taken by authority of the state next preceding such investment, and, provided, further, that there shall be eligible hereunder the bonds or other interest bearing obligations of a political or taxing sub- division which has not been in existence for ten years, but which is erected out of another eligible subdivision or com- prises in whole or in part another eligible subdivision or subdivisions or parts of eligible subdivisions if such sub- division shall comply with the other requirements of this paragraph. But nothing herein contained shall authorize the in- vestment of funds in any special assessment or improve- ment bonds or other bonds or other interest bearing obliga- 647 BANKS. G. C. § 710-111 tions which are not the direct obligations of the district issuing same and for which the full faith and eredit of the entire district are not pledged. (f) Bonds or debentures of any Province of the Domin- ion of Canada. Bonds or debentures of any city or town or district except school district in the Dominion of Canada having a population of not less than ten thousand inhabitants, as as- certained by official census next preceding such investment and which has not since 1900 defaulted for more than ninety days in the payment of any part of principal or in- terest of any debt authorized to be contracted by it and which has a net indebtedness exclusive of water debt and bonds issued for other self sustaining public utilities and the amount of sinking funds available for the payment of its bonds other than water bonds and bonds issued for pub- lic utilities, which net indebtedness does not exceed seven per cent of the last valuation of its taxable property for the assessment of taxes preceding such investment, and in all other respects such bonds shall conform to the requirements of clause E of this section; and in the bonds or obligations of any city, town or district therein unconditionally guar- anteed as to payment of principal and interest by the Dominion of Canada or any province thereof. (¢) Bonds of cities of foreign countries that have not been at war with the United States since 1900, having a population of more than one hundred thousand inhabitants, whose net indebtedness does not exceed seven per cent. of the last valuation of its taxable property for the assessment of taxes preceding such investment, exclusive of bonds. is- sued for public utilities and sinking. funds other than for publie utilities and which have no defaulted for more than ninety days on any installment of any part of principal or interest of any debt authorized to be contracted by it for twenty-five years preceding such investment. (h) Bankers acceptances of the kind and maturity made eligible by law for re-discount with federal reserve banks, provided the same are accepted by a bank incor- porated under the laws of this state or any member bank of the federal reserve system. (i) Mortgage bonds, collateral trust bonds, debenture bonds or notes of any regularly incorporated company which, or the constituent companies comprising which for four years (4) prior to the date of purchase has earned over and above all fixed charges other than interest on in- debtedness, an amount equal to at least double the interest G. C. § 710-111a OHIO PRIVATE CORPORATIONS. 648: charges which it willbe required to pay upon its outstand- ing obligations; or mortgage bonds, collateral trust bonds debenture bonds or notes of any regularly incorporated company, which bonds or notes plus all prior ineumbrances are outstanding in an amount not in excess of 50% of the actual value of the property securing said bonds or notes. (j) Railroad equipment bonds or ear trust’ certificates: issued in the United States or Canada, and bonds secured by first mortgage on steel steamships, in an amount not ex- ceeding 50% of the value of such vessels. (k) Bonds or notes secured by first mortgage on im- proved real estate as defined in section 113 hereof (G. OC. § 710-113) of not more than 60% of the value thereof. (Securities shall be charged on books at cost.) All se- curities as enumerated above, having a fixed maturity shall be charged and entered upon the books of the bank at their cost: to the bank, and when a premium is. paid therefor an annual amortization charge shall be made. there- on so as to bring the cost of same to the face value of said bonds at maturity. The superintendent of. banks ghall. have the power to require any security to be charged down to such sum as in his judgment represents its value. The superintendent of banks may order any securities which he deems undesirable removed from the assets of a bank. (108 (Pt. 1) v. 107; G.-C. § 9758; 107 v. 147; 102 v. 173; 99 v. 280, § 50.) | . Limit of investment in any one security. Investment in any one security is limited by § 710-121. Opins. Atty. Gen. 1917, p. 664; Rep. Atty. Gen. 1911-1912, p. 788; Rep. Atty. Gen. 1908, p. 192. Other investments. Real estate mortgages, §§710-112, 710-113. Collateral security, §§ 710-136, 710-139, 710-140. Stock in other banks, unauthorized, § 710-140. Stock in lending bank, no loans on, § 710-114. Stock in other corporations, § 710-140. Personal ‘security, § 710-136. Commercial paper and trade acceptances, §§ 710-136, 710-124, 710-139. Mortgage bonds. Limit on loans on collateral enumerated in clauses (i), (j) and (k). See §710-112. ate . Bonds of a building company secured by real estate, under. former Statute. Rep. Atty. Gen. 1913, p. 802. Section 710-111a. (Application to superintendent to ex- ercise certain powers.) Any bank organized under this act may file application with the superintendent of banks for permission to exercise, upon conditions and under such regu- lations as may be prescribed by the said superintendent of banks, either or both of the following powers: (A) To invest its capital, surplus, undivided profits and deposits in bonds, notes, acceptances, debentures or first lien a ohne am 649 BANKS. © G. Cy. § 710-112 securities of one or more banks or corporations, chartered or incorporated under the laws of the United States and prin- eipally engaged in international or foreign banking, -or banking in a dependency or insular possession of the United States either directly or through the agency, ownership or control of local institutions in foreign countries, or in such dependencies or insular possession; including the bonds, notes, ‘trade acceptances, debentures.or first lien securities of one or more banks or corporations chartered or incorporated under, section 25a of the Federal Reserve Act, as approved December 24, 1919. (B) To invest an amount not exceeding in the aggre- gate ten per centum of its capital stock and surplus in the stock of one or more banks or corporations chartered or incorporated under the laws of the United States and principally engaged in: international or foreign banking, or banking in a dependency or insular possession of the United States either directly or through the agency, owner- ship or control of local institutions in foreign countries or in such dependencies or insular possessions; including the stock of one or more banks or corporations chartered or incorporated under section 25a of the Federal Reserve Act, as approved December 24, 1919. (Information furnished superintendent.) Every bank or- ganized hereunder and investing in the capital stock of banks or corporations as provided herein, shall be required to furnish information concerning the condition of such banks or corporations to the superintendent of banks upon demand. (109 y. 97.) Where a savings bank made a loan to jewelers on pledges of jewelry and merchandise, the fact that the bank.had not complied with statutes regulating pawn brokers was held not to affect its lien upon the property pledged, as against general unsecured creditors. MEATS v. Goldsoll, 42 W. L. B. 264 (Supreme Ct., without report, 899). Section 710-112. (Loans upon mortgage; limitations.) Loans by banks upon mortgage notes shall be made upon first mortgage upon real estate situated in this state, or in States contiguous thereto, and shall not exceed forty per cent (40%) of the value of such real estate if unimproved, and sixty per cent (60%) of such value if improved, and the improvements shall be kept adequately insured. In the case of commercial banks not more than fifty per cent (50%) and in the case of savings banks and trust companies, not more than sixty per cent (60%) of the amount of the paid in capital, surplus and deposits of such bank or trust com- G. C. § 710-114 OHIO PRIVATE CORPORATIONS. 650 pany at any time shall be invested in such real estate se- eurities. Loans on collateral enumerated in clauses (i), (3) and (k) of section 111 of this act (G. C. § 710-111), shall not exceed eighty per cent. of the value of such collateral. (108 (Pt. 1) v. 110; G. C. § 9758; 107 v. 147; 102 v. 173; 99 y. 280, § 50.) A bank may not make loans upon real estate in states which do not bound or abut upon Ohio. Opins. Atty. Gen. 1920, p. 1066. Under former statutes, it was said that a mortgage on a lease- hold for ninety-nine years, not renewable forever, was not authorized. Such a mortgage, however, could be accepted by a savings bank as collateral security under § 710-139. Rep. Atty. Gen. 1912, p. 677. Section 710-113. (‘‘Improved’’ real estate defined.) The term ‘‘improved’’ real estate as used in this act shall be held to mean land upon which buildings have been erected suitable and intended to be used for residence, business or other purposes and fit for use and occupancy, or under con- struction for such purposes; and in the case of farm prop- erty shall mean tillable land with farm buildings thereon and actually under use for farm. purposes, and when so used the same may include pasture and wood lands. (108 (Pt. 1) v. 110.) Section 710-114. (Loans may not be made upon shares of its capital stock; sale of pledged stock, when.) No bank shall loan money on the security or pledge of the shares of its capital stock; nor be the purchaser or holder of any such shares, unless such security or purchase be necessary to pre- vent loss upon debt previously contracted in good faith. Stock so acquired shall, within six months from the time of its purchase, be sold or disposed of at public sale on thirty days’ notice from the superintendent of banks, and in de- fault thereof the superintendent of banks may forthwith take possession of the property and business of such bank until its affairs be finally liquidated, as herein provided. (108 (Pt. 1) v. 110; G. C. § 9761; 101 v. 284; 99 v. 281, § 53.) Power of savings bank to invest in stock of other corporations, § 710-140. A bank has no power to purchase stock in itself for the purpose of reselling at a profit. Rep. Atty. Gen. 1918, p. 796. A note given by a subscriber for national bank stock, in the amount of his subscription, secured by the stock as collateral was held not ultra virés or illegal. Bank v. McDonald, 2 Ohio App. 497; 21 C. C. n. s. 245 (1913). Under the former free banking act a bank had a statutory lien, for claims other than subscriptions, on stock of its debtors, although it was prohibited from loaning money thereon (G. OC. §§ 9683, 9684). State v. Davis, 85 O. 8S. 44; Conant v. Reed, 1 O. S. 298, 304. Although certificates issued after July 1, 1911, were required to oe 651 BANKS. G. C. § 710-117 contain a notice of the lien. § 8673-15; Bank v. Hunt, 16 N. P. n. s. 65 (1914). In the absence of a prohibitory statute a bank may acquire its own stock in payment of a debt from a stockholder, although he is solvent. Taylor v. Miami Exporting Co., 6 Ohio 176 (1833). Under this section it is said that a bank has no power to reserve a lien on its stock by express stipulation on the certificates, to secure the indebtedness of its stockholders to it, and that such a lien is invalid. Rep. Atty. Gen. 1911-1912, p. 775. Compare, Stafford v. Banking Co., 61 O.'S. 160, 169 (1899). Conant v. Reed, 1 O. S. 298, 304 (1853). Agreement of corporation to sell stock for stockholder. Liability for breach. Where a bank stockholder, who is indebted to the bank, is about to sell his stock through a broker to raise funds to pay the debt, and the bank agrees to sell the stock for him for the same price at which he has authorized the broker to sell, the bank is liable to him for such price, where it fails to sell the stock or to notify him of its failure. Brown v. Ginn, 21 C. C. n. s. 85 (1907); aff’d, no rep. 80 O. S. 718. a Section 710-115. (Loans to officer, director, etc., pro- hibited, unless authorized.) No loan shall be made, directly or indirectly to any officer, director or member of the execu- tive committee of any bank unless duly authorized or ap- proved by the directors. Such authorization or approval shall be recorded in the records of their proceedings, and all loans when so authorized and made to officers, directors or members of the executive committee shall be made and secured in the same manner as loans to other persons. (108 Ste Devo tO si. On 9 Upad. OF. Ve243, 923.) In the absence of statute, a bank may make loans to its officers. State v. Bank, 10 Ohio 535, 541 (1841). Directors who participate in the making of a loan to another direc- tor, in violation of statute, are individually liable for losses incurred thereby. ' Conant v. Reed, 1 O. S. 298 (1853). See Arnold v. Reid, 7 West L. J. 410 (C. P. 1850). Purpose of restriction. See State v. Bank, 5 O. S. 171, 177 (1855). Section 710-116. (Separate books shall be kept, when.) A corporation formed to combine two or more classes of business under this act, shall keep separate books of ac- counts for each class. Receipts, investments and_ transac- tions relating to each of such classes of business shall be governed by the provisions and restrictions herein specifically provided therefor. (108 (Pt. 1) v. 110; G. GC. § 9740; 99 v. 275, § 35.) Section 710-117. (How deposits shall be entered.) All de- posits of money, or its equivalent, made with a bank shall G. C.'§ 710-117 OHIO PRIVATE CORPORATIONS. 652 be entered on its books, in terms of lawful money of the United States, and in no other way, and shall be payable at the authorized place of business of such bank. (108 (Pt. 1) ¥io110%) Deposits. A banking corporation has implied power to receive funds on deposit. See Corwin v. Insurance Co,, 14 Ohio 6, 12 (1846). Huber v. Congregation, 16 O. 8.371 (1865). Power to receive deposits. Commercial banks, §.710-135. Savings banks, § 710-141. Authority of bank employe to receive deposit. Where a pros- pective depositor called at the ‘‘New Accounts’’ window of a bank and inquired for an employe with whom she was acquainted, and such employe, being called from another part of the bank, accepted her deposit and issued a pass book, the bank was held to be estopped from denying the authority of the employe to receive it. Toole v. Trust Co. 22 C. C. n. s. 112 (1908). Special deposits, A deposit is presumed to be general and not spe- cial, unless it otherwise appear. Bank v. Brewing Co., 50 O. S. 151, 159 (1893). State v. Perrin, 9 N.|P; nis. 97; 19;L. D. 416 (C. P. 1909). : But where a trustee, having no authority to make a general deposit, deposits trust money, taking a certificate of deposit certifying that he as trustee has deposited the fund payable to himself on return of the cer- tificate properly endorsed, the same not being subject to check, and no stipulation for interest being. made, the presumption, in the absence of proof to the contrary, is that the trustee intended to perform and not violate his duty and that the deposit was intended as a special, and not a general deposit. Smith v. Fuller, 86 O. S. 57 (1912). See Towson v. Cole, 6 N. P. n. s. 388; 17 L. D. 282 (1906). Money paid to a bank, by a subscriber for a liberty loan bond, to be transmitted to the government, is a special deposit. Opins. Atty. Gen. 1919, p. 728. : General deposits. Money received by a bank on general deposit becomes the property of the bank, and its relation to the depositor is that of a debtor, and not of bailee or trustee of the mioney. Bank v. Brewing Co., 50 O. S. 151 (1893). Niles v.. Olszak, 87, O. S. 229 (1912). The bank agrees with its depositor to. receive his deposits, to account, with him for the amount, to repay to him on demand, and to honor his checks to the amount of his credit when the checks are presented, and for any breach of that agreement the bank is liable in an action by him. The deposits become the absolute property of the bank, impressed with no trust, and the bank’s right, to use the money for its own benefit is immediate and continuous, which right constitutes the consideration for the bank’s promise to the depositor, Spear, J., in Railroad Co. v. Bank, 54 O. 8. 60, 71, 72° (1896). If the money is stolen, or destroyed, the loss must be borne by the bank, though it is free from negligence or fault. Bank v. Brewing Co., 50/0. S. 151,.157, (1893). Ina The statute of limitations does not run against a deposit until 2 demand for payment has been made on the bank. 658 BANKS. G. C. § 710-117 Armstrong v. Warner, 21 W. L. B. 1386 (Super. Ct. Cin.); aff'd, 49 O. S. 376. Insolvency of the bank, and suspension of payments, dispenses with the necessity of a demand. Armstrong v. Law, 27 W. L. B.. 100 (Super. Ct. Cin. 1892). Armstrong v. Warner, 21 W. L. B. 136. General or special deposit. Presumptions. A deposit is presumed to be a general one, unless it otherwise appear. Bank v. Brewing Co., 50 O. S. 151, 159 (1893). State v. Perrin, 9 N.’P. on. s. 97;°19 L. D. 416 (C. P. 1909). But where a trustee, having no authority to make a general deposit, deposits trust money, taking a certificate of deposit certifying that he as trustee has deposited the fund payable to self on return of the certificate properly endorsed, the same not being subject to check, and no stipula- tion for interest being made, the presumption, in the absence of proof to the contrary, is that the trustee intended to perform and not violate his duty, and that the deposit was intended as a special, and not a general, deposit. Smith v, Fuller, 86 0. S. 57 (1912). When is a deposit for collection only? In the absence of special agreement, the deposit of an uncertified check by the holder, whether drawn on that bank or another, is deemed to be for collection only, and if there be no funds to meet it, or if it is returned dishonored, the de- posit bank may return it to the depositor and cancel the credit. Blake v. Bank, 79 O. S. 189, 195 (1908); Bank v. Enright, 23 C. C. n. s. 381 (1915); motion to certify record overruled. A deposit with a bank of a certificate of deposit issued by a distant bank, by the payee, with a request to credit the same, no other request or instruction being given, implies that the proceeds of the certificate, when collected, are to be deposited to the party’s credit, and then sub- ject to his check, and not remitted otherwise to the depositor. Hilsinger v. Trickett, 86 O. S. 286 (1912). _ A bank received by mail, from the payee, a certificate of deposit issued by a distant bank, the payee stating in the accompanying letter that it was for deposit to his credit, and asking for a° deposit slip and two or three checks, the payee never having had previous dealings with the bank. The bank, by mail, acknowledged receipt of the certificate and advised that credit had been given to the account of the payee, and en- closed a slip advising that the certificate had been deposited to. his credit, and also enclosed two or three checks, no other request being made or answer given. Held, that the transaction did not amount in law to a purchase of the certificate, but as a receipt, of the same for collection only, the bank agresing to use due diligence in efforts to collect and to be responsible for the proceeds in case of collection, and assuming re- sponsibility for the paper only in case of its negligence by which the Payee suffered loss. i Hilsinger v. Trickett, 86 O. S. 286 (1912). See Warner v. Armstrong, 21 W. L. B. 124 (Super. Ct. Cin.). Miles, v. Reiniger, 39 O. S. 499 (1883). ; Deposits by trustees. See § 710-131. Deposits by commission merchants. Although a bank is charged: with constructive notice that deposits made by commission. merchants are largely the proceeds of sales of property of other parties, yet a bank is not constructively charged with knowledge of the particular ownership G. C. § 710-117 OHIO PRIVATE CORPORATIONS. 654 of deposits on any one day, so as to be liable for the payment in good faith of checks drawn against such deposits. ZI Smith v. City Hall Bank, 13 C. C. n. s. 122; 22: C. D. 342 (1910). But a bank can not apply such deposits, belonging to other parties, on overdrafts of the commission merchant. Sutliff v. Bank, 6 N. P. n. s. 177; 18 L. D. 354 (C. P. 1907). Smith v. Bank, 13 C..C. n. s. 122; 22 C. D. 342 (1910); s. ¢, 7 O. L. R. 290. Deposits in insolvent bank. Where a bank is hopelessly. insolvent, within the knowledge of its officers, it is a fraud for such bank to there- after receive deposits, and title to deposits thereafter made does not vest in the bank. As a general rule a person, in order to recover a deposit made in an insolvent bank, must trace and identify his particular deposit. Orme v. Baker, 74 O. S. 337, 356 (1906); affirming 6 C. C. n. s. 289; 17 C. D. 465. In re Commercial Bank, 2 N. P. 170; 4 L. D. 108 (1895). Howe v: Bank, 16 C. C. n. s. 320 (1905); Warner v. Urfer, 22 C. C..n. s. 59 (1908). (Deposits of public funds.) Commissioners v. Strawn, 6 O. L. R. 309 (U. S. C. C. A. 1907). Towson. v., Cole, 6 N. P..n...s. .388;.:17, L. D., 282. (C.. P.. 1906), Commissioners v. Patterson, 4 O. L. R. 583 (U.S. C. C. 1906). But where on the last day on which the bank was open for business and two days before the receiver took possession, a person made a deposit of checks and cash, which was not credited on the books of the bank, and the checks were not collected, until after the receiver took possession, the depositor was permitted to recover the full amount of his deposit, although the cash had been mixed with other moneys. Orme v. Baker, 74 O. S. 337 (1906). See Warner v. Armstrong, 21 W. L. B. 124 (Super. Ct. Cin.). A depositor in an insolvent bank, who is also indebted to the bank, may set off his deposit against his indebtedness to the bank. Armstrong v. Warner, 49 O. S. 376 (1892). Bank v. Hemingray, 34 O. S. 381 (1878). A subscriber to stock in a savings and loan association may set off his deposit against his liability as a subscriber, as against the assignee for creditors of the corporation. Niles v. Olszak, 87 O. S. 229 (1912). A special deposit may be recovered, after insolvency, although it has been mingled with other funds of the bank. Smith v. Fuller, 86 O. S. 57 (1912). Where an insolvent bank received a check on deposit a few minutes before its doors were closed, the check being turned over to the S. bank which credited the insolvent bank with the amount thereof, on an overdraft, but with knowledge of its condition, it was held that the S. bank could not recover on the check against its drawer, who had deposited the same in the insolvent bank. Bank v. Enright, 23 C. C. n. s. 381 (1915); motion to certify record over- ruled. Right of bank to apply deposits to payment of debts due bank. A bank may apply a deposit to the payment of indebtedness of the de- positor of a bank. Where the deposit is a general deposit, the right of the bank is that of set-off. Where the deposit is special, the bank has a lien thereon. Bank v. Brewing Co., 50 O. S. 151, 158, 159 (1893). The bank may assert such rights, although checks have been issued by the depositor against the deposit. 655 BANKS. G. C. § 710-120 Bank v. Brewing Co., 50 O. S. 151 (1893). And although the indebtedness of the depositor is not yet due. Bank v. Grossman, 15 C. C. 378; 8 C. D. 682 (1897). Rep. Atty. Gen. 1914, p. 1652; 12 O. L. R. 493. But where the funds deposited do not belong to the depositor, of which fact the bank has notice, the bank can not apply the deposit to. its debt. Gibsonburg Bkg. Co. v. Wakeman Bkg. Co., 20 ©. ©. 591, 595; 10 C. D. 574 (1900). Where the deposit is made in the name of an individual as executor, agent, sheriff, ete., this is notice to the bank of the ownership of the deposit, and it can not apply such deposit to the payment of its claim against the individual. Stasel v. Daugherty, 7 N. P. n. s. 424; 19 L. D. 720 (CHIP TALON. Bank v. Bank, 58 O. S. 207 (1898). MeMillan v. Boyd, 40 O. S. 35 (1883). Appropriation of deposit as a preference under the bankruptcy act. See In re Medaris, ete., Co., 4 O L. R. 661; 15 O. F. D. 467 (1906). Withdrawal of deposits. Savings deposits. See §§ 710-142, 710-143. Commercial deposits, see note to § 710-133. Section 710-118. (Records preserved six years.) Every bank shall preserve all of its records, including cards used under a card system, and deposit tickets, for at least six years from the time of making same, and from the date of the last entry thereon. (108 (Pt. 1 avi be) Section 710-119. (Accounts in name of minors.) When an account is opened in’ any bank by or in the name of a minor it shall be payable to such minor, and such payment shall be as valid as if such minor were of legal age. (108 (Pt. 1) v. 111; G. C. § 9770; 99 v. 283, § 62.) Section 710-120. (Deposits in name of two or more per- sons.) When a deposit has been made, or shall hereafter be made in any bank or trust company transacting business in this state in the name of two or more persons, payable to either, or the survivor, such deposit or any part thereof, or any interest or dividend thereon, may be paid to either of Said persons whether the other be living or not; and the receipt or acquittance of the person so paid shall be a valid and sufficient release and discharge to the bank for any pay- ments so made. (108 (Pt. 1) v. 111; G. ©. § 9790-1; 101 v. 120, § 1.) This section was not repealed by the inheritance tax law. Opins. Atty. Gen. 1921, p. 148. This section is for the protection of the bank and payment by the bank does not determine the title to the fund. Estate of Morgan, 28 0. CO. A. 22 (1918). Presumably the interests of the nominal depositors in a joint G. C. § 710-122 OHIO PRIVATE CORPORATIONS. 656 deposit are equal, in the absence of any declaration of trust or agree- ment on the subject. Opins. Atty. Gen. 1920, p. 473. For inheritance tax see § 5348-2. Section 710-121. (Limitation of capital and surplus in- vested in one stock or security.) Not more than twenty per cent of the capital and surplus of a bank doing business un- der this charter shall be invested in any one stock or se- curity unless it be in bonds or other interest bearing obliga- tions enumerated in paragraphs a, b, ec, d, e and h of section 111 of this act (G. C. § 710-111) ; or in the stock of a corpora- — tion owning the land, building or buildings oceupied by such bank for its banking quarters, and then not exceeding sixty per cent of its capital and surplus shall be so invested, which shall be carried on the books of the bank as an investment or equity in real estate; or in the bonds, notes, acceptances, debentures or first lien securities of banks or corporations chartered or incorporated under the laws of the United States and principally engaged in international or foreign banking, or banking in a dependency or insular possession of the United States either directly or through the agency, ownership or control of local institutions in foreign coun- tries or in such dependencies or insular possessions; includ- ing the bonds, notes, acceptances, debentures or first lien securities of one or more banks or corporations chartered or incorporated under section 25a of the Federal Reserve Act, as approved December 24, 1919. (109 v. 97; 108 (Pt. 1) v. 111; G. C. § 9790; 99 v. 283, § 64.) Collateral deposited to secure a loan is not an ‘‘investment’’, and a bank may accept, as security for a loan under the 20 percent | limit, one security in excess thereof, as collateral. Opins. Atty. Gen. 1917, “pr 750." In the absence of a statute, the selection of debtors and distribution of loans are within the discretion of the directors. State v. Commercial Bank, 10 Ohio 535, 541 (1841). In an action by a national bank on a note given as a renewal for a balance due on a previous loan, which had been reduced by renewals and payments below the maximum loan authorized to a single borrower, it is no defense that the original loan was for a larger sum than the bank was authorized to make. Allen v. First N. B., 23 O. S. 97 (1872). Section 710-122. (Limitation of loans to company, firm or corporation.) A bank shall not lend, including overdrafts, to any one person, company, corporation or firm, more than twenty per cent of its paid-in capital and surplus, unless such loan be secured by first mortgage upon improved farm prop- erty in a sum not to exceed sixty per cent of its value. The total liabilities, including overdrafts, of any one per- | | 657 BANKS. G. C. § 710-124 son, company, corporation or firm, to any bank, either as principal debtor or as security or indorser for. others, for money borrowed, except as additional security for a liability previously incurred, at no time shall exceed twenty per cent of its paid-in capital stock and surplus; provided, however, that (1) the discount of bills of exchange drawn in good faith against actually existing values, (2) the discount of trade-acceptances or other commercial and business paper actually owned by the person, company, corporation or firm, negotiating the same, and (3) the purchase or discount of any note or notes secured by not less than a like face amount of bonds of the United States, or certificates of indebtedness of the United States, shall not be considered as money bor- rowed within the meaning of this section. (108 (Pt. 1) v. “111; G. C. 9754; 99 v. 279, § 47.) One who has obtained a loan from a bank, exceeding the legal limit in amount, cannot defend against a suit thereon, on the ground of ultra vires. And where such a loan is secured by notes or other obligations as collateral, the obligors on such collateral obligations can take no advantage of such violation of law. Mutual Bank v. Trust Co., 17 C. C. n. s. 306, 308, 309 (1911). Section 710-123. (Loans to which limitations not applica- ble.) The limitations provided in section 122 (G. C. § 710-122) shall not be applicable to loans made by unincorporated banks for agricultural, industrial or commercial purposes or the proceeds of which have been used or are to be used for such purposes; but such loans shall not include notes, drafts or bills of exchange issued or drawn for the pur- pose of carrying or trading in stocks, bonds or other in- vestments, except bonds and notes of the United States; provided, the total liabilities, including overdrafts of a per- son, company, corporation or firm to any unincorporated bank, either as principal debtor or as security or indorser for others, for money borrowed, except as additional se- curity for a liability previously incurred, at no time shall exceed twenty per cent of the net worth of the owners of such bank, as shown by the report last filed in accordance on section 77 of this act (G. C. § 710-77). (108 (Pt. 1) v. Section 710-124. (‘‘Commercial or business paper’’ and “trade acceptance’ defined.) As used in this act the term ‘commercial or business paper’’ is hereby defined to mean a promissory note, and the term ‘‘trade acceptance’’ to mean a draft or bill of exchange issued or drawn for agricultural, in- dustrial or commercial purposes, or the proceeds of which G. C. § 710-127 OHIO PRIVATE CORPORATIONS. 658 have been used or are to be used for such purposes, but such definition shall not inelude notes, drafts or bills of exchange covering merely investments, or issued or drawn for the purpose of carrying or trading in stocks, bonds or other investment securities, except bonds and notes of the government of the United States. Such notes, drafts and bills of exchange shall have a maturity at the time of dis- count of not more than ninety days except when drawn or issued for agricultural purposes or based on live stock, when such maturities shall not exceed six months from the date thereof. (108 (Pt. 1) v. 112.) Section 710-125. (Unauthorized deposits deemed loans.) The deposit of funds by any bank in-another bank or trust company, not duly designated as a depository by its board of directors as hereinafter provided, shall be held to be a loan within the meaning of section 122 of this act (G. C. § 710-122)....(108 (Pt: 1)-v. 112;.G..C. §.9755;.99 v..279, §: 479m Section 710-126. (Borrowing of money and securities lim- ited.) No bank may borrow money, bonds or other securi- ties in any sum exceeding the amount of its capital stock and surplus, except with the written consent of the superinten- dent of banks, provided that the rediscount of notes, bills of exchange and acceptances shall not be considered money borrowed. Every such re-discount shall be entered upon the books of the bank, and the total amount thereof shall appear as a contingent hability upon every report of condition made to the superintendent of banks or published by said bank. (108 (Pts 1), T12.) Power to borrow money under general corporation law, § 8705. Where a bank borrowed money from one of its directors, under an agreement to deliver him certain collateral securities therefor, an — equitable lien was held to have been created upon the securities, en- forcible against the assignee for creditors of the bank, where through no fault of the lender, the securities were not delivered. Klauster- meyer v. Trust Co., 89 O. S. 142 (1913). Section 710-127. (Reserve banks may be designated; reso- lution certified to superintendent.) _A bank may by resolu- tion of its board of directors designate other banks organized under the law of this state, or of another state, or of the national banking act of the United States, as reserve banks in which such part of its reserve not required to be kept by it may be deposited, subject to payment upon demand. A copy of such resolution shall upon its adoption be forthwith — certified to the superintendent of banks and the depository ; 659 BANKS. G. C. § 710-1390 so designated shall be subject to the approval of the superin- _tendent of banks. (108 (Pt. 1) v. 112; G. C. § 9759; 107 v. 186; 102 v. 173; 99 v. 281, § 51.) Section 710-128. (Deposit in other bank as reserve, etc., limited.) No bank shall deposit as a reserve or otherwise in any other bank or national bank an amount in excess of 50% of the capital stock and surplus of such depositary bank; nor shall any two banks be reciprocal depositaries each for the other. (108 (Pt. 1) v. 1138.) Unauthorized deposits. § 710-125. Section 710-129. (Loans, discounts or dividends of profits, prohibited, when.) When the reserve of a bank falls below the amount required by law, it shall not make new loans or discounts, otherwise than by discounting or purchasing bills of exchange, payable at sight or on demand, nor make dividends of its profits, until the reserve required by law is restored. The superintendent of banks shall require any bank whose reserve falls below the amount required, imme- diately to make such reserve good. In ease the bank fails for thirty days thereafter to make good its reserve, the superintendent of banks may forthwith take possession of the property and business of such bank until its affairs be adjusted or finally liquidated, as provided by law. (108 (Pt. 1) v. 118; G. C. § 9760; 101 v. 284; 99 v. 281, § 52.) Section 710-130. (Dividend of undivided profits may be declared, when. Undivided profits, how ascertained.) The board of directors of any bank may declare a dividend of so much of its undivided profits as they deem expedient. Be- fore such dividend is declared, not less than one-tenth of the net earnings of the company for the preceding half-year, or for such period as is covered by the dividend, shall be car- ried to surplus until such surplus amounts to fifty per cent of its capital stock. In order to ascertain the undivided profits from which such a dividend may be made, in the account of profit and loss there shall be charged and deducted from the actual profits : _ (1) All ordinary and extraordinary expenses, paid or meurred, in managing the affairs and transacting the busi- ness of the bank, (2) Interest paid or then due, on debts which it owes, (3) All taxes due, G. C. § 710-132 OHIO PRIVATE CORPORATIONS. 660 (4) All losses sustained by the corporation. In com- puting its losses, debts owing to it which have become due and which are not in process of collection and on which in- terest for one year or more is due and unpaid, unless same are well secured, and debts upon which final judgment. has been recovered, but has been for more than one year un- satisfied, and on which also for said period of one year, no interest was paid, ‘unless same are well secured, shall be ineluded...,;,(108 ,,(Pt,.,.1),,.v. 1135; Gi.) § 97355)103, .v.0. 2704 99 v. 274, § 29.) ‘*Well secured’’ in clause 4 of this section means secured so that the entire debt could be collected from the security, without re- gard to the financial ability of the principal debtor. Rep. Atty. Gen. 1914, p. 1482. Section 710-131. (Deposits in trust for another; to whom paid.) Whenever any deposit shall be made in a bank by any person in trust. for another, and. no other or further notice of the existence and terms of a legal and valid trust shall have been given in writing to the bank, in the event of the death of the trustee, the same, or any part thereof, together with the dividends or interest thereon, may be paid to the person for whom said deposit was made. (108 (Pt. 1) v. 118.) Deposits by trustees. An assignee, receiver or trustee of an insolvent has no authority to make a general deposit, the title to which passes to the bank. Such a deposit is in legal effect a loan to the bank, and is unauthorized. Smith v. Fuller, 86 O. S. 57 (1912). Such a deposit may be authorized by a proper order of court. Smith v. Fuller, 86 O. S. 57 (1912). G. C. § 710-157 provides that a court may authorize deposits in a trust company on such terms and subject to such restrictions as may be deemed expedient. A trustee may make a special deposit. Smith v. Fuller, 86 O. S. 57 (1912). Section 710-132. (Non-payment of check through error or mistake, bank not liable to depositor, when.) No bank shall be liable to a depositor because of the non-payment through mistake or error and without malice of a check which should have been paid unless the depositor shall allege and prove actual damage by reason of such non-payment and in such event the liability shall not exceed the amount of damage so proved. (108 (Pt. 1) v.:113.) Checks. A check is a bill of exchange drawn on a bank payable on demand, G. C. § 8290. 661 BANKS. G. CG. § 710-132 A check is an order which may be. countermanded and payment forbidden by the drawer any time before it is actually cashed or accepted. Railroad Co. v. Bank, 54 O. S. 60, 72 (1896). After the death of the drawer, a bank has no right to pay or certify a check. Covert v. Rhodes, 48 O. S. 66, 72 (1891). The holder of a check has no priority over other creditors of its drawer, upon his bankruptcy or insolvency. Covert v. Rhodes, 48 O. S. 66, 72 (1891). Chaffee v. Bank, 40 O. S. 1 (1883). : Smith v. Bank, 13 C. C. n. s. 122; 22.C..D. 342 (1910). A check does not of itself operate as an assignment of any part of the deposit, and the bank is not liable to the holder of the check unless and until it accepts or certifies the check. G. C. § 8294. Railroad Co. v. Bank, 54 O. S. 60 (1896). Covert v. Rhodes, 48 O. S. 66 (18U1). But the depositor may arrange with the cashier that his deposits shall be used to pay certain checks only. In such case, the deposits are appropriated to such checks and may not be applied to the pay- ment of other checks. Paige v. Bank, 12 Ohio App. 196; 30 O. C. A. 53 (1919); motion to certify record overruled. 17.0. L. R. 312. A check drawn to order should be paid only to, or on the genuine and authorized endorsement of, the payee. Goldberg v. Bank, 17 N. P. n. s. 398 (1913). After a check has been certified, the drawer of the check can not revoke or stop payment upon it. The certifying bank is liable on the check to another bank that has received it for deposit and given credit therefor to its depositor, although before payment to its depositor, it received notice that the check had been fraudulently obtained by the depositor. Blake v. Bank, 79 O. S. 189 (1908). See G. C. §§ 8292, 8293. It is the duty of a bank to honor checks to the amount of the depositor’s credit, when the checks are presented. Railroad Co. v. Bank, 54 O. S. 60, 71 (1896). The bank ‘may decline payment of a check because of insufficient funds, and may pay out of the depositor’s balance from time to time, smaller checks, although drawn subsequent to the dishonored check. If, when the larger check was first presented, the bank undertook the duties of a collection agent, its liability depends upon the terms of the agency. Paige v. Bank, 12 Ohio App. 196; 30 O. C. A. 53 (1919); motion to certify record overruled, 17 O. L. R. 312." Forged checks. A bank is bound to know the signature of its de- positor on a check and makes payment at its own peril. Bank v. Bank, 58 O. S. 207 (1898). See Ellis v. Ohio, ete., Co.,4 O. S. 628 (1855). _ A bank may, and should, withhold payment of a check until fully satisfied as to the genuineness of the éndorsements. Armstrong vy. Bank, 46 O. S. 512 (1889). The duty of a bank is to pay checks, drawn payable to order, to the person who becomes the holder by genuine endorsement. The de- positor can not be charged with payments made otherwise unless the circumstances amount to a direction from the depositor to the bank to pay the check without reference to the genuineness of the endorsement, or are equivalent to a subsequent admission that the endorsement is genuine, in reliance on which the bank is induced to alter its position. G. C. § 710-132 OHIO PRIVATE CORPORATIONS. 662 When there has been no fraud, or special understanding between bank and depositor, the liability of the bank can not be affected by conduct of the depositor in drawing the check, of which the bank had no notice. Dodge v. Bank, 20 O. S. 234 (1870). Dodge v. Bank, 30 O. S. 1 (1877). Armstrong v. Bank, 46 O. S. 512 (1889). Goldberg v. Bank, 17 N. P. n. s. 398 (1913). The rightful possession of a check, payable to order, confers no au- thority on the bank to pay it to the person having such possession, without the genuine endorsement of the payee. Dodge v. Bank, 30 O. S. 1 (1877). Where, by the fraud of a third person, a depositor is induced to draw his check to the order of a fictitious person, or order, the drawer being in ignorance of the fact and intending no fraud, the bank is not authorized to pay the check and charge it to the account of the de- positor. Armstrong v. Bank, 46 O. S. 512 (1889). Jones Sons v. Bank, 14 N. P. n. s. 129 (C. P. 1913). Estoppel of depositor. It has been held that a depositor is not bound to look for forged signatures among his checks when his book is balanced, and the checks returned to him, and is not presumed to have acquiesced in the account charging him with the payment of such a check, where he failed for seventeen days to examine the checks and discover the forgery. Bank’ v. Creasy, 18 W. L. B. 410 (Super. Ct. Cin. 1887). See G. C. § 11225-1. It is a depositor’s duty, when his pass book has been written up and returned to him with the checks charged to his account, to examine them within a reasonable time thereafter, and report any forgeries discovered. After the lapse of a reasonable time, a presumption arises that the checks are correct, and the depositor having failed to examine them at a proper time can not recover from the bank the amount paid on checks subsequently discovered to be forgeries without proving that the bank could have, by the use of ordinary care, detected such forgery. Jones Sons v. Bank, 14 N. P. n. s. 129; 23 L. D. 353 (C. P. 1913). See Cumberland v. Bank, 20 C. ©. n. s, 31. A stranger, introduced to plaintiff by one W., who was known to plaintiff, represented that he was A. B., owner of a farm and applied for a loan. Plaintiff, finding the title to be in A. B., took a mortgage from the stranger on the farm, and gave him a check on defendant payable to A. B. The stranger was identified as A. B. at the bank by W. and the bank cashed the check. Held, that the bank was not liable to plaintiff. McHenry v. Bank, 85 O, S. 203 (1911). See Winters N, B. v. Roberts, 8 N. P. n. s. 294 (C. P. 1909). A depositor drew a check to the order of M. R., who lived in New York, but by mistake mailed it to M. R. at Cleveland, where it was re- ceived by a person of the same name, who cashed the check. Held, the bank was not liable to the depositor. Weisberger Co. v. Bank, 84 0. S. 21 (1911). A check properly endorsed in blank was obtained without authority by a partner of its owner, and cashed. Held, as between the bank and depositor, the check was properly charged to his account. Bowden v. Bank, 12 W. L. B. 184 (Dist. Ct. 1883). Limitation of action against bank. See § 11225-1. / 663 BANKS. G. C. § 710-133 Recovery of money paid on forged check. Where a bank pays a check to a bona fide holder, it can not recover the money back upon dis- covering the check to be a forgery. This rule has not been modified in _ Ohio except by local custom in Ellis v. Ohio, ete., Co., 4 O. S. 628. Bank v. Bank, 58 O. S. 207, 211-212 (1898). To shift the loss sustained upon a forged check the holder must give prompt notice of the forgery, when discovered, and return the check to the party upon whom the loss is sought to be cast, and reasonable oppor- tunity should, if possible, be given such party to protect himself against loss. Bank v. Bank, 6 C. C. 180; 3 C. D. 380 (1891); aff'd, no rep., 52 O. S. 630. Where a bank paid a forged check to a bona fide holder, and upon discovery of the forgery, did not notify the party to whom it had been paid, but, on inquiry by such holder, assured him’that the check was “all right,” the bank is estopped from subsequently recovering the amount paid. Bank v. Bank, 6 C.:C. 130; 3 C. D. 380 (1891); aff’d, no rep., 52 0. S. 630. Section 710-133. (What deemed due diligence in forward- ing check, notes, etc., for collection.) Any bank, banker or trust company, organized under the laws of or doing business in this state, receiving for collection or deposit, any check, note or other negotiable instrument drawn upon or payable at any other bank, located within or without this state, may forward such instrument for collection direct to the bank on wheih it is drawn or at which it is made payable and such method of forwarding direct to the payor, shall be deemed due diligence and the failure of such payor bank, because of its insolvency or other default, to account for the proceeds thereof, shall not render the forwarding bank liable there- for, provided, however, such forwarding bank shall have used due diligence in other respects in connection with the collection of such instrument. (108 (Pt. 1) v. 114.) Collections. Powers of bank as to. Where a negotiable promissory note is en- _dorsed for collection and sent to the place of payment, the bank re- ceiving such note, with such indorsement, has no power to sell or trans- fer the note. Its power is limited to collection. Bank v. Craig, 63 O. S. 374 (1900). _ A bank having a “collateral note” in its possession, for collection, is not a “holder” thereof, within the meaning of a clause in the note authorizing its “holder” to become the purchaser. of the securities pledged. Such bank has no right to purchase the securities at its own sale. Moore v. Bank, 12 C. C. n. s..529; 21 C. D. 614 (1910). Where payment of a check is refused because of insufficient funds, the bank may agree to hold and undertake to collect it. Paige v. Bank, 12 Ohio App. 196; 30 0. CG. A. 53 (1919); motion to certify record overruled, 17 O. L. R. 312. Method of collection. A person selecting a bank as a collecting agent impliedly agrees that the agency may be performed in accordance with such reasonable methods prevailing at the place of collection as have G. C. § 710-133 OHIO PRIVATE CORPORATIONS. 664 ripened into usage, not in conflict with the general law, although he has no actual knowledge of their existence. Hilsinger v. Trickett, 86 O. S. 286 (1912). See Bank v. Butler, 41 O. S. 519 (1885). It is not negligence per se for a bank which has received a certifi- — cate of deposit, issued by a distant bank, for collection, to send it by mail to the bank issuing the same, with a request for payment, where such is the custom among banks, and there is no other bank in the town where the certificate was issued. Hilsinger v. Trickett, 86 O. S: 286 (1912). Bridge Co, v. Bank, 46 O. S. 224, 230 (1889). It is not negligence per se for a collecting bank, in the absence of instructions to the contrary, to accept in conditional payment of a cer- tificate of deposit, a draft or check of the issuing bank where such is the custom of banks in the vicinity. Hilsinger v. Trickett, 86 O. 8. 286 (1912). When is a deposit for collection only? See note to § 710-117. Title to paper held for collection and its proceeds. Where a draft is lodged for collection, the relation between the bank and the owner of the draft is that of principal and agent, and not that of creditor and debtor; and a trust character is impressed upon the draft and its pro- ceeds. Jones v. Kilbreth, 49 O. S. 401 (1892). Bank v. Melhorn, 8 C. C. 191; 4 C. D. 401 (1894). An indorsement “for collection” is notice to the drawee that the in- dorsee is not the owner of the paper, but only the agent of the owner authorized to receive payment for him. Bank v. Bank, 58 O. 8S. 207 (1898). Payment of note or draft by bank. Where a bank, holding a note for collection, pays the same out of its own funds, the transaction, is a payment and extinguishment of the note and not a transfer thereof. Bank v. Craig, 63 O. S. 374- (1900). Where a bank pays a note held for collection, out of its own funds, it does not become the owner of the note unless payment is made with the assent of the maker of the note. If the maker assents, he is liable to the bank, but if he does not assent the bank ean not recover from him. Bank v. Craig, 63 O. S. 374 (1900). Where a note is made payable at a bank designated therein, such bank may pay the note out of a general deposit of the maker of the note. Francis‘ v. Bank; "I NY P.'281:°3° L2-D! 185 -(C.. P.* 1895): Liability. Negligence. A bank holding for collection commercial paper. on which there are indorsers, is bound to take the proper steps to charge the endorsers and if, by its negligence, an endorser is discharged the bank is liable for the resulting damages. Bank v. Bank, 49 O. S. 351 (1892). Huff v. Hatch, 2 Dis. 63 (Super. Ct. Cin. 1858). White v. Bank, 4 W. L. B. 791 (Super. Ct. Cin. 1879). But where the bank, in accordance with a general usage of the place, hands a note to a reputable notary for presentment and protest it is not liable for negligence of the notary, whereby the endorser was released. Bank v. Butler, 41 O. S. 519 (1885). On endorsement “for collection.” An endorsement of a check, draft or bill of exchange “for collection” by one other than the pavee, does not guarantee that the signature of the drawer is genuine. But 665 A BANKS. Ge. § 710-135 such endorsement is a guaranty that the signatures of prior endorsers are genuine. Bank v. Bank, 58 O. S, 207 (1898). See G. C. § 8142. For default of correspondent. Where a bank receives for collection a draft payable in another place, and for the same purpose for- _ wards the draft to its correspondent in such other place, it is responsible to the owner for the conduct of the correspondent and for the proceeds, immediately upon collection by the correspondent. The correspondent is the agent of the forwarding bank, and not. the subagent of the owner of the draft. Payment to the correspondent is payment to the bank, unless there was some agreement or authority between the owner and the bank beyond the mere fact of the draft being received for collection. Reeves v. Bank, 8 O. S. 465 (1858). Bank v. Bank, 10 C. C. 233; 6 C. D. 452 (1895). But where the correspondent is selected by the owner of the draft, and not by the forwarding bank, the bank is not liable for the acts of the correspondent. Bridge Co. v. Bank, 46 O. S. 224 (1889). And where the forwarding bank sends the check for collection with due diligence, and according to the prevailing banking custom or usage, the forwarding bank is not liable for loss arising from in- solvency of the correspondent bank after it had collected the check. Iron Works v. Bank, 17 N. P. n. s. 365 (1915); affirmed by Court of Appeals without opinion. - To whom liable. A bank receiving commercial paper, for col- lection, from another bank is liable only to the bank from which it re- ceived the paper. It is not liable to the person depositing, or placing, the paper with the forwarding bank. Bank v. Bank, 10 C. OC. 233; 6 C. D. 452 (1895). See Cornwell v. Kinney, 1 Handy 496 (Super. Ct. Cin. 1855). Pleading and evidence. Where the petition in a suit against a bank alleged that the plaintiff had deposited a sum of money, under an agree- ment whereby the bank was to safely keep the same and pay plaintiff’s checks drawn against it, evidence tending to show that no money was deposited but that a certificate of deposit in a distant bank was endorsed by plaintiff to defendant, and was lost by negligence of defendant bank, is incompetent under the pleadings. Hilsinger v. Trickett, 86 O. S. 286 (1912). Section 710-134. (When and how surplus of bank may be used.) The surplus of any bank shall not be used for the payment of dividends nor shall the same be used for the payment of expenses or losses until the credit to undivided profits on the books of the bank has been exhausted. But any portion of such surplus may be converted into capital stock and distributed to stockholders by way of a stock dividend provided that such surplus shall not thereby be reduced below twenty per cent of. the aggregate capital stock of said bank issued and outstanding after the payment of such dividend. (108 (Pt. 1) v. 114.) Section 710-135. (Accounts subject to check may be re- ceived.) Commercial banks may receive deposits of funds G. C. § 710-136 OHIO PRIVATE CORPORATIONS. 666. subject to withdrawal or to be paid upon check of the de- positor. All deposits in such banks shall be payable on de- mand without notice except when the contract of deposit shall otherwise provide. (108, (Pt,.1) v. 114; G. ©. § 9757; 107 v. 186; 99 v. 280.) As to deposits, see note to § 719-117. Section 710-136. (Loans and discounts may be made.) Commercial banks may loan money upon personal or col- lateral security, discount, buy, sell or assign promissory notes, drafts, bills of exchange, trade and bank acceptances, and other evidences of debt and buy and sell exchange, coin and bullion. (108 (Pt. 1) v. 114; G. C. § 9757; 107 v. 186; 99 v. 280, § 49.) Collateral securities. A bank making a loan on collateral security is 'a bona fide holder for value thereof. Cleveland v. Shoeman, 40 O. 8. 176 (1883). Where a note or certificate of deposit is held as collateral secur- ity for a loan, and the maker of the note or certificate of deposit’ be- comes insolvent, the holder thereof is entitled to a dividend upon the full amount of the collateral, although the debt secured by the col- lateral has been reduced by payments, but not below the amount of the dividend. Mutual Bank v. Trust Co., 17 C. C. n. s. 306 (1911). In the absence of a special agreement, a bank has no lien on collaterals, for its general or unsecured claim against the pledgor. Stowe v. Bank, 1 C..C. 524; 1 C. D. 292 (1886). In: re Meyers,7 N.. P.. 262-10 °%..D, 12), A “collateral note” in terms giving the pledgee bank a lien, on the collateral security’ deposited, for the amount of the note and every other liability of the maker of the note to the bank, is valid and the bank has a lien for all other indebtedness. Bank v. Lumber Co., 194 Fed. 732; 17 0. F. D. 37 (1911). Stock of corporation. A national bank may make loans on the stock of a corporation, as collateral. _ Bank v. Bank, 37 O. S. 208, 215 (1881). ‘ Bank v. Wehrman, 69 O. S. 160, 171 (1903) ; reversed, 202 U. S: 295. And on the stock of another national bank. Bank v. Bank, 37 O. S, 208, 215 (1881). Under the free banking act (G. C. §§ 9676 to 9701) a bank which had made a, loan on stock of another bank was held not entitled to a transfer of the stock on the books of such other bank on the ground that a corporation has no power to acquire stock of other corporations. Franklin Bank v. Commercial Bank, 36,0. S. 350 (1881). For power of a corporation, under, present statutes, to acquire stock in other corporations, see § 8683. Power to acquire its own stock. § 710-114, See also note to § 8627. Rights and remedies of pledgees of stock. See note to § 8682. Commercial paper. Where commercial paper is pledged to’a bank, ' 667 ' BANKS. + G. Ge § 710-137 as collateral, it is the duty of the bank to use reasonable and ordinary care and diligence to collect the same. Bridge Co. v. Bank, 46 O. S. 224 (1889). Personal security. Under the national banking act which author- izes loans on “personal security” it is held that such banks are not limited to the personal undertaking of the borrower, or to the security afforded by the names of indorsers or personal sureties, but loans on a pledge of ponds, corporate stock, and other personal chattels are authorized. Cleveland v. Shoeman, 40 O. 8. 176, 181 (18838). Where a savings bank made a loan to‘jewelers on pledges of jewelry and merchandise, the fact that the bank had not complied with statutes regulating pawn brokers was held not to affect its lien upon the property pledged, as against general unsecured creditors. Griffith v. Goldsoll, 42 W. L. B. 264 (Supreme Ct. without report, 1899). Discounts. The discounting of paper is only a mode of loaning money, with the right of taking the legal interest in advance. Insurance Co. v. Carpenter, 40 O. S. 260, 265 (1883). Bank v. Baker, 15 O. S. 68 (1864). Usury. See also note to § 710-47. Contracts for usurious interest. A bank authorized to discount paper may deduct interest in advance at the highest rate permitted by law. McLean v. Lafayette, 3 McLean 587; 2 O. F. D. 412. Insurance Co. v. Carpenter, 40 O. S. 260, 265 (1883). See Ladow v. Bank, 51 O. S. 234 (1894). But where an individual, in discounting paper, deducts interest in advance in such an amount that the interest on the money actually ad- vanced exceeds eight percent, the transaction is usurious, and the lender can recover only the amount loaned, with interest at six percent. Coppock vy. Kuhn, 3 C. C. 599; 2 C. D. 347 (1889); aff’d, 50 O. S. 444. The addition of the current rate of exchange to the legal rate of in- terest is not usury. ; Bank v. Brasnears, 1 Dis. 207 (Super. Ct. Cin. 1856). Unless it is charged as a mere shift or device to obtain illegal interest. Exporting Co. v. Clark, 13 Ohio 1 (1844). See Bank v. Haynes, 23 O. S. 637. Gebhart v. Sorrels, 9 O. S. 461 (1859). Sale of corporate bonds at a discount, as usury, see note to § 8797. A purchase of commercial paper, at a greater discount than the legal rate of interest, is not usury. Dunkle v. Renick, 6 O. S. 527 (1856). Section 710-137. (Drafts, bills of exchange of future date may be accepted. Letters of credit may be issued, when. Limitation of amount of accepted drafts or bills: Word “‘goods’’ defined.) A commercial bank may accept for pay- ment at a future date, drafts or bills of exchange having not more than six months sight to run, drawn upon it by Its customers under acceptance agreements and which grow out of transactions involving the importation or exportation of goods; and issue letters of credit authorizing the holders thereof to draw upon it or its correspondents, provided that there is a definite bona fide contract for the shipment G. C. § 710-138 OHIO PRIVATE CORPORATIONS. 668 of goods within a specified reasonable time and the exis- tence of such contract is certified in the acceptance agree- ment; or which grow out of transactions involving the do- mestic shipment of goods, provided that shipping docu- ments conveying or securing to the accepting bank title to readily marketable goods, are attached or in the hands of an agent of the accepting bank, independent of the drawer, for its account, at the time of acceptance or which are secured at the time of acceptance, by warehouse receipts or other such documents conveying or securing to the ac- cepting bank title to readily marketable goods fully covered by imsurance, the warehouse receipts or other such docu- ments to be those of a responsible warehouse independent of the drawer, the acceptor to remain so secured during the life of the acceptance unless other suitable security of the same character, or cash, be substituted; and, provided that no commercial bank shall accept drafts or bills under. this section, to an aggregate amount at any time more than equal to the sum of its paid up and unimpaired eapital stock and surplus; and provided further that no commercial bank shall accept whether in a foreign or domestic transaec- tion, for any one person, firm or corporation, to an amount equal at any time to more than twenty per centum of its paid up and unimpaired capital stock and surplus, unless the accepting bank is secured either by the attached doecu- ments or those held for its account by its agent independ- ent of the drawer, or by some other actual security of the same character. Should the accepting bank purchase or discount its own acceptances, such acceptances will be con- sidered as a direct loan to the drawer and be subject to the limitation of section 122 of this act (G. C. § 710-122). The superintendent of banks may issue such further regulations as to such acceptances as he may deem necessary in con- formity with this act. As used herein, the word ‘‘goods’’ shall be construed to include goods, wares, merchandise or agricultural products, including live stock. (108 (Pt. 1) v. 114.) A warehouse receipt for merchandise may be accepted by a national bank as collateral security. 64 Cleveland v. Shoeman, 40 O. 8. 176 (1883). Section 710-138. (Percentage of deposits kept as reserve.) Commercial banks shall keep as reserve at least fifteen per cent of their total deposits; at least four per cent of that part of such deposits which is payable on demand, and at least two per cent of that part of such deposits which are 669 | BANKS: G. C. § 710-140 time deposits shall be kept in the vaults of the bank in law- ful money, national bank notes, federal reserve notes, federal reserve bank notes, or bills, notes and gold and silver certifi- cates issued by the United States. (108 (Pt. 1) v. 115; G. C. § 9759; 107 v.-186; 102 v. 173; 99 v. 281, § 51.) Deficiency in reserve, § 710-129. Reserve depositories. §§ 710-125, 710-127, 710-128. Reserve of savings bank, § 710-144. : Reserve of member bank of federal reserve bank, § 710-5. Where a bank has, by its articles of incorporation, commercial bank powers, it must comply with the reserve requirements of a com- mercial bank, although it transacts savings bank business only. Rep. Atty. Gen. 1914, p. 85. Section 710-139. (Investments and loans by savings banks; enumeration of evidences of debt.) A savings bank may invest its funds in or loan money on, discount, buy, sell or assign promissory notes, drafts, bills of exchange, trade and bank acceptances and other evidences of debts; but all such investments or loans made except those secured by mortgages on real estate or pledge of collateral security shall be upon notes, drafts, bills of exchange, trade or bank acceptances, or other evidences of debt payable at a time not exceeding six months from the date thereof, but not more than thirty per cent. of the capital, surplus and deposits of such bank shall be so invested. (108 (Pt. 1) v. 115; G. C. §765;'99 v. 282; § 57:) Section 710-140. (Investment of funds by savings bank; securities enumerated.) A savings bank may invest its funds ‘in: (a) The securities mentioned in section 111 of this act (G. C. § 710-111) subject to the limitations and restrictions therein contained; except that investments in real estate se- curities shall be subject to the restrictions contained in sec- tion 112 of this act (G. C. § 710-112). (b) Stocks of companies, upon which or the constitu- ent companies comprising the same, dividends have been earned and paid for five consecutive years next prior to the investment; provided, every such investment shall be authorized by an affirmative vote of a majority of the board of directors of such savings bank. No purchase or investment shall be made in the stock of any other corporation organized or doing business under the provisions of this act or of the national banking act: of the United States. (c) Promissory notes of individuals, firms or corpora- G. C: §.710-141-OHIO PRIVATE CORPORATIONS. 670 | tions when secured by a sufficient pledge of collateral ap- proved by the executive committee or board of directors. (d) Ground. rents or certificates of participation or beneficial ownership in improved lands under lease for a period of not less than twenty-five years from the date thereof, and conditioned that the lessee shall pay all taxes and assessments thereon and keep and maintain said prem- ises in full and complete repair, with insurance in an amount equal to the insurable value of the improvements thereon, provided that the aggregate par amount of such rents or certificates shall not exceed the. value of the land nor sixty per cent of the total value of the land and im- provements. But nothing in this section contained shall prevent the investment in such rents or certificates in un- improved lands, where by the terms of the lease thereof the construction of a new building thereon is provided for and funds have been deposited or will be deposited from the proceeds of the sale of such rents or certificates sufficient for the cost of such construction, and conditioned that such construction shall begin within six months thereafter and that the funds so deposited shall be paid out to meet the cost of such construction as the work PROGRS SEES and for no other purpose. (108 (Pt. 1) v. 116; 0 § 9765 3 99) M5 282. ) | Stock in a building and loan association is not an authorized in- vestment, although paid up. Rep. Atty. Gen. 1914, p. 608. . Stock in a building company which has earned and paid dividends for five consecutive ne last past is authorized. Rep. Atty. Gen. 1914, p. 1656; 12 O. R. 493. A mortgage on a piesa for ninety-nine years may be accepted as ‘‘collateral’’ under this section (c); although the bank is not authorized to make a direct loan thereon. Rep. Atty. Gen. 1913, p- 789; Rep. Atty. Gen. 1912, p. 677. This section does not prohibit an unincorporated bank from hold- ing stock in a state bank. Rep. Atty. Gen. 1914, pp. 162, 975. Section 710-141. (Savings banks may receive deposits from whom.) A savings bank may receive on deposit any sum of money offered for that purpose by any person, firm, society or corporation, or by any municipal corporation, township, school district, taxing district, county or state, or other body politic, or which is ordered to be deposited by any court of this or any other state, or of the United States, having custody of money, and make investment or loans thereof in the manner provided herein. It also may credit and pay such rates of interest thereon as may be agreed upon. (108 (Pt. 1) v. 116; G. C. § 9763; 99 v. 281, § 55.) A national bank has power to maintain a savings department and 671 BANKS. G. G. § 710-143 pay interest on deposits. Clement N. B. v. Vermont, 231 U. S. 120, 139 (1913). Section 710-142. (Terms upon which deposits received prescribed by directors.) The board of directors of a savings bank shall prescribe the terms upon which deposits shall be received and paid out and a pass book shall be issued to each savings depositor, containing the rules and regulations adopted by the board of directors’ governing such. deposits, in which shall be entered each deposit made, the interest allowed thereon, and each payment made to such depositor. By accepting such book the depositor assents and agrees to the rules and regulations therein contained. (108 (Pt. 1) v. 117; G. C. §$ 9767, 9768; 99 v. 283, §§ 59, 60.) Section 710-143. (Check’ against account may be paid, when and how.) No payment or check against any sav- ings bank account shall be made or paid unless accom- panied by and entered in the pass book issued therefor, except for good cause and on assurance satisfactory to the officers of the bank; but nothing herein shall prevent sav- ings banks issuing time certificates of deposit or certificates for deposit specially issued according to the rules and regu- lations governing savings deposits. (108 (Pt. 1) v. 117; G. C. § 9769; 99 v. 283, § 61.) In an action by a depositor to recover a balance of a savings account, the burden is on the bank to prove payment or withdrawal by the de- positor. The burden is not on the depositor to show the balance claimed and that payment has not been made. Robison v. Upton, 12 C. CO. n. s. 314; 21 C. D. 330 (1909); Bank v. Cereguti, 4 Ohio App. 1; 21 C. C. n. s. 38 (1914); affi’d, no rep. 92 O. S. 525. Pass books. Rules which require presentation of the pass book, or due notice to the bank in case of the loss of the book, as conditions precedent to pay- ment to the depositor, or upon his written order, are reasonable condi- tions and become part of the contract between bank and depositor, when brought to the notice of the latter. Where in such case the bank makes payment on presentation of the pass book, not to the depositor in person, but upon a written order, which turns out to be a forgery, the bank is at least bound to act in good faith and to exercise reasonable care with the view to avoid payment to a per- Son\ who is not lawfully entitled to receive payment. If it does not act in good faith and exercise reasonable care, it is liable to pay again to the rightful owner of the deposit. Savings Co. v. Anderson, 78 O. S. 341 (1908) ; affirming, 9 C. C. n. 8. 13; 19 C. D. 107; 4 N. P. n. s. 22; 16 L. D. 490. Whether the bank has exercised reasonable care is a question for the jury. Bank v. Cereguti, 4 Ohio App.’ 13°21 ©. C.'n.''s. 38 proans. aff’d, no rep. 92 O. 8. 525;:Bank v. Karas, 14 Ohio App. 147 2 G. CG. § 710-143 OHIO PRIVATE CORPORATIONS. 672 Where the depositor signed only by mark, and the rules of the bank required identification in such cases, it was held that the iden- tifying witness must know the man who signs by mark. Bank v. aes Se 4 Ohio App. 1; 21 C. C. n. s, 38 (1914); aff’d, no rep. 92 O. The bank is not authorized to require indemnity from the deposi- tor. Bank vy. Karas, 14 Ohio App. 147. A delivery to a donee, of a savings pass book, containing entries of deposits to the credit of the donor, with the intention to give the donee the deposits represented thereby, with appropriate words of gift, is a sufficient delivery, as between the donee and the administrator of the donor, to constitute a valid gift of such deposits, without assignment or transfer in writing. Polley v. Hicks, 58 O. S. 218 (1898). Certificates of deposit. A certificate of deposit, payable to the order of the depositor, on return of the certificate, is, in effect, a negotiable promissory note. Bank v. Brown, 45 O. S. 39 (1887). ‘Howe v. Hartness, 11.0. S. 449 (1860). Where such a certificate is lost by the payee, and the same has never been endorsed by him, he may maintain an action at law against the bank which issued it, without tendering an indemnity against future liability. Bank v. Brown, 45 O. S. 39 (1887). Where a certificate, silent as to the time of maturity, bearing in- terest, is negotiated, two days after its date, to a bona fide holder, it will not be regarded as overdue at the time. To be regarded as overdue, a reasonable time must have elapsed for the purpose of negotiation or pre- sentment for payment. Howe vy. Hartness, 11 O..S. 449 (1860). A bank empowered to receive deposits is authorized to issue cer- tificates therefor. Issuing, dealing in, buying and selling certificates of deposit is one of the incidents of, and properly pertains to, the business of banking. Bank v. Blakesley, 42.0. S. 645, 651 (1885). Where a banking partnership, on receipt of a deposit, issued a cer- tificate therefor, and subsequently a savings bank was incorporated and carried on business in the rooms of the partnership, the former partners being the officers and managers of its business, and such officers issued a certificate of the savings bank to such depositor, in exchange for his former certificate, and the certificate was renewed several times, the sav- ings bank was held liable thereon although the partnership had, in fact, no authority to exchange the certificate, and were indebted to the savings bank. Bank v. Blakesley, 42 O. S. 645 (1885). Where a bond or undertaking is required by statute a certificate of deposit can not be accepted in lieu thereof. A certificate of deposit is not a bond or undertaking. Bank v. Street, 16 O. S. 1 (1864). , Certificates of deposit are not post. notes within the meaning of U. 8. Rev. Stats. § 5183. Bank v. Williamson, 2 C. C. 118; 1 C. D, 395 (1887). Where a trustee, having no authority to make a general deposit, deposits trust money, taking a certificate of deposit certifying that he as trustee has deposited the fund payable to himself on return of the cer- tificate properly endorsed, the same not being subject to check, and no stipulation for interest being made, the presumption, in the absence of proof to the contrary, is that the trustee intended to perform his duty, and that the deposit was intended as a special, and not a general deposit. Smith v. Fuller, 86 O. S. 57 (1912). 673 BANKS. G.-C. § 710-145 Section 710-144. (Percentages of deposits required as re- serve!) Savings banks shall keep as reserve at least ten per cent of their time deposits, and at least fifteen per cent of their demand deposits; at least four per cent of that part of such deposits which is payable on demand, and at least two per cent of that part of such deposits which are time deposits shall be kept in the vaults of the bank in lawful money, national bank or federal reserve notes, federal reserve bank notes, and gold and silver certificates issued by the United States. (108 (Pt. 1) v. 117; G. C. § 9764; 104 v. 186; 99 v. 282, § 56.) Reserve depositories. §§ 710-127, 710-128, 710-125. Deficiency in reserve. § 710-129. Reserve of commercial bank, § 710-138. ° Reserve of member bank of federal reserve bank. §710-5. Where a bank has both commercial and savings bank powers, it is not entitled to maintain a reserve of only ten percent on its entire time deposits. The ten percent reserve applies only to its savings department. Rep. Atty. Gen. 1914, p. 874, Section 710-145. (Associations and societies formerly in- corporated may continue; election.) Associations incorpora- ted under the act entitled ‘‘an act to incorporate savings so- cieties,’’ passed April 16, 1867, and the act passed March 19, 1868, entitled ‘‘an act to amend an act entitled, ‘an act to incorporate savings societies,’ passed April 16, 1867,’’ may continue their business under such acts, and without preju- dice to any rights acquired. Such, institutions and other savings and loan institutions organized under the laws of this state, if they so elect may continue their business under this act, by signifying such election, under their seal, to the secretary of state, and conforming their action thereto. The secretary of state shall record it, and his certificate be evi- dence thereof. (108 (Pt. 1) v. 117; G. C. § 9810; R. S. § 3811; 70 v. 40, § 23.) a A society for savings cannot be incorporated under present laws. Rep. Atty. Gen. 1912, p. 66. Deposits in a savings society belong to the depositors, and taxes thereon can not be assessed against the society. Collett v. Savings Society, 18 C. C. 131; 7 C. D. 146 (1897). aff'd, no rep., 56 O. S. 776. Such deposits should be returned’ for taxation by the depositors as ‘“money’’ or ‘‘personal property’’. Rep. Atty. Gen. 1912, p. 575. _ Trustees of a corporation organized under a former statute authoriz- ing savings societies were held personally liable where such trustees made no attempt to organize or conduct it as a savings society, but instead carried on a general banking business. Ridenour v.: Mayo, 40 O. S. 9 (1884). G.'C. § 710-150 OHIO PRIVATE CORPORATIONS. 674 A society for savings is not taxable under, § 5407 et seq. but is re- quired to make returns to the auditor. Rep. Atty. Gen. 1911-1912, p. 645. , See Collett v. Society, 13 C. C. 131; aff’d, no rep:,;'56'O.'S. 776. Section 710-146. (Investment of funds of such societies.) Savings societies organized and doing business under the acts named in the preceding section, in addition to the in- vestments authorized in such acts, may invest their funds in the bonds of a county or municipal corporation issued pur- suant to any law of this state, and charge interest on loans of not more than eight per cent per annum payable semi- annually. (108 (Pt. 1) v. 117; G. C. § 9811; R. S. § 3812; TE WAL SOP SST SH Section 710-147. (Investment of societies incorporated by general assembly.) Societies for savings, duly incorporated by the general assembly, and doing business under their respective acts of incorporation, may invest in land, and in the erection of buildings thereon, for the purpose of their own business, such sum as the trustees thereof deem neces- sary, not to exceed five per cent of the amount of deposits held by them and also rent any part of such buildings not needed for their own use. (108 (Pt. 1) v. 117; G. C. § 9812; R. S. § 3813; 63 v. 62, §1; S. & S. 187.) Section 710-148. (Dividends may be paid, when.) Be- fore a dividend, or interest on deposits, is paid by such so- cieties, they shall have a surplus fund equal to not less than five per cent of the whole amount of deposits, and gradually increase such fund to an amount equal to ten per cent of the amount of deposits. (108 (Pt. 1) v. 118; G. C. § 9814; R. S. § 3815; 74 v. 26, § 2.) | Section 710-149. (Societies whose charters are subject to alteration or repeal.) All ‘‘societies for savings’’ and ‘‘say- ings soceities’’ now doing business, whose charters are sub- ject to alteration or repeal, may continue their business under their respective charters, after the expiration thereof, subject, however, to the repeal of any such charter, and to such amendments, alterations, rules and regulations as may be prescribed, from time to time, by any laws of the state. (108 (Pt. 1) v. 118; G. C. § 9815; R. S. § 3814; 74 v. 26, § 1.) Section 710-150. (Trust companies may accept trusts, when; capital; deposit with treasurer of state.) No trust company, or corporation, either foreign or domestic, doing a 675 BANKS. G. C..§ 710-150 trust business shall accept trusts which may be vested. in, transferred or committed to it by a person, firm, association, corporation, court or other authority, of property within this state, until its paid in capital is at least one hundred thou- sand dollars, and until such corporation has deposited with the treasurer of state in cash the sum of one hundred thou- sand dollars, except that the full amount of such deposit by such corporation may be in bonds of the United States, or of this state or any municipality or county therein, or of any other state or any municipality or county therein, or in the first mortgage bonds of any railroad corporation that for five years last past has earned at least five per cent net on its issued and outstanding capital stock, which securities and the sufficiency thereof shall be approved by the superinten- dent of banks. From time to time said treasurer shall, with the approval of the superintendent of banks, permit with- drawals of such securities or cash, or part thereof, upon deposit with him and approval of the superintendent of banks, of cash or other securities of the kind heretofore named, so as to maintain the value of such deposits as here- in provided, and so long as it continues solvent he shall permit it to collect the interest on its securities so deposited. (108 (Pt. 1) v. 118; G. C. §§ 9778, 9779; 99 v. 284, § 69.) National banks must meet the requirements of this section before transacting trust business in Ohio. Opins. Atty. Gen. 1921, p. 854; TO. L. RR. 421. The superintendent may defer issuing certificate under § 710-56 to a new bank whose articles of incorporation confer, trust powers, until it has made the deposit required by this section. Opins. Atty. Gen. 1920, p. 124. The deposit may be in cash. Opins. Atty. Gen. 1915, p. 2479. Where the full amount of the deposit is in cash, no interest may be paid to the trust company thereon. Opins. Atty. Gen. 1917, p. 539. Only securities of the classes specified in this section may be deposited. Rep. Atty. Gen. 1909-1910, p. 257. Bonds of a street or interurban railway company are probably not “railroad corporation” bonds. Rep. Atty. Gen. 1909-1910, pp. 261, 256. “Corporate stock certificates” issued by the city of New York are “bonds.” Rep. Atty. Gen. 1909-1910, p. 258. Mortgage notes of individuals are not authorized by this section. Rep. Atty. Gen. 1909-1910, p. 325. Nor are certificates of deposit issued by banks, although state deposi- ae Rep. Atty. Gen. 1909-1910, p. 257; Opins. Atty. Gen. 1917, Dp: : Nor bonds of a light, heat and power company. Rep. Atty. Gen. 1909-1910, p. 254. Nor road improvement bonds of a district of a county of another state, where the credit of the entire county is not pledged. Rep. Atty. Gen. 1914, p. 701. Nor bonds of a magisterial district of West Virginia. Opins. Atty. Gen. 1916, p. 1489. G. C. § 710-151 OHIO PRIVATE CORPORATIONS. 676 -A trust company organized prior to the enactment of the Thomas law, with a paid in capital. of less than $100,000 but which. has transacted no trust. business, cannot accept trusts until it increases its capital stock to at least $100,000 and makes the deposit required. Rep. Atty. Gen. 1914, p. 1650; 12 O. L. R. 493. Withdrawal of deposit. By foreign trust company retiring, from the state. § 710-155. Where a trust company transfers its assets to another trust com- pany, which assumes its liabilities, the deposit of the transferee com- pany stands as security for the liabilities of the transferrer company, and the deposit of the transferrer company may be returned by the state treasurer. Rep. Atty. Gen. 1904-1905, p. 107. Where a trust company goes into liquidation, the deposit can not be returned to it until the treasurer is satisfied by definite proof that the .liabilities have been paid. Rep, Atty. Gen. 1904-1905, p. 107. The state treasurer may, before permitting a withdrawal of deposits after the trust company has wound up its business, take a bond providing for the payment of any outstanding liabilities of the company. Rep. Atty. Gen. 1906-1907, p. 121. Opinions on requests to withdraw or transfer deposit. See Opins, Atty. Gen. 1917, p. 792; Opins. Atty. Gen. 1918, p. 1360; Opins. Atty. Gen. 1919, p. 50. Taxation of deposit. The securities deposited are subject to tax- ation, if of a taxable kind. Rep. Atty. Gen. LOLS De E19 Section 710-151. (Foreign trust company may do business in this state, when; deposit; license fee.) Every foreign trust company shall, upon being admitted to do business within this state as otherwise provided by law, filed a certified copy of its certificate of admission with the superintendent of banks, together with a certified copy of the last published statement made by it and filed with the proper department of the state in which it is organized and doing business, and upon approval thereof and of the funds and securities to be deposited as in the preceding section provided, he shall cer- tify that fact to the treasurer of state, and upon deposit of such funds and securities with the treasurer of state the superintendent of banks shall thereupon, and upon the payment of a license fee of one hundred dollars therefor, license said trust company to transact business within this state for the period of one year thereafter. (108 (Pt. 1) wv. 118.) ? A foreign trust company must comply with G. C. §§ 178 and 183, unless it had been admitted to do business in Ohio prior to July 11, 1919, or unless it comes within the exception of § 710-154. Opins. Atty. Gen, 1919, -—p. 895. Under former statutes a foreign trust company was not required to: comply with G. C. §§178 and 183. Opins, Atty. Gen. 1917, p. 1296; - 677 BANKS. G. C. § 710-154 Rep. Atty. Gen. 1914, p. 1636; 12 O. L. R. 449; Rep. Atty. Gen. 1913, 73. i A foreign trust company, acting as trustee under a mortgage executed and recorded prior to July 11, 1919, having complied with the laws then in effect, need not comply with §§ 710-151, 710-152, 710-17(¢) or this section. Opins. Atty. Gen. 1921, p. 65. Section 710-152. (Certificate of tax commission filed an- nually with superintendent.) Every foreign trust .company doing a trust business in this state shall annually within thirty days after complying with all the provisions of law in relation to foreign corporations transacting business within this state, file with the superintendent of banks a certificate of the tax commission of Ohio as to such compliance together with a copy of the last published statement of said corpora- tion, and if such trust company is not in default as to any trust matter or estate within this state, the superintendent of banks shall thereupon, and upon payment fo a fee of one hundred dollars therefor, license said corporation to trans- act business within this state for a further period of one Meat -GLUSs.. Pts d)>Vevbd 9.) Annual franchise report. $5499 et seq. Section 710-153, (Examination of trust company; ex- pense.) The superintendent of banks shall have the right to examine, by any deputy, examiner or person especially appointed for that purpose, the books or affairs of any for- eign trust company, or any corporation doing a trust busi- ness, as to any and all matters relating to any trust, estate or property within this state and concerning which such trust company is acting in a trust or representative capacity, the expense of which shall be charged to and paid by such trust company. (108 (Pt. 1) v. 119.) Section 710-154. (Compliance with law required before acceptance or execution of any trust; qualifying as executor or administrator.) No such trust company, foreign or do- mestic, authorized to accept and execute trusts, either di- rectly or indirectly through any officer, agent or eimploye thereof, shall certify to any bond, note or other obligation to evidence debt, secured by any trust deed or mortgage upon or accept any trust concerning property located wholly or in part in this state, without complying with the provi- sion of sections 150, 151 and 152 of this act (G. ©. §§ 710-150, 710-151, 710-152). But nothing herein contained shall pre- vent+a foreign corporation from qualifying as executor or administrator of property in this state, after appointment as G. C. § 710-156 OHIO PRIVATE CORPORATIONS. 678 executor or administrator by the courts of any other state as provided by law, when the decedent was a resident of such state at the time of his death, or from acquiring, hold- ing or transferring title to lands or other property within this state as trustee to secure any bond, note or other obliga- tion aforesaid, or from certifying thereto, but provided al- ways, that by the laws of such other state a trust company organized and doing business under the laws of this state shall have equal privileges as to any similar estate, deed or trust of property in such other state. (108 (Pt. 1) v. 119; G. C. § 9780; 99 v. 284, § 69.) Section 710-155. (Retirement from state; notice; applica-— tion to court for authority.) Upon the retirement from this state of any foreign trust company, notice of such proposed retirement shall be published once each week for four con- secutive weeks in a newspaper of general circulation in the city or village in which the principal place of business of such company is located within this state and proof of such publieation shall be filed with the superintendent of banks. Such company shall within thirty days after the expiration of the period provided for in such notice, file its application in the court of common pleas of the county in which its principal place of business is located within the state, for authority to withdraw from the treasurer of state the. se- curities or fund deposited with him under the provisions of section 150 of this act (G. C. § 710-150); and said court, if satisfied that such company has fulfilled and met all of its obligations may so find and may authorize the withdrawal of such securities by such trust company; and upon receipt of a certified copy of such order, the superintendent of banks shall so certify to the treasurer of state and thereupon such treasurer of state shall deliver and surrender to such trust company the securities or funds heretofore deposited with him for the faithful performance of the trusts assumed by such trust company. (108 (Pt. 1) v. 119.) Section 710-156. (How and from whom moneys may be received and held.) A trust company may receive and hold moneys, or property in trust, or on deposit from executors, administrators, assignees, guardians, trustees, corporations or individuals upon such terms and conditions as may be agreed upon between the parties. (108 (Pt. 1) v. 120; G. C. § 9819; R. S. § 3821a;.79 v. 101, 102.) A deposit is presumed to be general and not special, unless it 679 ; BANKS. . G.-C. § 710-158 otherwise appear. Bank v. Brewing Co., 50 0. S. 151, 159 (1893); State v. Perrin, 9 N. P. n. s. 97; 19 L. D. 416 (C. P. 1909)... . But where a trustee, having no authority to make a general de- posit, deposits trust money, taking a certificate of deposit certifying that he as trustee has deposited the fund payable to himself on re- turn of the certificate properly endorsed, the same not being subject to check, and no stipulation for interest being made, the presumption, in the absence of proof to the contrary, is that the trustee intended to perform and not violate his duty and that the deposit was intended as a special, and not a general deposit...Smith v. Fuller, 86 O. S. 57 (1912). See Towson v. Cole, 6 N. P. n. s, 388; 17 L. D, 282 (1906). Section 710-157. (Courts may order moneys deposited with trust companies.) Any court in this state, including probate courts, may by order, decree or otherwise, direct moneys or property under its control, or paid into court by parties to an action or legal proceedings, or which are brought into court by reason of an order, judgment or de- cree, in equity or otherwise, to be deposited with a trust company, by such court designated upon such terms and subject to such instructions as are expedient. (108 (Pt. 1) vy. 120; G. C. § 9776; 99 v. 284, §68; G. C. § 9818; R. S. § 3821a; 79 v. 101.) A trustee appointed to wind up and settle the affairs of an insolvent bank has no right or power, in the absence of a proper order of court, to make a general deposit of funds in a bank. Such a deposit is in legal effect a loan to the bank, and, unless authorized by the court, is a violation of duty by the trustee. Smith v. Fuller, 86 O. S. 57 (1912). Section 710-158. (Empowered to act as agents relative to evidences of indebtedness.) A trust company may act as agent or trustee for the purpose of registering, countersign- ing or transferring the certificates of stock, bonds, or other evidences of indebtedness of a corporation, association, mu- nicipality, state or public authority, upon such terms as may be agreed upon, and act as trustee under any mort- gage or deed of trust to secure bonds issued by any corpora- tion, association, municipality or body politic, and may ac- cept and execute any other corporate or municipal trusts not inconsistent with the laws of the state. (108 (Pt. 1) v. 120; G. C.°§ 9817; R. S. § 3821a; 79 v. 101.) A bank without trust company powers is not authorized to act as trustee under a mortgage securing bonds, although issued by an in- dividual. Rep. Atty. Gen. 1913, p. 797. See also Opins. Atty. Gen. 1915, p. 957. A trust company has no power to act as a real estate or insur- ance agent. Rep. Atty. Gen. 1909-1910, pp. 330, 326. _ Rep. Atty. Gen. 1908-1909, p. 195. Rep. Atty. Gen. 1913, p. 42. G. C. § 710-160 OHIO PRIVATE CORPORATIONS. 680 A trust company may act as trustee of a corporate mortgage securing a bond issue. Cincinnati Hotel Co. v. Deposit Co., 25 W. L. B. 375 (Super. Ct. Cin, 1891); judgment modified by Supreme Court, 25 W. L. B. 295. A trust company may act as registrar of stock. Rep. Atty. Gen. 1910-1911, p. 568. Liability of trust company certifying bonds with knowledge that the corporation did not own the property included in the mortgage. See Dreifus v. Trust Co., 13 C. C. n. s. 441; 23 C. D. 46 (1910); reversed, without report, 87 O. S. 525. Davidge v. Trust Co., 203 N. Y. 331 (1911). Section 710-159. (Management and disposition of ‘prop- erty; may accept and execute all trusts.) A trust company may act as agent, and take, accept and execute any and all trusts, duties and powers in regard to the holding, manage- ment and disposition of any property or estate, real or per- sonal, which may be committed or transferred to, or vested in said trust estate, and the rents and profits thereof or the sale thereof, as may be granted or confided to it by any person, association, corporation, municipal or other author; ity; and may act as trustee under any will or deed or other instrument creating a trust for the care and management of property under the same circumstances and in the same manner, and subject to the same control by the court: hav- ing jurisdiction of the same as in the case of a legally quali- fied person. (108 (Pt. 1) v. 120; G. C..§ 9828; R. S. § 3821b; 95 v. 98; 79 v. 101, 104.) A trust company, holding the legal title to land, in trust, as tes- tamentary trustee, may bring a proceeding under G. C.. §§ 11084 and 11085 to recover compensation for such land when unlawfully taken by a railroad company. Trust Co. v. Railroad Co., 7 N. P. n. s. 497; 8. ¢, 6 N. P. n. 8. 454 (Ct. of Insol. 1908). The bringing of such a proceeding by a foreign trust company is not “doing business” in the state within the meaning of § 178 et seq. Trust Co. v. Railroad Co., 7 N. P. n. s. 497 (1908). Section 710-160. (Trusts of fiduciary character; may ac- cept and execute on order of court.) A trust company may take, accept and execute all such trusts which may be com- mitted to it by order of any court of record or probate court of this or any other state or of the United States, to act as executor, administrator, assignee, guardian, receiver, or trustee, or in any other trust capacity, and receive and take title to any real estate which may be the subject of any such trust; and such courts of record and probate courts may appoint such trust company to act as executor, admin- istrator, assignee, guardian, receiver, trustee or in any other 681 BANKS. G. C. § 710-162 trust capacity, provided that any such appointment as guar- dian shall apply to the estate. only and not to the person. But no such trust company shall be required to assume or execute a trust without its consent thereto. (108 (Pt. 1) v. 120.) Under former statutes a trust company was not authorized to act as executor, administrator, receiver, assignee or trustee for creditors. Schumacher v. McCallip, 69 O. S. 500 (1903); Opins. Atty. Gen. 1915, p. 957. But its appointment could not be collaterally attacked. Trust Co. y. Telegraph Co., 79 O. S. 89 (1908). And where appointed before a former statute was held uncon- stitutional, it was entitled to compensation. Trust Co. v. Smith, 4 ©. C. n. s. 237, 16 C. D. 317 (1904); aff’d, no rep. 74 O. S. 505. Section 710-161. (Capital and deposits with state treas- urer held as security.) The capital stock of such trust com- pany, with the liabilities of the stockholders existing there- under, and the fund deposited with the treasurer of state as provided by law shall be held as security for the faithful discharge of the duties undertaken by such trust company in respect to any trust, and no bond or other security, except as hereinafter provided, shall be required from any such trust company for or in respect to any trust, nor when appointed executor, administrator, guardian, trustee, re- ceiver, assignee, or depositary; except that the court or of- ficer making such appointment may, upon proper applica- tion, require any trust company which shall have been so appointed to give such security for the faithful performance. of its duties as to the court or officer shall seem proper, and upon failure of such trust company to give security as required may remove such trust company and revoke such appointmnet. (108 (Pt. 1) v. 121; G. C. § 9777; 99 v. 284, §69; G. C. § 9829; R. S. § 3821b; 95 v. 98; 79 v. 101, 104.) The exemption from bond does not apply where a bond was given prior to the enactment of §710-161. The trust company must main- - eyes the bond until the trust is administered. Opins. Atty. Gen. 1920, p. j Bond may be required of a trust company only on application by an interested party. The court may not, on its own motion, require Security. Opins. Atty. Gen. 1920, p. 210. Section 710-162. (Court may order investigation of com- pany, when; expense.) Any judge of a court in which such trust company is acting in such trust capacity, if he deems it necessary, or upon the written application of any party interested in the estate which it holds in a trust capacity, at any time, may appoint a suitable person’ or \persons, G. C. § 710-165 OHIO PRIVATE CORPORATIONS. 682 who shall investigate the affairs and management of such trust company concerning such trust and make sworn re- port to the court of such investigation. The expense thereof shall be taxed as costs against the party asking for such examination, or the trust fund of such trust company as the court decrees. Such court at any time may examine any officers of such trust company, under oath or affirmation, as to its trust matters in the court, or as to its affairs and management while considering its appointment in such capacity; and for any cause, applicable to natural persons in the same capacity, order that such trust company forth- with settle its trust. (108 (Pt. 1) v. 121.) Section 710-163. (Officer empowered to sign and swear to accounts, papers, etc.) In proceedings in the probate court or any court of record, connected with any authority exer- cised under this act, all accounts, returns and other papers may be signed and sworn to in behalf of such trust company by a duly authorized officer thereof. The examination and answers of such officer under oath shall be received as the examination and answers of the trust company. The court may order and compel any of its officers to attend such ex- aminations and to answer such questions as may be put to him relating to any such proceedings, in all respects as otherwise provided by law. (108 (Pt. 1) v. 121; G. CG. § 9830; R. S. § 3821b; 95 v. 98; 79 v. 101, 104.) Section 710-164. (Investment of money and property held in trust!) In the management of money and property held by it as trustee, such trust company may invest such money and property in a general trust fund of the trust company. But it shall be competent for the authority making the ap- pointment to direct whether such money and property shall be held separately or any part thereof invested in a general trust fund of the trust company. The trust company always shall follow and be entirely governed by the directions con- tained in any will or instrument under which it acts. (108 (Pt. 1) v. 122; G. C. § 9831; R. S. § 3821b; 95 v. 98; 79. v. 101, 104; G. C. § 9788; 99 v. 286, § 76.) A ‘‘general trust fund’’ is a fund in which all the money and property held as trustee may be invested, each trust being credited with its proportionate share of the inerement, and being charged with its share of the management cost. It may be invested in a ground rent (§§ 710-166, 710-140), the title being held in the name of the trust company, as trustee. Rep. Atty. Gen, 1912, p. 700. Section 710-165. (Mingling of property or securities, pro- — 683 BANKS. G. C. § 710-168 hibited.) No property or securities received or held by any trust company in trust shall be mingled with the investments of the capital stock or other properties belonging to such trust company or be liable for its debts or obligations. Moneys pending distribution or investment may be treated as a deposit in the trust department, or may be deposited in any other department of the bank, subject in other respects to the provisions of law relating to deposit of trust funds by trustees and others. (108 (Pt. 1) v. 122; G. C. § 9832; R.S. § 3821b; 95 v. 98; 79, v.. 101, 104; G. C. § 9789; 99 v. 286, § 76.) Section 710-166. (Investment of trust funds; securities enumerated.) A trust company may invest in or loan its trust funds upon the securities, bonds and other interest- bearing obligations enumerated in section 111, 112 and 140 of this act (G. CO. §§ 710-111, 710-112 and 710-140), but sub- ject to all limitations as to the amount of the investment or loan therein or thereon as provided by law, and in stocks and bonds of corporations when authorized by the affirmative vote of the board of directors, or of the executive committee of such trust company. (108 (Pt. 1) v. 122; G. C. § 9781; 99 v. 285, § 70.) Section 710-167. (Reserve fund required.) A trust com- pany shall keep the same reserve as is required of savings banks, and shall be governed by the same provisions of law in all respects relating thereto, but shall not be required to keep a reserve on trust funds or property held in trust. (108 (Pt. 1) v. 122; G. C. § 9787; 99 v. 286, § 75.) Section 710-168. (Title guaranty and trust company may establish bank, how.) A title guaranty and trust company heretofore organized and now existing may be granted the power to establish a commercial or a savings bank or a com- bination of both in the manner provided in this act for the organization, conduct and supervision of commercial and savings banks; provided, that such title guaranty and trust company shall, in addition to its present capital, establish and maintain the capital required for a commercial or a savings bank or a combination of both as prescribed in sec- tion 37 of this act (G. C. § 710-168); provided, such capital and all other assets of the commercial savings bank or both of such title guaranty and trust company, shall be held solely for the repayment of the depositors of said bank and shall not be liable for or be pledged or used to pay any other ob- ligation or liability of such title guaranty and trust company G. C. § 710-171 OHIO PRIVATE CORPORATIONS. 684 until provision has been made for payment in full of all of the depositors of said bank; provided, further, that said com- mercial or savings bank or both shall be governed by all of the provisions of law applicable to commercial and say- ings banks; but nothing in this act shall limit the powers now granted by law to title guaranty and trust companies. (108 (Pt. 1) v. 122.) Powers of title guaranty companies. See § 9850 et seq. Section 710-169. (Subject to supervision and inspection laws.) When a title guaranty and trust company has com- plied with the provisions of this act and acquired banking powers herein granted, such company as to business trans: acted under powers heretofore granted to such title guaranty and trust company, shall thereafter make its report to and be examined by the superintendent of banks, who shall in- spect and supervise such company according to the provisions of sections 9850, 9851, 9852 and 9855 of the General Code; and as to the banking powers granted herein, it shall be subject to all requirements of this act as to commercial and savings banks. A title guaranty and trust company accepting the provisions of this act shall not be subject to the limitations prescribed by section 9853 of the General Code. (108*(PR 1 v. 123.) Section 710-170. (May have trust company powers when qualified.) A title guaranty and trust company heretofore organized and now existing may accept the provisions of this act and be granted trust company powers provided that it shall qualify and comply with all the requirements herein provided for the organization, conduct and supervision of trust companies; provided also that upon the acceptance of the powers granted under this act, all trust powers here- tofore granted to title guaranty and trust companies are thereby revoked. (108 (Pt. 1) v. 123.) Section 710-171. (Reports to auditor of state and super- intendent. Application of fees.) Title guaranty and. trust companies shall make such reports to the auditor of state as are required to be made by trust companies to the superin- tendent of banks, and shall be subject to like examination, penalties and fees; such examination to be made by and such fees and penalties assessed by and paid to the auditor of state. Fees so received by the auditor of state and by him paid into the state treasury to the credit of the general rey- 685 BANKS. G. C. § 710-173 enue fund are hereby appropriated for the express pur- pose of paying the cost of such examinations. (108 (Pt. 1) vy. 123; G.C. § 9856; R. S. § 382lgg¢;-98 v. 153; 95 v. 222.) Section 710-172. (Embezzlement, misapplication, etc., of funds, unlawful; penalty.) Whoever being an officer, em- ploye, agent or director of a bank, embezzles, abstracts, or wilfully misapplies any of the money, funds, credit or prop- erty of such bank whether owned by it or held in trust, or wilfully and fraudulently issues or puts forth a certificate of deposit, draws an order or bill of exchange, makes an ac- ceptance, assigns a note, bond, draft, bill of exchange, mort- gage, judgment or decree, or makes a false entry in a book, report or statement of such bank, or makes a false statement or certificate as to a trust deposit, fund or contract, for or under which such bank is acting as trustee, or fictitiously bor- rows or solicits, obtains or receives money for the bank not in good faith intended to become and be the property of the bank, with intent to defraud or injure the bank: or another person or corporation, or to deceive an officer of the bank or an agent appointed to examine the affairs of such bank, or publishes a false statement or report relating to the financial condition of,the bank with intent to defraud or injure it or another person or corporation, shall be fined not more than ten thousand dollars, or imprisoned in the penitentiary not more than thirty years, or both. (108 (Pt. 1) v. 123;:G. C..§ 12473; G. C. § 138183; G..C. § 138184; 99 v. 278, § 44; G. C. § 744-11; 103 v. 383, § 11.) In a report, the change of an overdraft on an individual account into the column of loans is a false entry under this section. If the report is made properly. but such change occurs in the published report, the offense would be against § 710-33. Rep. Atty. Gen. 1913, mm 799." . _ Section 710-173. (Wrongful charge on account or certify- ing checks; penalty.) Whoever, being an officer, employe, agent or director of a bank, wilfully certifies a check drawn on such bank and fails forthwith to charge the amount thereof against the account of the drawer thereof, or wil- fully certifies a check drawn upon the bank unless the drawer of such check has on deposit with the bank an amount of money subject to the payment of such check and equal to the amount’ specified therein, shall be fined not more than five thousand dollars or imprisoned not less than one year nor more than five years, or both. (108 (Pt. 1) v. 1124; G.-C. §§ 138185;°13186 ; 99 v. 275, §§ 31-33; G.'C. § 744-10; 103 v. 383, § 10.) G. CG. § 710-177 OHIO PRIVATE CORPORATIONS. 686 Section 710-174. (Receiving money, etc., when insolvent; penalty.) Whoever, being an officer or employe of a bank, receives or, being an officer thereof, permits an employe to receive money, checks, drafts or other property as a de- posit therein when he has acknowledged that it is insolvent, shall be fined not more than five thousand dollars or impris- oned in the penitentiary not more than five years, or both. (108 (Pt. 1) v. 124; G. C. § 13182; 99 v. 293,.§116; G. C. § 744-11; 103 v. 383, § 11.) } Section 710-175. (Receiving fictitious obligation, etc.; penalty.) Whoever, being an officer or employe of a bank, resorts to a device, or receives a fictitious obligation in order to evade the provisions of this section and the next two pre- ceding sections, or certifies a check unless there has been regularly entered to the credit of the drawer therof upon the books of such bank, an amount at least equal to the amount of such check, shall be fined not more than. five thousand dollars or imprisoned not less than one year nor more than five years, or both: (108 (Pt. 1) v. 124; G. ©. § 18187; 99 v. 275, § 33; G. C. § 744-10; 103 v. 383, § 10.) Section 710-176. (Drawing check, draft, etc., without credit; penalty.) Any person who, with intent to defraud, shall make or draw or utter or deliver any check, draft or order for the payment of money upon any bank or other depository, who, at the time thereof, has insufficient funds or credit with such bank or depositary, shall be guilty of a felony, and upon conviction thereof shall be fined not less than fifty dollars and not more than two hundred dollars, or imprisoned in the Ohio state penitentiary for not less than one year nor more than three years or both. i (Prima facie evidence of intent to defraud.) As against the maker or drawer thereof, the making, drawing, utter- ing or delivery of a check, draft or order, payment of which is refused by the drawee, shall be prima facie evi- dence of intent to defraud, and knowledge of insufficient funds in, or credit with, such bank or other depository. The word ‘‘eredit’’? as used herein shall be construed to mean any contract or agreement with the bank or de- positary for the payment of such check, draft, or order, when presented. (108 (Pt. 1) v. 124; G. C. §13193-1; 106 v. 443.) Section 710-177. (False advertising of capital; penalty.) It shall be unlawful for a bank to advertise by newspaper, 687 BANKS. G. C. § 710-179 letter head, or in any other way, a larger capital than actu- ally has been paid in. A bank violating this provision shall forfeit and pay to the state of Ohio five hundred dollars for each and every such offense, to be recovered with costs of suit in an action, to be prosecuted by the superintendent of banks, before any court of competent jurisdiction in the county wherein it is located. Two or more violations of the provisions of this section may be joined in the same prosecution. (108 (Pt. 1) y. 124; G. C. §§ 9745, 9746; 99 v. 277, § 38.) Section 710-178. (Use of word ‘‘State’’ prohibited to un- organized banks; penalty.) It shall be unlawful for any bank not organized or transacting business under the provi- sions of the laws of this state and for all persons, corpora- tions, firms or partnerships doing the business of bankers, brokers or savings institutions, not organized or transacting business under the provisions of this act, to use the word “State’’ as a portion of the name or title of such bank, corporation, firm or partnership. © Any violation of the foregoing provisions shall subject the party chargeable therewith to a penalty of fifty dollars for each day during which it is committed or repeated, to be recovered with costs of suit in an action, to be prosecuted by the superintendent of banks, before any court having jurisdiction of such bank or of such person, corporation, firm or partnership. (108 (Pt. 1) v. 125; G. C. §§ 9752-1, 9152-2.) Section 710-179. (Banks subject to this act.) Every bank now. existing, or which may hereafter become incorporated, shall be subject to the provisions of this act. (G. ©. § 710-1 to § 710-189). Nothing in this act shall affect the legality of corporations heretofore organized or investments or loans heretofore made, or of transactions heretofore had, but the Superintendent of banks may require the change of invest- ments or loans for those named herein, as it can be done by the sale or redemption of securities so invested in or loaned upon, in such manner as to prevent loss. or injury to the bank. No renewal or extension of such a loan or investment Shall be made by such a bank unless it be approved by the Superintendent of banks. (108 (Pt. 1) v. 125; G. ©. § 9744; 99 v. 276, § 87; G. C. § 9793; 99 v. 288, § 91.) A company incorporated for the purpose of ‘‘contracting for and buying and selling securities and bonds, also borrowing ‘and loaning on same and making loans on real estate security’’ is not authorized G. G. § 841 FIRE MARSHALL. 688 to engage in the business of banking. The solicitation and receipt of government bonds on deposit at its Ohio place of business, upon an agreement to return the same or like bonds on demand, at stipulated interest, for use as collateral, may be ‘enjoined. Security Co. v. State, 105 O. S. 113 (1922); 20 O. Lu R. 118. ‘ Section 710-180. (Special plan banks; reserve required.) | Any bank organized and doing business as a special plan bank, and which by the terms of its contract with its de- positors provides for the receipt of deposits which are ‘not payable unconditionally upon demand or at a fixed time, may in the case of any loan made upon the security of the char- acter and earning capacity of the borrower and of the co- makers or endorsers on the borrower’s note evidencing the loan, in addition to discounting interest at the rate allowed by law, require such borrowers as additional security for such loan to make equal periodical deposits in such bank during the period of the loan, with or without an allowance of interest on such deposits, and such transaction shall not be deemed usurious. te ide i 1eO Crouse), But when provided for in the grant, such fees are a valid obliga- tion. Cincinnati v. Mt. Auburn, etc., Co., 28 W. L. B. 276 (1892); Cincinnati St. Ry. Co. v. Cincinnati, 8 N. P. 80; 11 L. D, 15; Cinein- nati v. Cincinnati St. R. Co., 6 N. P. 140; 9 L. D. 235 (1899); Cincin- = nati v. Cincinnati, ete., Co. 22 L. D. 723 (1911). It has been held that liability for car-license fees ceases on expira- tion of the franchise. Cincinnati v. Cincinnati, ete., Co., 30 W. L. B. 321. Such fees are the property of the municipality and not of the state. Cincinnati St. Ry. Co. v. Smith, 29 O. S. 291, 296, 306 (1876). Percentage of gross receipts. See § 14770. Cincinnati v. Railway, 12 N. P. n. s. 305, 22. L. D. 723. (1911); Telephone Co. v. Columbus, 88 O. 8. 466 (1912); Gas Co. v. Columbus, 96 0. 8. 530 (1917). A contract, providing that whenever the municipality should desire to reinforce a viaduct so that it would be safe for heavy vehicular traffic or electric cars, the railway company would pay a stipulated sum toward the expense, was held to render the company liable whenever the viaduct was so reinforced, although the company had ceased to use the viaduct, with the consent of the municipality. Railway Co. v. Cincinnati, 96 — Q, S. 297 (1917); affirming, 24 C. C. n. s, 241; 9 O. L. R.. 190; 24 Le . 201. Route. The council can not make a grant of two or more routes in the alternative, leaving the choice of routes to the company. Somers v. Cincinnati, 8 Am. L. R. 612, 622. See Cincinnati, ete., Co. v. Smith, 29 O. S. 291 (1876). But the application may be for two routes in the alternative, leaving it to the municipality to grant either one. : 723 MUNICIPAL ‘CODE PROVISIONS. G. C. § 3768 Simmons v. Toledo, 5 C. C. 124, 141; 3 C. D. 64 (1889). The grant must be of the route as published under § 3769. A grant ean not be made of only a part of such route, nor can another street be included. Raynolds v. Cleveland,-2 C. C. n. s. 139, 152, 154; 14 C. D. 215 (1902); aff’d, no rep., 76 O. S. 619. But the grant may include only a part of the route described in the application. Simmons v. Toledo, 5 C. C. 124; 3 C. D. 64 (1889); aff’d, no rep., 30 W. L. B. 392. A line may fork and be but one route. Aydelott v. Cincinnati, 11 C. C. 11, 17; 4 C. D. 86 (1893). Belle y. Glenville, 5 C. C. n. s. 461; 17 C. D. 181; aff’d, no rep., 73.0. §. 392, 397; s, ¢, 75 O. 8. 574. A franchise over a street to the ‘‘corporation line’’ does not, by virtue of an extension of municipal limits over tracks which had been built under a franchise from the county commissioners, super- sede and abrogate the latter franchise. Railway v. Springfield, 15 N. P. n. s. 241, 249; 24 L. D. 277 (1913). Paving. See § 3776 and note. Maintenance of bridge or viaduct. A franchise provided that ‘fwhenever the * * * eity shall desire to reinforce the Liberty Street viaduct * * * so that it will be safe for the operation of heavy vehicular traffic or electric cars over the entire structure, the * * * Railway Company shall be required to pay $7,000 towards defraying the expenses thereof’’. Subsequently by consent the route was abandoned, the tracks removed and use of the viaduct by the company ceased. Thereafter the city reconstructed the viaduct. Held, the railway company was liable “for the $7,000 being part of the consideration for the franchise and not conditional upon its continued use by the railway. Railway Co. v. Cincinnati, 96 O. S. 297 (1917); affirming, 24 C. C. n. s. 241; 9 O. L. R. 190; 24 L. D. 201. A franchise granted by county commissioners, over a free turn- pike, required the railway company to repair certain bridges. Subse- quently the territory was annexed to a city which, after notice to the railway company, repaired a bridge. Held, that as the duty of re- pair rested on the county commissioners, the city, in making the same, was a mere volunteer and could not recover the cost from the rail- way company. Interurban Co. v. Cincinnati, 94 O. 8. 269 (1916); affirming, 18 N. P. n. s. 553. Limitation of time for beginning or completing construction work. See note to § 3714. Rate of fare. See note to § 3770. Transfers. A provision requiring transfers is valid; although a oy heme operating intersecting lines is placed at a disadvantage in idding. Raynolds v. Cleveland, 8 C. C. n. s. 278; 18 C. D. 463 (1906); aff'd, no rep., on ground of laches, 77 O. 8. 631. Where by the negligence of a conductor a passenger is given a defective transfer and is wrongfully ejected from a car for refusing to pay an additional fare, he may recover damages for the tort. Railway v. Conner, 74 O. S. 225 (1906). Exclusive franchise. The council can not by express grant give exclusive right of way in streets to one company. G. C. § 3768 OHIO PRIVATE CORPORATIONS. 724 Hamilton, etc., Traction Co. v. Hamilton, etc., Transit Co., 69 O. S. 402, 409 (1903). 1 Cincinnati St. Ry (Co. v. Smith, 29 O. S. 291 (1876). Kinsman, etc., Ry. Co. v. Broadway, etc., R. Co., 36 O. S. 239, 250 (1880). : Toledo, ete., Co. v. Toledo, ete., Co., 6 C. C. 362; 3 C. D. 493 (1892) ; aff'd, 50 O. S. 603. See Columbus v. Columbus Gas Co., 76 O. S. 309, 339 (1907). A provision that “only one set of wires and poles shall be erected upon any one street” was construed not to give grantee a monopoly of the street, but to limit the grantee to one set of poles and wires on a street. Mulhenny v. Toledo Central St. Ry., 20 C. D. 686. Grant over right of way of another company. Straddle tracks. The grantee of a street railway franchise in streets already occupied and used under a prior franchise can not, without appropriation pro- ceedings, take possession of the streets, where the new use will materially interfere with the use under prior franchise. Hamilton, etc., Traction Co. v. Hamilton, etc., Transit Co., 69 O. S. 402, 409 (1903). Isom v. Low Fare Ry. Co., 10 C. C. n. s. 89, 101; 19 C. D. 583 (1907); aff’d, no rep., 77 O. S. 638. Hamilton, ete., Co. v. Hamilton, ete., Co., 5 C. C. 319; 3 C. D. 158 (1890). Toledo Consol. St. Ry. v. Toledo, Elec., etc., Co., 6 C. C. 362; 3 C. D. 493 (1892); aff’d, 50 O. S. 603. See §§ 9103, 9108. Duplication of grant over same right of way by consent. Con- sent of the stockholders of the corporation holding the prior grant is necessary to a grant over the same right of way to other persons. Isom v. Low Fare Ry. Co., 10 C. C. n. s. 89, 101; 19 C. D. 583 (1907); aff'd, no rep., 77 O. S. 638. Joint use of tracks by other street railways. Under a franchise stipulating that another company, then in existence, should have the right to jointly use the tracks of the grantee, upon a reasonable compensation, and stipulating that the franchise was subject to such other terms and conditions as the council might thereafter prescribe, it was held that a subsequent grant of franchise over the route of the grantee, to a company subsequently organized, subject to the payment of a reasonable compensation, was valid. Kinsman, etc., Co. v. Broadway, etc. Co., 36 O. S. 239 (1880). Broadway, etc., Co. v. Brooklyn, etc., Co., 10 W. L. B. 72. See §§ 9103, 9108. Construction of terms and conditions. See also note to § 3714. The grant of a street railway franchise is strictly construed in favor of the public. C. E. Ry. Co. v. Cleveland, 204 U. S. 116 (1907). Railroad Co. v. Defiance, 52 O. S. 262, 307 (1895). E. Ohio Gas Co. v. Akron, 81 O. S. 33, 52 (1909). Central Trust Co. v. Municipal Traction Co., 7 O. L. R. 413 (1909). A renewal or extension of the term of grants by implication is not favored. C. E. Ry. Co. v. Cleveland, 137 Fed. 111; 3 O. L. R. 75 (1905); affirmed, 204 U. S. 116. Central Trust Co. v. Municipal Traction Co., 7 0. L. R. 413 (1909). Cleveland v. C. E. Ry. Co., 201 U. S. 529 (1906). 725 MUNICIPAL CODE PROVISIONS. G. C. § 3768 A franchise for an extension of tracks, to terminate with the fran- chise for the main line, should be construed with reference to the main line franchise at that time, and not as subsequently extended. C. E. Ry. Co. v. Cleveland, 204 U. S. 116 (1907). The words “other appliances” in a grant for “all necessary side tracks, curves, switches, and other appliances,” do not include a shelter house in the middle of the street. Hamilton, ete., Transit Co. v. Hamilton, 1 N. P. 366; 4 L. D. 10. A provision prohibiting the carriage of freight has been held invalid. State v. Dayton Traction Co., 18 C. C, 490; 10 C. D, 212 (1899) ; affirmed, 64 O. S. 272. ‘ Where the provisions of the ordinance are plain and unambiguous, the practical construction of the contract by conduct of the parties is without effect. ; Cincinnati v. Cincinnati St. Ry. Co., 6 N. P. 140; 9 L. D. 235 (1899). Grantee of franchise. The grantee must be expressly named in the granting ordinance. State v. Bell, 34 O. S. 194, 198 (1877). A grant may be made to a person describing him as trustee. Simmons v. Toledo, 5 OC. C. 124; 3 C. D. 64 (1889); aff’d, no rep., 30 W. L. B. 392. A franchise may be assigned by the grantee, although the word “assignee” or “assigns” is not used. State v. Northern Ohio, ete., Co., 2 Ohio App. 113; 15 C, GC. n. s. 577; 24 C. D. 262; reversed, 93 O. S. 466; judgment, 93 O. S. 466; reversed by U. S. Sup. Ct., 245 U. 8S. 574. Misnomer of grantee. Use of the word Railroad instead of Railway in the name of grantee company does not invalidate a grant where there is no such Railroad company, and the grant was accepted by the grantee and expenditures made thereunder. State v. Oakwood St. Ry. Co., 11 C. C. n. s. 263; 20 C. D. 632 (1908) ; aff’d, no rep., 81 O. S. 502. See note to § 3770. Renewal of grant by implication. A renewal or extension of the term of a grant by implication is not favored in law. C. E. Ry. v. Cleveland, 137 Fed. 111; 3 O. L. R. 75 (1905) ; affirmed, 204 U. S. 116. Cleveland v. C. E. Ry. Co., 201 U. 8. 529 (1906). Central Trust Co. v. Municipal Traction Co., 7 O. L. R. 413; 169 Fed. 308 (1909). An ordinance consenting to the consolidation of several companies on condition that but one fare should be charged for a continuous ride does not extend the franchise of any line. C. E. Ry. Co. v. Cleveland, 204 U. S. 116 (1907); affirming 137 Fed. I Sl ok ont Do eae : Central Trust Co. v. Municipal Traction Co., 169 Fed. 308; 7 O. L. R. 413 (1909). Permission by the municipality that the motive power be changed to electricity does not have the effect of renewing the franchise. Hasurat “a Railway Co., 30 W. L. B. 321; affirmed, no rep., 52 . 8. 609. Renewal by extension of route. See Belle v. Glenville, 5 C. C. n. s. 461; 17 C. D. 181 (1904); aff'd. no rep., 73 O. S. 392, 397; 75 O. S. 574. G. C. § 3768 OHIO PRIVATE CORPORATIONS. 726 Isom v. Low Fare Ry. Co., 10 C. C. ns. 89, 95; 19 C. D. 583 (1907); aff'd, no rep., 77 O. S. 638. C. E. Ry. Co. v. Cleveland, 204 U. S. 116 (1907) ; affirming 137 Fed. III; s. ¢., 3.AO00D R176. 7 Central Trust Co. v. Municipal Traction Co., 7 O. L. R. 413; 169 Fed. 308 (1909). Renewal before or after expiration of original franchise. A grant may be renewed before its expiration. State, ex rel., v. East Cleveland Ry. Co., 6 C. C. 318, 320° 3 C. D: 471 (1891); aff’d, no rep., 27 W. L. B. 64. Cleveland v. C. E. Ry. Co., 201 U. S. 529 (1906). Cleveland v. C. C. Ry. Co., 194 U. 8. 517 (1904). Belle v. Glenville, 5 C. C. n. s. 461, 470; 17 C. D. 181, aff’d, no rep., 73.0. 8. 392, 397; 75.0.8. 574, Lima v. Cramer, 5 N. P. n. s, 113; 17 L. D. 245 (1906). Cincinnati v. St. Ry. Co., 31 W. L. B. 308; 1 L. D. 591 (1894). A renewal grant is not invalid because made after expiration of original franchise, where negotiations therefor were begun before ex- piration and not abandoned, but by agreement the grant was deferred until enabling legislation was enacted. State v. Oakwood St. Ry. Co., 11 C. C. n. s. 263; 20 C. D. 632 (1908); aff’d, no rep., 81 0. S. 502. To holder of original franchise only. The council may renew a grant only to the grantee of the original franchise, or its assigns. Isom v. Low Fare Ry. Co. 10 C. C. n. s. 89, 95; 19 C. D. 583 (1907); aff’d, no rep., 77 O. S. 638, Raynolds v. Cleveland, 21 C. C. n. s. 228 (1905). Renewal of part of grant. The council may renew a grant as to one part of the route only. Lima v. Cramer, 5 N. P. n. s. 113, 121; 17 L. D. 245 (1906). Terms and conditions of renewal grant. A municipality, in grant- ing an extension of a franchise, may require the railroad company to widen a bridge occupied by it, or in lieu thereof, to pay a stipulated sum. Elyria v. Traction Co., 8 N. P. n. s. 85; 19 L. D. 294 (1908). A provision authorizing ‘‘express passenger service and other special cars’’, at a special fare, with stops at certain places only, is valid. Stafford v. Railway, 20 ©. C. n. s. 129 (1912). A requirement in a renewal grant that fares to certain points out- side the municipality be increased, is inoperative as to points where a contract as to fares is in effect between the railway company and others. Humphrey Co. v. Cleveland Ry. Co, 9 N. P. n. s. 609; 20 L. D. 510 (1910). ; See Cemetery v. Cincinnati, etce., Co., 11 C. C. n. s. 429; 21 C. D. 51 (1908). Where a company accepted a renewal grant in which the munici- pality reserved the right to grant the use of its track to any other company, on such terms as the municipality should deem equitable, and the municipality exercised its right, the court will not interfere if the terms are reasonable. Nor can the company object because a part of its business will be taken away. Broadway, etc., Co. v. Brooklyn, etc., Co... 10 W. L. B, 72. See § 9103. 727 ‘MUNICIPAL CODE PROVISIONS. G. C. § 3769 Ordinance, renewing all rights, covers unconstructed lines. An ordinance which provides that the rights, privileges and franchises granted under former ordinances “be and the same are hereby renewed and extended,” continues and renews the right of the grantee to lay tracks on a portion of the territory covered by the original ordinance in which mo tracks had been laid, although such territory is not specifically men- tioned in the renewing ordinance. Akron v. Northern Ohio, ete., Co., 6 C. C. n. s. 445; 17 C. D. 536 (1905); aff’d, no rep., 75 O. S. 565. Renewal grant as a contract. A renewal grant, when accepted and acted upon, is a contract. Street Ry. v. Cleveland, 7 N. P. n. s. 161; 17 L. D. 768. See note to § 3714. Renewal grant as a waiver of rights under prior grant. A re- newal grant, when accepted, operates as a waiver of rights under the prior -grant. q C. E. Ry. Co. v. Cleveland, 137 Fed. 111; 3 O. L. R. 75 (1905); affirmed, 204 U. S. 116. Cleveland v. C. C. Ry. Co., 194 U. S. 517 (1904). Where the grantee of a franchise failed to construct tracks on one street specified in the grant, the right of the municipality to forfeit the franchise as to such street is waived by .a new grant renewing all the rights, privileges and franchises of the original grant. Akron v. No. Ohio, ete., Co., 6 C. C. n. s. 445; 17 C. D. 536 (1905) ; aff’d, no rep., 75 O. S. 565. G. C. §§ 3769 and 3770 not applicable to renewals. The provisions of §§ 3769 and 3770 do not apply to the renewal of a grant. A renewal is not invalid because made without the publication of notice, consents of property owners and competitive bidding. State, ex rel., v. East Cleveland R. R. Co., 6 C. C. 318; 3 C. D. 471 (1891); aff’d, no rep., 27 W. L. B. 64. Clement v. Cincinnati, 16 W. L. B. 355 (1886). Haskins v. Cincinnati, ete. Co., 4 W. L. B. 1126 (1880). Pelton v. East Cleveland R. R. Co., 22 W. L. B. 67. Lima v. Cramer, 5 N. P. n. s. 113; 17 L. D. 245 (1906). See §§ 3770 and 9106. Remedies. Of municipality to compel performances of contract obli- gations. See note to § 3714. Of municipality and abutting owners, involving validity of franchise. See note to §§ 9101 and 9105. Of holder of franchise. See note to § 3714. Municipal ownership of street railways. A municipality is not authorized to own or operate a street railway. Cleveland v. C. C. Ry., 3 C. C. n. s. 563, 566; 13 C. D. 373 (1902). Section 3769. (Proceedings to establish a street railway route.) Nothing mentioned in the preceding section shall be done, no ordinance or resolution to establish or define a street railroad route shall be passed, no action inviting pro- posals to construct and operate such railroad shall be taken by the council, and no ordinance for the purpose specified in such section shall be passed, until public notice of the appli- Gre: § 3769 OHIO PRIVATE CORPORATIONS. 728 cation therefor has been given by the clerk of the council once a week, for the period of at least three consecutive — weeks in one or more of the daily papers, if there be such, and if not, then in one or more weekly papers published in the corporation. (April 15, 1908, 99 v. 103, § 30; October 22, 1902, 96 v. 32, § 30; Bates Stats. § 1536-185; see R. S-. See. 2502.) Publication of notice. Is jurisdictional to grant. A written application and publication of notice are conditions precedent to passage of final grant. Raynolds v. Cleveland, 2 C. C. n. s. 139, 152; 14 C. D. 215 (1902); affirmed, no rep., 76 O. S. 619. Not required for extension of tracks or renewal of franchise. Publication of notice is not required for an extension of tracks. State v. Cincinnati, ete., Co., 19 C. C. 79; 10 C. D. 418 (1889). Somers v. Cincinnati, 8 Am. L. Ree. 612. See also, Ry. Co. v. Ry. .Co., 5°C. C. n. 8, 583, 596; 16 C. D. 180 (1903) ; affirmed, without report, 73 O. S. 364. Nor on renewal of grant. State v. E. Cleveland R. R., 6 C. C. 318; 3 C. D. 471 (1891); affirmed, without report, 27 W. L. B. 64. Lima v. Cramer, 5 N. P. n. s. 113; 17 L. D, 245. In one newspaper. Effect of general ordinance regulating publica- tion. Publication in one newspaper is sufficient where the council, acting under the notice, passes an ordinance granting a franchise, although a general ordinance requires publication in two newspapers. Simmons v. Toledo, 5 C. C. 124; 3 GC. D. 64 (1889); affirmed, 30 W. L. B. 392. Aydelot v. Cincinnati, 11 C..C..11; 4 CG. D. 486 (1893). See G. C. § 4229. Defective publication, rendering franchise invalid, can not be cured by an amendment to the granting ordinance declaring the publication sufficient. Raynolds v. Cleveland, 8 C. C. n. s. 278; 18 C. D. 463 (1906); affirmed, without report, 77 0. S. 631. The duty of publishing an ordinance rests upon the municipality. In an action by a city solicitor to oust a street railway company from its franchise, it is incumbent on the municipality to establish the omission. In the absence of evidence, a presumption arises that publica- tion was regularly made. State v. Railway, 11 C. ©. n. s. 263; 20 C. D. 632 (1908); affirmed, without report, 81 0. S. 502. Estoppel of municipality. A recital in a granting ordinance that proper publication had been made, when relied upon by the grantee of the franchise and expenditures made on ‘the faith thereof, estops the municipality from maintaining an action to invalidate the grant because of defective publication. Raynolds v. Cleveland, 8 C. CG. n. s. 278; 18 ©. D. 463 (1906); aff'd, no rep., on ground of laches, 77 O. S. 631. Mandamus to compel. An owner of land, abutting on the proposed line, can not by mandamus compel the clerk to publish notice. State v. Henderson, 38 0. S. 644 (1883). ook nea 729 MUNICIPAL CODE PROVISIONS. G.C. § 3770 Grant must be of route as advertised. A grant can not be made of a part only of route as advertised; nor can a street not included in advertisement or bids be embraced in grant. Raynolds v. Cleveland, 2 C. C. n. s. 139, 152, 154; 14 C. D. 215 (1902); aff'd, no -rep., 76 O. S. 619. Compare Simmons v. Toledo, 5 C. C. 124; 3 C. D. 64, Action by council prior to publication. “Establishing ordinance.” Former law. Former statute construed as to necessity and propriety _of action by the council prior to publication. (“Establishing” ordinance or resolution.) , Raynolds v. Cleveland, 2 C. C. n. s. 189, 151-153; 14 C. D. 215 (1902); affirmed, without report, 76 O. S. 619. Aydelot v. Cincinnati, 11 C. C. 11; 4 C. D. 486. Sloane v. People’s, ete., Co., 7 C. C. 84, 93; 3 C. D. 674 (1891). Hamilton v. C. & H., etc., Ry., 5 N. P. 457; 8 L.. D.. 174. State v. Henderson, 38 O. S. 644 (1883). Section 3770. (When consent of property owners neces- sary.) No such grant shall be made, except to the corpora- tion, individual or individuals, that agree to carry passengers upon such proposed railroad at the lowest rates of fare, and shall have previously obtained the written consent of a ma- jority of the property holders upon each street or part thereof, on the line of the proposed street railroad, repre- sented by the feet front of the property abutting on the ‘several streets along which such road is proposed to be con- structed. When within the year preceding, a street railway has been operated upon such street or part thereof, under a grant or renewal of a grant which has expired or will expire within two years, it shall not be necessary to obtain the con- sent of the property holders abutting thereon, if the number of tracks on the street, public way or part thereof is not increased beyond the number for which consents were originally obtained. (April 15, 1908, 99 v. 103, § 80; October 22, 1902, 96 v. 382, § 30; Bates Stats. § 1536-185.) Consents of property owners. See notes to §§ 9105 and 9106. Lowest rates of fare. The council is not authorized to grant a fran- chise to the company which will bid “the lowest price of commutation tickets in packages.” Such a bid is not in compliance with this section. Cincinnati St. R. R. Co. v. Smith, 29 O. 8. 291 (1876). Rates of fare fixed in a granting ordinance, with no reservation of the right to change the fare, can not be reduced by the council during the life of the grant. yee v. C. C, Ry. Co., 194 U. S. 517 (1904) ; affirming 94 Fed. __ A provision in a franchise granted by the council of a suburban village, that, in the event of its annexation to a neighboring city, the rate of fare should not exceed five cents, is binding. Interurban Co. v. Cincinnati, 93 O. 8. 109 (1915). Where rates of fare are fixed in a franchise contract, the courts can not relieve the street railway from its obligations on the ground G. C. § 3770 OHIO PRIVATE CORPORATIONS. 730 that, because of ,changed conditions, the operation will result in losses. Columbus Co. v. Columbus, 249 U. S. 399; 17.0. L.. R. 119 (1919); affirming, 253 Fed. 497; Cincinnati v. Railway, 14 N. P. n. s, 420 (1913). The public utilities commission is not authorized to change rates of fare which are fixed in the franchise contract. Interurban Co. v. Columbus, 98 O. S. 287 (1918). Ordinance or resolution inviting bids. Takes effect when. Council may fix time for taking effect. Sloane v. Peoples, etc., Co., 7 C. C. 84, 93; 3 C. D. 674 (1891). See State v. Henderson, 388 O. S. 644 (1883). G. C. § 4227. Provisions in. Held valid. Requirement that fare shall entitle passenger to transfer. Raynolds v. Cleveland, 8 C. C. n. s. 278; 18 C. D. 463 (1906); aff’d, no rep., on ground of laches, 77 O. S. 631. Requiring each bidder to accompany his bid with a bond, or cash deposit, to secure performance of bid. Compton v. Johnson, 9 C. C. 532; 6 C. D. 110 (1895). Simmons v. Toledo, 5 C. C. 124; 3 C. D. 64 (1889). See Raynolds v. Cleveland, 8 C. ©. n. s. 278, 279; 18 C. D. 463 (1906); aff'd, no rep., 77 O. S. 631. Sloane v. Peoples, ete., Co., 7 C. C. 84; 3 C. D. 674 (1891). Limiting time for the filing of bids and bonds. Simmons v. Toledo, 5 C. C. 124; 3 C. D. 64 (1889). Providing for ‘‘express passenger service and other special cars’’ at a specified fare, with stops at certain places only. Stafford v. Railway, 20 ©. C. n. -s. 129 (1912). Providing free transportation for mail carriers (franchise granted prior to the enactment of §516). Steubenville v. Traction Co., 13 Ohio App. 493; 31 0. C. A. 513 (1920); motion to certify record over- ruled, 19 O. L. R. 51. Establishing route through private property of president of applicant corporation. Competitive bidding is not prevented where owner of the property is estopped. Harrison v. Mt. Auburn Cable Co., 17 W. L. B. 265. Held invalid. A requirement that controversies between the grantee of the franchise and its employes shall be settled by arbitration. Raynolds v. Cleveland, 2 C. C. n. s. 154; 14 C. D. 215 (1902); aff'd no rep., 76.0.°'S. 619. Inviting bids for the lowest price of commutation tickets in packages. Cincinnati St. R. R. v. Smith, 29 O. S. 291, 308 (1876). Waiver of conditions in. A requirement as to a bond may be waived by the council, if no favoritism is practiced and no injury results to city. Sloane v. Peoples, ete., Co., 7 C. C. 84; 3 C. D. 64 (1891). Simmons v. Toledo, 5 C. C. 124; 3 C. D. 110 (1889). Bids and bidding. By whom made. A bid by an individual “for himself and asso- ciates” not named is the bid of the individual. The reference to asso- ciates does not invalidate the bid. Compton v. Johnson, 9 C, C. 532, 542; 6 C. D. 110 (1895). Gallagher v. Johnson, 30 W. L..B. 139 (1893). 731 MUNICIPAL CODE PROVISIONS. G. C. § 3770 Right of council to reject bids. May reject all bids. The council can not be compelled to grant a franchise, even to the lowest bidder. State v. Bell, 34 O. S. 194, 199 (1877). State v. Henderson, 38 O. S. 644, 650 (1883). Sloane v. People’s, etc., Co., 7 C. C. 84, 93; 3 C. D. 674 (1891). Rejection of part of bids. The council may reject a sham or fraudulent bid. Compton v. Johnson, 9 C. C. 532; 6 C. D. 110 (1895). Or a bid not accompanied by a bond when required, or not filed within the time limited. Simmons v. Toledo, 5 C: C. 124; 3 C. D. 64 (1889). But it may not reject a bid which substantially complies with the establishing ordinance and is not shown to be collusive or fraudulent, Compton v. Johnson, 9 C. C. 532; 6 C. D. 110 (1895). Gallagher v. Johnson, 31 W. L. B. 24. Gallagher v. Johnson, 30 W. L. B. 139 (1893). Knorr v. Miller, 5 C. C. 609; 3 C. D. 297 (1891); aff'd 27 W. L. B. 64. Irregularities in bids, bonds, and in the opening of bids. Infor- malities in a bid, or a bond filed by a bidder, which do not go to the substance, may be disregarded. Compton v. Johnson, 9 C. C. 532; 6 C. D. 110 (1895). Simmons v. Toledo, 5 C. C. 124; 3 C. D. 64 (1889); aff’d, no rep., 30 W. L. B. 392. Irregularities on the part of the council in opening and considering bids do not, under all circumstances, invalidate the award. Sloane v. Peoples, ete., Co., 7 C. C. 84; 3 C. D. 784 (1891). Simmons v. Toledo, 5 C. C. 124; 3 C. D. 64 (1889); aff’d, no rep., 30 W. L. B. 392. Grant must conform to advertisement and bid. A grant can not include a street not advertised or bid for. Raynolds v. Cleveland, 2 C. C. n. s. 189, 154; 14 ©. D. 215 (1902); aff'd, no rep., 76 O. S. 619. Injunction against grant to person not lowest bidder. A grant to a person not the lowest bidder may be enjoined. Knorr yv. Miller, 5 C. C. 609; 3 C. D. 297 (1891); affirmed, 27 WN pst. , 64, Compton v. Johnson, 9 C. C. 532; 6 C. D. 110 (1895). State v. Bell, 34 O. S. 194, 199 (1877). But only on clear proof that the council erred in determining which bid was the lowest. Simmons v. Toledo, 5 C. C. 124; 3 C. D. 64 (1889). Renewal grant. Competitive bidding and consents not required. A renewal grant is not rendered invalid because made without competitive bidding or consents. State, ex rel., v. East. Cleveland R. R. Co., 6 ©. ©. 318; 3 CO. D. 471 (1891); aff'd, no rep., 27 W. L. B. 64. Clement v. Cincinnati, 16 W.-L. B. 355 (1886). Haskins v. Cincinnati, etc., Co, 4 W. L. B; 1126 (1880). Pelton v Railroad, 22 W. L. B. 67. See Isom v. Low Fare Ry. 10 C. ©. n. s. 89; 19.C. D. 583 (1907); aff’d, no rep., 77 0. S. 6388. G. C. § 3771 OHIO PRIVATE CORPORATIONS. 732 Deposit or bond; liquidated damages or penalty. A certified check, to secure performance of a bid, deposited by a bidder to whom a franchise is awarded, is supported by a consideration. On. abandonment of the enterprise, the deposit may be deemed liquidated damages and forfeited to the municipality. Hattersly v. Waterville, 4 C. C. nm. s. 242; 16 C. D. 226 (1904); aff'd, no rep., 74 O. S. 466. But under a bond given by the grantee of a franchise conditioned upon the construction of the railway within the time specified, and to save the city harmless from claims for damages, the penal sum was held to be a penalty and not liquidated damages. Elyria v. Railway, 23 C. C. nm. s..578 (1912). A deposit was made. by a depot company, pursuant to the terms of a franchise, to become the property of the municipality if the franchise should be forfeited. The council subsequently revoked the franchise, and authorized the return of the deposit. Held, the return of the deposit was authorized. Depot Co. v. Cincinnati, 105 O. 8. 311 (1922). Section 3771. (Grant not valid for more than twenty- five years.) No grant or renewal of a grant for the con- struction or operation of a street railroad, shall be valid for a greater period than twenty-five years from the date of such grant or renewal, and after such grant or renewal of a grant is made, whether by special or general ordinance, the municipality shall not, during the term of such grant or re- newal, release the grantee from any obligation or liability imposed by the terms of such grant or renewal of a grant. (April 15, 1908, 99 v. 103, § 30; October 22, 1902, 96 v. 32, © § 30; Bates Stats. § 1536-185.) See § 9102. Franchises generally, see notes to § 3714. Twenty-five year limitation. A grant made for a period exceeding twenty-five years is valid to the extent of twenty-five years. } Sommers v. Cincinnati, 8 Am. L. R. 612. An unlimited franchise granted prior to enactment of this section was held to be perpetual. State v. Columbus Ry. Co., 1 C. C. n. s. 145; 14 C. D. 609 (1903) ; aff’d, 73 O. S. 363. Compare East Ohio Gas Co. v. Akron, 81 O. S. 33. Where there are no provisions in the state constitution or stat- utes, and no prior adjudications by state courts, to the contrary, @ franchise duly granted and accepted, in which no duration is speci- fied, is perpetual. Northern Ohio Co. v. Ohio, 245 U. 8. 574 (1918); reversing 93 O, 8. 466, and affirming, 2 Ohio App. 1138; 15 C. OC. n. 8. 577; 24 C. D. 262. Duration of extensions of route. See Belle v. Glenville, 5 C. C. n. 8s. 461; 17 C. D. 181 (1904); aff’d, no rep., 73 O. S. 392, 397; 75 O. S. 574. C. E. Ry. Co. v. Cleveland, 137 Fed. 111; 3 O. L. R. 75 (1905) ; aff’d, 204 U. S. 116. Rights of parties after expiration of franchise. C. E. Ry. Co. v. Cleveland, 204 U. S. 116 (1907). Mt. Vernon v. Berman, 100 O. 8, 1 (1919). 733 MUNICIPAL CODE PROVISIONS. G. C. § 3775 East Ohio Gas Co. v. Akron, 81 O. S. 38, 56 (1909). Columbus v. Columbus Gas Co., 76 O. S. 331 (1907). The so-called Rogers law. (92 0. L. 277) authorized a franchise for 50 years, and empowered the municipal corporation to fix the rate of fare at the end of 20 years and every 15 years thereafter. It was held that the municipality could fix the fare within a reasonable time after the expiration of 20 years. Rogers v. Cincinnati, 22 N. P. ns. 401 (1919). See Wyoming v. Traction Co., 104 O. 8S. 325 (1922). Release of obligation or liability. A modification of the contract, ‘made in good faith for the better accommodation of the public, is not void under this section. Clement v. Cincinnati, 16 W. L. B. 355 (1886); aff’d, 19 W. L. B, 74. Cleveland v., Cleveland City Ry. Co., 194 U. S. 517 (1904). Cleveland v. Cleveland Electric Ry. Co., 201 U. 8S. 529 (1906). Cincinnati v. Cincinnati St. Ry. Co., 2 N. P. 298; 2 L. D. 468 (1893). A sum due a municipality as car license fees can not be released except on payment of the full amount. The principles of account stated and accord and satisfaction, based on a less amount, do not apply. Cincinnati St. Ry. Co. v. Cincinnati, 8 N. P. 80; 11 L. D. 15., A purchaser of a street railway at judicial sale assumes the obli- gation of the original grantee of the franchise to operate the road. Gress v. Fort Loramie, 100 O. S. 35 (1919); reversing, 21 N. P. n.-s. 81. Section 3775. (Grade of streets when street railroad is constructed.) Before a street railroad shall be constructed on any street less than sixty feet in width, with a roadway of thirty-five feet or under, the council shall provide that the crown of the street shall be made a nearly flat uniform eurve from curb to curb, without ditch gutters, and in such manner as to give wheeled vehicles the full use of the road- way up to the face of the curb. When the tracks of two street railroads, or of a street railroad and a steam railroad, cross each other at a convenient grade on a street, the cross- ings shall be made with crossing-frogs of the most approved pattern and materials, and kept up and in repair at the joint expense of the companies owning such tracks. (R. 8S. See. 2503; April 20, 1881, 78 v. 296; R. S. 1880; May 7, 1867, 66 v. 217 § 413.) The grade may be established in the granting ordinance. Cincinnati, etc., Ry. Co. v. Carthage, 36 O. S. 631 (1881). Crossing-frogs. This requirement is constitutional. It applies to all companies, whether their lines were constructed before or after its passage. All companies are under the duty of renewing with crossing frogs which may be found of a more approved pattern. Cincinnati St. R. Co. v. C. H. & D. R. R., 32 W. L. B. 4 (1894). ; Grade crossing over steam railroad, A street railway company will not be enjoined from constructing a crossing over a steam railroad at grade, under a franchise from the municipality. It is for the council to determine the grade. Railway Co. v. Railway Co., 5 ©. C. n. s. 583; 16 C. D. 180 (1903) ; aff'd, no rep., 73 O. S. 364. See note to § 9108. G. C. § 3776 OHIO PRIVATE CORPORATIONS. 734 This section, and not § 592 et seq., govern the crossing of railroads and street railways at grade. Railway Co. v. Railroad Co., 21 C. CG, 391; 12 C. D. 113 (1898); aff?d, no rep., 64 O. S. 550. An agreement by a street railway to construct and maintain, at its Own expense, a crossing over a steam railroad, in a highway, at grade, is nwmdum pactum where the only consideration is a grAnt, by the steam railroad, of the right to cross. Harmon v. Traction Co., 10 Ohio App. 372; 31 0. C. A. 575 (1918). Motion to certify record overruled; 6,. C421, N. P, mi “Ss. 76; Section 3776. (Pavement of streets where railroads are constructed.) The council may require any part or all of the track, between the rails of any street railroad constructed within the corporate limits, to be paved with stone, gravel, boulders, or wooden or asphaltic pavement, as may be deemed proper, but without the corporate limits, paving between the rails with stone, boulders, wooden or asphaltic pavement shall not be required. (R. S. Sec. 2504; April 21, 1890, 87 v. 246; May 7, 1867, 66 v. 217, § 414.) Under this section the council may require a street railway to pave between the rails, although the franchise is silent in regard thereto. Rep. Atty. Gen. 1911-1912, p. 1571. Brick pavement is not authorized by this section. Railway v. Springfield, 15 N. P. n. s. 241, 249; 24 L. D. 277 (1913). Where a street railway was built beyond the municipal limits, under a franchise from county commissioners which required certain macadam paving, and the municipal limits are extended, this section does not authorize the municipality to assess against the street rail- way, the cost of brick paving between the tracks thus brought within the municipal limits, although the municipal franchise provided that the cost of paving ordered by the municipality should be assessed against the street railway. Railway v. Springfield, 15 N. P. n. s. 241, 249; 24 L. D. 277 (1913). In the absence of a statute or franchise obligation, a street rail- way company can not be required to pave: Railway v. Springfield, 15. N, P. n. 8..241, 249; 24 L. D. 277 (1913). Franchise obligation to repair. When the granting ordinance pro- vides that the company shall repair the street between rails, and that in case ot default the city may do the work and recover the cost; the city is not divested of its right to control the street, and it may cause new improvements to be made and determine the kind of improvement. The company, in accepting the grant, incurs the obligation to repair. Columbus v. Street R. R. Co., 45 O. S. 98 (1887). Cincinnati, ete., Ry. Co. v. Carthage, 36 O. S. 631 (1881). A franchise required a street railway to keep certain space ‘‘in constant repair’’, but provided that it ‘‘shall not be required to re- pave by virtue of this obligation, to repair’’. The renewal of worn out paving blocks on a viaduct was held to be a ‘‘repair’’ and not a repaving. ‘Railway v. Cleveland, 97 O. S. 122 (1918). Where a company operating a single track street railway, when a street was paved, paid for seven feet of pavement, as required by its franchise, and nine years later laid another track in the street, replacing the pavement, it is not liable to pay for fourteen feet of 135 MUNICIPAL CODE PROVISIONS. G. C. § 3776 pavement, as if it had been operating a double track railway at the time the pavement was first laid. Traction Co. v. Stewart, 19 C. C. n. s. 27 (1908). Under a franchise requiring the railway to pave between tracks ‘ in two years after such cancellation, with the secretary of state, of a certificate from the commission that it has com- plied with all the requirements of this act and paid all taxes, fees or penalties due from it, and upon the payment to the secretary of state of an additional penalty of one-tenth of one per cent upon the amount of its authorized stock, such | penalty not to exceed one hundred dollars nor be less than ten dollars in any ease, shall be entitled again to exercise its” rights, privileges and franchises in this state, and the gecre- tary of state shall cancel the entry made by him under the provisions of section one hundred and twenty( G. C. Section” 5509) of this act, and shall issue his certificate entitling sueh corporation to exercise its rights, privileges and franchises. (109 v. 94; 102 v. 252, § 122.) q | 843 FRANCHISE TAX. ~~ G. C. § 5513 Reinstatement is not authorized after two years from the date of cancellation. Opins. Atty. Gen. 1923, p. ; 1 Ohio Law Abstract, 586. A corporation is not required to pay franchise taxes for the period between the cancellation of its articles and the application for reinstatement. Rep. Atty. Gen. 1914, p. 570. The secretary of state has no authority to remit the penalty im- posed by this section. Nor does § 5524 authorize the attorney general to compromise it. Rep. Atty. Gen. 1914, p. 1377. Section 5512. (Action by attorney general.) In addition to all other remedies for the collection of any taxes or fees due, under the provisions of this act, the attorney general, shall, upon the request of the commission, whenever any taxes, fees or penalties due, tinder this act, from any public utility or corporation, shall have remained unpaid for a period of ninety days, or whenever any corporation or public utility has failed or neglected for ninety days to make or file any report or return, required by this act, or to pay any penalty for failure to make or file such report or return, apply to the common pleas court of Franklin county, or of any county in the state in which such public utility or corporation is located or has an office or place of business, for an injunction to restrain such public utility or corpora- tion from the transaction of any business within this state, until the payment of such taxes or fees and penalties thereon, or the making and filing of such report or return and pay- ment of penalties for failure to make or file such report or return, and the costs of such application, which shall be fixed by the court. Such petition shall be in the name of the state, and if it is made to appear to the court, upon hearing, that such public utility or corporation has failed and neglected, for ninety days, to pay such taxes, fees or penalties thereon, or to make or file such reports or returns, or to pay such penalties for failure to make or file such reports or returns, such court of common pleas shall grant and issue such in- junction. All actions brought under this act shall have pre- cedence over any civil cause of a different nature pending in such court, and the court of common pleas shall always be deemed open for the trial of any such action brought therein. (June 2, 1911, 102 v. 252, § 123.) See § 5525. Section 5513. (Quo warranto proceedings.) If any cor- poration fails or neglects to make and file the reports or returns, required by this act, or to pay the penalties provided m this act for failure to make and file such reports or re- turns, for a period of ninety days after the time prescribed G. C. § 5516-1 OHIO PRIVATE CORPORATIONS. 844 in this act, the attorney general, on the request of the com- mission, shall commence an action in quo warranto, in the cir- cuit court of Franklin county, or of any county in this state in which such corporation is located or has an office or place of business, to forfeit and annul its privileges and franchises. If the court is satisfied that any such corporation is in de- fault as aforesaid, it shall render judgment ousting such cor- poration from the exercise of its privileges and franchises within this state, and shall otherwise proceed as provided in Chapter One of Title VIII, Part 3 of the General Code. (June 2, 1911, 102 v. 258, §124; May 10, 1910, 101 v. 424, § 97; April 25, 1904, 97 v. 382, §5; April 11, 1902, 95 v. 126, § 5.) See § 5525. i] Section 5514. (Certified list of new corporations each month by secretary of state to commission.) The secretary of state shall prepare and keep a correct lst of all cor- porations, subject to the provisions of this act, engaged in business within this state. Each month he shall file with the commission a certified report showing all the new cor- porations, the increase or decrease of the capital stock, or the dissolution of existing corporations, and such other in- formation as the commission requires. For the purpose of obtaining the necessary information, the secretary of state or the commission, shall have access to the records of the offices of the county auditors of the state. (June 2, 1911, 102 v. 258, § 125; May 10, 1910, 101 v. 425, § 98; April 25, 1904, 97 v. 382, § 6.) Section 5515, (Information by county auditors.) Upon request of the secretary of state or the commission, any county auditor shall furnish such information as is shown by the records of his office concerning corporations located within his county, and subject to the provisions of this act. (June 2, 1911, 102 v. 253, § 126; May 10, 1910, 101 v. 425, § 99; April 25, 1904, 97 v. 382, §6; April 11, 1902, 95 v. 126, § 6.) | Section 5516. (Fees; power of commission as to.) For the purpose of determining the amount of fees due from any such corporation, the commission may investigate and deter- mine the facts showing the proportion of the authorized capi- tal stock of the company represented by its property and business in this state. (June 2, 1911, 102 v. 253, § 127.) Section 5516-1. (Extension of time.) The tax commis- sion of Ohio, when it deems the same necessary or advisable, 845 FRANCHISE TAX. G. C. § 5517 may extend to any corporation or public utility, a further specified time within which to file any report required by law to be filed with the tax commission, in which event the attaching or taking effect of any penalty for failure to file ‘ such report or pay its tax or fee into the state treasury shall be extended or postponed accordingly. (March 2, 1911, 102 v. 31.) Section 5517, (Hearing. Application for review. Correc- tion. Warrant for overpayment.) Any bank, public utility or corporation may be heard by the commission upon the question as to the correctness of any determination, finding or order of the commission after the same has been made. Appleation to the commission for a review of any determina- tion, finding or order by it made, must be filed in writing within sixty days from the date of the certification thereof by the commission to the proper officer. The commission, upon such application, if it finds the same has been filed within the time limited in this section, may make such cor- rection in its determination, finding or order, as it may deem proper, and its decision in the matter shall be final. Such correction shall be certified to the proper official, who shall correct his records and duplicates in accordance therewith. In case any such bank, public utility or corporation has paid the tax or fee assessed against it under mistake, and such mistake is corrected by the commission, upon appli- cation so filed, so that the amount due from such bank, public utility or corporation, under such corrected deter. mination, finding or order, is less than the amount of the taxes or fees paid and if such payment has been made to the county treasurer of the proper county the county audi- tor shall upon certificate of such correction, as herein pro- vided, draw his warrant on the treasurer, in favor of the bank, public utility or corporation, for the amount so er- roneously paid by it. The county treasurer shall thereupon pay such warrant out of any moneys in the general fund of the county not otherwise appropriated. (110 v. 60; June 2, 1911, 102 v. 253, §128; May 10, 1910, 101 v. 425, § 100.) The “proper officer” to whom the tax commission should certify ‘corrections is the auditor of state. The state treasurer should also be /notified of corrections. Rep. Atty. Gen. 1911-1912, pp. 164, 451. That part of this section which provides for an appropriation for a irefunder of taxes overpaid is said to be in conflict with Art. 2, Sec. 22 of ithe constitution in that it is not specific and not limited to two years. This does not affect the remainder of the section. Rep. Atty. Gen. 1911-1912, p- 148, It is said that the tax commission has no authority to entertain G. C. § 5518 OHIO PRIVATE CORPORATIONS. 846 an application by a public utility for a review of its determination of value, after the commission has certified its determination to the county auditor. Opins. Atty. Gen. 1921, p. 647. An erroneous cancellation of articles by the secretary of state under $5509 may be corrected by the tax commission under this sec- tion. Opins. Atty. Gen. 1916, p. 1512. Section 5518. (Insurance companies excepted.) An in- corporated company, whether foreign or domestic, owning or operating a public utility in this state, and as such re- quired by law to file reports with the tax commission and to pay an excise tax upon its gross receipts or gross earnings as provided in this act, and insurance, fraternal beneficial, building and loan, bond investment and other corporations, required by law to file annual reports with the superintendent of insurance, shall not be subject to the provisions of sections one hundred and six to one hundred and fifteen, inclusive, of this act [G. C. §§ 5495 to 5504]. 102 v. 254, § 129; 101 v. 425, § 101; 97 v. 382, §7; 95 v. 127,)8 Te) Public utility companies not engaged in active business should file reports under § 5495 et seq. Rep. Atty. Gen., 1906-1907, pp. 45, 41. A public utility company, incorporated under Ohio laws, engaged mainly in interstate commerce but having a small income from intra- state business, is taxable on such income and not on its capital stock. Tf it has no intrastate business, it is taxable on its capital stock. Rep. Atty. Gen. 1912, pp. 600, 2025. Public utility company, after lease of line or plant to operating company. A railroad corporation, whose line of railroad is operated by another company under a long term lease, is not required to make reports or pay taxes under the Willis law, although it maintains its corporate organization, collects the rent and pays dividends. C. & P. Railroad Co. v. State, 2 Ohio App. 228; 20 C. C. n. s. 61; 26 C. D. 403; reversing, 13 N. P. n. s. 671; motion to certify record overruled, if O. L. RB. 538; 59 Bull. 112; State v. Little Miami Railroad, 7 Ohio App. 309; 27 C. C. n. 8s. 154; 28 OC. D. 297; affirming, 19 Ne P. n. 8: 234; motion to certify record overruled, 15 O. L. R. 481; 62 Bull. 444. In the opinion of the attorney general, the scope of decision of the eases cited above should be limited to so-called ‘‘underlying com- panies’’, Corporations organized to construct and operate public utilities, but which have not commenced operations, or which have abandoned or sold their public utility business, are liable for the franchise (Willis) tax. Opins. Atty. Gen. 1917, p. 2015. Public utility company prior to operation. A railroad company” was organized more than six months prior to May, 1912, but did not begin to operate its railroad until June. In May it filed a report under the franchise (Willis) law. The attorney general ruled that the company was liable for the franchise tax but not for an excise tax on its gross receipts for 1912. Rep. Atty. Gen. 1913, p. 585. Insurance company. An insurance company, organized for profit, which has not obtained subseriptions for all of its capital stock and 847 ‘ FRANCHISE TAX. G. C. § 5520 has not been licensed by the superintendent of insurance, is subject to the Willis tax. Rep. Atty. Gen. 1912, p. 633. Although an insurance company has reinsured all its risks and is therefore not ‘‘required’’ to make reports to the superintendent of insurance, it is not subject to the franchise (Willis) tax. Opins. Atty. Gen. 1917, p. 625. Contra. Opins. Atty. Gen. 1916, p. 1945. Manufacturing company. A manufacturing company which fur- nishes electric current to consumers, for light, heat or power purposes, is a public utility and should make reports as such and pay an ex- cise tax based on its gross receipts. Its “property should be. valued by the unit rule. It is not required to make a report or to pay taxes under the Willis law. Rep. Atty, Gen. 1913, p. 545. Mutual public utility not using streets. A corporation organized for the sole purpose of furnishing electric current, heat and water to a group of manufacturing establishments, which own all of its stock in proportion to the amount of service rendered to each, and which does not exercise the power of eminent domain or serve the general public, is not a public utility and is subject to the franchise (Willis) tax, but not to the excise tax. State v. Factory Power Co., 16 N. P. n. s. 545 (1915). Freight line, sleeping car and equipment companies. Ohio freight line, sleeping car and equipment companies are not taxed on their gross receipts and are liable for the franchise (Willis) tax. Foreign companies, however, are not liable for the franchise tax. Rep. Atty. Gen. 1913, p. 610, _ Section 5519. (Report not required until lapse of six months from date of incorporation.) A corporation shall not be required to file its first annual report under sections 106 to 115 (G. C. 5459 to 5504), inclusive, of this act, until the roper month, hereinbefore provided, for the filing of such report, next following the expiration of six months from the date of filing articles of incorporation or admission to do business in this state. (109 y. 95; 102 v, 254, § 1380; 101 v. #25, § 102; 97 v. 382, §7; 95 v. 127, § 7.) The exemption of this section does not apply to a corporation Which reorganizes under the no-par-value stock law. Opins. Atty. Gen. 1920, p. 594. _ Where capital stock is increased within six months prior to the me of filing the report, the increased stock which is subscribed or issued ard outstanding is taxable. Opins. Atty. Gen. 1918, -p. 227; | Opins. Atty. Gen. 1916, p. 1606; 4 Dep. Rep. 985. Contra. 5 Opins. _ Atty. Gen. 865 (1903). __.A consolidated corporation need not file a report until after the ' €xpiration of six months following the filing of its certificate of con- - Solidation. Rep. Atty. Gen., 1908, p. 83. Section 5520. (Dissolution no exemption from payment or filing report.) The mere retirement from business or Voluntary dissolution of a domestic or foreign corporation, Without filing the certificate, provided for in sections eleven en te G. C. § 5521 OHIO PRIVATE CORPORATIONS. 848 thousand nine hundred and seventy-four, eleven thousand nine hundred and seventy-five and eleven thousand nine hundred and seventy-six of the General Code, shall not ex- empt it from the requirements to make reports and pay fees or taxes in accordance with the provisions of this act. (June 9, 1911, 102 v. 254, §181; April 25, 1904, 97 v. 383, § 8; April 11, 1902, 95 v. 127, § 8.) Reports by receivers, trustees in bankruptcy and assignees for creditors, see note to § 5495. Section 5520 relates only to cases of voluntary dissolution. A judgment of dissolution or revocation of charter, in a judicial pro- ceeding, terminates the corporate existence, and there is no further obligation to make reports and pay taxes, although no certificate is filed under $11975. Rep. Atty. Gen. 1912, p. 67. A foreign corporation which has ceased to do business, but owns property in the state, and has not filed the certificate required by § 11976, should pay the minimum tax under § 5503. Opins. Atty. Gen. 1916, p. 995. ‘¢Retirement from business’? under §§5520 and 11976 refers to retirement from the exercise of the privilege covered by § 183 et seq. When a corporation retires from business in the state it may have its registration under §178 et seq. continued. Rep. Atty. Gen. 1914, Da, L172. Section 5521. (When certificate of dissolution may be filed.) In case of dissolution or revocation of its charter on the part of a domestic corporation, or of the retirement from business in this state, on the part of a foreign corporation, the secretary of state shall not permit a certificate of such action to be filed with him unless the commission shall cer- tify that all reports required to be made to it, have been filed in pursuance of law, and that all taxes or fees and penalties thereon due from such corporation have been paid, and unless such corporation shall produce a certificate from the treasurer of the county wherein the property of such corporation, both tangible and intangible is or was located, showing that all personal property taxes assessed against such corporation, for the then current and previous years, have been paid. (110 v. 250; June 2, 1911, 102 v. 254, § 132; April 25, 1904, 97 v. 383, §8; April 11, 1902, 95 v. 127, § 8.) A certificate of the winding up of the affairs of a corporation through bankruptey proceedings, or a dissolution proceeding under § 11938 et seq., is not entitled to be filed, without a certificate from the tax commission. Rep. Atty. Gen. 1912, pp. 17, 67. a But a judgment of dissolution or revocation, in a judicial pro- ceeding, terminates the corporate existence and ends liability for franchise reports and taxes thereafter, although no certificate is filed at the time under §§5520 and 11975. A certificate under § 5521 may thereafter be procured from the tax commission, if the corporation was not delinquent as to reports or taxes up to the date of the judg- ment. Rep. Atty. Gen. 1912, p. 67. — 849 FRANCHISE TAX. G. C. § 5523 A banking corporation, in liquidation by the superintendent of banks, continues liable for franchise reports and taxes until dissolu- tion. If hopelessly insolvent, the superintendent may procure an order of dissolution from the common pleas court of the county in which the bank was located, and file a certificate thereof under §11976. If there is an equity of assets for stockholders above the debts, the order of dissolution may be procured after the stockholders’ meeting provided for in G. C. § 742-11. Rep. Atty. Gen. 1914, p. 1065. Corporations not for profit are not required to procure certificates from the tax commission, except corporations organized more than six months prior to November, 1910.. Under the former law reports were required from corporations not for profit. Rep. Atty. Gen., 1911-1912, p. 697. This section does not apply to insurance, fraternal benefit and other corporations required to file reports with the superintendent of insurance. G. 'C. § 5518. Rep. Atty. Gen., 1911-1912, p. 697. Section 5522. (Affidavits as to use of money or property in aid of elections. Form prescribed by commission and made part of return.) Every corporation or public utility re- quired, by the provisions of this act, to make returns, state- ments or reports to the commission, shall file therewith, in such form as the commission may prescribe, an affidavit subscribed and sworn to by a person or officer having knowl- edge of the facts therein set forth, setting forth that such corporation or public utility has not, during the preceding year, directly or indirectly paid, used or offered, consented or agreed to pay or use, any of its money or property for, or in aid of any political party, committee or organization, or for, or in aid of any candidate for political office or for nomination for any such office, or in any manner used any of Its money or property for any political purpose whatever, or for the reimbursement or indemnification of any person or persons for moneys or property so used. Such forms of affidavit as the commission may prescribe shall be attached to or made a part of the return, statement or report required to be made by such corporation or public utility under any provision of this act. (June 2, 1911, 102 v. 255, § 133.) See §§ 8729, 8730. Section 5523. (Certificate of secretary of state as to foreign corporation doing business without compliance with laws. Prosecution.) When the secretary of state has knowl- edge that a foreign corporation, organized for profit, and OWning or using a part or all of its capital and plant in this State, is doing business in this state without having complied with the laws thereof, he shall certify such fact to the com- mission. The commission, when it ascertains from such cer- Uficate of the secretary of state, or otherwise, that any such G. C. § 5525 OHIO PRIVATE CORPORATIONS. 850 foreign corporation is doing business in this state without having complied with the laws thereof, shall certify the same to the attorney general, with the request that he prosecute an action against such foreign corporation for the penalties provided by law, in the court of common pleas of Franklin county, or in any county in which the corporation has an office or place of business. It shall be the duty of the at- torney general, upon receipt of such request, to commence and prosecute such an action. On good cause shown, the commission may remit the penalty, or part thereof, incurred by a foreign corporation under the provision of Chapter 2, of Division 1, Title III, Part First, General Code. (June 2, 1911, 102 v. 255, § 134.) See §§ 182, 186, 191. Section 5524. (Compromise.) With the advice and con- sent of the commission, the attorney general may, before or after any action for the recovery of fees, taxes or penal- ties certified to him, as delinquent, under the provisions of this act, compromise or settle any claim for delinquent taxes, fees or penalties so certified. And all claims compromised or settled as herein provided shall be set forth in the annual report of the tax commission to the general assembly and governor, giving in detail the terms and conditions of such compromise or settlement. (June 9, 1911, 102 v. 255, § 135; April 25, 1904, 97 v. 381, § 5; April 11, 1902, 95 v. 126, § 5.) The word ‘‘settle’’ in this section has been construed to author ize the attorney general, with the advice and consent of the tax com- mission, to reduce or remit penalties for any good and sufficient rea- son. Rep. Atty. Gen. 1918, p. 526. Section 5525. (Application of preceding sections.) The provisions of sections one hundred and twenty, one hundred and twenty-one, one hundred and twenty-two, one hundred | and twenty-three and one hundred and twenty-four of this. act [G. CO. §§ 5509, 5510, 5511, 5512 and 5513] shall apply to any publie utility or corporation which for two years prior to, and for ninety days from and after, the passage of this act, shall fail to pay any taxes or fees or penalties thereon, due from it to the state of Ohio, or to make or file any report or return, required by law, or to pay any penalty provided by law for failure to make or file any re- port or return required by law. (June 2, 1911, 102 v. 259, § 159.) | 851 TAXATION. G. C. § 5672 MISCELLANEOUS. § 5650. Levy to pay bonds given § 5675. Agent of express or tele- for railroad subscription. graph company to pay §5672. Tax a lien on bank shares. taxes thereof. Collection of tax. Pen- § 5676. Unlawful to act as agent, alty. ete., for certain compa- §5673. Banks may deduct taxes nies when taxes are un- paid from shareholders, paid. when. Lien. § 5677. Railroad shall not trans- port anything for such company. Section 5650. (Levy to pay bonds given for railroad sub- scription.) The lawful authorities of a county, city, or town- ship which have subscribed to the capital stock of a railroad company and have issued its bonds or other securities for the payment of such subscription, may levy or cause to be levied, annually, on the taxable property thereof, within five years next before the principal of such bonds, or other securities are payable, if the market price of the stock of such railroad company is less than seventy-five per cent on its par value, such tax, not exceeding one mill on the dollar, as will be sufficient to balance the discount on the railroad stock held by such county, city or township, by the time such bonds may become due. The proceeds of such taxes shall form, with such stock, a sinking fund, and be invested in the pur- chase of the bonds issued by such county, city or township, or in other safe and productive securities, and be applied only to the payment of the bonds so issued. (R. 8S. Sec. 2831; 56 v. 175, § 80; S. & C. 1466.) Section 5672. (Tax a lien upon bank shares. Collection of tax. Penalty.) Taxes assessed on shares of stock, or the value thereof, of a bank or banking association, shall be a lien on such shares from the first Monday of May in each, year until they are paid. It shall be the duty of every bank or banking association to collect the taxes due upon its shares of stock from the several owners of such shares, and to pay the same to the treasurer of the county, in which such bank or banking association is located, as other taxes are paid, and any bank or banking association failing to pay the said taxes as herein provided, shall be liable by way of penalty for the gross amount of the taxes due from all the Owners of the shares of stock, and for an additional amount of one hundred dollars for every day of delay in the payment of said taxes. (May 2, 1911, 102 v. 91; R. S. Sec. 2839; 64 v. 204, § 6.) Stock in national banks belonging to nonresidents is taxable in Ohio. Rep. Atty. Gen., 1911-1912, pp. 592, 610. G. C. § 5677 OHIO PRIVATE CORPORATIONS. 852 Section 5673. (Banks may deduct taxes paid from share- holders; when. Lien.) Such bank or banking association paying to the treasurer of the county in which it is located, the taxes assessed upon its shares, in the hands of its share- holders respectively, as provided in the next preceding section, may deduct the amount thereof from dividends that are due or thereafter become due on such shares, and shall have a lien upon the shares of stock and on all funds in its possession belonging to such shareholders, or which may at any time come into its possession, for reimbursement of the taxes so paid on account of the several shareholders, with _ legal interest; and such lien may be enforced in any appro- priate manner. (May 2, 1911, 102 v. 91; R. S. Sec. 2840; 64 v. 204, § 7.) Prior to the amendment of 102 v. 91 it was held that taxes on shares of stock in an insolvent bank could not be collected from the assignee for creditors. Irish v. Fancher, 19 C. C. n. s, 11 (1908). Section 5675. (Agent of express or telegraph company to pay taxes thereof.) The agent of an express or telegraph company shall retain in his hands and pay to the county treasurer, the amount of all taxes assessed against such com- pany. In default of such payment, the treasurer shall col- lect the tax as in other cases of delinquent personal property tax. When there is more than one such agent of the same company in one county, the agent thereof in the principal city, or village of such county, may assume the payment of such tax, and upon so doing, the other agents in the county shall not be required to retain funds to pay the tax. (R. S. See. 2842; 59 v. 91,.§ 6.) Section 5676. (Unlawful to act as agent, etc., for certain companies when taxes are unpaid.) If the taxes assessed against an express, telegraph, telephone, or insurance com- pany, in any county in this state, remains due and unpaid to the treasurer of the county, for twenty days after the time provided by law for the payment thereof, no person or cor- poration, shall act as agent, or transact any business for such company so in default, until the tax, interest, and penalty are paid. (R. S. Sec. 2843; 82 v. 92; R. S. 1880; 59 v. 91, § 7.) Section 5677. (Railroad company shall not transport any- thing for such company.) After the default in payment of taxes named in the next preceding section, a railroad com- pany which, directly or indirectly, conveys or carries for such defaulting express, telegraph, telephone, or insurance company, a package of money, merchandise, or other articles, or transmits a telegraphic message, after having notice of 853 TAXATION. G. C. § 5888 such default, for each offense shall forfeit and pay a sum equal to the amount of such tax due and unpaid, with the interest and penalty thereon, to be recovered by an action in the name of the state, in the county where the tax is assessed, with costs of suit. (R. S. Sec. 2843; 82 v. 92; R. i880; 59 -v. 91, § 7.) Section 5888. (Chautauqua assemblies may make rules for government of grounds.) A corporation, organized un- der the laws of this state, for holding Chautauqua assemblies, or encouraging religion, art, science, literature, the general dissemination of knowledge, or two or more of such pur- poses, occupying grounds and holding meetings or entertain- ments thereon for advancing the purpose of its incorporation, through its board of directors or trustees, may make such rules and- regulations for the government of such grounds, not inconsistent with the laws of this state, as will promote the purposes for which it is incorporated. (April 10, 1908, 99 v. 90, §1; R. S. See. 7017-10.) NOTE.—Sections 5889 to 5893, which authorize Chautauqua as- semblies. etc., to appoint special police and define their powers, are omitted. When a corporation which has for its object the owning and holding of land, for the purpose of carrying on religious exercises and meetings on the same, leases a part of such land with restrictive covenants in the lease that lessees “during all meetings would be subject to the rules and regulations of said meeting,” and “would use such premises for the purpose of a private dwelling or residence only, except on a special permit from the company,” such covenants are valid and binding on the lessees. Where such lessees make a business of renting rooms, in their buildings on such leased premises, to temporary occupants, and refuse to obtain a special permit from the lessor and refuse to comply with the reasonable requirements of the lessor, in regard to the privilege of so using the leasehold, such use is a breach of the covenant to “use such premises for the purpose of a private dwelling or residence only, except on a special permit from the company.” The refusal to pay a gate fee, during the meetings, for admission to the grounds of the plaintiff on which the buildings of the defendant are situated, the same as charged to all other persons, is a breach of the covenant that the lessees “during all meetings would be subject to the rules and regulations of said meetings.” Park Co. v. Van Dusen, 63 O. S. 183 (1900). Assessments on members or lot owners must be made by the members, in the absence of a provision of the constitution authorizing the trustees to make the same. An assessment made by the trustees without authority cannot be recovered. A camp meeting association, authorized by its charter to furnish tents, cottages, and other necessary accommodations and conveniences on the camp grounds, has implied power to provide for the raising of revenue with which to maintain the accommodations. Bradley v. Camp Meeting Assn., 9 Ohio App. 321; reversing, 21 N. P. n. s. 21. Taxation of grounds. See G. C. §5349; Davis v. Camp Meeting Assn., 57 O. S. 257. G. C. § 6373-1 OHIO PRIVATE CORPORATIONS. 854 § 6373-1. § 6373-2. § 6373-3. § 6373-4. § 6373-5. § 6373-6. § 6373-7. § 6373-8. § 6373-9. § 6373-10. § 6373-11. PART XIII. “BLUE SKY LAW.” Providing licenses for dealers in securities. What the term “securi- ties “‘sthyarl lirmio-& me deemed to include. What the term “dealer” shall inelude. Exceptions. Definitions. Application for license, filing fee. Information required. Bond. Copy of incorporation articles to be filed. Consent for service. Publication of notice of an ayplication for reg- istration. When license shall be taken out; fee. Revo- cation and amendment of license; fee. License may be revoked. Prosecution for crimi- nality. Oath of wit- ness. Attachment. for contempt. Notice of revocation or refusal of license. Petition against commis- sioner in case of refus- al or revocation; an- swer; judgment. Information, required. to be. filed before disposal of securities. Information need not be filed, when. Filing of prospectus, cir- cular and advertisement relating to sale. : . Contract of subscription or disposal; contents. ..Liability of one who counsels or who advises the purchase without disclosing agency. § 6373-14. Additional information and fee required of in- sured or underwriter before certificate issued. Securities to which sec- tion does not apply. § 6373-14a. Contract by solicitor, dealer, agent, etc., be- fore sale of securities. § 6378-15. Licensed dealers only shall deal in real estate not located in Ohio. ‘Transactions to which section does not apply. § 6373-16. Examination of issuer of securities. Deposit for epense. Itemized state- ment by commissioner. When certificate shall be issued; fee; refusal to issue; revocation; re- view. Detailed financial statement to be filed by issuer; reports. § 6373-16a. Penalty. § 6373-17. Certificate must state commissioner in no wise recommends securities. § 6373-18. Liability of seller to pur- chaser. § 6373-19. Duties of superintendent of insurance. § 6373-20. Penalty for violations. § 6373-20a. Penalty for illegal sale or disposition of securi- ties. § 6373-20b. Aiding in sale or. dis- posal, unlawful; pen- alty. ; § 6373-20c. Sale when issuer known to be. insolvent, unlaw- ful; penalty. § 6378-21. When accused presumed to have knowledge. § 6378-22. Act does not limit other liability imposed, § 6873-28. Contract obligations un- impaired. Section 6373-1. (Providing license for dealers in securi- © ties.) shall, within this state, dispose or 0 Except as otherwise provided in this act, no dealer ffer to dispose of any , stock, stock certificates, bonds, debentures, collateral trust certificates or other similar ‘“seeurities’’) termed instruments (all hereinafter evidencing title to or interest in prop- erty, issued or executed by any private or quasi-public cor- 855 BLUE SKY LAW. G. C. § 6373-2 poration, co-partnership or association (except corporations not for profit), or by any taxing subdivision of any other state, territory, province or foreign government, without first being licensed so to do as hereinafter provided. (104 v. 110; 103 v. 748, § 1.) The Ohio Blue Sky law is not in violation of the federal consti- tution. Hall v. Geiger-Jones Co., 242 U. S. 39; 15 O. L. R. 39 (1917). This section and section 6343-14 apply to advertisements published in Ohio, offering to sell securities, although the person procuring the publication resides in another state. In the opinion of the attorney general, the law also applies to circulars and letters mailed from an- other state. Rep. Atty. Gen. 1914, p. 1151. Sale of stock by ‘‘dealer’’ without complying with ‘‘Blue Sky’’ law is void.. A sale or contract to sell stock by a ‘‘dealer’’, without complying with the Blue Sky law, is illegal and void, although not expressly declared void by the statute. Edward v. Ioor, 205 Mich. 617, 172 N. W. 620 (1919); Goodyear v. Meux, 143 Tenn. 287, 228 S. W. 57 (1921). But where stock, subscribed for before a permit was granted, was issued to, and accepted by, the subscriber after the permit was granted, the subscriber was held liable on the subscription in a suit by the trustee in bankruptcy of the corporation. Moore v. Moffatt, 204 Pac. 220 (Cal. 1922). Unincorporated association. Massachusetts trust. The attorney general has ruled that a dealer’s license can not be issued to an unincorporated association which is organized to carry on business in such a manner as to lead the public to believe that it is a corpora- tion and whose intended acts are such as appertain to, or are to be done after, the manner of corporations. The organization in question was modelled after ‘one form of so-called Massachusetts Trusts. It had a fictitious name, transferable shares and annual elections of trustees by the shareholders. The property was held in the names of the trustees. Opins. Atty. Gen. 1919, pp. 1023, 1065; Elliott’s Blue Sky. Laws, p. 706. See also § 12303; for contra opinion, see article by Edward C. Daoust, 18 O. L. R. 526. Transferable shares of beneficial interest in a ‘‘ Massachusetts trust’’ are ‘‘securities’’ under the Blue Sky laws of some other states. Home Lumber Co. v. Hopkins, 107 Kans. 153, 190 Pac. 601 (1920); People v. Clum, 213 Mich. 651; 182 N. W. 136 (1921). Section 6373-2. (What the term ‘‘securities’’ shall not be deemed to include. What the term ‘‘dealer’’ shall include. Exceptions. Definition of terms.) The term ‘‘securities’’, as used in this act, shall not be deemed to include conveyances of real estate; or, where the same have not been judicially | declared invalid, and where, at the time of such sale, there sno default in payment of any part of the interest or prin- Cipal of the same: ; 1. Mortgage bonds and notes (other than corporate bonds where more than fifty per cent. of the entire issue is Not included in a sale to one purchaser) secured by a bona ' fide mortgage on real estate ; ) 'G. C. § 6373-2 OHIO PRIVATE CORPORATIONS. 856 2. Securities of quasi-public corporations, the issuance of which has been authorized by the public service commis- sion of this state; 3. The stock or obligation of any national bank, or of any bank, trust company or building and loan association, — organized under the laws of this state and subject to exam- ination and supervision by the proper authorities thereof. . The term ‘‘dealer’’, as used in this act, shall be deemed to include any person or company, except national banks, disposing, or offering to dispose, of any such security, through agents or otherwise, and any company engaged in the market- ing or flotation of its own securities either directly or through agents or underwriters or any stock promotion scheme what- soever, except: (a) An owner, not the issuer of the security, who dis- poses of his own property, for his own account; when such disposal is not made in the course of repeated and succes- sive transactions of a similar character by such owner; or a natural person, other than the underwriter of the secur- ity, who is a bona fide owner of the security and disposes of his own property for his own account ; (b) One, who in a trust capacity created by any law of the United States or of this or any other state or by judi- cial authority, lawfully disposes of any property embraced within such trust; (c) A bank or trust company, organized under the laws of this state and subject to examination and super- vision by the proper authority thereof, selling a security for a licensee, other than the issuer or underwriter thereof, at a commission of not more than two per cent., where such bank or trust company is not a regular dealer in securities; (d) One, not the issuer, who disposes of securities to a licensee under this act or to a company which, as a part of its regular business, deals in or holds such securities ; (e) G. C. § 6373-10 year last prior thereto, or for such time as the issuer has been in business, if less than one year; : | (c). A pertinent description of such. securities, and the purpose of said issue, and (d) Unless the foregoing information be executed under the provisions of, the. following. section, the approximate price at which the licensee purposes to dispose of such securi- teis. If the securities be of a taxing subdivision of any other state, territory, province or foreign government, and are not an obligation of the entire taxing subdivision and pay- able out of the proceeds of a general tax, there shall be filed the information required by paragraphs (¢c) and (d) of this section and, in addition thereto, a statement of the licensee, setting forth the nature of the obligation of such securities, how payment.of the name is secured. and that, to the best of his knowledge, there is no default in the payment of any part of the interest or principal of such securities and are no adjudications adversely affecting, or pending suits ques- tioning the validity of the same. (104 v. 110; 103 v. 746, § 9.) Section 6373-10. (Information need not be filed, when.) The information required in the preceding section need not be filed: (a) Unless required by the commissioner, if the same _has been filed by any other licensee; or (b) If actual current sales of the securities, at prices quoted, shall have been, from time to time, for not less than six months next preceding such disposal, published in the regular market reports of the news columns of a daily newspaper of general circulation in this state; or (c) Where the securities disposed of are those of manu- facturing or transportation companies, or of common car- riers or other public utilities, issued and outstanding in the hands of bona fide purchasers for value, prior to March 1st, 1914, where such companies, were, on said date, and shall be, at the time of sale, actual going concerns, either directly or through lessees, and where there shall be at the time of sale, no default in payment of any part of the interest or principal of such securities; or : (d) Where the information required, other than the approximate selling price is contained in any standard man- ual of information, approved by such commissioner; or (e) Where the disposal is made for a commission of less ‘than one per centum of the par value thereof, by a licensee who is a member of a regularly organized and recognized G. C. § 6373-12 OHIO PRIVATE CORPORATIONS. 864 stock exchange and who has an established and lawfully conducted -place of business in this state, regularly open for public patronage as such. (109 v. 269; 104 v. 115; 103 v. 747, § 10.) é Section 6373-11. (Filing of prospectus, circular and ad- vertisement relating to sale) Every dealer, before or at the time of circulating the same, shall furnish to the ‘‘commis- sioner’’ one copy of each prospectus, circular or other docu- ment of like nature and of each advertisement, circulated by him in connection with the sale of any securities concerning which information is required to be filed under the provi- sions of sections 6373-9 and 6373-10 of the General Code. (104 v. 115; 108 v. 747,-§ 11.) Section 6373-12. (Contract of subscription or disposal; contents. Deposit of funds and securities.) No person or company shall, for the purpose of organizing or promoting any insurance company, or of assisting in the flotation of its stock after organization, dispose or offer to dispose, within this state, of any such stock, unless the contract of subserip- tion or disposal shall be in writing, and contain a provision substantially in the following language: ‘No sum shall be used fo recommission, promotion and organization expenses on account of any share of stock in this company in excéss: fees) 12d 18 RAE per cent. of the. amount actually paid upon separate subscriptions, or, in lieu thereof there may be inserted, ‘$........ per share from every fully paid subscription,’ and the remainder of such payments shall be invested as authorized by the law governing such company and held by the organizers (or trustees as the case may be) and the directors and officers of such company after organization, as bailees for the sub- scriber, to be used only in the conduct of the business of such company after having been licensed and authorized therefor by proper authority.’’ The amount of such commission, promotion and organiza- tion expenses shall in no ease exceed fifteen per cent. of the amount actually received upon the subscription. Funds and securities held by such organizers, trustees, directors or officers, as bailees, shall be deposited with a bank or trust company of this state or invested as provided in sections ninety-five hundred and eighteen and ninety-five hundred and nineteen of the General Code until such com- pany has been licensed as aforesaid. (104 v. 115; 103 v. 748, § 12.) 865 BLUE SKY LAW. G. C. § 6373-14 Incorporators of an insurance company other than life (see § 9513) may contract with agents to sell its stock on commission and, if the eommissions and expenses do not exceed the statutory limit of 15 percent, the superintendent of insurance may issue a certificate. Rep. Atty. Gen. 1914, p. 147. Section 6373-13. (Liability of one who counsels or advises © the purchase without disclosing agency.) Whoever, with intent to secure financial gain to himself, advises and pro- eures any person to purchase any security and receive for such advice or services any commission or reward from the owner or salesman thereof, without disclosing to the pur- chaser the fact of his agency or his interest in such sale shall be liable to such purchaser for the amount of his dam- age thereby, upon tender of such security to, and suit brought against, such adviser, within one year subsequent to such purchase. (104 v. 116; 103 v. 748, § 13.) Section 6373-14. (Additional information and fee required of insured or underwriter before certificate issued. Securi- ties to which section does not apply.) For the purpose of organizing or promoting any company, or assisting in the flotation of the securities of any company after organization, no issuer or underwriter of such securitiese and no person or company for or on behalf of such issuer or underwriter shall, within this state, dispose or attempt to dispose of any such security until such commissioner shall issue his certifi- cate as provided in section 6873-16 of the General Code which shall not be done until, together with a filing fee of five dollars, there be filed with the commissioner the applica- tion of such issuer or underwriter for the certificate provided for in section 6373-16, General Code, and, in addition to the other information hereinbefore required by paragraphs (a), (b), (c) and (d) of section 6373-9 of the General Code, the following: (a) State v. National, etc., Co., 13 C.C. n. s. 74; 21 C. D. 637 (1910). A quo warranto proceeding may be brought in the circuit court of any county where one or more of the defendant corporations is situated and process may issue to other counties. It need not be brought in the county where the combination does business as a separate entity. State v. King Bridge Co., 7 C. C. n. s. 557; 18 C. D. 147 (1906). Where dissolution of an illegal association is decreed, the court may appoint a receiver to liquidate its affairs and distribute its funds. Kealey v. Faulkner, 7 N. P. n. s. 49; 18 L. D. 498 (C. P. 1907). Section 6400-1. (Parties defendant. Statute of limitation no bar to suit.) In any action or proceeding in quo war- ranto, injunction or otherwise brought by the attorney-gen- eral or a prosecuting attorney under this chapter, all persons parties to or participating in the trust or conspiracy against trade violative of the provisions of this chapter, may be made parties defendant and summoned, whether they reside in the county where such action is instituted or not. Pro- ceedings in quo warranto and in injunction may be instituted simultaneously, or while one or another of them is pending, such suits being started in the proper court as provided in this chapter, and no suit in injunction shall be a bar to a suit in quo warranto, nor shall a suit in quo warranto be a bar to one instituted to restrain and enjoin. No statute of limitation shall prevent or be a bar to any suit, or proceed- ing, for any violation hereafter committed of any provision of this chapter. (May 18, 1910, 101 v. 275.) Section 6401. (Witness not excused from testifying.) If a court of record or in vacation a judge thereof, in which is pending a civil, criminal or other action or proceeding brought or prosecuted by the attorney-general or a prosecut- ing attorney for the violation of any provision of this chap- ter, or an action or proceeding for a violation of a law, com- mon or statute, against a conspiracy or combination in re- straint of trade, so orders, no person shall be excused from 885 ANTI-TRUST ACT. G. C. § 6402-1 attending, testifying or producing books, papers, schedules, contracts, agreements or other docunients in obedience to the subpoena or order of such court or a commissioner, referee or master appointed by such court to take testimony, or a notary public or other person authorized by the laws of this state to take depositions, when the order made by ~guch court or judge includes a witness whose deposition is being taken before such notary public or other officer, for the reason that the testimony or evidence required of him may tend to criminate him or subject him to a penalty ; but no person shall be prosecuted or subjected to a penalty for or on account of a transaction, matter or thing concerning which he may so testify or produce evidence, documentary or otherwise, before such court, person or officer. (April 19, 1898, 93 v. 318, § 6a.) The plaintiff, in a civil action under this act, being examined before a notary public under G. C. § 11497, can not refuse, on the ground that it is a trade secret, to disclose the names of dealers from whom he procured a supply of the goods which the combination had refused to furnish him, but such question is irrelevant to an examination under 11497. é Jones v. Goode, 7 C. C. n. 8. 589; 18 C. D. 475 (1906); aff'd, no rep., 78 O. S. 421; 8. ¢., 820. Leck. 401; Section 6402. (Cumulative provisions.) The provisions of this chapter shall be cumulative of each other and of all other laws in any manner affecting them. (April 19, 1898, 93 v. 145, §9; R. S. See. 4427-9.) Section 6402-1. (Penalty when violation relates to milk, cream or butter fat.) Whoever, being engaged in the busi- ness of buying milk, cream or butter fat, shall, for the pur- pose of creating a monopoly, or to restrain trade, or to pre- vent or limit competition, or to destroy the business of a competitor, discriminate between different sections, localities, communities or cities of this state, by purchasing such com- modity at a higher price or rate in one locality than in an- other, after making due allowance for the difference, if any, in the actual cost of transportation from the locality of pur- chase to the locality of manufacture, shall be deemed guilty of unfair discrimination and, upon conviction thereof, shall be punished by a fine not exceeding five hundred dollars, or by imprisonment not exceeding six months. (110 v. 39.) G. C. § 6956 OHIO PRIVATE CORPORATIONS. | | PART XV. MISCELLANEOUS STATUTORY PROVISIONS RELATING TO RAILWAYS AND CARRIERS. Railways on Public Highways. § 6956. Cost..and expense which shall be borne by com- pany. Proceedings when company fails to im- prove or repair. : Power to raise or .lower road grade above or be- low railroad tracks. Change of location of main market roads. Hearing by director of highways. Notice. County commissioners shall hold public hear- ing. Notice. shall submit. plans, when. Publication. Com- mon pleas court may determine method. . Petition. . Finding of court. Ap- portionment between railroads. Appeal. Re- fusal or neglect. Apportionment of cost between county and railroad. Return against county. May agree as to apportionment. § 6956-22. § 6956-23. § 6956-24, § 6956-25. § 6956-28. § 6956-29. grade to abutting own- ers, Service of summons and § 6956-30. publication. Damages. Railroad , Notice of change of * § 6956-31. § 6956-32. § 6596-33. § 6956-34. § 6956-35. § 6956-36. § 6956-37. § 6956-38. § 6956-39. § 7472. § 7473. ‘§ 7474. § 7475. § 7479. § 7480. LIENS. §§ 8343.to 8352. Railroad contracts and subcontracts. §§ 8865 to 8375. Of carriers, and ‘“warehousemen on goods. ° §§ 8376 to 8380. 886 Payment. Heigth of crossing above grade. ; Appropriation of prop- erty. Repairs. . Townships, villages. Bonds. - Tax levy. j Crossings of main mar- ket roads, etc. Time of payment. Definition of terms. : Grade of main market roads. Powers of di- rector of highways. Hearing, appeal, review. Notice. Copies of rec- ord. Obligations as pay- men Appeal from order of director or board of commissioners. Obstructing roads by railroad agents. Damages. Moneys collected. Company liable for fines against employes. Grant of franchise to street or interurban railways; conditions. Power’ to appropriate right of -way, crossing ‘or lands” of railroad; proceedings. : On public works, including rail- roads, street railroads, etc. RAILWAYS ON: PUBLIC HIGHWAYS. Section 6956. (Cost and expense which shall be borne by company. Proceedings when company fails to improve or repair.) Any person, firm or corporation operating a rail- way for the transportation of passengers, freight or express crossing any street or road, shall improve, maintain and repair that portton of the highway at such crossing and lying between the outside ends of the ties, and also that | 887 _ RAILWAYS ON HIGHWAYS. G. C. § 6956-22 portion lying between the tracks in the case of two or more tracks, and the cost and expense of this improvement, main- tenance and repair shall ‘be borne by said individual, firm er corporation. | Such improvement, maintenance or repair ghall be made whenever in the opinion of the authorities having charge of such road the public necessity requires, and shall be made in accordance with plans and specifications approved by the county surveyor. : In case the said person, firm or. corporation operating said railway, fails to improve, maintain or repair the same as required by the proper authorities, as provided in this section, then such authorities shall proceed to improve, maintain and repair the same, and the cost thereof shall be charged against said property and collected in the manner hereinafter provided. Whenever a road or street is im- proved where a street or interurban or other railroad or railway lies within the improved portion of the roadway, such railroad or railway grade: shall in all respects be changed to meet the approval of the county surveyor unless otherwise provided for in the grant or franchise, by vir- tne of which such railway operates on or occupies said high- way, and costs of such change of grade be paid by such company under, the law or by the terms of its franchise or erant, shall. be a lien upon the property of such company and the proper authorities may provide for the payment of the amount chargeable against said company under the law or by the terms of its franchise or grant, in installments as in the case of other property owners, and such installments shall bear interest as in other cases, and the board of coun- ty. commissioners or. other authorities. may , issue bonds in anticipation of the collection of said installments. (106. 611, § 137.) Section 6956-22. (Power to raise or lower road grade above or below railroad tracks.) Any county may raise or lower, or cause to be raised or lowered the grade of any main market road or inter-county highway above or below the tracks of railroads, or railroads and parallel and adjacent interurban railroads within such county, and may require any railroad company operating a railroad “in such county, and any interurban railroad company operating an interurban railroad parallel and adjacent to said railroad, to raise or lower the grade of its tracks, above or below any main mar- ket road or inter-county highway, and may construct ways or crossings: for such road or highway above the tracks of any railroad or: railroads and parallel and adjacent interurban G. C. § 6956-24 OHIO PRIVATE CORPORATIONS. 888 railroad, or require the railroad company and any interurban railroad company operating an interurban railroad parallel and adjacent to said railroad to construct ways or crossings therefor that are to be passed under its tracks, may require such railroad company and any interurban railroad company operating an interurban railroad parallel and adjacent to said railroad to erect permanent piers, abutments or any other appropriate supports for any of the above works in main market roads and inter-county highways within the county, whenever in the opinion of the board of county commissioners, the raising or lowering of the grade of any such railroad or railroads and parallel and adjacent imter- urban railroad tracks or the raising or lowering or construe- tion of such roads or highways or supports may be neces- sary; upon the terms and conditions hereinafter set forth in this act. (110 v. 281, § 1.) Section 6956-23. (Change of location of main market roads.) When the board of county commissioners deems it necessary in the abolishment of such grade crossings, to change the location of any main market road or inter-county highway in such county, such board of commissioners may, with the approval of the director of highways and _ public works, relocate such road, or highway, or any part thereof, may vacate the whole or any portion of such road or high- way, abandoned by such relocation, and cause the improve- ments above contemplated to be placed in such relocated road or highway. (110 v. 232, § 2.) Section 6956-24. (Hearing by director of highways. Notice.) As a condition precedent to the exercise of juris- diction under the terms of this act by a board of county commissioners, such commissioners shall transmit to the di- rector of highways and public works a full written descrip- tion of the grade crossing which it is proposed to abolish, showing its location, the reasons which tend to make neces- sary the elimination of the same, the names of the railroad or railroads or interurban railway or railways owning the tracks crossing said main market road or inter-county high- way and the manner in which it is contemplated the im- provement proposed should be accomplished. On receipt of such description the state highway director shall conduct a hearing as to the necessity and the expediency of the pro- posed improvement after thirty days’ notice in writing of the time and place of the holding of such hearing has been given to the county commissioners and to the railroad or 889 RAILWAYS ON HIGHWAYS. G.C. § 6956-25 interurban railway company or companies concerned in such proposed elimination, such notice to be served by the sheriff upon the railroad or interurban railroad company, or companies, in the manner provided for by law for the service of summons in civil actions, and if, after such hear- ing, the state highway director is of the opinion that such improvement is reasonably necessary and expedient, he shall so certify in writing to said county commissioners, sending a copy of such certificate to all railroad or interurban rail- way companies involved. But if said director is not of such opinion he shall so state in his certificate, and thereupon no further proceedings shall be taken upon said application to said director. (110 v. 232, § 3.) Section 6956-25. (County commissioners shall hold pub- lic hearing. Notice. Railroad shall submit plans, when. Publication. Common pleas court may determine method.) The board of county commissioners desiring to proceed under the provisions of this act shall, after receipt of the certificate of necessity and expediency from the director of highways and public works herein provided for, hold a public hearing as to the expediency of constructing such improvement, notice of which shall be given by publica-' tion in two English newspapers, published and of general circulation in such county, if such there be, otherwise in two newspapers of general circulation in such county, for two weeks before the date set for such hearing, and served upon the railroad or interurban railway company or com- panies in the manner provided by law for the service of summons in civil actions, not less than twenty days prior to the date of such hearing. The board of county commissioners of such county after such public hearing and for the purpose of making or caus- ing such an improvement to be made, may by resolution adopted by unanimous vote, require the railroad company, in co-operation with the county surveyor or any engineer designated by the board of county commissioners, to prepare and submit to such board of county commissioners within six months, unless longer time is mutually agreed upon in writing, plans and specifications for such improvements, specifying the number, character and location of all piers and supports which are to be permanently placed in any road or highway, specifying the grades to be established for the roads and the height, character and estimated cost of any viaduct or way above or below any railroad track and the change of grade required to be made of such tracks, in- 4 G. C. § 6956-26 OHIO ‘PRIVATE CORPORATIONS. 890 cluding side tracks and switches. But in changing the grade of any railroad, no grade shall be required in excess of the grade adopted by the railroad company for its construction work on that division or part of the railroad on which the improvement is to be made, without the consent of the rail- road company, nor shall the railroad company’s tracks be required to be placed below high-water mark. Such resolu-— tion shall be published in the manner provided by law as to resolutions of a city council declaring the necessity of a contemplated public improvement, and shall be served by the sheriff upon the railroad or interurban railroad company or companies in the manner provided by law for the service of summons in civil actions; and if the proposed public im- provement is to be made within a village or city, notice of the passage of the same shall be served upon the village or city by delivering to the clerk of the village or city council a true copy thereof. If, at the expiration of six months from the passage of such resolution, the railroad company has refused or failed to co-operate in the preparation of such plans and specifica- tions, or if the county surveyor or engineer designated by the county commissioners and the railroad company fail to ‘agree upon the plans and specifications of such improve- ment, then either the railroad company or the county may submit the matter of determining the method by which the improvement shall be made to the court of common pleas of such county. Hither the county or company after the ex- piration of six months from the passage of the resolution may apply to such court of common pleas by petition accom- panied by the necessary plans prepared by the county or railroad company covering the grade crossing proposed to be abolished. Such plans must show the grades to be estab- lished for such roads or highways, the changes to be made in the location of roads or highways; the height, character and estimated cost of any viaduct or way above or below the rail- road tracks, and the number, character and location of piers, abutments or supports to be permanently located in the roads or highways, and the change of grade to be made in any railroad tracks, including side tracks and switches. (110 vy. 233, § 4.) An attempt to reach an agreement with the railroad company as to location, plans and specifications, must be made by the commis- sioners before appealing to the court. Arbaugh v. Railroad, 104 O. S. 110 (1922). Section 6956-26. (Petition.) Upon the filing of such pe- — © B91 RAILWAYS ON HIGHWAYS. G. C. § 6956-27 tition, accompanied by plans, the railroad company or coun- ty opposed to the prayer thereof, or directly interested ther- in, shall have the right, within sixty days thereafter to file an answer to such petition and to present other plans for the abolition of such crossing or crossings. After the expiration of such period of sixty days the court shall proceed to a hearing upon the petition and any answers that have been filed, which hearing must be advanced upon the docket upon motion of either party. After examination of all plans pre- sented to it and after hearing the evidence, the court shall make a finding as to whether such plans or any of them are reasonable and practicable. (110 v. 233, § 5.) Section 6956-27. (Finding of court. Apportionment be- tween railroads. Appeal. Refusal or neglect.) If the court finds that the plans presented by the petitioner or any of ‘the parties answering thereto are reasonable and practicable, it shall order the changes to be made in accordance with the most reasonable and practicable plan presented to the court or as amended by its order entered by consent of the parties. The county shall be required to make such changes in the roads or highways as may be necessary, and the railroad company or companies be required to make the changes necessary in the tracks and roadbed, in order to comply with the rulings of the court. If more than one railroad company, or a railroad company and an interurban railway company, or railroad companies and interurban railway companies, own tracks on the crossing in question, the court shall ap- portion between: or among them the fifty per cent. herein- after provided to be paid by the railroad companies, or the railroad and interurban railroad companies, and when mak- ing such apportionment the courts shall take into consider- ation the difference in costs of construction and benefits de- rived as between such railroad or railroads and interurban railroad company or companies. But if the court finds that none of the plans are reasonable or practicable, the improve- ment shall not be made upon such plans. Hither party feeling aggrieved by the decision and or- der of the court may appeal or prosecute error as in other eases, the hearing of which shall be advanced upon the docket upon motion of either party. If the county or railroad company refuses or neglects to comply with the orders or findings made by the court under the provisions hereof, the court may enforce its orders or findings by either mandamus or mandatory injunction or for contempt of court, as the necessity of the case may re- — G. C. § 6956-28 OHIO PRIVATE CORPORATIONS. 892 quire, upon the application of either party to such proceed- ings. (110 v. 234, § 6.) Section 6956-28. (Apportionment of cost between county and railroad. Action against county. May agree as to ap- portionment.) The cost of constructing the improvement authorized, including the making of ways, crossings or vVia- ducts, above or below the railroad tracks, and the raising or lowering of the grades of the railroad tracks and side tracks for such distance as may be required by such county and made necessary by such improvement, including the cost of moving or changing existing structures and other incidental expenses, together with the cost of land or property pur- chased or appropriated, and damages to owners of abutting property, or other property, shall be borne, unless otherwise agreed upon, fifty per cent by the county and fifty per cent by such railroad company or companies, including any in-” terurban railroad company or companies, the crossing of whose tracks with said highway is invoked. The county shall have a right of action against any such railroad com- pany for the recovery of the fifty per cent of such costs pay- able by it, with interest from the time they become due. Such county and railroad company may agree as to what part of the work shall be done by the railroad company, and also fix the amount to be allowed or credited to the com-. pany for doing the work. Such railroad company shall be entitled to deduct from its fifty per cent of the cost of the improvement the expense incurred by it in the change of its grade required by the county or made necessary by it under such specifications, but only in case the amount of the ex- pense has been agreed upon in writing between the county and the railroad company. If the amount of work done by the company, or made necessary by reason of such change of grade on lowering or raising its tracks, exceeds fifty per cent of the cost of the improvement, then it shall have the right to recover the amount with interest in excess of fifty per cent of the expenses, in an action at law against the county. In connection with any such improvement the board of county commissioners of any county, or the director of high- ways and public works, and the railroad company or com- panies, including any interurban railroad company or com- panies whose tracks are to be raised or lowered, or over or under whose tracks the proposed improvement is to pass, may agree as to the portions of such construction, the cost of which is to be shared, and upon the percentages of the 893 RAILWAYS ON HIGHWAYS. G. C. § 6956-30 eost to be borne by the county or state, and by the railroad company or companies, or interurban railroad company or companies, but if no such agreement is made the provisions of this section shall apply. (110 v. 285, §7.) Section 6956-29. (Notice of change of grade to abutting owners.) Before any work shall be done which may be re- quired in the making of such proposed improvement, the board of county commissioners of such county shall, by reso- -Jution require notice of its intention to make such improve- ment in accordance with the plans and specifications, agreed upon or ordered to be given to the owner of each piece of property abutting on any road, the grade of which will be changed by the proposed improvement. (110 v. 236, §8.) Section 6956-30. (Service of summons and publication. Damages.) Notice of the passage of such resolution shall be served by the sheriff of the county upon the owner of each piece of such property which will be affected by any change of grade, in the manner provided by law for the service of summons in civil actions. If any of such owners are non-residents of the county, or if it appears from. the return that they can not be found, the notice shall be pub- lished for at least two weeks in an English language news- paper published in said county. And such notice shall. be completed at least twenty days before any work is done on said improvement; and the sheriff’s return shall be prima facie evidence of the facts recited therein. The filing of claims for damages, and the effect of. failure to file such claims, found in General Code, section 3823, shall apply to the notice herein provided, and to all claims for damages by reason of such proposed improvement. But such claims-shall be filed with the county auditor within the time, and rights thereunder shall pass to vendees, as in said section provided. After the expiration of the time provided for the filing of such claims, the board of county commis- sioners of such county, when claims have been filed within the time limited, shall determine by resolution whether such claims are to be judicially inquired into, as hereinafter pro- vided, before commencing or after the completion of ‘the proposed improvement. Thereupon, the county prosecutor shall make application for a jury, in the manner provided by law, to the common pleas, or probate court of the county, either before commencing or after the completion of the im- provement, as the board of county commissioners determine, and all proceedings upon such application shall be governed G. C. § 6956-34 OHIO PRIVATE CORPORATIONS. 894 by the laws relating to similar applications provided for in_ cases of city improvements so far as applicable. (110 v. 236, § 9.) Section 6956-31. (Payment.) The board of county com- missioners may, by resolution, prescribe the manner and time or times of payment by such railroad company or companies of the proportion of the cost of such improvement which the railroad company or companies shall be required to pay. (110 v. 236, § 10.) Section 6956-32. (Height of crossing above grade.) Any way, crossing or viaduct so constructed over a railroad track or tracks be of such height as not to be of less than twenty- one feet in the clear from the top surface of the rails in the railroad track to the lowest point of projection of such overhead way, crossing or viaduct, unless such company con- sents.to, or the court orders a less height. But in no event shall such court order a less height than sixteen feet and three inches. (110 v. 237, § 11.) Section 6956-33. (Appropriation of property.) The land or property required to make alterations in the road, or other way or any right, title or interest in a road or other way, required for the erection of piers or supports neces- sitated by the proposed improvement, shall be purchased or appropriated by the county or company after the manner provided by law for the appropriation of private property for public use. The land or property required to make any alteration in the railroad or railroads necessitated by the proposed improvements, shall be purchased or appropriated by the railroad company or companies after the manner pro- vided for the appropriation of private property by such cor- poration. But the county shall not appropriate land held or owned by a railroad company and necessary for the use of the company in maintaining and operating its road. (110 v. 237, § 12.) Section 6956-34. (Repairs.) After the completion of the work, the crossings and approaches shall be kept in repair as follows: When the public way crosses a railroad, or rail- roads, or railroad or railroads and interurban railroad or interurban railroads, by an overhead bridge, the cost of maintenance must be borne by the county, or by the state, as may be provided by law. When the public way passes under a railroad or railroads, or railroad or railroads and interur- 895 RAILWAYS ON HIGHWAYS: G..C. § 6956-36 ban railroad or interurban railroads, the bridge and its abut- ments shall be kept and maintained by the railroad company or companies or the railroad company or companies and in- terurban railroad company or companies, as the case may be, in such proportions as. shall be fixed by agreement between the parties, or, in the absence of such agreement, in such proportions as may be fixed by the common pleas court of the county in which the improvement is located, and the public way and its approaches shall be maintained and kept in repair by the county in which they are situated, or by the state of Ohio as may be provided by law. (110 v. 237, $13.) Section 6956-35. (Townships, villages. Bonds. Tax levy.) The trustees of any township and the council of any village or city in which such proposed improvement is to be made may assume and agree to pay to the county on behalf of the village or city such portion of the costs of such im- provement assumed by the. county as the trustees or council deem reasonable. . For the purpose of raising the money to pay the pro- portion of the cost of such improvement payable by the county, the bonds of the county may be issued to the neces- sary amount, and for the proportion determined by the council or trustees to be assumed by the municipality or township, the bonds of such municipality or township may be issued to the necessary amount. They shall be of such denomination and payable at such place and times as the commissioners, trustees or council respectively determine, and bear interest not exceeding six per cent per annum, but shall not be sold for less than their par value. After. completion of the improvement, a tax may be levied by the county to pay the costs of maintaining and keeping in repair that part of the work required to be main- tained and kept in repair by the county. The bond issues. and tax levies herein authorized shall be subject to the limitation prescribed by law for bond issues and tax levies for the purpose of paying the county’s, town- ship’s and municipality’s share of the cost of a road im- provement carried forward by the state. (110 v. 287, § 14.) _ Section 6956-36. (Crossings of main market roads, etc. Time of payment. Definition of terms.) In case the track or tracks of any street railway company or companies, or inter- urban railroad company or companies cross, in-a main market road or inter-county highway, the right of way. of any rail- G. C. § 6956-37 OHIO PRIVATE CORPORATIONS. 896 road company or companies at a point where, under the plans and specifications above provided. for, it has been 1} determined to construct such improvements, the county com- — missioners by resolution may require such street railway or interurban railroad company or companies, to bear a reason- able portion of the cost assumed by the county, in making the improvement, not exceeding twenty-five per cent. of the portion payable by the county; and ‘it shall have a right of action against such street railway or interurban railroad company or companies, for that part of the cost which the resolution requires it or them to bear. Such part of the cost also shall be a lien upon all the property, real and per- sonal, of such company or companies situated in such county from and after the date of the passage of such resolution. The county commissioners may by resolution provide the mode ‘and time or times of payment for the proportion of the cost of such improvement to be borne by such street railway or interurban railroad company or companies. Such street railway or interurban railroad company or companies shall keep in repair at its or their own expense all its tracks affected by such improvement and shall bear a reasonable proportion of the cost of maintaining, renewing and repairing all construction work of whatever character, necessary to support such tracks. The word ‘‘company’’ wherever used in this act is in- tended to include also the words ‘‘company or companies’’ — and: the words ‘‘railroad’’ or ‘‘interurban railroad’”’ when- ever used in this act are intended to include also the words ‘‘pailroads’’ or ‘‘interurban railroads.’’ (110 v. 238, § 15.) Section 6956-37. (Grade of main market roads. Powers of director of highways. Hearing; appeal; record.) The director of highways and public works of the state of Ohio shall have the same power and authority to raise or lower or cause to be raised or lowered, the grade of any main market road or inter-county highway above or below rail- road tracks within any county in the state herein conferred upon the county commissioners and may in like manner re- quire any railroad company operating a railroad in any county to raise or lower the grade of its tracks and may construct ways or crossings above the tracks of any railroad or require the railroad company ‘to construct ways or -cross- ings that are to be passed under its’ tracks; but only after proper hearing as provided for in section 3 and section 17 [G. C. § 6956-38} hereof has been held by said director, and, in event of an appeal from the finding of said director as 897 RAILWAYS ON HIGHWAYS. .G.-G. § 6956-38 provided for in section 18 hereof [G. C...§-6956-39], after the question of the necessity and. expediency of. said proposed elimination of grade crossing has been fully decided by the public utilities commission of Ohio, or the supreme court of Qhio as therein provided. ' He may after such initial hearing, provided for in sec- tion 3 or section 17 hereof [G. C. 8§ 6956-24, 6956-38], or in ease of appeal therefrom, after final decision by the public ‘utilities commission; or the supreme court as provided for in section 18 of this act [G.-C. § 6956-39], require such railroad company to: erect permanent. piers, abutments or any other ‘appropriate support in main market roads. and inter-county highways within any, county whenever in the opinion of the ‘state highway director the raising or lowering of the grade of any such railroad tracks or the raising, lowering or con- ‘struction of such roads, crossings or supports may be neces- sary. The director of highways and public works shall have the same power and authority and obligation with respect ‘to all of the above enumerated matters as hereinbefore con- ferred or enjoined upon counties and county commissioners ‘and shall be authorized to proceed with respect to all of ‘such improvements in the manner herein provided with re- ‘spect. to counties and. county commissioners, so far as such provisions are applicable. (110 v, 238, § 16.) Section 6956-38. (Notice. Copies of record. Obligations ‘as payment.) When said director desires to proceed under this section he shall enter upon ‘his appropriate public rec- ‘ord an order to that effect; which shall deseribe the grade -erossing to be eliminated, give its location, ‘the reasons for such elimination, the manner in which it is proposed to be accomplished, and a description of the proposed improve- ‘ment to be substituted therefor. In said order said director ‘shall fix a time and place for a hearing to be conducted by him as to the necessity and expediency of said proposed im- provement. He shall thereupon cause at least thirty days’ notice of ‘such order and hearing. to be served upon the board of county ‘commissioners of. the county. wherein» said crossing -is located, and the railroad or interurban railway companies whose tracks occupy the same, by causing copies of said order to be served upon them either by some persons desig- nated by him or by registered letter. And the return of ‘such person or the registry receipt for such letter shall be prima facie evidence of the truth of the statements therein _ ‘contained. i : | ‘G. C. § 6956-39 OHIO PRIVATE CORPORATIONS. 898 The director, shall, on the day so fixed or to which the — hearing may be adjourned, proceed to hear and determine © said matter and shall thereupon proceed as provided in sec- tion 3 hereof. And in his further proceedings in and about such im- provement said director shall evidence his conclusions and intentions by order duly entered upon his record, of which eopies shall forthwith be furnished to the commissioners, railroad companies or others directly affected by said pro- posed improvement, and in the case of notice of intention to proceed with the work in accordance with the plans and specifications agreed upon or ordered, shall be served upon property owners as provided by section 9 hereof. The director shall assume on behalf of the state all of the obligations both with respeet to the payment of a por- tion of the cost of any such improvements and otherwise as is herein provided with respect to counties. Any proportion of the cost of any such improvements assumed by the diree- tor on behalf of the state shall be paid from the intercounty highway or main market road funds of the department of highways and public works. In the event the director pro- eeeds under the provisions of this act he shall be authorized to enter into agreements with the county commissioners of the county or trustees of the township or both, within which such improvement is located and also with the council of any municipal corporation within which such improvement is located, providing for the payment to the state by such eounty or township or municipal corporation of such pro- portion of the total cost assumed by the state as may be agreed upon between the director and the county commis- sioners, township trustees or municipal council. Such commissioner, trustee or council shall have the same power to issue bonds or levy taxes for the purpose of providing any share of the cost of any such improvement assumed by them as is herein given with respect to improve- ment initiated by counties. (110 v. 239, § 17.) Section 6956-39. (Appeal from order of director or board of commissioners.) From the finding and order of the diree- tor of highways and public works that such improvement is reasonably | necessary and expedient, the county commis- sioners or any railroad or interurban railway company may, upon the question of such necessity and expediency, take an appeal to the public utilities commission of Ohio. vel 1T'§ 15) Liability of warehouseman on agreement to insure stored goods. Storage Co. v. Cox, 74 O. S. 284 (1906). Refusal of consignee to accept goods. Special contract between shipper and earrier for return. Loss on line of connecting earrier. Liability of carrier. Railroad Co. v. Cappel, 80 O. S. 128 (1909). Section 8366. (Register of freight.) All such persons, associations, or companies, shall keep a register, in which - must be entered a list or inventory of all goods, wares, mer- chandise, baggage, or other property, with a pertinent de- scription thereof by marks thereon, the size, weight, and the depot, warehouse, or other ' place where deposited, the time when received, and the amount of charges claimed thereon, which may be-left in the possession of such person, association or company, by reason of the owner being yn- known, or when such owner’s residence is not known, or when such property has been refused, or the owner has neglected to receive it. (R. S. Sec. 3222; 72 v. 18, § 2.) Section 8367. (When property may be sold.) When any such property has been conveyed to any point in this state, and remains unclaimed for six months at the place to which it is consigned, and the owner within that time fails to claim it, and pay the proper charges, if there be any against it, such person, association, or company, may sell such freight or other property, at public auction, offering each parcel sep- arately. (R. S. Sec. 3228; 74 v. 1%, § 3.) Section 8368. (Notice of sale of property to be given.) Such property may be offered for sale either in the place where the office, station, depot, or warehouse in which it has been deposited for safe-keeping, is located, or at any other place where such person, association, or company may deem best to insure a prompt sale thereof. At least thirty days’ notice of the time and place of sale, containing a descriptive list of the several articles to be sold, with names, numbers, and marks thereon, shall be given, by posting such notice at the office, station or depot of such person, association, or company in the county where the place to which the property was consigned is situated, or, if G. C. § 8371 OHIO PRIVATE CORPORATIONS. 908. there be no such office, station, or depot, by posting such notice in three public places in such county. In addition to the posting at the place of consignment, such descriptive — list must be posted at the place where the property is to be sold, and thirty days’ notice of the time and place of the sale be published in a newspaper of general circulation in the county where the sale is to be. (R. S. Sec. 3224; © 74 v. 18, § 4.) ! | Section 8369.. (Disposition of proceeds of sale.) From the proceeds of such property, such person, association; or company, shall pay all the necessary costs and expenses of the sale, and all proper charges for freight and storage of the property sold, apportioning such expenses and charges, as near as may be, among the articles sold, to the amount received for each and hold any overplus, subject to the order of the owner thereof, at any time within one year after the sale, upon proof of ownership by affidavit of the claimant or his attorney. After the expiration of one year, all such sums unclaimed shall be paid into the state treasury, to be placed to the credit of the common sthools. Any article re- maining unsold may be again offered’ as above provided, until sold. (R. 8S. See. 3225; 74 v.18, § 4.) Section 8370. (Suit to subject freight to payment of costs.) Such person, association or company may bring suit in any court of competent jurisdiction’ for the amount of the freight, storage, and legal charges thereon, and subject such freight to the payment thereof, after ten days from the giving of the notice provided for in section eighty-three hundred and sixty-five, unless such cost and charges are paid, if the owner or consignee is known or can be found in the county. If such owner or consignee is unknown, a non-resident of the county, or his place of residence is un- known, then such notice shall be published for not less than ten days in a newspaper of general circulation in such county. In such ease the suit may be brought after ten days from the first publication. The judgment obtained shall be a lien upon the freight, to satisfy which, with costs of suit, it shall be sold. (R. 8S. See. 3226; 74 v. 17, § 3.) Section 8371. (Storage and the lien therefor.) Such person, association, or company, after the expiration of ten days from the receipt of goods at the place to which they are consigned, upon giving or depositing the notice provided in section eighty-three hundred and sixty-five, and the ex- piration of ten days, may charge a fair and reasonable cost 909 , ‘LIENS. . - ‘G.C,. § 8375 for storage, which shall be a lien upon the goods so stored. Such person, association, or company also, after the expira- tion of such ten days, may deliver the goods to any ware- houseman or storage merchant at the. point of destination thereof, or in case there be no responsible warehouseman or storage merchant at such point willing to receive the goods, then at the most convenient point where storage can be effected, and receive from such warehouseman the freight and charges due such railroad or other company thereon, notifying the owner or consignee of such storage, when known, in the manner above provided, and the advances made. All reasonable charges for storage shall be a lien upon the goods so stored. (R. S. See. 3227; 74 v. 17, § 3.) Lien for freight charges paid to other carriers. Bennet, ete., Co. v. Robinson, 6 O. L. R. 355 (C. C. A. 1908). Section 8372. (Copy of notice, sale bill, etc., to be kept.) Such person, association, or company shall keep a copy of the notice, a copy of the sale bill, and the expenses thereof, proportional to each article sold, and also the oath of the ‘claimant of the residue of the proceeds, and must furnish an inspection of it, and, if required, copies thereof, to any one, on payment of the proper charges therefor. (R. S. Sec. 228; 72. v.'19, § 5.) . Section 8373.. (Sale of perishable articles.) If perishable property be so conveyed as freight, and remain unclaimed until in danger of great depreciation, or it be refused, or the owner thereof cannot be found, then such person, association or company may sell it at private sale, or auction, without giving notice, for the best price it will bring, and apply the proceeds as aforesaid. (R. S. Sec. 3229; .72 v. 19, § 6.) Live stock is perishable property. ~ Trustees v. Brighton Stock Yards Co., 27 0. S. 485 (1875). - Section 8374. (Within what time property may be claimed.) If the owner of any such property, at any time within five years, reclaims it, and produces satisfactory evi- dence to the auditor of state of his ownership thereof, the ‘auditor shall:draw his, warrant in favor of such person upon the treasurer of state for the amount paid into the state treasury. (R. S. See. 3230; 72.v..20, § 9.) _ Section 8375. (Penalty for neglect to comply with pro- visions.) Any such person, association or company who re- fuses or neglects to perform any of the duties required by G. C. § 8377. OHIO PRIVATE CORPORATIONS. 910 this chapter, with the intent to avoid its provisions, shall forfeit and pay a sum not less than one hundred dollars, nor more than five hundred dollars, at the discretion of the court, to be recovered for the use of common schools in the county in which the principal office of such person, associa- tion, or company is located, and also be hable to any person injured thereby in double the value of the property. (R.S. See. 8281; 72 v. 20, § 7.) LIEN ON PUBLIC WORKS. Section 8376. (Lien for labor or material furnished.) Any person who has performed common or mechanical labor upon, or furnished supplies to any railroad, street railroad, — or railroad operated wholly or in part by electric motor power, turnpike, plank road, canal or on any public struc- ture being erected, or on any abutment, pier, culvert or foun- dation therefor, or for any side track, embankment, exca- vation, or any public work, protection, ballasting, delivering or placing ties, or track-laying, whether the labor is per- formed for, or the supplies or materials are furnished to any company, corporation, contractor, or subcontractor, con- struction company, or any individual, shall have a first and absolute lien on the whole of the property on which such work is done, or to which such supplies were contributed, and on any fund arising from a sale thereof or any part thereof under an order of any court. (95 v. 609, §1; R. S. See. 3231-1; 86 v. 120.) This section does not apply to highways owned or constructed by public authorities, but only to such as are owned or constructed by private corporations. In re Schilling, 251 Fed. 966 (D. C. Ohio 1918). The provisions of this section relating to liens of subcontractors have been held unconstitutional. Stewart v. Gardner, 10 C. C. n. s. 408; 20 C. D, 218 (1907); aff'd, 78 O. S. 451. Shaw v. Railway, 8 O. L. R. 43; 173 Fed. 476 (Cc. C. A. 1909D8 Section construed. New England, ete., Co. v. Railway Co., 75 Fed. 162 (1896). . Massillon Bridge Co. v. Cambria Iron Co., 59 O. S. 179 (1898). Section 8377. (Determination of lien.) Such person shall hold the railroad, street railroad or railroad operated wholly or in part by electric motor power, canal, turnpike, plank road, or structure, to the creation or construction of which such labor or supplies were contributed, or so much thereof as in whole or part have been created by such labor or sup- plies, to the exclusion of any such railroads, canal, turn- 911 LIENS. G. C. § 8380 pike, plank road, public work or structure, as to operation, occupation or use, until the claim for such labor or supplies is properly adjusted and paid in full. (95 v. 609, §1; BR. 8. Sec. 3231-1; 86 v. 120.) Section 8378. (How lien obtained.) When it is deemed necessary for any construction company, contractor, sub- contractor, mechanic, laborer, or person contributing sup- plies or material to secure a claim against a railroad, canal, turnpike, plank road, public work or public structure, either . for work done or material furnished, they shall file a sworn itemized statement, within thirty days after the work was performed or materials furnished, of the amount of work done or material furnished, showing the balance due and claimed for labor or material furnished, with the recorder of the county or counties within which the work was done or materials furnished. If several liens be obtained by sev- eral persons on the same job, in the manner preseribed by this subdivision of this chapter, they shall have no priority among themselves, but payments thereon must be made pro rata. (86 v. 120, §2; R. S. Sec. 3231-2.) Section 8379. (Bond; when injunction may issue.) Any construction company, contractor, mechanic, laborer or per- son contributing supplies or material to any work named in section eighty-three hundred and seventy-six, at the time of filing the sworn statement of account as provided in the next preceding section, must file a good and sufficient bond of indemnity for an amount equal to the amount claimed, which bond shall be approved by the probate judge, and be so conditioned as to save and protect the defendant in any ease arising under this subdivision of this chapter, and there- upon shall be entitled to a decree of the common pleas court, enjoining and prohibiting the operation, use or occupancy of the property created in whole or in part by the party or parties asking for such injunction; and_ the injunction shall not be dissolved until the court is satisfied that the claim has been adjusted and paid in full. (86 v. 121, S33. Bets See. 3231-3). This section is unconstitutional. Creech v. Railroad Co., 29 W. L. B. 112 (C. P. 1893). But does not render the entire act invalid. New England, etc., Co. v. Oakwood St. Ry. Co., 75 Fed. 162; 8 O. F. D. 682 (C. C. 1896). Section 8380. (Engineer to make measurements, esti- mates, etc.) Any civil engineer employed as chief or as- *G C. § 8380 OHIO PRIVATE CORPORATIONS. 912 sistant engineer in the surveying, platting, or. cross-section- ing of any railroad, canal, turnpike, plank road or other public road, before the work is commenced, shall make an accurate measurement thereof, and prepare a profile of each section of one mile or less of work, showing quantities of each and every class of. work to be done thereon. He also shall designate the nearest benchmark or point from which. measurements are made, and drive stakes at. top of slope, at foot of embankments, at sides and center of grade and around every burrow pit for each one hundred feet, show- ing in plain figures by feet and tenths of a foot the depths of cut or height of fill or embankment, together with a cor- rect showing of the quantity of overhaul beyond a given number of feet, in cubie yards, for each section of a mile or less. Such chief or assistant engineer, on demand, when any work is finished, must furnish to any company, con- tractor, subcontractor or person a final statement of quanti- ties in each class of work done or supplies or material fur- nished by parties interested. (86 v. 121, §4;.R. S. See. 3231-4.) Where a construction contract requires written orders for all extra work, an engineer has no authority to bind the company by verbal orders therefor. | See Railroad v. Jolly, 71:0. S. 92 (1904). Penalty for false measurements, see § 13181. ow eae 913. om co a - bo Or 1 ie GENERAL CORPORATION LAW. PART XVI. GENERAL CORPORATION LAW. Formation. Purpose for which corpora- tion may be formed. Sanatoriums, Who may incorporate; what articles of incorpo- ration shall contain. Soldiers or sailors form corporation not profit. Acknowledgment of arti- cles; where filed. General powers. Same or similar names, Certified copy evidence of incorporation. Subscription books. Opening of books, Payment of subscription. Certificate when ten per cent is subscribed. Incorporators’ liability. Notice of election of di- rectors. Conduct of election; ine. ; Inspectors of the election. Limit on votes of stock- holders. Provisions to which such corporations .are subject. Application for appoint- ment of inspectors of election. may for vot- Appointment of inspectors. List of stockholders for inspectors. ., Stock ownership, how as- - certained. Conduct. of election. Compensation of inspec- tors. Election of clubhouse. cor- poration. Elections. Life of corporations to deal in real estate. Procedure if all. real-estate not disposed of in twenty- four years. ; Service of summons, sale and. distribution. Articles . of incorporation not for profit. Duties of officers when lo- eation is changed. Members of corporation not for profit. Members of a religious, se- eret or benevolent society. Flection. Term and number of trus- tees. § 8657. § 8658. § 8659. G. C. § 8380 Term and number of trus- tees in secret or benevo- lent order. Term and number of trus- tees of a hospital. ‘ Trustees of corporations organized prior to May 10th, 1902. Directors and Trustees. § 8660. § 8661. § 8662. § 8663. § 8664. § 8665. § 8666. § 8667. § 8668. § 8669. § 8670. § 8671. § 8672. § 8673. § 8673-1. § 8673-2. § 8673-3. § 8673-4. § 8673-5. § 8673-6. Controlling body of a cor. poration. Qualifications of directors and trustees. Vacancies. Oath. Organization. Change in number of direc- tors. Liability of trustees. Capital Stock. Classes of stock. Dividends on = stock. Provisions in reference to preferred stock. Liability of holder of pre- ferred stock. Rights of holders of pre- ferred stock. Certificate of stock. Record of certificates of stock. Transfer of title to cer- tificates and shares. preferred Powers of infant, trus- tee, executor, .etc., not enlarged. Corporation not forbid- den to treat registered holder as owner. Title derived from cer- tificate extinguishes ti- tle derived from a sepa- rate document. Who may deliver a. cer- tificate. Indorsement. effectual in spite of fraud, duress, etc. Rescission of transfer, | Rescission of transfer of certificate does. not in- validate subsequent transfer by transferee in .possession. § 8678-9. Delivery of unindorsed ‘ - - certificate imposes ob-, . ligation to indorse. . § 8673-10. Ineffectual attempt to transfer amounts to a promise to transfer. G. C. § 8380 § 8673-11. Warranties on sale of certificate. § 8673-12. No warranty implied from accepting payment of a debt. § 8673-13. When attachment or levy upon shares valid. § 8673-14. Creditors’ remedies to reach certificate. § 8673-15. No lien or restriction of transfer unless. stated upon certificate. § 8673-16. Alteration of certificate does not divest title to shares. § 8673-17. Lost or destroyed cer- tificate, § 8673-18. Rules for cases not pro- vided for in act. § 8673-19. Interpretation. § 8673-20. Indorsement defined. § 8673-21. Owner defined. ; 8673-22., Other definitions. 8674. How payment of stock en- forced. § 8675. Notice of sale. § 8676. Piatribudon of proceeds of sale. § 8677. Procedure when certificate of stock lost or destroyed. § 8678. Parties and notice. § 8679. Finding and order of the court. § 8680. Rights and liabilities un- der new certificate. § 8681. Proceedings may be had by administrators or exe- cutors. § 8682. Paid-up stock _ personal property. § 8683. May purchase stock in other companies. § 8684., Corporate property, how employed. Stockholders. § 8685. Annual statement to stock- holders. § 8686. Liability of stockholders. § 8687. Corporations created sub- sequent to November 23, 1903. § 8688. Limitation of action to en- force liability. § 8689. “Stockholder” defined. § 8690. Where complaint for en- forcement of liability filed. § 8691. -Procedure by court; re- ceiver. § 8692. Enforcement of liability. § 8693. Notice to non-resident stockholders. § 8694. Court to ascertain and ad- judge liabilities. § 8695. Actions by receivers. § 8696. Notice to creditors. § 8697. Distribution of assets. Changes in Capital § 8698. § 3699. § 8700. Stock. Increase of capital stock. Increase by. preferred stock. Reduction of capital stock. OHIO PRIVATE CORPORATIONS. 914 Regulations and By-Laws. § 8701. § 8702. § 8703. § 8704. § 8705. § 8706. § 8707. § 8708. § 8709. Corporation may adopt regulations, Trustees or directors may adopt by-laws. How regulations or changed. What may be provided for by regulations. adopted Borrowing Money. May borrow money on bond or mortgage. When mortgage deemed to be duly -recorded. When lien effective. of bonds author- may be con- verted into stock. Sale of Entire Property. § 8710. § 8711. § 8712. mane tek 71 71 rR § 8716. § 8717. § 8718. § 8719. § 8720. § 8721. § 8722. § 8723. § 8724. § 8725. § 8726. § 8727. § 8728. “aed Sale of entire property and assets. Submission of agreement. Adoption of agreement. Dissatisfied stockholder. How award collected. Procedure when _ stock- holder refuses to Submit question. Notice. Deposit of award. Sale to a trust prohibited. Amendments. Power to amend. Proceedings. Copy to be filed with sec- - retary of state. : When amendments’ take effect. How notices waived. Dividends. Dividends to be paid from surplus profits only. Unpaid interest not profits. How profits ascertained. What advertisements pro- hibited. Liability for violation. Common Stock without Par Value. § 8728-1. Corporations may issue shares of common stock without nominal value authorized; exceptions. Statements required in articles. Filing fee: Number of shares out- standing. What each certificate should show. Opening books’ of sub- scription; sale of shares; payment of dividends in stock or cash. 915 GENERAL CORPORATION LAW. G. CG. § 8623 § 8728-2. When corporation may Miscellaneous. begin business. Rights of creditors and others; § 8729. Affidavit as to campaign limitation of actions. contributions. Payment of dividends. § 8730. Affidavit in annual reports When preferred. stock to auditor and. superin- may be redeemed. Not tendent of insurance, subject to certain lim- § 8730-1. Corporations authorized to itations on borrowing create and maintain in- capacity. strumentalities for public § 8728-3. How par value of shares welfare; cooperation of ; shall be stated. such. § 8728-4. Increase or reduction of § 8731. By what laws corporations stock; fee. When and shall be, governed. how amendment can be § 8732. » What corporations may made. aecept the provisions of § 8728-5. Certificate of reorganiza- this title. tion; statements re- § 8733. Special charters not ac- quired. cepted or acted upon. § 8728-6. When affidavit as to § 8734. Duty of secretary of state; debts and liabilities re- effect of charter. quired; endorsement of § 8735. Prima _ facie evidence of commissioner. jncorporation. § 8728-7. Statement by president § 8736. Corporations ereated prior and treasurer before in- to 1851. curring debts; filing fee; § 8737. When provisions do not rights of creditors. apply. § 8728-8. Liability unaffected by reorganization. Dissolution. § 8728-9. Proceedings shall not work a dissolution or § 8738. Dissolution by abandon- create new corporation. ment of objects. § 8728-10. Fees to be paid secre- § 8739. Filing of certificate. tary of state. § 8740. Dissolution by corporation § 8728-11. Amount of fees payable. whose business is closed. § 8728-12. Jurisdiction of commis- § 841. Piling: or certificate. sioner not superseded; § 8742. Trustees to settle affairs expenses paid by cor- of corporation. poration under investi- § 8743. Powers and duties of such gation. trustees. FORMATION. Section 8623. (Purpose for which corporation may be formed.) Except for carrying on professional business, a corporation may be formed for any purpose for which nat- ural persons lawfully may associate themselves. (R.. S. Sec. 3235 May 12, 1902, 95 v. 623; March 22, 1900, 94 v. Bayy 6, 1894, 91 v. 126; April 20, 1893, 90 v. 205; R. S. Section cited. Ehrman v. Insurance Oo., 35 O. S. 342; Larwell v. Hanover, ete., Coc., 0 40. S. 282; State v. Lemert, 10 N. P. n. s. 135; Bachtel v. Wilson, 204 U. 8. 36. Corporations classified: (1) For profit; (2) Not for profit. Cor- porations organized under Ohio laws are classed as (1) corporations for profit, which must have a capital stock, and (2) corporations not for profit, which may, but need not, have a capital stock. State v. Standard Life Assn., 38 O. S. 281, 288 (1882); Snyder v. Chamber of Commerce, 53 O. S. 1 (1895). _ Corporations for profit are those formed for the prosecution of business enterprises with a view to realizing gains to be distributed as dividends among the shareholders in proportion to their contribu- tions to the capital stock. Snyder v. Chamber of Commerce, 53.0.8. fT) 11..¢1895). G. C. § 8623 OHIO PRIVATE CORPORATIONS. | 916 A corporation which is necessarily for profit must be so. organ- ized, with a capital stock. State v. Home Co-op. Union, 63 O. S. 547 (1900). The character of the corporate business and the method of con- ducting it determine whether a corporation is one for profit, and not whether it has a capital stock. Celina Tel. Go. v. Mutual Tel. Co., 102 O. 8. 487, 495 (1921). It has been said. that a determining test between a corporation for profit and a corporation not for profit is whether the profits are to be distributed among the stockholders or members. Hameo ow Qn BOoOtP Choses. and rights in action, p. 951. In exchange for stock, p. 951. 931 GENERAL CORPORATION LAW. G. C. § 8627 Property not necessary for corporate business, Pp. 951. Subject to police regulations, p. 951. Corporate property as a trust fund, p. 951. Real Property, p. 951. Purchase for unauthorized purpose, p. 951. Miscellaneous, p. 952. Commercial paper, p. 952. \ ‘Sale and conveyance of corporate property, p. 952. Entire property, p. 952. Corporate franchise, p. 952. Property necessary in performance of public duty, p. 952. Authority of corporate officers to convey, P. 953. Form and execution of corporate deeds and instruments, p. 953. Corporate seal, p. 953. Stockholder or officer as witness or notary, Pp. 953. . Proof of execution, p. 954. XVI. Corporate seal. A. Necessity and effect, p. 904. B. Form, p. 954. XVII. Power to acquire its own stock. In general, p. 955. Executory agreement, p. 955. Executed transaction, p. 955. To secure debt due to corporation, p. 956. Stock fraudulently issued, p. 956. Rescission of exchange of stock for- property, Pp. 956. Stock issued under agreement to repurchase, Pp. 956. On retirement of officer, p. 956. What constitutes a purchase by a corporation of its own stock, p. 957. Agreement of corporation to sell stock for stockholder. Liability for breach, p. 957. XVIII. To acquire and hold stock of other corporations, p. 957. XIX. To execute and indorse commercial paper, Pp. 957. A. Accommodation paper, p. 957. B. Corporate note payable to officer, p. 958. C. Form, p. 958. ; XX. Miscellaneous powers. A. To act as trustee, p. 958. B. To enter into partnership, p. 958. C. To become surety or guarantor, p. 959. D. To carry on professional business, p. 959. E. To borrow money, issue bonds, etc¢., p. 959. dum HO NOZEE RSMo 4 AMOS OW I. POWER TO CREATE CORPORATIONS. See Constitution of Ohio, Article XIII. _ _A corporation can be created only by the state acting through the instrumentality of the legislature. Myers v. Manhattan Bank, 20 Ohio 283 (1851). Ashley v. Ryan, 49 O. S. 504 (1892) ; aff'd, 153 U. S. 436; 8 O. F. D. 215. The power of creating a corporation can not be exercised outside of the territorial limits of the state. Myers v. Manhattan Bank, 20 Ohio 283, 295 (1851). Before the adoption of the constitution of 1851 when the legislature had G. C. § 8627 OHIO PRIVATE CORPORATIONS. 932 power to grant special charters, a statute which recognized the existence of a corporation in effect created the corporation. Trustees v. Zanesville, etc., Co., 9 Ohio 203. 7 The state may impose such terms and conditions as it pleases upon the creation of a corporation. It may fix the filing fee of articles of in- corporation and articles of consolidation. — panier v. Ryan, 49 O. S. 504 (1892); aff'd, 153 U. S. 436; 8 O. F. . . 215. IT. CORPORATE FRANCHISE. ‘“No persons ean make themselves a body corporate and _ politic without legislature authority. Corporate capacity is a franchise.’? California v. Pacific R. Co., 127 U. 8. 1, 41 (1888). ‘A domestic corporation is given life and continued existence by the state and this life and existence with their accompanying powers constitute ‘the franchise.’’ Burket J. in Southern Gum Co. v. Laylin, 66 O. S. 578, 595 (1902). ‘‘There is a wide difference between a franchise which is inei- dent to and inheres in the right of a corporation to exist as a cor- poration and the grant of a right to occupy a public street and con- struct therein a public utility. The creation of the former, an: artifi- cial person, must be done by the state itself. But this is not true of the latter.’’ Johnson J. in Billings v. Railway, 92 O. S. 478, 490 (1915). III. WHEN CORPORATE EXISTENCE BEGINS. The filing of articles of incorporation does not create a corporation with authority to exercise all its corporate powers. Such articles merely authorize the incorporators to form the corporation. No corporation exists for the transaction of the business for which the corporation is organized until the requisite stock has been subscribed, the first instalment paid thereon and directors elected. State v. Insurance Co., 49 O. S. 440 (1892). Cemetery Assn. v. Traction Oo., 93 O. S. 161 (1915). Queen City Telephone Co. v. Cincinnati, 73 O. S. 64, 77 (1905). But the existence of the corporate body begins upon the filing of the articles. Ashtabula, ete., R. R. Co. v. Smith, 15 O. S. 328, 334 (1864). State v. Robinson, 12 W. L. B. 269. Milford, ete., Co. v. Brush, 10 Ohio 111, 113, 114 (1840). See Hanna v. International Petroleum Co., 23 O. S. 622, 625 (1873). Benninger v. Gall, 1 C. S. C. R. 331 (1871). Its powers are divided into two classes (1) those exercisable before the election of directors, and (2) those exercisable thereafter. Before the election of directors the incorporators may receive subscriptions to the capital stock, and the stockholders may elect directors and adopt regulations; but the business for which the corporation is organized can not be transacted until after the directors are elected. Ashtabula, ete., R. Co. v. Smith, 15 O. S. 328, 334 (1864). Powers v. Railway Co., 33 O. S. 429, 482 (1878). Milford, ete., Co. v. Brush, 10 Ohio 111, 113, 114 (1840). Where articles have been filed and corporate business transacted, the corporation may have a de facto existence for the purpose of suing and being sued. Kardo Co. v. Adams, 231 Fed. 950; 14 0. L. R. 223 (C. C. A. Ohio 1916); reversing, 222 Fed. 967; 13° 0. L. R. 187. 933 GENERAL CORPORATION LAW. G. C. § 8627 Iv. CORPORATION AS A LEGAL ENTITY. In contemplation of law a corporation is a legal entity, an ideal per- son, separate from the persons composing it. But this fiction is limited to the purposes for which it was adopted—convenience in transacting busi- Hess, in suing and being sued in its corporate name, and the continuance of its rights and liabilities unaffected by change in its members. Bank v. Trebein, 59 O. S. 316, 326 (1898). Brown v. Hitchcock, 36 O. S. 667, 678 (1881). Reed v. Loan Co., 68 O. S. 280 (1903). A. Corporate entity as instrument for fraud or illegal purpose. The fiction of corporate entity can not be abused. Fraud or illegal purposes can not be accomplished by means of the fiction of legal entity. In such cases the fiction is disregarded by the courts and the acts of the real parties dealf with. Bank vy. Trebein, 59 O. S. 316 (1898). State v. Standard Oil Co. 49 O. S. 137 (1892). Brundred v. Rice, 49 O. S. 640 (1892). Sayler v. Simpson, 12 L. D. 148 (Cin. Super. Ct. 1888). Sportsman Shot Co. v. American, etc., Co., 30 W. L. B. 87 (Cin. Super. Ct. 1893). Cincinnati Volksblatt Co. v. Hoffmeister, 62 O. S. 189, 200 (1900). In re Rieger, Kapner & Altmark, 8 0. L. R. 498 (D. C. Ohio 1907). Where funds of a third person have been converted to the use of an insolvent corporation, by its treasurer, the separate entity of the corporation does not relieve the treasurer from criminal liability. Brown v. State, 3 Ohio App.'52; 21 0. C. n. s. 545 (1914); affirming, 15 N. P. n. s. 65; motion to certify record overruled. Directors and officers can not shield themselves behind the sepa- rate entity where they are the actual and efficient actors in commit- ting a fraud or an offense. Kelly v. United States, 258 Fed. 392 (CG. C. A. 6th Cir. 1919); certiorari denied, 249 U. S. 616. Under a contract by all stockholders, for a sale of a part of their stock, providing that the purchasers ‘‘are in no way to assume or pay the whole or any part of any unearned interest heretofore due’’, which had been paid by money contributed by such stock- holders, future corporate earnings can not be used to repay such con- tributions to the stockholders. The corporate form can not be used as an instrument to defeat their agreement. H. V. Ry. Co. v. Toledo Co., 99 O. S. 35 (1918). An injunction restraining a corporation from maintaining a nui- sance, is binding upon a new corporation, of the same name and _ hav- ing the same officers, to which all the assets and business of the former corporation were transferred. Farmers Co. v. Ruh, 7 Ohio App. 430; 29 0./C. A. 165 (1917). The plant and assets of the B. Company were controlled and operated by the A. Company, although separate corporate organiza- tions were maintained. The A. Company, in assuming control, agreed to indemnify stockholders of the B. Company against all liability for debts of the B. Company. An employe of the B. Company was in- jured during such operation by the A, Company, and brought an action against the B. Company. Liability insurance effected by the A. Company was in force, and attorneys were employed by the insur- ance company to defend the suit. Held, the A. Company was bound by the judgment. Boxboard Co. v. Hinton, 100 O. 8. 505 (1919). G. C. § 8627 OHIO PRIVATE CORPORATIONS. 934 B. Corporations formed or controlled by failing debtors. Where the members of a partnership form a corporation, to which the entire partnership assets are transferred in exchange for its capital stock, each partner receiving shares of stock in proportion to his interest in the partnership, the partnership assets being the only consideration for the stock, the corporation is liable for the debts of the partnership. Andres v.. Morgan, 62 O. S. 236 (1900). Bruce Co. v. Eustis Co., 8 Ohio App. 341, 30 O. C. A. 177 (1917); : motion to certify record overruled, 15 O. L. R. 485. See also note to § 8710. See Paul v. Caldwell Co., 7 C. C. n. s. 272, 276; 17 C. D. 768) (1905). For recourse on stockholders where partnership debts exceeded the assets exchanged for stock see Sayler v. Simpson, 12 L. D. 148 (Cin. Super. Ct. 1888). Ford v. Lamson, 17 C. C. 539; 9 C. D. 374 (1899). Gates v. Tippecanoe Stone Co., 57 O. S. 60 (1897). Where a failing debtor forms a corporation, to which he transfers his assets and business in exchange for its stock, and assigns such shares of stock as security for a part of his indebtedness, and. continues as manager of the business, such conveyance is a fraud on other creditors and may be set aside and the assets administered as an assignment for creditors. Bank v. Trebein, 59 O. S. 316 (1898). A mercantile partnership acquired 99 percent of the issued stock of a manufacturing corporation, and the partners, as directors and officers, managed the corporate business, the partnership taking and selling alJ its output. On bankruptcy of the partnership, the corporation was held to be merely an agency of the partnership, and the corporate property to be assets of the bankrupt estate, the respective rights of the partner- ship and corporate creditors being determined in the bankruptcy pro- ceedings. In re Rieger, Kapner & Altmark,:8 O. L. R. 498 (U. S. D. C. 1907). C. Separate entity as a protection to stockholders. The separate entity is a protection to stockholders, whose stock has been paid up, against personal liability for debts of the corporation. Robinson v. Willard, 16 C. C. n. s. 464 (1907); aff’d, no rep. 78 O. S. 441; Carr v. Inglehart, 3 O. S. 457, 458 (1854); Ireland v. Palestine Co., 19 O. S. 369, 372 (1869). Ownership, by one corporation, of all the stock in another cor- poration, will not make it liable for the debts of the latter, in the absence of unusual circumstances. Pittsburg Co. v. Duncan, 232 Fed. 584 (C. C. A. Ohio 1916). Where the same persons own a controlling interest in two cor- porations in which the other stockholders are not identical, and their business is separately conducted, one of such corporations is not liable for the debts of the other corporation. Pittsburg Co. v. Duncan, 232 Fed. 584 (C. C. A. Ohio 1916), There is, however, a distinction between mere stock ownership, and actual control of the business and property. Where one corporation actively controls the property and business of another corporation, it may be liable for the debts of such other corporation. See Boxboard Co. v. Hinton, 100 O. 8. 505; Westinghouse Co. v. Allis Chalmers Co., 176 Fed. 362. In general, the acquisition, by one person, of all the stock of a corporation, does not change the powers or liabilities of the corpora- tion as such. 6 O. L. R. 304. 935 GENERAL CORPORATION LAW. G. C. § 8627 But a corporation may be bound by a contract of sale made by a person who owns all of its stock although the contract is made in his own name. Insurance Co. v., Brown, 16 C. C. n. s. 518 (1905). See Norris v. Dains, 52 O. S. 215 (1894); Camp v. Gress, 250 U. 8. 308 (1919). D. Stockholders bound by judgment against corporation. In ac- tions by or against a corporation its stockholders are represented by the corporation. A judgment against the corporation in favor of a ereditor can not be impeached by a subscriber to stock in the corpo- ration, where the judgment was not obtained by fraud or collusion. Scofield v. Excelsior Oil Co., 6 C. C. n. s. 176; 17 C. D. 318 (1905). Henry v. Railroad Co., 17 Ohio 187, 191. Griffin v. Rowley, 3 Ohio App. 481, 23 C. C. n. s. 209. _ Non resident stockholders are represented by the corporation in a proceeding to enforce the double liability of stockholders and are bound by the finding and decree, although not served with process. Irvine v. Putnam, 167 Fed. 174 (1909). Francis v. Hazlett, 192 Mass. 137, 142 (1906). Childs v. Cleaves, 95 Me. 498; 50 Atl. 714 (1901). A stockholder may appeal from a judgment against the corporation where there is reason to believe that the officers in neglecting to appeal are actuated by an adverse interest. Henry v. Jeanes, 47 O. S. 116 (1890). But a stockholder not a party can not prosecute error. Dunbar v. Casket Co., 19 C. C. 585; 10 C. D. 684 (1900). , Where managing officers wilfully and fraudulently refuse to set up a valid defense to an action brought against the corporation, a stockholder may be permitted to intervene, upon proper allegations showing the defense and the failure of the managing officers to set it up. Buckeye Co. y. Young, 18 C. C. n. s. 429 (1910). E. When corporation bound by action of all its stockholders. It has been held that a person who owns all the stock of a corporation may bind the corporation by a contract of sale, although made in his own name. Insurance Co. v. Brown, 16 ©. C. n. s, 518 (1905). See Norris v. Dains, 52 O. S. 215; Camp v. Gress, 250 U. S. 308. Unanimous consent of stockholders to an informal distribution of profits, other than prorata, acted on so as to materially change the position of the parties, was held to preclude the corporation from set- ting up the informality and inequality of the division. Kramer v. Foundry Co., 23 N. P. n. s. 81 (1918). Whether a corporation is estopped by the action of all its stock- holders has been variously decided. Held not estopped. Columbus, etc., Ry. v. Burke, 19 W. L. B. 27 (C. P. 1887). Contra. Central Trust Co. v. Columbus, ete., Ry., 87 Fed. 815 (1898). V. DE FACTO CORPORATIONS. Where an attempt is made to organize under a law authorizing in- corporation, and the body acts as a corporation, a corporation de facto exists, although there are defects or irregularities in the proceedings. Its capacity can be questioned only by the state. h Society Perun v. Cleveland, 43 O. S. 481 (1885). Shawnee, etc., Bank v. Miller, 1 C, C. n. s. 569; 14 C. D, 199 (1902). Gaff v. Flesher, 33 O. S. 107, 113 (1877). See Griffin v. Clinton, etce., R. Co., 3 O. F. D. 441. G. C. § 8627 OHIO PRIVATE CORPORATIONS. 936 State v. Toledo, ete., Assn., 8 C. C. n. s. 233; 18 C. D. 397 (1906). In general there must be a law authorizing the formation of cor- porations to exercise such powers as the corporation de facto claims. Gaff v. Flesher, 33 O. S. 107, 113, 114, 453 (1877). Raccoon River Nav. Co. v. Eagle, 29 O. S. 238 (1876). Society Perun v. Cleveland, 43 O. S. 481, 498, 499 (1885). Where incorporation was had under a statute subsequently declared unconstitutional: State v. Extension, ete., Co., 21 C. C. 662, 665; 12 OC. D. 319 (1901). Beck v. Rocky River, ete. District, 14 L. D. 312 (1904). or where a judgment of ouster was rendered in a quo warranto proceeding: Society Perun v. Cleveland, 43 0. S. 481 (1885). Rowland v. Meader Furn. Co., 38 O. S. 271 (1882). the private transactions prior to such adjudication were those of a cor- poration de facto. Where articles of incorporation have been filed, and corporate business transacted, the corporation may have a de facto existence, for the purpose of suing or being sued, although the statutory re- quirements as to the subscription for. stock and election of directors have not been properly complied with. Kardo Co. v. Adams, 231 Fed. 950; 14 O. L. R. 223 (C. C. A. Ohio 1916); reversing, 222 Fed. 967; 13. O0.°L. R. 137, A. De facto existence is not based upon the doctrine of estoppel. A de facto corporation is a reality. It has an actual and substantial existence. Society Perun v. Cleveland, 43 O. S. 481 (1885). De facto existence may be proved by evidence of attempted incor- poration, followed by bona fide user. Society Perun v. Cleveland, 43 O. S. 481 (1885). A de jure corporation does not, by an ultra vires act, lose its de jure existence and become a corporation de facto. Dayton, ete., Ry. v. P. C. ©. & St. L. Ry., 6 C. CO. n. 8. 537; 15 C. D. 705 (1902); aff'd, no rep., 67 O. S. 523. B. Contracts of de facto corporations made through authorized agents are binding. Beck v. Rocky River, ete., District, 14 L. D. 312 (1904); s. «, 9 C. C. n. s. 551; 19 C. D. 717; 76 O. 8. 587. C. Power to appropriate property. A de facto corporation can not exercise the right of eminent domain. Cemetery Assn. v. Traction Co., 93 O. S. 161 (1915). Powers v. Hazleton, ete., Ry. Co., 33 O. S. 429 (1878). Telephone Co. v. Cincinnati, 73 O. S. 64 (1905). Atlantic, ete., Co: v. Sullivant, 5 O. S. 276 (1855). D. Personal liability of stockholders. Stockholders in a corpora- tion de facto are liable only as stockholders; not as partners. Rowland v. Meader Furn. Co., 38 O. S. 271 (1882). Irregular or defective incorporation does-not render the stockholders personally liable, where the statute has been substantially complied with. Second Nat’l. Bank v. Hall, 35 O. S. 158, 166 (1878). Bartholomew v. Bentley, 1 O. S. 37 (1852). Failure to file a certificate of subscription under § 8633 does not render, the stockholders or directors personally liable, where the req- uisite percentage of stock was: subseribed and the required payments made. Garwood v. Oil Co., 11 Ohio App. 96 (1919). 937 ’ GENERAL CORPORATION LAW. G. C. § 8627 E. Estoppel to deny corporate existence. All parties to a trans- action in which al de facto corporation has acted as a corporation, are estopped to deny its legal existence. No party to the transaction can escape responsibility by showing that the corporation was not duly in- corporated. This rule applies to the corporation itself; Callender vy. Painesville, ete., R. Co., Ll O. S. 516 (1860). its stockholders and subscribers to its stock; Gaff v. Flesher, 33 O. S. 107, 113 (1877). Clark v. Thomas, 34 O. S. 46, 59 (1877). Callender v. Painesville, ete, R. Co., 11 O. S. 516 (1860). Trumbull Co., ete., Co. v. Horner, 17 Ohio 407 (1848). Vorhees v. Receivers, 19 Ohio 463 (1850). Benninger v. Gall, 1 OLS CS RSS h (TS 7b _ Ryan v. Miami Valley Ry., 10 Am. L. R. 263 (1881). Compare Raccoon River Nav. Co. v. Eagle, 29 O. S. 238, 240 (1876). its officers: Second Nat’l. Bank v. Lovell, 2 ©. S. C. R. 397 (1873). and to debtors of the corporation. Peckham Iron Co. v. Harper, 41 O. 8. 100, 106 (1884). Newburg Petroleum Co. v. Weare, 27 O. S. 343 (1875). Hagerman v. Ohio, etc., Assn., 25 O. S. 186, 200 (1874). Lueas v. Greenville, ete., Assn., 22 O. S. 339 (LST 2ae Receivers v. Renick, 15 Ohio 322 (1846). Durrell v. Belding, 9 C. C. 74; 4 C. D. 263 (1894). Elektron Mfg. Co. v. Jones Bros. El. Co., 8 C. C. 311; 4 C. D. 555 (1894). Creditors who have extended credit to a de facto corporation, as ‘a corporate body, are estopped from denying its corporate existence so as to hold the stockholders liable as partners; Second Nat’l. Bank v. Hall, 35 O. S. 158, 166 (1878). Beebe v. Thomas, 2 W. L. B. 107 (Cin. Super. Ct. 1877). Second Nat’l Bank v Lovell, 2 C. S. C. R. 397 (1873). Benninger v. Gall, 1 C. S. C. R. 331 (1871). See Rowland v. Meader Furniture Co., 38 O. S. 269 (1882). or to invalidate a mortgage executed by the de facto corporation. Lattimer v. Mosaic Glass Co., 13 C. C. 163; 7 C. D. 430 (1896). Hatry v. P. & Y. Ry. Co., 1 C. C. 426; 1 C. D. 238 (1886). Continental Trust Co. v. Toledo, ete., R. Co., 82 Fed. 642 (1897). But the proof, in bankruptcy, of a claim against the estate of a bankrupt corporation, and the receipt of a dividend thereon, does not éstop the creditor from subsequently bringing an action to hold the stockholders as partners. Ridenour v. Mayo, 29 O. 8. 138, 143 (1876). Pleading and proof of corporate existence. See notes to § 8629. In appropriation proceedings, see note to § 11046. VI. ‘‘ASSOCIATES’’ DEFINED. Associates are such persons, other than those specifically men- tioned, as might thereafter become members of the association. State v. Sibley, 25 Minn. 387, 399. See also Lechmere Bank v. Boynton, 65 Mass. (11 Cush.) 369, 382. VII. CORPORATION AS A ‘‘PERSON.’’ A. In general. A corporation is a ‘‘person’’ under G. C..§ 3989 which prohibits a municipality from granting an exclusive gas fran- chise to any person or persons. Cincinnati Gas Co. v. Avondale, 43 O. S. 257 (1885). G. C. § 8627 OHIO PRIVATE CORPORATIONS. 933 And under G. C. § 12940 which prohibits persons conducting hotels, amusement places, etc., from excluding citizens because of color or race, Johnson v. Humphrey Pop Corn Co., 4 C. C. n. s. 49; 14 C. D. 135 — (1902); aff'd, no rep., 70 O. S. 478. And under the 14th amendment of the federal constitution for- bidding the deprivation of property without due process of law. Covington, etc., Co. v. Sandford, 164 U. S. 578 (1896). Foreign corporation as a person or citizen, see note to § 194, B. In criminal statutes. The word ‘‘person’’ in a criminal stat- ute has been generally held not to apply to a corporation. State v. Cincinnati Fertilizer Co., 24 O. S. 611 (1874). j Brewing Co. v. State, 2 C. ©. n. s. 537;.15 C. D. 601 (1904) ; aff’d in part, 71 O. S. 476. See Burke v.’State, 34 O. S. 79 (1877). except when expressly included, as in the anti-trust act. State v. Hygeia Ice Co., 4 N. P. n. s. 361, 363; 16 L. D. 735 (1906) ; affirmed, except as to sentence only; 77 O. S. 427. Since the adoption of the General Code in 1910 the word “whoever” includes “all persons, natural and artificial.” G. C. § 12371, VIII. PROMOTERS. A. Fiduciary relation. Promoters oceupy a fiduciary relation toward the corporation. Shawnee, ete., Bank v. Miller, 1 C. C. n. s. 569; 14 C. D. 199 (1902). Second N. B. vy. Greenville, ete., Co., 3 C. C. n. s. 372; 13 OC. D. 274 (1899); 11 O. L. R. 81 (Article by A. A. Thomas). B. Sales to corporation. Promoters must truly disclose all facts relating to property which they sell to the corporation. A promoter who conceals his interest in such property, or who misrepresents its value, is liable to the corporation. He can not make a secret profit in such a transaction. Second N. B. v. Greenville, ete., Co., 3 C. C. n. s. 372; 13 C. D. 274 (1899). Shawnee, ete., Bank v. Miller, 1 C. C. n. s. 569; 14 C. D. 199 (1902). | Yeiser v. U. S. Board & Paper Co., 107 Fed. 340; 12 O. F. D. 678 (C. C. A. 1901). Bank v. Raridon, 4 Ohio App. 468; 24 ©. C. n. s. 161 (1915); af- firming, 17) Ne °P lon 's, ‘27. The corporation may rescind a contract for the purchase of property, negotiated for the corporation by the promoter, who received secret commissions from the seller of such property. The corporation may return the property to the seller and recover the purchase price paid, less depreciation and net earnings on the property. Shipbuilding Co. v. Steamship Co., 215 Fed. 296, 304; 12 O. L. R. 455 (C...C.,. A. Ohig 1914). The corporation may sue for and obtain cancellation of certificates of its stock, issued to promoters-in exchange for “options at excessive valuation, secretly, without the knowledge of other stockholders who, had paid cash for their stock, the promoters being also directors of the corporation and acting for it in issuing the stock. Where such stock has been sold by the promoters, the corporation may recover judgment against each promoter, for the value of the stock so sold by him. Bertram Coal Mining Oo. v. Bigger, 22 N. P. n. s. 369 (1919); aff’d by court of appeals. Mechanic’s lien on property sold to corporation. See Burnap v. Sylvania Butter Co., 12 C. C. 639; 5 C. D. 582 (1896). West v. Klotz, 37 O. S. 420 (1881). Md ¥ 939 GENERAL CORPORATION LAW. G. C. § 8627 C. Compensation for services. Where a corporation avails itself of the services and contracts of promoters, before organization, and ratifies the same, it becomes liable ;therefor. But the services may be shown to have been gratuitously ‘rendered. Third Ward Bldg. Assn. v. Lotze, 11 W. L. B. 285 (Dist. Ct.). Ritchie v. McMullen, 79 Fed. 523 (C. ©. A. Ohio 1897). D. Liability. Where a corporation is formed merely as an instru- mentality for the accomplishment of an illegal purpose, the promoters may be personally liable. Incorporation is no defense. Brundred v. Rice, 49 O. S. 640 (1892). , Bank v. Trebein, 59 O. S. 316 (1898). Andres v. Morgan, 62 O. S. 236 (1900). E. Liability to purchasers of stock. Several joint promoters .may be liable to purchasers of stock who were induced to purchase by the fraud of one of the promoters. Champney vV. Braun, 23 C. C. n. s. 533 (1912); reversed on other grounds, 91 O. S. 386. Circulars as evidence. See Russell v. Weiler, 7 C. C. n. s. 596 (1905). F. Limitation of action. An action against a promoter for fraud in misrepresenting the value of property sold by him to the corpora- tion is barred in four years from the date of consummation of the sale. Bank v. Raridon, 4 Ohio App. 161; 24 a ag ae i A a affirming, 17 N. P. n. s. 27. G. Contracts with third persons. See below, Transactions before incorporation. IX. TRANSACTIONS BEFORE INCORPORATION. A. With third persons. Until a corporation has been organized ' and directors elected, no one is authorized to bind the eorporation. Contracts made by promoters with third persons are not binding on the corporation. Dayton, ete., Co. v. Coy, 13 0. S. 84 (1861). Mosier v. Parry, 60 O. S. 388, 401, 402 (1899). After organization such contracts may be adopted and ratified by the directors either expressly or impliedly, by accepting the benefits of the transaction. City Bldg. Assn. v. Zahner, 6 W. L. B. 389; 10 Am. L. Ree. 181 (Dist. Ct.). Third Ward Bldg. Assn. ‘v. Lotze, 11 W. L. B. 285 (Dist. Ct.). But if there is a failure to incorporate, or if the corporation does not adopt or ratify such contract, the corporation is not bound, and the promoters may be personally liable. Mosier v. Parry, 60 O. S. 388 (1899). Magill v. Rendigs, 12 L. D. 558 (Cin. Super. Ct. 1902). Validity of charitable bequest to corporation not yet incorporated. See Trustees v. Zanesville, etc., Co., 9 Ohio 203 (1839). B. Agreements between individuals to form a corporation. An agreement between individuals for the formation of a corporation and providing for its future control is valid as between the parties. Doan v. Rogan, 79 O. S. 372, 386 (1909). Provisions in such an agreement are deemed waived by inconsistent provisions inserted by the parties in the charter. Cronin v. Potters Co-op. Co., 29 W. L. B. 52, 56 (Com. Pleas 1892). An agreement by a promoter to employ, or procure a future corpora- G. C. § 8627 OHIO PRIVATE CORPORATIONS. 940 tion to employ, a person is not invalid as an agreement to secure a cor- porate office. ; Magill v. Rendigs, 12 L. D. 558 (Cin. Super. Ct. 1902). Doan v. Rogan, 79 O. S. 372, 386 (1909). -See Mosier v. Parry, 60 O. S. 388 (1899); Mullen v. Gaffery, 8 Am. L. R. 101 (Dist. Ct. 1879). Where the owner of a secret process or formula sold an interest therein to another person, and the formula was deposited in escrow, to be delivered to the secretary of a corporation which the parties agreed to organize for the manufacture of goods by such process, it was held that upon repudiation of the contract by the seller, the purchaser was not entitled to equitable relief and a receiver to ob- tain possession of the formula, the corporation not having been organ- ized. Eckerman v. Hensch, 16 C. C. n. s. 361 (1905). Where persons interested in a proposed corporation hold meetings and effect a preliminary organization, wholly in the interest of such corpora- tion the preliminary organization does not continue as a separate and dis- tinct organization after the corporation is organized. Mulhauser vy. Cleveland Hospital, ete., 21 C. C. 88; 11 C. D. 391 (1900); aff’d, no rep., 66 O. S. 688. xX. INCORPORATION OF PARTNERSHIPS. The entire’plant and assets of a partnership may be purchased by a corporation formed to engage in a like business. As a part of such # transaction it may acquire valid title to property not indispensable for its business, such as a claim for damages to partnership property caused by negligence of other persons. Gas & Fuel Co. v. Dairy Co., 60 O. S. 96 (1899). Where partnership assets, including good will, are sold through a receiver, and the purchaser transfers the same to a corporation, the cor- ‘poration may adopt the name previously used by the partnership. Snyder Mfg. Co. v. Snyder, 54 O. S. 86 (1896). Liability of corporation for the partnership debts. See Andres v. Morgan, 62 O. S. 236 (1900). Right of partnership creditors in property transferred to the corpora- tion. See Bank v. Trebein, 59 O. S. 316 (1898). Liability of partners on stock issued to them for the partnership property at an overvaluation. See Gates v. Tippecanoe Stone Co., 57 O. S. 60 (1897). Sayler v. Simpson, 12 L. D. 148 (Super. Ct. Cin. 1888). Ford v. Lamson, 17 C. C. 5389; 9 C. D. 374 (1899). XI. ULTRA VIRES ACTS. An act of a corporation is ultra vires when it is beyond the chartered powers of the corporation. Railroad Co. v. Furnace Co., 37 O. S. 321, 327 (1881). In determining whether the act is ultra vires regard must be had to its effect and the real object in view. Bank v. Flour Co., 41 0. S. 552, 558 (1885). In applying the doctrine of ultra vires, in a particular case, regard must be had not only to the unauthorized agreement or transaction, but also to the relation which the litigating parties sustain to it. Ehrman v. Ins. Co., 35 O. S. 324, 337 (1880). Gas & Fuel Co. v. Dairy Co., 60 O. S. 96, 106 (1899). A conveyance to a corporation to secure two debts, one valid and the other ultra vires, will be upheld to the extent of the valid : debt. 941 GENERAL CORPORATION LAW. G. C. § 8627 Morris v. Way, 16 Ohio 469 (1847). See also Dayton, ete., Ry. v. P. C. C. & St. L. Ry., 6 C. C. n. 8 537; 15 C. D. 705 (1902); aff’d, no rep., 67 O. S. 523. A. Unauthorized act when incident or part of authorized transac- tion. Acts which would otherwise be ultra vires may be valid when merely incidental to, or forming part of an entire transaction that, in its general scope, is within the corporate powers. Where a corpo- ration purchases the assets and business of a partnership, for its cor- porate purposes, it may acquire a valid title to its outstanding claims, including a claim for damages eaused by negligence, although it would have no general power to purchase claims of that nature. Gas & Fuel Co. v. Dairy Co., 60 O. S. 96 (1899). B. When void. Where there is an absolute. or total want of pow- er in a corporation to deal in respect to.a certain subject, acts done in its corporate name, in regard to such subject, may, as corporate acts, be void for all purposes and as against all persons. Ehrman v. Insurance Co., 35 O. S. 324, 337 (1880). But where the corporation deals with a subject within the scope of its powers, but for a purpose or in a mode not authorized, the act is not necessarily void. Ehrman v. Insurance Co., 35 O. S. 324, 337 (1880). White’s Bank v. Toledo, ete., Co., 12 O. S. 601, 610 (1861). Pickaway Co. Bank v. Prather, 12 O. S. 497, 511 (1861). C.. Effect on corporate existence and valid powers. Ultra vires acts do not per se dissolve a corporation or deprive it of its. valid powers, in the absence of a proceeding by the state for that purpose. Finnell v. Burt, 2 Handy 202 (1856). Benninger v. Gall, 1 C. 8. C. R. 331, 336 (1871). Webb v. Moler, 8 Ohio 552 (1838). Nor does a corporation, by an ultra vires act, lose its de jure existence and become a corporation de facto. Dayton, ete., Ry. v. P. C. C. & St. L. Ry., 6 C. C. ns. 537; 15 Gabi 705 (1902); aff’d, no rep., 67 O. S. 523. D. Contracts performed by one party. Where a contract has been executed and fully performed on the part of the corporation or of the other party, neither may object that the contract or perform- ance is ultra. vires. Larwell v. Hanover, etc., Society, 40 O. S. 274, 285 (1883). Hays v. Galion, etc., Co., 29 O. S. 330, 340 (1876). Armstrong v. Karshner, 47 O. S. 276, 296 (1890). Dayton, ete., Ry. v. P. C. C. & St. L. Ry., 6 C. C. n. 8, 537, 546; 15 C. D. 705 (1902); aff’d, no rep., 67 O. S. 523. Siders v. Gem City Concrete Co., 13 C. Cc. n. gs. 481 (1910). . Newburg Petroleum Co. v. Weare, 27 O. S. 343 (1875). Railway Co. v. Iron Co., 46 Oo. S. 44 (1888). Compare Simpson v. Building, etc., Assn., 38 O. S. 349 (1882). When the contract has been fully performed by the other party, and the corporation has received the benefits, it can not raise the question of ultra vires either as a defense or as a basis for action. Lewis v. Bank, 274 Fed. 587 (C. C. A. 6th Cir. 1921). EB. Guaranty of ultra vires contract. A written guaranty of the performance of a contract is valid, although the contract itself may be void as ultra vires. Zerkle v. Price, 5 N. P. 480; 7 L. D. 465 (C. P.) ! G. C. § 8627 OHIO PRIVATE CORPORATIONS. 942 F. Corporate acts presumed valid. It is presumed that a corpo- ration has acted within its powers, and its contract or note will be presumed to be valid until the contrary is shown. Straus v. Eagle Insurance Co., 5 O. S. 59, 62 (1855). G. Notice of corporate powers. Persons dealing with a corpora- tion are’ charged with notice of the limits of its corporate powers. James v. Cincinnati, etc., R. Co., 2 Dis. 261, 272 (1858). Treadwell v. Commissioners, 11 O. S. 183, 192 (1860). Zabriskie v. Cleveland, ete, R. Co. 64 U. S. (23 How.) 381, 398 (1860). Holmes v. Hayes, 32 W. L. B. 346-348 (Sup. Ct. no rep., 52 O. 8. 617 (1894)). H. Who may object to ultra vires acts. (a) The state may ob- ject to ultra vires acts, by quo warranto. State v. Standard Oil Co., 49 O. S. 187 (1892). State v. Ohio, etc., Co., 6 C. C. 412; 3 C. D. 516 (1892). Miller v. Ratterman, 47 O. S. 141, 165 (1890). State v. Loan Ass’n, 35 O. S. 258 (1879). (b) A stockholder may, by injunction, restrain threatened acts which are not within the express or implied powers of: the corpora- tion. Zabriskie v. Cleveland, ete., R. Co., 64 U. S. (23 How.) 381 (1860). Port Clinton, ete., Co. v. Cleveland, ete., Co., 13 O. S. 544, 561 (1862). Kuhn v. Woolson Spice Co. 13 C. C. 547; 7 C. D. 294 (1897). C. H. & D. Ry. v. Duckworth, 2 C. C. 518; 1 C. D. 618 (1887); affirmed, 21 W. L. B. 36. A stockholder may in federal court enjoin the corporation from a threatened diversion of funds by illegal payment of an unconstitutional tax. Pollock v. Farmers’ Loan & Trust Co., 157 U. S. 429 (1895). Under equity rule No. 27, in such a case the petition must allege that the suit is not a collusive one for the purpose of conferring jurisdiction on the federal court, and also that unsuccessful efforts have been made to induce the corporation to bring the suit, or the reasons for not making such efforts: Wathen v. Jackson Oil Co., 235 U. 8. 635 (1915). A stockholder can not enjoin the payment of the federal income tax, as the income tax act provides a remedy at law, to-wit: the recovery of taxes paid under protest. Straus v. Realty Co., 200 Fed. 327 (1912). A member of a religious corporation may, by injunction, prevent a breach of trust by the corporation or a majority of its members. Wiswell v. First Congregational Church, 14 O. S. 31 (1862). _ But a stockholder must assert his rights promptly upon notice of ths ultra vires act. If he delay until the act has been performed and benefits received thereunder, he will be held to have assented to the act. Will v. Cincinnati Hotel Co., 25 W. L. B. 425 (Cin. Super. Ct. 1891). Sanderson v. Aetna Iron & Nail Co., 34 O. S. 442 (1878). Goodin vy. Cincinnati, ete., Co., 18 O. S. 169 (1869). Chapman v. Mad River, ete, R. Co., 6 O. S. 119 (1856). Baldwin v. Hillsborough R. R., 10 W. L. J. 337 (C. P.). Zabriskie v. Cleveland, etc., R. Co., 64 U. S. (23 How.) 381 (1860). (c) A stranger to the transaction can not question its validity. The maker of a note, payable to a corporation and endorsed to an- 943 GENERAL CORPORATION LAW. G. C. § 8627 other corporation, can not, in an action brought by such endorsee, question the powers of the corporations to make the transfer. Ehrman v. Insurance Co., 35 O. S. 324, 337 (1880). Gas & Fuel Co. v. Dairy Co., 60 O. S. 96, 107 (1899). Bank v. McIntire, 40 O. S. 528, 537 (1884). White’s Bank v. Toledo, etc., Co., 12 O. S. 601, 610 (1861). Pickaway Co. Bank v. Prather, 12 O. S. 497, 511 (1861). Bank v. Water Works Co., 22 C. C. n. s, 529 (1915). Gould v. Union, ete., Co., 8 W. L. B. 281 (Cin. Super. Ct.). (d) Party who has received benefits. Where a contract has been executed and fully performed on the part of one party and the other party has received the benefits, such party can not avoid lability on the ground of ultra vires. This rule applies to the corporation. Hays v. Galion, etc., Co. 29 O. S. 330, 340 (1876). Hill v. Cincinnati Hotel Co., 25 W. L. B. 425 (Cin. Super. Ct. 1891). Norwalk Sgs. Bk. v. Norwalk, etc., Co. 14 C. EPO Gd Gea Dey fs: (1897); aff’d, no rep., 60 O. S. 603. See Herrick v. Wardwell, 58 O. S. 294, 308 (1898). _And to the other party. Newburg Petroleum Co. v. Weare, 27 O. S. 343 (1875). Hamilton, etc., Co. v. C. H. & D. Ry., 29 O. 8. 341 (1876). Allen v. 1 N. B., 23 O. S. 97, 104 (1872). Victoria Bldg. Assn. v. Arbeiter Bund, 6 W. L. B. 823; 10 Am. L. R. 485. Constable Bros. Co. v. Faulhaber, 15 L. D. 700 (C. P. 1904). The party receiving the benefits is estopped from denying the power of the corporation to make the contract. Newburg Petroleum Co. v. Weare, 27 O. S. 343 (1875). Tone v. Columbus, 39 O. S. 281, 308-310. Dayton, ete., Ry. v. P. C. C. & St. L. Ry., 6 C. C. n. 8. 537, 546; 15 C. D. 705 (1902); aff’d, no rep., 67 O. S. 523. (e) Estoppel. The doctrine that a party who has received bene- » fits under a contract is estopped from denying the power of the corpo- ‘tation to make the contract does not in all cases apply to creditors. _As between creditors whose claims are founded on authorized trans- / actions and creditors relying on an ultra vires contract, the former would prevail. Miller v. Ratterman, 47 O. S. 141, 165 (1890). tae Central Trust Co. v. Columbus, etc., Ry., 87 Fed. 815 (1898). A national bank is not estopped, by its purchase and temporary Operation of a street railway, from pleading its want of power to eects. Gress v. Fort Loramie, 100 O. S. 35 (1919); reversing, 21 N. fie. 0. Ss. 81. A corporation, which has made an ultra vires guaranty of the per- ’ formance of a contract by another party, is not estopped from denying its power to give the guaranty, although the party to whom the guaranty ’ was given has performed his part of the contract. Humboldt Min. Co. v. American, etc., Co., 62 Fed. 256; 9 O. F. D. 153 (C. C. A. 1894). I. Personal liability for ultra vires acts. (a) Directors and officers. Where the officers of a corporation transcend the corporate authority they are, under some circumstances, personally liable; but the extent of this doctrine is not clearly defined. Medill v. Collier, 16 O. S. 599, 610 (1866). G. C. § 8627 OHIO PRIVATE CORPORATIONS. 944 See Manufacturers’, etc., Ass’n. v. Lynchburg Drug Mills, 8 C. CG 112; 4 C. D. 352 (1898). oa Where such a liability exists it is not a bar to an action by a creditor ~ on stock subscriptions made by such officers. . Dickason v. Grafton Sav. Bank, 6 C. C. n. s. 329, 335; 17 C. D. 357 © (1905); aff'd, no rep., 76 O. S. 612. See note to § 8674. Irregular or incomplete incorporation. Officers and others actively managing the business of corporations have_ been held personally liable in the following cases: For debts incurred in carrying on a banking business in the corporate name without complying with a statutory condition precedent, where the statute prohibited the carrying on of such business until the condition precedent had been complied with; ig Medill v. Collier, 16 O. S. 599 (1866). ; For debts incurred in the name of a corporation incorporated under a former ‘statute authorizing savings societies, where the trustees made no attempt to organize or conduct it as a savings society, but instead carried on a general banking business: Ridenour v. Mayo, 40 O. S. 9 (1884). On unauthorized bank notes: Kearny v. Buttles, 1 O. S. 362 (1853). Lawler v. Burt, 7 0. S. 340 (1857). For debts incurred’ in the corporate name, where the amount of stock required by law’as a condition precedent to the election of directors and to the transaction of business had not been subscribed. Trust Co. v. Floyd, 47 O. S. 525 (1890). ae es [ee Te (b) Stockholders are not liable unless they engage in or author: ize the prohibited acts. Medill v. Collier, 16 O. S. 599 (1866). Bank v. Hall, 35 O. S. 158, 166 (1878). Paul v. Groene, 4 0. L. R. 632 (Cin. Super. Ct. 1907). . Morrison v. Stevens, 4 O. L. R. 671 (Cin. Super. Ct. 1907). Kearny v. Buttles, 1 O. S. 362 (1853). Rainhard v. Hovey, 13 Ohio 300 (1844). F ail * a a aS ee eae (c) Overissue of bonds. Where a corporation, having power to a issue bonds, issues bonds in excess of the amount allowed by law, the ‘stockholders and directors causing the issue are not liable on the bonds. Raymond v. Spring Grove, ete., Ry., 21 W. L. B. 103. XII. CORPORATE POWERS. A. General rule. A corporation has such powers, and such only (1) as are expressly conferred by the statutes under which it is im corporated, or (2) as are necessary for the purpose of carrying into effect the powers specifically conferred. ; Straus v. Eagle Ins. Co., 5 O. S. 59 (1855). Gas & Fuel Co. v. Dairy Co., 60 0. S. 96 (1899). af Franklin Bank v. Commercial Bank, 36 O. S. 350, 355 (1881)... State v. Eagle Insurance Co., 50 O. S. 252, 267 (1893). Railway Co. v. Iron Co., 46 O. S. 44, 49 (1888). Railroad Co. v. Hinsdale, 45 O. S. 556, 572 (1888). Lessee of Overmyer v. Williams, 15 Ohio 26, 31 (1846). State v. Granville, etc., Soc, 11 Ohio 1, 12 (1841). - Lessee of Kemper v. Cincinnati, ete, Co.; 11 Ohio 392 (1842). State v. Washington, etc., Co., 11 Ohio 96 (1841). Bonham v. Taylor, 10 Ohio 108, 109 (1840). Bank v. Swayne, 8 Ohio 257, 286 (1838). 45 GENERAL CORPORATION LAW. G. C. § 8627 “powers expressly conferred, but comprise all that are necessary 10 the ‘sense of appropriate, convenient and suitable, including the right of reasonable choice of means to be employed. Gas & Fuel Co. v, Dairy Co., 60 :0..S. 96 (1899). State v. Railway Co., 68 O. S. 9, 40 (1903). Railroad Co. v. Furnace Co., 37 O.. 8), 321: :(1881) « Power granted to a corporation to engage in a certain business car- ries with it the authority to act precisely as an individual would act, in carrying on such business, Larwell v. Hanover Sgs. Fund Soc., 40 O. S. 274, 282 (1883). C. Powers outside of Ohio. Foreign corporations in Ohio. Stat- utes conferring corporate powers apply only to domestic corporations. A foreign corporation has only the powers conferred by its charter, although it transacts business in a state where domestic corporations possess other powers. Ewing v. Bank, 43 0. S. 31 (1885). Humphreys v. State, 70 O. S. 67, 83 (1904). Kit Carter Cattle Co. v. McGillin, 21 C. ©. 210; 11 C. D. 413 (1900). A foreign corporation has no greater powers in Ohio than domestic corporations of a like character. G. C. § 5508. See State v. Aetna Life Ins. Co., 69 O. S. 327 (1903). Mannington v. H. V. Ry. Co., 8 O. L. R. 451, 484; 183 Fed. 133; 16 O. F. D. 552 (C. C. Ohio 1910). G. C. § 178. A bank authorized to make loans at a limited rate of interest can not make loans in another state at a higher rate, although the higher rate is valid in such state. Ewing v. Bank, 43 O. S. 31 (1885). D. Burden of proof as to corporate powers. Where a corporation asserts that it is clothed with a given power and the right to exer- cise it, the burden is on it to show where such power and right are derived. State v. Vanderbilt, 37 O. S. 591 (1882). Mannington v. H. V. Ry. Co, 8 O L. R. 451, 472; 183 Fed. 133; 16 O. F. D. 552 (C. C. 1910). E. Statutes conferring corporate powers. Rules of construction. Special charters granted prior to the constitution of 1851 were strictly construed against the corporations and liberally in favor of the public. National Bank v. Insurance Co., 41 0. S. 1, 12 (1884). See Zanesville v. Gaslight Co., 47 O. S. 1, 30-31 (1889). The rule of strict construction is still applied to statutes which grant special privileges or immunities.. Such statutes are held to carry only those privileges and exemptions which are granted expressly and without ambiguity. State v. Eagle Insurance Co., 50 0. S. 252, 267 (1893). State v. Vanderbilt, 37 O. 8. 590, 641 (1882). Debolt v. Ohio, etc., Trust Co., 1 0. S. 563, 573 (1853). Matheny v. Golden, 5 O. S. 361, 417 (1856). ‘ State v. Railway, 12 C. C. n. s, 145, 147 (1909). - _ But the rule of strict construction is not now invariably applied to incorporation statutes in general. Such statutes are under some circum- stances interpreted under the same rules which apply to other statutes. National Bank v. Insurance Co., 41 0. S. 1, 12 (1884). James v. C. H. & D. Ry. Co., 2 Dis. 261, 269, 270 (1858). G. C. § 8627 OHIO PRIVATE CORPORATIONS. _ 946 | Gas & Fuel Co. v. Dairy Co., 60 O. S. 96, 104 (1899). Larwell v. Hanover, etc., Soc., 40 O. S. 274, 285 (1883). Gaff v. Flesher, 33 O. S. 107, 114 (1877). Contra, Humboldt Mining Co. v. American, etc., Co., 62 Fed. 356 (C. C. A. Ohio\ 1894). State v. Railway, 12 C. C. n. s. 145, 147 (1909). : An act of incorporation, like any other statute, should be construed in such a manner as will best answer the intention of the legislature; and all its parts should, if possible, be made subservient to, and in har- mony with, the leading purposes and objects intended to be accomplished. Straus v. Eagle Insurance Co., 5 O. S. 59 (1855). White’s Bank v. Toledo Ins. Co., 12 O. S. 601, 605 (1861). Shoemaker v. Goshen Twp., 14 O. S. 569, 575 (1863). Articles of incorporation should be construed as an entirety; in determining the powers of a corporation, and the powers should not be limited by reading single sentences or clauses and excluding all else. Eaton v. Society, 264 Ill. 88; 105 N. E. 746 (1914). F. Mode of exercise. The mode or manner of exercising corporate powers rests in the sound discretion of the corporate authorities. Railroad Co. v. Furnace Co., 37 O. S. 321 (1881). Gas & Fuel Co. v. Dairy Co., 60 O. S. 96 (1899). Central Trust Co. v. Columbus, etc., Ry. Co., 87 Fed. 815 (1898). G. By whom exercised. (a) Directors. Corporate powers and business are exereised and conducted by the directors or trustees; See § 8660. Bradford Belting Co. v. Gibson, 68 O. 8. 442 (1903). except in certain cases where, by special statutory provisions, action by the stockholders is required. See §§8710 to 8718, 8698, 8700, 8720. (b) Stockholders. Where all or a majority of the stockholders of a corporation do an act designed to affect its property and business, and which, through their control of the corporate agencies, does affect the property and business of the company in the same manner as if done by a resolution of its directors, which act is ultra vires and illegal, and was done individually to conceal the real purpose, the act ~ should be regarded as that of the corporation. State v. Standard Oil Co., 49 O. S. 137 (1892). (c) Who may question. A. Conduct of election. Successive ballots, where no elec- tion on first ballot, p. 997. B. Election of part of board, p. 997. C. Right to fair election, p. 997. D. Unfair elections, p. 997. E. Repeating, p. 998. F. Injunction against voting of stock, p. 998. G. Injunction against election, p. 998. H. Validity of election. How determined. (a) Quo warranto, p. 998. (b) Injunction against illegal directors, p. 998. (c) Collateral attack, p. 999. (d) Corporate récord or minute book as evidence, p. 999. ; I. ‘“‘ANNUAL MEETING’’ AND ‘‘ANNUAL ELECTION.’’ The terms ‘‘annual meeting’’ and ‘‘annual election’’ are used in- terchangeably in. this section. In general the term ‘‘annual meeting’’ includes the ‘‘annual election.’’ State v. Burial Assn., 8 C. C. n. s. 233, 250; 18 C. D. 397 (1906) ; : Dismissed by Supreme Court for want of jurisdiction; 4 O. L. R. 08). Il. TERM OF OFFICE OF DIRECTORS. RESIGNATION. RE- MOVAL. VACANCIES. _ A. Term. The term of directors chosen at the first election con- tinues until the time fixed for the annual election. § 8635. The term of directors elected at an annual meeting is one year. Lutterby v. Herancourt Brewing Co., 12 L. D. 67 (Super. Ct. Cin 1901). | Toledo Co. v. Smith, 205 Fed. 643, 647 (D. C. 1913). State v. Clough, 18 C. C..n. s. 509 (1912); aff’d, no rep. 88 O. S. 590. See §§ 9646 and 9515 for terms of office of directors of building and loan associations and certain insurance companies. G. C. § 8647 OHIO PRIVATE CORPORATIONS. 992 Where no election is held at the time fixed for the annual meeting, or if an attempted election is held invalid, the directors previously elected hold over and continue in office until their successors are legally elected and qualified. State v. Bonnell, 35 O. S. 10, 17 (1878). . State v. Smalley, 7 C. C. 400; 4 C. D. 653 (1893). See Bartholomew v. Bentley, 1 O. S. 37, 42 (1852). And the hold-over board may elect new executive officers, under G. C. § 8664. State v. Clough, 18 C. C. n. s. 509 (1912); aff’d, no rep. 88 O. 8S. 590. ; The term of office of a director can not be shortened by a decrease in the number of the directors made after his election. Lutterby v. Herancourt Brewing Co., 12 L. D. 67 (Super. Ct. Cin. 1901). Nor can his term be shortened by an amendment to the corporate regulations, advancing the date of the annual election, to go into im- mediate effect. Toledo Co. v. Smith, 205 Fed. 643. (D. C. 1918). But the office of trustee of a church is not one coupled with such an interest that the members can not terminate the tenure of office. Munsel v. Boyd, 10 C. C. n. 8. 121, 127; 20 CG DELSASC LOOT): B. Resignation. A director may resign at any time, although un- der the statute his term of office is for one year. Such resignation may be either oral or in writing. _ Briggs v. Spaulding, 141 U. 8. 132, 154 (1891). Where a corporation is insolvent and has transacted no business for a number of years, directors elected before business was discontinued are presumed to have abandoned or resigned their offices, notwithstanding the provision that they shall continue in office until their successors are elected. Bartholomew v. Bentley, 1 O. S. 37 (1852). C. Removal. An officer can not be removed during his term of office unless the right of removal is reserved in the regulations, or ul- less the removal is for cause, such as embezzlement, breach of trust, ete. State v. Bryce; 7 Ohio, pt. 2, p. 83 (1886). 7 Lutterby v. Herancourt Brewing Co., 12 L. D. 67 (Super. Ct. Cin. 1901). State v. Railway Co., 6 C. C. 412; 3 C. D. 516 (1892); s. ¢., 49 O. 8. 668. 17 W. L. ‘B. 130 (article by W. E. Talcott). ‘Compare Munsel v. Boyd, 10 C. C. n. s. 121, 127; 20 C. D. 182 (1907). Regulations can not be adopted authorizing the removal, at stock- holders’ meetings, of officers. or employes chosen. or appointed by the directors nor to arbitrarily remove directors. Directors are entitled tu hold office for the term for which they are elected, unless removed for cause upon notice and hearing. Toledo Co. v. Smith, 205 Fed. 643 (D. C, 1913). Where an officer disposes of his stock in the corporation he becomes disqualified. ’ G. C. § 8661. . But where he continues to act, he is recognized as a de facto officer, and his acts as to third persons held valid. Campbell Ptg. Press Co. v. Bellman Bros. Co., 11 C. C. 360; 5 C. D: 389 (1896). D. Vacancies caused by resignation, death, ete., may be filled by { 993 GENERAL CORPORATION LAW. G. C. § 8647 ¢he remaining directors for the unexpired term unless the by-laws otherwise provide. G. C. § 8662. ti. RIGHT OF STOCKHOLDERS TO HAVE ANNUAL ELECTION. The right of stockholders to elect directors is not affected by the sale of the corporate property by a receiver under order of court. State v. Merchant, 37 O. S. 251 (1881). See Lutterby v. Herancourt Brewing Co., 12 L. D. 67, 75 (Super. Ct. Cin. 1901). Neither the incorporators nor the first trustees of a corporation not for profit are authorized to adopt a by-law or regulation providing that the trustees shall hold office during life and, in case of vacancy, to fill the same by appointment, The members or stockholders are the elective and controlling body. State v. Standard Life Assn., 38 O. S. 281 (1882). See Wiswell v. First, ete., Church, 14 0. S. 31 (1862). Iv. REMEDY TO COMPEL OFFICERS TO CALL MEETING. Injunction is the proper form of remedy to compel corporate of- ficers to call a stockholders’ meeting. State v. Unida, ete. Co., 13 C. OC. n. s. 100; 22 C. D. 54 (1910). See Cincinnati, etc., Co. v. Hoffmeister, 62 O. S. 7189 (1900). Mandamus is not a proper remedy. State v. Unida, ete., Co., 18 C. C. n. s. 100; 22 C. D. 54 (1910). Fraternal Mystic Circle v. State, 61 O. S. 628: (1899). Vv. TIME FOR ANNUAL ELECTION. A. First Monday in January. The provisions of this section fixing the time for annual elections is directory merely and not imperative. State v. Lakamp, 4 C. C. 257; 2 C2 Dips (L882). This section applies to corporations not for profit as well as to cor- porations for profit. State v. Standard Life Assn., 38 O. S. 281, 289 (1882). B. Other date provided in regulations. Where the corporate regu- lations provide for an “annual meeting” at a time other than the first Monday in January, the time for the “annual election” is thereby changed, and the election should be held at such annual meeting. State v. Burial Assn., 8 ©. C. n. s. 233, 250; 18 C. D. 397 (1906); (Dis. by Sup. Ct. for want of jurisdiction, 4 On taa Re iZO8i)i Regulations which have not been properly adopted are not effective to change the time of election, from the first. Monday in January. State v. Burial Asén., 8 CO. C. n. s. 233, 249; 18°C. D. 397 (1906). The term of office of a director can not be shortened by an amend- ment to the regulations, to go into immediate effect, advancing the date of the annual election. Toledo T. L. & P. Co. v. Smith, 58 Bull 201 (U. S. D. C. 1913). Where no election was held on the date fixed by corporate regulations, which provided that in such case the directors should fix the time for a special election, the fact that the president fixed the time and sent out notices, which action was ratified by the directors, does not invalidate the special election. Lutterby v. Herancourt Brewing Co., 12 L. D. 67 (Super. Ct. Cin. 1901). G. C. § 8647 OHIO PRIVATE CORPORATIONS. 994 VI. PLACE OF ANNUAL MEETING. The place of holding the annual meeting may be ‘fixed in the regu- lations. State ex rel. v. Shaw, 103 O. S. 660 (1921); State v. Kreut- zer, 100 O. 8S. 246 (1919). VII. NOTICE OF MEETINGS. A. In general. Where a meeting is stated and general, as where the time and. place are provided for in the regulations, notice to the _ Stockholders need not be given, unless the regulations provide for notice. State v. Kreutzer, 100 O. S. 246 (1919); State v. Clough, 18 C. C. n. s. 342 (1912); aff’d, no rep. 88 O. 8. 590; State v. Bonnell, 35 O. S. 10, 15 (1878); Wiswell v. First, ete., Church, 14 O. 8S. 31 (1862). An adjourned meeting is merely a continuation of the original meet- ing, and where the original meeting was properly commenced any business - proper to be transacted thereat may be done at an adjourned meeting without further notice to the stockholders. State v. Bonnell, 35 O. S. 10, 16 (1878). Wiswell v. First, ete., Church, 14 O. S. 31 (1862). See State v. Smalley, 7 C. C. 400; 4 C. D. 653 (1893). Notice need be given only to stockholders of record. § 8673-3; Railway Co. v. Bank, 68 O. S. 582 (1903); In re Mfg. & Sales Co., 246 Fed. 1005;' 16 O. L. R. 163 (D. C: Ohio’ 1917). When a regularly convened annual meeting has been adjourned by action of a majority of the shares represented thereat to a future date subject to call, stockholders may not under § 8647 legally call another meeting during the interim between the annual meeting and the adjourned session. State ex rel. v. Shaw, 103 O. S. 660 (1921). B. Failure to give notice. Where notice is required to be given, persons elected trustees or directors at a meeting of which no notice was given may become directors de facto. First, etc., Soc. v. First, etc., Soc., 25 O. S. 128, 133 (1874). And the validity of their election can not be questioned collaterally. Chamberlain v. Painesville, etc., R. Co., 15 O. S. 225, 250 (1864). Stockholders may be estopped from setting up irregularities in eall- ing or giving notice of meetings. , Lutterby v. Herancourt Brewing Co., 12 L. D. 67 (Sup. Ct. Cin. 1901). State v. Lakamp, 4 C. C. 257; 2 C. D. 533 (1889). C. Notice of special meeting under § 8647. ‘‘Publication for ten days’’ means that the publication must continue for ten days. If the newspaper is a daily paper, the notice must be inserted daily for ten days. If the newspaper is a weekly paper, the notice must be in- serted in each issue during the ten-day period. State v. Shaw, 103 O. S. 660, 665 (1921). The ten days notice of special meetings required by § 8647 applies only to notice by publication, and does not apply where the corporate regulations provide for notice by mail. A provision in the corporate regulations for five days’ notice by mail is valid. Toledo Co. v. Smith, 205 Fed. 643, 660 (D. C. 1913). VIII. ADJOURNMENT OF MEETING. An adjourned meeting is a continuation of the original meeting. State v. Bonnell, 35 O. S. 16 (1878). The stockholders, by majority vote, may adjourn the meeting. State v. Shaw, 103 O. S. 660 (1921). The directors have no power to postpone a meeting. State v. Kreutzer, 100 O. S. 246 (1919). ane 995 GENERAL CORPORATION LAW. G. C. § 8647 IX. QUORUM. The stockholders may adopt a regulation providing for the num- ber of stockholders constituting a quorum. § 8704; State v. Shaw, 103 O. S. 660 (1921). Where there is no regulation on the subject, the stockholders pres- ent in person or by proxy may elect officers and transact business al- though a majority of the stock is not represented. Lutterby v. Herancourt Brewing Co., 12 L. D. 67, 72, 73 (Super Ct. Cin. 1901). xX. WHO MAY VOTE STOCK. A. Registered holders. In general only the person in whose name stock is registered on the books of the corporation is entitled to vote, although he is only a trustee. Officers in charge of the election can not take notice of the right of third persons in the stock. Hafer v. N. Y., ete, R. Co., 14 W. L. B. 68, 72 (Super. Ct. Cin. 1885). Franklin v. Commercial Bank, 36 O. S. 350, 355 (1881). See §§ 8642, 8643, 8673-3. Closing of transfer books prior to election. See § 8642. B. Stockholders in default for installment on stock. No person may vote on any stock on which an installment is due and unpaid. See § 8636. Telephone Co. v. Cincinnati, 73 O. 8. 64, 77 (1905). But persons elected by such votes are de facto directors and their acts can not be attacked collaterally; Raymond vy. Spring Grove, ete., Ry. Co., 21 W. L. B. 103 (Super. Ct. Cin. 1889). except by a defendant in an appropriation proceeding. Cemetery Assn. v. Traction Co., 93 O. S. 161 (1915). Telephone Co. v. Cincinnati, 73 O. S. 64, 77 (1905); affirming, 2 N. P. n. §.° 349. C. Treasury stock can not be voted while held by the corporation. Allen v. De Lagerberger, 20 W. L. B. 368 (Super. Ct. Cin. 1888). Ryan v. Miami Valley R. Co., 10 Am. L. R. 263, 267 (C. P. 1881). But where the directors pledge treasury stock to secure a corporate loan, they may give pledgee the right to vote thereon. | Allen v. De Lagerberger, 20 W. L. B. 368 (Super. Ct. Cin. 1888). D. Corporation holding stock. A corporation, empowered to own stock, has an incidental right to vote it. Toledo Co. v. Smith, 205 Fed. 643, 653 (D. C. 1913). A corporation holding stock may, by power of attorney, authorize an agent to vote the same. Toledo Co. v. Smith, 205 Fed. 648, 653 (D. C. 1913). E. Preferred stockholders have equal voting right with common stockholders unless such voting rights are restricted by the terms of 22). of the preferred stock. State v. Urschel, 104 O. S. 172 Preferred stock may, by the terms of. its issue, be given exclusive voting rights. Krell v. Piano Co., 23 N. P. n. s.. 193 (1920); aff’d, 14 Ohio App. 74; motion to certify record overruled, 19 O. L. R. 125; Opins. Atty. Gen. 1919, p. 138. F. Proxies. Stockholders may vote by proxy. One person may act as proxy for a number of stockholders. G. C. § 8647 OHIO PRIVATE CORPORATIONS. 996 Railway Co. v. State, 49 O. S. 668 (1892); affirming 6 C. C. 413; 3 C. D. 518. See § 8636. A written proxy may be revoked at any time by the stockholder al- though by its terms “irrevocable.” Griffith v. Jewett, 15 W. L. B. 419 (Super. Ct. Cin. 1886). But where an ‘‘irrevocable’’ proxy was given as a condition to loans being made to the corporation and additional capital raised, the stockholder who gave the proxy and his assigns may not be entitled to revoke it. Craig v. Furnace Co., 19 N. P. n. 8s. 545 (1917). The holder of a proxy, in general, has discretionary power to vote as he deems best. Burch v. Coan, 17 L. D. 717 (Super. Ct. Cin. 1907). But a proxy given by an executor is not valid unless it contains express instructions for whom the votes shall be cast, leaving no dis- eretion to the holder of the proxy. State v. Voight, 2 Ohio App. 145; 17 0. OC. n. s. 448 (1913). A proxy which merely directs the holder :to vote for certain’ specified men, as directors, does not authorize its holder to vote on any other question—even on a motion to adjourn the meeting. State v. MeIntosh, 23 ©. ©. n. s. 305 (1912). An infant can not give a valid proxy. State v. Voight, 2 Ohio App. 145; 17 C. C. n. s. 448 (1913). An officer or director of the corporation may act as proxy. Rep. Atty. Gen. 1912, p. 681. A regulation of a corporation, requiring proxies to be deposited with the secretary at least one day before the time set for the an- nual meeting, is valid. Rep. Atty. Gen. 1913, p. 798. Where the secretary of a mutual insurance company obtains proxies from policyholders, he is not obliged to vote the same for the ola direc- — tors, nor can the board control him in voting the proxies, unless the prox- ies were obtained under representations to that effect. Burch v. Coan, 17 L. D. 717 (Super. Ct. Cin. 1907). G. Sale of voting rights. A sale by a stockholder of the right to vote his stock is illegal. Hafer v. N. Y., ete., R. Co., 14 W. L. B. 68 (Super. Ct. Cin. 1885). H. Voting trusts. Stock pooling agreements. Where stockholders place their certificates of stock in the possession of a depositary, with instructions to vote as directed by a committee of the stockholders ap- pointed by themselves; or where the certificates are deposited with trustees who are empowered to vote the stock, the validity of the agreement depends upon its purpose. If the purpose is a lawful one, the agreement is valid. Railway Co. v. State, 49 O. S. 668 (1892); affirming 6 C. C. 415; 3 C.D. 618; Toledo Company v. Smith, 205 Fed. 643, 653 (D. C. 1913). Griffith v. Jewett, 15 W. L. B. 419 (Super Ct. Cin. 1886). Article by William P. Rogers, 7 O. L. R. 561 (1910). But if the purpose is unlawful, as for instance tending to create a monopoly, the agreement is invalid. State v. Standard Oil Co., 49 O. S. 137 (1892). But even a yalid voting trust agreement may be revoked at any time by any one of the stockholders notwithstanding it is in terms “irrevocable.” Griffith v. Jewett, 15 W. L. B. 419 (Super Ct. Cin. 1886), Where stockholders entered into a pooling agreement, but for years ignored its existence, it was held that one of such stockholders who purchased stock in violation thereof and refused to pool it, ‘could : ‘ - a 997 GENERAL CORPORATION LAW. G..C.i§ 8647 not compel the other parties to perform. Metzler v. Laundry Co., 24 Cc. O. n. s. 74 (1904). Common law joint stock company, or voluntary association, as a means of maintaining stock control. See article by William P. Rogers, 7 O. L. R. 561/(1910). Cook on Corporations, § 622h. I. Agreements to elect certain persons directors or officers. An agreement between individuals to form a corporation, providing for its future management and control, and specifying the future directors and officers and their compensation, is not void or illegal, where the parties to the contract subscribe for and own all the stock of the corporation. Doan v. Rogan, 79 O. S. 372, 386 (1909). See Mullen v. Gaffey, 8 Am. L. R. 101 (Dist. Ct. 1879). State v. Ry. Co., 6 C. C. 415; aff’d in 49 O. S. 668. And where in an agreement between individuals it is provided that ,one of the parties shall be employed for a specified time at a stipulated salary by the other parties, or by a corporation to be thereafter or- ganized by them, on breach of such agreement an action for damages may be maintained against the individuals in default. Doan v. Rogan, 79 O. S. 372 (1909). Magill v. Rendigs, 12 L. D. 558 (Super. Ct. Cin. 1902). See Mosier v. Parry, 60 O. S. 388 (1899). But where there are other stockholders who are not parties to the agreement, or where the corporation is not a private business corporation but is one in which the public has an interest (such as an educational corporation), an agreement by a director or by one or more stockholders owning a majority of the stock to elect another person to a salaried corporate office is void as against public policy. Jones v. Scudder, 2 C. S. C. R. 178 (1872). West v. Camden, 135 U. S. 507 (1890). Subscription to stock on condition that subscriber be employed by corporation, Remedy for breach of condition. See Stunt v. Newark, etc., Co., 22 C. C. 120; 12 C. D. 175 (1901); aff'd, 67 O. S. 555. é XI. ELECTIONS. A. Conduct of election. Successive ballots, where no election on first ballot. In the case of a tie on the first ballot, stockholders have a right to ask for successive voting until it is demonstrated that further balloting is futile. The chairman has no right to deny a call for successive voting. Where in such a case one faction does not exercise its privilege, while the other faction continues to vote and, by cumulative ballots, elects other directors, the former faction can not question the validity of the election. State v. Du Brul, 100 O. 8. 272 (1919). B. Election of part of board. Where a corporation has five directors, the election of four persons entitles them to be inducted into office in the place of the former board of five. State v. Du Brul, 7100 O, S. 272 (1919). C. Right to fair election. A stockholder has a right to a fair and lawful election of directors, without regard to pecuniary injury. _ Hafer v. N. Y., ete., R. Co., 14 W. L. B. 68, 71 (Super. Ct. Cin. 1885). _ D. Unfair elections. Where a corporation was enjoined from hold- ing an election on the day specified in the notice of the annual meeting, > ae G. C. § 8647 OHIO PRIVATE CORPORATIONS. 998 in consequence of which no meeting was held until several hours after the hour specified, when a small number of stockholders, without the knowledge of the others, met and adjourned until the next day, at which time an election was held by a minority, without notice to others who might readily have been notified, the election was held to be untair and invalid. State v. Bonnell, 35 O. S. 10 (1878). Where a part of the stockholders assembled, but adjourned by agree- ment, and by a misunderstanding as to the time of the adjournment a minority met and elected directors, and subsequently the majority met and elected other directors, it was held that neither election was valid. State v. Smalley, 7 C. C. 400; 4 C. D. 653 (1893). Fraud by a managing officer of an insurance company in bringing about, through a misuse of proxies, an election of directors friendly to his interests, renders such election unfair. Burch v. Coan, 4 O. L. R. 731; 17 L. D. 563 (Super. Ct. Cin. 1907). E. Repeating. To vote more than once at a corporate election is* not a penal offense. Lane v. State, 39 O. S. 312 (1883). F. Injunction against voting of stock. Where stock of a railroad company is illegally held by another railroad company, the voting of euch stock may be enjoined by the suit of another stockholder. Mannington v. H. V. Ry. Co., 9 N. P. n. 8. 641, 687; 20 L. D. 468 _ (C. P. 1910); removed to U. S. Ct., see 183 Fed. 133; 8 U. L. Re 451; 16 O. F. D. 552. Gould v. Railway, 10 N. P. n. s. 313 CCE PLO Lae Likewise where stock is held by a trustee under an illegal agree- ment, in the interest of another corporation, the voting rights thereon having been sold. Hafer v. N. Y., ete. R. Co., 14 W. L. B. 68 (Super. Ct. Cin. 1885). See Allen v. De Lagerberger, 20 W. L. B. 368 (Super. Ct. Cin. 1888). In a suit to enjoin a stockholder from voting stock, such stock- holder -is a necessary party. General Co. v. Railway, 250 Fed. 160 (1918). G. Injunction against election. Where there is a dispute as to whether a vacancy exists in the board of directors, it being claimed that one director has never been a stockholder, the holding of a special election to choose his successor will not be enjoined. His remedy is” ~ quo warranto after the election. Hooe v. Hall, 9 C. C. 654; 4 C. D. 547 (1893). H. Validity of election. How determined. (a) Quo warranto. In general the proper proceeding to test the validity of an election of directors is a proceeding in quo warranto. §§ 12303, 12318, 12319. Hullman v. Honcamp, 5 O. S. 237 (1855). Presbyterian Soc. v. Smithers, 12 O. S. 248 (1861). See State v. Bonnell, 35 O. S. 10 (1878). Where an election is held invalid the court may, in its discretion, © order a new election. § 12319. Henderson v. Hogan, 1 W. L. B. 227 (Dist. Ct. 1876). X (b) Injunction against illegal directors. Where the sole object of a suit is to test the legality of an election, it must be by proceedings 999 GENERAL CORPORATION LAW. G. C. § 8647 in quo warranto, and a suit for injunction or other suit in equity will ‘not lie. Hullman v. Honcamp, 5 O. S. 237 (1855). Hooe v. Hall, 9 C. C. 654; 4 C. D. 547 (1893). Messenger v. Wardens, 6 W. L. B. 397 (G.7 Pi 188k), A restraining order may be granted, during the pendency of a quo ‘warranto proceeding, to restrain a taking possession of the office by other than legal means. Hooe v. Hall, 9 C. C. 654; 4 C. D. 547 (1893). : But the validity of an election may bé determined in an injunction suit, or other suit in equity, where other and proper equitable relief is ‘sought in the suit; as where the plaintiffs are members of a corporation not for profit and are wrongfully excluded from the use and enjoyment of the corporate property or privileges by persons claiming to be directors, but whose election was void or illegal. Munsel v. Boyd, 10 C. C. n. s. 121; 20 Cer Soy (90%): Bartholomew v. Lutheran Cong., 35 O. 8. 567 (1880). See Presbyterian Soc. v. Smithers, 12 0. 'S. 248. Messinger v. Wardens, 6 W. L. B. 397 (Ci. P. 1881): Or where the suit seeks to set aside a fraudulent contract made by directors whose election was brought about by fraud. Burch v. Coan, 4 O. L. R. 731; 17 L. D. 563, 717 (Super. Ct. Cin. 1907). Or where the right of directors to represent the corporation arises incidentally in the course of an action. Lutterby v. Herancourt Brewing Co., 12 L. D. 67 (Super Ct. Cin. 1901). In such case the court may enjoin the persons illegally elected from interfering with the lawful directors in possession and control of the corporate property. Bartholomew v. Lutheran Cong., 35 O. 8S. 567 (1880). Munsel v. Boyd, 10 C. C. n. s. 121; 20 C. D. 182 (1907). Although it may not render a judgment of ouster against the illegal directors. Burch v. Coan, 4 O. L. R. 731; 17 L. D. 563 (Super. Ct. Cin. 1907). _ In federal courts it has been held that the remedy in equity may be invoked where the interests affected by the litigation would suffer by the delays incident necessary to a quo warranto proceeding. Toledo Co. v. Smith, 205 Fed. 643, 662 (D. C. 1913). (c) Collateral attack. The title of de jure directors can not be questioned in a collateral proceeding. The acts of de facto directors are, as to third persons, valid, although they may have been elected by illegal votes. Presbyterian Soc., etc., v. Smithers, 12 O. S. 248 (1861). Chamberlain v. Painesville, ete., Co., 15 O. S. 225, 250 (1864). Ehrman v. Ins. Co., 35 O. S. 324, 339. Harrison v. Ellis, 15 L. D. 501 (C. P. 1905). Raymond v. Spring Grove, etc., Ry. Co., 21 W. L. B. 103 (Super. Ct. Cin. 1889). In a collateral proceeding the court may, however, determine who are the de facto directors. Presbyterian Soc. v. Smithers, 12 O. S. 248, 251 (1861). (a) Corporate record or minute book as evidence. The records of a corporation are the best evidence of its officers, but it is competent to prove the existence of such officers by other evidence. State v. Buchanan, Wright 233 (1833). See Stillwater Turnpike Co. v. Coover, 25 O. 8. 558 (1874). Toledo, ete., Co. v. Toledo, etc., Co., 12 C. C. 367; 5 C. D. 643 (1893). - ve o « &. G. C. § 8648 OHIO PRIVATE CORPORATIONS. 1000 © Section 8648. (Life of corporations to deal in real estate; renewal of such charters’) A corporation formed to buy or sell real estate, shall expire by limitation in twenty-five years from the date on which its articles of incorporation were is- sued by the secretary of state unless before twenty-four years from the date on which such articles were issued the corpo- ration shall file with the secretary of state a certificate that a meeting of its stockholders called for the purpose of con- sidering a renewal of the charter three-fourths of all the votes east. at the meeting were in favor of a renewal of the charter in which case the corporation may continue with the same powers and subject to the same obligations as when orig-— inally created for an additional period of twenty-five years and the secretary of state shall issue a certificate of renewal of its articles of incorporation for such period. Ten days’ notice of the time and place of holding such meeting and the object thereof shall be given by registered letter con- taining a written or printed notice addressed to each of the persons in whose names the stock of the corporation stands on its books and also by like notice published in some news- paper in the city or village where the corporation has its principal office or place of business. When all the stock- holders are present at such meeting in person or by proxy, notice may be waived in writing. For each share of stock on which all the installments called for by the board of directors are paid the holder thereof shall be entitled to one vote and the voting shall be by ballot cast in person or by proxy. (109 v. 197; R. S. See. 3235; May 12, 1902, 99 v. 623; March 22, 1900, 94 v. 65; April 6, 1894, 91 v. 126; April 20, 1893, 90 v. 205; R. 8. 1880.) For powers of building companies to acquire and hold real estate for office, hotel, factory, ete., buildings see § 10210. A corporation formed for the purpose of dealing in real estate is necessarily for profit and can not be organized without a capital stock. State v. Home Co-op. Union, 63 O. 8. 547 (1900). A foreign corporation organized to deal in real estate may be ad- mitted to do business in Ohio, but the application for admission should expressly limit its life in Ohio to twenty-five years. 5 Opins. Attys. Gen. 1002. Although not expressly required by statute, it is proper that the articles of an Ohio corporation formed to deal in real estate should ex- pressly limit its life to twenty-five years. The omission of such @ limitation from the articles, however, does not invalidate the articles nor authorize the secretary of state to refuse to file the same. Rep. Atty. Gen. 1911-1912, pp. 71, 61. A real estate company may not, by amen/lment to its articles, acquire the powers of a building company under § 10210. Rep. Atty. Gen. 1908-1909, p. 78. At the expiration of twenty-five years (or, if extended, fifty years) 1001 GENERAL CORPORATION LAW. G.C. § 8651 a real estate corporation is ipso facto dissolved and should be wound up under § 8742 et seq. . People v. Anderson, ete, Road Co., 76 Cal. 190. La Grange, ete., R. Co. v. Rainey, 7 Colw. (Tenn.j 420, 432 (1870). Scanlan v. Crawshaw, 5 Mo. App. 337. (1878). See Myers v. Lucas, 16 C. C. 545; 8 C. D. 431 (1898) ; reversed on other grounds, 63 O. S. 101. A corporation not for profit, organized for social and gymnastic purposes, which owns a pbuilding where societies meet for such pur- poses, and a part of which is rented, does not, because of such own- ership, become a real estate corporation. Its life is not limited to twenty-five years. Becker v. Germannia Co., 22 C. C. n. s. 395 (1908). There is no limit to the amount of land which a real estate com- pany may hold. x Market St. Ry. Co. v. Hellman, 109 Cal. 571. Leases for more than twenty-five years under former law. See Beckett Paper Co. v. Hamilton, etc., Co., 18 C. C. 200; 10 C.D. 57. Section 8649. (Procedure if real estate not disposed of in twenty-four or forty-nine years.) If within twenty-four years from the date of its articles, or forty-nine years from such date if its articles are extended, the real estate of such corpo- ration is not wholly disposed of, its directors shall at once bring an action against it, and the owners of liens upon. such real estate, in the common pleas court of the county wherein such realty is situated, by filing a petition praying for ‘its sale as therein described. Should the board not begin such action within sixty days after such twenty-four years, or forty-nine years if the articles are extended, expire the prose- euting attorney of the county in which the realty is situated, on the expiration of the sixty days at once shall begin and prosecute it. (109 v. 198; R. S. Sec. 3285; May 12, 1902, 95 v. 623; March 22, 1900, 94 v. 65; April 6, 1894, 91 v. 126; April 20, 18938, 90 v. 205; R. S. 1880.) _ Section 8650. (Service of summons, sale and distribu- tion.) Service of summons upon the defendants, appraise- ment and sale of such real estate, and distribution of the proceeds of the sale shall be made as provided in actions of foreclosure of mortgages and marshalling liens. The court may allow the plaintiff, in case he be the prosecuting attor- ney, a just attorney fee, to be taxed with the costs of the action. (R. S. Sec. 8235; May 12, 1902, 95 v. 623; March 22, 1900, 94 v. 65; April 6, 1894, 91 v. 126; April 20, 1893, 90 v. 205; R. S. 1880.) Section 8651. (Articles of incorporation not for profit.) An association of five or more persons, resident of this state, who are associated not for profit, but as the principal or G. C. § 8653 OHIO PRIVATE CORPORATIONS. 1002 ruling organization over subordinate organizations, asso- | ciated, not for profit, and having a definite location or place of business in the state, may be incorporated, having its location or principal place of business therein, without nam- ing in its articles of incorporation a permanent place where it is to be located, or its principal business transacted; but it must name therein the place where it is to be located, or its principal business transacted at the time of incorporation, with the name and places of residence of its then principal officers. (R. S. Sec. 3286; April 10, 1889, 86 v. 224; April 16, 1885, 82 v. 184; R. 8. 1880.) Articles of incorporation under this section must state the names and residences of the principal officers. Rep. Atty. Gen. (1908-1909), 57. Section 8652. (Duties of officers when location is changed.) When such association changes its location, or the place where its principal business is transacted, its principal officer, under its seal, if it has one, countersigned by the officer acting as secretary of such association, shall certify the place then selected as its location, or where its principal business is to be transacted, with the name of its principal officers, and their places of residence, to the secre- tary of state of Ohio, which certificate he shall record for public use in the records of his office. (R. S. See. 3236; April 10, 1889, 86 v. 224; April 16, 1885, 82 v. 134; R. S. 1880.) Section 8653. (Members of corporation not for profit.) The subscribers to articles of incorporation for a purpose other than profit, shall have them copied into a book they provide, which shall be the property of the corporation. Any person who has the qualifications which the corporate body prescribes, may become a member thereof by signing his name to such eopy. (R. S. See. 3241; March 16, 1887, 84 v. 85; May 15, 1886, 83 v. 168; R. S. 1880.) Whether compliance with this section is indispensable to legal organ- ization of the corporation quaere. State v. Burial Assn., 8 ©. C. n. s, 233, 248, 249; 18 C. D. 397 (1906) ; (Dismissed by Sup. Ct. for want of jurisdiction, 4 O. L. R. 708). This section applies to religious societies. 3 Opins. Attys. Gen. 333. Contract of membership, what constitutes. See notes to §§ 9468 and 9427. Corporations not for profit, such as hospitals, country clubs, ete. which regularly employ five or more workmen, are ‘‘employers’’ with- in the meaning of the workmen’s compensation law. Rep. Atty. Gen. 1914, p. 292. 1003 GENERAL CORPORATION LAW. G. C. § 8653 Articles of incorporation. The articles of incorporation of a social club should not include in the purpose clause the terms “for mutual pro- tection and relief,’ as such terms are used in the statutes to describe certain insurance business. Rep. Atty. Gen. 1911-1912, p. 65. Property rights of members. A member of a corporation not for profit has no severable right in its property but merely the enjoyment and use of it while he remains a member. On his withdrawal or expulsion he is not entitled to a proportionate share of the property. Hershiser v. Williams, 24 W. L. B. 314; 4 L. D. 17 (1890) ; affirmed, 6 C. C. 147; 3 C. D. 389 (1892); 53 O. S. 663. Gasely v. Separatists Soc. of Zoar, 13 O. S. 144 (1862). Wiswell v. First Cong. Church, 14 O. S. 31 (1863). Secession. Members who secede from a corporation not for profit forfeit all right to its property. But the members may, by agreement, separate into two bodies and divide the property. Wiswell v. First Cong. Church, 14 O. 8. 31 (1863). M. E. Church v. Wood, 5 Ohio 283 (1831). Ex parte Shoup, 16 W. L. Boule “Gs be) Rike v. Floyd, 6 C. C. 80 (1891); aff'd, no rep., 53 O. S. 653. Sale of real estate. The trustees of a religious society have no power to dispose of its real estate without the consent of its members and without authority of court under § 10051. South Kenton, ete., Assn. v. Espy, 17 C. C. 524; 9 C. D. 695 (1899). Liability of members. Members of a corporation not for profit are not individually liable for its debts. See § 8666. Myers v. Jenkins, 63 O. S. 101 (1900). EXPULSION OF MEMBERS. Power of corporation to expel. A corporation not for profit has in- herent power to expel a member for conduct detrimental to its welfare. State v. Aurora Relief Soc., 2 W. L. B. 125 (Dist. Ct. 1877). Hershiser v. Williams, 24 W. L. B. 314; 4 L. D. 17 (1890); affirmed, 6 C. C. 147; 3 C. D. 389; 53.0. S. 663. State v. Society, 8 Am, L. R. 627; 5 W. L. B. 124. Blumenthal v. Cincinnati Chamber of Commerce, 9 W. L. B. 76 (Dist. Ct.) ; affirming 7 W. L. B. 327. When organized with a capital stock a corporation not for profit may expel a member who is a stockholder. Cheney v. Ketcham, 5 N. P. 139, 140; 7 L. D. 183. A corpoMition for profit, however, can not legally provide, in its regulations, for the expulsion or suspension of its stockholders. Ppax- son v. Cleveland, etc. Co., 17 C. C. n. s. 55 (1909); Rep. Atty. Gen. 1911-1912, p. 88. Grounds. Causes specified in regulations or constitution. The members of a corporation are bound by the provisions of its regulations if constitution, and may be expelled or suspended for any cause specified erein. Blumenthal v. Cincinnati Chamber of Commerce, 7 W. L. B. 327; affirmed, 9 W. L. B. 76 (Dist. Ct.). State v. Verein, 3 W. L. B. 295 (Dist. Ct. 1878). Hershiser v. Williams, 24 W. L. B. 314; 4 L. D. 17 (1890); affirmed, 6 C. C;'1473.3 C. D. 389;°53 0. S. 663. Pete v. Woodmen of the World, 5 ©. C. n. s. 446; 16 C. D. 653 (1904); aff’d, no rep., 74 O. S. 445. G. C. § 8653 OHIO PRIVATE CORPORATIONS. 1004 Causes not specified. In the absence of a provision in the regula- tions a member may be expelled (1) for an indictable offense which renders him unfit for association, or (2) for an offense against his duty as a member of the corporation. State v. Aurora Relief Soc., 2 W. L. B. 125 (Dist. Ct. 1877). State v. Society, 8 Am. L. R. 627; 5 W. L. B. 124 (Dist. Ct.). Hershiser v. Williams, 24 W. L. B. 314; 4 L. D. 17 (1890); affirmed, 6 C. C. 147; 3 C. D. 389; 53 O. S. 663. Blumenthal v. Cincinnati Chamber of Commerce, 9 W. L. B. 76; affirming. 7 W. L. B. 327. Immoral or vicious conduct is a valid ground for the expulsion of a member of a social, fraternal or religious society. State v. Aurora Relief Soc., 2 W. L. B. 125 (Dist. Ct. 1877). “Unmercantile conduct,” consisting of making sales by false weight, is a valid ground fcr the expulsion of a member of a chamber of com- merce. Blumenthal v. Chamber of Commerce, 9 W. L. B. 76 (Dist. Ct.) ; affirming 7 W. L. B. 327. See § 10144. Unmasonic conduct. Hershiser v. Williams, 24 W. L. B. 314; 4 L. D. 17 (1890); affirmed, 6.C. C. 147; 3 C. D. 389; 53 O. S. 663. Expulsion of members of fraternal benefit societies, see note to § 9468. Trial. A member can not be expelled without a trial, even where the regulations contain no provisions on the subject. Reasonable notice of the trial must be given him and an opportunity afforded for him to present his defense. State v. Bryce, 7 Ohio (pt. 2) 82 (1836). Munsel v. Boyd, 10 C. C. n. s. 121; 20 C. D. 182 (1907). Schwartz v. Catholic Union, 9 C. C. n. s. 337; 19 C. D. 471 (1907). Cheney v. Ketcham, 5 N. P. 139; 7 L. D. 188. Stein v. Sherlock, 6 W. L. B. 203 (Dist. Ct. 1881). The provisions of the regulations, if any, relating to proceedings for expulsion must be followed. State v. Bryce, 7 Ohio (pt. 2) 82 (1836). Foxhever v. Order of Red Cross, 2 C. OC. n. s. 894; 14 C. D. 56 (1901); aff'd, no rep., 68 O. S. 717. But such provisions may be waived by the member on trial. State v. Cincinnati Chamber of Commerce, 4 N. P. 244; 6 L. D. 363. Blumenthal v. Cincinnati Chamber of Commerce, 9 W. L. B. 76 (Dist. Ct.). ~ Where the regulations or constitution provide for a committee or board to hear and determine charges, the trial should be held before such special tribunal. Stein v. Sherlock, 6 W. L. B. 203 (Dist. Ct. 1881). Blumenthal v. Chamber of Commerce, 9 W. L. B. 76; affirming 7 W.. L. B. 327. Where the regulations do not provide for such a tribunal the trial must be held before the members of the corporation. Cheney v. Ketcham, 5 N. P. 139; 7 L. D. 183. The person by whom charges have been filed against the accused member can not act as judge or vote. Cheney v. Ketcham, 5 N. P. 139; 7 L. D. 183. The strictness of judicial proceedings is not required either in the wording of the charges against the accused member, or in the notice given. him, or in the admission of evidence. 1005 GENERAL CORPORATION LAW. G. C. § 8653 Blumenthal v. Cincinnati Chamber of Commerce, 9 W. L. B. 76 (Dist. Ct.); affirming 7 W. L. B. 327. State v. Aurora Relief Society, 2 W. L. B. 125 (Dist. Ct. 1877). Remedies for wrongful expulsion. A member unlawfully expelled may bring an action for damages against the corporation. : State v. Slavonska Lipa, 28 O. S. 665 (1876). Fraternal Mystic Circle v. State, 61 O. S. 628 (1899) ; reversing 9 C. C. 364; 6 C. D. 385. : An injunction against wrongful exclusion may be granted where the remedy at law is inadequate. Cheney v. Ketcham, 5 N. P. 139; 7 L. D. 183. State v. Zesch, 5 N. P. 274; 7 L. D. 298. Mandamus is not a proper remedy. Fraternal Mystic Cirele v. State, 61 O. S. 628 (1899); reversing 9 C. C. 364; 6 C. D. 385. A member of a chamber of commerce who is suspended until he submits to a public reprimand is not confronted by an irreparable injury with no adequate remedy at law. Bishop v. Cincinnati, etc., Exchange, 5 N. P. 3665. Remedies within corporation must be exhausted before suit. A member against whom charges are preferred must submit to trial by the corporation. An injunction will not be granted against a threatened expulsion. The court will presume that a fair trial will be had within the corporation. Hershiser v. Williams, 6 C. C. 147; 3 C. D. 389 (1892); aff’d, no rep., 53 O. S. 663. Where a member has been wrongfully expelled he can not maintain an action until he has exhausted all the remedies within the corporation. If appellate tribunals exist in the corporation, he must carry his appeal to the highest tribunal. Hershiser v. Williams, 6 C. C. 147; 3 C. D. 389 (1892); aff’d, no rep., 53 O. S. 663. State v. Knights of Golden Rule, 10 W. L. B. 2 (Dist. Ct. 1883). Catholic Union v. Herron, 4 O. L. R. 686; 17 L. D. 789 (1907). Myers v. Jenkins, 63 O. S. 101 (1900). Supreme Court Foresters v. Herlinger, 6 C. C. n. s. 28; 17 ©. D. 151 (1905). Klein v. Amazon Lodge, 16 C. C. n. s. 606 (1907). But. where the expulsion is void, as in the case of expulsion without a trial, the member may sue without resorting to the appellate tribunals. Cheney v. Ketcham, 5 N. P. 139; 7 L. D. 183. See dissenting opinion, Catholic Union v. Herron, 4 O. L. R. 686; 17 L. D. 789 (1907). And where the corporation has no appellate tribunal, a member claiming sick benefits may bring suit. St. John Soe. v. Zoulek, 20 C. C. n. s. 146 (1912). While a member must first exhaust his remedies within the cor- poration, he can not be denied the right to sue in court. A corporate regulation prohibiting resort to the courts is invalid. Myers v. Jen- kins, 63 O. S. 101 (1900); Railway v. Stankard, 56 O. S. 224 (1897). Pleading. The better practice is for the plaintiff to set out in his petition the existence of tribunals within the corporation and to aver that he has exhausted all such remedies. But the existence of appellate tribunals within the corporation, and failure to resort thereto, may be alleged in'the answer. Myers v. Jenkins, 63 O. 8S. 101, 116 (1900). | | G. C. § 8654 OHIO PRIVATE CORPORATIONS. 1006 See Webster v. Taplin Rice & Co., 9 C. C. n. s. 587; 19 C. D. 543 (1904); aff’d, 76 O. S. 590. Judicial relief granted when. Judicial relief will not be granted unless civil or property rights are involved. Hershiser v. Williams, 24 W. L. B. 314; 4 L. D. 17 (1890) ; affirmed, 6 C. C. 147; 3 C. D. 889; 53 O. S. 663. When such a right exists, relief will be granted where the expulsion has been brought about by fraud. Kent v. Odd Fellows, ete., Assn., 14 W. L. B. 237 (C. P. 1885). Or where a member has been expelled without a trial. Cheney v. Ketcham, 5 N. P. 139; 7 L. D. 183 (C. P.). A court will not, as a rule, sit as a reviewing court upon the judg- ment of a corporate tribunal. An expulsion will not be set aside for irregularity in the proceedings, providing the cause is one for which the corporation may expel, and the accused member had notice of the trial and opportunity to defend. State v. Aurora Relief Society, 2 W. L. B. 125 (Dist. Ct. 1887). Hershiser v. Williams, 24 W. L. B. 314; 4 L. D. 17 (1890); affirmed, 6 C. C. 147; 3 C. D. 389; 53 0. S., 663. State v. Verein, 3 W. L. B. 295 (Dist. Ct. 1878). State v. Cincinnati, etc., Exchange, 4 N. P. 244; 6 L. D. 263. Bishop v. Cincinnati, etc., Exchange, 5 N. P. 365. The admission of hearsay evidence does not invalidate a conviction. Blumenthal v. Cincinnati Chamber of Commerce, 9 W. L. B. 76 (Dist. Ct.); affirming, 7 W. L. B. 327. Even where a member was expelled without notice or opportunity to defend, he was refused reinstatement where it clearly appeared that he had forfeited his right to membership and, if reinstated, would at once be expelled by formal proceedings. State v. Society, 8 Am. L. R. 627; 5 W. L. B. 124. See State v. Verein, 3 W. L. B. 295 (Dist. Ct. 1878). Acquiescence in expulsion. A member of a fraternal benetit society, although wrongfully expelled, will be held to have acquiesced in the action taken, where he did not appeal therefrom, apply for reinstate- ment, and did not thereafter pay or tender dues, attend meetings or other- wise act as a member. After his death there can be no recovery on his benefit certificate or policy. Foxhever v. Order of Red Cross, 2 C. C.-n. s. 394; 14 C. D. 56 (1901); aff’d, no rep., 68 O. S. 717. Dimmer v. Catholic Knights, 22 C. C. 366; 12 C. D. 413 (1901). Herron v. Catholic Union, 2 O. L. R. 352; 15 L. D. 703 (1904); s.c., 40. L. R. 686; 17 L. D. 789. Suspension of members. A member of a beneficial association is bound by a provision in its regulations to the effect that failure to pay dues and assessments, when due, shall ipso facto suspend the delinquent from membership. Pete v. Woodmen of the World, 5 C. C. n. s. 446; 16 C. D. 653 (1904); aff'd, no rep., 74 O. S. 445. But where the regulations do not provide that non-payment of dues shall ipso facto suspend the delinquent, his membership con- tinues until he is suspended by formal proceedings. Schwartz v. Baion 2b. O.! mss; '165* (1907), Section 8654. (Members of a religious, secret or benevo- lent society.) When the incorporators of such a corporation 1007 GENERAL CORPORATION LAW. G. C. § 8655 now or hereafter formed, are or become members of a church, religious, secret or benevolent society, and have signed or sign articles to incorporate either thereof, any person who is or becomes a member of such church, religious, secret or benevolent society, in good standing, thereby shall be a member of such corporation, with the right to vote at all of its meetings for the election of officers or for any other purpose. (R. 8. Sec. 3241; March 16, 1887, 84 v. 85; May 15, 1886, 83 v. 168; R. S. 1880.) Where membership in a specified church is one of the qualifications of membership in a benefit society, a member of the society, on with- drawal from the church, becomes liable to expulsion. State v. Society, 8 Am. L. R. 627; 5 W. L. B. 124 (Dist. Ct.). Power of majority. A majority of the members of a religious cor- poration have a right to control the use and occupation of land purchased by it. They do not lose such right of control by any supposed error of doctrine. Keyser v. Stansifer, 6 Ohio 363 (1834). Brundage v. Deardorf, 92 Fed. 214 (C. C. A. 1899). Voting rights. Where in a special charter of a religious corporation the right to vote was granted to “each member,” a further provision giving to pew owners the privileges of membership was held not to restrict the right of voting to them. Wiswell v. First Cong. Church, 14 O. S. 31 (1863). Membership in mutual protective association. After a mutual pro- tective association has been formed under § 9427 et seq., its members are those mutually engaged in promoting the purposes of the organization and who, by virtue of their relation to the corporation, are entitled to protection. State v. Standard Life Assn., 38 O. S. 281 (1882). Section 8655. (Election.) Except as otherwise provided, a majority of the subscribers to articles of incorporation not for profit, may elect not less than five trustees for such cor- poration, to hold their offices until the next annual meeting, or until their successors are elected and qualified. (R. S. Sec. 3240; May 10, 1902, 95 v. 547; April 6, 1888, 85 v. 166; sity 26, 1883, 80 v. 79; April 20, 1881, 78 v. 200; R. S. 880.) Qualifications of trustees. See § 8661. Powers and duties of trustees. See § 8660. Liability of trustees. See § 8666. Neither the incorporators nor the trustees first elected are authorized to adopt a by-law or regulation providing that they shall hold office during life, and in case of vacancy to fill the same by appointment. State v. Standard Life Assn., 38 O. S. 281 (1882). The provisions of § 8647 relating to the time of annual meetings ap- ply to corporations not. for profit. State v. Standard Life Assn., 38 O. 8S. 281 (1882). Validity of election; procedure to determine. See note to § 8647. G. C. § 8659 OHIO PRIVATE CORPORATIONS. 1008 Articles of incorporation of a religious society which recited the election of the incorporators as trustees, prior to filing the articles, were refused filing by the secretary of state. 3 Opins. Attys. Gen. 699. Section 8656. (Term and number of trustees.) Religious corporations, and institutions incorporated for the purpose of promoting education, science or art, may prescribe the time trustees thereof may hold their offices, except that the term of none shall exceed in number of years the number of its trustees. (R. S. Sec. 3240; May 10, 1902, 95 v. 547; April 6, 1888, 85 v. 166; March 26, 1883, 80 v. 79; April 20, 1881, 78 v. 200, R. S. 1880.) Powers of trustees of religious corporations. See note to § 10013. The tenure of office of a trustee of a religious corporation may be terminated by the members, at a meeting properly called and held, before the expiration of the term for which he was elected. Munsel v. Boyd, 10 C. C. n. s. I21; 20 C. D. 182 (1907). See note to § 8647. Section 8657. (Term and number of trustees in secret or benevolent order.) Lodges, societies, or bodies of a secret or benevolent order, incorporated under the laws of this state, may elect such number of trustees not less than three as the laws or regulations governing such lodge, society, or body, provides, and their election shall be at the time therein specified. (R. S. Sec. 3240; May 10, 1902, 95 v. 547; April 6, 1888, 85 v. 166; March 26, 1883, 80 v. 79; April 20, 1881, 78 v. 200; R.°S. 1880.) The trustees of a fraternal beneficial association, elected for the first year, have no right to adopt regulations, but they have a right to adopt by-laws relating to the conduct of its business. Chevaliers v. Shearer, 6 C. C. n. s. 587; 17 C. D. 509 (1905). Section 8658. (Term and number of trustees of a hos- pital.) Members of any corporation heretofore or hereafter organized for the purpose of owning and conducting a hos- pital for sick and disabled persons, may provide for the election of a board of not less than five nor more than fif- teen trustees, to serve during life, and that in case of vacaney in such board by death, resignation or otherwise, the remaining members thereof shall fill the vacancy. (R. S. Sec. 3240; May 10, 1902, 95 v. 547; April 6, 1888, 85 v. 166; March 26, 1883, 80 v. 79; April 20, 1881, 78 v. 200;, R. S. 1880.) Section 8659. (Trustees of corporations organized prior to May 10th, 1902.) If such corporation was organized prior to May 10th, 1902, regulations providing that its trustees are — es oe 1009 GENERAL CORPORATION LAW. G.C. § 8660 to hold office during life may be adopted at an annual meet- ing, or a special meeting of the association, duly and regu- larly called. But notice of such proposed change shall be published for three successive weeks In some newspaper published and of general circulation at the place where such hospital is located. (R. S. See. 8240; May 10, 1902, 95 v. 547; April 6, 1888, 85 v. 166; March 26, 1883, 80 v. 79; April 90, 1881, 78 v. 200; R. 8. 1880.) DIRECTORS AND TRUSTEES. Section 8660. (Controlling body of a corporation.) The corporate powers, business and property of corporations formed under this title shall be exercised, conducted, and controlled by the board of directors; or, if there is no capital stock, by the board of trustees. (R. S. Sec. 3248; Ro Ss 1880.) First election of directors. § 8636 and _ note. Annual elections. § 8647 and note. Term of office, resignation, removal, ete., see note to § 8647. Qualifications of directors. §§ 8661, 8663. I. Meetings. A. Directors must act as a board, p. 1012. B. Notice of meetings, p. 1012. C. Quorum, p. 1012. D. Proceedings and minutes, p. 1013. Il. De facto directors or officers, p. 1013. {IT. Duties of directors. A. Are largely supervisory, p. 1014. To keep books, p. 1014. To supervise issue of certificates of stock, p. 1014. To advance personal funds to corporation, p. 1014. When director charged with knowledge of contents of corporate records and books, p. 1014. Where corporation insolvent, p. 1015. Delegation of duties to executive committee, p. 1015. Delegation of powers by directors in general, p. 1015. Trust relation of directors ‘to stockholders, p. 1016. Hmoe BooW 1V. Powers of directors. . Controlling body of corporation, p. 1016. Control of directors by stockholders, p. 1016. Control of directors by court on application of stock- holders, p. 1017. Contracts limiting powers of directors, p. 1017. Power to dispose of unissued stock, p. 1018. To sell property, p. 1018. To bring or defend suits, p. 1018. To authorize bankruptcy proceedings, p. 1018. app HeBsS G. C. § 8660 OHIO PRIVATE CORPORATIONS. 1010 aw VET. WAGOE. XII. XIII. XIV. I. To make assignment for creditors, p. 1018. J. To release subscriptions to stock, p. 1018. Corporate contracts. Power to make is vested in directors, p. 1018. Authority of agents to contract, p- 1018. Authority of agent to contract, how conferred, p. 1019. Refusal to perform contracts, p. 1020. Stockholder not authorized, to act for corporation, p. 1020. Receiver, p. 1020. Contract should be in name of corporation, p- 1020. QS Hoaw> Presumptions and burden of proof as to authority of officers and agents. Authority conferred by statute, p. 1021. Authority conferred by regulations, p. 1021. Deeds and instruments under corporate seal, p. 1021. Promissory notes, p. 1021. Chattel mortgage, p. 1021. Verbal statements, admissions, p. 1022. Notice to corporation, p. 1022. PAAOQW > Duty of person dealing with agent to inquire as to action of directors, p. 1022. Fraudulent acts of agents or officers. Liability of corporation, p. 1022. Notice to corporation. A. Knowledge of executive officer or agent, p. 1023. B. Knowledge of director, p. 1023. Contracts between ‘directors and corporation. A. In general, p. 1024, B. Liability to corporation for profits, p. 1024. C. Directors fixing their own salaries as executive officers, p. 1025. D. Purchases of stock by directors, p. 1025. When directors may act for two corporations, p. 1026. Contract by director with third person, with reference to his official action, p. 1026. Corporate contract with a board of education or other publie body, where public official is a stockholder or director, p. 1027. When stockholder may sue on behalf of corporation. In general, p. 1027. Suits against officers of corporation. Rescission of fraud- ulent contracts, ete., p. 1028. Interference with directors’ management, p.. 1028. Injunction or receiver, p. 1028. Pleading and practice. Demand on directors to bring suit, p. 1029. F Plaintiffs, p. 1030. Defendants, p. 1030, Venue, p. 10380. Judgment, p. 1031. Attorney fees, p. 1031. > SHOR BOO GENERAL CORPORATION LAW. G. C. § 8660 K. Defenses. (a) (i L. Right Aequiescence of stockholders in acts complained of, p. 1031. Statute of limitations, p. 1031. Laches of stockholder, p. 1081. Offer to sell stock, p. 1031. Estoppel, p. 10382. Motive of stockholder. Suit not brought in good faith, p. 1032. That stockholder’s interest is small, p. 1032. That some defendants have been directors longer than others, p. 1032. Settlement, p. 1033. of a stockholder to defend action against corpora- ation, p. 1033. M. Right of stockholder to appeal from, or prosecute error proceeding to, judgment against corporation, p. 1033. XV. Right of creditors to sue, p. 1033. XVI. Liability of officers and agents. A. To the corporation. (a) (b) (¢) (d) Secret profits from contracts with corporation, p. 1033. Negligence, p. 1033. Corporate property wrongfully converted by di- rector, p. 1034. Accounting for corporate property, p. 1034. B. Liability to stockholders. (g) In general, p. 1034. Shares of assets on winding up, p. 1035. Conspiracy to depreciate price of stock, p. 1035. Dividends, p. 1035. Refusal to transfer stock, p. 1035. Declaring dividends otherwise than out of surplus profits, p. 1035. Refusal to permit inspection of corporate books, 1036. C. Liability to subscribers or purchasers of stock. (a) (b) (¢) (d) Fraud in inducing subscription, p. 1036. Bank directors attesting false statements of con- dition, p. 1037. President signing ‘‘full paid’’ stock certificate, p. 1037. Verbal promise of dividends to subscriber, p. 1037. D. Liability to creditors. (a) (f) Acting before ten percent of capital is subscribed, p. 1037. Acting without authority, p. 1037. Conducting unauthorized business, p. 1037. On notes improperly signed, p. 1038. On stock exchanged for property at an overvalua- tion, p. 10388. Declaring dividends otherwise than out of surplus profits, p. 1038. On guaranty of corporate debts, p. 1038. (g) E. Criminal liability, p. 1038. G. C. § 8660 OHIO PRIVATE CORPORATIONS. 1012 I. MEETINGS. A. Directors must act as a board. Individual directors, as such, have no authority to represent a corporation. To bind the corporation - the directors must act together as a board. State v. People’s, ete., Assn., 42 O. S. 579 (1885). Belting Co. v. Gibson, 68 O. S. 442, 449 (1903). State v. Railway, 6 C. C. 412; 3 C. D. 516 (1892); s. e., 49 O. S. 668. ‘ Schot, ete., Co. v. Security, ete., Ins. Co., 7 UN. P. n.-s.' 648: “10 am D, 249 (C. P. 1908); aff’d, 11 C. C. n. s. 401; 20 C. D. 656. Tyson v. Miller-Tyson Co., 15 C. C. n. s. 177, 182, 433; 23 C. D. 418, 424 (1912). Young, ete., Co. v. Taylor, ete., Church, 5 N. P. 378; 7 L. D. 449 (C. P. 1898). See Ohio v. Treasurer, etc., 22 O. S. 144 (S71). McCortle v. Bates, 29 O. S. 419, 422 (1876). The board can not exclude minority directors from the privileges and duties of office. State v. Railway, 6 C. C. 412; 3 ©. D. 516 (1892); s. ¢, 49 0. S. 668. : B. Notice of meeting. Where regular meetings of the board are provided for in the by-laws, no notice thereof need be given unless notice is required by the regulations or by-laws. Mitchell v. Bookwalter Wheel Co., 4 N. P. n. s. 609, 619 (1905); aff’'d, no-rep., 75 O. S. 639. State v. Bonnell, 35 O. S. 10, 15 (1878). State v. Clough, 18 C. C. n. s. 509 (1912); aff’d, no rep., 88 O. 8. 590. Toledo Co. v. Smith, 205 Fed. 643, 660 (D. C. 1913). But where the directors had held no meetings for several years, and the attendance of one director was procured by fraud, and his presence was necessary to make a quorum, the meeting was held to be illegal, although held at a time specified in the by-laws. Remelin v. Bumiller, 16 N. P. n. s. 22 (1914). Notice of special meetings should be given to all directors. But transactions at a special meeting, at which a quorum was present, may be ratified by the absent members who were not notified. Bank v. Flour Co., 41 O, S. 552, 559 (1885). Where a meeting is adjourned no further notice of the adjourned meet- ing is necessary. Mitchell v. Bookwalter Wheel Co., 4 N. P. n. s. 609, 619 (1905); aff'd, no rep., 75 O. S. 639, C. Quorum. a, ee a a 1. 1065 GENERAL CORPORATION LAW. © G. C. § 8673-1 19 L. D. 819 (C. P. 1905); aff’d, 78 O. S. 409; Norton v. Norton, 43 O. S. 509, 522-23 (1885); Haldeman v. Hillsborough, ete., R. ‘Co., 2 Handy 101 (Super Ct. Cin. 1855); Armstrong v. Herancourt. Brewing Co., 26 W. L.°B. 39 (C. P. 1891). Notices of proposed corporate action on ‘such matters as a proposed consolidation, or a sale of the entire corporate property, are properly sent by the corporation to the persons registered on its books as the owners. A person who holds certificates, without transfer on the cor- porate books, is not entitled to be notified of, or to participate in, such proceedings. Railway Co. v. Bank, 68 0. S,.582 (1903); Schmuck v. Crume, etc.; Co., 7 N. Pin. s. 24; 19 L.'D. 819 (C. P.. 1905); aff’d, 78:0. 8. 409; In re 8. & S. Mfg. Co., 246 Fed. 1005; 16 O. L. R. 163 (D. C. Ohio 1917). The lien of a corporation on stock, expressly reserved in the cer- tificates, may be asserted against a transferee who received the cer- tificates before, but did not present them for transfer until after the original holder become indebted to the corporation. Stafford v. Pro- duce Exch. Bkg. Co., 61 O. S. 160 (1899). VI. EFFECT OF § 8673-1. The intention of this section is to make the certificate the repre- sentative of the shares and to make a transfer on the corporate books like the recording of a deed of real estate. Rep. American Bar Assn. (1910), 574. VII. RIGHT OF TRANSFEREE TO HAVE STOCK REGISTERED IN HIS NAME. A purchaser or pledgee of stock, holding a certificate properly in- dorsed is entitled, upon presenting such certificate to the corporation, to have the stock transferred to him on the corporate books and to have a new certificate issued to him. Cincinnati, ete., Ry. Co. v. Raw- son, 16 W. L. B. 423 (Super Ct. Cin.); aff’d by Supreme Court with- out report, 25 W. L. B. 87; Railway Co. v. Bank, 56 O. 8. 351 (1897); Dayton N. B. v. Merchants N. B., 37 O. S. 208, 215 (1881); § 8673. VIII. DEFALCATION OF TRANSFER AGENT. LIABILITY OF CORPORATION. Where a corporation made it possible for its transfer agent to mix . Stock held by him as trustee with treasury stock, causing loss to the owners of stock entrusted to him, the corporation is liable to the equitable owners for such of the stock as was returned to the treas- ury of the company. Robison v. Railway Co., 24 C. C. n. s. 569 (1904). IX. WHAT THE CORPORATION MAY REQUIRE BEFORE REG- ISTRY OF TRANSFERS. A. Evidence of genuineness of indorsement and identity of par- ties. The corporation may require satisfactory evidence of the iden- tity of the parties and the genuineness of the assignment and power of attorney. But when these are established it can not arbitrarily refuse to make the transfer. Krohn v. Central, ete., Co., 4 N. P. n. s. 270; 6 L. D. 552 (C. P. 1897); Oliver v. Cincinnati, ete., Co., 1 Hosea 457 (Super Ct. Cin.); 8s. ¢, 3 0. L. R. 53,607; aff’d, 73 O. S. 386. See § 8673-11. Where certificates of a deceased stockholder are presented for transfer, and the officers are informed of the existence of a will, they are chargeable with notice of the provisions of the *will which affect G. C. § 8673-1 OHIO PRIVATE CORPORATIONS. 1066 the title to the stock or the right to transfer it. Allen v. Globe Ins. Co., 19 W. L. B. 198 (Super Ct. Cin. 1888) aff’d, Supreme Court, 32 W. L. B. 374. B. Surrender of original certificate. Where a certificate provides that the stock is transferable ‘‘on surrender of the certificate’’ the corporation may refuse to transfer the stock on its books and to issue new certificates, until the original certificate evidencing the same has been surrendered. Railroad Co. v. Robbins, 35 O. S. 483 (1880); Lee v. Citizens Bank, 2 C. 8. C. R. 298 (1872); § 8673-13. A corporation is not liable to the equitable owner of stock for its value, where certificates therefor are outstanding in the hands of a third person, who claims to be the owner. National Bank vy. Lake Shore, ete., Ry. Co., 21 O. S. 221 (1871). A corporation which issues a new certificate without a surrender of the original certificate, is liable to the holder of the original cer- tificate, although the new certificate was issued under the belief that the original had been lost. The corporation must either replace the stock or account for its value. Railroad Co. v. Robbins, 35 O. S. 483 1880). The rights of the holder of the original certificate may be barred by laches. Bank stock was, without a surrender of the original cer- tificate, transferred to another person in 1867, and R., the original holder, resided in the same county until 1889 when he removed to Oregon and died in 1895. In 1911 the original certificate was found among his papers, an administrator was appointed and suit brought against the bank. Between 1862 and 1895 dividends were declared and sometimes advertised in newspapers published in the county. R. made no claim for dividends at any time after 1867. Held, the claim was barred by laches. Russell v. Bank, 102 O. S. 248 (1921). See Stoltz v. Carroll, 99 O. 8. 289 (1919). The corporation is not Tiable for dividends paid to the registered owner before the certificate was presented for transfer. Railroad Co. v. Robbins, 35 O. S. 483 (1880). Where certificates have been lost the corporation may require a bond of indemnity before issuing a new certificate. § 8673-17; Hof v. Western German Bank, 6 W. L. B. 665, 697 (Dist. Ct. 1881); Farmers Bank vy. Diebold, ete., Co., 66 O. 8. 376 (1902). \ C. Certified copy of order of probate court authorizing transfer by executor. A corporation can not require a certified copy of an order of the probate court of the county, in which the principal office of such corporation is located, authorizing an executor to make the transfer. Burch v. Cincinnati Trust CoS 12 °N. Rae? 86" GOT aid aCe: n. 8. 346. Contra. Humphries v. Loomis, 18 C.,C. n. s. 529 (1911), holding that a purchaser of stock belonging to a decedent’s estate, had a right to require proof of the authority of the executor to sell and transfer the same. X. REMEDY FOR REFUSAL OF CORPORATION TO REGISTER TRANSFERS. Where a corporation wrongfully refuses to transfer stock on its books and to issue a new certificate to a person entitled thereto, his remedy is in equity to enforce the issue and delivery of such ertifi- cate, or an action against the corporation for damages, either of which he may pursue at his election. State v. Carpenter, 51 O. S. 83 (1894); Iron R. Co. v. Fink,. 41.0. .8. 321 (1884); Krohn v. Central, 1067 GENERAL CORPORATION LAW. G. C. § 8673-1 ete., Co. 4 N. P. 270; 6 L. D. 552 (C. P. 1897); Burch v. Cincinnati TrustiCoa,, 12.N.. Pon. #.-/86'-(G./ Ps, 1911) aff'd, 14.,0...C.. ns. 346. The plaintiff may in his petition ask for relief in the alternative, for the issue and delivery of a certificate, or damages in lieu thereof. State v. Carpenter, 51 O. S. 83, 89 (1894). See Railroad Co. v. Rob- bins, 35 O. S. 483. Mandamus is not the proper remedy. State v. Carpenter, 51 O. S. 83 (1894); Freon v. Carriage Co., 42 O. 8S. 30 (1884); s. ¢, 11 W. L. B. 103; Richardson v. Grand View Min. Co., 1 W. L. B. 140 (Dist. Ct. 1876). The president and secretary are not personally liable for a refusal to transfer stock. The liability is that of the corporation. Snodgrass v. Morrison, ete., Co. 4 O. L. R. 622; 17 L. D. 497 (Super. Ct. Cin. 1907). Wrongful refusal to transfer stock amounts to a conversion. Andes Ins. Co. v. Waters, 1 W. L. B.. 172 (Super. Ct. Cin. 1876). XI. MEASURE OF DAMAGES. The damages are not limited to the market value of the stock, but the transferee may recover its actual value, which may be shown by the value of the property and business of the corporation, its good will and dividend earning capacity. State v. Carpenter, 51 O. S. 83, 88 (1894); Freon v. Carriage Co., 42 O. S. 30 (1884). XII. PRESUMPTIONS AND BURDEN OF PROOF AS TO VALID- ITY OF ISSUE OF STOCK. \ Where a certificate bears the genuine signatures of the president and secretary, and the corporate seal, the issue of such stock is pre- sumed to be regular and valid. The burden of proving its invalidity rests on the corporation, although the certificate was issued to the secretary. Cincinnati, ete., Ry. Co. v. Rawson, 16 W. L. B. 423 (Super. Ct. Cin. 1886); aff’d, no rep., 25 W. L. B. 87; Railway Co. v. Bank, 56 O. S. 351; Perin v. Railway Co., 18 W. L. B. 382 (Super. Ct. Cin. 1887); Citizens’ N. B. v. Railway Co., 11 W. L. B. 86 (Super Ct. Cin. 1884). XIII. JOINDER OF PARTIES AND ACTIONS. The transferrer of the stock is not a necessary party to a suit to compel a transfer of stock, unless he claims some interest therein. iKrohn..vy. Central, etc. Co, 4-N. P. 270; 6 lL. D. 552° (C. P. 1897). But the corporation may make all persons claiming any interest in the stock parties to the action. Lahman v. Cincinnati, ete., Co., 8 N. P. 211 (Super. Ct. Cin. 1901). See Dayton N. B. v. Merchants N. B., 37 O. 8. 208 (1881). The president and secretary are not proper parties defendant. Snodgrass v. Morrison, etc., Co., 4 O. L. R. 622; 17 L. D. 497 (Super. Ct. Cin. 1907). y Nor a transfer agent. Burch v. Cincinnati Trust Co., 12 N. P. n. s. 86 (1911); aff’d, 14 C. C. n. s. 346. Other equitable relief may be sought in the same action, as, an order for the inspection of the corporate books by the stockholder. Arbuckle v. Woolson Spice Co., 21 C. C. 356 (1901). See Iron R. Co. v. Fink, 41 O. S. 321 (1884). Right of corporation to join in one action all holders of certificates wrongfully issued by an officer, to remove cloud on the title of genuine certificates and to prevent a multiplicity of suits. See Railway Co. v. Bank, 56 O. S. 351 (1897). G. C. § 8673-1 OHIO PRIVATE CORPORATIONS. 1068 XIV. DEFENSES OF CORPORATION. A. Noncompliance with by-law regulating transfers. A by-law prohibiting transfers of stock to persons not stockholders, until the board of directors had been notified and given a reasonable time in which to purchase the stock, is invalid. Supply Co. v. Harvey, 16 °C. C. n. s. 42 (1910); aff’d no rep. 82 O. S. 390. ) But a by-law of a Delaware corporation was held valid, which required stockholders to notify the directors before selling their stock, and give the directors thirty days in which to ‘sell the stock to cer- tain designated classes of persons whose occupations might render them valuable in extending the corporate business. Nicholson v. Brewing Co., 82 0. 8. 94 (1910). A by-law prohibiting the transfer of stock which has been paid by note and mortgage is unreasonable and was heid not to justify a refusal to transfer. ‘ Andes Ins. Co. v. Waters, 1 W. L. B. 172 (Super. Ct. Cin. 1876). See notes to §§ 8701 and 8702. B. Certificate issued without consideration to qualify directors. It is no defense against a pledgee of a stock certificate, that the certifi- cate was issued to the pledgor to qualify him as a director, without consideration, and under an agreement to surrender the certificate on ceasing to be a director, where the pledgee had no notice thereof. Dueber, ete., Co. v. Dougherty, 62 O. S. 589 (1900). Cc. Lien of corporation on stock reserved in certificate. A corpo- ration may, by express stipulation in the certificate, reserve a lien on the stock to secure indebtedness of the original holder to it. This lien may be asserted against a purchaser who received the certificate be- fore, but did not present it for transfer until after the original holder became indebted to the corporation. Stafford v. Produce Exch. Bkg.. Co., 61 O. S. 160 (1899). See § 8673-15 and note. See also State v. Davis, 85 O. S. 44 (1911). But where the lien is not reserved in the certificate, although provided for by by-laws, a bona fide purchaser or pledgee takes the certificate free from such lien. Lee v. Citizens N. B:, 2-0. 8. ©. R. 298 (1872). § 8673-15. D. Improper motive or bad faith of transferee. A corporation can not refuse to transfer stock because of the motive which prompted the transferee to acquire it. Nicholson y. Franklin Brewing Co., 82 0. S. 94, 110 (1910). _E. Statute of limitations. The statute of limitations does not begin to run against a transferee of stock until a demand has been made on the corporation for a transfer, and has been refused. Tron R. Co. v. Fink, 41 0. S. 391 (1884). Railroad Co. v. Robbins, 35 O. §. 483 (1880). Larwill v. Burke, 19 C. C. 449; 10 C. D. 579 (1900). Where new certificates were issued without a surrender of the original certificates, the statute does not begin to run against the holder of the original certificates until a demand, or until he had notice of the transfer to the other parties. Railroad Co. v. Robbins, 35 O. 8. 483 (1880). F. Waiver of right to damages. Where the plaintiff subsequently collected dividends, accepted a new certificate of stock and paid an assessment, the right to recover damages was held to be waived. Andes Ins. Co. v. Waters, 1 W. L. B. 172 (Super. Ct. Cin. 1876). 1069 GENERAL CORPORATION LAW.. G. C. § 8673-1 G. That third persons claim to own the stock. Where more than one party claims to own the stock, the corporation, by refusing to as- sume the peril of deciding between the contending claimants, ought not to be held liable as a wrongdoer for the value of the stock. National Bank v. Lake Shore, ete., Co., 21 O. S. 221, 232 (1871). But: there must be a real controversy. See Dayton N. B. v. Merchants N. B.,'37 O. S.. 208, 215. (1881). The bankruptcy of the original stockholder, and appointment of a» trustee in bankruptcy, does not justify a corporation in refusing to transfer the stock to a pledgee, who had received the certificate prior to such bankruptcy. But where the trustee in bankruptcy became a party defendant, and contested the validity of the pledge, which was decided in favor of the pledgee, and an order of sale granted, the court can not render a deficiency judgment against the corporation. Dayton N. B. v. Merchants N. B., 37 O. S. 208 (1881). See Oliver v.. Cincinnati, ete., Co., 1 Hosea 457 (Super. Ct. Cin.) ; s. c.,, 3 O. L. R. 53, 607; aff’d, 73 0. 8S. 386. The corporation may bring in, as parties defendant, all persons claiming an interest in the stock. Lahman v. Cincinnati, ete., Co, 8 N. P. 211 (Super. Ct. Cin. 1901). Before the passage of the Uniform Act it was held that a corpora- tion was bound to respect the rights of equitable owners from the time it received notice thereof. Conant v. Reed, 1 O. S. 298 (1853). Andrews v. Watson, 12 C. D. 686 (1887); aff'd, 51 O. S. 617. XV. TO WHOM STOCK MAY BE TRANSFERRED ON THE COR- PORATE BOOKS. A. Pledgee. A peldgee of stock, holding certificates properly in- dorsed, is entitled to have the stock registered in his name on the corporate books. Railway Co. v. Bank, 68 O. S. 582, 599 (1903). Dayton N. B. vy. Merchants N. B., 37 O. 8. 208, 215 (1881). Cincinnati, ete., Ry. Co. v. Rawson, 16 W. L. B. 423 (Super. Ct. Cin. 1886); aff'd, 25 W. L. B. 87. B. Trustee. A stockholder has the right, for a proper purpose, to transfer his stock to a trustee. State v. Railway Co., 6 ©. C. 415; 3.C. D. 518 (1892); aff’d, 49 O. S. 668. See note to § 8647. Voting trusts. C. Per300)): Proceeding in aid of execution or creditor’s bill. Bank v. Mfg. Co., 67 O. S. 306 (1902). For the purpose of seizure and subjection to legal process the situs of stock is the domicile of the corporation. National Bank v. Lake Shore, etc., Ry. Co., 21 O. S. 221 (1871). Ashley v. Quintard, 90 Fed. 84; 41 W. L. B. 289; 10 O. F. D. 365 (C. C. Ohio 1898). But stock can not be reached by a judgment creditor by a bill in equity, without the return of an execution nulla bona. Schmuck v. Pearce, 3 O. L. R. 403; 16 L. D. 287 (Super. .Ct. Cin. 1905). A corporation may, by garnishee process served upon itself, reach the stock of a shareholder indebted to it. Norton v. Norton, 43 O. S. 509 (1885). A corporation which, for many years, acquiesced in a subscription made by a person, in the name of his children, permitting them to vote and to exercise acts of ownership over the stock, is estopped from main- taining an action to subject such stock to the payment of its claim against the person who made the subscription. Creed v. Lancaster Bank, 1 O. S. 1 (1852). Dividends on attached stock. Dividends declared by a corporation, and remaining in its possession after garnishment process has been served, follow the stock and are subject to the same order of distribution. Norton v. Norton, 43 O. S. 509 (1885). Alimony suit against nonresident stockholder. Where, in an alli- mony suit against a nonresident stockholder who was served by pub- lication only, the corporation was made a defendant and was enjoined from transferring the stock, the court has jurisdiction to award such stock as alimony and to decree a transfer of the title thereto. Cleveland, ete., Co. v. Beeman, 12 ©. C. n. s. 460 (1909); aff’d, 81 O. S. 509, 510. Stock in foreign corporation. Stock in a foreign corporation, owned by a nonresident of Ohio, can not be attached by levying the writ upon the certificate of stock in the possession of a resident of. Ohio. Simmons Hardware Co. v. Stokes, 16 C. C. 145; 8 C. D. 776 (1898). See §§ 8673-13 and 8673-22 “Certificate” defined. Stock in a corporation in one state, owned by a resident of another, can not be reached by garnishment in a third state in which the corpora- tion maintains an agent and does business, in the absence of special statutory provision therefor. Ashley v. Quintard, 90 Fed. 84; 41 W. L. B. 289; 10 O. F. D. 365 (C. C. Ohio 1898). . Defenses of stockholder. That stock has been transferred. A stockholder can not defend against a creditor’s bill on the ground that he had pledged the stock prior to the bringing of the proceeding. It is for the pledgee to make such defense. But the court may make the pledgee a party to the proceeding. Krebs v. Forbriger, 21 W. L. B. 313 (Super. Ct. Cin. 1889). 1079 GENERAL CORPORATION LAW. G. C. § 8673-15 Ulterior motive of creditor. That a creditor who seeks to reach the stock of his debtor in a corporation is induced to do so by other stockholders, with whom he has made plans for future management of the corporation, is no reason for denying him the remedy of a creditor’s bill. McMullen v. Ritchie, 64 Fed. 253; 8 O. F. D. 314 (1894). Execution. Former law; see. Lee v. Citizens N. B., 2 C. S. C. R. 298, 811 (1872). Priorities between creditors of stockholder and pledgees or pur- chasers of stock. Creditor and subsequent pledgee. The creditor of a stockholder ac- quires a lien from the time of the service ot the garnishee process on the corporation. A subsequent pledge of the shares is subject to the lien, al- ' though the stock certificates were transferred to the pledgee, who advanced money thereon without notice of the lien. Bank v. Mfg. Co., 67 O. St. 306 (1903). Creditors’ rights as against existing pledge. Where stock was pledged, and the stock certificates transferred to the pledgee, prior to the time of service of the garnishee process, the lien of the pledgee is superior to the lien of the creditor, although the pledgee has not presented the stock for transfer. Haldeman v. Hillsborough, etc., R. Co., 2 Handy 101. Bergin v. McCabe, 91 O. S. 427 (1915). Maue v. Krell Piano Co., 7 O. L. Rk. 539 (Super Ct. Cin. 1909). Krebs v. Forbriger, 21 W. L. B. 313 (Super. Ct. Cin. 1889). Norton v. Norton, 43 O. S. 509 (1885). The surplus after payment of the debt to the pledgee is reached by the garnishment, and if the pledgee does not exercise his right to sell, the - court may order a sale and distribution of the proceeds. Norton v. Norton, 43 O. S. 509 (1885). Creditor and prior purchaser. A bona fide purchaser of stock has an equity superior to a subsequent attaching creditor, although the pur- chaser has not presented the stock for transfer. Prout v. Post, 12 L. D. 141 (C. P. 1900). Section 8673-14. (Creditors’ remedies to reach certificate.) A creditor whose debtor is the owner of a certificate shall be entitled to such aid from courts of appropriate jurisdiction, by - injunction and otherwise, in attaching such certificate or in satisfying the claim by means thereof as is allowed at law or in equity, in regard to property which can not readily be attached or levied upon by ordinary legal process. (June i 19115) 102° -v. 508," $14.) Section 8673-15. (There shall be no lien or restriction un- less indicated on certificate.) There shall be no lien in favor of a corporation upon the shares represented by a certificate issued by such corporation and there shall be no restriction upon the transfer of shares so represented by virtue of any by-law of such corporation, or otherwise, unless the right of the corporation to such lien or the restriction is stated upon the certificate. ,\(June 7, 1911, 102 v. 503, § 15.) G. C. § 8673-16 OHIO PRIVATE CORPORATIONS, 1080 This section does not apply to the lien of a free banking com- pany under G. C. § 9683, where the certificate was issued prior to July. 1, 1911. Bank v. Hunt, 16, N.,P.. n. 8.. 65, 68 (1914), Lien of corporation on stock. A corporation may, by express stip- ulation in a certificate of stock, reserve a lien on the stock to secure in- debtedness of the holder to it. Such lien may be asserted against a transferee who received the certificate before, but did not present it for transfer until after the original holder became indebted to the corpora- tion. Stafford v. Produce Exch. Bkg. Co., 61 O. S. 160 (1899). See Wonant v. Reed, 1 O. S. 298 (1853). Tomb v. Felch, 40 W. L. B. 186 (Supreme Court without report, 1898). Franklin Bank vy. Commercial Bank, 4 Am. L. R. 705 (Super. Ct. Cin. 1876); aff'd, 36 O. S. 350, Downer v. Zanesville Bank, Wright 477 (1833). Where a certificate of stock was transferable “subject to all condi- tions and stipulations in the articles of association and_ by-laws,” a by- law passed after the certificate was issued, creating a lien in favor of the corporation, was held binding on a person who received the certificate without consideration. Bellevue Bank v. Higbee, 4 C. C. 222; 2 C. D. 512 (1889); aff’d, 28 W. L. B. 336. Where a certificate contains no mention of a lien in favor of the cor- poration, the corporation can not assert a lien against a purchaser or pledgee of such certificate. Lee v. Citizens N. B., 2 C. 8S. C. R. 298 (1872). Rep. Atty. Gen. 1913, p. 817. Where there was a custom between bankers-and brokers for a banker, on application of a broker, to certify as to whether the bank had a lien on certain of its stock, an application by a broker for such a certificate will put the bank on inquiry, and charge it with notice, that a loan had been or would be made to the stockholder. aac try etc., Bank vy. Commercial Bank, 65 Fed. 547 (C. C. Ohio _ Where a corporation has a lien, by statute, on all stock owned by its debtors, and has full control over its transfer, possession of the cer- tificates, by pledge, gives the corporation no additional rights or benefits. State v. Davis, 85 O. S. 44 (1911). A lien on dividends may be reserved. Bellevue Bank v. Higbee, 4 C. C. 222; 22 ©. D. 512 (1889); aff’d, 28 W. L. B. 338. : It is said that since the enactment of the Thomas Banking Act a bank has no power to reserve a lien on its stock, by stipulation on the certificate. Rep. Atty. Gen. 1911-1912, p. 775. G. C. § 710-114. Bed Restriction on transfers of stock. Power of corporation to make. See notes to §§ 8702 and 8704. : _ Section 8673-16. (Alteration of certificate does not divest title to shares.) The alteration of a certificate, whether fraudulent or not and» by whomsoever made. shall not de- prive the owner of his title to the certificate ‘anil the cee originally represented thereby, and the transfer of such 1081 GENERAL CORPORATION LAW. G. C. § 8673-19 certificate shall convey to the transferee a good title to such certificate and to the shares originally represented thereby. (June 7, 1911, 102 v. 503, § 16.) Section 8673-17. (Lost or destroyed certificate.) Where a certificate has been lost or destroyed, a court of competent jurisdiction may order the issue of a new certificate therefor on service of process upon the corporation and on reasona- ble notice by publication, and in any other way which the court may direct, to all persons interested, and upon satis- factory proof of such loss or destruction and upon the giv- ing of a bond with sufficient surety to be approved by the court to protect the corporation or any person injured by the issue of the new certificate from any liability or expense, which it or they may ineur by reason of the original certifi- cate remaining outstanding. The court may also in its dis- cretion order the payment of the corporation’s reasonable costs and counsel fees. The issue of a new certificate under an order of the court as provided in this section, shall not relieve the corporation from liability in damages to a person to whom the original certificate has been or shall be transferred for value without notice of the proceedings or of the issuance of the new cer- tificate. (June 7, 1911, 102 v. 503, § 17.) This section provides relief similar to that given by §§ 8677 to 8681, which have not been repealed. This section provides for a bond of in- demnity to the corporation, which is not required under §§ 8677 to 8681. Before the enactment of §§ 8677 to 8681, a bond was deemed proper, before a corporation was required to issue a duplicate certificate. Hof v. Western German Bank, 6 W. L. B. 665, 697 (Dist. Ct. 1881). See Farmers Bank vy. Diebold, ete., Co., 66 O. S. 376 (1902). In an action by a national bank for reissue of a lost certificate of stock in a corporation, acquired in exchange for dishonored bonds, the corporation can not defend on the ground that the acquisition of the stock by the national bank was ultra vires. Bank v. Urbana Co., 22, C. C. n. s. 529 (1915). Section 8673-18. (Rule for cases not provided for by this act.) In any case not provided for by this act, the rules of law and equity, including the law merchant, and in particu- lar the rules relating to the law of principal and agent, ex- ecutors, administrators and trustees, and to the effect of fraud, misrepresentation, duress or coercion, mistake, bank- ruptcy or other invalidating cause, shall govern. (June 7, 1911, 102 v. 504; § 18.) _ Section 8673-19. (Interpretation.) This act shall be so interpreted and construed as to effectuate its general pur- G. C. § 8673-22 OHIO PRIVATE CORPORATIONS. 1082 pose to make uniform the law of those states which enact it. (June 7, 1911, 102 v. 504, § 19.) Section 8673-20. (‘‘Indorsement’’ defined.) A certificate is indorsed when an assignment or a power of attorney to sell, assign, or transfer the certificate or the shares repre- sented thereby is written on the certificate and signed by the person appearing by the certificate to be the owner of the shares represented thereby, or when the signature of such person is written without more upon the back of the certificate. In any of such cases a certificate is indorsed though it has not been delivered. (June 7, 1911, 102 v. 504, § 20.) Section 8673-21. (‘‘Owner’’ defined.) The person to whom a certificate was originally issued is the person ap- pearing by the certificate to be the owner thereof, and of the shares represented thereby, until and unless he indorses the certificate to another specified person, and thereupon such other specified person is the person appearing by the certificate to be the owner thereof until and unless he also indorses the certificate to another specified person. Subse- quent special indorsements may be made with like effect. (June 7, 1911, 102 v. 504, § 21.) Section 8673-22. (Other definitions.) (1) In this act, unless the context or subject matter otherwise requires— ‘Certificate’? means a certificate of stock in a corpora- tion organized under the laws of this state or of another state whose laws are consistent with this act. ““Delivery’’ means voluntary transfer of possession from one person to another. ‘‘Person’’ includes a corporation or partnership or two or more persons having a joint or common interest. To ‘‘purchase’’ ‘includes to take as mortgagee or as pledgee. " Purchaser”? includes mortgagee and pledgee. ‘Shares’? means a share or shares of stock in a corpora- tion organized under the laws of this state or of another state whose laws are consistent with this act. ‘State’’ includes state, territory, district and insular possession of the United States. _ transfer’? means transfer of legal title. ; Title’’ means legal title and does not include a merely equitable or beneficial ownership or interest. ‘“‘Value’’ is any consideration sufficient to support a sim- ple contract, an antecedent or pre-existing obligation, whether for money or not, constitutes value where a certificate is taken either in satisfaction thereof or as security therefor. eet 1083 GENERAL CORPORATION LAW. G. C. § 8674 (2) A thing ‘‘is done in good faith’’ within the meaning of this act, when it is in fact done honestly, whether it be done negligently or not. (June 7, 1911, 102 v. 504, § 22.) Pledges of stock. Rights and remedies of pledgor and pledgee see note to § 8682. “Value.” For other definitions see G. C. § 8295 (Negotiable Instruments Act). G. C. § 8456 (Sales Act). G. C. § 8508 (Warehouse Receipts Act). G. C. § 8993-52 (Bills of Lading Act). Where no extension of time was given, a pledgee to whom certificates were transferred to secure a pre-existing debt was held to have no greater rights therein than the pledgor. Cleveland v. Bank, 16 O. S. 236, 269 (1865). Section 8673-23. The provisions of this act apply only to certificates issued after the taking effect'of this act. (June 7, 1911, 102 v. 504, § 23.) Section 8673-24. This act shall take effect on the first day of July, one thousand nine hundred and eleven. (June 911,102 ve. 505, § 24.) Section 8674. (How payment of stock enforced.) If an installment on stock is unpaid for sixty days after the time it was to be paid, whether the stock is held by the subscriber, an assignee, or transferee, it may be collected by suit, or the directors may sell such stock at public auction for the in- Stallment then due. (R. S. Sec. 3253; March 145018533051 vy. 484, §1; May 1, 1852, 50 v. 274, §7; S. & G. 276, 319.) Subscriptions generally. See note to § 8630. Payment of subscriptions. See note to § 8632. Exchange of stock for property. See note to § 8630. I. Forfeiture of subscriptions. A. Waiver of right, p. 1085. B. Injunction against forfeiture, p. 1085. C. Irregular forfeiture. Laches of stockholder, p. 1085. II. Suits to collect subscriptions. A. Conditions precedent, p. 1085. (a) Calls, p. 1085. (b) Notice of ealls, p. 1085. (c) Calls after insolvency, p. 1086. (d) Presentation of claim to administrator, p. 1086: : (e) Subscription of ten percent of capital stock, p. 1086, (f) Performance of conditions, p. 1086. (g) Tender of stock certificates, p. 1086. B. Who may bring suit. (a) The corporation, p. 1087. (b) A consolidated company, p. 1087. (c) An assignee of subscriptions, p. 1087. (d) The assignee for creditors, p. 1087. (e) The trustee in bankruptey, p. 1087. (f) A receiver, p. 1087, (g) Creditors, p. 1088. G. C. § 8674 OHIO PRIVATE CORPORATIONS. 1084 CG. Who are liable. (a) Original subscribers, p. 1089. Transferrers, p. 1089. Transferees, p. 1090. Purchasers and donees of stock after organization, 1090. (1) Stock dividends, p. 1090, (2) Sales below par, p. 1090, (3) Exchanges of stock for property, p. 1091. Legatees, p. 1091. Unauthorized agent, p. 1091. The state, p. 1092. Subscribers to stock in a foreign corporation may be sued in Ohio by a ereditor, p. 1092. D. Joinder of actions, p. 1092. BE. Joinder of defendants, p. 1092. F. Pleading and practice, p. 1092. (a) (¢) Supplemental petition setting up judgment against corporation, p. 1092. Amendment of petition substituting allegation of receivership for judgment, ete., p. 1092. Discovery of names of subscribers, p. 1093. Evidenee. As to former judgment for installments, p. 1093. Prima facie case, p. 1093. Amount of recovery, p. 1093. Error or appeal, p. 1093. r remedies against subscribers. Proof of claim in bankruptcy, p. 1093. {} Corporation may apply dividends on unpaid sub- scriptions, p. 1093. Unpaid subscriptions as a trust fund for creditors, p. 1093. “4 H. Statute of limitations, p. 1093. I. Defenses. ue) Nit a” Non-compliance with the Blue Sky Law, p. 1094. Withdrawal and release of subscription, p. 1094. Compromise and release of subscription, p. 1094. Fraud in obtaining subseription, p. 1095. Alteration of subscription, p. 1095, y Alteration of decoy subscription made by another person, p. 1095, A Decoy subseription, ._p. 1095. < Irregular or incomplete incorporation, p. 1095. ' Irregular incorporation as a defense against the cor- poration, p. 1096. RK Misnomer of corporation, p. 1096. : Forfeiture of charter, p. 1097. Amendments to charter, p. 1097. . Agreement to give common stock free with pre= ferred stock, p. 1097. ; Change in character of stock, p. 1097. a Delay in completion of work. Abandonment of en- terprise, p. 1097. — : Change of route of railroad, p. 1097. Change of termini of railroad, p. 1098. ie eae of corporate purpose from prospectus, p. | > 1085 GENERAL CORPORATION LAW. G. C. § 8674 (s) Discharge in bankruptcy, p. 1098. (t) Agreement to pay in property, p. 1098. (a) Payment. (1) In money, but less than par, p. 1098. (2) In property, p. 1099. (3) By dividends, p. 1099. (4) By note, p. 1099. (5) To unauthorized agent of corporation, p. 1099: (v) Breach of condition subsequent or stipulation in subscription, p. 1099. (w) Set off and counterclaim, p. 1099. (x) Stipulation in corporate mortgage against individual liability, p. 1100. (y) Irregularities in a creditor’s judgment, p. 1100. I. FORFEITURE OF SUBSCRIPTIONS. A. Waiver of right. Until a corporation proceeds under §§ 8674 to 8676 to foreclose the interest of a subscriber, it remains the property of the subscriber. A corporation can not, without following the method authorized by these sections, forfeit the subscription and appropriate the amounts paid. Where a corporation takes no action the subscriber, or an assignee, may tender the amount due with intérest, and by action compel the corporation to issue a stock certificate, and to account to him for divi- dends declared. The statute of limitations begins to run from the time of such tender. Iron Railroad Co. v. Fink, 41 O. S. 321 (1884). B. Injunction against forfeiture. A forfeiture of stock in an in- solvent corporation by the directors so as to release solvent subscribers is fraudulent as to creditors and may be enjoined by them. Upson v. Rocky River, etc., Co., 2 Cleve. L. R. 355 (C. P. 1879). C. Irregular forfeiture. Laches of stockholder. Where there were defects in forfeiture proceedings, but the stockholder had knowledge of the assessments, and failed to pay the same for sixteen years, having knowledge of the precarious financial condition of the corporation, the stockholder is barred by laches from enforcing any rights in his stock. Hedley v. Improvement Co., 13 N. P. n. s. 523 (C. P. 1912). I. SUITS TO COLLECT SUBSCRIPTIONS. A. Conditions precedent. (a) Calls. An action to recover on a stock subscription ean not be brought until sixty days after the time of payment designated in the call. After the first installment is paid nothing is due on a sub- Scription until a call has been made by the directors specifying the time for payment. § 8632. Thomas v. Kalbfus, 97 O. S. 232 (1918). Mansfield, ete., Co. v. Hall, 26 O. S. 310 (1875). Railroad Co. v. Fink, 41 O. S. 321, 329 (1884). Gibson v. Columbia, etc., Co., 18 O. S. 396 (1868). Unless the call has been waived by agreement of the parties. See Mansfield, ete., Co. v. Pettis, 26 O. S. 259 (1875). The making of the call should be alleged in the petition where the action is brought by the corporation, or a consolidated company, or an assignee of the subscription. Mansfield, ete., Co. v. Hall, 26 O. S. 310 (1875). P. & O. Canal Co. v. Webb, 9 Ohio 136 (1839). (b) Notice-of calls. Whether notice of a call must be given to G. C. § 8674 OHIO PRIVATE CORPORATIONS. 1086, subscribers before suit can be brought on their subscriptions has not been judicially determined in Ohio except in Proprietors, ete., v. Wade, 7 W. L. J. 95 (Commercial Court of Cincinnati, 1849) in which five installments were involved and payment of the first four had been de- manded. It was held that demand of the fifth installment was not necessary except perhaps as affecting costs. In other states under statutes somewhat similar to §§ 8632 and 8674 the authorities are conflicting. Cook on Corporations, §§ 117, 118. Publication of notice is a condition precedent to forfeiture of stock for nonpayment of calls. See § 8675. (c) Calls after insolvency. Where the corporation is insolvent the making of a call by the directors is not a condition precedent to an action by the receiver or a creditor. In such an action the subscriptions will either be regarded as due, or the court will make the call. Thomas v. Kalbfus, 97 O. 8. 232 (1918). Turnbull v. Pomeroy Salt Co., 24 W. L. B. 133 (C. P. 1890). Henry v. Vermillion, ete., R. Co., 17 Ohio 187, 191 (1848). A court of bankruptcy may make the call. In re Flood-Pratt Dairy Co., 7 O. L. R. 603; 16 O. F. D. 396 (Referee 1909). (d) Presentation of claim to administrator. The claim should be presented to the administrator or executor of the estate of a deceased subscriber before suit. Roebling Sons Co. v. Shawnee, ete., Co., 4 N. P. n. s. 113, 115; 17 L. D. 8 (1906) ; aff’d, no rep., 78 O. S. 408. But where the estate of a deceased subscriber was fully adminis- tered before a call was made by the court, after insolvency, a residu- ary legatee, who received from the estate property of value in excess of the amount claimed under the subscription, can not escape liability on the ground that the claim was not presented to, and suit brought against, the executor. Thomas v. Kalbfus, 97 O. S. 232 (1918). (e) Subscription of ten percent of capital stock. Until ten per- cent of the capital stock has been subscribed stbseribers can not be compelled by the corporation to pay beyond the first installment. Trust Co. v. Floyd, 47 O. S. 525, 542 (1890). It is not necessary that the entire capital stock be subscribed. Sub- scriptions may be enforced after ten percent has been subscribed. See §§ 8632 to 8635. Jewett v. Railway, 34 0. S. 601 (1878). ee may waive the statutory right to have ten percent sub- scribed. Emmitt v. Springfield, etc., R. Co., 31 0. 8. 23, 26 (1876). (f) Performance of conditions. The petition in an action brought on a conditional subscription must allege performance of all conditions precedent. Trott v. Sarchett, 10 O. S. 241 (1859). Railroad Co. v. Hinsdale, 45 O. 8, 556, 570 (1888). See note to § 8630. Conditional subscriptions. (g) Tender of stock certificates to the subscriber is not required before suit. But where by the terms of a subseription the amount was payable in installments and certificates were to be issued for the sev- eral installments paid it was held that readiness and willingness to issue and deliver the certificates should be alleged in the petition. James v. Cincinnati, ete., R. Co., 2 Dis. 261 (Super. Ct. Cin. 1858). 1087 GENERAL CORPORATION LAW. G.C. § 8674 B. Who may bring suit. (a) The corporation may sue to enforce payment of subscriptions to its stock. See Iron Railroad Co. v. Fink, 41 O. S. 321, 332 (1884). Ashtabula, ete., R. Co. v. Smith, 15 O. S. 328 (1864). Henry v. Vermillion, ete., R. Co., 17 Ohio 187 (1848). But see Traction Oo. v. Burch, 93 O. 8. 498. A subscription payable to the “president and directors” of a corpora- tion may be enforced in the name of the corporation. Milford, ete., Co. v. Brush, 10 Ohio 111 (1840). (b) A consolidated company may recover on subscriptions to the stock of its constituent corporations, where the consolidation was ef- fected under statutes in force at the time such subscriptions were made and which authorize the consolidated company to acquire debts due on subscriptions. Mansfield, etc., Co. v. Brown, 26 O. S. 223, 238, 239 (1875). Mansfield, etc., Co. v. Stout, 26 O. S. 241 (1875). Compton y. Railway, 45 O. S. 592, 620 (1888). See § 9038. (c) An assignee of subscriptions may sue the subscriber where the calls have been made by the directors. Dungan v. Safford, 41 O. S. 15 (1884). Downie v. Hoover, 12 Wis. 174. An assignee, who has purchased claims for unpaid subscriptions from the trustee in bankruptcy of the corporation, may sue thereon, although it may be doubtful whether he is entitled to’ recover more than the amount paid by him therefor. Yoder v. Tubman, 19 C. C. n. 8s. 225 (1911). (d) The assignee for creditors of the corporation may sue, un- paid subscriptions being a part of the trust fund for creditors. The assignee and a creditor may join as plaintiffs in the action. Sayler v. Simpson, 12 L. D. 148 (Super. Ct. Cin. 1888). Turnbull v. Pomeroy Salt Co., 24 W. L. B. 133 (C. P. 1890). See Niles v. Olszak, 87 O. S. 229 (1912). (e) The trustee in bankruptcy of the corporation is vested with the legal title to unpaid subscriptions and may sue thereon. Thrall v. Union, ete., Co., 6 O. L. R. 676; 19 L. D..732 (C. P. 1909). Security Trust Co. v. Ford, 75 0. S. 322 (1906). Kiskadden v. Steinle, 203 Fed. 375 (C. CG. A. 1913). Petition of Stuart, 272 Fed. 938 (1921). The trustee may be substituted as plaintiff in a suit, brought by a creditor before the bankruptcy, in which suit a demurrer had been filed on the ground that the creditor had not exhausted his remedy by judgment and execution: Van Camp v. McCulley, 89 O. S. 1 (1913). (f) A receiver appointed under § 11943 et seq. to wind up the affairs of a corporation may bring suit on stock subscriptions. x. C. § 11946. Smith v. Johnson, 57 O. S. 486 (1898). After judgment against a subscriber in favor of such a receiver the court appointing the receiver has power to direct the receiver to collect i fain judgment only the subscriber’s fair proportion of the corporate ebts. Clarke v. Thomas, 34 O. S. 46 (1877). An action by such a receiver is a suit at law. Subscribers residing G. C. § 8674 OHIO PRIVATE CORPORATIONS. 1088 out of the county can not be joined as defendants and served with sum- mons issued to the county of their residence. Smith v. Johnson, 57 O. 8S. 486 (1898). The action is not appealable. Union Sav. Bank v. Traction Co., 13 Ohio App. 9, 31 O. C, A. 127, 270 (1920); motion to certify record overruled, 18 O. L. R. 112. Pn x An allegation that the plaintiff seeks to recover only so much of unpaid subscriptions as is necessary to pay the corporate debts and to equalize the assessments on stockholders does not convert the ac- tion into a chancery case. Union Sav. Bank y. Traction Co., 13 Ohio App. 9, 31 O. C. As 127, 270 (1920); motion to certify record over- ruled, 18 O. L. R. 112. A receiver of an insolvent foreign corporation appointed in its home state with no other title to its assets and property than that derived from his appointment in a suit brought to subject its property to the payment of claims of creditors can not sue in Ohio on a subscription to its stock. Leman v. Mac Lennan, 7 C. C. n. s. 205; 18 C. D. 137 (1905) ; aff’d, no rep., 75 O. S. 643. A receiver appomted by federal court is the proper person to bring suit to collect stock subscriptions. Hartford Trust Co. v. Doherty, 286 Fed. 926 (C. C. A. Ohio 1923). (g) Creditors. Where a corporation has property or assets upon which execution may be levied, a creditor can not bring suit upon its stock subscriptions. But where the corporation has no such property or assets a creditor may, by a creditor’s bill or proceeding in aid of execution, subject unpaid subscriptions to his claim. Henry v. Vermillion, etc., R. Co., 17 Ohio 187 (1848). Van Camp v. McCulley, 89 O. S. 1 (1913). Gilmore v. Bank of Cincinnati, 8 Ohio 62, 71 (1837). Dunbar v. Harrison, 18 O. S. 24 (1868). Moutray v. Connor, ete., Co., 7 O. L. R. 446 (C. P. 1909). Ewin v. Cincinnati, ete., R. Co., 2 W. L. M. 42 (Super. Ct. Cin. 1859). Everheart v. U. S. Investment Co., 1 Hosea 524. By the filing of a proceeding in aid of execution, or creditor’s bill, a judgment creditor acquires a lien on the fund. Dunbar v. Harrison, 18 O. S. 24 (1868). Miers v. Zanesville, ete., Co., 18 Ohio 197 (1844). Kilbreath v. Gaylord, 3 W. L. B. 525 (Super. Ct. Cin. 1878); atf’d, 34 O. 8. 305. One creditor may sue on behalf of all creditors. Turnbull v. Pomeroy Salt Co., 24 W. L. B. 133 (C. P. 1890). But after the corporation has been adjudged a bankrupt a creditor can not sue. The trustee in bankruptcy of the corporation alone has the right to maintain the action. Thrall y. Union, etc., Co., 6 O. L. R. 676; 19 L. D. 732 (C. P. 1909). After the appointment of a receiver under § 11943 in a proceeding to wind up the affairs of a corporation, a creditor may intervene in the proceeding by answer and cross-petition and set up a cause of action against a subscriber. _Peter v. Farrel Foundry & Machine Co., 53 O. 8. 534 (1895). Action by creditor after assignment for creditors. ; See Painesville N. B. vy. King Varnish Co., 8 C. ©. 563; 4 C.D. 511 (1894) ; reversed, without report, 56:0. S. 744. Etliplatd aie Pomeroy Salt Co., 24 W. L. B. 133 (C. P. 1890). subscriptions to stock j io : i Ohio by welites bill. Bee SSE OEE R mae en v. U. S. Investment & Red, Co., 1 Hosea 524 (Super. Ct. in.). rte 1089 GENERAL CORPORATION LAW. G. C. § 8674 Citing Kulp v. Fleming, 65 O. 8. 321. : The petition in a creditor’s action should, in general, allege that a judgment has been recovered on, his claim against the corporation and ‘that execution has been issued and returned nulla bona. Dickason v. Grafton, etc., Co., 6 C. C. n. s. 329, 330, 331; 17 C. D. 357 (1905); aff’d, 76 O. S. 612. Turnbull v. Pomeroy Salt Co., 24 W. L. B. 133 (C. P. 1890). American, ete., Co. v. Dox, 4 N. P. n. s. 155; 16 L. D. 501 (Super. Ct. Cin. 1906). But judgment and execution are unnecessary where the corporation has no property or assets subject to execution, or its assets are in the hands of a receiver. . Peter v. Farrell, etec., Co., 53 O. S. 534, 557 (1895). Dickason v. Grafton, etc., Co., 6 C. C. n. s. 329, 330, 331; 17 C. D. 357 (1905); afi’d, 76 O. S. 612. Moutray v. Connor, etc., Co., 7 O. L. R. 446 (C. P. 1909). Turnbull v. Pomeroy Salt Co., 24 W. L. B. 133 (C. P. 1890). A judgment against the corporation in favor of a creditor can not be collaterally impeached by a stockholder where it was not obtained by fraud or collusion, although the stockholder had no notice of the suit. Scofield v. Excelsior Oil Co., 6 C. C. n. s. 176; 17 C. D. 318 (1905); aff'd, no rep., 74 O. S. 513. Henry v. Vermillion, ete., R. Co., 17 Ohio 187, 191. And although obtained during the pendency of the suit to tecover on the subscription and set up in a supplemental petition. Scofield v. Excelsior Oil Co., 6 C. C. n. s. 169, 176; 17 C. D. 347, 318 (1905) ; aff'd, no rep., 74 O. S. 513. In a creditor’s action directors may be enjoined from fraudulently disposing of funds realized from stock subscriptions. Upson v. Rocky River, etc., Co., 2 Cleve. L. R. 355 (C. P. 1879). C. Who are liable. (a) Original subscribers are liable on their subscriptions unless they have been released by the corporation or by a transfer in good faith. Gaff v. Flesher, 33 O. S. 107, 112 (1877). See below Defenses. Withdrawal and release of subscriptions. (b) Transferrers. A subscription to stock on which installments have been paid may be assigned by the subscriber. Iron Railroad Co. v. Fink, 41 O. S. 321 (1884). See Peter v. Union Mfg. Co., 56 O. S. 181 (1897). And it has been held that a subscriber who, acting in good faith, has transferred his subscription to another and paid all calls to the time of transfer is not further liable on his subscription, where the transfer is properly entered in the corporate books. Gilmore v. Bank of Cincinnati, 8 Ohio 62, 71 (1837). Porter v. Laws, 6 Am. L. R. 756; 3 W. L. B. 384 (Dist. Ct. 1878). A transfer to an insolvent person for the purpose of avoiding liability does not release the transferrer, at least as against debts existing at the time of transfer. Gaff v. Flesher, 33 O. S. 107, 112 (1877). Peter v. Union Mfg. Co., 56 O. S. 181 (1897). A transfer to a fictitious person is void and does not release the transferrer. Muskingum, etc., Co. v. Ward, 13 Ohio 120 (1884). Krohn v. Central, ete., Co., 4 N. P. 270; 6 L. D. 552 (GisP5-1897) . A verbal agreement made at the time of subscription between the subscriber and the president of the corporation to the effect that a third G. C. § 8674 OHIO PRIVATE CORPORATIONS. 1090 person would assumé¢ a part. of the subscription is no defense to the sub- scriber, where there was no transfer. Painesville N. B. v. King Varnish Co., 8 C. C. 563; 4 C. D. 511 (1894) ; reversed, in part, 56 O. S. 744. Where a transferrer has been compelled to pay calls made after the transfer, he may be subrogated to the rights of the corporation against the transferee, on clear proof of acceptance of the transfer. Tripp v. Appleman, 35 Fed. 19 (U. 8. C. C. Ohio 1888). (c) Transferees. The transferee of stock which has not been fully paid impliedly assumes the obligations for the unpaid balance and is liable for calls. Turnbull v. Pomeroy Salt Co., 24 W. L. B. 133 (C. P. 1890). Gilmore v. Bank of Cincinnati, 8 Ohio 62, 71 (1837). Acceptance of the transfer by the transferee must be shown. Tripp v. Appleman, 35 Fed. 19; 6 O. F. D. 71 (U.S. GC. G. Ohio 1888). A purchaser for value of stock who has no notice that it has not been fully paid is not liable. The purchaser may rely on the representation of the corporation that it has been paid. The statement “full paid” on a stock certificate is a representation by the corporation that the stock has been paid up and the purchaser need not inquire further. , Roebling Sons Co. v. Shawnee, etc., Co., 4. N. P. n. s. 113, 121; 17 L. D! 8 (1906); aff’d, no rep., 78 O. 8. 408. (d) Purchasers and donees of stock after organization. Where stock is disposed of by the directors after organization, not by means of subscriptions but by means of sales, exchanges for property or stock dividends, the persons receiving the stock from the corporation may be liable to creditors where the stock is not fully paid in money or property. ‘‘The fact that they did not subscribe for it or agree to take it until receipt of the certificates is immaterial, as the accep- tance of the certificates is sufficient evidence of an agreement to pay their par value.’’ Handley v. Stutz, 139 U. S. 417, 427 (1891). Gates v. Tippecanoe Stone Co., 57 O. S. 60 (1897). In re Flood-Pratt Diary Co., 7 O. L. R. 603; 16 O. F. D. 396 (Referee in Bkry. 1909). (1) Stock dividends. Where a stock dividend was declared at a time when there were no surplus profits (as required by § 8724) the stockholders who accepted the certificates are liable. They can not be relieved from liability by offering to return the stock after the corporation has become insolvent and suit brought to enforee payment, First N. B. v. Patton Co., 13 C. C. n. s. 289 (1910). See Handley v. Stutz, 139 U. S. 417 (1891) ——. (2) Sales below par. A purchaser of stock from the ecor- poration for less than par is liable to subsequent creditors who had no knowledge of the terms of the purchase, for the difference between the amount paid and the par value of the stock. Rickerson, ete., Co. v. Farrell, etc., Co., 75 Fed. 554 (C. C. A. 1896). Security Trust Co. v. Ford, 75 O. S. 322 (1906). Handley v. Stutz, 139 U. gs. 417 (1891). In re Flood-Pratt Dairy Co., 7 0. L. R. 603; 16 O. F. D. 396 (Referee in Bkry. 1909). But under some circumstances such a purchaser is not liable to the corporation or as against other stockholders. Peter v. Union Mfg, Co., 56 O. S. 181 (1897). a Gh 1091 GENERAL CORPORATION LAW. G. C. § 8674 Kinsey v. Mt. Auburn Cable Co., 6 C. C. n. s. 305; 17 C. D. 633 (1905) ; aff’d, no rep., 75 O. S. 602. See Security Trust Co. v. Ford, 75 O. S. 322, 333 (1906). Nor to creditors whose claims were incurred prior to the purchase. Handley v. Stutz, 139 U. 8. 417 (1891). See Peter v. Union Mfg. Co., 56 O. S. 181, 203 (1897). Nor to subsequent creditors who have knowledge of the terms of the purchase. : Rickerson, etc., Co. v. Farrell, etc., Co., 75 Fed. 554 (C. 0. A. 1896). Kinsey v. Mt. Auburn Cable Co., 6 C. C. n. s. 305, 314; 17°C. D. 633 (1905) ; aff’d, no rep., 75 O. S. 602. See note to § 8630, Sales below par. The United States Circuit Court of Appeals has held that stock- holders who purchase stock from the corporation below par at its market price, its capital being then impaired, are not liable to credit- ors. Thoms v. Goodman, 254 Fed. 39; 17 O. L. R. 31 (Ohio 1918). Where less than par is paid by a subscriber, the difference being credited to a Board of Trade as commission on the subseription, and assigned by the Board of Trade to the subscriber, he is liable to creditors for the difference. Vandeusen v. Ransom, 23 C. C. n. s. 194 (1912). . (3) Exchanges of stock for property. Where stock is ex- changed for property at a fraudulent overvaluation the persons re- ceiving the stock from the corporation are liable to creditors for the difference between the actual value of the property and the par value of the stock. Gates v. Tippecanoe Stone Co., 57 O. S. 60 (1897). Ford v. Lamson, 17 C. C. 539: '9 C. D. 374 (1899). Sayler v. Simpson, 12 L. D. 148 (Super. Ct. Cin. 1888). But they are not liable to the corporation itself. Orton v. Edson, ete., Co., 5 C. ©. n. s. 540; 17 GC. D. 107 (1905) : aff’d, no rep., 75 O. S. 580. Leman v. MacLennan, 7 C, C. n. s. 205, 208; 18 C. D. 137 (1905) ; aff’d, no rep., 75 O. S. 643. See note to § 8630, Exchange of stock for property. (e) Legatees. A residuary legatee, who has received assets of the estate exceeding the amount unpaid on a subscription made by the testator, is liable where the cause of action did not accrue on the subscription until after the estate was fully administered. Thomas v. Kalbfus, 97 O. S. 232 (1918). Where, under a will bequeathing all the estate to a sole legatee providing she shall first pay from the moneys of the estate all debts, the legatee did not accept stock on which there was a liability for unpaid subscriptions, she was held not to be personally liable therefor. Roebling Sons Co. v. Shawnee, etc., Doe SiN a, Bai Net Gee BL Goal bG 2 LT Tu D. 8 (1906) ; aff’d, no rep., 78 O. S: 408. But where such a legatee purchased the stock from herself as exec- utrix and had it transferred to her name on the corporate books, she was held liable, although the purchase from herself was illegal. Biggio v. Sandheger, 8 N. P. 13 (C. P. 1900). (f) Unauthorized agent. It has been held that a person who without authority stgns the name of another person to a subscription, his own name not appearing on the paper, can not be held liable on the subscription. Cincinnati Hotel Co. v. Marsh, 9 W. L. B. 176 (Dist. Ct. 1883). G. C. § 8674 OHIO PRIVATE CORPORATIONS. 1092 (g) The state. No suit can be brought against the state on a . subscription. Miers v. Zanesville, etc., Co., 11 Ohio 273 (1842). (h) Subscribers to stock in a foreign corporation may be sued in Ohio by a creditor. Everheart v. U. S. Investment & Red. Co., 1 Hosea 524 (Super. Ct. Cin.) See Kulp v. Fleming, 65 O. S. 321 (1901). Blair v. Newbegin, 65 O. 8. 425 (1901). But not by a receiver of an insolvent foreign corporation appointed in its home state with no other title to its assets and property than that derived from his appointment in a suit brought to subject its property to the payment of creditors’ claims. Leman v. MacLennan, 7 C. C. n. s. 205; 18 C. D. 137 (1905); aff’d, no rep., 75 O. S. 643. D. Joinder of actions. An action by a creditor on stock sub- scriptions may be joined with an action to enforce the statutory lia- bility of stockholders. Warner v. Callender, 20 O. 8S. 190 (1870). Peter v. Farrell, etc., Co., 53 O. S. 534, 557 (1895). E. Joinder of defendants. Where the suit is equitable in its na- ture all subscribers may be joined as defendants. Where it is merely an action at law subscribers whose liability is several can not be joined as defendants in one action. Smith v. Johnson, 57 O. 8. 486, 488 (1898). An action by the corporation itself, or by a receiver appointed under § 11943 to wind up its affairs, is an action at law. It is not proper practice to join as defendants subscribers who reside out of the county where suit is brought and to issue summons to another county to obtain service on them. Smith v. Johnson, 57 O. S. 486 (1898). It has been held that such nonresident stockholders may be joined in a creditors’ bill after judgment. Ewin v. Cincinnati, ete., R. Co., 2 W. L. M. 42 (Super. Ct. Cin. 1859). In a suit to set aside a fraudulent payment of subscriptions by prop- erty, all subscribers who participate in the fraud may be joined. Sayler v. Simpson, 12 L. D. 148 (Super. Ct. Cin. 1888). A stockholder, bringing suit for the benefit of the corporation to collect subscriptions, ean not join a cause of action in favor of the plaintiff personally against a resident of another county for fraud in inducing plaintiff to.purechase the stock. Smith v. Banking Co., 19 C. C. n..s. 417 (1912), F. Pleading and practice. (a) Supplemental petition setting up judgment against corporation. In an action by a creditor, where the original petition was defective in not alleging a judgment and execution against the corporation, a supplemental petition may be filed setting up that, during the pendency of the action, such judgment has been recovered and execution issued. Scofield v. Excelsior Oil Co., 6 C. CG. n. s. 169 176; 17 C. D. 347, 3am (1905) ; aff'd, 74 O. S. 513. ‘paskt ; (b) Amendment of petition substituting allegation of receiver- ship for judgment, etc. In an action by a creditor, where the petition alleged a Judgment against the corporation but it appeared that the judgment was void for lack of proper service, the creditor was per- oe 1093 GENERAL CORPORATION LAW. G. C. § 8674 mitted, at the trial, to amend and allege the appointment of a re- ceiver and the judicial determination of insolvency of the corporation. Dickason v. Grafton, etc., Co., 6 C. C. n. s. 329, 331; 17 C. D. 357 (1905); aff'd, 76 O. S. 612. Where suit was brought by a creditor, who failed to allege a judgment against the corporation, or insolvency of the corporation, the trustee in bankruptcy of the corporation may be substituted as plaintiff, and, by amended petition, may set up his right and title to maintain the suit. Van Camp v. McCulley, 89 O. 8. 1 (1913). (c) Discovery of names of subscribers. A creditor, by creditor’s bill or proceeding in aid of execution, may compel a disclosure of the names of subscribers and the amounts due from each. Miers v. Zanesville, etc., Co., 11 Ohio 273 (1842). (d) Evidence. As to former judgment for installments. In an action on two subscriptions for four and ten shares respectively, which were denied by the answer, the record of a judgment against the subscriber for installments on one subscription of a different date for fourteen shares is not admissible. Hanes v. Dayton, ete., Co., 40 O. S. 95 (1883). (e) Prima facie case. See Milford, ete., Co. v. Brush, 10 Ohio 111 (1840). (f) Amount of recovery. Interest from the time when calls were due may be recovered by the corporation. Railroad Co. v. Fink, 41 O. S. 321, 327 (1884). National Bank v. Greenville, ete., Co., 3 C. C. n. s. 372, 381; 13 C. D. 274 (1899). On a subscription payable in land the recovery is not the par value of the stock. If the circumstances prevent a specific performance of the agreement, the measure of damages is the value of the land. Dayton, etc., R. Co. v. Hatch, 1 Dis. 84 (Super. Ct. Cin. 1855). After judgment against a subscriber in favor of a receiver the court appointing the receiver has power to direct the receiver to collect on such judgment only the subscriber’s fair proportion of the corporate debts. Clarke v. Thomas, 34 O. S. 46 (1877). (g) Error or appeal. An action to collect unpaid subscriptions is not a chancery case and is not appealable. Traction Co. v. Trust Co., 9 Ohio App. 414 (1918). G. Other remedies against subscribers. (a) Proof of claim in bankruptcy. An unpaid subscription is a debt provable against the estate of the bankrupt subscriber. Roeblings Sons Co. vy. Shawnee, ete., Co., 4 N. P. n. s. (Ki les Sash hy Gd bee BR 8 (1906); aff’d, no rep., 78 O. S. 408. (b) Corporation may apply dividends on unpaid subscriptions. Rhodes v. Equitable, ete., Co., 3 C. C. 501; 2 C. D. 288 (1888) ; affirmed, 27 W. L. B. 160. (c) Unpaid subscriptions as a trust fund for creditors. See note to § 8684. H. Statute of limitations. An action to recover on a stock subscription is barred in fifteen years, a subscription being a promise in writing. Warner v. Callender, 20 O. S. 190 (1870). ' Gibson v. Columbia, ete., Bridge Co., 18 O. S. 396 (1868). See Gilmore v. Bank of Cincinnati, 8 Ohio 62 i (1837); G. C. § 8674 OHIO PRIVATE CORPORATIONS. 1094 The cause of action accrues at the time of payment specified in the call made by the directors. Gibson v. Columbia, etc., Bridge Co., 18 O. 8S. 396 (1868). Warner v. Callender, 20 O. 8. 190 (1870). Railroad Co. v. Fink, 41 O. S. 321, 329 (1884). Kilbreath v. Gaylord, 34 O, S. 305 (1877). Where the corporation is insolvent the statute of limitations begins to run in favor of the subscriber at the time of the appointment of a receiver or other act of insolvency. Roeblings Sons Co. v. Shawnee, etc., Co., 4 N. P. n. s. 113; 17 L. D. 8 (1906); aff’d, no rep., 78 O. S. 408. Where, after insolventy, a call is made by the court, the statute begins to run when the call is so made. Thomas v. Kalbfus, 97 O. S. 232 (1918). An action against the estate of a deceased subscriber may, where the corporation is insolvent, be barred in eighteen months under G. C. § 10746. Roebling Sons Co. v. Shawnee, etc., Co., 4 N. P. n. s. 113, 115, 116; 17 L. D. 8 (1906); aff'd, no rep., 78 O. S. 408. An action by creditors to set aside a fraudulent exchange of property for stock is barred in four years from discovery of the fraud by the creditors. Sayler v. Simpson, 12 L. D. 148 (Cin. Super. Ct. 1888). Where demand notes were given by subscribers to the stock of an insurance company organized under a special charter, it was held that such notes were intended to be payable on call of the directors and that the statute did not begin to run until such call was made. Kilbreath v. Gaylord, 34 O. S. 305 (1877). The limitation of G. C. § 8688 does not apply to an action on sub- scriptions. Bauman y. Kiskadden, 94 O. S. 130 (1916); Kiskadden v. OE 95 O. S. 88 (1916); Yoder v. Tubman, 19 C. C. n. s. 225 (1911). I. Defenses. (a) Non-compliance with the Blue Sky Law. A subscription ob- tained without complying with the Blue Sky Law (§§ 6373-1 to 6373-24) is illegal and unenforceable. Edward v. Ioor, 205 Mich. 617, 172 N. W. 620; Goodyear v. Meux, 143 Tenn. 287, 228 S. W. 57. (b) Withdrawal and release of subscription. A subscriber can not relieve himself from liability by attempting to withdraw or cancel his subscription. Gaff v. Flesher, 33 O. S. 107, 112-113 (1877). _ Nor can the corporation release the subscriber to the prejudice of any intervening creditor. Gaff v. Flesher, 33 O. S. 107, 113 CLETGys Directors have no power to release a subscriber except with the unanimous consent of the other subscribers. See Royce v. Tyler, 2 C. C. 175, 187; 1 ©. D. 428 (1887). A subscriber may be released by the unanimous consent of the other subscribers before debts are incurred. Such consent need not be express, Where a subseriber stated in open meeting that he would withdraw his subscription for five shares, but agreed to take one share, and all other subscribers had knowledge of his withdrawal and made no objection, he was held not liable to subsequent creditors. Ginn y. Sanitarium Co., 16 CO. G. n. s. 90 (1909). (c) Compromise and release of subscription. The directors have power to compromise with and release a subseriber, for a valuable 1095 GENERAL CORPORATION LAW. G. C. § 8674 consideration paid by the subscriber, where there is a bona fide con- troversy as to his liability or where the subscriber is insolvent. When made in good faith and fully executed the compromise agreement re- leases the subscriber from further liability. Warner v. Callender, 20 O. S. 190, 198 (1870). State y. Building Assn., 35 O. S. 258, 263 (1879). Wangerien v. Aspell, 47 O. 8. 250 (1890). Biggio v. Sandheger, 8 N. P. 138, 15 (1900). See Morgan v. Lewis, 46 O. S. 1 (1888). Sanderson v. Aetna Iron & Nail Co., 34 O. S. 442 (1878). (d) Fraud in obtaining subscription. Fraud in inducing a sub- scription is a defense against its enforcement. Jewett v. Railway, 34 O. S. 601, 609 (1878). Armstrong v. Karshner, 47 O. S. 276, 294 (1890). Freeman v. Muth, 3 W. L. B. 914 (Dist, Ct. 1878). James v. Cincinnati, etc., R. Co., 2 Dis. 261, 266 (1851). But where the subscriber takes no action for an unreasonable time after discovery of the fraud and the rights of creditors intervene, he can not defend on the ground of fraud. Mansfield v. Woods, Jenks & Co., 29 W. L. B. 111 (C. P.) Ryan v. Miami, etc., Ry. Co., 10 A, L. R. 263 (C. P. 1881). See Painesville N. B. v. King Varnish Co., 8 C. C. 563; 4 C. D. 511 (1894); reversed, in part, 56 O. S. 774. Fraud is a defense, even after bankruptcy of the corporation, where no corporate debts were contracted after the subscription. Yoder v. Hoyt, 18 C. C. n. s. 433 (1910). After insolvency of the corporation, while a defrauded subscriber can not rescind to the prejudice of creditors, yet the liability of other stockholders must be exhausted before his liability is resorted to. Gill v. Printing Co., 16 CO. C. n. ¢. 568 (1907); aff’d, no rep. 80 O. 8. 742, 81 O. 8. 515. As to representations which constitute fraud, see note to § 8630. (e) Alteration of subscription. Where a subscription has been materially altered by increasing the number of shares subscribed for, without the knowledge of the subscriber, the corporation can not re- cover on the original subscription without showing that the alteration was not fraudulently made by it. Bery v. Marietta, ete., Co., 26 O. S. 673 (1875). (f) Alteration of decoy subscription made by another person. Where one was inducéd to subscribe on the faith of a prior subserip- tion made by another person, a subsequent alteration of the prior sub- scription, the number of shares being reduced, is no defense to the persons so induced to subscribe. The alteration, being an attempted fraud on other subscribers, is a nullity. Jewett v. Railway, 34 O. S. 601 (1878). Bates v. Lewis, 3 O. S. 459 (1854). (g) Decoy subscription. That a subscription was made without any intention to pay it, but for the purpose of pretending to the pub- lie that the stock had been largely subscribed, and to prevent the prodominance of certain stockholders, is no defense to the subscriber. Bates v. Lewis, 3 O. S. 459 (1854). Jewett v. Railway, 34 O. S. 601 (1878). Royce v. Tyler, 2 C. C. 175, 183; 1 C. D. 428 (1887). (h) Irregular or incomplete incorporation. In an action by a creditor, or for the benefit of creditors, a subscriber is estopped from G. C. § 8674 OHIO PRIVATE CORPORATIONS. 1096 setting up as a defense that statutory requirements were not complied with in the incorporation proceedings. Dickason v. Grafton Sav. Bank, 6 C. C. n. s. 329, 332; 17 C. D. 357 (1905) ; aff’d, no rep., 76 O. S. 612. Clark v. Thomas, 34 O. 8S. 46, 62 (1877). Warner v. Callender, 20 O. S. 190, 197 (1870). Mansfield v. Woods, 29 W. L. B. 111 (C. P. 1893). Ryan v. Miami, etc., R. Co., 10 A. L. R. 263, 273 (C. P. 1881). See note to § 8627. Hstoppel to deny corporate existence. Where the corporation has a de facto existence the subscribers are liable to creditors regardless of defects or irregularities in its organiza tion. Gaff v. Flesher, 33 O. 8. 107, 113 (1877). See note to § 8627. De facto corporations. Although in some cases corporate officers and others may be person ally liable for carrying on business in the corporate name in violation of law, such personal liability is no defense to an action by creditors on sub- scriptions made by such persons. Dickason v. Grafton Sav. Bank, 6 C. C. n. s. 329, 335; 17 C. D. 357 (1905); aff'd, no rep., 76 O. S. 612. See note to § 8627. Ultra vires acts. Personal liability for. The following irregularities or defects have been held not to release subscribers: Failure to pay the first installment of ten percent with the subscription as required by § 8632. Henry v. Vermillion, etc., R. Co., 17 Ohio 187 (1848). Chamberlain v. R. R. Co., 15 O. S. 225, 249 (1864). Ashtabula, etc., R. Co. v. Smith, 15 O. S. 328, 336 (1864). That a banking corporation commenced business before its entire capital stock was subscribed and one-half paid in, as required by statute: That the incorporators failed to give notice of the stockholders’ meeting to elect directors; or that a bare majority of the directors elected at such irregular meeting ever qualified or acted. Dickason v. Grafton Sav. Bank Co., 6 C. C. n. s. 329, 332; 17 C. D. 357 (1905); aff’d, no rep., 76 O. S. 612. That the subscription was made before the articles of incorporation were filed. Royce v. Tyler, 2 C. C. 175; 1 ©. D. 428 (1887). That no notice was given of a meeting of stockholders at which an increase of the capital stock of a mining company was voted; that a part of the increased stock was declined by the stockholders without — actual apportionment: or that original stockholders were given part of the increased stock without payment in money, as required by statute. Clark v. Thomas, 34 0. S. 46 (1877). Failure to obtain minimum amount of subscriptions is a defense against the corporation. Trust Co. v. Floyd, 47 O. S. 525, 542 (1890). (i) Trregular incorporation as a defense against the corporation. Where an action is brought on a subscription by the corporation it- self, it is doubtful whether the subscriber is estopped from setting up irregular or incomplete incorporation as a defense. Raccoon River Nav. Co. v. Eagle, 29 O. S. 238 (1876). Gaff v. Flesher, 33 0. S. 114-115 (1877). Society Perun v. Cleveland, 43 0. 8. 498-499 (1885). Trust Co. v. Floyd, 47 O. 8. 525, 542 (1890). (j) Misnomer of corporation. An error in the corporate name in the subscription will not release the subscriber where there is no doubt as to the corporation intended. | 1097 GENERAL CORPORATION LAW. G. C. § 8674 Milford, etc., Co. v. Brush, 10 Ohio 111, 114 (1840). Commissioners v. Perry, 5 Ohio 56 (1831). Royce v. Tyler, 2 C. C. 175, 183; 1 C. D. 428 (1887). See Biggio v. Sandheger, 8 N. P. 13; 10 L. D. 316 (1900). (k) Forfeiture of charter. A judgment of ouster in a quo war- ranto proceeding against the corporation is no defense to a subscriber in an action brought by a creditor. Rowland v. Meader Furniture Co., 38 O. 8. 269 (1882). Nor is it a defense to an action brought by the corporation that the corporation has committed an act for which its charter might be forfeited by the state. Milford, ete., Co. v. Brush, 10 Ohio 111 (1840). (1) Amendments to charter. The acceptance, by a corporation organized under a special charter, of an amendment to its charter which materially changed the business of the corporation was held to release the subscriber. Marietta, etc., R. Co. v. Elliott, 10 O. S. 57 (1859). (m) Agreement to give common stock free with preferred stock. An agreement by the corporation to give certain common stock free, to a subscriber for preferred stock, does not render the subscription illegal so as to release the subscriber from his obligation to pay for the preferred stock. Yoder v. Tubman, 19 C. OC. n. s. 225 (1911). ; (n) Change in character of stock. Where a corporation changes the nature and character of its capital stock so as to make it sub- stantially different from the stock subscribed for, the subscriber is not liable. James v. Cincinnati, etc., R. Co., 2 Dis. 261, 275 (Super. Ct. Cin. 1858). Covington, etc., Co. v. Sargent, 1 C. 8. C. R. 354 (1871); reversed on other grounds, 27 O. S. 233. (0) Delay in completion of work. hana iont of enterprise. It is no defense that a railroad company has not completed the road in its entirety, nor that it has abandoned a part of the enterprise, where the subscription is not made on such conditions precedent. Armstrong v. Karshner, 47 O. S. 276, 300 (1890). See Four Mile, etc., Co. v. Bailey, 18 O. 8S. 208 (1868). Where a turnpike company did not complete its enterprise until thirteen years after the date of its charter the delay was held no defense to a subscriber where the company during the entire time continued ef- forts to procure subscriptions and constructed the road as soon as funds were secured. Gibson v. Columbus, ete., Co., 18 O. S. 396 (1868). But where there are no: corporate debts abandonment of the corporate enterprise may be a defense. Traction Co. v. Burch, 93 O. S. 498, 92 0. S. 540. (p) Change of route of railroad. An immaterial change of the ‘Toute of a railroad or turnpike company is no defense. Milford, ete., Turnpike Co. v. Brush, 10 Ohio 111 (1840). Jewett v. Railway, 34 O. S. 601 (1878). See Armstrong v. Karshner, 47 O. S. 276 (1890). P. & O. Canal Co. v. Webb, 9 Ohio 136 (1839). Unless the subscription was made on the faith of the original loca- tion of the road, in which case the subscriber may obtain a ‘Telease by written notice. G. C. § 8747. G. C. § 8674 OHIO PRIVATE CORPORATIONS. 1098 (q) Change of termini of railroad. A change of termini of a railroad may release the subscriber. ‘ See § 8747. Marct i ete., R: Co. v. Elliott, 10 O. 8. 57 (1859). See Jewett v. Railway, 34 O. S. 601 (1878). (r) Variance of corporate purpose from prospectus. A subserip- tion to stock in a foreign corporation was made, before incorporation, — on the faith of a prospectus which proposed to build a hotel and pos-— sibly to furnish it. As organized, the corporate purpose was to build — a hotel and operate a hotel and restaurant. Held, a variance suffi- — cient to relieve the subscriber from liability. Ginter v. Blain, 2 Ohio App. 482; 21 C. C.. mi} 67 \366/ (1913). “ (s) Discharge in bankruptcy. A liability on a stock subscription — is not released by the discharge in bankruptcy of the subscriber where the subscriber did not schedule the liability as a debt, and the corpo-— ration had no knowledge or notice of the bankruptey proceedings. Roeblings Sons Co. v. Coal & Iron Co., 4 N. P. n. s. 1138; 17 L. D. j 8 (1906) ; aff’d, no rep., 78 O. S. 408. (t) Agreement to pay in property. A collateral agreement be- | tween a subscriber and the corporation giving the subscriber the — privilege of paying his subscription in property is no defense to an ~ action brought by a creditor, although the collateral agreement was made contemporaneously with the subscription. Such an agreement is considered a fraud on other stockholders. 1 Henry v. Vermillion, ete., R. Co., 17 Ohio 187 (1848). Noble v. Callender, 20 O. S. 199 (1870). Gates v. Tippecanoe Stone Co., 57 O. 8. 60, 75 (1897). ‘ Stunt v. Newark, ete., Co., 22 C. C. 120, 125; 12 C. D. 175 (1901)3) aff'd, no rep., 67 O. S. 555. But such an agreement should be distinguished from an executed — transaction in which’ the directors in good faith exchanged stock for property at a fair valuation, or accepted property in payment of a stock subscription. See Gates v. Tippecanoe Stone Co., 57 O..S. 60, 75 (1897). Orton v. Edson, ete., Co., 5 C. C. n. s. 540; 17 CG. D. 107 (1905) ; aff’d, 75 0. 8. 580. . Dayton, ete., R. Co. v. Hatch, 1 Dis. 84, 96 (Super. Ct. Cin. 1855). Sanderson v. Iron & Nail Co., 34 O. S. 442, 449 (1878). q (u) Payment. (1) In money, but less than par. Payment of a_ sum of money less than the full amount of the subscription is no defense against creditors although the stock has been issued as full — paid and non-assessable. | Security Trust Co. v. Ford, 75 O. 8. 322 (1906). See Handley v. Stutz, 139 U. S. 417 (1891) a In re: Flood-Pratt Dairy Co., 7 0. L. R. 603; 16 0. F. D. 396 (Referee in Bkry. 1909). 4 Although under some circumstances such payment may be a defense — against the corporation or as against other stockholders. Security Trust Co. vy, Ford, 75 0. 8, 322, 335 (1906). See note to § 8630. Sales below par. ; oer less than par was paid by a subscriber, the difference be- — ing credited to a Board of Trade as commission on the subscription, — and assigned by the Board of Trade to the subseriber he is liable to (oi) for the difference, Vandeusen y, Ransom, 23 ©. O. n. s. 1947 099 GENERAL CORPORATION LAW. G. C. § 8674 (2) In property. A stockholder who has received stock as fully paid up in exchange for property may under some circumstances be liable to creditors, but he is not liable to the corporation. The cor- poration can not treat the stock as only partially paid up and assess him with the difference between the actual value of the property and the par value of the stock. If the transaction was fraudulent the remedy of the corporation is to rescind the agreement. Orton v. Edson, ete., Co., 5 C. C. n. s. 540; 17 C. D. 107 (1905) ; aff'd, no rep., 75 O. 8S. 580. Leman v. MacLennan, 7 C. C. n. s. 205, 208; 18 C. D. 137 (1905) ; aff’d, no rep., 75 O. S. 643. But where the property was fraudulently overvalued creditors may recover from the stockholder the difference between the actual value of the property and the par value of the stock. Gates v. Tippecanoe Stone Co., 57 O. 8. 60 (1897). Sayler v. Simpson, 12 L. D. 148 (Super. Ct. Cin. 1888). See note to § 8630. -A purchaser of such stock from the original stockholder is not liable unless he knew of its fraudulent character. Roeblings Sons Co. v. Shawnee, ete., Co., 4 N. P. n. s. 1138; 17 L. D. 8 (C. P. 1906); aff’d, no rep., 78 O. S. 408. (3) By dividends. A subscriber is entitled to credit for dividends, both in cash and in stock, declared after his subscription was made. If in default for payments he should be charged with interest. Railroad Co. v. Fink, 41 O. S. 321 (1884). See Rhodes v. Equitable Life Ins. Co., 3 C. C. 501; 2 C. D. 288 (1888) ; aff'd, 27 W. L. B. 160. ——. (4) By note. See notes to § 8632. . (5) To unauthorized agent of corporation. Subscriptions should be paid to the treasurer of the corporation. Payment to an unau- thorized agent is no defense. See Nat]. Bank v. Greenville, ‘etc., Co., 3 C. C. n. s. 372, 381; 13 C. D. 274 (1899). (v) Breach of condition subsequent or stipulation in subscription. A breach by the corporation of a condition subsequent or stipulation in a subscription is no defense to the subscriber. His remedy is an action for damages. Stunt. v. Newark, etc., Co., 22 C. C. 120; 12 C. D. 175 (1901); aff'd, no rep., 67 O. 8. 555. ; Chamberlain v. Painesville, etc., R. Co., 15 O. S. 225, 247. See note to § 8630. Conditional subscriptions. (w) Set off and counterclaim. A subscriber may set off a bona fide debt due him from the corporation against his liability on the Subscription, whether the action is brought by the corporation, Dungan v. Safford, 41 O. S. 15 (1884). , Sims v. Street Railroad, 37 O. S. 556, 558 (1882). or by an assignee for creditors of the corporation. Niles v. Olszak, 87 O. S. 229 (1912). Compare Handley v. Stutz, 139 U. S. 417 (1891). Painesville N. B. v. King Varnish Co., 8 C. C. 563; 4 C. D. 511 (1894). Union, etc., Co. v. Jones, 35 O. S. 351 (1880). The provisions of the bankruptcy act, as to set off of mutual debts, do not apply to the case of the creditor of a bankrupt corporation who is also indebted to the corporation on his stock subscription. G. C. § 8677. OHIO PRIVATE CORPORATIONS. 1100 The claim of the creditor stockholder against the corporation should not be allowed until his indebtedness to the corporation has been collected by plenary suit. If found uncollectible, it should be applied on his claim as an equitable set off. Kiskadden v. Steinle, 208 Fed. 375 (C. C. A. 1913) (distinguishing Niles v. Olszak, 87 O. S. 229.) : In an action by an assignee of the subscription a subscriber to rail- road stock may set off scrip of the railroad company owned by him when notified of the assignment of his subscription, but not scrip purchased thereafter. Dungan v. Safford, 41 O. 8S. 15 (1884). (x) Stipulation in corporate mortgage against individual liability. A stipulation in a corporate mortgage securing a bond issue to the ef- fect that the bondholders should have no recourse to the individual liability of stockholders does not apply to a liability for unpaid sub- scriptions and is no defense thereto. Raymond v. Spring Grove, ete, Co., 21 W. L. B. 103 (Super Ct. Cin. 1889). Preston v. Cincinnati, etc., Co., 36 Fed. 54 (U. S. C. C. 1888). (y) Irregularities in a creditor’s judgment against the corporation do not constitute a defense in favor of a subscriber, provided the judgment was not obtained by fraud or collusion. Scofield v. Excelsior Oil Co., 6 C. C. n. s. 176; 17 C. D. 318 (1905) 5 aff'd, no rep., 74 O. S. 513. Henry v. Vermillion, etc., R. Co., 17 Ohio 187, 191 (1848). Section 8675. (Notice of sale.) Before stock can so be sold, the directors shall. give thirty days’ notice of the time and place of sale, in some newspaper in general circulation in the county where the delinquent holder resided when he subscribed for it or became such assignee or transferee, or of his actual residence at the: time of the sale. If such stockholder resides out of the state, the publication shall be made in the county where the company’s principal office is located. (R. S. See. 3253; March 14, 1858, 51 v. 484, §1; May 1, 1852, 50 v. 274, §7; S. & C. 276, 319.) Section 8676. (Distribution of proceeds of sale.) When a sale is made, if after paying from its proceeds the amount due on the stock, a balance remains, on his demand it shall be paid to the owner. But if such proceeds fail fully to pay such installment, any balance may be recovered by ac- tion against the subscriber, assignee or transferee. (R. S. Sec. 3253; March 14, 1853, 51 v. 484, §1; May 1, 1852, 50 Meals, 873.8. (6 C.. 976, 319.) Section 8677. (Procedure when certificate of stock lost or destroyed.) In case a certificate of stock in a corporation tS lost or destroyed, the owner thereof may file his petition in the probate court of the county where the principal busi- ness office of such corporation is located in this state, setting / 1101 GENERAL CORPORATION LAW. G. C. § 8679 forth a pertinent description of the certificate, and a full statement of the facts relating to its destruction or loss; that he is the:owner of such certificate, and was at the time of its loss or destruction; that he had not assigned, transferred or disposed of it; and that it was not pledged to any one, or if so, stating to whom, with the facts relating thereto. (R: S. See. 3254-1; April 23, 1891, 88 v. 336, § 1.) See note to § 8679. In an action by a national Hente for reissue of a lost certificate of stock in a corporation, acquired in exthange for dishonored bonds, the corporation can not defend on the ground that the acquisition of the stock by the national bank was ultra vires. Bank v. Urbana Co., 22 C0. C. n. s. 529° (1915). Section 8678. (Parties and notice.) Such petitioner shall make the corporation and any pledgee defendants to such proceeding, and serve a certified copy of his petition on some chief officer of the corporation, and such pledgee, on which copies the probate judge over his signature shall state when the petition will be heard. Such copies shall be so served not less than twenty days before the hearing. In a newspaper published and of general circulation in the county where the proceeding is pending, and also in the county where he resides, the petitioner shall publish a notice con- taining the substance and prayer of his petition, for three consecutive weeks immediately before the day of hearing, and stating when and where it will be heard. (R. S. See. 3254-1; April 23, 1891, 88 v. 336, § 1.) Section 8679. (Finding and order of the court.) If, upon the hearing, the probate court finds that the foregoing provisions have been complied with, that such certificate was lost or destroyed, and that at that time the petitioner was and is its owner, an order shall be made that such cor- poration issue and. deliver a new certificate to him for the original amount and kind of stock, unless the certificate was pledged to some one at the time of its loss or destruction, and the pledgee yet has a claim against it, in which case the order shall direct that such new certificate be delivered to the pledgee on such terms as the court directs. The- cor- poration shall comply with such orders, and it shall in no wise be prejudiced thereby, or by paying dividends on such new certificate, so long as it is not made known to it that the original certificate is in existence and owned by a per- son other than the petitioner. (R. 8S. Sec. 3254-2; April 23, 1891, 88 vy. 337, § 2.) Under § 8673-17, which provides relief similar to that given by G. C. § 8681 OHIO PRIVATE CORPORATIONS. 1102 §§ 8677 to 8681, a bond of indemnity must be given before a reissue of certificates is ordered. In the absence of other evidence, the fact that the lost certificate was originally issued to the plaintiff would be conclusive as to his title. But where it was shown that the real ownership was in another person or corporation and that the plaintiff had merely the naked legal title, the plaintiff was held not entitled to a reissue. Provident, ete., Co. v. Voight, 13 C. C..n. s. 267 (1910). The corporation may, in general, require surrender of original cer- tificate before issuing a new one. | Lee v. Citizens Bank, 2 C. 8. C. R. 298 (1872). Railroad Co. v. Robbins, 35 O. 8. 483 (1880). G. C. § 8673-13. A corporation is not liable to the equitable owner of stock for its value, where certificates therefor are outstanding in the hands of a third person who claims to be the owner. National Bank v. Lake Shore, ete., Ky. Co., 21 O. S. 221 (1871). Section 8680. (Rights and liabilities under new certifi- cate.) All rights and liabilities attaching to the original certificate shall attach to such re-issued certificate, while in force. Upon the production of the original certificate to such corporation by the owner or pledgee, the re-issued certificate Shall be cancelled, surrendered and void. (R. S. 3254-2 ; April 28, 1891, 88 v. 387, § 2.) : Rights of holder of original certificate not affected by a reissue. When a new certificate is, under a by-law of the corporation, issued in lieu of a certificate represented to have been lost, the rights of the holder of the original certificate are not affected thereby. Railroad Co. v. Robbins, 35 O. S. 483 (1880). A corporation which issues a new certificate, without a surrender of the original certificate, is liable to the holder of the original certificate, . although the new certificate was issued under the belief that the original had been lost. The corporation must either replace the stock or account for its value. Railroad Co. vy. Robbins, 35 O. S. 483 (1880). See Lee v. Citizens N. B., 2 C. S. O. R. 298 (Super. Ct. Cin. 1872). But it is not liable for dividends paid to the registered owner before the certificate was presented for transfer. Railroad Co. y, Robbins, 35 O. S. 483 (1880). __Where a certificate issued to an officer was pledged by him, and, while it was outstanding, he transferred the same stock on the books to the corporation to secure his indebtedness to it, the transfer to the corporation was held to be void. The outstanding certificate was notice to the corporation of the rights of others. : Lee v. Citizens N. B., 2 C. S. ©. R. 298 (1872). Section 8681. (Proceedings may be had by administra- tors or executors.) Executors and. administrators, on be-- half of estates of deceased owners of such lost or destroyed certificates of stock, may proceed under the next three pre- ceding sections, and have all the rights and benefits thereof. (R. 8. See. 3254-2, April 23, 1891, 88 y. 337, § 2.) 1108 GENERAL CORPORATION LAW. G. C. § 8682 Section 8682. (Paid up stock personal property.) Shares of stock in a corporation shall be personal property, and when fully paid up, be subject to levy and sale upon execu- tion against the owner. (R. S. Sec. 3255; May 1, 1852, 50 v. 274, §5; 8S. & C. 276.) Certificates of stock, see §§ 8672 to 8673-24 and notes. Capital stock,,:see notes to §§ 8625 and 8667. Remedies of creditors of a stockholder, §§ 8673-13, 8673-14. I. Nature of stock. A. Share of stock, p. 1104. B. Stock as ‘‘goods’’ or ‘‘property’’ under other statutes, p. 1104, II. Power of stockholder to dispose of stock, p. 1104. III. Loan of stock, p. 1104. £V.. Gift, p. 1105. V. Contracts for sale of stock. A. When must be in writing, p. 1105. B. Payment to be made out of dividends, p. 1105. C. Consideration, p. 1105. D. Time for delivery, p. 1106. EK. Tender, p. 1106. F. Breach of contract by buyer, p. 1106. VI. Sales of stock. A. Sale with option to purchaser to return the stock, p. 1106. B. Sale of stock ‘‘short’’, p. 1107. C. Authority of agent to sell, p. 1107. D. An agent authorized to sell stock can not himself pur- chase, p. 1107. E. Liability of broker purchasing for undisclosed principal, p. 1107. F. Sale for illegal purpose, p. 1107. G. Evidence as to executed sale, p. 1107. H. Option or contract of sale, p. 1107. VII. Pledge or hypothecation of stock. A. Stock may be hypothecated, p. 1107. B. When note renewed, collateral becomes security for new note, p. 1108. ry C. Agreement for pledge, p. 1108. D. Purchase through stock broker, p. 1108. E. Right of broker to repledge, p. 1108. F. Stolen certificates; pledge of, p. 1108. G. Pledge of fraudulently acquired stock, p. 1108. Ht, Hae dies of trust stock to secure personal debt of trustee, p. 1108. I. Assignment of stock to be delivered to creditor after death of debtor, p. 1108. J. Taxation of pledged stock, p. 1109. K. Rights of pledgee. (a) Transfer of stock on corporate books, p. 1109. (b) Where stock not transferred to pledgee on the books of the corporation, p. 1109. (¢) Foreclosure by judicial proceeding, p. 1110. G. C. § 8682 OHIO PRIVATE CORPORATIONS. 1104 (d) Sale of stock without judicial proceedings, p. 1110. (e) Notice of sale must be given, p. 1110. (f) When pledgee may purchase, p. 1111. (g) Price specified in- contract of pledge, p. 1111. (h) Unauthorized sale. Statute of limitations. Meas- ure of damages, p. 1111. I. NATURE OF STOCK. A. A share of stock is a right which entitles its owner to par- ticipate in the profits of the corporation, in its assets upon liquidation, and to vote at elections for directors. See Jones v. Davis, 35 O. 8S. 477 (1880). Shares of stock of a railroad company are personal property and the widow of a stockholder is not entitled to dower therein. Johns v. Johns, 1 O. S. 350 (1853). Shares of stock belonging to a decedent’s estate are not “debts due and owing.” Marriott v. Railway, 16 L. D. 135 (C. P. 1905); aff'd, 10 C. C. nv & 573, 575. B. Stock as ‘‘goods’’ or ‘‘property’’ under other statutes. Shares of stock are ‘‘goods’’ under the sales of goods act. Contracts for the sale of stock of the value of $2,500 and upwards are required by G. C. §8384(1) to be in writing and signed by the parties to be charged. Laundry Co. v. Whitmore, 92 O. 8S. 44 (1915). Under the inheritance tax law, stock in a domestie corporation is ‘‘property’’, and may be subjected to an inheritance tax by the state although the owner is a non-resident. Stock in a foreign corporation held by a resident of Ohio at the time of his death is ‘‘property’’ and subject to the inheritance tax laws. Opins. Atty. Gen. 1917, pp. 1282, 2132. II. POWER OF STOCKHOLDER TO DISPOSE OF STOCK. A stockholder has the same power of disposition over his stock as other other species of property. Peter v. Union Mfg. Co., 56 O. S. 181, 207 (1897). Unless restrictions are placed on his right of transfer by statute or by a valid by-law or regulation of the corporation. See § 8673-15. Nicholson v. Franklin Brewing Co., 82 0. S. 94, 109 (1910). Stafford v. Produce Exchange Bkg. Co., 61 O. S. 160 (1899). Stock may be sold at auction. : Andrews v. Watson, 12 C. ®. 686 (1887). A widow, executrix of her husband’s will and a life tenant of stock belonging to the estate, with power of sale, has no authority to give an option to purchase the stock at her death. Carnes v. Me- Afee, WNP. ns. 87.6173 24 i. Dae7 (199T): An assignment for creditors of all the real and personal estate, effects and credits of the assignor, includes stocks. Haldeman v. Hillsborough, ete., R. Co.;' 2, C.-SUC. Re 10%. (1866 ),. III. LOAN OF STOCK. Where stock was loaned ‘‘to be returned on demand’’ the bor- rower was held not liable for its value until a demand therefor was made. Where no demand was made until after the corporation became insolvent and the stock worthless, only nominal damages can be recovered. 1105 GENERAL CORPORATION LAW. G. C. § 8682 Under the contract the borrower had a right to-discharge his obliga- tion by a return of an equal number of shares without regard to its market value. Fosdick v. Greene, 27 O. S. 484 (1875). Where stock was assigned by sisters to their brother to enable him to be elected to a salaried position in the corporation he is, in effect, a trustee. The statute of limitations does not begin to run in his favor until he disclaims the trust. ‘ Bonnell v. Brown, 11 C. C. n. s, 58; 20 €, D. 712 (1908). Right of borrower of stock to pledge the same. See Brown v. Bank, 41 O. S. 445, 459 (1885). IV. GIFT. Where a person purchases stock and places it in the name of a member of his family, the presumption is that the stock was intended as a gift or advancement, but this presumption may be rebutted. Creed v. Lancaster Bank, 1 O. S. 1 (1852). Bonnell v. Brown, 11 C. C. n. s. 58; 20 C. D. 712 (1908). Mook v. Akron S. & L. Co., 87 O. S. 273 (1913) A valid gift inter vivos may be made of stock certificates. MeCoy v. Gosser, 8 Ohio App. 145, 30 O. CG. A. 312; citing § 8673-6; motion to certify record overruled, 15 O. L. R. 485. Contractual rather than testamentary capacity is required to up- hold a gift of stock inter vivos. Laws v. Morley, 24 C. C. n.s. 103 (1915); motion to certify record overruled, 13 O. L. R. 22. Completed gift of stock during life of donor. Circumstances held to constitute. Ewalt v. Ames, 6 Ohio App. 374 (1917). V. CONTRACTS FOR SALE OF STOCK. A. When must be in writing. A contract for the sale of stock of the value of $2,500 and upward is required by G. C. § 8384(1) to be in writing and signed by the parties to be charged. Laundry Co. v. Whitmore, 92 O. S, 44 (1915). .B. Payment to be made out of dividends. Sales to employees of ‘corporation. A contract which contained an express promise by one party to sell, and by the other party to purchase, shares of stock, is not invalid for want of mutuality, although the contract further pro- vided that the seller should receive the dividends and apply them on the purchase price; and that the purchaser had the option to make payments from other sources. No time of payment being stipulated in the contract, an agreement was implied to pay, by dividends or otherwise, within a reasonable time. Stewart v. Herron, 77 O. S. 130 (1907); reversing in part, 10 C. C. n. s. 355. Where a contract, by a large stockholder to sell stock to a skilled employee, contained no express promise by the latter to purchase (the contract providing for payment out of the dividends with an option to the employee to make other payments), but the stock was issued to the employee and by him assigned to the seller as security for payment of the purchase price, and the employee voted the stock for four years, without objection, it was held that the contract, being executed, was not invalid for) want of consideration or lack of mutuality, and could not be rescinded by one party without consent of the other party. White v. Cooper Co., 7 C. C. n. s. 114;°17 C. D. 708 (1903); aff’d, 72 0. S. 615, 691. C. Consideration. An agreement to sell stock in a corporation, =" . “os ee eee G. C. § 8682 OHIO PRIVATE CORPORATIONS. 1106 ) whether solvent or insolvent, imports that the stock is of some value. The seller may recover the contract price, whether the stock is valu- able or not. Van Arsdale v. Brown, 18 C, C. 52; 9 C. D. 488 (1899). Mutual promises, consisting of the promise of the seller to de- liver, and of the buyer to buy, certain stock, are a sufficient consider- ation. Laundry Co. v. Whitmore, 92 O. S. 44 (1915). D. Time for delivery. Where no time for delivery is specified in — the contract of sale, the seller has a reasonable time. Laundry Co, v. Whitmore, 92 O. S. 44 (1915). E. Tender. Unless it expressly renounces the right to exercise such power in Ohio. Rep. Atty. Gen. 1911-1912, p- 78. H. Action by stockholder to enjoin acquisition of stock. Venue _ 1115 - GENERAL CORPORATION LAW. G. C. § 8684 and parties defendant. An action by a stockholder in a railroad com- pany to enjoin the unlawful acquisition of stock in other corporations must be brought in a county in which jurisdiction may be acquired over the railroad company. The other corporations are not proper parties defendant. Westfall v. Lake Shore, ete., Ry., 18 N. P. n. s, 217; 22 L. D. 75, 397 _(C,.P.,.1910). IV. FEDERAL RESTRICTIONS ON ACQUIRING STOCK IN OTHER CORPORATIONS. The Clayton Act (38 U. S. Stats. 730, §7) prohibits one corpo- ration engaged in: interstate commerce from acquiring, directly or indirectly, stock in another corporation, which is engaged in inter- state commerce, where the effect of the acquisition may be to sub- stantially lessen competition between the corporations, or to restrain such commerce in any section or community, or tend to create a monopoly in any line of commerce. The prohibition, however, does not apply to corporations acquiring such stock solely for investment, nor prevent a corporation ‘‘from causing the formation of subsidiary corporations for the actual carrying on of their immediate lawful business, or the natural and legitimate branches or extensions there- of, or from owning and holding all or a part of the stock of such subsidiary corporations, when the effect of such formation is not to substantially lessen competition. Section 7 of the Clayton Act is printed in the Appendix. Section 8684. (Corporate property, how employed.) No corporation. shall employ its stocks, means, assets, or other property, directly or indirectly, for any other purpose than to accomplish the legitimate objects of its creation. (R. S. Sec. 3266; May 1, 1852, 50 v. 274, § 73; S. & C. 309.) Misappropriation of property and remedies. See note to § 8660. Corporate property as a trust fund, Corporate property is not owned by the corporation in the sense of ownership as applied to property of an individual. Corporate property is a fund set apart to be used only for corporate purposes. It is impressed with the character of a trust fund for that purpose. A trust relation exists between the directors and stockholders. The duties of the directors are of a fiduciary nature. They are trustees fo the stockholders and creditors. Rouse v. Bank, 46 O. S. 493, 501-502 (1889). Hardware Co. v. Castings Co., 90 O. S. 171 (1914). Goodin v. Cincinnati, ete., Co., 18 O. S. 169 (1868). Cheney v. Maumee Cycle Co., 64 O. S. 205, 213 (1901). Bank vy. Mfg. Co., 67 O. S. 306, 314 (1902). Niles; v., Olszak, 87 O. S..229 (1912). But see Hollins v. Brierfield, ete., Co., 150 U. S. 371, 381, 383 (1893). McDonald v. Williams, 174 U. S. 397, 401 (1899). The trust relation exists to such an extent that when brought into court by creditors for an accounting, the corporation may ask the instruc- tion of the court as to its duties. ee Va Wis GUC, CO. o N, P..p20; 1% L. Dy 687" (Super. ‘Ct. in.) Unpaid subscriptions to the stock of an insolvent corporation are a part of the trust fund for creditors. G. C. § 8686 OHIO PRIVATE CORPORATIONS. ° 1116 Turnbull v. Pomeroy Salt Co., 24 W. L. B. 133 (C. P. 1890). Niles v. Olszak, 87 O. S. 229 (1912). In the opinion of the federal courts, the trust fund doctrine of Rouse v. Bank is limited to cases where the corporation has ceased to be a going concern. Bank vy. Johnson, 219 Fed. 89, 94 (1915). See Thoms v. Goodman, 254 Fed. 39; 17 O. L. R. 31 (1918). Fraudulent transfers of property. Where the property of a corpora- tion has been fraudulently or wrongfully disposed of by directors, its cred- itors or stockholders may pursue it into the hands of purchasers with notice. Goodin v. Cincinnati, ete., Co., 18 O. S. 169 (1868). Taylor v. Miami Exporting Co., 5 Ohio 162 (1831). It is the duty of a receiver of an insolvent or dissolved corporation to recover property fraudulently conveyed. Monitor Furnace Co. v. Peters, 40 O. 8S. 575 (1884). Sayle v. Guarantee, etc., Co., 2 C. C. n. s. 401; 15 C. D. 503 (1903). ‘Where it did not appear that a corporation was insolvent and that it had ceased to prosecute the objects for which it was created at a time — when its funds were used to pay notes, executed by its president and endorsed by the corporation, held by a bank to cover a loss by the failure of a former corporation the funds so used are not so impressed with a trust as to be recoverable by the trustee in bankruptcy of the corpora- tion. Haines v. Bank, 203 Fed. 225 (C. C. A. 1913). ; Preferences by insolvent corporations. At a time when insolvent in- dividuals were permitted to prefer certain of their creditors, it was held that preferences by insolvent corporations were invalid. Rouse v. Bank, 46 O. S. 493 (1889). Smith, ete., Co. v. MeGroarty, 136 U. S. 237; 24 W. L. B. 110 (1890). ' Remington v. Central, etc., Co., 3 N. P. 258; 4 L. D. 337 (1896). Benedict v. Bank, 4 N. P.'231; 6 L. D. 320 (1897); 19 ©. C. 408. Cheney v. Maumee Cycle Co., 20 C. C. 19 (1900); aff’d, 64 O. S. 205 (1901). Although certain mortgages and liens created or suffered by corpora- tions, which were going concerns, were upheld as not being preferential. Campbell, ete., Co. v. Bellman Bros. Co., 11 C. C. 360; 5 C. D. 389 (1896). Damarin v. Huron Iron Co., 47 O. S. 581 (1890). Ford v. Lamson, 17 C: C. 539; 9 C. D. 374 (1899). Bosche v. Toledo, ete., Co., 14 ©. C. 289: 7 GC. D. 374 (1897). In re Winchell Mfg. Co., 1 N. P. 136; 1 L. D. 310 (1894). Preference by foreign corporation. See Kit Carter Cattle Co. v. McGillen, 21 C. C. 210 (1900). STOCKHOLDERS. Section 8685. (Annual statement to stockholders.) Every corporation organized under the laws of Ohio, annually shall make a statement of its financial condition, setting forth its assets and liabilities, and furnish to each stockholder a true copy thereof, together with a list of its stockholders, and their places of residence. (R. S. See. 3268; R. S. 1880.) Section 8686. (Liability of stockholders.) The stock- holders of a corporation who are holders of its shares at a a oo 4 1117 GENERAL CORPORATION LAW. G. C. § 8686 time when its debts and liabilities are enforcible against them, shall be held liable, equally and ratably, but not one for another, in addition to their stock in an amount equal thereto, to the creditors of the corporation, to secure the payment of such debts and liabilities. No stockholder who transfers his stock in good faith, if such transfer is made on the books of the company or on the back of the certificate of stock properly witnessed or tendered for transfer on its books prior to the time when such debts and liabilities are so enforcible, may be held to pay any portion thereof. (R. S. See. 3258; April 25, 1904, 97 v. 390; April 29, 1902, 95 v. 312; May 1, 1852, 50 v. 296, §§ 78-79; March 11, 1853, 51 v. 886; April 17, 1854, 52 v. 44, § 78; April 12, 1865, 62 v. 134; March 11, 1874, 69 v. 25; R. §. 1880; 8S. & C. 310.) Double liability of bank stockholders, see § 710-75. I. ihn uote of stockholders in absence of statute. Not liable for corporate debts, p. 1118. Not bound by corporate contracts, p. 1118. Not subject to injunction for acts of corporation alone, p. 1118. Assessment on stockholders by agreement, p. 1118. On stock purchased from corporation for less than par, j Oy po LAB Res For ultra vires or illegal acts or business, p. 1118. On guaranty contracts, p. 1118. Liability on stock subscriptions, p. 1119. eet js statutory lability. 2, Hi@h Bo peens Il. 9 se No liability on debts incurred since 1903, p. 1119. B. Transferrer. Liability of, p. 1119. C. Transferee, p. 1120. D. Stockholders registered in the corporate books are prima facie liable, p. 1120, E. Debts of corporation assumed by new corporation, p. 1120. III. Nature of statutory liability, p. 1120. IV. Control of corporation over liability, p. 1121. VY. Enforcement of liability of stockholders in foreign corporations, p. 1121. VI. Contribution between stockholders, p. 1121. VII. Liability’ attaches when, p. 1122. VIII. Bond against liability, p. 1122. IX. Defenses of stockholders. Waiver of liability by creditors, p. 1122. Discharge in bankruptey, p. 1122. That corporation is not insolvent, p. 1122. Settlement, p. 1122. Objections to claims of creditors, p. 1122. Set off, p. 1123. Insolvency, p. L128. That no certificate of stock has been issued is no de- fense, p. 1123. Tea EooWP> G. C. § 8686 OHIO PRIVATE CORPORATIONS. 1118 I. LIABILITY OF STOCKHOLDERS IN ABSENCE OF STATUTE. A. Not liable for corporate debts. A stockholder, whose stock has been paid up, is not personally liable for the debts of the corporation. Carr v. Inglehart, 3 O. S. 457, 458 (1854). Ireland v. Palestine, etc., Co., 19 O. S. 369, 372 (1869). Robinson v. Willard, 16 C. C. n. s. 464 (1907); aff’d, no rep. 78 O. S. 441. Stockholders in a corporation de facto are not individually liable as partners, Their liability is that of stockholders only. Rowland v. Meader Furn. Co., 38 O. S. 271 (1882). Irregular or defective incorporation does not render the stockholders personally liable for corporate debts, where the incorporation statute has been substantially complied with. Second N. B. v. Hall, 35 O. S. 158 (1878). See note to § 8627. Estoppel to deny corporate existence. B. Not bound by corporate contracts. A contract made by a cor- poration, on a sale of its entire property and good will, that it will not re-engage in business in competition with the purchaser, is not binding upon its stockholders personally. ’ Hall’s Safe Co. v. Herring, ete., Co., 146 Fed. 37; 15 O. F. D. 37 (C. C. A. 1906). C. Not subject to injunction for acts of corporation alone. A stockholder is not individually liable, nor subject to injunction, be- cause of unfair competition practiced by the corporation alone. Hall’s Safe Co. v. Herring, ete., Co., 146 Fed. Ts 16°O2 FL DSST (G C. A. 1906). D. Assessment on stockholders by agreement. An agreement be- tween all the stockholders of a corporation whereby the preferred stockholders remitted all accumulated and unpaid dividends, and the common stockholders agreed to pay an assessment of a specified amount per share, is valid and enforceable. Dever v. Engineering Co., 5 Ohio App. 77; 24 C. C. n. s, 454 (1915); motion to certify record overruled, 13. O. i (R815: An agreement by solvent stockholders of an embarrassed corpora- tion that they will severally contribute to raise a fund to pay the corporate indebtedness creates a valid obligation. If the share to be contributed by each is not expressly fixed by the agreement, each should contribute in the proportion that the number of shares of stock owned by him bears to the shares held by all the contributors. Sterling Wrench Oo. v. Amstutz, 50 O, 8. 484 (1893), Stockholders, who joined in a contract of employment made by the corporation, and agreed to transfer stock to the employee in part ~ payment for his services, are not liable to such employee, when it | appears that the contract is void under the statute of frauds, although the corporation is liable on a quantum meruit. Robinson v. Willard, 16 C. C. n. 8. 464 (1907); aff’d, no rep. 78 O. S, 441, E. On stock purchased from corporation for less than par. See note to § 8630. Disposition of stock by corporation after election of directors. F. For ultra vires or illegal acts or business. See notes to § 8627. Ultra vires acts 3 Corporation as a legal entity, and Promoters. G. On guaranty contracts. Rights and liabilities. See Wise v. Miller, 45 0. S. 388 (1887) “ime 1119 GENERAL CORPORATION LAW. G. C. § 8686 H. Liability on stock subscriptions. See notes to $§ 8630 and 8674. II. DOUBLE STATUTORY LIABILITY. A. No liability on debts incurred since 1903. Exception as to bank stockholders. See § 8687. B. Transferrer. Liability of. By the amendment of this section (95 v. 312) it was the intention of the legislature to restrict the lia- bility of a stockholder to these debts which were ineurred while the stock was held by such stockholder. Scofield v. Excelsior Oil Co., 6 C. C. n. s. 169; 17 C. D. 347 (1905) ; aff'd, 74 O. 8. 513. State B. & T. Co. v. Mitchell Co., 14 N. P. n. s. 49 (1913). The amendment (95 v. 312) was evidently intended to avoid the con- sequences of Herrick v. Wardwell, 58 O. 8. 294 (1898). State B. & T. Co. v. Mitchell, 14 N. P. n. 8. 49, 64 (1913). The amendment (95 v. 312) exempting transferrers from liability has been held unconstitutional. Swift & Co. v. Youngstown, etc., Co., 6 C. C. n. s. 89; 17 C. D. 253 (1905). Little v. Aultman, etc., Co., 15 L. D. 355 (C. P: 1905). Contra, Scofield v. Excelsior Oil Co., 6 O. C. n. s. 169, 175; 17 C. D. 347 (1905); aff’d, no rep., 74 O. S. 518. See Sheets Mfg. Co. v. Neer Mfg. Co., 4 N. P. n. s. 201; 17 L. D. 119 (C. P. 1906). State B. & T. Co. v. Mitchell Co., 14 N. P. n. s. 49, 63 (1913). The amendment does not affect liability for debts previously con- tracted. Blackburn v. Irwine, 205 Fed. 217, 219 (C. C. A. 1913). Prior to the amendment (95 v. 312) a transfer, although made in good faith, did not release the transferrer for debts incurred prior to the transfer. Brown v. Hitchcock, 36 O. S. 678 (1881). Harpold v. Stobart, 46 O. S. 397 (1889). Rider v. Fritchey, 49 O. S. 285, 295 (1892). The transferee was primarily liable. If insolvent or nonresident, resort could be had to the transferrer, after the total liability of the ex- isting solvent and resident stockholders had been exhausted, but not before. Poston v. Hull, 75.0. S. 502 (1907). Wick N. B. v. Union N. B., 62 O. S. 446 (1900). Brown v. Hitchcock, 36 O. S. 667 (1881). The transferrer is not liable for debts incurred after transfer of the stock on the corporate books, if in good faith. But if the transferrer remained the equitable owner he remained liable, : Peter v. Union Mfg. Co., 56 O. S. 181 (1897). Muskingum, etc., Co. v. Ward, 13 Ohio 120 (1844). Poston v. Hull, 75 O. 8. 505 (1907). A transferrer, who has been held liable to creditors, may recover against his transferee. Harpold v. Stobart, 46 O. S. 397, 401 (1889). Poston v. Hull, 75 O. 8. 505 (1907). The equities between a transferrer and transferee may be adjusted in the stockholders’ liability suit. Railroad Co, v. Smith, 48 0. S. 219 (1891). Where judgment has been rendered against the transferee, the trans- ferrer being a party to the suit, such judgment is final, and, after failure G. C. § 8686 OHIO PRIVATE CORPORATIONS. 1120 to collect the judgment from the transferee, creditors can not hold the transferrer. Bullock v. Kilgour, 39 O. S. 543 (1883). The renewal of corporate notes does not release a transferrer, al- though after the transfer and without his knowledge. Hauenschild v. Standard, etc., Co., 8 N. P. 124 (Super. Ct. Cin.). Boice v. Hodge, 51 O. S. 236. Unless the renewal note was accepted in payment of the obligation. Wheeler v. Faurot, 37 O. S. 26 (1881). C. Transferee. Liability to creditors follows the stock and a transferee of stock is primarily liable to creditors. The transferee is held to indemnify the transferrer on account of any statutory liability. Poston v. Hull, 75 O. S. 502, 505 (1907). Harpold v. Stobart, 46 O. S. 397, 401 (1889). Wheeler v. Faurot, 37 O. S. 26, 28 (1881). Brown v. Hitchcock, 36 O. S. 667, 680 (1881). Bonewitz v. Bank, 41 O. S. 78 (1884). R. R. Co. v. Smith, 48 O. S. 219 (1891). Barrick v. Gifford, 47 O. S. 180 (1890). The liability attaches to all who are stockholders at the time of the enforcement of the liability regardless of when they became stockholders. Poston v. Hull, 75 O. S. 502, 507 (1907). Umstaetter v. Newark, ete., Co., 4 N. P. n. s. 150; 17 L. D. 30 (1906). A transferee is liable although he held the stock only long enough to transfer it again. Schwill v. Beckel, 1 N. P. n. s. 1; 13 L. D. 699 (Super Ct. Cin. 1903). D. Stockholders registered in the corporate books are prima facie liable. See G. C. § 8689. Harpold v. Stobart, 46 0. S. 397 (1889). Herrick v. Wardwell, 58 O. S. 294 (1898). Biles vy. Looker ©o., 17 C. C. 538; 9 C. D. 685 (1889). Wehrman v. Reakirt, 1 C. S. GC. R. 230 (1871). Marriott v. Railway, 16 L. D. 135 (C. P. 1905); aff'd, 10 C. C.n.s. Fa 573, 575. But since the amendment of § 8686 in 1902 where a certificate properly se assigned was left for transfer on the corporate books, but the transfer — was not made because of omission of the officers of the corporation the transferrer is not liable. ! State B. & T. Co. v. Mitchell Co., 14 N. P. n. s. 49, 64 (1913). 1S Debts of corporation assumed by new corporation. Where a corporation is reorganized and succeeded by a new corporation, which assumes the debts of the old corporation, the stockholders. of the old corporation remain liable, but such liability is secondary to that of — the new corporation and its stockholders. Marriott v. Railway Co. 16 L, D. 135 (C. P. 1910); s. e, 10 C. ©. n. 8. 573; 20 C. D. 419. Irvine v. Bankard, 181 Fed. 206 (1910) ; aff’d, no rep., 184 Fed. 986. III. NATURE OF STATUTORY LIABILITY, ab joint, but several, ason v. Alexander, 44 O, §, 318, 333 (18 Umsted v. Buskirk, 17 0. 8. 113 (1866)\ ee Poston v. Hull, 75 O. S. 505 (1907). Not a primary resource for the collection of corporate debts, but @ 1121 GENERAL CORPORATION LAW. G. C. § 8686 secondary and collateral obligation, to be resorted to only in case of in- solvency of corporation. Poston v. Hull, 75 O. 8. 502, 505 (1907). Bronson v. Schneider, 49 O. S. 438 (1892). Younglove v. Lime Co., 49 O. S. 663, 666 (1892). Peter v. Union Mfg. Co., 56 O. S. 181, 197 (1897). Falkenback v. Patterson, 43 O. S. 359, 370 (1885). Swan v. Mansfield, etc., R. Co., 3 N. P. 225; 5 L. D. 297 (1896). It is contractual in its nature. Dabney v. Pappenheimer Co., 20 C. C. 707 (1888). Cleveland Gas Co. v. Collins, 19 C. C. 247 (1899). Northern N. B. v. Maumee, etc., Co., 2 N. P. 260; 2 L. D. 67 (1894). See Kulp v. Fleming, 65 O. S. 321 (1901). Blair v. Newbegin, 65 O. S. 425 (1901). The liability is a provable claim against the estate of a bankrupt stockholder. In re Rouse, 40 W. L. B. 220. Iv. CONTROL OF CORPORATION OVER LIABILITY. The corporation has no control over the statutory liability, which is for the exclusive benefit of creditors. It can not assign the liability even for the benefit of all creditors. Wright v. McCormack, 17 O. S. 86 (1866). Umsted v. Buskirk, 17 O. S. 113 (1866). White v. Ingersoll, 2 Cleve. L. R. 362 (1878). Nor can it release a stockholder therefrom. , No. Fairmount, etc., Co. v. Ashbrook, 12 L. D. 10 (Super. Ct. Cin. 1901). Nor counterclaim upon it against a stockholder. Jungkuntz v. West Lib. Assn., 6 W. L. B. 428 (1881). V. ENFORCEMENT OF LIABILITY OF STOCKHOLDERS IN FOR- EIGN CORPORATIONS. Where the liability is contractual, and not penal, it may be en- forced in Ohio. Kulp v. Fleming, 65 O. S. 321 (1902). Blair v. Newbegin, 65 O. S. 425 (1902). Roher v. Bank, 22 C. C. n. s. 502 (1904). See Wyatt v. Moorehead, 4 N. P. 435; 7 L. D. 380° (1897). Judson v. Stewart, 7 N. P. 160 (1897). Where the liability of stockholders of a foreign corporation is en- forced in Ohio, the procedure followed is that of Ohio, and, although by the law of the home state of such corporation stockholders must be sued separately, they may in Ohio be joined in one action. Blair v. Newbegin, 65 O. 8S. 425 (1901). VI. CONTRIBUTION BETWEEN STOCKHOLDERS. Stockholders may require that all solvent resident stockholders be made defendants. Harpold v. Stobart, 46 O. S. 397, 404 (1889). Wheeler v. Faurot, 37 O. S. 26, 29 (1881). Umsted v. Buskirk, 17 O. S. 113 (1866). But stockholders do not bear the relation of sureties to each other. One stockholder, having voluntarily paid the corporate debts, can not ie contribution from other stockholders who were solvent and resi- ent. Burr v. Bates, 3 C. C. 1, 6; 2.C. D. 1 (1887). See Wehrman v. Reakirt, 1 C. S. C. R. 230, 234 (1871). G. C. § 8686 OHIO PRIVATE CORPORATIONS. 1122 VII. LIABILITY ATTACHES WHEN. The liability attaches at the time the debt or liability is incurred. Herrick v. Wardwell, 58 O. 8. 294 (1898). Harpold v. Stobart, 46 O. S. 397, 404 (1889). Brown v. Hitchcock, 36 O. S. 667, 678 (1881). Cleveland Gas Co. v. Collins, 19 C. C. 247 (1899). VIII. BOND AGAINST LIABILITY. For rights under bon#tl given by purchaser of property, from stock- holder against liability, see Hatry v. Painesville, ete., Co., 1 C. C. 426; 1 C. D. 238 (1886) ; aff'd, 32 W. L. B. 281. : IX. DEFENSES OF STOCKHOLDERS. A. Waiver of liability by creditors. Whether the statutory lia- bility may be waived by creditors, as by an express stipulation in a corporate mortgage, has been differently decided. Waiver held invalid. Kreisser v,. Ashtabula, etc., Co., 2 C. C. n. s. 597; 14 C. D. 313 (1901). Held valid. Hull v. Standard, ete., Co., 20 C. C. 533 (1900). Hardman y. Cincinnati, ete., Co., 18 W. L. B. 264 (C. P. Referee 1887). Babbitt v. Read, 236 Fed. 42 (C,"0." A. Ny ¥, 1976). B.- Discharge in bankruptcy. I. PLACE OF MEETING. A regulation specifying the place for holding meetings is valid. State v. Shaw, 103 O. S. 660 (1921). Manner of calling meetings. Where officers refuse to call a stock- holders’ meeting, pursuant to the regulations, the remedy of a stock- holder is injunction, not mandamus. State v. Unida, ete., Co., 13 C. OC. n. s. 100; 22 C. D. 54 (1910). See note to § 8647. II. QUORUM OF STOCKHOLDERS OR MEMBERS. Where no regulation has been adopted on the subject, the stock- holders present at a meeting, in person or by proxy, may elect officers pee menses business, although a majority of the stock is not repre- sented. Lutterby v. Herancourt Brewing Co., 12 L. D. 67, 72, 73 (Super. Ct. Cin. 1901). See Kalb v. American N. B. 21 C. C. 1, 7; 11 GC. D. 437 (1900) : aff'd 65 O. S. 566. 7 vee pane ( ) 3 ’ ; But where the regulations prescribe the number necessary to con- stitute eaperans a less number can not hold a legal meeting or take any valid action except to adjourn. St : 10 . 8. 660 668 (1921), F journ. State vy. Shaw, 103 O. 8. 660, The ‘‘number of stockholders constituting a quorum’’ means num- ber of shares of stock represented, not the number of stockholders. Toledo Co. y. Smith, 205 Fed, 643, 658 (D. OC. 1913). ‘ M45 0Ct GENERAL CORPORATION; LAW.. GiC. §.8704 “IIL. ‘TIME AND NOTICH OF ANNUAL ELECTION. Where the regulations provide for an ‘annual meeting’’ at a time other than the first Monday in January, as provided in § 8647, the. time for the ‘‘annual election’’ is thereby changed and the elec. tion should be held at such annual meeting. State v. Burial Assn.,.8 C. C. n. 8. 233, 250: 18 C. D. 397 (1906); dismissed by supreme court for want of jurisdiction, 4 40. L. BR. 708. : But regulations which have not been properly adopted are not effec- tive to change the time of the annual election of directors from the first Monday in January. State v. Burial Assn., SO. Con. 8. 2oatese 60 De O97, (rao). A provision for five days’ notice by mail of special stockholders’ meetings, is valid. Toledo, Co. v. Smith, 205 Fed. 643, 660 (D. C. 1913 ™ ing term of office of a director can not be shortened by an amendment to the regulations, to go into immediate effect, advancing the date of the “annual election. Toledo Co. v. Smith, 205 Fed. 643 (1913), No notice need be given to stockholders of the annual meeting, where its place, day and hour are specified in the regulations, and no requirement as to other notice is provided therein. State v. Kreutzer, 100 O. S. 246 (1919). Directors have no power to postpone an annual meeting, the time and place of which are specified in the regulations. State v. Kreutzer, 100 O. 8. 246 (1919). IV. DUTIES AND COMPENSATION OF OFFICERS. See also note to § 8664. Haecutive officers and note to § 8660. Dele- gation of duties to executive committee. A corporation may by its regulations so define the duties of its officers as to make them alter ego within the assigned limits. Bradford Belting Co. v.. Gibson, 68 O. S, 442, 449 (1903). Dickason v. Grafton, etc., Co., 6 C. C. n. s. 333; 17 C. D. 357; aff’d, 76 O. 8. 612. See Morris v. Griffith, 34-W. L. B. 191 (U.S. C. C. 1895). The regulations may lawfully provide that directors shall hold a meeting immediately after every regular ‘or special meeting of stock- holders. Toledo Co. v. Smith, 205 Fed. 643, 660 (D. C.'1913). Where the regulations authorize ‘the president to make contracts, he may bind. the corporation by ratification of a contract entered into by the secretary, without authority. Grabler Mfg. Co. v. Leahy, 18 C..C. n. s. 17,,(1910);, aff’d, no rep. 85 0. S. 442. Where regulations authorize the directors to fix the compensation of the president and other executive officers, the action of directors in voting on their own salaries is not void in the absence of fraud or unfair dealing toward other stockholders. Kirn v. Pbg. Co., 12 Ohio App. 55; 31 O. C. A. 47 (1919); motion to: certify record overruled, 17, On Li, R. 392: Regulations of corporation chartered by special act under former constitution (treasurer ). See Portage, etc., Co. v. Wetmore, 17 Ohio 330 (1848). V. ELECTION OF OFFICERS AND TENURE OF OFFICE. A regulation requiring proxies to be deposited with the secretary: at least one day before the meeting is said to be valid. Rep. Atty. Gen. 1913, p. 798. G. C. § 8704 OHIO PRIVATE CORPORATIONS. 1146 The president must be elected by the directors. His election can not be otherwise provided for in the regulations. 8664. WW alentehe Water Co. v. Moore, 5 Colo. App. 144; 38 Pac. 60. The stockholders may determine the number of directors. §§ 8635, 8665. This is frequently done by a provision in the regulations. But the tenure of office of a director can not be shortened by a decrease in the number under § 8665. Lutterby v. Herancourt Brewing Co., 12 L. D. 67, 76 (Super. Ct. Cin, 1901). The manner of filling vacancies in the board of directors may be provided for in the regulations. G. C. § 8662; Toledo Co. v. Smith, 205 Fed. 648, 647 (D. C. 1913). Neither the incorporators of a corporation not for profit nor the trustees first elected are authorized to adopt a regulation or by-law pro- viding that they shall hold office for life, and in case of vacancy to fill the same by appointment. State v. Standard Life Assn., 38 O. S. 281 (1882). VI. QUALIFICATION OF MEMBERS. A corporation not for profit may provide in its regulations for the expulsion of members, and may delegate the power to try and expel to a committee or board. Cheney v. Ketcham, 5 N. P. 139; 7 L. D. 183 (C. P. 1897). Blumenthal v. Chamber of Commerce, 9 W. L. B. 76 (Super. Ct. Cin.) ; affirming 7 W. L. B. 327. See note to § 8653. A corporation for profit, however, can not legally provide in its regulations that only persons engaged in a particular business shall be eligible to hold stock, nor can it provide for the expulsion of in- LAN stockholders. Paxson v. Cleveland Co. 17 C. C. n. s. 55 VII. REGULATIONS ON OTHER SUBJECTS. Where statutes under which a corporation is formed authorize by- laws upon specifically named subjects there is an implied denial of authority to make by-laws upon subjects not named. ,__ But restrictive regulations upon the transfer of stock have been sus- tained as contracts. Nicholson v. Franklin Brewing Co., 82 O. S. 94, 110, 111 (1911). (a) Transfers of stock. Specific authority is not given in § 8704 to adopt regulations as to the transfer of stock. Such regulations have been sustained as contracts in some states, although they may have been technically invalid as regulations. Nicholson v. Franklin Brewing Co., 82 O. S. 94, 110-111 (1910). See Stafford v. Produce Exchange Brewing Co., 61 O. S. 160 (1899) ; affirming 16 C. C. 50; 8 C. D. 483. Rep. Atty. Gen. 1911-1912, p. 88. Restrictions on transfers of stock must be stated in the certificates of stock. § 8673-15. Power to regulate transfers of stock is not power to prohibit transfers. Nicholson y. Franklin Brewing Co., 82 O. S. 94, 112 (1910). Under a Delaware statute authorizing corporations to adopt by-laws regulating the issuance and transference of stock, a by-law was held valid which required a stockholder who desired to sell his stock, before doing so, to notify the directors and give them thirty days in which a a 1147 GENERAL CORPORATION LAW. G. C. § 8705 to sell the stock to certain designated classes of persons whose occupa- tions might render them valuable in extending the corporate business. Nicholson v.’ Franklin Brewing Co., 82 O. 8S. 94 (1910). A regulation or by-law prohibiting transfers of stock to persons not already stockholders, until the board of directors had been noti- fied and given a reasonable time in which to purchase the stock was held to be invalid. Pattison Supply Co. v. Harvey, 16 C. C. n. s. 42 (1910); aff’d, no rep. 82 O. S. 390. (b) Number of trustees or directors. The number of trustees of a corporation not for profit may be fixed in the regulations. Rep. Atty. Gen. 1913, p. 89; G. C. § 8644. (c) Limiting corporate existence. A regulation unanimously adopted, in writing, by the stockholders limiting the life of the cor- poration to ten years may be amended by a majority of the stock- holders. And where the majority continued business beyond such period, without expressly amending such regulation, the court refused to decree a dissolution at the suit of one stockholder. Cronin v. Potters Co-op. Co., 29 W. L. B. 52 (C. P. 1892). (ad) Prohibiting recourse to courts. A regulation of a corporation not for profit which prohibits a member from resort to courts to as- sert a right, but requiring him to submit to the tribunals of the cor- poration, is void. ; Myers v. Jenkins, 63 O. S. 101; reversing 16 C. C. 545; 8 C. D. 431. (e) Change of place of business. See G. C. § 8625. Mercantile Trust Co..v. Aetna Iron Works, 4 C. C. 579, 588; 2 C. D. 718 (1890). (f) Removal of directors, officers or employes. This section does not authorize regulations providing for the removal, at stockholders’ meetings, of officers or employes chosen or appointed by the directors nor arbitrarily removing directors. Directors are entitled to hold office for the term for which they are elected, unless removed for cause Age ey and hearing. Toledo Co. v. Smith, 205 Fed. 648, 646 (D. oe L913). (g) Expulsion of stockholders. A regulation of a corporation for profit providing for the expulsion and suspension of stockholders is un- authorized and invalid. Rep. Atty. Gen. 1911-1912, p. 88. A regulation providing that only persons engaged in a particular business should be eligible to hold stock, and providing for the trial and expulsion of ineligible stockholders, and for the payment by the corporation to expelled stockholders of the par value of their stock, is invalid. Paxson v. Cleveland, ete., Co. 17 C. OC. n. s. 55 (1909). VIII. REGULATIONS AS CONTRACTS. Regulations made pursuant to § 8704 and not in contravention of other statutory provisions have all the force of contracts between the corporation and its members and between the members themselves. State ex rel. v. Shaw, 103 O. 8. 660 (1921); Nicholson v. Brewing Co., 82 O. S. 94, 110-111 (1910); Stafford v. Banking Co., 61 O. S. 160 (1899). Section 8705. (Power to borrow money upon mortgage; real estate companies. Certain limitations not applicable.) GiG.’s 8705 OHIO PRIVATE CORPORATIONS. 1148. A corporation may borrow money in any sum not exceeding the amount of its, capital stock, issue its notes-or coupons or registered bonds therefor, at such rate of interest as may be provided in such issue, and secure their payment by a mort= gage of its property, real or personal, or both; provided, however, that a corporation formed to buy and sell real estate may borrow money, issue its notes or bonds secured by mortgage of its real estate In an amount not to exceed sixty- five per cent of the market value thereof. without regard to the amount of its capital stock. The limitations of section 8303 of the General Code shall not apply to any such borrowing maturing and pay- able one year or more after the date thereof, and no. eor- poration, wherever organized, nor anyone in ‘its behalf, shall interpose the defense or make the claim of usury in any suit or proceeding upon or with reference to any such corporate borrowing. (109 v. 231; 106 v. 553; R. S.° See. 3206; May. 6, 1902,.95 v. 390; April 15, 1902, 95'y, 151: R. S. 1880.) Bonds of public utility or railroad; when authority of public utilities commission required. § 614-53 et seq. Railroad mortgages. See § 8793 et seq. Street and interurban railway mortgages.. See § 9121-1. Power of corporations to borrow money, in general. When not pro- hibited by statute, a corporation may borrow money for. its corporate purposes and may evidence and secure the loan by customary instruments. Larwell v. Hanover, ete., Society, 40 O. S. 274, 282 (1883). Hays v. Galion Gas Co., 29 O.:S. 330 (1876). Raymond v. Spring Grove, ete, Ry. Co., 21 W. L. B. 103 (1889). Burt v. Rattle, 31 O. S. 116 (1876). Straus v. Eagle Ins. Co., 5 O. S. 59 (1855). Where a corporation has obtained a loan, under its apparent power to borrow, it can not escape liability therefor by setting up the defens. of ultra vires. Hays v. Galion, ete., Co., 29 O. S. 330, 340 (1876). See Picard v. Hughey, 58 O. S. 577, 594-595 (1898). Conant v. Reed, 1 O. 8. 298 (1853). Limitation on amount borrowed. Loans in excess of capital stock, : coors 8705 does not expressly limit loans to the amount of paid-up stock. Kreisser v. Ashtabula, ete., Co., 2 ©. C. n. s. 597, 599; 14 C. D. 313 (1901). . , But, in the opinion of the attorney general, the limit is the amount of the paid in capital stock, and not the authorized capital stock. Rep. Atty. Gen. 1913, p. 81 1 A mortgage by a corporation to secure a debt in excess of its capital stock is not void as to a subsequent mortgagee with notice, if upheld by the corporation and its stockholders, Central Trust. Co..v,. Columbus, ete., Co., 87: Fed.-815; 10 0._F. D. 328. (C..C, 1898). Ks Oy 1149 GENERAL CORPORATION LAW, G..C. § 8705 Stockholders and directors who caused an issue. of bonds in excess of the amount allowed by law are not personally Jiable on such bonds. — Raymond v. Spring Grove, etc., Co., 21 W. L. B, 103 (Super. Ct. Cin. 1889),. Where nic capital, stock of a corporation was increased, and bonds issued on the faith of such increase, the. stockholders and. directors are estopped from questioning the validity of the mortgage on the ground that the increased stock was not subscribed for. . Kreisséer v. Ashtabula, etc., Co., 2:C. C. n. s. 597; 14.C. D. 313 (1901). Farmers Trust Co. v. Railway Co., 67 Fed. 49; 9 O. F. D. 230 (1895)... Power of a public utility or railroad to borrow in excess of capital stock when authorized by public utilities commission, see § 614-53. Duty of lender to inquire as to authorization of loan. It has been held that a lender should know that the corporation has power to make the loan and execute the mortgage, but that he is not bound to inquire whether all the formalities have been observed, as whether the di- rectors have had a meeting and passed a formal resolution authorizing the loan and. mortgage. Bosche y. Toledo, ete., Co., 14 C. C. 289; 7 C. D. 374 (1897). Fritsch Mfg. Co. v. Elmont, ete., Co., 11 C. C. n. 8. 356; 21 C. D. 47 (1908). See also note to § 8660, Corporate Contracts. CORPORATE MORTGAGES OR DEEDS OF TRUST. Authorized by directors. When assent of stockholders necessary. A mortgage on the property of a corporation must be authorized by th directors. as East Cleveland R. Co. v. Everett, 19 C. C. 205;-10 C.D. 493 (1900). And by a yea and nay vote entered in the record. ; See § 8709. Assent of the stockholders is not necessary; Bundy v. Iron Co., 38 O. S. 300, 312 (1882). G. C. § 8660. et gitd ‘except when specially required by statute. Mortgages by certain build- ing companies must be assented to by a vote of the holders of two-thirds of the stock (§ 10210). Bonds or notes convertible into stock require the written assent of three-fourths of the stockholders representing three- fourths of the paid up stock (§ 8709). Where a stockholders’ meeting is held, and a mortgage authorized, the stockholders voting favorably are estopped from questioning the valid- ity of such mortgage. Kreisser v. Ashtabula, etc., Co., 2 C. C. n. s. 597; 14 C. D. 313 (1901). i Where, through mistake, a mortgage was executed by stockholders in their own names, it was held good as an equitable mortgage against the corporation and against a second mortgage expressly made subject to it. Bundy v. Iron Co., 38 0. 8. 300 (1882). Where, by statute of the home state of a foreign corporation, written assent of two-thirds of the capital stock is required to be filed in the office of the “‘clerk,’’ such consent may be filed with the recorder, when. amort- gage is executed on property in Ohio. A guaranty of payment signed by holders of two thirds of the stock is a sufficient consent. West v. Klotz; 37 O. 8. 420, 428 (1881). Waiver of stockholders’ liability in mortgage. Validity. See note to § 8686. rf Mortgage by college incorporated under special charter. Provision in charter for permanent occupation of property. — See President, etc., v. Zeigler, 17 O. S. 52 (1866). G. C. § 8705 OHIO PRIVATE CORPORATIONS. 1150 Execution of bonds, notes and mortgages. Authority of officers. See notes to §§ 8627, 8660 and 8664. An Ohio corporation which has removed its plant and business to another state, may, in such state, execute a valid mortgage on its prop- erty in Ohio. Although a majority of the directors are not residents of Ohio they are de facto directors and their acts valid. Lattimer v. Mosaic Glass Co., 13 C. C. 163; 7 C. D. 430 (1896). Negotiability of bonds and mortgage. The affixing of the corporate seal does not render a bond nonnegotiable. Railway Co. v. Lynde, 55 O. 8. 23 (1896); aff’d, 172 U. S. 493. The bona fide purchaser of a bond, complete in form, and payable to bearer, acquires a valid title, although the president of the corporation, who was entrusted with its custody, negotiated it wrongfully and for his own benefit. Such purchaser is entitled to a lien under the mortgage securing the bond issue. Railway Co. v. Lynde, 55 O. S. 23 (1896) ; aff'd, 172 U. S. 493. Where a mortgage provides that a default for six months in payment of interest shall render the bonds immediately due and payable, it is doubtful whether a default alone, without steps being taken by any holder to enforce the provision, is such a dishonor as to destroy their negotiabil- ity. But where the interest is afterwards paid in full the negotiability of the bonds is restored. Railway Co. v. Lynde, 55 O. 8. 23 (1896) ; aff'd, 172 U. S. 493. See G. C. § 8157. The doctrine of lis pendens does not apply to negotiable bonds, trans- ferred before due, in due course of business for value. Railway Co. v. Lynde, 55 O. S. 23 (1896); s. ¢., 172 U. S. 493. What bonds are secured by mortgage. See note to § 8707. After-acquired property clause in mortgage. A railroad or public utility company may mortgage property to be acquired in the future. But, ‘‘there is a clear distinction between the obligations of a mort- gagor under a mortgage in which the property described as mort- gaged, though definitely described, is yet to be bought and constructed, and the obligations of one under a mortgage in which the property described as mortgaged is in existence as a completed thing, and the after-acquired property clause is inserted only to increase the original security. In the former class of cases, the mortgagor is impliedly bound to buy and complete the thing mortgaged as described, and bring it under the lien of the mortgage, without burden or ineum- brance, * * * -. In the latter class of cases the mortgagor is bound neither to make additions, nor, if he does make them, to free them from prior liens arising in and out of the act of acquisition. ’? Harris v. Bridge Co., 90 Fed. 322 (C. OC. A. 6th Cir. 1898); Trust Co. v. Traction Co., 106 O. 8. 577, 592 (1922). Estoppel to question validity of mortgage. Stockholders and direct- Ob are estopped from denying the validity of a mortgage authorized by m. Kreisser v. Ashtabula, etc., Co., 2 C. C. n. s. 597; 14 C. D. 313 (1901). ee Co. v. Toledo, ete., Ry. Co., 67 Fed. 49; 9 O. F. D. 230 A subsequent mortgagee is estopped from questioning the validity of a prior mortgage to which his mortgage is expressly subject. Bundy v. Iron Co., 38 0. 8. 364 (1882). Central Trust Co. v. Columbus, etc., R. Co., 87 Fed. 815 (1898). 1151 GENERAL CORPORATION LAW. G. C. § 8705 A person who advanced money on the mortgage bonds .of a corpora- tion, and afterwards sold the same to other persons, is estopped from asserting a mechanic’s lien as against the mortgage. West v. Klotz, 37 O. S. 420 (1881). See note to § 8793. Consideration. A mortgage given by a corporation to secure en- dorsers of its notes is based on a present consideration under Bankruptcy Act, §67d. The mortgagees became creditors of the corporation contin- gently at and from the time of endorsement. In re Farmers Supply Co., 170 Fed. 502 (D. C. 1909). Sale of bonds. The president of a corporation has no power to sell bonds without authority from the directors, nor to employ a broker to sell them. East Cleveland R. Co. v. Everett, 19 C. C. 205, 209; 10 C. D. 493 (1900). But where bonds, complete in form and negotiable by delivery, are placed in the custody of the president, he thereby becomes clothed with apparent authority of disposition, and a bona fide purchaser acquires a valid title although the president negotiates them wrongfully and for his own benefit. Railway Co. v. Lynde, 55 O. 8. 23 (1896); aff’d, 172 U. S. 493. See Railway Co. v. Bank, 56 O. S. 351 (1897). The president of a corporation, having possession of a bond for sale, has no right to appropriate the bond to the payment of a debt due to him from the corporation, without the consent of the directors. Greenville Gas Co. v. Reis, 54 O. S. 549 (1896). Where a broker is in possession of bonds of a railroad company under an agreement providing that his right to retain the same should accrue contemporaneously with actual payment therefor, an indictment for em- bezzlement lies for the pledging of the bonds by the broker and the con- version of the proceeds of the loan prior to a call for funds by the com- pany. Hayes v. State, 14 C. C. n. s. 497 (1910); aff'd, no rep., 83 O. S. 490. Sale below par. A selling committee of directors, when not author- ized to sell for less than par, can not authorize a broker to sell for less than par. East Cleveland R. Co. v. Everett, 15 C. C. 181; 8 C. D. 210 (1897); s. c., 19 C. C. 205, 209; 10 C. D. 493 (1900). Sale below par by railroad company, see § 8797. Pledge of bonds by corporation. The power to “issue” bonds, con- ferred by this section, includes the power to pledge its mortgage bonds to secure other obligations, and the delivery of such bonds in pledge to " trustee is an issue of them and renders the mortgage a present incum- rance. Transportation Co. v. Insurance Co., 170 Fed. 279 (C. C. A. 1909). Character of transaction, sale or loan. See note to § 8797. Bonds given to stockholders as a bonus. Other creditors of the corporation have priority over stockholders to whom bonds were is- sued as a bonus. But where such bonus bonds are issued for the purpose of protecting minority stockholders, they have priority over other stockholders, including holders of preferred and common stock subsequently sold. Williamson v. Collins, 243 Fed. 835 (C. GO. A. Ohio 1917). Trustee under mortgage, A statement in a band that it shall not become obligatory until authenticated by the trustee is equivalent to a G. C. § 8705 OHIO PRIVATE CORPORATIONS. 1152 declaration that when so authenticated its obligatory ‘character shall become complete. Railway Co. v. Lynde, 55 O. 8. 23, 41 (1896). Rate ee Failure of the trustee to record the mortgage for some time after ‘ its execution was held not to estop the bondholders from asserting the lien after it, was recorded. Davis _v. Hanover Soc., 210, Fed. 768 (C, oar. Rage i) Damen , aie The trustee represents the bondholders only in matters affecting the enforcement of the security and administration of the trust prop- erty under the terms. of the trust. Baker v. Trust Co. 235 Fed. 17 (C. Ce Avs Ohio. TOG); Provision in mortgage authorizing trustee to bid in property. at fore- closure, sale. ' } See Cincinnati Trust Co. v. Miami, ete., Co. 5 O. L. R. 514 (Cake 1907). The trustee of a mortgage executed by a consolidated company, to secure a bond issue, is a necessary party to an action, by mortgage credi- tors of one of its constituent companies, seeking to set aside the consoli- dation on the ground that they were induced by fraud to surrender their lien. , Union, ete., Co. v. Hess, 159 Fed. 889; 6 O. L. R. 3/2; 16.0,7H..D: »73) (C. CG. A. 1908). +t Liability of trustee for certifying bonds with knowledge that the corporation did not own the property included in the mortgage. See Dreifus vy. Union, ete.,.Co., 13 C..C. n. s. 441; 23 C. D. 46 (1910) ; _ reversed, without report, 87 O. S, 525. Davidge v. Trust Co., 203.N. Y. 331; 96 .N. B. 751 (1911), Trust company as trustee. When mortgage void for failure of trust company to comply with law, see § 710-154. Foreclosure. Where corporate. property was sold under foreclosure to a director for less than its actual value, the sale was set aside on motion of a bondholder upon the giving of security that a larger sum would be bid on a resale. Secor v. Maumee, ete., Co., 1 N. P. 100; 1 L. D. 80 (C. P. 1894). _ Where mortgaged property is bid’ in by the bondholders, who, as au. thorized by the mortgage and the order of sale, paid therefor by surren- dering the bonds, the sheriff is not entitled to poundage on the amount ‘of bonds surrendered. Major v. International Coal Co., 76 O. S. 200 (1907). Where a provision in a mortgage required the trustee to bid in the property on: foreclosure and to organize a new corporation, paying the purchase price in stock of such new company, which should be distributed among the bondholders in full satisfaction’ of their bonds, the court re- fused: to carry such provision. into the decree of foreclosure, where it ap-_ peared that an action was pending to require stockholders to pay up their stock, which action might. be prejudiced by such decree. Cincinnati Trust Co. v. Miami, ete., Co., 5.0. L. R. 514 {G. P. 1907 ie The consent of all bondholders is not necessary to authorize the trustee to bid in the mortgaged property on their behalf. But non- consenting bohdholders may compel the: trustee to ‘account to them for their pro rata share of the price bid, as if the same had been Peace by him in money. Beckman v. Supply Co., 9 Ohio App. 275 Deficiency judgment. Where the bonds are payable to the trustee — or bearer, the trustee, in a suit to foreclose the mortgage, may plead a Separate cause of action for a personal judgment..° A’ court of ap- peals hearing the case on appeal is authorized to render only a defi- alla 1158 GENERAL: CORPORATION LAW. G.-C, § 8708 ciency judgment. Trust Co. vy. Traction Co.,'106 O. 8. 577, 625 (1922). Compare, Connor v. Bramble, 6 N. P. 195 (1895). See Raymond v. Spring Grove, etc., Ry. Co., 21 W. L. B: 1038 (1889). A corporation is not liable for a deficiency judgment where the loan was obtained and note and mortgage given by an individual, although for the benefit of the corporation. re De Camp v. Levoy, 19 C. C. 335 (1900). Reorganization agreements. Creditors’ claims. See Keetch v. Stowe Co., 205 Fed. 887 (C. C. A. Ohio 1913). Powers of committee. See Sharpe v. Oil Co., 232 Fed.’ 703° (C. C. A. Ohio 1917). Rights of minority stockholders where majority stockholders ob- tain corporate property through unfair reorganization . proceedings. See So. Pac. Co. v. Bogert, 250 U. S. 483 (1919). Reorganization of railroad companies.. §9079 et seq. Section 8706. (When mortgage deemed to be duly re- corded.) A mortgage of real and personal property here- tofore or hereafter made by a company organized to operate a line or lines of telegraph, telephone, district telegraph messenger service, or for the purpose of supplying gas or electricity or hot water, for lighting, fuel or other purposes, or hot water, or steam, for heating or fuel purposes, shall be duly recorded in the office of the recorder of deeds in each of the counties in’ which the real or: personal property mortgaged is situated or employed. (R. S. Sec. 3256a; May 6, 1902, 95 v. 366.) This section is constitutional. Thompson v. Electric Co., 21 C. C. n. 8. 291 (1906/, Section 8707. (When lien effective.) A mortgage so recorded shall be a good and sufficient lien from the date of its filing for record in each county where it is recorded as well upon the personal as the real property of such a com- pany. (R. S. Sec. 3256a; May 6, 1902, 95 v. 366.) The lien of all bonds, in the hands of bona fide holders, secured by one mortgage but issued at different times, dates from the recording of the mortgage. Railway Co. v. Lynde, 55 O. S. 23 (1896); aff’d, 172 U. S. 498. See Bank v. Brotherton, 78 O. S. 173 (1908). A mortgage recorded prior to the enactment of this section was held to be a valid lien from the date this section became effective. Thompson v. Electric Co., 21 C. C. n. gs. 291 (1906). Section 8708. (Change of bonds authorized.) A corpo- ration which lawfully has issued registered or coupon bonds, upon the request of a holder thereof, may change such: reg- istered into coupon bonds, or coupon into, registered bonds, either by substitution or proper indorsement thereon. All liens, securities, and rights which existed on or accrued to such original bonds shall, be and continue on and to such G. C. § 8709 OHIO PRIVATE CORPORATIONS. 1154 substituted or indorsed bonds. (R. S. Sec. 3265; April 7, 1876, 73. v. 123,.§§1, 2.) Section 8709. (Obligations may be converted into stock.) Upon the written assent of not less than three-fourths of the stockholders, representing at least three-fourths of its cap- ital stock actually paid, a company may borrow money not exceeding one-half of the capital stock so paid-in, on such security, by way of mortgage, or otherwise, as is agreed upon, at a lawful rate of interest, and in the instrument evidencing the contract may stipulate that the holders of such instruments shall have the right to convert the amount borrowed, or a part thereof, into either common or preferred stock, this having been provided for by the proper action and certificate of the company. Any action of the directors for borrowing money, issuing bonds, or involving an ex- penditure of money shall be by yea and nay votes, and record thereof be made showing the vote of each director voting upon the question. (R. S. See. 3257; March 25, 1870, OT v5 20,089 b. 28. a) Right to convert not severable from bond. A stipulation for con- version is inseparably connected with the bond on which it is endorsed, and is only available to the holder of the bond so long as he continues to be such holder. The holder of a bond ean not assign to another the right of action for a breach of the stipulation for conversion and yet retain the bond for the benefit of himself and future assigns. Denney v. Cleveland, ete., R. Co., 28 O. S. 108 (1875). In an action for a refusal to convert bonds, the petition is fatally defective in not averring that the plaintiffs were, and at the commence- ment of the action continued to be, the holders of the bonds for the non- conversion of which they bring suit. Denny v. Cleveland, etc., R. Co., 28 O. S. 108 (1875). When stock deemed a debt. A corporation issued certificates of preferred stock, so called, certifying that the corporation guaranteed to holders the payment of four percent semi-annual dividends, and the final payment of the entire amount at a specified time, with the right to convert the preferred stock into common stock, and the company at the Same time executed and delivered to a trustee its bond and mortgage to secure the holders of such certificates. Held, that the holders of the certificates did not thereby become stockholders of the corporation, but its creditors, and that, as such, they had a lien upon the mortgaged property superior to that of the general creditors of the corporation or of its assignees, Burt v. Rattle, 31 0. 8. 116 (1876). es note to § 8669. Issues of stock construed—preferred stock or ebt. Contracts of consolidation limiting right to issue bonds. A con- tract of consolidation which prohibits the issuing of bonds without the consent of the majority in interest of preferred stockholders probably violates this section: Burke y. Cleveland, etc., Co., 22 W. L. B. 11, 16 '(C. P-1889). et 2 1155 GENERAL CORPORATION LAW. G. C. § 8710 SALE OF ENTIRE PROPERTY. Section 8710. (Sale of entire property and assets.) No corporation organized under the laws of this state shall sell its entire property and assets to any person, persons or as- sociation, or to another corporation, whether organized for the same or similar purposes or otherwise, under the laws of this or any other state, unless three-fourths of the directors of such corporation authorize the execution of an agree- ment therefor prescribing the terms, considerations and con- ditions thereof. The considerations may be money, stocks, bonds, or other instruments for the payment of money, or any valuable consideration. (R. 8. See. 3256b; April 2, 1906, 98 v. 229.) Power to sell corporate property generally, see note to § 8627. Sale of stocks of merchandise in bulk, see G. C. §§ 11102 to 11103-1. An Ohio corporation has no authority to sell its entire property and assets.except in the manner provided in § 8710 et seq. Cyclone Drill Co. v. Ziegler, 99 O. S. 151 (1918). Where all the stockholders and directors were present at a meet- ing, at which a sale of all assets was authorized, the corporation can- not thereafter set aside the executed transaction on the ground that §§ 8710 to 8718 were not complied with. Harrison Co. v. Blacker, 15 NP. u. 8. 377 (1914). Directors may authorize the filing of a voluntary bankruptcy peti- tion on behalf of the corporation, although a charter provision re- quires the consent of stockholders to a disposition of its entire as- sets. In re De Camp Co., 272 Fed. 558 (C. C. A. 6th Cir. 1921). Sale of entire property—what constitutes. When corporate. prop- erty is sold, but the corporation retains its cash, notes and accounts receivable and real estate, the transaction is not a sale of ‘‘entire property’’. Krell v. Piano Co., 23 N. P. n. s. 193 (1920); aff’d, 14 Ohio App. 74; motion to certify record overruled, 19 O. L. R. 125. Duty of purchaser. It is the duty of a purchaser of the entire property of a corporation, before making the purchase, to ascertain whether the corporation has given notice to its stockholders under § 8711 and complied with the other statutory requirements. Otherwise the purchaser takes the property subject to the rights of dissenting stockholders. Cyclone Drill Co. v. Ziegler, 99. O. S. 151 (1918). Rights of creditors of vendor corporation. Where one corpora- tion purchases all the assets of another corporation, and pays there- for with stock in the vendee corporation, the vendee may, under some circumstances, be liable for the debts of the vendor company. Bruce Co. v. Eustis Co., 8 Ohio App. 341; 30 O. C. A. 177 (1917); motion to certify record overruled, 15 O. L. R. 485. A person having a claim for personal injuries, upon which he brought suit after sale and conveyance of the assets of the corpora- tion, is a subsequent creditor, and the sale will be set aside only upon proof of the vendor company’s actual intent to defraud its creditors. Pfisterer v. Traction Co., 89 O. S. 172 (1913). For rights of creditors of constituent railroad company, after consolidation, see note to § 9038. G..C. § 8710 OHIO PRIVATE CORPORATIONS. 1156 For other rights of creditors, see Andres v. Morgan, 62 O. S. 236 1900); Bank v. Trebein, 59 O. S. 316 (1898); In re Reiger, Kapner & Altmark, 8 O. L. R. 498; 187 Fed. 609. 2 -e ee Corporation paying in stock for assets of another: corporation. Where a corporation acquires all the assets of another corporation, paying therefor in stock of the vendee corporation, the transaction is, in substance, a merger or successorship in interest. The purchaser may rescind a contract which the selling corporation had, by fraud, been induced to make. Shipbuilding Co. v. Steamship Co., 215 Fed. 304; 12 O. L. R. 455; affirming, 10 0. L. R. 395; 197 Fed. 780, .797. But the purchaser may, be liable for debts of the selling corpora- tion. Bruce Co. v. Eustis Co., 8 Ohio App. 341; 30 O. C. A. 177 (1917); motion to certify record overruled, 15 O. L. R. 485; Andres v. Morgan, 62 O. 8. 236 (1900). Creditors of the vendor corporation may reach stock of the new corporation issued in payment for assets of the vendor, although such stock was issued to stockholders of the vendor corporation. Hewett. v. Fenton Co., 21 N. P. n. +s. 5387 (1919). The vendee corporation may be bound by an injunction in force against the vendpr corporation at the time of sale. Fertilizer Co. v. Ruh, 7 Ohio App. 430; 29 O. C. A. 165 (1917). Agreement of vendor corporation and stockholders not to re-engage in business. An agreement by a corporation, on a sale of its entire property and good will, not to re-engage in business is not binding on a stockholder individually although he was an officer of the corporation and acted in the transaction. Hall’s Safe Co. v. Herring, etc., Co., 146 Fed. 373 16..0.:R.j/D438T (Cz C. A. 1906). But where the stockholders expressly agree, as individuals, not to re- engage in business, within certain limitations, they are bound. Davis v. Booth, 2 0. L. R. 309; 131 Fed. 31 (C. C. A. 1904). Employment contracts of corporation; when binding on purchaser. Novation. See Paul v. Caldwell Furnace Co, 7 C.°Ckin. sf 2725;417.'CxDsi68 (1905). Jarmusch y. Otis, ete. Co. 3 C. C. n. s. 1; 13 C. D. 122 (1901) ; aff'd, 68 O. S. 720. Rescission. Before the enactment of §§8710 to 8718 it was held ~ that where several corporations combined by organizing a new corporation, to which the constituent companies conveyed their property in exchange for stock, one of the constituent companies could nét sue for a rescission, on the ground that it was an arrangement in restraint of trade, without tendering back all the stock received by it. Sportsman Shot Co. vy. American, etc., Co., 30 W. L. B. 87 (Super. Ct. Cin. 1893). Power of corporation to sell i of statute. Pivsaex law. Bi CRIES DEORERT 2 Ean See Schmuck vy. Crume, etc., Cost NN, Pion. 8s 24, 32; 19 L. D. 819 (1905); aff'd, 78.0. 8. 409, Keystone Bank v. Union Oil Co., 2 C.. C. n. s, 427; 15 C. D. 464 (1903). Fasum v. Buckeye Brewing Oo., 51 Fed. 156 (C. C. 1892). Donner v. Dayton, ete., Co.. 1 C. S. C. R. 130, 140 (1871). | | : 1157 GENERAL CORPORATION LAW. G..C. § 8713 Section 8711. (Submission of agreement.) Such agree- ment shall be submitted to the stockholders of the corpora- tion at a meeting called for the purpose of taking it into consideration, ten days’ notice of the time and place of holding which, and the object thereof, shall be given by registered letter containing a written or printed notice ad- dressed to each of the persons in whose names the stock of the corporation stands on its books; and also by like notice published in some newspaper in the city or village where the corporation has its principal office or place of business. But when all the stockholders are: present at such meeting in person or by proxy, notice may be waived in writing. (R. S. Sec. 3256c; April 2, 1906, 98 v. 230.) The provision of this section requiring notice to stockholders is mandatory. Cyclone Drill Co. v. Ziegler, 99 O. S. 151 (1918). Section 8712. (Adoption of agreement.) At such meet- ing of stockholders the agreement of the directors shall be considered and a vote by ballot taken for its adoption or rejection. For each share of stock on which all the install- ments called for by the board of directors are paid, the holder thereof shall be entitled to one vote. The ballots must be cast in person or by proxy, and if three-fourths of all the votes cast at the meeting be for the adoption of the agreement, it shall be valid and binding on such corpora- tion. Upon its adoption, the officers of the company shall execute and deliver to the purchaser good and _ sufficient deeds and transfers of all the property and assets of the corporation, upon the terms and conditions in the agree- ment provided. (R. S. Sec. 3256c; April 2, 1906,°98 v. 230.) Where the assets of a corporation are purchased by another corpora- tion under §§8710 to 8713, the purchaser may rescind a contract of the selling corporation, entered into through the fraud of its promoter, by which a portion of the assets were acquired. Shipbuilding Co. v. Steampship Co., 215 Fed. 304; 12 O. L. R. 467 (ue Usa Ubo er, ARo tay, ; When'a preferred stock issue gives the preferred ‘stockholders’ ex- clusive voting rights, a sale may be approved by three-fourths of, the preferred stockholders. The common stockholders of such a corpora- tion are not entitled to vote. . Krell v. Piano Co., 14 Ohio App. 74 (1921); affirming, 23 N. P. n. s. 195; motion to certify record overruled, 19 O. L. R. 125. . Section 8713. (Dissatisfied stockholder.) If a_ stock- holder be dissatisfied with such sale and refuses to partici- pate in the proceeds thereof, within thirty days after the adoption of such agreement, he shall state his objections thereto in writing and file them with such corporation, and | G. C. § 8716 OHIO PRIVATE CORPORATIONS. 1158 in writing demand from it payment for his stock. Within sixty days thereafter such corporation shall pay to him the value thereof at the time such agreement was adopted. In case of a disagreement as to the value of the stock, it shall be ascertained by three disinterested persons, one of whom to be chosen by the stockholder, one by the directors of the corporation, and the other by the two so selected who shall conduct such arbitration as provided by the law regulating arbitrations. (R. 8. Sec. 3256d; April 2, 1906, 98 v. 230.) See § 9034. An award under this section is a common law award requiring the concurrence of all the arbitrators, and not a statutory award under G. C. §12149 et seq. Shoe Co. v. Hoffard, 27 0. °C. A. 513 (1916); aff’d, 95 O. 8. 376. By submitting to arbitration, dissatisfied stockholders waive their right to question the constitutionality of the statute. Wall v. Parrot Co., 244 U. 8. 407 (1917). In the absence of a statute, a minority stockholder may recover the proportionate value of his stock where the majority stockholders sell the entire corporate property to another corporation for less than its value, the majority stockholders receiving stock in the vendee corporation, and the minority stockholder receiving none. Stebbins v. Michigan Co., 212 Fed. 19 (1914). Section 8714. (How award collected.) If the’ award is not paid within sixty days from its making, and notice thereof given to the stockholder and the corporation, its amount shail be evidence of the amount due from the corpo- ration and may be collected as other debts against it. On receiving payment of the award, the stockholder shall sur- render his stock to such corporation. (R. S. See. 3256d; April 2, 1906, 98 v. 230.) In an action to recover the amount of the award, the defense of legal defect appearing on the face of the award is available to the defendant corporation. Hoffard v. Shoe Co., 95 O. S. 376 (1917); affirming, 27 O. G. A. 513. Section 8715. (Procedure when stockholder refuses to submit question.) If such stockholder refuses to submit such question to arbitration, upon the application of a di- rector of the company, the judge of the common pleas court shall appoint arbitrators, who shall ascertain the value of the stock as if the question had been submitted by consent of both parties. (R. S. See. 3256e; April 2, 1906, 98 v. 230.) Section 8716. (Notice.) In all cases of such arbitration, the party desiring it, shall give the opposite party at least ten days’ notice of his intention to apply to the judge for the appointment or arbitrators, which notice shall be served ee a a 1159 GENERAL CORPORATION LAW. G. C. § 8719 in the manner provided for the service of summons and specify the time and place of the hearing of the appli- cation. In cases of non-residents the notice shall be by pub- lication for four consecutive weeks in some newspaper printed in the county. (R. 8S. Sec. 3256e; April 2, 1906, 98 v. 231.) Section 8717. (Deposit of award.) If the party owning the stock refuses to receive the amount awarded, the com- pany may deposit it with the clerk of the common pleas court of the county in which the arbitration was held, which deposit shall operate as if payment were made to the owner of the stock, and also as a cancellation of such stock upon the books of the company. (R.S. Sec. 3256e; April 2, 1906, 98 v. 231.) Section 8718. (Sale to a trust prohibited.) A sale of its entire property by a corporation, as hereinbefore authorized, shall not be made for the formation of or to a trust or com- bination for the purpose of restricting trade or preventing competition. (R. S. See. 3256b; April 2, 1906, 98 v. 229.) See Sportsman Shot Co. v. American, etc., Co., 30 W. L. B. 87 (Super. Ct. Cin. 1893). 4 AMENDMENTS. Section 8719. (Power to amend articles.) A corporation organized under the general corporation laws of the state may amend its articles of incorporation as follows: 1. So as to change its corporate name—but not to one already appropriated, or to one likely to mislead the public. 2. So as to change the place where it is to be located, or its principal business transacted. 3. So as to modify, enlarge or diminsh the objects or purposes for which it was formed; but not substantially to change the purpose of its original organization. 4. So as to increase or decrease the number of shares into which its capital stock is divided; to provide for pre- ferred stock, or dispense with unissued preferred stock; to change unissued common stock to preferred stock, within the limits permitted by law; to change unissued preferred stock to common stock; to add any or all of the provisions permitted by sections 8668 and 8669 of the General Code, or to make new provisions of such nature with respect to new- ly authorized preferred stock; or to amend or eliminate such G. GC. § 8719 OHIO PRIVATE CORPORATIONS. 1160 provisions as to unissued preferred stock; or to add to the articles anything omitted from, or’ which lawfully might’ have been provided for originally, or to ‘take out of the articles any unnecessary provisions or provisions ‘which might lawfully have been omitted from them originally. But the authorized capital stock of a corporation shall not be increased or diminshed by such amendment. (107 v. 414; R. 8. Sec. 3238a; May 18, 1886, 83 v..193.) — ide A fire insurance company organized under G. ©. § 9510 et seq. may amend its articles under this section. Rep. Atty. Gen. 1911-1912, p. 98. A legal reserve life insurance company organized under § 9340 may amend its articles under this section. Rep, Atty. Gen. 1912, p. 24, Change of name. Corporate name generally, see note to §8628. A corporation having changed its name, the former name was adopted by ‘a new corporation, but most of the mail addressed to the former name was intended for the older company. Held that all mail should be opened by the former company in the presence of a representative of the new — company. Clark Carriage Co. v. Smith. Eggers.Co., 1 N. P. 391;.3 L. D..77 (Cin. Super. Ct. 1894). A casualty company. may change its name under this. section. Rep. Atty. Gen. 1908-1909, p. 88. ie change of the corporate name does. not release a subscriber to stock. Royce & Pulling y. Tyler, 2 C. C. 175, 188; 1 C. D. 428 (1887). Whether a statute, authorizing a change of name of a railroad com- pany on certain conditions, has been complied with must be proved. Ju- dicial notice will not be taken of a statement in a report of the commis- sioner of railroads, that such statute has been complied with. Railroad Co. v. Hoffhines, 46 0. 8. 643 (1889). Capital stock. Prior to the amendment af 1107. x. 414, unissued common stock could be changed into preferred stock only by the unanimous consent of the stockholders. Opins. Atty. Gen. 1915, pp. 8, 127, 363 and 1284, The par value of shares may be increased or reduced, by amend- ment of the articles, if the authorized capital stock is not increased or decreased. 17 0. “L. R- 430; Opins. Atty. Gen. 1919, p. 1564; 11 Dept. Rep. 580. Contra, Rep. Atty. Gen. 1911-1912, pp. 99, 126. A corporation not for profit having no capital stock may, by amendment, provide for a capital stock. The fee for such amendment is governed by G.. C. §176, par. 9. Opins.. Atty. Gen. 1915, p, 440; Opins. Atty. Gen. 1918, p. 206. _ A corporation not for profit, but having a capital stock, may not eliminate its capital stock by amendment, where a portion of the stock 1s owned by nonmembers. Rep. Atty. Gen. 1904-1905, p. 63. Prior to the amendment of 107 v. 414, preferred stock could not be authorized by amendment. to the articles under this section. State v. Ursehel, 104 0. 8, 179 (1922), Preferred stock can not be retired by an amendment providing for an issue of common stock which would exceed the authorized amount of common stock, Opins. Atty. Gen. 1915, p. 504. — a 1161 GENERAL CORPORATION LAW. G. C. § 8720 Substantial change of purpose, While the purpose may: be modified, enlarged or diminished, it can not be substantially changed. A corporation organized to furnish gas and electricity can not by amendment. be author- ized to operate a street railway. State ex rel. v. Taylor, 55 O. 8. 61 (1896). Where a corporation amends its articles so as to substantially change its original purpose, bonds issued in carrying out such unauthorized pur- poses will, in the absence of estoppel, be void in the hands of holders with notice. ‘Picard v. Hughey, 58 O. 8S. 577, 595 (1898). A corporation organized to furnish gas for lighting purposes may, by amendment, be authorized to furnish electricity for the same purpose. Picard v. Hughey, 58 O. S. 577 (1898). A corporation formed to manufacture electric fixtures can not, by amendment, be authorized to furnish electric light and steam heat. 4 Opins. Attys. Gen. 580. A company formed to conduct a farming and nursery business can not, by amendment, be authorized to deal in real estate, or to manufac- ture cotton and cotton paper. Rep. Atty. Gen. 1909-1910, p..135. An amendment authorizing a railway company to engage in trans- portation by water is a fundamental change. Marietta, etc., R. Co. v. Elliott, 10 O. S. 57 (1859). Association for care of crippled children. A certificate from the board of state charities is required before filing a certificate of amend- ment of articles of association for care of dependent, ete., children. G...0,.°§ 1852-2. Special charters under former constitution. Amendment of. See note to § 8736. Fundamental changes in special charters require the assent of all stockholders. : Chapman v. Mad River, etc., Co., 6 O. S. 119 (1856). Marietta, ete., R. Co. v. Elliott, 10 O. S. 57 (1859). See Dayton, etc., R. Co. v, Hatch, 1 Disn. 84 (1855). But the rights of such stockholders may be lost by laches. Chapman v. Mad River, etc., Co., 6 O. S. 119 (1856). Owen v. Purdy, 12 O. S. 73 (1861). Section 8720. (Proceedings.) Amendments to articles of incorporation may be made at any meeting of the members or stockholders thereof, of which, and of the business to come before it, thirty days’ notice has been given by a ma- jority of the directors or trustees, in a newspaper published and of general circulation in the county where the com- pany’s principal place of business is located, and by a vote of the owners of at least three-fifths of its capital stock then subscribed, if it has a capital stock, or if not, by a vote of at least three-fifths of its members. (R. S. Sec. 3238a; May 18, 1886, 83 v. 193.) The notice need not be published for thirty consecutive days. One notice, published at least thirty days before the day set, is sufficient. Muskingum, etc., Co. v. Ward, 13 Ohio 120 (1844). ret Craig v. Fox, 16 Ohio 563, 566 (1847). G. C. § 8724 OHIO PRIVATE CORPORATIONS. 1162 Newport News v. Potter, 122 Fed. 321, 332 (C. C. A. 1903). Notice by mail is probably not a compliance with this section. Opins. Atty. Gen. 1915, p. 164. Section 8721. (Copy to be filed with secretary of state.) When thus adopted, a copy of such amendment, with a cer- tificate thereto affixed, stating the fact and date of its adop- tion, that such copy is a true copy thereof, signed by the president and secretary of the corporation, and if one there be, sealed with its seal, shall be recorded in the office of the secretary of state, who shall note on the margin of the rec- ord of the original articles filed by such corporation, and on the margin of the index thereto, the volume and page where such amendment is recorded. (R. S. Sec. 3238a; May 18, 1886, 83 v. 193.) Section 8722. (When amendments take effect.) Amend- ments to articles of incorporation shall not take effect until filed for record with the secretary of state, nor, unless it be waived, until the corporation gives notice of them in some newspaper of general circulation in the county where its principal office is located, for three consecutive weeks. (R. S. Sec. 8238a; May 18, 1886, 83 v. 193.) Publication of the notice once a week for three consecutive weeks is sufficient, but publication is not complete until the lapse of three full weeks from the date of the first publication. The better practice is to copy in full the resolution amending the articles. Opins. Atty. Gen. 1917, p. 1987. Section 8723. (How notices waived.) All the notices hereinbefore required in such proceedings to amend, may be waived when the holders of all the capital stock of a corporation, or all the members of one having no stock, consent thereto in writing. (R. S. Sec. 3238a; May 18, 1886, 83 v. 193.) DIVIDENDS. Section 8724. (Dividends to be paid from surplus. profits only.) Directors of a corporation organized under the laws of this state shall not make dividends except from surplus profits arising from its business. (R. S. See. 3269-1; April 11, 1888, 85 v. 182, § 1.) Dividends. On preferred stock, see §§ 8668 to 8669. Defined. Dividends consist of that portion of the profits which the directors separate from the general pro ert d ly to the benefit of the stockholders. . property and apply to the bene State v. Farmers Bank, 11 Ohio 94 (1841). 1163 GENERAL CORPORATION LAW. G. C. § 8724 Where the property of a corporation is divided among the stock- holders, on the winding up of its affairs, the term “dividend” may be applied, although usually applied to the distribution of profits. Larwill v. Burke, 19 C. C. 450, 513; 10 C. D. 579, 605 (1900). Under some circumstances an informal division of profits may be treated as a dividend, although there were no book entries crediting the dividend to the stockholders. Kramer v. Foundry Co., 23 N. P. mm fOr Cletoy. Discretionary power of directors to declare dividends. In the ab- sence of bad faith, or an arbitrary and unjustifiable withholding of the profits by the directors, the discretionary power of directors as to dividends will not be interfered with by the courts. De La Croix v. Hid, ete.; Co., 8 Nv Poon.'s. 4893°19 L. D. 767 (C.-P. 1909). Smith v. Aultman Co., 25 C. C. n. s. 461 (1916). See In re Mansfield Co., 3 Ohio App. 253; 21 C. C. n. s. 95 (1914). A corporation may borrow money to pay dividends when the earnings are represented by credits or merchandise readily reducible to cash. ,But where a corporation is already so heavily in debt that it can not borrow money on its own credit, the directors are not justified in declaring a dividend. Thomas v. Matthews, 94 O. 8. 32, 56 (1916). Can not be declared or paid out of capital. A corporation has no power to declare or pay dividends out of its capital stock. A contract to pay dividends otherwise than out of profits is invalid and can not be enforced. Dividends can only be paid out of surplus profits. Painesville, ete., R. Co. v. King, 17 O. S. 534 (1867). Ohio College v. Rosenthal, 45 O. S. 183, 194 (1887). De La Croix v.’Eid, etc., Co., 8 N. P. n. s. 489; 19 L. D. 767 (C. P. 1909). Wood v. Pearce, 2 Dis. 411 (Super. Ct. Cin. 1859). Ryan v. Miami, etc., Ry. Co., 10 Am. L. R. 263 (1881). Dividends on preferred stock can be paid out of surplus profits only. Miller v. Ratterman, 47 O. S. 141, 158 (1890). Mente v. Graff, 10 N. P. n. s. 148 (C. P. 1910). Dividends paid out of capital, and not out of surplus profits, may be recovered from the stockholders by a trustee in bankruptcy of the cor- poration, although paid to preferred stockholders and received by them in good faith. Mente v. Groff, 10 N. P. n. s. 148 (C. P. 1910). See First N. B. v. Patton Co., 18 C. C. n. s. 289 (1910). Railway Co. v. Burke, 19 W. L. B. 27 (C. P. 1887). In an action against a stockholder, it is no defense that the stock- holder, in receiving the dividends, acted in good faith and believed that the dividends were paid out of earnings; nor is it a defense that the corporation was not actually insolvent when the dividend was paid and that no existing creditors were injured, where the effect of the dividend was to hinder, delay or defraud ereditors. Rhein- strom v. Seasongood, 19 N. P. n. s. 394 (1917). Agreement of director with third person that corporation will pay dividends. A contract by a director with a third person, obligating the director to vote in favor of dividends, regardless of the require- ments of the company as working capital or as to equipment, is against public policy. Thomas v. Matthews, 94 O. S. 32, 55-59 (1916). Guaranty of dividends, (a) By corporation. A general guaranty G. C. § 8724 OHIO PRIVATE CORPORATIONS. 1164 by a railroad company, of dividends on its preferred stock, was construed to be a guaranty of dividends only in the event that dividends were earned. Miller v. Ratterman, 47 O. S. 141 (1890). (b) Personal guaranty by officer of corporation. Where a person subscribed and paid for stock, relying on the verbal promise of the presi- dent of the corporation that the subscriber should receive fifteen percent on the amount invested, within one year, the agreement was held not to be within the statute of frauds. Moorehouse v. Crangle, 36 0, S. 180 (1880).~. Title to profits before declaration of dividend. The net earnings are the property of the corporation until a dividend is declared. Adams v. Shields, 17 C. C..129; 9 C.D. 558 (1898) ; aff’d,.61 O.'S. 643. Marble v. Van Wert N. B., 3 C. C. 464; 2 C. D. 265 (1888). Dividend, when declared by directors, becomes a debt due to stock- holders. When a dividend has been declared by the directors, it becomes a debt of the corporation to its stockholders. When declared out of profits, it can not be rescinded or revoked by the directors or by a majority of the stockholders. Mitchell v. Bookwalter Wheel Co., 4 N. P. n.’s. 609; 17 L. D. 483 (1905) ; aff’d, no rep., 75 O. S. 639. See Cleveland Trust Co. v..Lander, 19.C. C. 271; 10 C. D. 452 (1900) ; aff’d,.62 O.:-S.: 266. , To whom dividends payable. In general. Dividends are prima facie payable to the persons appearing on the corporate books as stockholders. The corporation is protected in paying to the registered stockholder in the absence of notice of the rights of other parties. § 8673-3. Railroad Co. v. Robbins, 35 O. S. 483, 502 (1880). Bank v. Mfg. Co., 67 O. S. 306, 314 (1902). Norton v. Norton, 43 0. S. 509, 522 (1885). A corporation is bound to respect the rights of equitable owners from the time it receives notice thereof. Conant v. Seneca Co. Bank, 1 O. 8. 298 (1853). Where a corporation has paid dividends to one not entitled thereto, and has been compelled to pay the dividends a second time, it may re- cover the amount from the person who wrongfully obtained it. Marble v. Van Wert N. B., 3. C. C. 464; 2 C. D. 265 (1888). Where stock transferred. Future dividends follow the stock and are payable to the purchaser. It has been held that, on a sale of stock, no valid reservation of future dividends can be made. Marble v. Van Wert N. B., 3 ©. C. 464; 2 C. D. 265 (1888); Dividends declared after the sale belong to the purchaser although earned prior to that time. Dissette v. Lawrence Pub. Co., 9 C. C.n. s. 118; 19 C. D. 168 (1906). Zinn v. Baxter, 65 0. S. 341, 366 (1901). Where dividends have been declared by the directors and carried to the credit of the stockholder on the corporate books, the transferrer, and not the transferee, is entitled thereto, City of Ohio v. Cleveland, ete., R. Co., 6 O. S. 489 (1856), But where the dividends have not been declared, although earned, prior to the transfer, the transferrer has no interest in them. See =e aha v. Lawrence Pbg. Co., 9 G. CG. n. s. 118; 19 CG. D. 168 (1906). ; 1165 GENERAL, CORPORATION LAW. G.C. § 8724 Where -a creditor garnishees the interest of a stockholder ina cor: poration unpaid dividends follow the stock. Norton v. Norton, 43 O. 8. 509 (1885). Application of dividends to payment of debt due from stockholder. Where a stockholder is indebted to the corporation, on a subscription to its stock, or on a valid assessment on his stock, the corporation may credit the _ dividends on such indebtedness. Rhodes v. Equitable, etc., Co., 3 C. C. 501; 2 C. D. 288 (1888); aff'd, 27 W. L.- B: 160. A subscriber to stock is entitled to credit for the dividends declared ‘thereon. Iron Railroad ‘Co. v. Fink, 41 0. S. 321, 326, 327 (1884). The corporation may reserve a lien on dividends, by express stipula- tion in the certificate of stock. § 8673-15. Bellevue Bank v.. Higbee,’4C. C. 222; 22 C. D. 512 (1889); aff’d, 28 W. L. B. 336. Sale of stock to be paid for out of dividends. See note to § 8682. Stewart, v. Herron, 77 O. S. 130. é *, White v. Cooper, 7 C. C. n. 8. 114; 17 C.D, 703; aff’d, no rep.,°72)0. S..615, 691. Stock dividends. When surplus profits exist they may be applied _ toward the payment of increased stock or unissued stock, and distributed among the stockholders as a stock dividend. State v. Insurance Co., 13 ©. C. nv s. 49; 22 C. D. 262 (1910); aff’d, 84 0. S. 459. See 7 O. L. R. 352 (article by Frank M. Coppock). Stearns v. Hibben, etc., Co., 11 C. C. n. s. 553 (1909). Railway Co. v. Furnace Co., 49 O..S. 102 (1892). A stock dividend, like a cash dividend, may be declared only when surplus profits exist. Where a stock dividend was declared at a time when there were no surplus profits, the stockholders who accepted the certifi- cates may be compelled by creditors to pay for such stock. Handley v. Stutz, 139 U. S. 417 (1891). See note to § 8674. Who are liable. An offer by stockholders to return the stock is too late after insol- vency of the corporation and a suit begun to enforce liability. First N. B. v. Patton Co., 13 C. C. n. s. 289 (1910). Stock dividends as capital or income. Whether stock dividends are capital or income, as between a life tenant and remainderman, was discussed but no fixed rule adopted in Wilberding v. Miller, 90 O. S. 28, 44 (1914). See Worthington v. McAlpin, 18 N. P. n. s. 436 (1915); Raymond v. Perkins, 23 C. CG. n. s. 385; Bank v. Clark, 7 Ohio cae 6, 28 O. C. A. 1; motion to certify record overruled, 61 Bull. 91. , Under thé federal income tax law stock dividends are merely addi- tional evidence of the stockholders intrest and not taxable income. ees v. Eisner, 245 U. S. 418 (1918); Hisner v. Macomber, 252 U. S. 189. Scrip certificates. The issuing to stockholders. of scrip certificates, redeemable in the future in the stock of the corporation, is not the de- ‘claring of a dividend, nor a promise to pay money. It is merely a promise ‘to make a future stock dividend. } Adams vy. Shields, 17 C. C..129;.9 C. D. 558 (1898); aff'd, no rep., 61 O. S. 643. G. C. § 8724 OHIO PRIVATE CORPORATIONS. 1166 Actions to recover dividends. Action is at law. Larwill v. Burke, 19 C. C. 450, 513 (1900). Moore v. Lima N. B., 8 C. C. 287, 297; 4 C. D. 529 (1894). Before the enactment of the uniform transfer act (§ 8673-1 et seq.) it was held that an equitable owner of stock might sue for dividends. Larwill v. Burke, 19 C. C. 449, 513; 10 C. D. 579, 605 (1900). Conant v. Seneca County Bank, 1 O. 8. 298 (1853). Demand before suit and statute of limitations. A demand must be made on the corporation for the dividend before suit. Stearns v. Hibben, ete., Co., 11 C. C. n. s. 553 (1908). Larwill v. Burke, 19 C. C. 449, 513, 526, 532; 10 C. D. 579, 605 (1900). An action to recover a dividend is barred in six years from the time when it is due and payable. Stearns v. Hibben, etc., Co., 11 C. C. n. s. 553, 560; 21 C. D. 270 (1908). Where no time is fixed by the directors for payment, a dividend is due and payable within a reasonable time. S Mitchell v. Bookwalter Wheel Co., 4 N. P. n. s. 609; 17 L. D. 483 (C. P. 1905); aff'd, 75 O. 8. 639. Although a demand is necessary before bringing an action to recover dividends, failure to make such demand does not suspend the operation of the statute of limitations. Stearns v. Hibben, etc., Co., 11-C. C. n..s. 553, 560; 21 C. D. 270 (1908). Except under circumstances where the dividends are held under a continuing trust. Pheri bog) Burke, 19 C. C. 449, 513, 526, 532; 10 C. D. 579, 605 Officers not liable. When declared by the directors, a dividend be- — comes the debt of the corporation. The officers of the corporation are not personally liable therefor. ; Snodgrass v. Morrison, etc., Co., 4 O. L. R. 622; 17 L. D. 497 (Super. — Ct. Cin. 1907). Evidence. Where the minutes are silent as to the declaration of a dividend, action of the directors may be shown by parol. Kramer Vv. Foundry Co., 23 N. P. n. s. 81 (1918). Unanimous consent by stockholders to an informal division of — profits, other than prp rata, may ‘estop the corporation from setting up informalities, or the inequality of the distribution as a defense against a dss of the dividend. Kramer y. Foundry Co., 23 N. P. n. 8. _ Miscellaneous. A bequest of dividends, without limitation as to — time or other qualification, is a bequest of the stock itself. Collier v. Collier, 3 O. S. 369 (1854). _ _ A by-law of an incorporated co-operative sales company, making the right to certain dividends dependent on the stockholder marketing his entire product through the corporation, has been held valid. Kroger, ete., Co. v. Butchers Hide Ass., 8 N. P. n. s. 222 (C. P. 1909). Upon attaining their majority the daughters of R, who was their guardian and held stock inherited by them from their mother, appeared in probate court, receipted for balances shown to be due them on account of dividends collected, and in writing asked that the accounts of their father — 1167 GENERAL CORPORATION LAW. G. C. § 8728 as guardian be approved. For some years thereafter they permitted him to draw and use the dividends, and, then by a written agreement au- thorized him to draw and use the dividends during his life. After an. other long interval suits were filed by the daughters for a rescission of _ the agreement and for a judgment for the dividends drawn. Held, the action was not maintainable. Lamkin v. Robinson, 15 C. C. n. s. 126; 34 C. D. 91; aff’d, no rep., 88 O. S. 603; reversing 10 N. P. n. s. 1; 21 L. D. 13. Section 8725. (Unpaid interest not profits.) In calcu- lating its profits, prior to a dividend, interest then unpaid, although due, on debts owing to it, shall not be included. (R. S. Sec. 3269-2; April 11, 1888, 85 v. 182, § 2.) Section 8726. (How profits ascertained.) In order to ascertain the surplus profits from which a dividend may be made, in the account of profit and loss there shall be charged _ and deducted from the actual profits— 1. All ordinary and extraordinary expenses, paid or in- curred, in managing the affairs and transacting the business of the corporation. 2. Interest paid, or then due or accrued, on debts it owes. 3. All losses of the corporation. In computing its losses, debts owing to it which have been due without pros- ecution, or interest paid thereon, for more than one year, or upon which judgment was recovered, but has been more than two years unsatisfied, and on which also for that period, no interest was paid, shall be included. (April 10, 1889, 86 v. 228, §3; April 11, 1888, 85 v. 182, 183.) The profits need not have been earned during the current year. If undivided profits have been accumulated and carried over, a dividend may be declared therefrom, although no profits were earned during the current year. Mente v. Groff, 10 N. P. n. s. 148, 157 (C. P. 1910). Section 8727. (What advertisements prohibited.) No such corporation shall advertise a larger amount of capital stock than actually has been subscribed and paid in, nor advertise a greater dividend than actually has been earned and credited or paid to its stockholders or members. (R. S. See. 3269-4; April 10, 1889, 86 v. 228; April 11, 1888, 85 v. 182, 183.) : Issuing fraudulent prospectus of financial condition, penalty, see § 13175. Section 8728. (Liability for violation.) Every director of such a corporation, who violates or is concerned in violat- mg any provision of the next four preceding sections shall G. C. § 8728-1 OHIO PRIVATE. CORPORATIONS. 1168 be personally liable to its creditors and stockholders for any loss which thereby they respectively sustain. (R. 8. See. 3269-4; April 11, 1888, 85 v:. 183, § 4.) See notes to § 8660. Wrongful payment of dividends. See Excelsior Water, ete., Co. v. Pierce, 90 Cal. 131 (1891). Braun v. Riggle, 7 Ky. Law. Rep. 519 (1886). Cornell v. Seddinger, 237 Pa. St. 389. Where directors of a corporation caused a notice to be, published. that they and the stockholders were personally responsible for the debts of the company, when the charter did not make them so responsible, a creditor of the corporation who extended credit to it on the faith of such notice may maintain an action against the directors for deceit. Westervelt v. Demorest, 46 N. J. Law, 37 (1884). See Cross v. Sackett, 16 How. Pr. (N. Y.) 62 (1858). Cazeaux v. Mali, 25 Barb. (N. Y.) (1857). Morse v. Swits, 19 How. Pr. (N. Y.) 275 (1859). Salmon y. Richardson, 30 Comn. 360 (1862). Fenn v. Curtis, 23 Hun 384 (1881). Dividends illegally paid by directors may, in an action by stockholders » for mismanagement, be deducted from the stockholders’ losses and may be adjudicated in the action. Glass v. Courtright, 14 N. P. n. s. 273; 23 L. D. 253 (C. P. 1913). COMMON STOCK WITHOUT PAR VALUE, Section 8728-1. (Corporations may issue shares of com- mon stock wihtout nominal value; exceptions. Statements required in articles. Filing fee. What each certificate should show. Opening books of subscription; sale of shares; pay- ment of dividends in stock or cash.) -The articles of incor- poration of any corporation for profit under the laws of this State, except banking, safe deposit, trust and insurance com- panies, may provide for the issuance of shares of common stock without any nominal or par value, by stating in such articles: (a) The total number of authorized shares whieh may be issued by the corporation, and the elasses, if any, into which such shares are divided, the number of shares of each class and, if any such shares be preferred stock, the terms and provisions thereof and the amount of each share thereof, which shall be five dollars or some multiple of five dollars, but not more than one hundred dollars. (b) The amount of common eapital with which the cor- poration will begin to carry on business, which shall not be less than $500.00. Such statements in the articles of. incorporation shall be in leu of any statements required by law to be stated in the articles of incorporation as to the amount. of capital - ai 1169 GENERAL CORPORATION LAW. . G. C. § 8728-1 stock,.and the number of shares into which the same shall be divided, and the par value of such shares. . ' The secretary of state shall charge and collect for filing such. articles of incorporation a fee of five cents on each share of common stock authorized in the articles to be issued without any nominal or par value, and in addition thereto a fee of one-tenth of. one per cent of the par value of the . preferred stock authorized in the articles, but in no’ ease shall the aggregate amount to be paid to the secretary of state be less than $25.00 and upon any increase of author-— ized. capital. stock, either common or preferred,or both, such fees shall be charged and collected by the secretary of state. At no time shall the number of shares of preferred stock outstanding be more than two-thirds of the total number of shares, common and preferred, outstanding. Hach share of common stock, without nominal or. par value, shall be equal to every other share of.such stock, ex- cept that the articles of incorporation may provide that such stock shall be divided into different classes, with such designation and voting powers or restrictions or qualifica- tions thereof as shall be stated therein, but all such stock shall. be subject to the preference given to the preferred stock, if any, authorized to be issued.’ Every certificate for such shares without nominal or par value shall have plainly written or printed upon its face the number of such shares ‘which it represents and the number of such shares which the corporation is authorized to issue, and no such certifi- cate shall.express any nominal or par value of such shares. Such corporation may receive subscription for, and is- sue and sell its preferred shares, as authorized by law. At the time of opening books of subscription to the capital stock, as required by law, subscriptions may be received for the common shares, without nominal or par value, for such consideration as may be decided upon by a majority of the ineorporators at the time of ordering books to be opened for subscription; thereafter, subject to the provi- sions of section 8699, the corporation may issue and _ sell its said’ common shares, from time to time, for such con- sideration as shall be the fair value of such shares, as fixed by its board of directors, or for such consideration as shall be consented to in writing by the holders of all the outstanding shares of common stock, or for ‘such consider- ation as shall be fixed by the vote of a majority in number of the outstanding common shares at a meeting called for that purpose in such manner ag shall be preseribed by the code of regulations. Nothing herein shall prevent a cor- G. C. § 8728-2 OHIO PRIVATE CORPORATIONS. 1170 poration from paying dividends, subject to the limitations of this act, payable in common stock of the company at a price fixed by the board of directors instead of in cash or property. Any and all shares issued as permitted by this section shall be deemed fully paid and non-assessible and the holder of such shares shall not be liable to the ecorpora- tion or to its creditors in respect thereof. (110 v. 114; 109 v. 273; 108 (Pt. 2) v. 1287; 108 (Pt. 1) v. 507.) The no-par-value stock act is contained in sections 8728-1 to 8728-11 inclusive. Under this act a corporation may, but is not required to, provide for preferred stock. Opins. Atty. Gen. 1919, p. 1085. Section 8728-2. (When corporation may begin business. Rights of creditors and others; limitation of actions. Pay- ment of dividends. When preferred stock may be redeemed. Not subject to certain limitations on borrowing capacity.) When not less than five persons have subscribed for at least one share each of the capital stock, and paid ten per cent on each share subscribed for, the incorporators or a majority of them shall in lieu of the provisions of section 8633 at once so certify in writing to the secretary of state. As soon as such certificate is filed, the signers thereto and the stock- holders shall proceed as provided in sections 8635 and 8636. No corporation formed pursuant to this act shall begin to carry on business or shall incur any debts until the’ amount of common capital stated in its articles of incorpora- tion, shall have been fully paid to the corporation in money or in property taken at its actual value; and a certificate to that effect signed and acknowledged by at least a majority of the directors, before an officer authorized to administer oaths, shall be filed with the secretary of state, who shall charge and collect therefor a fee of $5.00. The rights of creditors and persons dealing with such corporation, without knowledge of the failure of the corporation to have complied with the foregoing provisions, shall not be affected thereby, but the directors of the corporation assenting to the creation of any debt in violation of this action shall be liable jointly and severally for such debt; but no action shall be brought under the foregoing provisions of this section unless, within one year after the debt shall have been incurred, the creditor shall have served upon the assenting director or directors written notice of intention to hold him or them personally liable for such debts. Any director who, because of any such liability under this section, shall pay any debt of the corpora- tion, shall be subrogated to all rights of the creditor in re- sie bg GENERAL CORPORATION LAW. G. C. § 8728-4 spect thereof against the corporation and its property, and also shall be entitled to contribution from all other directors of the corporation similarly liable for the same debt, and the personal representative of any such director who shall have died before making such contribution. No such corporation shall declare or pay any dividends except from surplus profits arising from its business. In case any dividend shall be declared or paid in violation hereof, the directors in whose administration the same shall have been declared or paid, except those who may have caused their dissent therefrom to be entered upon the minutes of such directors at the time, or who were not present when such action was taken shall be liable jointly and severally to such corporation or a creditor thereof, to the full amount of any loss sustained by such corpora- tion or creditors respectively by reason of such dividend. The preferred stock, if any be issued, shall not be redeemed by the corporation if thereby the property and assets of the corporation will be reduced below the amount stated in the articles of incorporation or any amendment thereof, as the common capital with which the corpora- tion will begin to carry on business; nor shall such preferred stock be redeemed, if thereby the property and assets of the corporation will be reduced below the amount of its outstanding debts and liabilities. Corporations formed or reorganized pursuant to this act shall not be subject to the limitations on borrowing capacity provided for by section 8705. (109 v. 275; 108 (Pt. 2) v. 1289; 108 (Pt. 1) v. 508.) Section 8728-3. (How par value of shares shall be stated.) In any case in which the law requires that the par value of the shares of stock of a corporation be stated in any cer- tificate or paper, it shall be stated in respect to shares with- out par value that such shares are without par value, and wherever the amount of stock authorized or issued is re- quired to be stated, the number of shares authorized or is- sued shall be stated, and it shall also be stated that such shares are without par value. (108 (Pt. 2) v. 1290; 108 CP trl) ¥510:) Section 8728-4. (Increase or reduction of stock; fee. When and how amendment can be made.) Any corporation formed or re-organized so as to have common stock without par value may increase the amount of its stated common capital, or may reduce the same to not less than five hun- G. C: § 8728-5 OHIO PRIVATE CORPORATIONS. 1172 dred dollars, or may reduce:the number’ of: its authorized common shares, or may provide for preferred stock, or may amend its articles of incorporation, or certificate. of reorgan- ization so as to accomplish any of the purposes authorized. by section 8719 that are not imeonsistent with any of the other provisions of this act, in the manner and in accordance with sections 8719 .and~-8723, inclusive, of the General Code, or may reduce the number of its authorized preferred shares as provided in section 8700 of the General Code and a charge of five dollars shall be made for such amendment - or reduction. The -secretary of state shall charge and collect for filing a certificate: of amendment changing un- issued common stock to preferred stock, a fee of one-tenth of one per cent of the par value of said preferred. stock, less the fees theretofore paid upon the shares of common stock so changed, but not less than five dollars to be charged in any such case, and for filing every other certificate of amendment the fees provided by law for filing certificates of amendments. | | Corporations formed or. re-organized pursuant to this act may increase the total number of authorized shares in. the pene provided by sections 8698 and 8699 of the General ode. fo An amendment cannot be made under this section un- less as so amended the articles of ineorporation. could law- fully have been originally filed under this act. In ease of a reduction of the amount. of common capital of a corpo- ration, a certificate setting forth the whole amount of. the ascertained debts and liabilities of the corporation shall. be made, signed and verified by the president or vice president, and by the secretary or treasurer of: the corporation, and filed with the certificate of amendment; and such. certificate of debts and. liabilities. shall have endorsed. thereon the certificate of the commissioner of ‘securities that he has re- ceived satisfactory. proof that. the reduced amount of capital 1s sufficient for the proper purpose. of the corporation and that said corporation has tangible assets equal to or in. ex- cess of its ascertained debts and liabilities and the amount ~ of said common capital as reduced, and also the. par value of its preferred stock, if any, then outstanding. (109 v. 276; 108 (Pt. 2) v. 1290; 108 (Pt. 1). we ,ouue Section 8728-5. (Certificate of reorganization; statements required.) Any corporation for profit ‘heretofore or here- after organized under the general incorporation laws of this state, other than corporations belonging to one of the "toqX swim 1173 GENERAL ‘CORPORATION: LAW. G.C.i$ 8728-5 classes specifically excepted by. section. 8728-1, may be -reor- ganized so that’ such ‘corporation, its officers, directors and stockholders, shall acquire and. enjoy: all-the rights, priv- ileges, powers and exemptions, and» become subject to all of the labilities and obligations: imposed by this act, upon the: filing and recording in the office of the secretary of state, a certificate of reorganization of the company, pursuant to this ‘act; stating: |) ©: 2 4 First: The name under which the corporation ‘was orig: inally organized, apd if it has been» changed, the present corporate title. xis be ya Second: The ‘date of its articles of incorporation, and all amendments: thereof, and volume and page -wherein. re- corded in the office of the secretary of state. ; Third: The place where it is located or its principle business transacted. . Fourth: The amount of its capital stock, and the num- ber of shares into which it has been divided, and, if classi- fied, the number and) par value of the shares included in each class, and the terms and provisions of the preferred stock, if any. Fifth: The number of shares of each class issued and outstanding. Sixth: The number of shares that may henceforth be issued by the corporation, which may be either less than, or equal to, or in excess of the number of shares into which the capital stock was previously divided, and all of the mat- ters and things required to be stated-in an original certifi- cate of incorporation by subdivision “‘a’’ of section 8728-1. Seventh: The amount of common capital with which the reorganized corporation will begin to carry on business, which shall be in»all respects as: required by subdivision ‘“‘b’? of section 8728-1. THOS : Highth: The terms upon which new shares of the re- organized corporation shall be issued in place of such of the outstanding shares of stock as are changed or affected by the provisions of the certificate of reorganization. Ninth: It may also, if desired, prescribe the minimum consideration for which the reorganized corporation may issue and sell its authorized common shares. If such con- sideration be not so prescribed, said common shares shall be disposed of as provided by section 8728-1. * Nothing shall be included in such certificate other than as authorized by this section, and it shall be either: (a) Signed by every stockholder of record of the cor- poration, having voting power, or his duly authorized proxy, G. C. § 8728-6 OHIO PRIVATE CORPORATIONS. 1174 and shall have annexed an affidavit of the secretary of the company to the effect the persons who have executed the certificate, in person or by proxy, constitute the holders of record of all the shares of stock of the corporation, issued and outstanding, entitled to vote, or: (b) Signed by the president or a vice-president and the secretary or treasurer of the corporation, who shall make and annex an affidavit stating that they have been authorized and directed to execute and file the certificate by the votes, cast in person or by proxy, of, the holders of ree- ord of two-thirds or more of each class of the outstanding shares of stock entitled to vote at a meeting called and held upon written notice mailed to each stockholder of record, entitled to vote, at least two weeks before the date set for the meeting, and published once a week for at least two successive weeks in a newspaper published and of general circulation in the county wherein the principal office of the corporation is located; and that such notice did expressly state the purpose of the meeting to be that of reorganizing the corporation pursuant to this act, so as to permit the issuance of shares without par value, and did state the terms upon which the outstanding shares of stock were to be exchanged for the new shares; provided, however, that if it is proposed in the certificate of reorganization to change the terms or provisions, or to increase the number of shares, or the par value of shares of any elass of stock which is denied full voting power, or of any class of stock senior thereto, then such stock shall, for the purposes of this sec- ayer voting power. (108 (Pt. 2) v. 1291; 108 (Pt. 1) v. é Section 8728-6. (When affidavit as to debts and liabilities required; endorsement of commissioner.) If the amount of common capital, stated in the certificate of re-organization as that with which the re-organized corporation will begin to carry on business, be less than the total amount of the par value of the previously issued and outstanding common eapi- tal stock, there shall be annexed to such certificate an affidavit of the president or vice president and the secretary or treasurer of the corporation, setting forth the whole amount of the ascertained debts and liabilities of the corporation ; and, in such ease, the certificate of reorganization shall have endorsed thereon the approval of the commissioner of securi- ties to the effect that he has received proof satisfactory to him that the amount of common capital stated in the cer- tificate of reorganization as that with which the reorganized 1175 GENERAL CORPORATION LAW. G.C. § 8728-8 corporation will begin to carry on business is sufficient for the proper purposes of the corporation, and that said cor- poration has tangible assets equal to or in excess of its ascertained debts and liabilities and the amount of said common capital as stated in the certificate of reorganization, and also, the par value of its preferred stock, if any, then outstanding, or to be issued in exchange for outstanding stock as provided in said certificate. (109 v. 277; 108 (Pt. 2) v. 1292; 108 (Pt. 1) v. 512.) Section 8728-7. (Statement by president and treasurer before incuring debts; filing fee; rights of creditors.) No corporation reorganized under this act shall incur any debts subsequent to the filing of the certificate of reorganization until it shall have assets of an actual value at least equal to the amount of its common capital stated in its certificate of reorganization as that with which it will begin to carry on business, and shall have first filed with the secretary of State the sworn statement of its president or vice-president and treasurer of such facts, for the filing of which the sec- retary of state shall charge and collect a fee of $5.00. The rights of creditors and persons dealing with such corpora- tion without knowledge of the failure of the corporation to have complied with the foregoing provisions shall not be affected thereby, but the directors of a corporation assent- ing to the creation of a debt in violation of this section shall be jointly and severally liable for such debt in like manner as provided and subject to the conditions and limitations imposed by section 8728-2 of this act. (108 (Pt. 2) v. 1293; B08) (ibe ew 1:5 12.) Section 8728-8. (Liability unaffected by reorganization.) The liability of the corporation, its officers, directors and stockholders for corperate debts contracted or obligations incurred prior to the filing of the certificate of reorganiza- tion pursuant to this act shall be unaffected thereby, but for the purpose of enforcing and recovering upon such claims creditors shall have the same right of recourse against the corporation, or against its officers, directors and stockholders individually that they would have had if the corporation had not been reorganized. Except as provided by this section the new shares issued by the reorganized corporation shall be deemed fully paid and non-assessable and the holder of such shares shall not be hable to the corporation or to its creditors in respect thereof. (108 eP th 1) i 5¥..518.) G. G. § 8728-11 OHIO PRIVATE CORPORATIONS. 1176 Section 8728-9. (Proceedings shall not work a dissolution or create new corporation.) No proceedings taken under section six of this act (G: C. 8728-6) shall be deemed to work a dissolution, or to create a new corporation «or: to interrupt in any way the continuity of existence of the ‘cor- poration affected. (108 (Pt.'1) v.:513:) Section 8728-10. (Fees to be paid secretary of state.) Every corporation reorganized pursuant ‘to this act, and every such reorganized corporation increasing its authorized capital. stock,, shall: pay to: the secretary of. state the same fees provided in section» 8728-1, as therein: computed ;» pro- vided, however, that the secretary of state shall charge and eollect for the filing of the certificate of reorganization re- ferred to in section 8728-5 a fee of not less than $25.00. — - Any corporation which has heretofore been organized or reorganized under the provisions of sections 8728-1 to 8728-12, inclusive, of the General Code; shall be ‘entitled to the bene- fits of this amendatory act upon filing with the secretary of state a certified copy of a resolution adopted by ‘its board of directors signifying its election to avail itself hereof and upon payment of a filing fee of twenty-five dollars. - (108 (Pt. 2) v. 1293; 108. (Pt, 1): v. 518.) ‘ A corporation reorganized under the act is not entitled to credit for fees theretofore paid to the secretary of state. Opins. Atty. Gen. 1919,. p. 1085, The fee payable by a corporation reorganized under the act is five cents for each authorized share. of no-par common stock, whether the shares are new stock, or shares changed from par value to no-par — value. Opins. Atty. Gen. 1919, p.. 1085. _ Section 8728-11. (Amount of fees payable.) The amount — of fees payable under section 5498 by a corporation formed — or re-organized so as to have common stock without par value shall be three-twentieths of one percent upon ‘its sub- scribed or issued” and outstanding preferred stock, plus five cents for each share of eommon stock, without par value, subscribed or issued: and outstanding, but not less than ten — dollars in any ease. , Eels ‘d The amount of fees payable by a foreign corporation having common ‘stock without par value under section 180 shall be the fees therein provided as to the authorized preferred stock, and five cents per share for the authorized common stock without par value, but such fees°shall not be less than fifteen dollars nor more than fifty dollars. The amount of fees payable by such a foreign corporation under section 184 shall be one-tenth of one percent upon the pro- ANNUAL FRANCHISE TAX ON FOREIGN CORPORATIONS UNCONSTITUTIONAL The United States Supreme Court on October 20, 1924, held Sec, 8728-11, General Code of Ohio, to be unconstitutional. Aijr- Way Electric Appliance Corporation v. Day, Treasurer, ...... ee. UsS. 22 2... ., 69 Law Ed =. = Advance Sheets November 1, 1924); reversing 279 Fed. 878. G. C. Sec. 8728-11 imposes an annual franchise tax on foreign corporations based on the number of authorized shares of no- par stock. The reasoning of the decision seems also to affect G. C. Sec. 5502, which imposes an annual franchise tax on foreign corporations (having a par value capital stock) based on the authorized capital stock. It may also affect G. C. Sec. 184, basing the initial franchise tax of a foreign corporation on its authorized capital stock. Action on this subject may be expected from the next session of the Ohio Legislature. a THE W. H. ANDERSON COMPANY Ovember 12, 1924. 1177 GENERAL CORPORATION LAW. G..C. § 8729 portion of authorized preferred stock represented by prop- erty owned and used and business transacted in this state, and five cents per share upon the proportion of the number of shares of authorized common stock, represented by prop- erty owned and used and business transacted in this state, but not less than ten dollars in any case; and the fee pay- able under section 185 by such corporations shall be deter- mined in the same manner, but not less than ten dollars in any case; and under section 5503 shall be three-twentieths of one per cent upon the proportion of the authorized pre- ferred stock represented by property owned and used and business transacted in this state and five cents per share upon the proportion of the number of shares of authorized common stock, represented by property owned and used and business transacted in this state, but not less than ten dollars in any case. (109 v. 277; 108 (Pt. 2) v. 1293; 108 (Pt. 1) v. 513.) The amendment of 109 v. 277 is constitutional. Air-way Corpora- tion v. Archer, 279 Fed. 878 (D. ©. Ohio 1922). The minimum and maximum fee under § 180 applies to the capital stock ax a whole, and not to common and preferred separately, Opins. Atty. Gen. 1920, p. &86. Being a general revenue measure, the amendment of 109 v. 277 became effective May 17, 1921. Air-way Corporation y. Archer, 279 Fed. 878. Fees of foreign corporation under original act. Opins. Atty. Gen. 1919, pp. 1085, 1117. Section 8728-12. (Jurisdiction of commissioner not super- seded; expenses paid by corporation under investigation. ) Nothing in this act shall modify or supersede the jurisdiction of the commissioner of securities over the sale of bonds, stocks and other securities by corporations formed or organ- ized pursuant to this act, under all laws enacted to regulate the sale of bonds, stocks and other securities and to prevent fraud in such sales. Any expenses incurred by the commis- Sioner of securities in the performance of the duties required of him under sections 4 and 6 of this act (G. C. §§ 8728-4, 8728-6), shall be paid by the corporation involved in the Investigation. (108 (Pt. 1) v. 513.) MISCELLANEOUS. Section 8729. (Affidavit as to campaign contributions.) Every corporation for profit doing business in this state, except corporations required by law to file annual report with the auditor of state or the superintendent of insurance, ‘ ; G. C. § 8730-1 OHIO PRIVATE CORPORATIONS. “: Eee annually during the month of May, if it be a domestie cor- poration, and during the month of September, if it be a for- eign corporation, shall file with the secretary of state in such form as he prescribes, an affidavit. subseribed and sworn to by an officer having knowledge of the facts therein set forth, — setting forth that such corporation has not during the pre- — ceding year directly or indirectly paid, used or offered, con- sented or agreed to pay or use, any of its money or property for, or in aid, of any political party, committee or organiza- tion, or for, or in aid of, any candidate for political. office or for nomination for any. such office,,or in any manner used any of its money or property for any political purpose whatever, or for the reimbursement or indemnification. of any person or persons for moneys or property so used. Such forms of, affidavits. as. the seeretary preseribes shall be at- tached to:or made part of the report required to be made of such corporation under the law, requiring corporations to file annual reports with the secretary of state and to pay annual fee therefor... (February 26,1908, 99 v. 28, § 2.) See §§ 5522, 13320. This section does not apply to partisan newspapers. Rep. Atty. Gen. (1908-1909) 76. A corporation may pay for the insertion of an advertisement in the program of a. convention of a political party. Rep. Atty. Gen. (1908-1909) 86. Section 8730. (Affidavit in annual reports to auditor and superintendent of insurance.) Corporations required by law to file annual reports with the auditor of state or the super- intendent of insurance, shall file with such officers similar affidavits in such form as the auditor of state or the super- mtendent of insurance prescribes. The form of affidavit pre- sented by such officer shall be attached to or made a part of the report required to be made of such corporation under — existing laws. The affidavit shall be made at the time when such reports are required to be made. (February 26, 1908, 99 ow9 228; § 2.) Section 8730-1. (Corporations authorized to create and : maintain instrumentalities for public welfare; co-operation of such. Report to secretary of state.) That any corpora-— tion organized under the laws of this state may co-operate with other corporations and with natural persons in the creation and maintenance of community funds or of chari- table, philanthropic or benevolent instrumentalities conducive to public welfare, and its directors or trustees may appro- priate and expend for sich purposés such sum or sums a8 4 1179 GENERAL CORPORATION LAW. G. C. § 8731 they may deem expedient and as, in their judgment, will contribute to the protection of the corporate interests, pro- vided that whenever the expenditures for such purposes in any calendar year shall in the aggregate amount to one per centum on the eapital stock outstanding, then, before any further expenditure is made during such year for such pur- poses by the corporation, ten days’ notice shall be given to the stockholders in such manner as the directors or trustees may direct of the intention to make such further expendi- ture, specifying the amount thereof, and if written objection be made by stockholders holding twenty-five per centum or more of the stock of the corporation, such further expendi- ture shall not be made until it shall have been authorized at a stockholders’ meeting. All such corporations making appropriations and _ ex- penditures under the provisions of this act shall report an- nually to the secretary of state the sums so appropriated or expended and the name or names of the community funds or philanthropic, charitable or benevolent instrumentalities in whose behalf such sums are appropriated or expended. (108 (Pt. 2) v. 1245.) Except as authorized by this section, donations for publie and charitable purposes are ultra vires, and officers who make the same may be liable for the amount thereof. But if the primary object is to promote the corporate purposes, either directly or indirectly, a contribution or donation may be within the corporate powers. Such donations should be authorized by the directors. Opins. Atty. Gen. - 1915, p. 1492. Section 8731. (By what laws corporations shall be gov- erned.) Corporations created before the adoption of the present constitution, which have not, by election or some other act, come to be governed by laws since passed, shall be governed and controlled by the laws then in force, and the valid modifications thereof since or herein enacted. Other corporations now existing or hereafter created shall be governed and controlled by the provisions of this title. (R. S. See. 3232; R. S. 1880.) A general law of the state will affect companies incorporated under Special acts, as to which there was a reserved power of amendment or repeal. : State v. Cincinnati Gas, ete., Co., 18 O. S. 262. Although the special charter is not subject to amendment or repeal, the corporation is subject to general police regulation and control. State v. Columbus, ete., Co., 34 O. S. 572 (1878). State v. Eagle Ins. Co., 50 O. S. 252 (1893). Gas companies incorporated under special charters are subject to § 3982 authorizing municipalities to regulate the price of gas, where the right to fix their own rates is not expressly granted in the charters. G. C. § 8732 OHIO PRIVATE CORPORATIONS. 1180 Zanesville v. Gas Light Co., 47 O. S. 1, 35 (1889). ; A corporation organized under a special act, for a certain specified time, may be treated as a corporation where it continues to exercise its corporate powers after the expiration of the time for which it was char- tered. Myers v. Lucas, 16 C. C. 545; 8 C. D. 431 (1898); reversed on other grounds, 63 O. 8. 101. ans The Association of the Tobacco Trade of Cincinnati, a corporation formed under the act of April 3, 1866 (S. & S. 182), since the repeal of that act, is under this section governed by the provisions of title IX of the General Code. State v. Casey, 38 O. S. 555 (1883). Railroad companies organized under the act of 1848, before the adop- tion of the present constitution, and which have not relinquished their right to be governed by said act, are not bound by later acts reducing the rates of freight. Tron R. R. Co. v. Lawrence Furnace Co., 29 O. S. 208 (1876). Section 8732. (What corporations may accept the pro- visions of this title.) A corporation created before the adoption of the present constitution, and now actually doing business, may accept any of the provisions of this title. When a certified copy of such acceptance is filed with the Secretary of state, so much of its charter as is inconsistent with the provisions of this title ig hereby repealed. (R. S. Sec. 3233; May 1, 1852, 50 v. 274, §71: 8. & C. 309.) A certificate of acceptance is merely evidence of the fact of accept- ance, and is not indispensable. Acceptance may be implied from the use of privileges granted by the present law. ~~ 7 f i . ‘ad An MA A i, CLUS. A J * aaa THE LAW OF PRIVATE CORPORATIONS IN OHIO TOGETHER WITH DECISIONS, COMMENTARIES, FORMS AND. PRECEDENTS BY HOWARD A. COUSE OF THE CLEVELAND BAR AUTHOR OF THE OHIO FORM BOOK SECOND EDITION VOLUME II. TWO-VOLUMES-IN-ONE EDITION CINCINNATI THE W. H. ANDERSON CO. 1924 ~),< pie. r ! : ry rem f = ; 4 r a | g : rf '¥ & cy . 8 é \ ~ ; ‘ . t f . | - 4 ‘ ; e: 4 ' F 4a p : % 4. $ - Attia) _ CopyricHt, 1918, THE W. H. ANDERSON COMPANY. 17 re & if a 4.7 *® : 7a 4 COPYRIGHT, 1924, } BY ; ) HUBTUA 2 THE W. H. ANDERSON COMPANY. C7 Fae TABLE OF CONTENTS VOLUME I PART PAGE I. Organization and management of private corporations FOTOU OI hrtiace Seerecnicss SRR Aer. gee etl Se ne a tg il Spee POM ce ib, MEARE hh oe, ie lg geek bc 102 III. Constitution of Ohio. Provisions affecting corporations.. 397 IV. Miscellaneous statutory provisions................... 403 Neves UO OLS UNCOPROFATIONS 3. out. Wun tucvdic eo oes ss wdc cee, 408 View Raislie utilities eammissionivinent...5...+... ss. ee. 431 VIT_ superintendent oftinsurance)... =... eo ee 552 VIN ay EVEN SSW 0 i 2 E01 gee Sc so re 595 re iar COMIIAISC He ee te Se hey on if 690 Deu VOmeteny AssOMlAlONSiign: .. wa'iodser asec ds keds 696 XI. Miscellaneous provisions of the municipal code relating to private corporations, railroads, street railways, gas, water and electric light companies, etc.............. 699 XII. Taxation of corporations and stock................... vial XIII. Regulation of sale of securities. (Blue Sey awe) aot,” 854 BEY RP IBIS ors ay, NBO ee Oe 874 XV. Miscellaneous statutory provisions relating to carriers.. 886 weve. General corporation law 2... gueqs:ae tee, Ve oo 913 VOLUME II XVII. Railroads and street. railways... .. 5.000 eee cee ee coc. 1187 XVIII. Public service corporations other than railroads. . Soe fe ns ik Gedneurence Companies ...0. 0 8.. 01 tues. cs ee 1605 “XX. Building and loan associations....................... 1921 XXI. Title companies, collateral loan companies, and miscel- laneous statutory provisions relating to banks....... 1949 XXII. Corporations not for profit. Special provisions......., 1956 XXIII. Miscellaneous provisions relating to certain corporations. 2061 XXIV. Justice of the peace code provisions.................. 2109 XXV. . Appropriation of ETD 1 3 1 hy Ree 3 ea eee PO 2115 XXVI. Code of civil procedure provisions: eens Mens 6 oh. te 2158 MoV. Penalicode provisions... ... 402%. /edir.ctdeboce 2228 XXVIII. Federal statutes affecting corporations........°. 0. .¢c.. 2256 4 ee i i SM Pt el ; : fon? t - 15 » re 4 2 ‘y y I PT aD ery ff § ‘ a >} wth don : : i wt . + 7 er F rs ys \ if - { : Lik TOO 5) (t v ey - « : spe Mi A - : mis : TRhoo pve ‘ i% is Fy Bl 7 P rite t 1 FOC. SIOWRTOCL mt VOTO e@uvosns! : { giant idoTaqgA rubesotd livis to sbead yy 7 te — + f > 7 i] 1@ t3OTS . r > « ‘ f2iveta sboeo immed iroo fe estiteda istabot OHIO PRIVATE CORPORATIONS § 8744. § 8745. § 8746. EG § 8749. § 8750. wae § 8753. § 8754. § 8755. § 8756. § 8757. § 8758. § 8759. § 8760. § 8761. PART XVI. RAILROADS. CHAPTER 1. Special Powers. CHAPTER 2. Tracks and Crossings. CHAPTER 3. Drainage and Fences. CuapterR 4. Trains and Equipment. CuapTeR 5. Fare and Freight. CHAPTER 6. Employees. CHAPTER 7. Consolidation. CHAPTER 8. Sales and Receivers. CHAPTER 9. Reorganization. CHAPTER 10. Street and Interurban. CHAPTER 11. Policemen. CHAPTER 1. : SPECIAL POWERS. Office of company in state. § 8762. When conveyance to com- pany void. § 8763. Elevated track; use of Construction. public way. § 8764. Appropriation of property May build and operate rail- for elevsted track. road. § 8765. Limitation as to action for Terminus on state line or damages boundary. § 8766. Longitudinal occupancy of Change of line or termini. way unlawful. Change to be certified to § 8767. Appropriation of ease- secretary of state. ment. Mortgage on line so § 8768. Submissicn of plans. to changed. council. When and how route may § 8769. Control by public authori- be changed. ties. Damages for diversion. § 8770. Piers or other supports in Limitations on actions for a public way. damages. § 8771. Submission of question to Change of location or electors. grade. § 8772. Extension of line, how au- Appropriation of land to thorized, make such change. § 8773. Diversion of road or Damages by change after stream. completion. § 8774. Construction of bridges; Extension of road _ into use as tojJl bridges. other states. § 8775. Bridging of canals or nav- Construction of branch igable rivers. road. § 8776. Height of bridges over Electricity as motive canals. power. § 8777. Certain established bridges Appropriation of land: en- not affected. try upon for examination § 8778. Enforcement of preceding and survey. section. Compensation for property § 8779. When companies must use appropriated. same bridge. Company may acquire § 8780. Appropriation of use of lands. 1187 joint bridge. G. C. § 8744 OHIO PRIVATE CORPORATIONS. 1188 Directors and Officers. § 8804. Form and disposition of . such securities. F § 8805. Articles of incorporation § 8781. Create Ot easter books may provide for division ~ ; irae es : and classification of capi- aan eee aes of a_ vice-presi eateatnee. 8783. Election of a treasurer. e ores. Number of directors may Connecting Lines. -' po sanarepsed On Almins 4. § e806: Subscription to ~ aid an- ' ; ee other company. Pe eRe eL ys Vinge Bee tres: § 8807. Lease or purchase of an-~ meeting. § 8808 Fee eager a 8786. Classification of directors. : ompanies not competing 8 e739. Rights of creditors in elec- may acess beneficial ar- tion of directors: 8809 teas Ss. ithold f § 8788. Personal liability of direc- § - Vote of stockholders o tors § 8810 noe Pring fore We jose “is oi : issenting stockholdermay peiet SE ee “ta a aaa sell stock; procedure. : § 8790. Acts of ineligible persons § 8811. When court may appointar- ie ; bitrators. $8791. When divest maj isn? 7-4 88t2. "Notice Of abpliddiion theres ; : a for. eR sca AS ie She iaogen § 8813. ees, ae railroad; security : i required. § 8792. Conditional subscriptions. § 8814. Lessor and lessee jointly able. Borrowing Money. Increase of Capital Stock. bees Mortgage bonds. 8794. Aggregate indebtedness § 8815. Purposes for which stock shall not exceed capital may be increased: stock. § 8816. Proceedings to increase § 8795. How mortgage or pledge capital stock. made. § 8817. Common or preferred stock § 8796. Where mortgage recorded. may be issued; sale there- § 8797. Disposition of securities of. : by directors. § 8818. Certificate to secretary of § 8798. Securities sold to direc- state. tors, when void. § 8799. Narrow-gauge railroad may Miscellaneous. issue second mortgage : bonds. § 8819. Dissolution of certain com- § 8800. How bonds and mortgage panies. authorized. § 8820. Owner of land leased for § 8801. When company may. bor- right of way not to be row money. taxed therefor. : § 8802. Bonds in excess of capital, § 8821. Taxation of land used as when lawful. right of way. § 8803. Bonds of consolidated §8822. Lease of right of way to railroad. be recorded. , ’ Section 8744. (Office of company in state.) As soon as convenient after its organization, each railway company shall establish a principal or general office at some point on the line of its road, or the line of a road within this state with which it connects or has running arrangements, but its loca- tion may be changed at pleasure. The company shall give notice of the establishment or change of such office in some — newspaper published on its line in this state. The offices of — its president, secretary and treasurer shall be at stich gen- eral office, or some other point on its line of road in this state, and a record there kept of all the company’s pro-— ceedings, to be open at reasonable hours for the inspection — of any stockholder. (R. S. See. 3311; April 9, 1880, 77 v._ 153; R. S. 1880; May 1, 1852, 50 v. 274, § 17.) : * 1189 RAILROADS. ° G. C. § 8745 A mining company having built a railroad under § 10141 may change the office of its railroad under this section, but not its principal office, which can only be changed under § 8719. State v. Coal Co., 4. N. P. 115; 6 L. D. 178 (C. P. 1897). Snow Fork, ete., Co. v. Railroad Co., 7 N. P. 191; 6 L. D. 178 (C. P. 1897). Forfeiture of franchise for failure to maintain office. See Simmons v. Norfolk, etc., Co., 113 N. ©. 147 (1893). State v. Milwaukee, etc., R. R. Co., 45 Wis. 579 (1878). People v. Kingston Co., 23 Wend. (N. Y.) 193 (1840). State v. South Pac. Co., 24 Tex. 80 (1859). » CONSTRUCTION. Section 8745. Any railroad company may maintain and operate, or construct, maintain and operate a railroad, with such main tracks, not exceeding six and such side tracks, turnouts, offices, depots, round-houses, machine shops, water tanks, telegraph lines, and other necessary appliances, as it deems necessary, between the points named in its articles of incorporation, commencing at or within, and extending to or into any city, village, or place named as a terminus of its road. (May 10, 1910, 101 v. 323; April 7, 1908, 99 v. 71; R. S. See. 3270; April 29, 1872, 69 v. 203, § 4.) Articles of incorporation. See note to § 8625. Nature of railroad companies. Private or public’ corporations. Railroad companies are not private corporations in the strict sense of the ordinary business corporation, because they are charged with duties of a public nature which distinguish them from the purely and strictly private corporation, but in many respects they are private corporations in all that the term implies. They can not be treated as public corporations, such as cities, counties, townships, etc. Their foundation is private. They are organized for gain, and their strictly private rights are as much pond legislative control as are the rights of the purely private corpora- ion. Mannington v. Railway Co., 8 0. L. R. 451, 479; 183 Fed. 133; 16 0. F. D. 552)(C. C. 1910). Where a railroad company organized under the laws of Ohio, with authority to exercise the sovereign power of the state, has constructed and operated as a common earrier a line of railroad, portions of which are along and across public highways or other railroads, such. rail- toad becomes impressed with a public interest. A purchaser thereof, either at judicial sale or otherwise, has no right to operate it for his own private purpose or the purposes of those with whom he may pri- vately contract, to the exclusion of the public.’ State v. Black Dia- foe0). 97 O. S. 24 (1917); Railroad v. Commission, 101 O. S. 29 And where the railroad of such a company is leased to another company organized as a common carrier, it is the duty of the lessee to furnish reasonably adequate shipping facilities without discrimina- tion. Barlotti v. Commission, 103 O. 8. 647 (1921). G. C. § 8745 OHIO PRIVATE CORPORATIONS. 1190 The franchises, rights and privileges of a railroad company are granted because of the public nature of the business carried on by it; the resulting benefits to the public constitute the consideration for the grant, and, while exercising such rights and franchises, the com- pany is subject, as to its state business, to state regulation. Railway v. Commission, 92 O. S. 9 (1915). A railroad company, incorporated under the general laws of the state, for the purpose of ‘‘building, acquiring, owning, leasing and maintaining a railroad to be operated by steam or other motive power’’, is amenable to the control of the publi¢ utilities commission, so far as its property or traffic is intrastate; and, as a common carrier, may be required to provide reasonably adequate passenger service. Railroad Co. v. Commission, 92 O. S. 1 (1915). Interurban railway when a “railroad.” See note to § 9117. Constitutionality of statutes applying to railroad companies. A statute applying to railroad companies and not to other corporations is valid where reasonable grounds exist for its application to railroad com- panies which do not exist as to other corporations. Froelich v. Railway Co., 5 C. C. n. s. 6; 14 C. D. 359 (1903). Termini. A railroad company is authorized by this section to con- struct and operate a railroad having both of its terminal points wholly within the same city. State 'v. Railroad, 72 0. S. 455 (1905). Cincinnati, etc., R. Co. v. Murray, 1 N. P. n. s. 301; 51 Bull. 623 (Ct. of Ins. 1903). There is nothing in this section which requires the termini to be in towns or cities. Long Branch Com’rs v. West Line R. R. Co., 29 N. J. Eq. 566 (1878). Attorney-General v. Delaware, etc., R. RB. Co., 12 C. E, Green (N. J.) 645 (1876). When a charter empowered a company to build a road from a town a location sixty rods outside the town is not in compliance with the charter, and the company may be compelled to extend the road. Comm. v. Erie, ete., R. Co., 27 Pa. St. 339-352 (1856). Where a company is empowered to build to a certain city, it is not barred from reaching such point by the fact that it made a point outside such city a temporary terminus, Colorado, etc., Ry. Co. v. Union Pae. Ry. Co., 41 Fed. Rep. 293 (1890). Childs v. Railroad Co., 33 N. J. L. 323 (1869). Statements in articles of incorporation as to route and termini, see § 8625 and notes. Change of terminus within municipality, see note to § 8747. POWERS OF RAILROAD COMPANIES. General powers. See notes to §§ 8627 and 12304. __ To cross streets and highways, By its articles of incorporation a railroad company is empowered to locate its tracks across streets and highways. Commissioners v. Penna Co., 6 N. P. n. s. 141; 18 L. D. 348 (C. P. 1907); aff’d, Cir. Ct., no rep. State v. Montclair Ry. Co., 35 N. J. L. 3828 (1872). Lewis v. Germantown, etc., R. Co., 16 Phila. (Pa.) 608. (1881). See §§ 8763 to 8766, 8773, 8857. Ci Pe ee en ee 1191 RAILROADS. G. C. § 8745 To maintain side tracks. A side track constructed by a railroad company to a manufactory at the expense and over the land of the latter, solely for its advantage, under an agreement silent as to time, may not be maintained by the railroad company over the objection of the owner of the manufactory. Rodefer v. Railroad, 72 O. S. 272 (1905). To build and maintain bridges. Power to build a railroad between certain points implies power to bridge streams when necessary. Fall River Iron Works Co. v. Old Colony, ete., R. Co., 5 Allen (Mass. ) 221 (1862). Hamilton v. Vicksburg, etc., R. Co., 34 La. Ann. 970 (1882); s. «a, 119 U. S. 280. Miller v. Prairie du Chien Ry. Co., 34 Wis. 533 (1874). Works v. Junction R. Co., McLean (U. 8S.) 425 (1853); 3 O. F. D. 101. Power to build includes power to repair bridges. Hamilton v. Vicksburg, etc., R. R. Co., 119 U. S. 280. Central Trust Co. v. Wabash, etc., Ry. Co., 32 Fed. 566. A railroad company will not be restrained from rebuilding a bridge across a stream when it will cause no greater obstruction than the old bridge. Board of Com’rs v. Pierce, 90 Fed. 764 (1898). , ; A railroad bridge is a part of its line. Land may be appropriated for an approach thereto. L. & N. Ry. v. Taylor, 50 Bull. 20 (Ct. of Insolv. 1904). Care required in constructing bridge. Liability. In the construc- tion, repair and maintenance of its bridges a railroad company is bound to use reasonable care. N. Y., etc., R. Co. v. Ellis, 13°C. ©. 704; 6 C. D. 304 (1895). But in the absence of a statute, or of evidence showing that it is usual, a railroad bridge need not be constructed so as to permit a person to stand thereon while a train is passing. Erie R. Co. v..McCormick, 69 0. S. 45 (1903). Recovery for damages to land by flood waters can not be had from a railroad company where the flood was unprecedented, and other causes to produce the injury intervened. B. & O. R. Co. v. Simpson, 12 C. C. n. s. 185 (1906). To make construction contracts. A railroad company may enter into a contract with another person for the construction of its road with- out retaining control over the mode and manner of doing the work, and may under proper circumstances be exempt from liability for the wrong- ful act of its contractors. Hughes v. Cincinnati, etc., Ry. Co., 39 O. S. 461 (1883). Cincinnati, ete., R. Co. y. Tliff, 13 O. S. 235, 247 (1862). Carman v. Steubenville, etc., R. Co., 4 O. S. 399 (1854). Interpretation of construction contract. See Cleveland, ete., R. Co. v. Kelley, 5 O. S. 180 (1855). Mansfield, ete., R. R. Co. v. Veeder, 17 Ohio 385 (1848). To run along and upon highways. Only in cases of necessity has a railroad power to build its road along and upon a highway. Springfield v. Connecticut River R. R. Co., 4 Cush. (Mass.) 63 (1849). Kenton Mounty, Bank vy. Bank Lick Turnpike Co., 10 Bush. (Ky.) 529 (1874). G. C. § 8766. G. C. § 8745 OHIO PRIVATE CORPORATIONS. 1192 To purchase land to procure materials. A railroad company may, if necessary and convenient, purchase land for the purpose of obtaining gravel, timber, etc., for construction purposes. Overmeyer v. Williams, 15 Ohio 26. Power and obligation to operate. Power to purchase implies au- thority to operate. Campbell v. Marietta, ete., R. Co., 23 O. S. 168 (1872). When company compelled to operate. See Port Clinton R. Co. v. Cleveland, etc., R. Co., 13 O, S. 544 (1862). Chapman v. Mad River, etc., R. Co., 6 O. S. 120 (1856). To acquire stock in other corporations. See §§ 8806, 8683 and notes. To purchase other railroads. Power to locate and construct branch roads does not by implication confer authority to purchase the railroad of another company. Campbell v. Marietta, etc., R. Co., 23 O. S. 168 (1872). See § 8807. Eminent domain. See §§ 8759, 8760. Sleeping car contracts. See Stanley v. Cleveland, etc., R. R. Co., 18 O. S. 552 (1869). To accept donations. See Elder vy. Bellaire, etc., Ry. Co., 1 C. C. 256;.1.C. .D;.140 (1885). Sperry v. Johnson, 11 Ohio 452 (1842). To engage in mining, telegraph, etc., business, either directly or through stock control. A railroad company may build and operate a telegraph line, and may operate coal mines, for its own use, but can not engage in the general telegraph, mining or other outside business. State v. Railway Co., 12 G. C. n. gs. 49, 62; 21 C. D. 175 (1909). Railroad Co. vy. Telegraph Co., 38 O. S. 24 (1882). Telegraph Co. v. Railroad Co., 1 W. L. B. 201, 309 (1876). To guarantee bonds of mining company. A railroad company can not lawfully Indorse and guarantee the bonds of a coal mining company. Such an obligation may be valid in favor of the bondholders, but not as against the state. State v. H. V. Ry. Co., 12 0. GC. n. s. 49, 66; 21 C. D. 175 (1909). To guarantee bonds of another railroad company. A railroad com- pany which has purchased stock in. another company, as authorized by § 8683, and has in good faith, for protection of its own. interests, ac- quired bonds issued by such other company, may, in order to sell the bonds for an adequate price, guarantee their payment. But it has no power to enter into a joint contract, with other guarantors, to guarantee an entire bond issue of which it owns only a part. Pollitz v. Commission, 96 O, 8, 49 (1917), ” To operate street railway. A railroad company has no power to engage in the street railway business. Rogers v. Railway Co., 12 L. D. 136 (Super. Ct. Cin. 1901). To locate road. All charters must be taken to allow the exercise of a discretion in the location of the route as is incident to an ordinary practical survey of the Same, made with reference to the nature of the 1193 RAILROADS. G. C. § 8745 country to be passed over and the obstacles: to be encountered or avoided. The courts will interfere only in cases of abuse of such discretion. Walker v. Mad River R. R. Co., 8 Ohio 38 (1837). Callender v. Painesville, ete., R. Co., 11 O. S. 524 (1860). Southern, etc., R. Co. v. Stoddard, 6 Minn. 150 (1861). Fall River Co. v. Old Colony, ete., R. Co., 5 Allen (Mass.) 221 (1862). Auspach v. Maganoy, etc., R. Co., 5 Phila. (Pa.) 491 (1864). See Baldwin v. Hillsborough, ete., R. Co., 10 W. L. J. 337 (1858). If the location is not in substantial compliance with the articles, the company may be dissolved. State v. Railway, 40 O. S. 504 (1884). When road is located. A road is said to be located when a survey is completed and accepted. The supreme court of Pennsylvania, in Wil- liamsport R. Co. v. Railroad Co., 141 Pa. St. 407 (1891), said: 3 “The successive steps contemplated as necessary to vest a title to the railway in the corporation are these: “J. A preliminary entry on the lands of private owners for the pur- pose of exploration. This is made by engineers or surveyors, who run or work one or more experimental lines, and who report their work, with such maps and profiles as may be necessary to represent it properly to the company that employs them. . “2. A selection and adoption of a line, or one of the lines so run, as and for the location of the proposed railroad. This is done by the cor- poration, and it requires the action in some form of the board of directors. This makes what was before experimental and open, a fixed and definite location. It fastens a servitude upon the property affected thereby, and so takes from the owner and appropriates to the use of the corporation. “3. Payment to the owner for what is taken and the consequences of the taking, or security that it shall be made when the amount due him is legally ascertained. The title of the owner is not divested until the last of these steps has been taken. As against him the corporation can acquire only a conditional title by its act of location, which ripens into an absolute one upon making compensation. “As to third persons and rival corporations, however, the action of the company adopting a definite location is enough to give title. * * * * * * * * * * * * “In many states provision is made by law for recording the action of the company and the line adopted by it, so as to give notice to the public and to settle questions of priority of location. We have no such statute, and the action of the company must be proved by other competent evi- dence, but when proved it has the same effect upon all interested as though it had been recorded. It settles the date of actual appropriation, and shows the exact location of the line of the road proposed.” See Baldwin v. Hillsborough R. R. Co., 10 W. L. J. 356 (1853). Agreement for location of road. An agreement for the location of the route of a railroad at a particular intermediate place is not per se void as against public policy. Railroad Co. v. Ralston, 41 O. S. 573 (1885). See Pittsburg, etc., Ry. Co. v. Rose, 24 O. S. 119 (1856). ¢ Surveying and staking do not constitute a location. A line of road is not so “located” by surveying and staking without condemnation or purchase as to give the company a right to the land exclusive of another railroad company that subsequently surveys and stakes the same line, and begins appropriation proceedings. Such first company can not enjoin the Second company from entering on such land. Its remedy is at law. Columbus Terminal, etc., v. Toledo Ry. Co., 32 W: L. B. 186 (1894). G. C. § 8747. OHIO PRIVATE CORPORATIONS. 1194 Section 8746. (Terminus on state line or boundary.) When a terminus named in the articles of incorporation is a county upon the line or boundary of the state, the presi- dent and directors of the company, upon the location of the road in that county, shall make and acknowledge a cer- tificate definitely fixing the location in such county, and file it with the secretary of state. (R. S. Sec. 3271; 69 v. 163, | § 1.) Section 8747. (Changes of line or termini.) By a reso- lution adopted by a majority of its board of directors, at — a meeting thereof duly called for the purpose, with the ; written consent of three-fourths in interest of its stock- _ holders, a company may change the line, or any part thereof, and either of the proposed termini, of its road. No change shall be made which will. involve the abandonment of any part of the road, either partly or completely constructed. Any subscription of stock made upon the faith of the loca- tion of the road, or a part thereof, upon a line abandoned by the change, shall be canceled at the written request of a subscriber who has not consented thereto, filed with the Secretary or other chief officer of the company, within six months after such change. (R. S. See. 3272; April 7, 1876, 43. Vecl15, .§ 1.) Abandonment of line, main tracks or depots must be authorized by the public utilities commission. $§ 504-2, 504-3. . : : History of legislation. Prior to 1848 there was no general law pro- as viding for a change of location, route, or terminus of a railroad. In that year the first statute was passed, the latest form of which is G. OG. § 8753. See Acts of Feb. 11, 1848, 46 v. 44, $10; Acts of May 1, 1852, 50 v. he §11; Acts of April 5, 1866, 63 v. 141, §11; Acts of March 8, 1865, v. 36. _ In 1871 an act was passed to facilitate location of good roads by minor changes, which act, with the changes, is found in G. C. § 8750. See Acts of May 2, 1871, 68 vy. 129; Acts of March 30, 1874, 71 v. 54. The act to provide for change in route was passed in 1876, and is found in G. ©. § 8747, See Bickerstaff v. Traction Co., 5 O. L. R. 547. . Previous to 1848 roads without special provisions in their charters _ were unable to adopt any changes in route or location. Moorehead v. Little Miami R. R. Co., 17 Ohio 340 (1848). Little Miami v. Naylor, 2.0. S. 235 (1853). Atkinson v. Marietta, ete., R. R. Co., 15 O. S. 21 (1864). Works v. Junction R. R. Co., 5 McLean (U. S.) 425; 3 0. F. D. 101.. Interurban railroad. An interurban railroad, in amending its ar- ticles so as to change its route or a terminus, must comply with — $§8747 and 8748. Opins. Atty. Gen. 1915, p. 1282. af Exhaustion of power to locate. In the absence of authority the completion of a location of a road exhausts the power of the company, 1195 RAILROADS. G. C. § 8747 and this principle applies whether it is attempted to relocate on private property or on a street or highway. Moorehead v. Little Miami R. R. Co., 17 Ohio 340 (1848). Little Miami R. R. Co. v. Naylor, 2 O. S. 235 (1853). Construction of §§ 8747, 8750 and 8753. These sections provide for changes in the route and location of rail- ways in different forms and under different circumstances. Section 8747 covers any change in the line, route or termini before the part affected is partially or completely constructed. Section 8750 covers minor changes or divergences in the line before it is located,'so as to avoid dangerous and expensive operation and con- struction, saving from such changes the main point of the road, the gen- eral route and located parts. Section 8753 covers changes in a located or completed road so as to avoid dangerous operation. Laws of this nature, being in derogation of private right, must be strictly construed, but it should not be that narrow and niggardly strict- hess which utterly disregards the admitted policy of the law, and gives strained and secondary meaning to its language, in order to defeat that policy. In other words, these statutes are not to be viewed with the liberality extended to enactments purely remedial, but, on the other hand, the rules applicable to penal statutes are not to be applied to them. Jewett v. Railway, 34 O. S. 601 (1878). Toledo, etc., Ry. Co. v. Daniels, 16 O. S. 390 (1865). The right to change location is withheld except so far as it has been granted by these sections. Bickerstaff v. Traction Co., 5 O. L. R. 548 (R. R. Com. 1907). Cause of change, Before a change can be made the cause set forth must be shown to be fairly within the terms of the statute. In re New York, etc., R. Co., 88 N. Y. 279. Works v. Junction R. R. Co., 5 McLean (U. 8.) 425; 3 O. F. D. 101. Remedy for illegal change. Where a railroad company has received from private parties donations of lands, subscriptions of stock, and pay- ments of money in consideration that it should locate its road at a par- ticular place, and allow private side track and warehouse privileges in connection therewith, the company will not be permitted to effectuate a ehange in fact (though not in name) of the line of its road away from such a place, by getting up a new corporation and constructing a new road parallel with its old one, under a different charter, permitting its old line to go to decay, without compensating the parties with whom it has contracted as aforesaid. Chapman v. Mad River, etc., R. Co., 6 O. 8. 119 (1856). Indirect change of route. Whether a railroad company may con- struct another road entirely parallel with its own, which if owned and managed by an interest distinct from itself, must necessarily be a com- peting road, for the purpose and with the effect to bring about a change in its own line, rather than to create a feeder or an extension of its own line, is within the limits of such connections as are authorized by § 8806, quaere. Chapman v. Mad River, ete., R. R. Co., 6 O. S. 119 (1856). See Atlantic, etc., R. Co. v. St. Louis, 66 Mo. 228 (1890). Injunction against change, See Stewart v. Little Miami R. Co., 14 Ohio 353 (1846). G. C. § 8747 OHIO PRIVATE CORPORATIONS. 1196 Extensions of line. Authority to extend a line of railroad will not authorize a company in departing from the named terminus. Works v. Junction R. R. Co., 5 McLean (U. 8S.) 425; 3 O. F. D. 101; 10 W..L. J. 370 (1853). See § 8772. Resolution of directors. The vote of the directors need not show the particular route to be occupied in the new counties or places selected, There is a new power to locate according to the statute when the di- rectors have by proper vote so determined. In re New York, ete., Ry. Co. 88 .N. Y. 279. (1882). Remedy of conditional subscribers. This section adds a remedy for conditional subscribers to stock, but in no way affects the terms of their contracts. It is not necessary, therefore, for a conditional subscriber to request the cancellation of his subscription in writing. He may rely on the terms of his subscription. Railway Co. v. Fisher, 39 O. S. 330 (1883). A subscriber is not released unless he subscribed on the faith of the location of the road, and within six months after the change requested in writing the cancellation of his subscription. Armstrong v. Karshner, 47 O. S. 276, 302 (1890). Defenses of subscribers to stock. See note to § 8674. Change by necessity. A change of the line of a railway by necessity to adjacent property for a short distance is not such a change as is con- templated by this section. Devou v. Cincinnati, ete., R. Co., 4 O. L. R. 313; 19 C. D. 113 (1906). Change of terminus within municipality. Where a certain municipal corporation of the state is designated as a terminus, the point not being marked by any survey, the railroad company may extend its terminus within the municipality to procure terminal facilities, without proceed- ing under the statutes regulating the extension of railroads. L. & N. Ry. v. Taylor, 50 Bull 20 (Insolv. Ct. 1904). Abandonment or removal of switch or spur track. A railroad com- pany may abandon a spur or switch track in the absence of express con- tract. This section does not cover such track. Mercantile Trust Co. v. Columbus, ete., R. R. Co., 90 Fed. 148; 12 Oak. D. IDR, AC..Ch Ohio, 1898). Side tracks placed on the leasehold estate of a coal company, at its request, may be removed by the railroad company upon abandonment of the premises by the lessee, over the objection of the lessor, the lease providing that the lessee may remove the mining appliances. Ambler v. Erie R. Co., 9 C. C. n. s. 81; 19 G. D. 89 (1906). A switch constructed on the land of a manufactory, at its expense and solely for its benefit, under an agreement silent as to the length of time it is to remain, can not be maintained by the railroad company against the objection of the owner of the manufactory. Rodefer v. Railroad, 72 0. 8. 272 (1905). Where a track was extended about one mile beyond the terminal station, that part of the track beyond the station was regarded as a switch. \ Mercantile Trust Co. v. Columbus, ete., Co., 90 Fed 148; 12 O. F. D. 157 (1898). As between lessee and lessor, Spur railway tracks and a track scale, easily removable from the land, are trade fixtures which may be removed by the lessee. Market N. B. v. Iron Co., 13 N. P. n. gs. 27; 22 L, D. 633 (1912). ~bend 1197 RAILROADS. G. C. § 8750 Section 8748. (Change to be certified to secretary of state.) When such change is made it shall be described in such resolution, a duly authenticated copy of which, under the seal of the company, shall be filed with the secretary of state, and by him recorded, with proper reference, on the record of the articles of incorporation of the company. When so filed, such change shall be considered as made, and be as valid and binding as if the changed line had- been the line originally described in the articles. (R. S. See. 3273; April 7, 1876, 73 v. 115, § 2.) Section 8749. (Mortgage on line so changed.) When such company has issued its mortgage bonds for the con- struction of its road, the record of the mortgage securing them, in each county through or into which the changed line of the road passes, shall be as effectual to create a lien upon the changed line of road, and upon the property of the company, as if the mortgage contained a complete description of the changed line and of such property. (R. S. See. 3274; April 7, 1876, 73 v. 115, § 8.) In Ewell v. Grand Street, etc., R. R. Co., 67 Barb. (N. Y.) 83 (1874), it is said: “To hold that by deviating from the route laid down by the road could be pro tanto freed from the lien, would be to announce a very dan- gerous doctrine. “Good faith forbids that a security should be invalidated after one party has received the full benefit, and can no longer place the other party in as good position as it originally occupied. The bondholders therefore acquired a full right to have the road, as built, sold to pay their bonds.” Meyer v. Johnston, 53 Ala. 237 (1875). Meyer v. Stewart, 64 Ala. 603 (1879). Section 8750. (When and how route may be changed.) When a company, the line of whose road has not been finally located in whole or in part, finds it necessary, in order to avoid dangerous or difficult curves, grades, or dangerous or unsubstantial grounds, or foundations, or for other rea- sonable cause, to pass through a county not named in the articles of incorporation, or to avoid passing into or through a county named therein, other than a county in which a terminus of the road has been fixed by its articles of in- corporation, or in which is located a town or place by or through which the line of such road is to pass, its president and directors, or a majority of them, under their hands and seals, may make a certificate declaring such necessity, the cause thereof, and name therein the county, or counties, through which it is necessary to pass, or to avoid, which certificate shall be acknowledged and certified, as provided G. C. § 8753 OHIO PRIVATE CORPORATIONS. 1198 in chapter one of this title, and forwarded to the secretary of state. A copy of the certificate, duly certified by him shall be evidence of the facts therein stated. Nothing herein is to be construed to authorize the abandonment of any part of the company’s line which is finally located, or a change of the general route of the line of such road, or the terminal points named in the articles of incorporation. (R. S. See. 3275; March 30, 1874, 71 v. 54, §1.) Cited, Bickerstaff v. Traction Co., 5 O. L. R. 547. A railroad company can not change its location because of the failure of a town to contribute to the road. Works v. Junction, etc., R. R. Co., 5 McLean (U. S.) 425; 3 0. -F. D. I0r; 10 W. L. J. 370 (1853): As to change of location by directors. See Baldwin v. Hillsborough, ete., R. R. Co., 10 W. L. J. 356 (1853). Section 8751. (Damages for diversion.) When, under the preceding section, a company’s line of road is diverted from a county named in the articles of incorporation, it shall be liable to any person owning land in the county for dam- ages caused by the change or diversion. All subscribers to the capital stock of the company, on the line of that part of its road so changed, shall be released from all obligation to pay their subscriptions. (R. S. See. 3276; March 30, 1874, 71 v. 54, § 2.) Cited, Bickerstaff v. Traction Co., 5 O. L. R. 547. Damages to landowners. See Leisse v. St. Louis, ete., R. R. Co., 2 Mo. App. 105 (1876); s. ¢., 72 Mo. 561. A defense under this section to an action on a stock subscription must show that the road was diverted from a county named in the articles of incorporation, and that the subscriber was on the line diverted. Armstrong v. Karshner, 47 O. 8. 276, 301 (1890). Section 8752. (Limitations on actions for damages.) Saving the rights of infants, lunaties, and persons impris- oned, for six months after their disability is removed, no ac- tion shall be brought for damages caused by such change or diversion, unless it is begun within six months from the fil- ing of the certificate therefor with the secretary of state, and the publication of notice thereof by the company, for four — consecutive weeks, in some newspaper printed in such county. (R. S. Sec. 3276; 71 v. 54, § 2.) Section 8753. (Change of location or grade.) For the purpose of avoiding annoyance to public travel, or dangerous or difficult curves or grades, or unsafe or unsubstantial grounds or foundations, or when the roadbed has been in- Jured or destroyed by the current of a river, water-course, 1199 RAILROADS. G. C. § 8755 or other unavoidable or reasonable cause, a company may change the location or grade, of any portion of its road, but shall not depart from the general route prescribed in the articles of incorporation. (R. 8S. See. 3277; April 5, 1866, 63 v. 141, §11; March 8, 1865, 62 v. 36, §1.) Section cited. Bickerstaff v. Traction Co., 5 O. L. R. 547 (R. R. Com. 1907). This section makes no provision for the crossing of a street within a municipal corporation. Railway Co. v. Elyria, 69 O. S. 414, 428 (1904). No judicial determination is necessary, under this section, as to the necessity for the change, the presumption being that a railroad company would not undertake an expensive improvement unless the change is neces- sary. But where an appropriation of land is required to make the change, proof should be made as to the necessity of the change. Lorain County v. Railway, 11 C. C. n. s. 419; 12 C. D. 805. See Railway Co. v. South, 78 O. S. 10, 13 (1908). Reusch v. Traction Co. 19 C. C. n. 8s. 1 (1912); aff’d, no rep. 89 O. 8. 456. A change under this section is valid if the general route is not de- parted from, and if sufficient cause exists. Piedmont, etc., Ry. Co. v. Speelman, 67 Md. 260 (1887). Construction of section. See note to § 8747. Section 8754. (Appropriation of land to make such change.) For the purpose of making any such change, the company shall have all rights, powers, and privileges to enter upon and appropriate lands, and make. surveys neces- sary to effect it, upon the terms, and subject to the obliga- tions, rules, and regulations prescribed by law, except that, when it is necessary to appropriate property for such change, the appropriation may be had, if the probate court, in the proceedings instituted therefor, finds that it will conduce to the interests of the company and the public, and that the property and rights of those owning real estate along the portion of the road to be affected by the change will not be unreasonably injured thereby. (R. S. Sec. 3278; April 5, 1866, 63 v. 141, §11; March 8, 1865, 62 v. 36, § 1.) See note to § 8753. This section and §§ 8747, 8750 and 8753 indicate that the policy of the law is against any change of location, even where the right of way may be obtained by purchase, and that the rights of residents along the line must be considered. Bickerstaff v. Traction Co., 5 O. L. R. 548 (R. R. Com. 1907). A finding by the probate court ‘‘that the property rights of said defendants will not be unreasonably injured by such change’’ is suf- ficient under this section. Reusch v. Traction Co. 19 C. C. n. s. 1 (1912); aff’d, no rep. 89 O. S. 456. Section 8755. (Damages by change after completion.) When the location is changed after the road has been used for transportation of persons and property, the company G. C. § 8757 OHIO PRIVATE CORPORATIONS. 1200 shall be liable for all damages occasioned by the change to the owner of the land upon which the road was first con- structed. (R. S. Sec. 3278; April 5, 1866, 63 v. 141, § 11; March 8, 1865, 62 v. 36, § 1.) See Leisse v. St. Louis, etc., R. R. Co., 2 Mo. App. 105 (1876); s. ¢., 72 Mo. 561. Chapman vy. Mad River, etc., R. R. Co., 6 O. 8. 119 (1856). Section 8756. (Extension of road into other states.) A company organized for the purpose of constructing a railroad to the boundary line of this state, may extend its road into and through an adjoining state under the regulations which may be prescribed by, such state. The rights, powers, and privileges of the company over the extension, in the con- struction and use of its road, and in controlling the prop- erty and applying the money and assets thereon, shall be the same as if the road were built wholly within this state. (R. S. Sec. 3279; April 10, 1856, 53 v. 143, § 9.) A railroad company, by extending its lines into another- state, does not cease to be a citizen of the state of Ohio, and thereby entitled to re- move cases brought against it in such other state to the federal courts. Baltimore, etc., R. R. Co. v. Cary, 28 O. S. 208 (1876). Railway v. Stringer, 32 O. S. 468 (1877). Railway Assurance Co. v. Pierce, 27 O. S. 155 (1875). Section 8757. (Construction of branch road; certificate under oath filed with Secretary of State.) A company may construct branches from the main line to towns or places within the limits of a county through or into which its road passes, or to a connection with any railroad within this state, or to any coal or other mine, stone-quarry, plastie-clay, pot- tery-clay and fire clay pits or banks, marl beds, sand or gravel pits or banks, asphalt deposits, slag banks, ore or shale banks, if, at a meeting of the stockholders called for that purpose, the holders of a majority of the capital stock of the company, by a vote, in person or by proxy, so deter- mine. Upon such determination, the president and dtrectors shall make and acknowledge a certificate setting forth the © facts, and file it with the secretary of state. (109 v. 236; — R. S. See. 3280; 91 vy. 87; R. S. 1880; 69 v. 203, § 4.) q The filing of the certificate required by this section is a condition precedent to the right to appropriate property for a branch railroad. Railroad v. Tod, 72 0. 8. 156 (1905). After the steps required by this section have been taken, the railroad company has the same power to construct a branch road that it had to construct its main line. Tt may appropriate property for such branch. State v. Toledo, ete., Co., 1°C. C. n. s. 513, 525; 14 C. D. 321; aff'd, no report, 69 O. S. 550. 1201 RAILROADS. G. C. § 8759 An “industrial” track branching from a belt railway, and leading to a large plant about one mile distant, for use in the ordinary course of business, is not a branch road under this section but is a side track. State v. Toledo, ete., Co., 1 C. C. n. s. 518, 586; 14 C. D. 321; aff'd, no rep., 69 O. S. 550. Branches to factories, mines, ete. See § 8902. Power to purchase branch roads. Power to construct branches to 9 main road does not include authority to purchase a branch road. Campbell v. Marietta, etc., R. R. Co., 23 O. S. 168 (1872). Location and length of branch roads. Where a special charter of an Ohio railroad granted it power to locate and construct branched roads from the main line to other towns or places in the several counties through which said road may pass, it was held that the branches must proceed from the main line and terminate at towns or places in the same county. Works v. Junction R. R. Co., 5 McLean (U. 8.) 425 (1853); 3 O. F. D. 101. Section 8758. (Electricity as motive power.) Upon any railroad in this state, electricity may be used as a motive power in the propulsion of cars. But before a line of poles and wires may be constructed through or along the streets, alleys, or public grounds of a municipal corporation, plans of the construction must be submitted to and approved by its council. (91 v. 897, §1; May 21, 1894; R. S. See. 3310-1.) The motive power of a railroad company should be specified in the articles of incorporation. Rep. Atty. Gen. 1908, p. 75. A steam railroad company may amend its articles of incorporation so as to authorize the use of electricity as motive power; but may not amend so as to authorize the sale of electric light and power. Report of Atty. Gen. 1906, p. 67. A commercial railroad does not become an interurban railway under §5416 by installing electric passenger cars and operating with frequent stops, when train service is no more frequent than it was prior to electrification. Opins. Atty. Gen. 1915, p. 865. Under the former municipal code the trustees of a hamlet were held to be included in the word “council” in this section. In re Newburgh, 15 C. C. 78; 8 C. D. 24 (1897). Interurban railway, when a railroad. See note to § 9117. Section 8759. (Appropriation of land; entry upon for ex- amination and survey.) A company, domestic or foreign, or municipal corporation which owns or operates a railroad may enter upon any land for the purpose of examining and sur- veying its railroad line, and appropriate so much thereof as is deemed necessary for its railroad including necessary side-tracks, depots, workshops, round-houses, and water-sta- tions, material for construction, except timber, a right of Way over adjacent lands sufficient to enable it to construct G. C. § 8759 OHIO PRIVATE CORPORATIONS. 1202 and repair its road and the right to conduct water by aque- ducts and to make proper drains. (106 v. 347; R. S. Sec. 3281; May 18, 1894, 91 v. 294; R. S. 1880; May 1, 1852, 50 v. 274, § 10.) Appropriation proceedings. See § 11038 et seq. Appropriation of use of streets. See § 8764. A belt or terminal railway may exercise the right of eminent domain. Realty Co. v. Railway, 18 C. CG. n. sg. 86 (1910); aff’d, no rep. (S86 “O78. 304. Statute strictly construed. Statutes granting power to condemn land for railroad purposes must be strictly construed. Cemetery Assn. v. Traction Co., 93 O. 8. 161 (1915), Railway Co. v. South, 78 O. S. 10 (1908). Platt v. Pennsylvania Co., 43 O. S. 228, 244 (1885). Currier v. Marietta, ete., R. Co., 11 O. S. 228 (1860). Miami Coal Co. v. Wigton, 19 O. S. 560, 566 (1860). Foreign corporation. A foreign corporation is expressly author- ized by § 8759 to appropriate property. Railway Co. v. Barger, 10 Ohio App. 443; 30 O. CG. A. 65 (1919) (s. ©, 28 0. C. A. 92); affirming, 21 N. P. n. s. 97. See also, § 9090, Dummy corporation. This section does not authorize a railroad company to appropriate property in which it will have no real or beneficial interest or use, but which it intends to transfer to another company. Cemetery Assn. v. Traction Co., 93 O. S. 161 (1915). But officers or employes of one corporation may: organize another corporation for the benefit of the former if they, acting for them- selves as individuals, subscribe and pay for their stock, elect diree- tors and complete the organization. Railway Co. v. Barger, 10 Ohio App. 443; 30 0. C. A. 65 (1919). Right to enter to survey. The legislature may properly and consti- tutionally confer the right to enter upon the lands of an individual with- out compensation, in order to survey and make éxaminations for its line of road, and the company may exercise the right, doing no unnecessary damage. Ward v. Toledo, ete., R. Co., 10 W. L. J. 365 (1853). Meaning of “land.” The word “land” as used in this section includes all the rights and interests which may be had in lands which it may be necessary to take for railway purposes, It, therefore, includes the rights of an owner of abutting property in the street taken for the right of way, even if the fee is in the city. Betis Ev Ky v. Pouchet, 4 C. ©. 187 (1889); 2 CG. D. 492; aff'd, 51 see Oye See Ohio Southern R. Co. y. Hinkle, 1 N, P. 63 (1894); 1 L. D. 682. See § 11042. It also includes an estate in remainder subject to a life estate. Gorrill v. Toledo, ete., Ry., 4 ©. OC. 398, 403; 2 C. D. 617 (1890). See Webster v. Railroad Co., 78 O. S. 87 (1908). Quantity of land necessary. Route. Discretion of railroad com- pany. The railroad company has primary discretion to determine how much land is necessary. But the probate judge under § 11046 may pre- vent abuse in the exercise of such discretion. Railroad v. Railroad, 72 0. S. 368 (1905). Ohio, ete., R. Co. v. Hinkle, 1 N. P. 63; 1 L. D. 682 (1894). — 1208 RAILROADS. G. C. § 8759 Where two or more ways are equally available it is not for the court to select the way. Such selection is within the discretion of the railroad company. C. & P. Ry. v. East Liverpool, 51 Bull. 599 (Prob. Ct. 1906). Cincinnati, etc., Co. v. Murray, 1 N. P. n. s. 301; 48 Bull. 877 (Ins. Ct. 1906). Only so much land as is necessary can be taken. See notes to §§ 11042 and 11046. Interest acquired by appropriation. Rights remaining in land- owner. The estate acquired by a railroad company for right of way pur- poses is a permanent and not a temporary interest. Garlick v. Railway Co., 67 O. S. 223, 234 (1902). Gorrell v. Toledo, ete., Ry., 4 C. C. 398, 403; 2 C. D. 617. See Platt v. Penna. Co., 43 O. S. 228, 244 (1885). A judgment lien attaches to the interest of the railroad company in land acquired by appropriation. Stewart v. Railway Co., 53 O. S. 151, 172 (1895). The possession of a right of way by a railroad company for railroad purposes is not adverse to the rights remaining in the owner of the fee. Railway v. Wachter, 70 O. S. 113 (1904). The owner of the fee retains, where the interest of the railroad is an easement only, all rights not inconsistent with those of the railroad com- pany to build, repair and operate its road, and to use materials con- demned. Platt v. Penna, Co., 43 O. S. 228, 244 (1885). Railway v. Wachter, 70 O. S. 113 (1904). Vought v. Railroad Co., 58 O. S. 123 (1898); aff’d, 176 U. S. 469. The owner of the fee may erect a building necessary to the use and enjoyment of his land and which does not unreasonably interfere with the maintenance and operation of the railway. Railway v. Baum, 15 C. C. n. s. 383; aff’d, no rep. 78 O. 8. 427. Where additional burdens are thereafter imposed, the owner is en- titled to compensation therefor. Vought v. Railroad Co., 58 O. S. 123 (1898). Hatch v. Railway Co., 18 O. 8. 92 (1868). Hawkins v. Buckeye, etc., Co., 6 N. P. n. s. 553, 556; 16 L. D. 333 (C. P. 1905). Newton v. Railway Co., 115 Fed. 781 (C. C. A. 1902). Dower barred by appropriation. Where full compensation is made a widow is not entitled to dower in land appropriated pursuant to statute. Little Miami R. Co. v. Jones, 5 W. L. G. 5 (1860). Sale or abandonment of land acquired by appropriation. A railroad company, having acquired title to lands for railroad purposes by grant or proceedings in appxopriation, may sell to another corporation for like railroad purposes all or a part of the same. Such sale is not an aban- donment of the premises unless such was the intention. Garlick v. Railway Co., 67 0. 8, 223 (1902). ' Compare Platt v. Penn. Co., 43 O. S. 228 (1885). Penna. Co. v. Platt, 47 O. S. 366 (1890). The question of abandonment is one of intention and is to be deter- mined from the nature of the conveyance itself and the attending facts and circumstances. Garlick v. Railway Co., 67 O. S. 223 (1902); affirming, 20 C. CO. 501. Hatch v. Railway Co., 18 0. S. 92, 121 (1868). See Wagner v. Cleveland, etc., R. Co., 22 O. S. 563 (1872). G. C. § 8759 OHIO PRIVATE CORPORATIONS. 1204 Nonuser for twenty-one years works an abandonment. Platt v. Penna. Co., 43 O. S. 228, 240 (1885). Penna. Co. v. Platt, 47 O. S. 366 (1890). Wagner v. Cleveland, etc., R. Co., 22 O. 8. 563 (1872). See § 9059. Non-user for three years does not prove an intention to abandon. Railway v. Ward, 23 C. C. n. s. 465 (1912). The ownership of a hundred foot right of way for fifty years, with only a single track in the center, does not create a presumption that the unused portion has been abandoned. Nor does the grant of a license to maintain a pipe line on the unused portion for five years establish an abandonment where the right is reserved to annul the license should the space be needed for railroad purposes. Hawkins v. Buckeye Pipe Line Co., 6 N. P. n. 8. 553; 16 L. D. 333 (C. P. 1905). The lease of a railroad is not an abandonment. Cincinnati, etc., Co. v. Murray, 1 N. P. n. s. 301; 48 Bull. 877 (1903). Upon an abandonment the interest of the railroad company reverts to the landowner. Platt v. Penna. Co., 43 O. S. 228, 240 (1885). Vought v. Railroad Co., 58 O. S. 123 (1898). Moving main tracks from right of way, but using it for railway purposes in storing cars and for access to stock pens, is not an aban- donment. Schenck v. Railway, 11 Ohio App. 164; 30 O. CG. A. 580 (1919}. For circumstances held to constitute an abandonment of unneces- sary land, see Knepfle v. Railway, 26 C..C. n. s. 68 (1916). Defenses against appropriation. See note to § 11046. A municipality can not appropriate for the use of a railroad. Morehouse v. Norwalk, 6 W. L. B. 267. (1881). See White v. Cleveland, 12 N. P. n. s. 25 (1911); aff'd, 14 C. C. n. s. 369. G. C. § 3677. For what purposes land may be appropriated. Side tracks. Land may be appropriated for side tracks leading from _ the main tracks to depot buildings. 8 Toledo, etce., R. Co. v. Daniels, 16 O. S. 390 (1865). : lew cer etc., R. Co. v. Spring Grove Ave. Co., 15 W. L. B. 384 See Union Line v. Railway, 233 U. 8. 211 (1914.) An “industrial” track branching from a belt railway and leading to one or more manufacturing plants one mile distant, to be used for usual railroad purposes is a side track within the meaning of this section. State v. Toledo, ete., Co. 10. C. n. gs. 513; 14°C. D.’ 321 (1903) ; aff'd, 69 O. S. 550. | Realty Co. v. Railway, 18 ©. GC. n. gs. 86 (1910); aff’d, no rep. 86’ 0: 8''364: Expert testimony is competent in determining whether a proposed track is a side track, or one to be used for a private purpose. State v. Toledo, ete., Co. 1 0. C. n. s. 513; 14 CG. D. 321 (1903); aff'd, 69 O. S. 550. Side track defined. - State v. Toledo, ete., Co., 1 C. GC. n. s. 513, 519314 C..DPs21. ‘ - le ee 1205 RAILROADS. G. C. § 8759 Depots. The legislature has constitutional power to confer upon a corporation authorized to construct a railroad, the right to appropriate grounds necessary for its use as a depot. Giesy v. Cincinnati, ete., R. Co., 4 O. S. 308 (1854). And for a depot platform. Railway v. Devine, 15 N. P. n. s. 56 (1918). Crossings. Land occupied by a railway may be condemned, if neces- sary, to furnish a crossing for another road. Lake Shore, etc., Ry. Co. v. Cincinnati, ete., Ry. Co., 30 O. S. 604 (1876). See Railway Co. v. Traction Co., 4 C. C. n. s. 329; 16 C. D. 1 (1903) ; reversed, on other grounds, 72 O. 8. 429. Appropriation for street over railroad tracks. See § 3677 and note. Bridges. Land may be appropriated for an approach to a railroad bridge. L. & N. Ry. v. Taylor, 50 Bull. 20 (Ins. Ct. 1904). Embankments. Land may be appropriated to form a basis for em- bankments. Ohio, ete., R. Co. v. Henkle, 1 N. P. 63; 1 L. D. 682 (1894). Wharves. Under this section a railroad company is not authorized to condemn private property solely for wharf purposes. Iron R. Co. v. Ironton, 19 O. S. 299 (1869). Temporary right of way. A railroad company has no power to ap- propriate a temporary right of way to be used until its main line is ready for use. Currier v. Marietta, etc., Co., 11 O. S. 228 (1890). Branch roads. See note to § 8757. Appropriation of property of other railroad companies. Property of one railroad company may be appropriated by another railroad com- pany to furnish a crossing over such road. Railway v. Railway, 30 O. S. 604. See §§ 8834-8836. But a company seeking to appropriate land of another company, longitudinally, must establish urgent necessity for the land. Where such necessity is shown, and the other company does not require it for immediate use, and can arrange its tracks so as to avoid using it for a long period, the right to appropriate exists. Railway Co. v. Railway Co., 2 N. P. n. s. 45; 49 O. L. B. 240 (Prob. Ct. 1903). Unfinished road bed of another company. See §§ 11076 to 11083. Appropriation by telegraph company of right of way of railway company. See §§ 9175 and 9196. f Property subject to appropriation. See note to § 11042. Appropriation of canal lands—rights of owner of fee. Where a railroad company appropriates the lands of a canal company, the owner of the fee is entitled to recover the full value of the lands, if any, taken by the railroad company, and not covered by the former appropriation by G. C. § 8760 OHIO PRIVATE CORPORATIONS. ‘ 1206 the canal company, and, also, a full and fair compensation for such addi- tional burdens and inconveniences, not common to the general public, as accrue to him and his entire tract on which the easement is imposed, by ' reason of the change of uses to which the lands appropriated have been subjected. Hatch v. Cincinnati, ete., R. Co., 18 O. S. 92 (1868). Vought v. Columbus, etc., R. R. Co., 58 O. 8. 123 (1898). Sale of canal lands to railways. See Hatch v. Cincinnati, etc., Ry. Co., 18 O. S. 92 (1868). Goodin v. Cincinnati, etc., Canal Co., 18 O. 8S. 180 (1868). Cincinnati, etc., R. Co. v. Zinn, 18 O. 8. 417 (1868). Vought v. Columbus, etc., R. Co., 58 O. S. 123 (1898). Section 8760. (Compensation for property appropriated.) The appropriation of private property provided for in the next preceding section, shall not be made until full compen- sation therefor, irrespective of any benefit from any im- provement proposed by such company or municipal corpora- tion, is made in money, or secured to the owner by deposit of money for him. (R. 8S. See. 8281; May 18, 1894, 91 v. 294; R. S. 1880; May 1, 1852, 50 v. 274, § 10.) See note to § 11053. Failure to make compensation. Remedies of landowner. A Jand- owner may enjoin a railroad company from entering his land for the purpose of constructing a road, until compensation is made. Gorrill v. Toledo, ete., Ry., 4 C. C. 398; 2 ©. D. 617 (1890). Where land has been occupied, tracks constructed and cars operated, without compensation having been made, the owner may recover posses- sion of such land, unless barred by laches or acquiescence. ° Bothe v. Dayton, ete., R. Co., 37 O. S. 147 (1881). Platt v. Penna. Co., 47 O. S. 366 (1890). Where a land owner is estopped from reclaiming the land he may recover compensation. Penna. Co. yv. Platt, 47 O. S. 366 (1890). Goodin v. Canal Co., 18 O. S. 169. “Owner” includes remainderman. The owner of an estate in re- mainder, subject to a life estate, may enjoin the construction of a rail- road until compensation is made, although the owner of the life estate has granted a right of way. Gorrill v. Toledo, ete., Ry., 4 C. C. 398, 406; 2 O. D. 617 (1890). Includes owner of neighboring lots having rights under restrictive covenants as to use of property. Kuebler v. Cleveland, ete., Ry., 10 N. P. n. s. 385; 20 L. D. 525 (1910); (aff'd, by Cir. Ct.; reversed by Supreme Court on ground of laches, 84 O. S. 463). See note to § 111042. Compensation. Speculative and contingent remuneration can not be recovered. A compensatory and not a speculative remuneration is guaranteed for land taken and for the damages occasioned thereby to the rest of the property. The difference in value of the property with the appropriation and that Oke ee ae Se ee r 1207 RAILROADS. G. C. § 8760 without it is. the rule of compensation. The difference must be ascer- tained with reference to the value of the property in view of its present character, situation, and surroundings. It can not be enhanced by prov- ing facts of a contingent and prospective character, such as the probable rents that may be derived from the property, or its special value as a prospective monopoly of a railway to the adjoining lands of other persons. Powers v. Hazelton, etc., R. Co., 33 O. S. 429 (1878). Danger from fire to buildings, fences, timber or crops upon the re- mainder, in so far as it depreciates the value of the property is a proper element of compensation, although the railroad company is liable for all losses by fire which originate from the operation of the road. Hayes v. Toledo, etc., Co., 6 C. C. n. s. 281; 16 C. D. 395 (1903); aff'd, 70 O. S. 425. But the proximity of the buildings to the railway must be such as to render the danger imminent and appreciable. Hatch v. Cincinnati, ete., R. Co., 18 O. S. 92 (1868). Must be based on present conditions. In an appropriation proceed- ing preparatory to a change of grade through farm lands, the assessment of damages to the residue of the tract must be based on present conditions; not on conditions existing prior to the original location of the railway years before. Railway Co. v. Cordry, 10 C. C. n. s. 87; 20 C. D. 830 (1907). Railroad intersecting tract of land. Where the railroad cuts asunder an entire tract of land, the owner is entitled to compensation for the in- convenience and danger of access between the two parts of the tract when the inconvenience and danger are peculiar to the owner in the use of his property, and not common to the public at large. See Hatch v. Cincinnati, etc., R. Co., 18 O. S. 92 (1868). Platt v. Pennsylvania Co., 43 O. S. 244 (1885). Lorain St. Ry. Co. v. Sinning, 17 C. C. 649; 6 C. D. 753 (1895). Cleveland, etc., R. Co. v. Ball, 5 O. S. 568 (1856). Schaible v. L. S., etc., Ry., 10 C. C. 334 (1895). Damage done in’ making appropriation. A petition stating only that a railroad company, in locating and constructing its road on and through the plaintiff’s land, appropriated about two acres of the land to its own use, and located its road through the land in a diagonal man- ner so as to greatly injure the same and committed other acts and tres- passes upon the land to the plaintiff’s damage, fails to state a cause of action, there being no allegation that unnecessary damage was done or failure to make compensation. Cleveland, etc., R. Co. v. Stackhouse, 10 O. S. 567 (1860). Damage of turnpike company. Where a railroad is constructed along land covered by the easement of a turnpike company, the latter is entitled to compensation to the extent of the damage accruing to it in the diminution of the productive value of its property, excepting, however, diminution caused by competition between the turnpike company and the railroad as means of transportation. Cincinnati, ete., R. Co. v. Zinn, 18 O. 8. 417 (1868). Appropriation under constitution of 1802. Under the constitution of 1802, which was, unlike the present constitution in that respect, where lands were appropriated by a railroad company for its track, supposed benefits might be set off against the value of the land taken, and hence the land might be appropriated without the payment of any money what- ever. Platt v. Pennsylvania Co., 43 O. S. 228 (1885). G. C. § 8761 OHIO PRIVATE CORPORATIONS. 1208 Additional burdens imposed after appropriation. Where property appropriated for one public use is subsequently appropriated for, or de- voted to, another public use, and the second use imposes additional bur- dens on the land, the owner is entitled to compensation therefor. Vought v. Railroad Co., 58 O. S. 123 (1898); aff’d, 176 U. S. 469. Hatch v. Railway, 18 O. S. 92 (1868). Hawkins v. Buckeye, etc., Co., 6 N. P. n. s. 553, 556; 16 L. D. 333 (C. P. 1905). Newton v. Railway Co., 115 Fed. 781; 14 O. F. D. 156 (C. C. A. 1902). Section 8761. (Company may acquire lands.) Such a company may acquire by purchase or gift lands in the vicinity of the line of its road, or through which it passes, so far as is deemed convenient or necessary by the company to secure a right of way, and such as are granted to aid in the construction of its road, and hold or convey them, as the directors prescribe. Conveyance made by the company shall be signed by the president under the corporate seal. (R. S. See. 8282; May 1, 1852, 50 v. 274, § 15.) Right to acquire and hold land. See also note to § 8627. A railroad company has power to acquire real estate only when such power is granted to it by statute or by its charter. Walsh v. Barton, 24 O. S. 28, 42 (1873). The purpose of §§ 8761 and 8762 is to clothe the railway corporation with capacity to acquire by purchase or gift lands that are convenient or necessary to secure the right of way, or any lands granted to aid in the construction of the road. State v. Cincinnati, ete., Ry. Co., 37 0. 8S. 157, 170 (1881). The right of a railroad corporation to hold land is not an unquali- fied right, but it is limited to the uses and purposes of the corporation, and is to be held for the purposes of the grant for the public uses. The title which it has in its right of way is a qualified title, subject to the equal right of another railroad corporation to cross the same with its track, provided compensation be made as required in the case of indi- viduals for the property appropriated, or the interest therein which is so appropriated. aa ae ete., Ry. Co. v. Cincinnati, etc., Ry. Co., 30 0. 8S. 604 Property of a railroad company is held subject to the right of the state to adopt police regulations for public welfare and safety. alt te ete., Ry. Co. v. Cincinnati, etc., Ry. Co., 30 O. S. 604 Land of railroads is subject to street assessments. Railroad Co. v. Connelly, 10 O. 8, 159 (1859). Railroad Co. v. Commissioners, 19 O. 8. 589 (1869). Purposes for which land may be purchased.. Land may be pur- chased for the right of way. Walsh v. Barton, 24 O. 8. 28, 42 (1873). And to obtain timber or materials. Lessee of Overmeyer v. Williams, 15 Ohio 26 (1846). See note to § 8759; Purposes for which land may be appropriated. Where a railroad company purchases unnecessary land, a title thereto 1209 RAILROADS. G. C. § 8761 derived from such company is valid. The property would not escheat, and estoppel would operate against the parties directly concerned. Walsh v. Barton, 24 O. S. 28, 42 (1873). Methods of acquiring property. Gift. §§ 8761, 8762. Appropriation. §§ 8759, 8760. Dedication is not a means by which property may be acquired by a railroad company. The recording of a town plat with a lot reserved for a depot is not a dedication of the lot. Todd v. Railroad Co., 19 O. S. 514 (1869). Property may be acquired by adverse possession for twenty-one years. But the statute of limitations does not begin to run against a remainder- man until the termination of the life estate. Webster v. Railroad Co., 78 O. 8. 87 (1908). The possession of a right of way by a railroad company for railroad purposes is not adverse to the rights remaining in the owner of the fee. Railway v. Wachter, 70 O. S. 113 (1904). Land granted by the state to a municipality, upon a valuable consid- eration, to be used for street and other purposes, may be leased by the municipality to a railroad company for its general purposes. The lease is valid where the municipality reserves the right to use the leased pre- mises for street purposes, without compensation. Cleveland T. & V. R. Co. v. State, 85 O. S. 251 (1912). Subscriptions to stock payable in real estate. See Goodin v. Evans, 18 O. S. 150 (1868). A deed of a right of way may be held in escrow by an agent of the railroad company. Railroad Co. v. Iliff, 13 O. S. 235 (1862). License for side track. A written agreement, silent as to time, for the construction of a side track on the land of another, at his expense and for his advantage, is a revocable license, and the railroad company can not maintain the side track against the objection of the land owner. Rodefer v. Railroad, 72 O. S. 272 (1905). Right of railroad company to remove side track. Ambler y. Erie R. Co., 9 C. C. n. s. 81; 19 C. D. 89 (1906). Purchase by land contract. Equitable lien of vendor. An owner agreed in writing with the railroad company to release the right of way and the right to enter upon and construct the road through his lands in consideration that the company agreed to pay a certain sum of money at a future day, and con- struct certain road crossings and cattle-guards. The company took pos- Session and constructed its road before receiving a deed for the right of way, and before payment of the money or constructing the crossings or guards. Held, the owner is entitled to make an equitable lien upon the property sold as well for the damages for not constructing the road in the proper manner, as for the unpaid purchase money. Dayton, ete., R. Co. v. Lewton, 20 O. S. 401 (1870). Ames v. Wheeling, ete., Ry. Co., 17 C. C. 684; 9 C. D. 443 (1899). Notice to subsequent purchasers and mortgagees. Where the owner sells the right of way to the company on contract, and retains the legal title, the fact is sufficient to put subsequent mortgagees and purchasers of the road upon inquiry as to the rights of the owner. Dayton, etc., R. Co. v. Lewton, 20 O. S. 401 (1870). Seasongood v. Miami Valley Ry. Co., 9 W. L. B. 256 (1883). See Day v. Railroad Co., 41 O. S. 392 (1884). G. C. § 8761 OHIO PRIVATE CORPORATIONS. 1210 The construction and operation of a railroad on land is constructive notice to purchasers of the rights of the railroad company. Day v. Railroad Co., 41 O. 8. 392 (1884). Remedies of vendor. The vendor may compel specific performance of the contract or may enforce his vendor’s lien. Dayton, etc., R. Co. v. Lewton, 20 O. S. 401 (1870). Foreclosure of lien. Sale of entire road. Where public interests preclude the sale of the portion of the road covered by the lien, a sale of the entire road may be decreed. Dayton, etc., R. Co. v. Lewton, 20 O. S. 401 (1870). Ames v. Wheeling, etc., Ry. Co., 17 C. C. 684; 9 C. D. 443 (1899). Stewart v. Railway, 53 O. S. 151 (1895). Seasongood v. Miami, ete., Ry. Co., 9 W. L. B. 256 (1883). RIGHT OF WAY. A grant to a railroad company of a right of way, without limit as to time, is perpetual, unless terminated by release or abandonment. Junction R. Co. v. Ruggles, 7 O. 8. 1 (1857). Garlick v. Railway Co., 67 O. S. 223, 234 (1902). See Bosworth v. Pittsburg, etc., Ry. Co., 1 C. C. 69, 70; 1 C. D. 42 (1885). Where the grant is of an easement only, the grantor retains all rights not inconsistent with those of the railroad to build, repair and operate its road. Railway Co. v. Wachter, 70 O. S. 113 (1904). Platt v. Penna. Co., 43 O. S. 228, 244 (1885). : The grantor may construct a building on his remaining land, near to the railroad, where it will not unreasonably interfere with the opera- tion of the road, although it may cause some inconvenience to the rail- road company. meway i Baum, 15 ©. ©. n. s. 383 (1906); aff'd, no rep., 78 O. . 427. Where a track is constructed and maintained near the center of a right of way of definite width, such possession includes land on each side of the track reasonably necessary for its use and maintenance, and is constructive notice to subsequent purchasers. Day v. Railroad Co., 41 O. S. 392 (1884). See Happ v. Railroad Co., 1 N. P. n. s. 337; 14 L. D..173 (C. P. 1903). _,., Where the terms of a right of way grant are general and indefinite, its location and use by the grantee, acquiesced in by the grantor, will have the same legal effect as if it had been fully described by the terms of the grant. Warner v. Railroad Co., 39 O. S. 70 (1883). A lease to drill for oil and gas does not prevent the owner of the fee from conveying a valid right of way. Ohio Oil Co. v. Railroad Co., 4 C. C, 210; 2 C. D. 505 (1889). Where the description of the right of way is indefinite, the grantor by accepting the agreed compensation after construction of the railroad thereon, with full knowledge of the facts, is estopped to deny that the act- ual location is the agreed location. Railway Co, v. Williams, 53 0. S. 268 (1895). Cleveland, ete., Ry. Co. v. Reid, 4 N. P. 127 (1896). Where the owner of land granted to a company the right to select a strip thereof for its right of way, and from the terms of the grant and the circumstances it is clear that both parties understood that the right granted was to be exercised at the time of the final location and con- struction of the railroad, and not afterward, a court of equity will, by 1211 RAILROADS. G. C. § 8761 injunction, restrain such railroad company from taking possession of any additional part of said land after its railroad has been located. Warner v. Railroad Co., 39 O. S. 70 (1883). Where property owners agreed with a railroad company to convey land for its track, and to submit to arbitration the question of compen- sation to be paid them by the company for the land and damages, such arbitration does not involve the question of possession and title to real estate within the meaning of G. C. § 12148. C. P. & V. R. R. Co. v. Duckwall (Sup. Ct.), 46 W. L. B. 92 (1901). Construction of deed for right of way. Belmer v. Railroad Co., 10 W. L. B. 232 (Super. Ct. Cin. 1883). Grant with restrictive agreement as to use of the property. A railroad company, having built a spur track on land of another under an agreement limiting its use to certain specified business, may be enjoined from carrying other and increased traffie without compensa- tion to the owner. Collins v. Craig Shipbuilding Co., 7 C. C. n. s. 350; 17 C. D. 802 (1905). A restrictive agreement in a deed, binding the railroad company, grantee, not to construct additional tracks within a certain distance from a dwelling, may be enforced by injunction. Miller v. Railway, 88 O. S. 499 (1913). A condition subsequent in a deed, requiring the road to be completed within two years, does not operate of itself, and the right of forfeiture may be lost by waiver or estoppel. Field v. Railway Co., 3 C. C. n. s. 130; 13 C. D. 1 (1897); aff'd, 62 O. S. 633. Sale and conveyance of land by railway. A railroad company hav- ing acquired title to land for railroad purposes, by grant or appropriation, may sell all or a part of the same to another corporation for like railroad purposes. Garlick v. Railway Co., 67 O. S. 223 (1902). See note to § 8759. A deed executed in the name of the corporation, by the president, under the corporate seal, is presumed to have been authorized by the directors and is prima facie valid. Railroad Co. v. Harter, 26 O. S. 426 (1875). But such deed is not admissible in evidence without proof of its exe- cution. Walsh v. Barton, 24 O. S. 28 (1873). See note to § 8627. A license to take gravel from the right of way need not be executed by the president. Grene v. Trustees, 8 N. P. 491; 11 L. D. 771; aff’d, 64 O. S. 609. Adverse possession against railroads of part of right of way. To acquire title to a right of way by adverse possession, an abutting owner must occupy and use the land in a manner inconsistent with the para- mount rights of the railroad. Possession and use of part of the easement not in use and not needed for immediate railroad purposes, and consistent ae its rights to reclaim it when needed, is presumed to be permissive only. witha rs Led My od Co., 5 C. C. n. s. 194; 16 C. D. 44 (1904); aff'd, 73 . 8. 391. Railroad v. Roseville, 76 O. S. 108 (1907). Day v. Railroad Co., 41 O. S. 392 (1884). - Possession of a strip for more than twenty-one years does not become adverse to the railroad company by the raising of vegetables, or repair G. C. § 8762 OHIO PRIVATE CORPORATIONS. 1212 of the fence, where the original use of the land and construction of the fence were permissive on the part of the railroad company. Happ v. Railroad Co., 1 N. P. n. s. 337; 14 L. D. 173 (C. P. 1903). But see Knepfle v. Railway, 26 C. C. n. s. 68 (1916). Where a railroad company maintains a way or street over its tracks and unenclosed land for forty years, for the use of its patrons, and inci- dentally it is used also by the public, the presumption is that the user was permissive. Such use does not establish the dedication of the way as a street, in the absence of an acceptance by proper public officials. Railroad v. Roseville, 76 O. S..108 (1907). Whether exclusive occupancy is required by the necessities of the railroad, and what use by an abutting owner is an interference therewith are questions of fact. Smith v. Railway Co., 5 C. C. n. s..194; 16 C. D. 44 (1904) ; aff'd, 73 OS." ool. The act of an abutter in accepting and recording a deed and taking possession of disputed land is adverse. Smith v. Railway Co., 5 C. C. n..s. 194; 16 ©. D. 44 (1904) ; aff’d, 73 O..8..391. Abandonment of right of way. See note to § 8759. A provision in a deed that the premises shall be used for rail- road purposes only, to revert to the grantor, his heirs or assigns, if they cease to be so used, is a condition subsequent. Title vests upon delivery of the deed, and a breach of the condition does not ipso facto produce a reverter. The right of forfeiture is not alienable. Reiter v. Penna. Co., 21 N. P, n. s. 58 (1917). Removal of fixtures, tracks, etc., on abandonment. Stone piers built as a part ofa railroad, on land acquired for its right of way, may be removed by the railroad company on abandonment. Wagner v. Railroad Company, 22 O. 8. 563 (1872). Side tracks built on the leasehold estate of a coal mining company, at its request, may be removed by the railroad company, against the ob- jection of the lessor on abandonment of the premises by the lessee, where the lease provided that mining appliances might be removed. Ambler v. Erie R. Co., 9 C. GC. n. s. 81; 19 C. D. 89 (1906). Taxation of right of way. See also §§ 8820, 8821. A strip of land owned in fee, and used as a right of way, by a railroad, located parallel to a municipal street, it is ‘‘land’’ subject to assessment under G. ©. § 3812. Opins. Atty. Gen. 1919, p. 501. Section 8762. (When conveyance to company void.) Con- veyances to such companies, acquired by gift, shall be null and void, unless the company to which they are made, com- pletes its road on the right of way so conveyed, within five years from the time of a conveyance for that purpose. (R. S. See. 8282; May 1, 1852, 50 v. 274, § 15.) Where land is given to a railroad company on condition that it should be occupied for depot grounds a substantial compliance with the terms of the deed will prevent a recovery of the land for failure to perform the conditional agreement. Pittsburg, ete., Ry. Co. v. Rose, 24 0. 8. 219 (1873). Where a railroad company has received from private parties donations 1218 RAILROADS. G. C. § 8763 of land in consideration that it should lecate its road at a particular place, the company will not be permitted to effectuate a change in fact (though not in name) of the line of its road away from such place, by organizing a new corporation and constructing a new road parallel with the old one, under a different charter, and permitting its old line to go to decay, without compensating the parties with whom it has contracted as aforesaid. Chapman v. Mad River R. Co., 6 O. S..119 (1856). Section 8763. (Elevated track; use of public way.) If in the location of any part of a railroad owned or operated by a domestic or foreign corporation, it be necessary to occupy with a surface or elevated track, with the necessary supports therefor, any public road, street, alley, way or ground, of any kind, or part thereof, the municipal or other corporation or public officers or authorities, owning or havy- ing charge thereof, and the company, may agree upon the manner, terms and conditions upon which it can be used or occupied. In the event of the occupancy of such ground with an elevated track, the agreement shall specify the num- ber, character and location of all supports for the track, any part of which will be upon such public ground, and the ver- tical and longitudinal clearances between such _ supports. (R. S. See. 3283; May 9, 1908, 99 v. 589; April 15, 1857, 54 v. 133,.§ 12.) Opening or extension of street over railroad tracks. Appropriation. § 3677 and note. Maintenance of tracks at highway crossings. See § 6956. This section applies to crossings. Ritter v. Railway, 17 ©. O. n. s. 4 (1908); reversing, 6. N. P. n.'s. 161;.18 L. D. 846; aff’d, no rep. 83 O. S. 515. In re Avon Beach, etc., Ry., 3 N. P. n. s. 561, 564, 565; 16 L. D. 87, 90 (C. P. 1905). Railroad v. Cincinnati, 8 W. L. B. 334 (Dist. Ct. 1882). An agreement with an existing railroad for repair or alteration of a crossing or bridge is not within this section. Railroad Co. v. Defiance, 52 O. S. 262, 313 (1895). The grant of the right to use a street for railroad purposes does not authorize its use for other purposes. ( Rogers v. Railway, 12 L. D. 136 (Super. Ct. Cin. 1901). Exclusive occupancy of street by railroad not authorized. A mu- nicipal corporation can not by agreement permit a railroad company to occupy a street so as to exclude the public from any portion thereof, un- less the municipality is authorized by statute, in express terms or. by clear implication, to make such contract. General legislation authorizing the occupation of streets for railroad purposes does not authorize exclu- sive and permanent use. Railway Co. v. Elyria, 69 O. S. 415 (1903); affirming, 3 C. C. n. s. 250. Ravenna v. Penna. Co., 45 O. S. 118. Cincinnati v. Railway, 24 C. C. n. s. 305 (1915). Ry. v. Hartford, 15 Ohio App. 305 (1921). ; See C. & P. Ry. v. Liverpool, 51 O. L. B. 599 (Probate Ct. 1906). Railroad Co. v. Cincinnati, 76 O. S. 481 (1907). G. C. § 8763 OHIO PRIVATE CORPORATIONS. 1214 Change in judicial interpretation of section as to extent of use au- thorized, see Railroad Co. v. Cleveland, 15 C. C. n. s. 193, 208 (1910); affirming 8 N. P. n. s. 457; 19 L. D. 372; aff’d, no rep., 87 O. S. 469. This section contemplates a joint or common use of a street by the railroad company and public. Railway Co. v. Elyria, 69 O. 8. 415, 429 (1903); 3 «, 30. Cons. 250; 14 C. C. 48; 7 C. D. 312 (1897). And the right of the municipality to regulate the use of the street con- tinues. Railway Co. v. Cincinnati, 16 W. L. B, 367. Railroad Co. v. Defiance, 52 O. S. 262, 308 (1895); s. ¢, 167 U. S. 88 (1897). Ganz y. Ohio, ete., Co., 140 Fed. 692, 695 (C. C. A. 1905). An abandonment or surrender of the street is not authorized. Railroad Co. v. Defiance, 52 O. S. 262, 308 (1895); affirmed, 167 U. S. 88 (1897). Railway Co. v. Elyria, 69 O. S. 415 (1903). A person injured, upon a track in a street is not a trespasser. Smith v. Railway Co., 90 Fed. 783 (C. C. 1898). Railroad Co. v. Anderson, 85 Fed. 413 (C. C. A. 1898). What amounts to exclusive occupation. Two railway tracks in a street from thirty-six to forty feet wide do not amount to an exclusive occupancy. Cincinnati, etc., Co. v. Railway Co., 14 C. C. n. s. 195; 23 C. D. 192 (1911); aff’d, no rep., 86 O. S. 343. Before the amendment of this section and the enactment of §§ 8767 to 8771 (99 v. 589) it was held that this section did not authorize a mu- nicipality to permit permanent abutments, supporting an overhead cross- ing, in a street, where the public was excluded from any portion thereof. Railway Co. v. Elyria, 69 O. S. 414 (1903); affirming 3 C. OC. n. s. 250; s. c., 14 C. C. 48; 13 C. D. 482; 7 C. D. 312; 12 L. D. 609 (1897). Railway Co. v. Steubenville (unreported), 83 O. S. 443 (1910). Telephone Co. v. Cincinnati, 73 O. S. 81 (1905). Crossing a street with five tracks connecting with a railway yard and really becoming a part of the yard is an unreasonable occupa- tion. Cincinnati v. Railway, 24 C. C. n. s. 305 (1915). Control over streets not surrendered by municipality. This section does not authorize a municipality to surrender or abridge its control over a street. A city, having given a railroad company permission to cross a street below grade and to build a bridge over the railroad, is not pre- vented by such agreement from thereafter lowering the street so as to cross the railroad at grade. Railroad Co. v. Defiance, 52 O. S. 262, 308 (1895). Affirmed, Wabash R. Co. v. Defiance, 167 U. S. 88 (1897). Ganz v. Ohio, ete., Co., 140 Fed. 692, 695 (C. C., A. 1905), _ After constructing its track in a street at an agreed, grade, the rail- road company can not subsequently raise the grade of the street. Railroad Co. v. Hambleton, 40 0. S. 496 (1884). “Public road, street, alley, way or ground.” A highway, outside of a municipal corporation, is a public road, and can not be occupied without agreement or appropriation under §§ 8763 or 8764. Commissioners v. Penna. Co., 6 N. P. n. s. 141; 18 L. D. 348 (0. Pa 1907); (aff'd, by Cir. Ct., without rep.). Youngstown v. Railroad Co., 3.C. C. 214; 2 CG. D. 121 (1888). The word “way” or “public ground” does not include the public 1215 RAILROADS. G. C. § 8763 navigable canals of the state in express terms, nor by necessary implica- tion. A way, in the connection in which it stands in this section, must be regarded as something of the same nature and kind as a road or street. State v. Cincinnati, etc., Ry. Co., 37 O. S. 157 (1881). Land acquired by a municipality for park purposes, but occupied by a railroad under an agreement for many years, and declared by municipal authorities to be unnecessary for park or municipal purposes, and never used therefor, is not park property and may be appropriated for a per- manent right of way. Railway Co. v. Cincinnati, 6 N. P. n. s. 325 (Ct. of Ins. 1908). Likewise land dedicated for street purposes, but unsuited therefor, and having remained unimproved for many years, ib. A city street can not be crossed or occupied by a railroad under § 8773; but authority must be obtained under § 8763 or § 8764. Youngstown v. Railroad Co., 3 C. C. 214; 2 C. D. 121 (1888). Cincinnati, etc., R. Co. v. Cincinnati, 8 W. L. B. 334 (Dist. Ct. 1882). Where land has been granted by the state to a municipality, for a valuable consideration, to be used for street and other purposes, the mu- nicipality, reserving the right to use the property for street purposes without compensation, may make a valid lease of such land to a railroad company for its general purposes. Cleveland T. & V. R. R. Co. v. State, 85 O. S. 251 (1912). Prior to the amendment of this section and § 8767 (99 v. 589) a public common or landing could not be occupied with an elevated struc- ture, by an agreement under this section. Railroad Co. v. Cincinnati, 76 O. S. 481 (1907). See Cincinnati v. Railway, 9 N. P. n. s. 433; 20 L. D. 440 (1910): aff'd, 82 O. S. 466. Railway v. Cincinnati, 10 N. P. n. s. 649; 56 Bull. 317; aff’d, 88 O. S. 283; 12 N, P. n. s. 65; 22, L. D. 363. Power of municipality to lease dock to railroad company. See G. C. § 3699-1. White v. Cleveland, 14 C. C. n. s. 369; aff’d, no rep., 87 O. S. 482. Agreement for occupancy of street. By whom made. “Public officers or authorities.” County commis- sioners are “public authorities” having charge of roads outside of mu- nicipalities. Trust Co. v. Railway, 7 N. P. n. s. 497, 511 (Ct. of Ins. 1908). Megrue v. Commissioners, 15 C. C. 242; 8 C. D. 262 (1897). County commissiomers are not precluded by G. C. § 8896 from making an agreement permitting a railroad to cross highways above or below grade. Ritter v. Railway, 17 C. C. n. s. 4 (1908); aff’d, no rep. 83 O. 8S. 515. To be valid under G. C. § 2445 the contract should be entered on the minutes of the commissioners. But where such a contract has been fully performed on the part of the county the other party can not evade per- formance on the ground that such entry was not made. Commissioners v. Baltimore, etc., R. Co., 37 O. S. 205 (1881). The council of a municipality has authority to agree as to the use of its streets. Rockport v. Railway, 85 O. 8S. 73 (1911). __ Validity, A misnomer of the street in the ordinance will not inval- idate the contract where it is clear what street is intended. Gunning v. Railway, 2 N. P. n. s. 411; 14 L. D. 660 (1904). Provisions, terms and conditions. A restriction prohibiting the use of tracks during certain hours is valid and reasonable. G. C. § 8763 OHIO PRIVATE CORPORATIONS. 1216 Pittsburg, etc., Ry. Co. v. Hood, 94 Fed. 618 (C. C. A. 1899). Louisville Trust Co. v. Cincinnati, 76 Fed. 296; 10 O. F. D. 112 (C. C. A. 1896). A municipality has no power to prescribe the rates to be charged by a belt line for hauls over its entire line, less than 30 miles long, as a condition to granting a right of way over its streets for a part of its line. Such a provision in an ordinance is ultra vires and void. In an action by an individual claiming the benefit of such provision, the railroad com- pany is not estopped from setting up its ultra vires character as a de- fense. Brick Co. v. Trust Co., 187 Fed. 63 (C. C. A. 1911). Where permission to cross streets is granted on condition that the municipality may thereafter extend any streets across the tracks, free of damage and expense and without appropriation proceedings, the railroad company is estopped‘from denying the right of the municipality to extend streets. Chicago, ete., R. Co. v. Hamilton, 3 C. C. 455; 2 C. D. 259 (1888). In granting permission the public authorities may require a bond se- curing the repair and restoration of the street or highway. Megrue v. Commissioners, 15 C. C. 242; 8 C. D. 262 (1897). _ Permission to lay-one track in a street does not authorize an addi- tional track or switch. c Railroad Co. v. Hambleton, 40 O. S. 496 (1884). Varwig v. Railroad Co., 54 0. 8. 455 (1896). Chambers v. Railway, 5 C. C.n. s. 298; 17'C. D. 198; aff’d, 73 O. S. 348. Cleveland, etc., Co. v. Reeder, 6 GC. C. 354; 3 C. D. 489 (1892). Where the grade is specified in the agreement the railroad company can not subsequently change the grade. Railroad Co. v. Hambleton, 40 O. S. 496 (1884). Construction. Where a branch track was laid on an unfinished street, under an ambiguous ordinance, capable of two constructions, one that the track was laid to assist in making the street, and the other that the track was for general railroad use, the ordinance is not necessarily to be con- strued. strictly as against the grant of a franchise. Where later ordi- nances recognized the track as for general use, the rule of construction by conduct may be applied. Railway Co. v, Cincinnati, 16 W. L. B. 367 (Super. Ct. Cin, 1886; aff'd by Supreme Court without opinion). Breach of agreement. Liability. RAILROADS. G. C. § 8796 The power to mortgage income, conferred by this section, includes power to mortgage the property which produces the income. ~ Trust Co. v. Traction Co., 1060. S. 577, 615 (1922). Distribution of income on mortgage foreclosure. Ib. The income which railway corporations are authorized to pledge is their net income, not their gross earnings. It is therefore the right and duty of these companies to apply their earnings, first, to pay for all services rendered by laborers, agents and officers; for taxes, machinery, fuel, expenses of maintaining and operating their roads, and for liabili- ‘ties growing thereout. Second, to pay interest on mortgages. Third, to pay liens in the order of priority. Carey v. Pittsburg, etc., R. Co., 1 W. L. M. 338 (1859). See McCormack v. Central Ohio R. Co.,°3 W. L. G. 218 (1859). Darst v. Pittsburg, etc., R. Co., 4 W. L. G. 377 (1859). Railroad Co. v. Shoemaker, 3 C. C. 473; 2 C. D. 270 (1888). A court of equity, upon application of an income bondholder for himself and others, should take cognizance of the trust, and restrain the corporation from diverting the funds, to which alone he and his as- sociates may look for the payment of their interest. Shoemaker v. Dayton, etc., R. R. Co., 18 W. L. B. 438; 3 C. C. 473 (1887). Carey v. Pittsburg, etc., R. Co., 1 W. L. M. 338 (1859). See Darst v. Pittsburg, etc., R. Co., 4 W. L. G. 377 (1859). One lien may be put on the property after another until bonds are executed to the amount authorized and the power exhausted. See Coe v. Columbus R- R. Co., 10 O. S., 372, 400 (1859). Loan in excess of capital stock. See §§ 8705, 614-53. Railway companies have general power to issue bonds secured by mortgage and where such bonds are issued in excess of the amount al- lowed by law, there can be no recovery on the bonds against the indi- vidual stockholders and directors who caused the issue. Raymond v. Spring Grove, ete., Ry. Co., 21 W. L. B. 103 (1889). Estoppel to deny validity of issue. Where the stock of a railway company is irregularly increased, and bonds are issued based upon such increase in stock, both the corporation and the stockholders are estopped to deny the validity of the issue after they have acquiesced in the same for three years. Farmers Trust Co. v. Toledo, ete., Ry. Co., 67 Fed. 49; 9 O. F. D. 230 (1895). Kreisser. v. Ashtabula, etc, Co... 2 C. C. n. s. 597; 14 C. D. 313 (1901). Section 8795. (How mortgage or pledge made.) Such mortgage or pledge may be by a deed of mortgage or other instrument in writing, executed by the company, for the purpose of securing payment of money loaned to it, or the notes, bonds, or other evidences of indebtedness issued by the company, and may include both its personal and real property. (R. 8. Sec. 3288; February 9, 1858, 51 v. 332, § 1.) _ Section 8796. (Where mortgage recorded.) It shall be ‘Sufficient record of such mortgage or instrument, if it be ‘Yecorded in the office of the recorder of deeds in each G. C. § 8797. OHIO PRIVATE CORPORATIONS. 1248 county wherein the real or personal property therein de- scribed is situated or employed. So recorded, it shall be a ~ good and substantial len upon all of such property, from the date of its record in each of such counties. (R. S. See. 3289; February 9, 1853, 51 v. 332, § 2.) 4 The lien of all bonds, in the hands of bona fide holders, secured by . one mortgage, but issued at different times, dates from the recording of. the mortgage. Railway Co. v. Lynde, 55 O. S. 23 (1896); aff'd, 172 U. S. 493. See Bank v. Brotherton, 78 O. S. 173 (1908). A recorded mortgage given by a railroad company on its roadbed and other property, creates a lien whose priority can not be displaced thereafter either directly by a mortgage given by the company, or in- directly by a contract between the company and a third party for the — erection of buildings or other works of original construction. Toledo, ete., R. R. Co. v. Hamilton, 134 U. 8. 296; 6 O. F. D. 537 (1890). A creditor having been permitted to levy an execution upon a part of the personal property, including a portion acquired subsequently to — the date of both second and third mortgages, but this levy having been — made after the action to foreclose was brought, and while the property — was in the hands of a receiver appointed in the case, he is not entitled to a preference over the equitable second mortgage. Coe v. Columbus, etc., R. Co., 10 O. S. 372 (1859). F Where a mortgage is defective in its execution, and therefore void under our laws, it is good as against a subsequent mortgage which is — made subject to it. Coe v. Columbus, ete., R. Co., 10 O. S. 372 (1859). Section 8797. (Disposition of securities by directors.) The directors of the company may sell, negotiate, mortgage, or pledge its own bonds or notes, as well as notes, bonds, ~ scrip, or certificates for the payment of money or property which the company receives as donations, or in payment of subscriptions to the capital stock, or for other dues of the company, at such times and in such places, either within or without the state, and at such rates and for such prices, not less than seventy-five cents on the dollar, as, in their opin- ion will best advance its interests. If such notes or bonds are thus sold at a discount, without fraud, the sale shall be as valid in every respect, and the securities as binding — for the respective amounts thereof, as if they were sold at their par value. (R. S. See. 3290; December 15, 1852, 51 v. = 286, §1; March 14, 1876, 73 v. 25, § 5.) A pledge of bonds to secure a debt of less than 75% of their par is invalid to the extent of the excess. Trust Co. v. Railway, 211 Fed. 515 (D. ©. 1914), x Under a Wisconsin statute, corresponding in some respects tO — § 8797, it was held that bonds sold for less than 75% of par were — valid in the bands of bona fide purchasers without notice, who were — entitled to enforce them for the full amount. In re Footville Co. 229 Fed. 698 (C. OC. A. Wis. 1916) 1249 RAILROADS. G. C. § 8797 Character of transaction—sale or loan. The giving of a guaranty of bonds is to be looked to in determining whether the real transaction is a bona fide sale or a disguised loan. If a sale, the guaranty passes as an incident, and is, in equity, assignable to subsequent purchasers of the bonds. Bank of Ashland v. Jones, 16 O. S. 145 (1865). See Junction R. R. Co. v. Bank, 12 Wallace (U. S.) 226 (1870). When a transaction would otherwise be a sale by a railroad corpora- tion of its own bonds, the fact that their payment is guaranteed by the directors in their individual capacities does not necessarily make the transaction a loan. Bank of Ashland v. Jones, 16 O. S. 145 (1865). Effect on usury laws. In so far as §§ 8797 and 8794 permit railroad companies to borrow money at a rate of interest exceeding 8 percent, their effect is to exempt railroad companies from the general usury statute; and notes or lease warrants executed by a railroad company for deferred payments on equipment purchased conditionally, and which were payable monthly as rental, the title to the equipment to vest in the company on their full payment are not usurious, though their amount is greater than the stated value of the equipment with 8 percent interest until maturity, but not greater than would have been required if they had borne 7 percent interest, and had been discounted at 75 percent of par. Metropolitan Trust Co. v. Equipment Co., 108 Fed. 913; 13 O. F. D., 643; s. c., 93 Fed. 702. Where one contracted to perform certain services in the reorganization of a railway company, for which he was to receive certain amounts of bonds and stock ‘in the reorganized company, it being claimed that the bonds were issued for less than 75 percent of their par value, and were therefore void under this section; held, that the stock should be taken at its actual, and not at its par, value, in computing the amount received by the company for the bonds. Continental Trust Co. v. Toledo, ete., R. R. Co., 86 Fed. 929 (1898) ; 8. ¢., 95 Fed. 497 (1899); 82 Fed. 642 (1897). Before a sale of bonds can be declared invalid, as in contravention of the settled policy of the state where made, the repugnancy must be plain and substantial. The fact that bonds sold here bear a higher rate of interest than may be prescribed for similar bonds issued under the author- ity of this state, but which are authorized to be sold at any price, creates no repugnancy. Bank of Ashland v. Jones, 16 O. S. 145 (1865). A corporation having power to sell its bonds at less than par may exchange them for iron rails. Coe v. Columbus, ete., R. Co., 10 O. S. 372 (1859). Sale in foreign state. A corporation of a state, authorized to raise money by the sale of its bonds, may itself sell the bonds directly, either hae or without the state, and such transaction will not be regarded as a loan. Bank of Ashland v. Jones, 16 O. S. 145 (1865). Foreign corporations. The law of Ohio authorizing railroad com- panies to sell their own bonds and notes at such prices as they may deem expedient, is extended by comity to the companies of other states authorized to transact business in Ohio. Junction R. R. Co. v. Bank, 12 Wallace (U. 8.) 226 (1870). In McGregor v. Covington, ete., R. R. Co.. 1 Dis. 509 (1857), it was held that this section applies only to domestic corporations, and a sale of bonds by a foreign corporation at less than par is usurious. Aa in ee ial G. C. § 8799 OHIO PRIVATE CORPORATIONS. 1250 Authority of officers to sell bonds. See note to § 8705. Section 8798. (Securities sold to directors; when void.) All capital stock, bonds, notes, or other securities of such a company, purchased of it by a director thereof, either directly or indirectly, for less than par value, shall be null and void. (R. 8S. See. 3813; April 27, 1872, 69 v. 173, § 2.) This section applies only to stock securities, ete,, issued by a company of which the purchaser is a director. It does not apply to securities issued by one company and merely guaranteed by another company of which the purchaser is a director. Railway Co. v. Kleybolte, 80 O. S. 311 (1909); affirming 5 N. P. n. 8s. 586;:18 L. D. 141. The words “null and void” in this section are used in the sense of “voidable.” Toledo, ete., R. Co. v. Continental Trust Co., 95 Fed. 497; 13 O. F D. 86 (C. C. A. 1899). This section applies only to original sales, and does not apply to a subsequent purchase by a director from the original purchaser, although the original sale was for less than par. Toldeo, ete., R. Co. v. Continental Trust Co., 95 Fed. 497; 13 O. F. D. 86 (C. C. A. 1899). Continental Trust Co. v. Toledo, ete., R. Co., 86 Fed. 929 (1898). The issue of bonds to a syndicate of which the directors are members, for less than par, is in violation of this section. Union Trust Co. v. Railway, 17 W. L. B. 176 (1887). But such bonds are valid in the hands of bona fide purchasers. Union Trust Co. v. Railway, 17 W. L. B. 176 (1887) Railway Co. v. Lynde, 55 O. S. 23 (1896). And the bona fide purehaser of such bonds is entitled to a lien under the mortgage. Railway Co. v. Lynde, 55 O. S. 23 (1896). Contra, Union Trust Co. v. Railway, 17 W. L. B. 176 (1887). Where bonds have been purchased by a director for less than par, and — the company has paid interest regularly for a long time, it can’ not re- ee the transaction without returning to the director the consideration — paid. Shoemaker vy. Dayton, ete., R. R. Co., 19 W. L. B: 322 (1888). Duty of directors, It is the duty of directors to use their best efforts to advance the value of the stock of their company, to restore, if lost, confidence therein, and to advise holders of the stock. of its real value; and not by combinations and arrangements place themselves in a position — of using their superior knowledge of its value to depress such value and © purchase large quantities of stock at prices far below its real value. r Cincinnati, ete., R. Co. vy. Duckworth, 2 C. C. 518; 1 C. D. 618 (1887). Section 8799. (Narrow-gauge railroad may issue second — mortgage bonds.) A railroad company having a gauge not | exceeding three feet, known as a narrow-gauge road, incor- — porated under the laws of this state, having at least fifty miles of completed road, and not exceeding six thousand — dollars per mile of first mortgage bonds issued for each mile — 1251 : RAILROADS. G. C. § 8892 completed, for the purpose of funding its floating debt, or for the completion of its unfinished proposed line of road, or for the purchase of rolling stock, or for the erection of repair shops, or for the purchase of supplies necessary for the operation of such road, or for any or all of such pur- poses, is authorized to issue its second mortgage bonds, bear- ing a rate of interest not exceeding seven per cent per an- num, secured by a second mortgage upon its entire property, real and personal, and its franchise, for a sum not exceed- ing two-thirds the amount of its authorized capital stock, and sell them at such time and places within or without the state, and at such rate as the directors of the company deem for its best interest. (77 v. 164, §1; April 10, 1880; R. S. Sec. 3286-1.) Section 8800. (How bonds and mortgage authorized.) Such issue of bonds and mortgage must be authorized by a vote, either in person or by proxy, of a majority of the holders of paid up stock. But previous to taking such vote thirty days’ notice shall be given to the stockholders of the company, by publication in a newspaper of general circula- tion in each and every county through which the line of road is operated. (77 v. 164, §1; April 10, 1880; R. S. See. 3286-1.) Section 8801. (When company may borrow money.) Wagan § 8887 Damage claims may be settled and paid without judicial determination of their amount. Ib. A provision in an ordinance that the municipality shall not settle damage claims without the consent of the railroad company does not ren- der the ordinance invalid. Jb. : Where a subway is constructed under the track immediately adjoining _ the highway, which is not vacated except at the grade crossing, and a cul de sac thus formed between the tracks and the entrance to the sub- way, whereby travel was diverted from the cul de sac, the owner of a business property, abutting on the cul de sac, may recover damages caused by the depreciation in value. Schimmelmann v. Railway Co., 83 O. S. 356 (1911). An owner of property abutting on the railroad is not entitled to damages resulting from inability to connect with the railroad by a switch as he had done prior to the improvement. Pratt v. Cleveland, 191 Fed. 65 (C. C. 1908). Where the vacation of a street, the appropriation of land for a street adjacent thereto (and between the vacated street and the theretofore abutting lands) and the. appropriation of the vacated street for a railroad above grade, are contemporaneous and simul- taneous transactions, the land abuts upon the vacated street for the purpose of fixing the compensation and damages of the owner. Port Clinton v. Fall, 99 O. S. 153 (1919). Damages can not be recovered fox less convenient means of ingress and egress, where the same inconvenience is suffered by the general public, although in less degree. Schmidt v. Cleveland, 1 Ohio App. 264; 15 CG. ©. n. s. 589; 24 C. D. 7 (1913); aff’d, no rep. 91 O. S. 410. Kinnear Mfg. Co. v. Beatty, 65 0. S. 264 (1901). See note to § 8765. Damages for change of grade may be recovered by an abutting owner. Lewis v. Douglass, 12 Ohio App. 386; 31 O. CG. A. 13 (1919): Section 8886. (Payment of railroad company’s propor- tion of cost.) The council of such municipality, may by ordinance prescribe the manner and time or times of pay- ment by such railroad company or companies of the propor- tion of the cost of such improvement which the railroad com- pany or companies shall be required to pay. (April 2, 1906, 98 v. 191, § 3; May 2, 1902, 95 v. 356, § 3; R. 8. See. 3337-17c.) Section 8887. (Height of viaduct.) Any way, crossing or viaduct so constructed over a railroad track or tracks in any municipality shall be of such height as not to be of less than twenty-one feet in the clear from the top surface of the rails in the railroad track to the lowest point or projec- tion of such overhead way, crossing or viaduct, unless such company consents to, or the common pleas court orders a less height. But in no event shall such court order a less height than sixteen feet and three inches. (March 28, 1909, 100 v. 80, §4; May 2, 1902, 95 v. 356, §4; R. S. See. 3337-174.) See § 8903. G. C. § 8890 OHIO PRIVATE CORPORATIONS. . 1304 Section 8888. (How necessary land acquired.) The land or property required to make alterations in the street, road, alley or other way or any right, title or interest in a public street, alley or other way, required for the erection of piers or supports in any municipality, necessitated by the pro- posed improvement, shall be purchased or appropriated by the municipality or company after the manner provided by law for the appropriation of private property for publie use. The land or property required to make any alteration in a railroad or railroads or any right, title or interest in a public street, road, alley or way required to permit the erection of piers or supports in any municipality, and structure necessitated by the proposed improvements, shall be purchased or appropriated by the railroad company or companies after the manner provided for the appropriation of private property by such corporation. But the municipal- ity shall not appropriate land held or owned by a railroad company and necessary for the use of the company in main- taining and operating this road.. (May 2, 1913, 103 vy. 269; March 238, 1909, 100 v. 80, §5; May 2, 1902, 95 v. 356, § 5; R. S. See. 3337-17e.) See note to § 8885. The right to the circulation of air, passage of light and an un- obstructed view over a street, together with the relative harmony of the street with the abutting lots, is an incorporeal hereditament and is property within the meaning of this section. Port Clinton v. Fall, 99 O. S. 153 (1919). Property may be appropriated by a municipality for the purpose of opening a new street from a railroad depot near the crossing to the crossing at its higher level. Morrison v. Cleveland, 17 C. C. n. s. 427. (1911). Section 8889. (Cost of maintenance.) After the comple- tion of the work the crossings and approaches shall be kept in repair as follows: When the public way crosses a rail- road by an overhead bridge, the cost of maintenance must be borne by the municipality. When the public way passes under the railroad, the bridge and its abutments shall be kept and maintained by the railroad company, and the pub- lic way and its approaches be maintained and kept in repair by the municipality in which they are situated. (May 2, 1902, 95 v. 359, §6; R. S. See. 3337-17f.) Section 8890. (Bond issue. Application of law.) For the purpose of raising the money to pay the proportion of the cost of such improvement payable by the municipality, the bonds of the municipality may be issued in the necessary — amount and shall be of such denomination and payable at var oi 1305 © - RAILROADS. ~ G.C. § 8892 such place and times as the council determines, and bear in- terest not exceeding six per cent per annum, and shall not be sold for less than par value. This act and the sections of the General Code as hereby amended [G. C. §§ 8870 and 8890] shall apply to all pending proceedings for the issuance of bonds to defray the cost of eliminating grade crossings, and shall apply to any bonds which have heretofore been authorized but remain unsold. (109 v. 530; 103 v. 269; 100 v. 80,.87; 95 v. 359, §7; R. S. Sec. 3337-17¢.) Where the cost will raise the net indebtedness of the municipality beyond the limit authorized by statute, bonds can not be issued without the approval of the electorate. Cleveland v. Cleveland, 7 N. P. n. s, 249 (1907); aff’d, 76 O. S. 594. Bonds of municipalities issued to abolish grade crossings are subject to G. C. § 3940 et seq. Cleveland v. Cleveland, 16 C. C. n. s. 471 (1913); aff’d, no rep. 76 O. 8. 594. Section 8891. (Tax levy.) A tax on the taxable property of the municipality in addition to all other levies now al- lowed by law may be levied to pay the principal and interest of such bonds as they mature. After completion of the im- provement, a tax in addition to all other levies allowed by law may be levied by the municipality to pay the cost of maintaining and keeping in repair that part of the work required to be maintained and kept in repair by the munici- pality. (March 23, 1909, 100 v. 80, §7; May 2, 1902, 95 v. 399, §7; R. S. See. 3337-17¢.) Section 8892. (Street railway company to bear share of expense.) In case the track or tracks of any street railway company or companies within the limits of a municipality where the improvements hereinbefore authorized are made, cross at grade or otherwise a public street or the right of way of any railroad company or companies at a point where, under the plans and specifications above provided for, it has been determined to construct such improvements, the munic- ipality by ordinance may require such street railway com- pany or companies to bear a reasonable proportion of the cost assumed by it, in making the improvement, not exceed- ing one-half the portion payable by the municipality; and it shall have a right of action against such street railway company or companies for that part of the cost which the ordinance requires it or them to bear. Such part of the cost also shall be a lien upon all the property, real and per- sonal, of such company or companies situated in the same county with the municipality from and after the date of G. C. § 8895 OHIO PRIVATE CORPORATIONS. 1306 the passage of such ordinance. (April 2, 1906, 98 v. 192, §8; May 2, 1902, 95 v. 359, §8; R. 8. See. 3337-17h.) See State v. Amlin, 1 N. P. n. s. 517; 14 L. D. 113 (1903); aff'd, 74 O. S. 417. Sections 8892-8894 are constitutional. Traction Co. v. Akron, 23 C. C..n. s. 497 (1912) ;, aff’d, 91 0, 8., 382. Where the municipality and street railway company are unable to agree upon the apportionment of the cost, the municipality may, by ordinance, fix the amount to be paid by the company, but, in an action to recover the same, recovery will be for only such amount as the jury shall determine to be a reasonable share of the cost. Trac- tion Co. v. Akron, 23 C. C. n. s. 497; 26 C. D. 644 (1912); aff’d, 91 O. S. 382. See Cincinnati v. Traction Co., 25 C. C. n. s. 513 (1916); dis- missed by supreme court, 96 O. S. 602. A street railway franchise exempting the company from payment of any part of future elimination of grade crossings is invalid. Car- penter v. Traction Co., 13 N. P. n. s. 81; 23 L. D. 588 (1912); s. ¢, 88 O. S. 625. Section 8893. (Time and manner of payment of propor- tion.) The council of such municipality may by ordinance provide the mode and time or times of payment for the pro- portion of the cost of such improvement to be borne by such street railway company or companies. (April 2, 1906, 98 v. 192, §8; May 2, 1902, 95 v. 859, § 8; R. S. Sec. 3337-17h.) Section 8894, (Repairs.) Such street railway company or companies shall keep in repair at its or their own expense all tracks affected by such improvement and all construction work of whatever character, necessary to support such tracks. (April 2, 1906, 98 v. 192, §8; May 2, 1902, 95 v. 359, §8; R. S. See. 3337-17h.) Section 8895. (Crossings to be above or below grade.) Except as hereinafter provided, all crossings, hereafter con- structed, whether of highways by railroads, or of railroads by highways, shall be above or below the grade thereof. (April 25, 1904, 97 v. 546, §1; R. S. Sec. 3337-17j.) This act (§ 8895 et seq.) does not apply to interurban railways. Commissioners v. Traction Co., 75 O. S. 548 (1907). In re Avon Beach, ete., R. Co., 3 N. P. n. s. 561; 16 L. D. 87 (1905). This act does not authorize a municipality to grant to a railroad company the right to occupy a public common or landing with an elevated . railroad structure. Railroad Co, v. Cincinnati, 76 O. S. 481 (1907). Until an order of the common pleas court is made under § 8899, a municipality may be enjoined from opening a street across tracks at grade. Railroad v. Lima, 89 O. 8. 442 (1913). This section does not preclude county commissioners from making an agreement, authorized by G. ©. § 8763, permitting a railroad to cross highways above or below grade. Ritter v. Railway, 17 C. C. n. s. 4 (1908); reversing, 6 N. P. n. sg, 161; 18 L. D. 846. 1307 RAILROADS. G. C. § 8897 Private rights of way are not ‘‘highways’’ under this section. Railroad Co. v. Realty Co., 92 O. 8. 96 (1915). Section 8896. (Railroad crossings.) Every railroad com- pany building a new line of road, under its charter powers, across a highway, shall construct it above or below the grade of the highway, unless in the manner hereinafter provided, allowed to build it at grade. Such company may exercise the power contained in its charter and the general laws, for altering the grade and location of highways in order to avoid grade crossings. (April 25, 1904, 97 v. 546, §2; R. S. See. 3337-17k.) The words ‘‘general laws’’ in this section permit a resort to § 8763. Ritter v. Railway, 17 C. C. n. s. 4 (1908); reversing, 6 N. P. n. s. 161; 18 L. D. 846. Section 8897. (Highway crossings.) Every municipality or other authority hereafter building a highway across an existing railroad, shall construct it above or below the gerade thereof, unless in the manner hereinafter provided allowed to build at grade. The cost of such work shall be paid, thirty-five per cent. by such municipality or other authority, and sixty-five per cent. by the company owning the railroad. The word ‘‘railroad”’ shall include interurban railroads and the words ‘‘railroad company’’ shall include interurban railroad companies engaged in the operation of cars by elee- tricity or other lawful motive power which said companies may adopt or use. The method o1 procedure for the con struction of such highway and the manner of construction thereof shall be governed by the statutes regulating the abolition of grade crossings. (May 3, 1913, 103 v. 502 ; April 25, 1904, 97 v. 546, §3; R. S. See. 3337-171.) The grade crossing act is constitutional. Railroad v. Martins Ferry, 92 O. 8. 157 (1915); Railway v. Cincinnati, 93 O. 8. 496, 497 (1915); affirming, 4 Ohio App. 443; 23 C. C. n. 5s, 289. Where'a railroad company has acquired entire control of the privi- leges, tracks and property and assumed the liabilities of another company, both companies are liable for the share of the cost imposed on the railroad. Cincinnati v. Railway, 4 Ohio App. 4433) 23°06. &C. n. s. 289 (1915); affirmed, 93 O. S. 496, 497. The grade crossing act (§ 8897 et seq.) did not repeal or modify § 3677, and appropriation proceedings therein authorized can not pro- ceed until it is judicially determined that the appropriation will not unnecessarily interfere with the reasonable use of the property to be erossed by the street. The court of common pleas may, in one pro- ceeding, hear and determine all questions under §§3677 and 8899. Railroad v. Martins Ferry, 92 O. S. 158 (1915). A certificate from the auditor, under G. C. § 3806, that money to meet the expenditure is in the municipal treasury to the credit of the fund, and not otherwise apropriated, is not required to validate a contract G. C. § 8899 OHIO PRIVATE CORPORATIONS. 1308 or obligation of the municipality to pay its share of the cost of elimina- tion of grade crossings. Cincinnati v. Waite, 12 N. P. n. s. 633 (1912). Section 8898. (Grade crossings.) When it is desired by a railroad company constructing a new railroad, or in chang- ing or in altering the location of one heretofore constructed, or by any municipality or authority constructing a new high- way that the railroad or highway should be go constructed that the railroad and highway will cross each other at the same grade or if it is desired to divert, change or alter an existing public highway, a petition shall be presented by the party desiring such construction or diversion, to the com- mon pleas court of the county within which the crossing or diversion is situated, and if it is a highway asking for the right to cross a railroad, the railroad company shall be the defendant. If it is a railroad company asking for the right to cross a highway, or divert, change or alter any existing public highway, in a municipality, such municipality shall be the defendant. If outside the municipality, the trustees of the township and the board of county commissioners of the county shall be the defendants. Summons shall be served and the rule days and the rights of the defendants to plead shall be the same as in civil actions in such court. (April 25, 1904, 97 v. 546, § 4; April 3, 1908, 99 v. 58, §4; BR. S. See. 3337-17m.) Section 8899. (Petition, what to contain.) Such petition shall set forth the reasons that are supposed to make such change or alteration necessary or desirable; and the court of common pleas thereupon shall have the jurisdiction of the parties and the Subject matter of the petition, and may pro- ceed to examine the matter, either by evidence, by reference to a master commissioner or otherwise. If satisfied that such construction is reasonably required to accommodate the public, or to avoid excessive expense, in view of the small amount of traffic on the highway or railroad, and consider- ing the future uses to which the highway may be adapted, or in view of the difficulties of other methods of construc- tion, or for other good and sufficient reasons, the court shall make an order or orders permitting such crossing at a grade or diversion to be established. In such order, or orders, in its discretion, the court may prescribe that gates, signals, watchmen, or other safeguards shall be maintained by the railroad company, in addition to the signals and safeguards prescribed by statute, and all such orders shall be binding upon the parties and be observed by them. (April 25, 1904, 1309 RAILROADS. G. C. § 8902 g7 v. 546, §4; April 3, 1908, 99 v. 58, §4; R. S. See. 3337- 17m.) This.section is constitutional. Railway Co. v. Akron, 18 C. C. n. s. 250 (1909). The court may grant permission to cross at grade, conditional upon the acquirement by the railroad company, by agreement or condemnation, of the right to do so. Such agreement or condemnation need not precede the order of the court under this section. In re Avon Beach, etc., R. Co., 3 N. P. n. 8. 561; 16 L. D. 87 (C. P. 1905). A municipality may be enjoined from constructing or opening a highway across tracks at grade until an order of court is obtained under this section. Railway v. Lima, 89 O. S. 442 (1913). An order permitting a municipality to cross at grade is within the discretion of the common pleas court, and will, ordinarily, be re- versed only for abuse of discretion. Railway v. Lakewood, 18 C. C. n, s. 521 (1911). An order of the court of common pleas under this section must be obtained before a proceeding will lie to appropriate the use of a street at grade. A petition for appropriation which does not allege such an order is subject to a motion to make definite and certain. Railway v. East Liverpool, 10 N. P. n. s. 157; 55 O. L. B. 173 (Pr. Cr. 1909). See Toledo v. Railway Co., 9 C. C. n. 8. 399; 19 C. D. 658 (1907); aff’d, 78 O. S. 429. In re Avon Beach, ete., R. Co., 3 N. P. n. s. 561; 16 Ly. Di 87; (C. P. 1905). Section 8900. (Costs and expenses.) All costs and ex- penses of the proceedings shall be ascertained and allowed by the court of common pleas and be paid by such party as it decides; or by it apportioned between the parties, and may be collected by execution out of such court. (April 25, 1904, 97 v. 546, §4; April 3, 1908, 99 v. 98, § 4; R. S. See. 3337-17m.) Section $901. (Appeals.) Appeals may be taken and error prosecuted from the decision of the common pleas court to the court of appeals in such proceedings, as in civil actions. The decision of that court shall be final and conclu- sive. In both the common pleas court and court of appeals proceedings brought hereunder shall be advanced over other civil causes. (May 6, 1918, 103 v. 425; April 20, 1904, 97 vy. 546, §4; April 8, 1908, 99 v. 58, § 4; R. S. See. 3337-17m.) Section 8902. (Additional tracks and switches.) Noth- ing in sections eighty-eight hundred and ninety-five to eighty- nine hundred and one both inclusive, shall prevent a railroad company from laying additional tracks at previously exist- ing crossings, or from constructing switches, sidings and branch lines from their lines of road to a mill, factory, or G. C. § 8903 OHIO PRIVATE CORPORATIONS. 1310 other manufacturing establishment, or other industrial plant, or an elevator, wharf or pier, or gravel, marl, or clay bed, or any mine, or from laying additional track to increase their yard facilities at terminal or other points across pub- lic highways at the grade thereof. Such signposts and sig- nals shall be employed for the protection of such crossings as are by law prescribed for railroad crossings of public highways. (April 25, 1904, 97 v. 547, §6; R. S. See. 3337- 170.) Under this section a track may be built to several mills, factories, etc., and over several streets. This section does not limit the con- struction of a track over a single street to a single mill, factory, ete. Cincinnati v. Railway, 15 N. P. n. s. 219 (1912); aff’d, no rep. 89 O. S. 416. A spur track 3,200 feet long, from which numerous private sid- ings will branch off to neighboring factories is not a new line of railway, and may be authorized by the council, under this section. Cincinnati v. Railway, 15 N. P. n.'s. 219 (1912); aff’d, no rep. 89 O. 8S. 416. : See State v. Toledo, ete. Co., 1 C. C. n. 8. 5138; 14.0. D. 321 (1903) ; aff’d, 69 O..S. 550. State v. Railroad Co., 40 O. S. 504 (1884). State v. Railroad Co., 50 O. S. 239 (1893). Reeves v. Treasurer of Wood County, 8 0. 8S. 333 (1858). A crossing by a spur track leading to factories, commercial houses and docks, is within the exception as to tracks for increasing “yard facili- ties at terminal or other points” and such crossing may be at grade. Toledo v. Railroad Co., 9 C. C. n. s. 399; 19 C. D. 658 (1907); aff’d, - 78 O. S. 429. In an action brought in the court of common pleas to enjoin the lay- ing of a crossing at grade, under a judgment of the probate court, it is error to exclude testimony offered to show that the crossing is within- the exception of this section. Toledo v. Railroad Co., 9 C. C. n. 8. 399; 19 C. D. 658 (1907); aff’d, 78 O. S. 429, _ Section 8903. (Height of over railroads.) Except cases in which the state railroad commission finds that such con- struction is impracticable, bridges, viaducts, overhead road- ways, foot-bridges, wire or other structure hereafter built over the track or tracks of a railroad or railroads, by a county, municipality, township, railroad company, other corporation or person, shall be not less than twenty-one feet in the clear from the top of the rails of such track or tracks, to such wire or other structure or to the bottom of the lowest sill, girder or crossbeam, and the lowest down- ward projection on the bridge, viaduct, overhead roadway or foot-bridge. (April 16, 1900, 94 v. 297, §1; May 21, 1894, 91 v. 365; R..S. See. 3337-18.) See § 8887. Penalty for violation. See § 12546. 1311 RAILROADS. G. C. § 8905 The jurisdiction of the utilities commission extends to regulating the overhead structures in city street railroad crossings, independent of any interlocking device connected therewith. Opin. Atty. Gen., 39 W. L. B. 115 (1898). Duty of railroad to employes. Lake Shore, ete., Ry. Co. v. Shook, 16 C. C. 665; 9 C. D. 9 (1895). In the absence of a statute requiring it, or of evidence showing that it is usual, a railroad company is not required to construct its bridges so as to permit a person to stand upon them in safety while a train is passing. Erie R Co. v. McCormick, 69 O. S. 45 (1903). Power to close bridge for repairs. Where it is the duty of a rail- road company to erect and maintain a bridge in a street under which its road is passing, and such bridge becomes dangerous and out of repair, the company has the same right as the city to close the bridge for repairs, although it constitutes part of the public street. Toledo, etc.. Ry. Co. v. Mammet, 13 C. C. 591; s. «, 6 C. D. 244 (1895). : Duty to maintain bridge. Although there may be some doubt as to the original liability of a company to build a bridge across its road, if it in fact builds a bridge and maintains it for forty years, it will be held liable to continue to maintain the same. Toledo v. Lake Shore, etc., Ry. Co., 17 C. C. 265; 9 C. D. 185 (1893). Bridges over right of way—removal by municipal authorities. Where a railroad is constructed in a cut across a highway, and the high- way is restored by bridging across, such bridge constitutes a part of the highway and may be removed, when the council deem it necessary for the public convenience to make the crossing at grade. Railroad Co. v. Defiance, 52 O. S. 262 (1895); aff’d, 167 U. S. 88. Low bridge over highway—remedy. Where an injunction is asked to restrain a railroad from building a bridge over a turnpike which would leave only a space between the surface of the road and the bridge not sufficient for the purposes of the public using such road, and it appears that much work has been done in building such bridge before objection was made, and that the cost of raising such bridge would involve a heavy expense, and that the difficulty could be remedied at much less expense and trouble by lowering the surface of the road at the point in question, the court will order that the latter be done at the expense of the railroad company. Nek el Co. v. Railroad Co., 15 C. C. 268; 8 C. D. 269 (1897). Section 8904. (Exceptions.) The exception in the next preceding section shall not apply to the structures therein named when built over the main tracks of railroads; and in cases wherein it is allowed, the railroad commission shall file in its office a written statement of the facts upon which it relied in finding the required construction impracticable. (April 16, 1900, 94 v. 297, §1; May 21, 1894, 91 v. 365; R. S. Sec. 3337-18.) Section 8905. (Costs.) In case of the rebuilding of bridges or the other structures above provided for, if the G. C. § 8907 OHIO PRIVATE CORPORATIONS. 1312 structure is at or in line with a public street or highway, and a cross-street or streets, the cost of making such streets. or highways conform to a new grade, with all damages to owners of property abutting thereon because of such change, shall be determined and paid, as follows: The railroad com- pany or its assigns shall pay all costs or damages resulting from the raising or building of its bridges or structures in the line of a street or highway at a greater height than heretofore was required. If such company is only part owner of such structure it shall pay its proportionate share of the cost of such change in grade and damages. Should a railroad company, or its assigns, hereafter raise the grade of its track or tracks under any of such structures not owned by it, thereby causing a bridge or structure to be put, at a higher grade when rebuilt, the company shall pay all costs and damages thereby made.necessary. (April 16, 1900, 94 v. 297, §1; May 21, 1894, 91 v. 365; R. S. Sec. 3337- 18.) ‘Said structures’’ refer to § 8903 and not to structures erected under § 8834. Railway v. Railway, 18 N. P. n. s, 289 (1915). Section 8906. (Plans and Specifications to be filed with railroad commission.) Every railroad company, public or private corporation, or person building or permitting to be built, any such bridge, viaduct, overhead roadway, foot bridge, wire and other structure, before proceeding there- with, shall file with the state railroad commission, plans and specifications therefor, and have. its permit for the erection of such structure or wire. (May 21, 1894, 91 v. 366, § 2; R. S. See. 3337-19.) _ Section 8907. (How enforced.) Observance of the pro- visions of the four next preceding sections may be enforced by an injunction on complaint of any person, corporation or board interested therein. (May 21, 1894, 91 vy. 366, §2; R. S. See. 3337-19.) Penalty for violation. See § 12546. ay 1313 RAILROADS. G. C. § 8908 CHAPTER 3. DRAINAGE AND FENCES. Drainage. § 8914. Cattle-guards and cross- ings. §8908. Waterways must be pro- § 8915. Temporary crossings. vided. § 8916. Land owner may construct § 8909. Proceedings to enforce fence at company’s exX- company to provide a pense. : waterway. § 8917. Owner may repair fence. § 8910. When probate judge may § 8918. When preceding sections do let work. not apply. : §§911. Sale of work and proceed- § 8919. When company may build fence at, landowner’s exX- ings. §8912. Fees of officers. pense. ’ § 8920. Forfeitures for not con- structing and _ repairing Fences. fences. § 8921. Right to use culvert, etc., §8913. Fences. for cattle-way. DRAINAGE. Section 8908. (Waterways must be provided.) Except where the road-bed of a railroad extends through or by swamp land, the company or person operating the road shall made and keep open ditches,or drains along such road-bed of depth, width, and grade sufficient to conduct water accumulating at the sides of the road-bed from the building or operation of the road, to some proper outlet. (R. S. See. 3342; May 7, 1869, 66 v. 335, § 1.) _. This section is valid in so far as the accumulation of water is in- jurious to the contiguous lands, or detrimental to the public, but invalid where such water is not injurious to such lands or the public. Railroad Co. v. Keith, 67 O. 8. 279 (1902); reversing 21 C. C. 669. Railway Co. v. Eby, 67 O. S. 552 (1903). Only the company owning the railroad, and not the lessees thereof, can be subjected to ditch assessments. Baltimore, etc., R. Co. v. Pausch, 35 W. L. B. 1 (1896). Agreement to maintain ditch. Where a county ditch was constructed over and along the ditch which a railroad company had agreed to open and maintain along the right of way granted by the plaintiff, under a contract made when the grant was made, the railroad company was re- leased from further obligation. Railway Co. v. Henry, 14 C. C. n. s. 97 (1910). In an action for damages against the railroad company for failure to maintain such ditch, the question of whether the construction of the county ditch, with the consent of plaintiff, had not carried a large amount of water which did not naturally flow there should be submitted to the jury. Railway Co. y. Henry, 14 C. C. n. s, 97 (1910). Under an agreement to maintain a culvert and crossings necessary to enable the parties “to reasonably occupy their lands, to carry off sur- plus water,” etc.; and to keep open on the hillside of the road a sufficient drain “for the discharge of the drainage,” the company was held liable G. C. § 8909 OHIO PRIVATE CORPORATIONS. 1314 for damages caused by an obstruction of a lower drain through which the drainage of such parties was discharged. Madden v. Railway Co., 36 O. S. 46 (1880). Specific performance of a contract for the maintenance of a waterway may be decreed against the railway company. Bell v. Railroad Co., 3 C. C. 31; 2 C. D. 19 (1887). An agreement can not be rescinded on the ground of instifficient consideration where two suits, for damages, were brought thereon by the party seeking rescission and recovery was had in one suit and denied in the other suit. Forsythe v. Railway, 88 O. 8, 514 (1913). Liability for damages by flood waters. Damages for injury to land by flood waters can not be recovered from a railroad company where the flood was unprecedented, and other causes to produce the injury inter-. vened. , B. & O. R. Co. v. Simpson, 12 C. C. n. s. 185 (1906). An owner of land, abutting on a river, through which a creek flows and empties into the river, may, as against proprietors on the opposite side of the river, change the channel and mouth of the creek upon his own land and for his own protection or convenience, if, in so doing, he exer- cises reasonable care not to injure the rights of others. Railroad Co. v. Carr, 38 O. S. 448 (1882). If the opposite bank of the river be subject to inundation and over- flow in case of unusual but not unprecedented floods in the river, such change in the mouth of the creek can not be made if increased danger of inundation and overflow on the opposite bank of the river might be an- ticipated, in the exercise of ordinary care and prudence. Railroad Co. v. Carr, 38 0. S. 448 (1882). Where such change is made without fault or carelessness, and a levee on the opposite bank is broken or washed away by an unusual, but not. unprecedented flood, whereby the crops growing on adjacent lands are destroyed, it is damnum sine injuria, notwithstanding a sandbar in the river at the new mouth of the creek may have contributed to the damage. Railroad Oo. v. Carr, 38 0. S. 448 (1882). Where , a. railroad company constructed an embankment contain- ing sufficient culverts to take care of the drainage, and the munici- pality subsequently constructed’ a cross embankment dividing the basin into two parts, leaving one part with insufficient drainage and Without constructing culverts in the cross embankment, the railroad company is not liable to the municipality for injuries caused by in- sufficient drainage. of. the part so cut off. Cincinnati. v. Railway, 1 Ohio App. 461; 17 ©. C. n. gs. 137 (1913); aff’d, no rep. 92 O. S. 510. ; Liability for assessments for county ditch. A railroad company may enjoin the levy of an assessment against its right of way for a county ditch, where the right of way has sufficient drainage and the county diteh would be of no benefit. . Railway v. Commissioners, 15 C. C. n: s. 236 (1912). _ Section 8909. (Proceedings to enforce company to pro- vide a waterway.) After ten days’ notice or request to a ticket or other agent of the company or person operating — a railroad, to provide such drain or ditch, preferred by a person authorized to institute the proceedings hereinafter provided for, if the requirements of the foregoing. section are not complied with, any owner or tenant of land con- — 1815 RAILROADS. G. C. § 8911 tiguous to such railroad aggrieved by such neglect may give notice of the fact, in writing, to the probate judge of the county in which it occurs designating therein the place or places on such road where drains or ditches have not been made. Upon receipt of such notice the probate judge shall appoint a commission, of three disinterested free- holders of such county, who with the county surveyor, shall proceed to the places designated in the notice, and, if upon inspection, it is found that such requirements are not com- plied with, the commission or a majority thereof, shall re- port the fact to the judge who shall keep a record of such proceedings. He also shall designate a time within which such ditches or drains shall be made or opened and forth- with notify the company or person operating such road, in writing, whose duty it shall be to make or open such ditches or drains within the time specified. (R. S. Sec. 3343; May 7, 1869, 66 v. 335, § 2.) This section was heJd unconstitutional in Railroad Co. v. Keith, 67 O. S. 279 (1902) ; reversing 21 C. C. 669. Section 8910. (When probate judge may let work.) If ‘such company or person neglects to comply with the notifi- cation of the probate judge, he shall forthwith give notice that the work of making or opening the ditches or drains will be let to the lowest bidder at the time and place desig- nated in the advertisement. Such advertisement shall be for three consecutive weeks, in one or more of the weekly newspapers published in such county. (R. 8S. Sec. 3344; May 7, 1869, 66 v. 335, § 3.) This section was held unconstitutional in Railroad Co. v. Keith, 67 O. S. 279 (1902); reversing 21 C. C. 669. _ Section 8911. (Sale of work and proceedings.) At the time and place so specified, such judge shall sell the job or jobs of making or opening such ditches or drains to the lowest bidder, and take from him a sufficient bond, with surety, for the performance thereof. Upon its completion to his satisfaction, he shall give the bidder a certificate therefor, stating the amount due for the work. On its presentation to the auditor of the county, he forthwith shall place the amount so certified upon the county tax duplicate, against the company, together with all. costs and expenses for inspection by the commission and surveyor, notices, ad- vertisements, sale of work, making contract therefor, ap- proval of the work, and other costs, and interest on the amount certified to be due, from the time the work is ap- G. C. § 8913 OHIO PRIVATE CORPORATIONS. 1316 proved until the amount can be collected by the county treasurer. Such tax shall be collected as other taxes, and be paid to the persons entitled thereto on the warrant of the auditor on the treasurer. (R. 8. Sec. 3345; May 7, 1869, 66 v. 335, § 4.) This section was held unconstitutional in Railroad Co. v. Keith, 67 O. S. 279 (1902); reversing 21 ©. C. 669. Section 8912. (Fees of officers.) The probate judge, commissioners, and surveyor shall be paid for their services such costs, fees and expenses as are provided by law for costs, fees, and expenses of county commissioners and others under proceedings relating to ditches. .(R. S. Sec. 3346; May 7,'1869,.66 v. 385, $5.) This section was held unconstitutional in Railroad Co. v. Keith, 67 O. S. 279 (1902); reversing 21 C. C. 669. FENCES. Section 8913. (Fences.) A company or person having control or management of a railroad shall construct and maintain in good repair on each side of such road, along the line of the lands of the company Owning or operating it, a fence sufficient to turn stock. When such fence is con- structed of barbed wire, or separate lateral strands not con- nected by interwoven wire, or cross perpendicular wire not more than fifteen inches apart, there shall be securely fas- tened to the posts, at the top thereof, at right angles there- to, at least one board, not less than one and one-eighth inches thick and five inches wide, and extending the entire length thereof. (R. S. Sec. 3324; April 3, 1908, 99 v. 58; May 18, 1894, 91 v. 297; April 8, 1891, 88 v. 295; April 20, 1887, 78 v. 199; R. S. 1880; April 18, 1874, 71 v. 85, §-1.) _ Section 8913 to 8915 are constitutional, founded on a sound, public policy, and equally obligatory on railroad companies whether organized under charters granted prior or laws enacted since the constitution of 1851 went into effect. Railroad Co. v. Infirmary, 32 O. 8. 566, 570 (1877). This act does not apply to interurban railways. Brindle v. Rail- way, 4 Ohio App. 135; 21 C. ©. n. gs. 552 (1915). _. Duty to fence. Sufficiency of fence. This section does not require railroad companies to fence against persons. The fence required is one sufficient to turn stock. L. S. & M.S. Ry. v. Lidtke, 69 O. S. 384 (1904). See Devereaux y. Thornton, 4 W. L. B. 355 (1879); 8. ce, 2 Clev. _R. 177; 10 W. L. B. 266. This section requires the construction and maintenance of fences within 1317 RAILROADS. G. C. § 8913 the limits of cities and villages where they do not obstruct streets, high- ways or other public grounds. Cleveland, ete., R. Co. v. McConnell, 26 O. S. 57 (1875). The duty of a railroad company is not discharged by contracting with another party to perform it, when the performance itself is insutiicient. Gill v. Atlantic, ete., Ry. Co., 27 O. S. 240 (1875). Railway Co. v. Allen, 40 O. S. 206 (1883). Inclosures of railroads under this act must be separate and distinct from the inclosures of adjoining proprietors. Marietta, etc., R. Co. v. Stephenson, 24 O. S. 48 (1873). This section does not require railroad companies to see that gates are kept closed. Megrue v. Lennox, 59 O. S. 479 (1898). Didman v. Railway Co., 7 N. P. 380; 5 L. D. 140; 31 W. L. B. 240. See note to § 8914, Defenses, This section does not refer to railroad land other than its line of road and right of way, and does not require such other land to be fenced. Railroad Co. v. Kinz, 68 O. S. 210, 225 (1903). The obligation to construct and maintain fences upon both sides of railroads, imposed by this act, is not limited to owners and occupiers of adjoining lands, but extends to the public generally. Marietta, etc., R. R. Co. v. Stephenson, 24 O. S. 48 (1873). Railway Co. v. Allen, 40 O. S. 206 (1883). Gill v. Atlantic, ete., Ry. Co., 27 O. S. 240 (1875). Railroad Co. v. Scudder, 40 O. S. 173, 175 (1883). Where the tracks of two railroad companies are parallel and adjoin- ing, it is the duty of the companies to maintain a fence between their respective rights of way. Hall v. Railway Co., 14 L. D. 74 (C. P. 1903). The duty to fence is imposed by statute only. At common law there was no duty to fence. Railway Co. v. Phillips, 81 O. 8S. 453, 458 (1910). Seymour v. Railway Co., 44 O. S. 12, 19 (1886). Kerwhacker vy. Cleveland, ete., R. Co., 3 O. S. 172 (1854). Agreement by railroad company to fence. Where in proceedings to condemn land the parties enter into an agreement of record whereby the company bound itself to build and maintain fences, the agreement is valid and binding, and runs with the land so as to be binding on the assignees or grantees of both parties. . Huston v. Cincinnati, etc., R. R. Co., 21 O. S. 235 (1871). Where a contract for a right of way required the railroad company to construct a cattle-pass, but the deed of the right of way was silent as to the cattle-pass, which had been constructed before the execution of the deed, it was held that the purchaser of the railroad, on foreclosure, puld not fill up the cattle-pass, possession by the grantor constituting notice. Lowe v. Railway, 12 C. C. 743; 4 C. D. 85 (1894). Breach of agreement. Remedies. Where the owner of land, by writ- ten contract, agreed to give to a railroad company the perpetual right of Way through the same, at a stipulated price, which was paid to him, with a provision in the contract that when the road should be completed the company should fence the same, held, that after the road is completed, the owner of the land can not, upon failure to put up the fence, eject the company from the land. Hornback v. Cincinnati, ete., R R. Co., 20 O. S. 81 (1870). See § 8916. G. C. § 8914 OHIO PRIVATE CORPORATIONS. 1318 Where a landowner agreed to release a right of way in consideration of a certain sum of money and the construction of road crossings and cattle-guards, and the company took possession before receiving a deed or constructing the crossings or guards, the landowner has an equitable lien upon the property sold, as well for damages for not constructing the cross- ings and guards as for the unpaid purchase money, and the landowner may have a remedy by compelling specific performance or by enforcing his lien. Dayton, etc., R. R. Co. v. Lewton, 20 O. S. 401 (1870). Damages. In an action by the vendee of the original owner against the vendee of the company, for failure to build fences and cros- sings, the rule of damages is the amount of injury to the use and enjoy- ment of the adjoining land, occasioned by the want of such fences and crossings during the time the railroad or right of way was owned by the defendant. Huston v. Cincinnati, ete., R. R. Co., 21 O. S. 235 (1871). The abutting owner can not recover the cost of herding his ani- mals on the abutting unfenced land, nor loss of profits from dairy cows by reason of inability to pasture them at night. Church vy. Railroad, 10 Ohio App. 80; 30 O. C. A. 44 (1918); motion to certify record overruled, 16 0. L. R. 404, Decisions under former acts. Railroad Co. v. McElroy, 35 0. S. 147 (1878). Railroad Co. v. Shultz, 43 O. S. 270, 274 (1885). Partition fences under former act. See Railroad Co. v. Miami County Infirmary, 32 O. S. 566 (1877). Sandusky, ete., R. R. Co. v. Sloan, 27 0. S. 341 (1875). Haxton v. Pittsburg Ry. Co., 26 O. S. 214 (1875). Liability of railroad companies. See § 8914 and note. Section 8914. (Cattle-guards and crossings.) Before operating such road, such company or person shall main- tain at every point where a publie road, street, lane or highway used by, the public, crosses such railroad, safe and sufficient crossings, and on each side of such crossings cattle- guards sufficient to prevent domestic animals from going upon such railroad; and such company or person shall be liable for all damages sustained in person or property by reason of the want or insufficiency of such fence, crossing or cattle-guard, or neglect or carelessness in the construe- tion thereof, or in keeping them in repair. (R. S. See. 3324; April 3, 1908, 99 v..58; May 18, 1894, 91 v. 297; April 8, 1891, 88 v. 295; April 20, 1887, 78 v. 199; R. S. 1880; April 18, 1874, 71 v. 85, § 1.) . This section applies where the construction of the highway precedes. that of the railroad. It does not apply where a street is extended over existing tracks. al Railway Co, v. Troy, 68 0. S. 510, 514 (1903). *y | f 1319 RAILROADS. . G. C. § 8914 This section does not refer. to railroad land other than its line of road and right of way. Railroad Co. v. Kinz, 68 O. 8. 210, 225 (1903). : Crossings. See also §§ 8763 to 8766. Where the grade of the track is higher than that of the road the approaches need not be built by the railroad company so far on both sides of the crossing that there would be practically no incline on the approaches, so that the approaches are brought practically to a level with the railway crossing. It had a right to make inclines, and where the inclines are made safe and sufficient for ordinary and regular purposes of travel, that is a sufficient compliance with the statutes. Lake Shore, ete., R. R. Co. v. Brazzill, 13 C. C. 622 (1895); s.c., 6 C. D. 363. Under this section the company is liable for all damages sustained in person or property in any manner by reason of the want or insufficiency of a crossing over its tracks. The word “crossing” is used in a limited or restricted sense, and includes only that part of the structure imme- diately over and across the tracks, and sufficient space on either side to make a sufficient and safe way over such tracks. Lynch v. Railway Co., 20 C. C. 248; 11 C. D. 243 (1899). Where a private road extends across the track and right of way of a railroad company and connects with a public highway, the company is required to maintain across such private road. suitable fences, or provide other protection against injuries which may result from animals passing from such highway through the private road on or along the railroad track. | Railroad Co. v. Cunnington, 39 O. S. 327 (1883). Cattle-guards in towns and station yards. This section, so far as it relates to cattle-guards, may be construed as allowing exceptions, required by public necessity and convenience, and the proper use of a station yard by the company, but when the company is thus relieved, it is its duty to construct the guards at the first point where they will not interfere with the needs of the public and the company; and in an action against the company for damages, the question whether the guards are properly located and placed is for the jury. Railroad Co. v. Newbrander, 40 O. S. 15 (1883). Railroad Co. v. Cunnington, 39 O. 8. 327 (1883). Pierce v. Andrews, 13 C. C. 513; 7 C. D. 105 (1896). To come within the above exception it is necessary that three ele- ments be present: necessity (1) of the public, (2) of the railroad com- pany and (3) of its employes, that the cattle-guards be omitted. Norfolk, ete., Ry. Co. v. Vallery, 6 C. C. n. s. 348; 17 C. D. 658 (1905) ; aff’d, 75 O. S. 564. A railroad company is not entitled to compensation for making or Maintaining cattle-guards. Railway Co. v. Sharpe, 38 O. S. 150 (1882). Liability of railroad companies. Where the railroad company own- ing the track permits another company to run trains thereon, both com- panies are liable. Berchold v. Railway, 1 Cleve. L. R. 314 (1878). To whom liable. The liability of a railroad company under this Section is not limited to owners and occupiers of abutting lands but is “for all damages sustained in person or property.” Railway Co. v. Allen, 40 O. S. 206 (1883). G. C. § 8914 OHIO PRIVATE CORPORATIONS. 13820 Railroad Co. v. Stephenson, 24 O. S. 48 (1873). Gill v. Railway, 27 O. 8. 240 (1875). ; Railroad Co. v. Scudder, 40 O. 8S. 173, 175 (1883). Hall v. Railway Co., 14 L. D. 74 (C. P. 1903). A railroad company may be liable to its employes. As a general rule a railway engineer is not chargeable as a matter of law with knowl- edge of a break in the fences along the line of the road through which cattle may stray upon the track., Where, after discovering that cattle are upon the track, he does all that a man of ordinary prudence would do to avoid an accident, the derailment that followed, resulting in his death, can not be said to be due to his contributory negligence. Isley v. Railroad Co., 5 C. C. n. s. 669; 17 CG. D. 785 (1905). ——. For injuries occurring on tracks of another company. The liability of a railroad company under this section is limited to loss or in- juries occurring upon its own right of way. Where stock went through a defective fence over the tracks of the railroad company and upon the track of another company, where it was killed, the railroad company was held not liable. Railway Co. v. Phillips, 81 O. S. 453 (1910). As to liability of company upon whose tracks the stock was killed, see Didman v. Railway Co., 7 N. P. 380; 5 L. D. 140; 31 W. L. B. 240 (C. P. 1894). Railway Co. v. Wood, 47 O. S. 431 (1890). Hall v. Railway, 14 L. D. 74 (C. P. 1903). For injury to stock running at large. In an action under this section, it is a sufficient answer to allege that the plaintiff did not live along the line of the railway, nor were his cattle grazing in any inclosed field adjacent thereto. That said plaintiff knowingly, willfully and un- lawfully permitted his cattle to run at large on the highways and unin- closed lands adjacent to defendant’s said railroad, whereby said cattle went upon said road and were accidentally killed. Pittsburg, ete., Ry. Co. v. Methaven, 21 O. S. 586 (1871). Railway Co. v. Wood, 47 0. S. 431, 436 (1890). Where cattle are running at large without the fault of the owner, he is not guilty of contributory negligence in case they are injured. Marietta, ete., R. R. Co. v, Stephenson, 24 O. S. 48 (1873). If the owners of cattle permit them to run at large in the vicinity of an uninclosed railroad track, and do not choose to avoid danger to their cattle by keeping them within their own inclosures, they can ask no more than that the agents of the railroad company, in the legitimate conduct of its business, running its trains with a speed regulated by the grade of its road, the capacity of its locomotive power, and the safety of per- sons and property carried, shall, with due regard to the safety of persons and property in their charge, being the paramount consideration, exercise, what, “in that peculiar business,” would be ordinary and reasonable care to avoid unnecessary injury to animals casually coming upon their unin- closed railroad. The company is not bound to take into consideration the possibility of cattle being on the track. Central Ohio R: R. Go. v. Lawrence, 13 O. S. 66 (1861). Cleveland, ete., R. Co. v. Elliott, 4 O. S. 474 (1855). Kerwhacker v. Cleveland, ete., R. Co., 3 O. S. 172 (1854). Bellefontaine, ete.n RI R.2.O0. v, Schruyhart, 10 O. S. 116 (1859). Bellefontaine, ete., Co. v. Bailey, 11 O. S. 333 (1860). Didman v. Michigan, ete., R. B. Co., 31 W. L. B. 240 (1894). Cranston v. Cincinnati, ete., R. R. Co., 1 Handy, 193 (1854). _If the road is properly fenced the company is held to the exercise of ordinary care only in the running of trains to prevent the killing of 1321 RAILROADS. G. C. § 8914 animals. Where the road is not properly fenced, a higher degree of care is required. Gill v. Atlantic, ete., Ry. Co., 27 O. S. 240 (1875). A railroad company in the operation of its trains, is bound to use ordinary care to avoid injury to domestic animals trespassing on the track. Railroad Co. v. Smith, 22 O. S. 227 (1871). Railroad Co. v. Weisel, 55 O. S. 155 (1896). Railway Co. v. Slater, 24 W. L. B. 2 (1890). Where the contributory negligence of the owner of the animals is the proximate cause of the injury, he can not recover, although the operation of the train was without ordinary care. Railroad Co. v. Weisel, 55 O. S. 155 (1896). But where the negligence of the owner of the animals was not the proximate cause of the injury, he may recover. Railroad Co. v. Elliott, 4 O. S. 474 (1855). The mere fact that cattle have strayed, without right, on the track of a railroad, neither establishes that character of negligence which pre- cludes a claim for injury done by running the locomotive against them, nor justifies a want of proper care to save and preserve them from destruction. Cranston v. Cincinnati, ete., R. R. Co., 1 Handy, 193 (1854). Defenses. That railroad company was not negligent. This section is to be reasonably construed, and where damage results from defects (occurring without the fault or neglect of such companies) in an otherwise suf- ficient fence, there is no lability. Railroad Co. v. Schultz, 43 O. S. 270 (1885). Railroad Co. v. Bailey, 11 O. S. 333 (1860). Agreement by landowner to build or repair fence. Where the owner of land through which a railroad runs agrees with the railroad com- pany, for a valuable consideration, to build and keep up good and sufficient fences, and fails to do so, and on account of the insufficiency of such fences his animals stray upon the track and are injured, he is not entitled to recover for such injury, although the insufficiency of the fences was caused by casualty and without negligence on his part, unless such injury is shown to have been intentional, or the result of gross carelessness on the part of the agents and servants of the company. Lake Erie, etc., R. R. Co. v. Weisel, 55 O. S. 155 (1896). Pittsburg, etc., Ry. Co. v. Smith, 26 O. S. 124 (1875). Cincinnati, etc., R. R. Co. v. Waterson, 4 O. S. 424 (1854). Railway Co. v. Heiskell, 38 O. S. 666 (1883). See Easter v. Little Miami R. R. Co., 14 O. S. 48 (1862). And where stock of a third person gets upon the track, by reason of the fence not being built by the landowner, the company is not liable, in the absence of negligence. Railway Co. v. Wood, 47 O. S. 431 (1890). See Railway Co. v. Allen, 40 O. S. 206 (1883). See note to § 8918. Where the defense is that the expense of fencing was included in the damages awarded in the appropriation proceeding (see § 8918), but the record of the appropriation proceeding is silent on the subject, no pre- Sumption arises that the expense of fencing was so included. Railroad Co. v. Hoffhines, 46 O. S. 643 (1889). When a land owner is bound by an agreement made by his prede- cessor in title, See Hulshizer v. Railway, 13 N. P. n. s. 497 (C. P. 1912). G. C. § 8914 OHIO PRIVATE CORPORATIONS. 1322 Gates left open. Where a company puts in a private crossing with gates, and stock wanders through the gate upon the company’s track and is killed, the duty of keeping the same closed devolves primarily upon the landowner, and not upon the company, and evidence showing a gate was carelessly left open is not admissible on the issue as to the condition of the fence. Megrue v. Lennox, 59 O. 8. 479 (1898). Where gates to permit passage to and from fields across the track are constructed at the request of the landowner, and where he uses them ex- clusively, the company owes him no duty to see that they are kept closed. Didman v. Michigan, etc., R. R. Co., 31 W. L. B. 240 (1894); s. «, 7 N. P.°380;°5 L. D: 140. The same rule applies to a third person whose cattle break into a field in which gates have been left open. Didman v. Railway Co., 7 N. P..380; 5 L. D. 140; 31 W. L. B. 240. See B. & O. R. Co. v. Wood, 47 O. S. 431. Statute of limitations, An action against a railroad company to recover damages for killing or injuring a domestic animal which had strayed upon its tracks, and was killed or injured without fault or neg- ligence of the railroad company in operating its train, but solely by the neglect to fence the road as required by law, is founded upon “a liability created by statute, other than a forfeiture or penalty,’ and is barred in six years. Seymour v. Railway Co., 44 O. S. 12 (1886). Roice v. Railway Co., 5 N. P. n. s. 7; 17 L. D. 505 (C. P. 1907). Knowledge by landowner of defective fence. Where it is the duty of the railroad company to fence, it is not contributory negligence for ? landowner to turn his stock into a field which he knew to be insufficiently enced. Railway Co. v. Smith, 38 O. 8. 410 (1882). Railroad Co. v. Scudder, 40 O. 8. 173 (1883). Pittsburg, ete., Ry. Co. v. Methven, 21 O. S. 586 (1871). See under old partition fence act, Railroad Co. v. Infirmary, 32 O. S. 566 (1877). Sandusky, etc:, R. Co. v. Sloan, 27 0. S. 341 (1875). But where railroad employes, engaged in repairing or rebuilding a defective fence on the line where the fence had always been located, are ordered off the premises by the landowner, who claimed that the line of the fence was not the true line, and who continued to use the land as a pas- ture with knowledge that the fence is defective and dangerous, without revoking his warning to the company or taking steps to determine the true line, and his stock is injured in the loose barbed wire of the fence, he can not recover. Railroad Co.. vy. Mellyar, 77 O. S. 391 (1908). That railroad company had no notice of condition of fence. A railroad company can not escape responsibility by showing that it had no notice of the condition of a fence. Railway Co. v. Smith, 38 O. S. 410 (1882). Railroad Co. v. Shultz, 43 O. S. 270, 273 (1885). Baltimore, ete., R. Co. v. Reamer, 24 W. L. B. 222 (1890). Breachy and unruly animals. An owner of breachy and unruly animals may recover for their injury or loss provided the animals were at large without his fault, and he’ has used that reasonable care and precaution in restraining them which a prudent and cautious man would use under like circumstances. Railway Co. v. Howard, 40 0. 8. 6 (1883). 1823 RAILROADS. G. C. § 8915 Pleading. The facts upon which the company’s liability depends must be stated in the petition, and, if not admitted, must be established by proof. An allegation that the defendant was, by law, bound to fence and inclose its railroad, tenders an immaterial issue, and is not to be taken as true because not denied. Baltimore, etc., R. R. Co. vy. Wilson, 31 O. S. 555 (1877). Proof. In an action against a railroad company to recover damages for killing live stock, the plaintiff must prove affirmatively that want of ordinary care on the part of the company or its employes caused the injury. Such inference does not arise from the mere fact that the animal was killed. Railroad Co. v. McMillan, 37 O. S. 554 (1882). Railway Co. v. Heiskell, 38 O. S. 666 (1883). Bellefontaine, ete., R. R. Co. v. Bailey, 11 O. 8. 333 (1860). Where one of the issues in an action is whether a fence is sufficient to turn stock, it is error to permit witnesses, who show no other qualifi- cations than that they had seen the fence, to give to the jury their opin- ions as to the sufficiency of the fence to turn stock. Railroad Co. v. Schultz, 43 O. S..270 (1885). An expert may testify whether, in view of the distance between the cattle and the engine, it was possible to avoid injury. Bellefontaine, ete., R. R. Co. v. Bailey, 11 O. S. 333 (1860). The fact that an insufficient fence has for several weeks been main- tained by a railroad company along its right of way is sufficient to justif a jury in finding it guilty of negligence; and the fact that the plaintiff’s stock had, during all such time, been kept in a field adjoining the right of way, without escaping through such fence and passing upon the railroad track, is not sufficient to excuse the company from such neglect. Where the immediate means or cause of such stock passing over such fence and upon the railroad track is that, recently prior thereto, a board or rail had become detached and fallen from the fence, without the knowledge of the company, such company is not excused from liability where there 18 evidence to justify the jury in finding that such special defect was attributable to the generally defective condition of the fence. Railroad Co. v. Schultz, 43 O. S. 270 (1885). Section 8915. (Temporary crossings.) In the case of a road in process of construction, or a proposed road which passes through inclosed land, the company or person having control thereof during its construction, shall provide suit- able crossings for the owner or occupant of each farm, and make and keep in repair fences along the line of such road through such inclosed fields, and protect crops growing thereon. When the company or person agrees with the owner of the lands through which a railroad passes, that he is to build and keep in repair any portion of the fencing, and if such fencing be destroyed or damaged by fire from passing trains or by the elements, the company or person Owning or operating such road, shall rebuild or repair such fence, if the property holder demands it. If a railroad com- pany fails or refuses to construct a fence in the manner hereinbefore provided, after having received written notice So to do from the owner or occupant of lands through which G. C. § 8917 OHIO PRIVATE CORPORATIONS. 1824 the road passes, then, after thirty days from the time of serving such notice upon the agent of such company nearest such lands, such owner or occupant may proceed to con- struct it, and the company shall be liable to such person for the cost thereof, together with the attorney’s fees as in the next following section provided. This applies to all fences now built, as well as those hereafter constructed. (R. S. Sec. 8324; April 18, 1874, 71 v. 85, §1; R. S. 1880; April 20, 1887, 78 v. 199; April 8, 1891, 88 vy. 295; May 18, 1894, 91 v. 297; April 3, 1908, 99 v. 58.) Section 8916. (Land owner may construct fence at com- pany’s expense.) If such company or person neglects or refuses to construct a fence, as hereinbefore provided, the owner of land abutting on the line of the land of the rail- road may construct it so far as his land abuts on the rail- road lands. When he has completed the fence he may pre- sent for payment a sworn itemized account of the expense thereof, including materials and labor, to the agent of the company for receiving and shipping freight at the station nearest to the tract of land so fenced. If such company or person neglects or refuses for thirty days, to pay the ac- count, the land owner may recover from the owner or les- see of the road, the reasonable cost of such fence, and in addition thereto, if recovery is had for an amount not less than the amount of the verified itemized account as pre- sented to such corporation or person, all reasonable attorney fees not to exceed the sum of twenty-five dollars to be as- sessed and awarded by the court or jury trying the issue. (R. S. See. 3825; April 3, 1908, 99 vy. 09; April 18, 1874, 71 v. 85, § 1.) An abutting owner who has constructed a fence may, under this section, recover of the company the reasonable cost and expense thereof, together with the value of the use and occupation of his premises during the time such fence is being constructed or repaired, but he must do all he can to confine his loss to the minimum, and he can not recover for damages he might have avoided. cee kes Railway Co., 7 C. C. 466; 4 C. D. 682 (1893); aff'd, 55 . S. 684. See Railway v. Bosworth, 46 0. 8. 81 (1888). Section 8917, (Owner may repair fence.) When the fence is completed the company or person shall keep it in good repair, and if such company or person permits any part of the fence on the line of its road to get out of re- pair, or it 1s damaged or destroyed by fire or the elements, so that it will not turn stock, the owner of the land abut- ting on the railroad lands where the fence is out of repair = To ny 1325 RAILROADS. G. C. § 8918 may notify the agent of the company for receiving and ‘shipping freight at the station on the road nearest to the place where it is defective, that a portion of the fence on the line of the road is out of repair, stating where, how, and the probable cost of repairing it. If such company or per- son fails for twenty-four hours thereafter, to repair or re- place the fence so that it will turn stock, the owner of the land may furnish materials and repair or replace it, and present to such agent, for payment, a sworn itemized ac- count of the expense thereof, including materials and labor, and if this be not paid within thirty days thereafter such land owner may recover from the owner or lessee of the road the reasonable expense of such repairs, and in addition thereto, attorney’s fees as is provided for in the next pre- eeding section. (R. S. Sec. 3326; April 3, 1908, 99 v. 58; April 18, 1874, 71 v. 85, § 1.) Section 8918. (When preceding sections do not apply.) The provisions of the preceding sections relating to fences shall not apply to any case in which compensation for build- ing a fence has been or may hereafter be taken into con- sideration, and estimated as a part of the consideration to be paid for the right of way, so far as the fence has been or may be settled or paid for; nor shall such sections affect, in any manner, any contract or agreement between a rail- road company, or person having the control and manage- ment of a railroad, and the proprietors or occupants of lands adjoining for the construction or maintenance of fences, and eattle-guards. (R. S. Sec. 3329; April 18, 1874, 71 v. 85, §1; March 25, 1859, 56 v. 62, § 4.) See note to § 8860. Agreements by landowner to build or repair fences. Occasional re- pairs by a company to fences, which by contract it was the duty of the landowner to repair, do not release the landowner from his duty to maintain and repair. Railway Co. v. Heiskell, 38 O. S. 666 (1883). When covenant runs with the land. Where a railroad com- pany makes a deed poll of land in fee along which its right of way is lo- cated, “subject to the condition that said grantee, his heirs and assigns, shall make and maintain good and sufficient fences on each side of the right of way of the railroad as now located and built, . . . which con- dition and obligation shall be perpetually binding on the owners of the land.” the grantee, by accepting the deed, will be deemed to have entered into an express undertaking to perform the condition contained in the deed, and such undertaking will run with the land and become obligatory upon a subsequent owner by purchase from the grantee of the company. Hickey v. Railway Co., 51 0. 8S. 40 (1894). In such case the company will not have a right of action against the G. 'C. § 8919 OHIO PRIVATE CORPORATIONS. 1326 grantee for failure to repair, after he has ceased to be the owner of the land by conveying it to another. Hickey v. Railway Co., 51 O. S. 40 (1894). A written agreement by the grantor of the right of way to a railway company to fence it on each side through his lands will not affect the right of a subsequent purchaser to require the company to fence its road, ‘where the purchase was made without actual or constructive notice of the existence of such agreement. Such agreement not being recorded, the mere use and occupation of the right of yey by the company and its suc- cessors for the purpose of a railroad will not constitute constructive notice of the existence of such agreement. Railway v. Bosworth, 46 O. S. 81 (1888). Where it is stipulated in a deed poll that the grantee, his heirs and ~ assigns, shall build and perpetually maintain a fence on the line between the land granted and other lands owned by the grantor, and the parties to such deed, at the time of its execution, contemplate the subdivision of the granted premises into building or town lots, and their subsequent sale, the burden of maintaining such fence will not attach to or run with lots which do not abut on the line of the proposed fence. Walsh v. Barton, 24 O. S. 28 (1873). Where the covenant runs with the land the grantee of the original owner, whose duty it was to fence, can not recover the cost of fencing. Warner v. Baltimore, etc., R. R. Co., 31 O. S. 265: (1877). Where a landowner by duly recorded deed conveyed a right of way and covenanted for himself, his heirs and assigns, to erect and maintain a fence on each side of such way, a lessee of his grantee would be so far bound by the covenant that he could not claim from the railroad company a higher degree of care to avoid injury to a horse than if the covenant had been kept. Easter v. Little Miami R. R. Co., 14 O. S. 48 (1862). An agreement requiring the railroad company to build a crossing within one year after completion of the road is not a covenant running with the land, spetifically enforceable against a successor railroad com- pany, several years thereafter, where the agreement contained no cove- nant requiring the successor to build or maintain the crossing. Zens v. Railway, 14 N. P. n. 8. 202; 23 L. D. 182 (C.. P..1912):. Where a contract for a right of way required the railroad company to construct a cattle pass, but the deed of the right of way was silent as to the cattle pass, which had been constructed before the execution of the deed, it was held that the purchaser of the railroad, on foreclosure, sere not fill up the cattle pass, possession by the grantor constituting notice. Lowe v. Railway, 12 C. C. 743; 4 C. D. 85 (1894). ——. As a defense to railroad company in action for injury to stock. See note to § 8914. Compensation for fencing included in award in appropriation pro- ceeding. Where the defense, in an action against a railroad company for failing to maintain a fence, is that the expense of fencing was included in the compensation awarded in the appropriation proceeding, but the record of the appropriation proceeding is silent on the subject, no pre- sumption arises that the expense of fencing was so included. Railroad Co. vy. Hoffhines, 46 O. S. 643 (1889). Section 8919. (When company may build fence at land- Owner's expense.) If an owner of lands abutting on the line of lands of a company, who is legally bound to build 1827 RAILROADS. G. C. § 8921 or repair the fence dividing his lands from the lands of the “company, neglects or refuses to build or repair such fence within the time in which he is bound to build or repair it, the company may build or repair such fence, and present an itemized account of the cost of labor and materials so expended, to the person thus bound, for payment. If it be “not settled or paid within thirty days thereafter, the com- pany may recover from such person the reasonable cost of such labor and materials. (R. S. Sec. 3330; April 18, 1874, PL Ve180;0 §Ls) Section 8920. (Forfeitures for not constructing and re- pairing fences.) A company or person having ‘the control and management of a railroad, neglecting or refusing to construct fences, cattle-guards, or public crossings, or to keep them in repair, as hereinbefore prescribed, after thirty days’ previous notice or request to construct them, made in writing by any person, shall forfeit and pay, for each and every day such company or person so refuses or neglects, a sum not exceeding fifty dollars per day, to be recovered in a civil action, in the name of the state, for the use of the county in which suit is brought. (R. S. Sec. 3331; March 25, 1859, 56 v: 62, § 5.) A state court is without power to enforce payment of the penalty under this section against a railroad out of funds, in the hands of a re- ceiver appointed by a federal court. Rep. Atty. Gen. 1911-1912, p. 724. Section 8921. (Right to use culvert, etc., for cattle-way.) An owner of land through which a railroad is constructed, and upon which there is a culvert, waterway, or opening through the embankment of the railroad, of sufficient height for such purpose, may use such culvert, waterway, or open- ing, as a stock or cattle-way, under the track of the road, so as to permit stock to pass and re-pass. But the land- owner shall build and maintain all necessary fences on both sides of the opening, and not, by use, or otherwise, permit the foundations of structures about such opening to be in- jured or interfered with. (R. 8S. Sec. 3332; R. 8. 1880.) Contract for cattle pass. Lowe v. W. & L. E. R. R. Co., 12 C. C. 748, 4 C. D. 85 (1894). Contract for waterway; specific performance. See Bell v. Dayton, etc., R. R. Co., 3 C. C. 31; 2 C. D. 19 (1887). G. CG. § 8922 CHAPTER 4. OHIO PRIVATE CORPORATIONS. 1328 TRAINS AND EQUIPMENT. Passenger trains must stop at certain stations. Forfeiture. } Posting time of arrival of trains. Forfeiture. Waiting rooms must be maintained; toilet rooms in connection therewith. Duty of railroad commis- sion, Forfeiture. Movable bridge between passenger cars required. Penalties for violation of preceding section. Enforcement of two preced- ing sections. Heating apparatus Lor cars. Forfeiture under preceding section. Lighting of passenger cars. Forfeiture under preceding section. Distance from station plat- form to step on passenger cars. Forfeiture under preceding section; penalty. Equipment of passenger trains with fire extin- guishers. Extinguishers to be ap- proved by railroad com- mission. Designation of cars, place and manner of installing extinguisher. Failure to provide fire ex- tinguishers; penalty. Telegraph and_ telephone wires. Forfeiture under preceding section. Self-cleaning ash dump pans. Contributory negligence. Headlights. Headlight provisions. Inspection by commis- sion. ; Penalty. Lights on front and rear of car required. Pen- alty. Penalty. Enforcement. Couplers and Brakes. Power brakes for locomo- tives and cars. mn wc Automatic couplers. . Grab-irons. Automatic or foot power doors required ,on steam locomotive engines. Penalty. Enforcement and prose- cution. Footboards on local 7 Switching, etc., locomo- tives. Drawbars. Cars from connecting lines. Forfeiture. Contributory negligence. Power of railroad commis- sion concerning brakes. Caboose Cars. Construction of caboose cars. Exception. Ex- tension of time. Penalty. Size of caboose cars spe- fied. Repaired caboose’ ears shall conform to provi- sions of this act. Percentage of cars to be So equipped each year. (Penalty.) Inspection. Inspector of automatic couplers and brakes. Qualifications. Bond and oath. Repealed. Office under supervision of railroad commission, Duties of inspector. Liability of company for failure to make repairs. Power of inspector to con- demn car, tender or en- gine. Forfeiture. Boilers. Inspection. Boiler requirements spec- ified. Duty of inspector. Quarterly inspection. Rules and regulations. Inspector of locomotive boilers. Certificate of inspector. Penalties. uty of commission.) AC) 0. (Act takes effect, when.) Pa 1829 RAILROADS. G. C. § 8922 Fires. § 8972. What not considered negli- gence. § 8966. Spark arresters. § 8973. Costs in appeal and attor- § 8967. Forfeiture under preceding ney fee. : section. § 8974. Application of sections. 8968. Company must keep right : of ae, free from com- Wires over Tracks. bustible material. ; § 8969. When abutting owner may § 8975. Rules and regulations gov- remove combustible ma- erning the construction, terial. : maintenance, ete., of tele- § 8970. Loss or damage by fire; phone, telegraph, etc., evidence. wires. ; vats § 8971. Prima facie evidence as to § 8976. Duty of public utilities negligence. . 'ecommission. Section 8922. (Passenger trains must stop at certain sta- tions.) Each company shall cause three, each way, of its regular trains carrying passengers, if so many are run daily, Sundays excepted, to stop at a station, city or village, con- taining over three thousand inhabitants, for a time sufficient to receive and let off passengers. (R. S. See. 3820; April 138, 1889, 86 v. 291; April 18, 1867, 64 v. 142, § 26.) Powers of public utility commission as to passenger service, see §535. Railroad v. Commission, 92 O. S. 1. This section is a valid exercise of the police power of the state, and does not violate the interstate commerce clause of the constitution of the United States, and is valid until congress passes an act inconsistent with it. Lake Shore, ete., Ry. Co. v. State ex rel. Lawrence, 8 C. C. 220 (1894) ; s. c., 4 C. D. 406; s. c., 37 W. L. B. 196. Lake Shore, etc., Ry. Co. v. State ex rel. Lawrence, 173 U. 8S. 285 (1899). This section is not inconsistent with § 5258, Rev. Stat. U. S. Lake Shore, etc., Ry. Co. v. State ex rel. Lawrence, 8 C. C. 220 (1894) ; s.c., 4-C. D, 406. In the absence of statutory provision to the contrary, a railroad company may adopt a regulation that a certain train or trains of pas- senger cars running regularly on its road shall not stop at designated ‘stations or places; and one traveling as a passenger on such road is bound to inquire whether the train upon which he takes passage stops at the station or place to which he is going. A passenger who is on a train not stopping at the station he desires may be put off if he is unwilling to pay the regular fare to a station at which the train does stop. Pennsylvania Co. v. Wentz, 37 O. S. 333 (1881). The power of a railway company to adopt and enforce regulations that certain trains shall not stop at all places is subject to legislative control, and by this section is taken away as to cities of three thousand inhabitants. . , Pennsylvania Co. v. Wentz, 37 O. S. 333 (1881). Where the laws make provision for the stopping of trains at certain places, all tickets and contracts must be construed with reference to such laws, and a contract recognizing the validity of a regulation disregarding such laws is invalid. Pennsylvania Co. v. Wentz, 37 O. S. 333. (1881). Where a person who has purchased a ticket to a certain station is, by the fault of the agent of the railroad company, induced to take a train Which does not stop at such station, and the passenger is ejected from the train before reaching his destination, he may recover damages in tort. Railway v. Reynolds, 55 O. 8. 370. G. C. § 8925 OHIO PRIVATE CORPORATIONS. 1330 Decisions of railroad commission as to establishment of stations and stopping trains. Leedon v. Railway, 7 O. L. R. 474. Good v. Railway, 8 O. L. R. 260. See §§ 487 to 614. Section 8923. (Forfeiture.) A company, agent or em- ploye thereof, which violates or causes or permits to be violated, the next preceding section, shall forfeit not more than one hundred nor less than twenty-five dollars, to be recovered in an action in the name of the state, upon the complaint of any person, before a justice of the peace of the county in which the violation occurs, for the benefit of the general fund of the county. In all eases of forfeiture under the preceding section, the company whose agent or employe caused or permitted such violation shall be liable for the amount of the forfeiture, and the conductor in charge of such train may be held, prima facie, to have caused the violation. (R. 8, Sec. 8320; April 13, 1889, 86 v. 291; April 13, 1867, 64 v. 142, § 26.) Section 8924. (Posting time of arrival of trains.) Hach company or person operating a railroad within this state shall place a blackboard, at least four feet in length and two feet in width, in a conspicuous place in each passenger depot of such company located at any station in the state at which there is a telegraph office... Such company or per- son must have written upon such board, at least ten minutes before the schedule time for the arrival of each passenger train stopping regularly upon such road at such station, the fact whether such train is on schedule time or not, and if late, how much. (R. S. See. 3321-1, May 8, 1886, 83 v. 118, § 1.) The discrimination in this section between stations having telegraph offices and those without such offices does not render the section uncon- stitutional. Pennsylvania Co. v. State, 42 Ind. 428 (1895). Section 8925, (Forfeiture.) For each violation of any provision of the next preceding section, such company or Person so neglecting or refusing to comply therewith, shall forfeit and pay the sum of ten dollars, to recovered in a civil action in the name of the state, one-half of which shall go to the party commencing proceedings, and the remainder be paid to the treasurer of the township, village or city in which such proceedings are had. (R._S8. See. 3321-2; May 8, 1886, 83 v. 118, § 2.) Ff ee a 1831 RAILROADS. G. C. § 8928 The action to recover a penalty under this section can only be brought before a justice of the peace or a mayor. State ex rel. McClurg v. Railroad Co., 8 C. C. 604 (1894); s. ¢, 4 C. D. 372. Section 8926. (Waiting rooms must be maintained; toilet rooms in connection therewith.) Every person, firm or cor- poration operating a steam railroad wholly or in part within this state, shall provide a suitable waiting room for the use of the traveling public, at each station where a passenger rain of the road is regularly scheduled to stop. Such rooms shall be so maintained and kept, as to be conducive to the comfort, and health of the patrons of the road. Where any such waiting room is located within a municipality within reasonable connecting distance of a water supply and sewer- age system, there shall be provided in connection therewith suitable and separate toilet rooms and water closets for the use of male and female persons. Each such toilet room or water closet compartment shall be properly heated, lighted and ventilated and shall contain sufficient floor space and a sufficient number-of water closets, urinals, lavatories and toilet accessories to properly and suitably accommodate the patrons of the road. The location, construction and installa- tion of such toilet rooms and water closets shall be in ac- cordance with the provisions. of the state building code. (107 vy. 178; R. S. Sec. 3321-3; April 16, 1900, 94 v. 231, § 1.) See § 519. Greenwich v. Railway, 6 O. L. R. 51; 53 Bull. 103 (Railroad Commis- sion). Section 8927. (Duty of railroad commission.) Upon the written complaint of ten or more citizens of this state being filed with the state railroad commission that any provision of the next preceding section is being violated, at such sta- tion, the commission shall forthwith make investigation thereof. If upon such investigation it be found that such Violation exists, it shall issue an order to the person, firm or corporation guilty thereof, setting forth the nature of the improvement required and directing that it be com- pleted within a time to be specified therein. (R. S. See. 3321-4; April 16, 1900, 94 v. 231, § 2.) Section 8928. (Forfeiture.) Any person, firm or corpo- ration failing to comply with an order of such commission, or any of the provisions of the two next preceding sections, upon conviction therefor before a court of common pleas of the county in which such violation occurs, shall forfeit G. C. § 8932 OHIO PRIVATE CORPORATIONS. 1332 and pay any sum not less than one hundred dollars. Such forfeiture shall be recovered in a civil action in the name of the state, for the benefit of the county in which the fail- ure or violation occurs, and such action shall be brought by the prosecuting attorney of the county, at the instance of such commission, as provided in other cases for the re- covery of forfeitures against railroad companies. (R. S. Sec. 3354; April 16, 1900, 94 v. 231, § 3.) Section 8929. (Movable bridge between passenger cars required.) Every company conveying passengers shall pro- vide the passenger cars in its trains with a flexible or mov- able bridge or apron, of the full width of the opening be- tween the railings attached to the platforms of such ears, with sideboards or network of strap iron, large wire, or other suitable material, at each side of the bridge or apron, of at least equal height with the ordinary railings upon the platforms, or some other apparatus or arrangement equally efficient to enable passengers to pass from car to ear with safety. (R. S. Sec. 3347; March 10, 1871, 68 v. 35, § 1.) Section 8930. (Penalties for violation of preceding sec- tion.) A company which fails to comply with the provi- sions of the next preceding section shall be subject to a penalty of one hundred dollars for each and every day of such failure, to be recovered in a civil action, in the name of the state, and paid into the state treasury. (R. S. See. 3348; March 10, 1871, 68 v. 35, § 2.) \ Section 8931. (Enforcement of two preceding sections.) The state railroad commission shall see that the require- ments of the two next preceding sections are enforced. Such sections shall not apply in ease of passenger car at- tached to a freight train. (R. S. Secs. 3349, 3350; March 10, 1871, 68 v. 35, §§ 3, 4.) Section 8932. (Heating apparatus for cars.) When nec- essary to heat its cars for carrying passengers, mail, bag- gage or express matter, each railroad company shall do so by a stove or heater so constructed and protected as will most effectually guard passengers against danger from fire, in accidents by collision, or when cars are overturned or — thrown from the track. No such company shall permit any other corporation or person to use cars carrying passengers, mail, baggage or express matter, over its road, unless their heating apparatus conforms to the above requirements. (R. 1333 . RAILROADS. G. C. § 8936 S. Sec. 3351; May 4, 1869, 66 v. 94, §1; R. S. 1880; April 14, 1880, 77 v. 202.) Constitutionality. See People v. New York, etc., R. R. Co., 55 Hun. (N. Y.), 409 (1890). Section 8933. (Forfeiture under preceding section.) A railroad which fails to comply with the provisions of the next preceding section shall be liable to a forfeiture of not less than one hundred nor more than five hundred dollars, to be recovered in the name of the state, for the benefit of its common schools. Such action shall be prosecuted in any county, through which the road passes, by the prose- cuting attorney thereof, at his own instance, or that of the state railroad commission, as provided by law in other cases for the recovery of penalties, and forfeitures against rail- road companies, after due notice given by the railroad com- mission to the president or managing officer of such delin- quent company, and its further neglect for thirty days to comply with the requirements of such section. The prose- eutor shall receive twenty-five per cent of all penalties and costs so collected. (R. S. Sec. 3854; April 14, 1880, 77 v. 202; R. S. 1880; May 4, 1869, 66 v. 94, § 4.) Section 8934. (Lighting of passenger cars.) No passen- ger car on a railroad shall be lighted by naptha or any fluid made in part from it, or wholly or in part from coal or petroleum, or other substance which will ignite at a tem- perature‘ of less than three hundred degrees Fahrenheit. (R. S. See. 3353; May 7, 1877, 74 v. 207, § 2.) Section 8935. (Forfeiture under preceding section.) The State railroad commission or its agent at any time may enter cars running on a railroad and take from any lamp therein samples of the oil or fluid there found for the pur- pose of testing it. When, on trial, such oil or fluid ignites at a lower temperature than that above specified, the com- pany or person running the ear from which it was taken, shall be liable to a forfeiture of not less than one hundred nor more than five hundred dollars, which such commission shall bring suit to recover, or cause to be brought for the benefit of the state common school fund, as provided in sec- tion eighty-nine hundred and thirty-three. (R. 8S. Sees. 8353, 38354; April 14, 1880, 77 v. 202; R. S. 1880; May 7, 1877, 74 v. 207, §2; May 4, 1869, 66 v. 94, § 4.) Section 8936. (Distance from station platform to step on passenger cars.) Companies and persons operating a rail- G. C. § 8940 OHIO PRIVATE CORPORATIONS. - 1834 road shall so regulate the distance between station floors, or platforms and the top of the lowest step on passenger cars that it will not exceed twelve inches. When the distance is more than one foot, it shall be changed, or safe steps pro- vided for passengers within that limit. (R. S. Sec. 3354-1; April 16, 1892, 89 v. 347, §1.) . Section 8937. (Forfeiture under preceding section; pen- alty.) A company failing to comply with the next preced- ing section shall forfeit and pay not less than fifty nor more than five hundred dollars for each and every delinquency. On the written complaint of any citizen, the prosecuting attorney of a county wherein such default occurs at once shall begin suit against the company guilty thereof, for the recovery of such penalty. If personal injury results from failure to comply with such section, in addition to such liability for damages, the person in charge of the operation and management of the road shall be deemed to be guilty of a misdemeanor and shall be fined not less than fifty dol- lars nor more than five hundred dollars. (R. S. Sec. 3354+1; April 16, 1892, 89 v. 347,.-§'1.) Section 8938. (Equipment of passenger trains with fire extinguishers,) If one can be bought for fifteen dollars or less, every person, company or corporation operating a rail- road shall put at least one portable chemical fire extin- guisher on each passenger train. Each year, one such ex- tinguisher shall be added to every such train -until all coaches carrying passengers are supplied therewith. (R. S._ See. 3354-2; April 27, 1896, 92 v. 396, § 1.) Section 8939. (Extinguishers to be approved by railroad commission.) Such fire extinguishers shall be of a construe- tion which renders them durable and efficient. Before they are put on trains, the make selected shall be approved for that purpose by the state railroad commission, whose duty it is to exercise its discretion in the premises, so as to in- vite the fullest competition among the different makers. (R. S. See. 3354-3; April 27, 1896, 92 v. 396, § 2.) Section 8940. (Designation of cars, place and manner of installing extinguisher.) The state railroad commission shall designate which car of a passenger train wherein the first and each subsequent extinguisher is to be placed, until every coach in all such trains is fully supplied. Such com- mission shall determine where in the car an extinguisher shall be placed, how attached so as to make it easy of ac- 1835 RAILROADS. G. C. § 8944 cess; and also see that the provisions of the two next pre- ceding sections are carried into effect. (R. S. Sec. 3354-4; April 27, 1896, 92 v. 396, § 3.) Section 8941. (Failure to provide fire extinguishers; pen- alty.) A person, company or corporation operating a rail- road, or railroads, in whole or in part in this state, vio- lating any provision of the three next*preceding sections failing to comply with any of the provisions of such sections, upon conviction in any court of competent jurisdiction shall be fined not less than twenty-tive dollars nor more than one hundred dollars, and each day that such person, company or corporation runs its trains in violation of such provisions shall constitute a separate offense. (R. S. Sec. 3354-4; April 27, 1896, 92 v. 396, § 3.) Section 8942. (Telegraph and telephone wires.) Every steam railroad company operating ten miles or more of rail- road for the transportation of passengers and freight, shall erect and maintain in complete working order, for use along the line of its road a telegraph or telephone wire, with an office and proper means for communication by such wire at each of its principal stations. No such company operating a road without a telegraph or telephone wire along the line thereof, shall ask, or receive any compensation for the transportation of passengers or freight thereon. (R. S. Sec. 3354-5; April 7, 1898, 93 v. 88, § 1.) Penalty for violation, see § 12547. Section 8943. (Forfeiture under preceding section.) The charter of a steam railroad company which fails to comply with the conditions of the next preceding section shall be declared forfeited and shall be annulled, by a civil action brought for that purpose in the name of the state by the prosecuting attorney of any county in or through which its ae is operated. (R. S. See. 3354-6; April 7, 1898, 93 v. » § 2.) Section 8944. (Self-cleaning ash dump pans.) domestic . with a foreign corporation, a new corporation is formed by the extinguish- ment of the old corporations. Ashley v. Ryan, 49 O. S. 504, 529 (1892). The shares of stock cf a railroad company formed by the con- solidation of an Ohio company with a foreign company are exempt from taxation by §192. Opins. Atty. Gen. 1917, p. 542. Notwithstanding the consolidation of two railroad corporations of different states, each retains its identity as a corporation of the state in which it was originally created; and in a suit against the consolidated corporation brought in one of such states, it can not obtain a removal to the federal courts on the ground that it is a citizen of the other state, although the consolidation was had under the laws of the latter. Paul v. Baltimore, ete., R. R. Co., 44 Fed. 513 (1890). Ohio, etce., R. R. Co. v. Wheeler, 1 Black (U. S.) 286 (1861). This act may as properly be construed to mean the state adjoining the state in which the first company has its line of road, as the state adjoining the state in which the first company is incorporated, so as to enable, for example, an Ohio company to consolidate with Indiana and Illinois companies. Adelbert College v. Toledo, etc., Ry. Co., 3 N. P. 15; 5 L. D. 4 (1894); s. ¢, 74 O. S. 483; reversed, 208 U. 8. 38, 609. See Union Trust Co. v. New York, etc., R. R. Co., 17 W. L. B. 176, 177 (1887). Continental Trust Co. v. Toledo, etc., R. R. Co., 82 Fed. 642 (1897); 9: Os Fae Dead Toledo, etc., R: R. Co. v. Continental Trust Co., 95 Fed. 497 (1899). “Continuous line.” Where two railway companies owning lines of railroad, seeking consolidation, are connected by the tracks of a “union” company organized by several railway companies to secure union depot and terminal facilities, and where by law the interest of each company in the union company, in its capital stock, and in its property and effects of every kind, are deemed an appurtenance to the railroad of such pro- prietary company, and are not alienable except with and as part of the railroad of such proprietary company it will be held that the companies do unite and form a continuous line within the meaning of this section. Burke v. Cleveland, etc., Ry. Co., 22 W. L. B. 11 (1889). See note to § 8807. : De facto consolidation. Where two roads not coming under this see- tion attempt and apparently complete consolidation by colorable pro- ceedings in a formal way to the approval of the proper state officers, the certificate of incorporation, duly certified, being admitted to record in the office of the secretary of state, and its rights as a corporation having never been challenged by the state, it will be entitled to be considered at least a corporation de facto with power to mortgage its property, after it has ap aah and disposed of valuable property and incurred numerous obli- gations. See ee ete., R. R. Co. v. Continental Trust Co., 99 Fed. 497 Union Trust Co. v. New York, etc., R. R. Co., 17 W. L. B. 176 (1887). oe 1423 RAILROADS. G. C. § 9028 A.railroad company having possession of and operating property obtained through consolidation and foreclosures in which the consolidation was recognized as valid, is estopped to question the validity of the con- solidation. Adelbert College v. Toledo, etc., Ry. Co., 3 N. P. 15 (1894); s. c., 5 Dez. 14; s. c, 74 O. S. 483; reversed, 208 U. S. 38, 609. Farmers’ Loan Co. v. Toledo, etc., Ry. Co., 67 Fed. 50 (1895); 8. ¢., 8 O. F. D. 435; 9 O. F. D. 230. Former acts. Under the former acts the road was required to be in process of construction. ; See Mansfield, etc., R. R. Co. v. Stout, 26 O. S. 241 (1875). Union Trust Co. v. New York, etc., R. R. Co., 17 W. L. B. 176 (1887). Section 9027. (Consolidating of railroad companies.) A railroad company formed by the consolidation of a com- pany or companies of this state, with a company or compa- nies of another state, or states, may make a further consoli- dation with a company or companies of another state or states owning continuous, connected, but not parallel or competing lines. The constituent companies may fix by the agreement for consolidation the terms and conditions upon which it is to be made, which terms and conditions may include the payment or retirement of the preferred stock of either or any of the constituent companies, if they have such. If the new company issue preferred stock, the par value of the shares thereof may be fixed by the agreement of consolidation, or by the resolution for the issue thereof | without regard to the par value of shares of the common stock of such company. (R. S. Sec. 3380a; May 2, 1902, 95 v. 354.) Cited. Mannington v. Railway Go., 8 O. L. R. 451, 467; 183 Fed. 133) (1910). Section 9028. (Proceedings to affect consolidation. ) Consolidation shall be made under the conditions and re- strictions following: 1. The directors of the several companies may enter into a joint agreement, under the corporate seal of each company, for the consolidation of the companies, prescribing the terms and conditions thereof, the mode of carrying it into effect, the name of the new company, the number of directors and other officers thereof, their places of residence, the amount of the capital stock of the new company agreed upon, the number of shares thereof, the amount of each share, and the manner of converting the capital stock of each constituent company into that of the new company, with such other details as they deem necessary to perfect the new organiza- tion and consolidation of the companies. G. C. § 9928 OHIO PRIVATE CORPORATIONS. 1424 2. The agreement shall be submitted to the stockholders of each of the companies, at a meeting thereof called sep- arately for the purpose of taking it into consideration. Due notice of the time and place of holding such meeting, and the object thereof, shall be given by written or printed no- tices addressed to each of the persons in whose names the capital stock of the companies stand on the books thereof, and by a like notice published in some newspaper in the city or village where such company has its principal office or place of business. But if all the stockholders are present at such meeting, in person or by proxy, such notice may be waived in writing. At the meeting of stockholders the agreement of the directors shall be considered, and a vote by ballot taken for its adoption or rejection. Each share of stock on which all the installments called for by the board of directors are paid, shall entitle the holder thereof to one vote. Ballots shall be cast in person or by proxy. If two- thirds of all the votes cast are for the adoption of the agree- ment, that fact shall be certified thereon by the secretary of each of the companies, and the agreement so adopted, or a certified copy thereof shall be filed in the office of the secretary of state. All consolidation agreements heretofore entered into and ratified by such companies substantially in manner as in this section prescribed, shall be as valid as if entered into and ratified by virtue of this section. (R. S. Sec. 3381; April 22, 1885, 82 v. 150; R. 8. 1880; March SU, hie) ai eu Newitt Consolidation of street railway companies. § 9127 et seq. Mining, etc., companies, § 10139. This section applies to the consolidation of a domestic corporation and a foreign corporation. Ashley v. Ryan, 49 O. S. 504, 528 (1892). Agreement for consolidation. The agreement of the directors of the consolidating companies is fatally defective if it does not state the num- ber and residence of the new directors. This provision of the statute is mandatory. State v. Vanderbilt, 37 O. S. 590, 654 (1882). See Trester v. Mo. Pac. R. R. Co., 33 Neb. 171 (1891). The agreement may require constituent companies to enter the con- solidation. free from debt. Railway Co. v. Bank, 68 O. S. 582 (1903). And may provide that of the stock apportioned to one of the con- stituent companies enough shall be sold to pay its floating debt, and the remainder distributed among the preferred and common stockholders in proportion to the relative value of each stock. Railway Co. v. Bank, 68 O. S. 582 (1903). A separate agreement between stockholders of the constituent com- panies may be incorporated by reference. A provision that all property matters, not specifically adjusted in the agreement of consolidation, should be adjusted pursuant to a separate agreement theretofore made by the — 1425 RAILROADS. G. C, § 9028 holders of a majority of the stock of each constituent company, is within the powers of the directors, and such separate agreement constitutes a part of the agreement of consolidation. Railway Co. v. Bank, 68 O. S. 582 (1903). The directors are not only expressly empowered to agree upon the manner of converting the capital stock of each of the companies into that of the new company, but they are invested with the widest discretion as to the details of the consolidation, which may not be specifically included in the words of the statute. Railway Co. v. Bank, 68 O. 8S. 582, 597 (1903). The companies may agree upon the number and amount of shares of the proposed consolidated company, may classify such new stock into “common” and “preferred,” and may issue a greater or less number of shares than that of the aggregate.of the constituent companies to secure a just and equitable division of property between the shareholders of the companies. Burke v. Cleveland, etc., Ry. Co., 22 W. L. B. 11 (1889). Where bonds were issued by a company, which afterward was con- solidated with another under a stipulation that said bonds should be pro- tected by the new company, the holders of such bonds have a lien on the property of the company. See Compton v. Railway Co., 45 O. S. 592 (1888). Where a contract of consolidation provided: ‘The consolidated com- pany shall not issue any evidences of funded debt, or execute any lease of railway property which may entail fixed charges, except by the consent of a majority in interest of the holders of the said preferred stock, to be expressed in writing under their signatures respectively,” etc., it was held that it did not conflict with §§ 8660 or 8709. Burke vy. Cleveland, etc., Ry. Co., 22 W. L. B. 11, 15 (1889). Where one clause of the contract of consolidation is illegal, and can be separated from the legal parts, the consolidation will not be enjoined, and the parties will be left to litigate the question as to legality of the clause when occasion requires it. Burke v. Cleveland, etc., Ry. Co., 22 W. L. B. 11, 16 (1889). The agreement should accurately describe the capital of the -eon- stituent companies. Bonds should not be designated as capital stock although § 8801 permits companies in process of consolidation to issue bonds instead of preferred stock. Rep. Atty. Gen. LOTS epee ou. Stockholders’ meeting. This section requires notice to be given to the persons “in whose name the capital stock of the companies stands on the books thereof.’ It does not provide for notice to, or require partici- pation by, a person who has a concealed equity in stock. A pledgee who has not had the stock transferred to his name on the corporate books is not entitled to notice. Railway Co. v. Bank, 68 O. S. 582, 599 (1903). Liability of consolidated company to unregistered pledgee. Where the joint agreement provided that certain stock of the consolidated com- pany should be distributed to one of the constituent companies, part’ of which should be sold to pay the floating indebtedness of that company, and the balance distributed among the stockholders of such company, Which agreement was assented to by the registered owners of certain ‘pledged stock of such constituent company, but without the knowledge of the pledgee of their stock, who held certificates assigned in blank, with- out a transfer; and the agreement was performed by the consolidated company by delivering the stock to “agents and proxies” designated by the constituent company and its stockholders, to carry out the joint agree- ment; the consolidated company is not liable for a conversion of the stock G. C. § 9029 OHIO PRIVATE CORPORATIONS. 1426 after delivering to the “agents and proxies.” A provision in the certifi- cates of the pledged shares that they are transferable on the books of that company only on surrender of the certificates is not violated by such a distribution of stock by the consolidated company. Railway Co. v. Bank, 68 O. S. 582. For cases involving similar. facts. See Robison v. Railway Co., 13 L. D. 1; s. ¢, 5 N. P. 293; 7 L. D. 312. Fuller v. Railway Co., 8 N. P. 605; 11 L. D. 574 (C. P. 1901). Powers of constituent companies. Under this section the parties to a consolidation agreement continue in the full exercise of their franchises and powers, and may accept subscriptions to their capital stock at any time before consolidation is consummated by filing the agreement of con- solidation with the secretary of state. Mansfield, etc., R. R. Co. v. Brown, 26 O. 8. 223 (1875). Stock issued by a constituent company after consummation of the consolidation is spurious. Worthington v. C. C. Ry., 9 C. C. n. 8. 433; 19 C. D. 321 (1904) ; aff'd, 75 O. S. 626. Suit to enjoin consolidation. To a suit to enjoin a consolidation of two railroad companies, and incidentally to enjoin one corporation from voting, on the question of consolidation, stock which it owns in the other, and to enjoin the latter from permitting such stock to be voted, the former corporation is an indispensable party. But on the issue of consolidation, the former is not an indispensable party. A suit to enjoin a consolidation because of alleged violation of the federal anti-trust laws cannot be entertained by a state court. Where a stockholder in a corporation seeking consolidation having only 1/1000 of 1 percent of its stock, all of which was acquired after the consolidation agreement had been made, sought to enjoin the con- solidation, it was held that ‘‘the court of equity will be strict in re- quiring the plaintiff to point out with precision and certainty in what respects the law is about to be violated and to show, clearly and positively, substantial and irreparable injury to its private rights.’’ General Investment Co. v. Railway, — U. 8S. —; 67 L. Ed. 108 (1922); s. ¢, 250 Fed. 160; 269 Fed. 235. Section 9029. (Effect of agreement to consolidate.) When the agreement is made and perfected, as provided in the next preceding section, and it or a copy thereof filed with the secretary of state, the several companies parties thereto shall be deemed and taken to be one company, pos- sessing within this state all the rights, privileges, and fran- chises, and subject to all the restrictions, disabilities, and duties, of a railroad company. (R. S. Sec. 3382; April 10, 1856, 53 v. 148, § 3.) > The consolidated company does not succeed to the rights, etc., of the = Me companies until the election of its first board of directors. Mansfield, etc., Co. v. Brown, 26 O. S. 223 (1875). ; By the consolidation of companies, whether of Ohio companies, OF Ohio and foreign companies, a new corporation is formed which succeeds to all the property of the original companies and assumes their liabilities. Ashley v. Ryan, 49 O. 8. 504, 529 (1892). EE ee ee 1427 RAILROADS. G. C. § 9031 Wabash, etc., Ry. Co. v. Ham, 114 U. S. 587, 595 (1884). Shields v. Ohio, 95 U. S. 319 (1880); s. c., 4 0. F. D. 471. Lee v. Sturges, 46 O. S. 153, 169 (1889). A railroad corporation formed by the consolidation of an Ohio Company with a company or companies of another state or states, under cooperative legislation in the different states, becomes one company with a status in each state, possessing in Ohio all the rights, privileges and franchises, and subject to the restrictions and dis- abilities of an Ohio company. Pollitz v. Commission, 96 O. S. 49 1917). the nominal existence of the several constituent companies is terminated, but their substantial existence is perpetuated by being merged in the consolidated company.’’ Trust Co. v. Traction Co., 106 OG, 8.677 11922)" s2'e5 20 NOP. nls 219) So far as concerns unpaid dissenting stockholders, the old companies may be deemed in existence after the filing of the agreement. Railway Co. v. Garrett, 50 O. S. 405, 417 (1893). Boehmke v. Traction Co., 88 O. S. 156, 161 (1913). It is only as to creditors that constituent companies remain alive. Stock issued by a constituent company, after consolidation, is spurious. Worthington v. Railway Co., 9 C. C. n. s. 433; 19 C. D. 321 (1904) ; aff'd, 75 O. 8. 626. A decree against a company formed by the consolidation of com- panies of several states may be made against the whole road, and not merely against so much as is in the state. Scofield v. Railway Co., 43 O. S. 571, 621 (1885). Section 9030. (Effect of agreement of consolidation as evidence.) A copy of the agreement. and act of consolida- tion, duly certified by the secretary of state, shall be re- ceived in the courts of this state as prima facie evidence of the existence of the several companies parties to it, prior to and at the time of the execution of the agreement, of the consolidation of the companies, as specified in the agree- ment, that such consolidation was authorized by the laws of the several states within which the several companies were chartered, and into which the consolidated road ex- tends, and of all the facts, statements, and covenants set forth and recited in the agreement and act of consolidation, and in the certificate endorsed thereon. (R. S. Sec. 3391; February 19, 1858, 55 v. 8, §1.) Section 9031. (Defects in consolidation agreements.) If the agreement for the consolidation of railroad companies heretofore filed in the office of the secretary of state is de- fective by reason of the omission of a statement either of the number of the directors or other officers, or their places of residence, or the number of shares of capital stock as required in such agreement by the laws of this state, such defect may be cured by filing in the office of the secretary of state a certificate signed by the president and the secre- tary of the consolidated company named in such agreement G. C. § 9032 OHIO PRIVATE CORPORATIONS. 1428 under its corporate seal, setting forth the omitted state- ments, which shall thereupon be considered a part of the agreement of consolidation, the same as if originally incor- porated therein, and such agreement and all rights, remedies, powers, duties, and acts thereunder be construed accord- ingly. Such agreement and certificate and copies thereof, duly certified by the secretary of state, shall be held and received in all courts and other places as constituting the agreement of the consolidation of such companies to all intents and purposes, as if no such omission or defect had ever existed in such agreement. (R. S. Sec. 3282-1; April 7, 1882, 79 v. 126, §1.) Section 9032. (Curing defects in railroad agreements. Certificate of consolidated company.) If the agreement or certified copy thereof for the consolidation of railroad companies, heretofore filed in the office of the secretary of state, is defective by reason of the omission of a state- ment of the place of residence of the directors, or the number and places of residence of the other officers, as required in such agreement by the laws of this state, but when in pursuance of such agreement an election of di- rectors has been had, and other officers have been elected or appointed, all such defects in such agreement, and any defect in the certificates thereon, may be cured by filing im the office of the secretary of state a copy of the proceedings of the election duly certified by the secretary of the con- solidated company, under its corporate seal, to be such copy, and the certificate signed by the president and secretary of the consolidated company under its corporate seal, set- ting out the respective places of residence of the directors first elected, and of the officers first elected or appointed at the time they were so elected or appointed, which shall thereupon be considered a part of the agreement of consoli- dation the same as if originally incorporated therein. Upon filing such certified copy of the proceedings and certificate, all such defects existing prior to the filing of such certified copy of the proceedings and certificate, shall be cured, and the several acts of such company shall be held valid, and the agreement and all rights, remedies, powers, duties, and acts thereunder be construed accordingly. The agreement, proceedings and certificate, and copies thereof, duly certi- fied by the secretary of state, shall be held and received in all courts and other places as constituting the agreement of consolidation of such companies, to all intents and purposes as if no omission ever existed in such agreement or the cer- 1429 RAILROADS. G. C. § 9034 tificate thereto. (May 20, 1910, 101 v. 326; R. S. See. 3382-2; January 20, 1887, 84 v. 3.) Section 9033. (How defects cured in reference to stock.) If the agreement or a certified copy thereof for the con- solidation of railroad companies heretofore filed in the office of the secretary of state, states the number of shares of the capital stock of the new company, and the amount of each share, but is defective by reason of*the omission of a state- ment of the amount of the capital stock of the new com- pany agreed upon as required by the laws of this state in such agreement, such defect may be cured by filing in the office of the secretary of state a certificate signed by the secretary of such consolidated company, under its corporate seal, setting out the amount of the capital stock of the new company agreed upon, which shall be ascertained by mul- tiplying the number of shares of capital stock named in the agreement by the amount of each share named in the agree- ment in dollars, as shown in the original agreement or the certified copy thereof filed in the office of the secretary of state, and which certificate shall thereupon be considered a part of the agreement of consolidation the same as if originally incorporated therein. Upon filing such certificate such defect shall be cured and such consolidation and the several acts of the company shall be held valid, and the agreement and all rights, remedies, powers, duties, and acts thereunder be construed accordingly. Certified copies of such certificate and the agreement of consolidation, duly certified by the secretary of state, shall be held and received in all courts and other places as constituting the agreement of consolidation of such companies, to all intents and pur- poses, as if no omission or defect had ever existed in such agreement. (R. S. Sec. 3382-3; February 18, 1887, 84 v. 29, § la.) Section 9034. (Stockholder refusing to. consolidate shall be paid market value; conditions. Disagreement as to value ef stock or amount of damages; right of appeal to public utilities commission. Duties and powers of public utilities commission upon submission of question for arbitration. Dis. Satisfied stockholder may file suit in common pleas court. Defining ‘‘stockholder’’.) A stockholder who refuses to con- vert his stock into that of the consolidated company, shall be paid, in accordance with the provisions of this section, either the full market value thereof at the date of the making of the agreement of consolidation by the directors, without re- gard to any depreciation or appreciation in consequence of such consolidation, or damages, if any, to him because of G. C. § 9034 OHIO PRIVATE CORPORATIONS. 1430 the proposed consolidation, if he voted for the rejection of the agreement of consolidation and if, previous to such consolidation he so requires: Provided, however, that if the market price at the date of the making of the agree- ment of consolidation by the directors is abnormally en- hanced or depressed by unfair combinations or by an il- legal monopoly or by any other wrongful act, other evi- dence than the market sales at that time may be resorted to for the purpose of showing the fair value of the stock. If a stockholder so refusing to consolidate and the board of directors of the company desiring to consolidate cannot agree as to the value of such stock, or as to the amount of such damages, the parties, or either of them, may at any time within 30 days after the adoption of the agreement of consolidation by the stockholders as in section 9028 pro- vided, or at any time before completion of consolidation if said completion be effected after said period of 30 days, apply by petition to the public utilities commission for a submission of the questions to arbitration by said commis- sion. Upon reasonable notice to the parties, the public utilities commission shall thereupon proceed to arbitrate the questions and shall appraise said stock and ascertain the full market value thereof at the date of the making of the agreement of consolidation by the directors, and shall also estimate and determine the damage, if any, to such stockholder by the proposed consolidation if he be required to convert his stock. After notice, hearing and determin- ation, the commission shall make an order directing the said company to pay such stockholder, on or before a day. named, either the full market value of such stock as so ap- praised and ascertained, or the amount of damages, if any, so estimated and determined. Said company may, at its election either pay to the said stockholder the amount’ of damages so found and-awarded, if any, or the value of the stock so ascertained and determined, or may deposit the amount with the common pleas court of the county in which it has its principal place of business. No right to payment for the value of his stock or for damages because of the proposed consolidation shall be claimed by or accrue to any stockholder who has not voted for the rejection of the agreement of consolidation at the meeting of stock- holders held for that purpose pursuant to section 9028, and who does not in addition thereto, previous to such consolidation notify, in writing, the company of his re- fusal to convert his stock and of his demand for payment of the full market value thereof, or for damages, and who oo 1431 | RAILROADS. G. C. § 9034 does not, in the veent of failure to agree with the directors of the company in respect to the value of the stock or the amount of damages to be paid, apply, to the public util- ities as herein provided, and no action affecting a railroad consolidation shall be brought by or on behalf of any pri- vate person except in accordance with the provisions of this section. After application or petition to the public utilities commission, as herein provided, the dissenting stockholder may not recant his» action in this regard nor insist upon conversion of his stock or the payment of dam- ages except pursuant to the order of the commission or to the judgment of the court as in this section provided. But if such conditions as to voting, notice and application to the public utilities commission are observed, the stockholder’s rights shall not affect the completion of the consolidation, and shall not be affected by such completion, except that the right to payment for the value of the stock, or of dam- ages, shall not accrue until the completion of the consoli- dation by filing the agreement or a certified copy thereof in the office of the secretary of state, as provided in section. 9028, and such right, subject to the provisions of this sec- tion, shall continue after the completion of the consolida- tion as aforesaid and shall not be defeated by such event, and shall be enforceable either against the consolidated company or against the constituent company against which claim is made, and the existence of such constituent com- pany shall be continued after consolidation so far as may be necessary to give effect to this law. Upon the payment or deposit of the value of the stock so appraised and ascer- tained, as aforesaid, the stockholder shall transfer the said stock to the company making the payment, to be disposed of by the directors of said company or of the consolidated company, or to be retained for the benefit of the remain- ig stockholders. Upon the payment or deposit of the amount of the damages so estimated and determined, the stockholders shall be required to convert his stock as pro- vided in the agreement for consolidation approved by the stockholders. If said company does not comply with said order within the time limit in such order, or if any stock- holder is dissatisfied with ‘the order, said stockholder or any person for whose benefit such order was made, may at any time within thirty days after expiration of the time limit in such order, file in the common pleas court of the county in which the principal office of said company is lo- cated in this state, or in the common pleas court of Frank- lin county, a petition setting forth briefly the causes for G. C. § 9034 OHIO PRIVATE CORPORATIONS. 1432 which he claims damages, and the order of the commission in the premises. Such suit in the common pleas court shall proceed in all respects like other civil suits for damages, except that on the trial of such suit the findings and order of the commission shall be prima facie evidence of the facts therein stated. Due credit shall be allowed for all amounts paid or deposited by the company and the company shall have the right to recover back all amounts paid or de- posited in excess of final judgment. The jurisdiction vested in the probate court in respect to the matters covered by this section is hereby abolished and repealed and all such jurisdiction is conferred upon, transferred to and vested in the common pleas courts as herein provided; all cases pending in the probate court shall be deemed pending in and be transferred forthwith to said common pleas court of Franklin county; and all matters covered by this sec- tion which have been submitted to arbitration and are now pending in the hands of arbitrators appointed by or under the authority of the probate court, shall be deemed pend- ing before and shall forthwith be transferred to the publi utilities commission. The word ‘‘stockholder’’ as above used shall be limited to mean and construed as meaning a bona fide holder of record at the time of the agreement for the consolidation by the directors. (110 v. 228; R. S. See. 3388; March 16, 1892, 89 v. 88; April 4, 1890, 87 v. 159; April 10, 1856, 53 v. 143, § 10.) See § 8713. The remedy provided by this section does not bar a suit by a stockholder to enjoin an illegal combination. General Co. v. Railway, 250 Fed. 160 (C. OC. A. Ohio 1918); s, ¢., 269 Fed, 235; — U. 8. —; 67 L. Ed. 108. ‘‘Market value.’’ Market value under this section is properly ascertained by evidence of sales of stock. Value of the corporate property and earning power of the corporate business are not elements for consideration. Society v. Railway Co., 28 O. C. A. 454 (1918). The right to consolidate on the vote of two-thirds of the stock is a part of the contract of each stockholder and the company and other stockholders, and if a stockholder does not assent he must sell his shares as provided by statute. Burke v. Cleveland, etc., Ry. Co., 22 W. L. B. 11, 16 (1889). Under the act of 87 v. 159 it was held that a dissenting stockholder could compel the submission to arbitration of the question of the value of his stock, and that an agreement to-arbitrate was not required. Railway Co. v. Garrett, 50 O. S. 405 (18938). A failure to make a demand before the consolidation agreement is = filed with the secretary of state (§§ 9028, 9029) or a failure to make an attempt to agree with the company does not defeat the right of a dis- senting stockholder. Railway Co. v. Garrett, 50 O. S. 405 (1893). 1433 RAILROADS. G. C. § 9037 It is the duty of a company proposing to consolidate to ascertain who, if any, of its stockholders refuse to convert their stock and to cause the value of the stock of dissenting stockholders to be ascertained and paid. : Railway Co. v. Garrett, 50 O. S. 405 (1893). Section 9035. (Provision applies only to stockholders of a domestic corporation.) In cases of the consolidation of railway corporations of this with those of another state, as by law provided for, the provisiong of the next preceding section shall apply only to stockholders in Ohio companies, and not to those of a foreign corporation; it being the intent to have their rights determined by the law of the states creating them. (R. S. Sec. 3388a; March 15, 1892, 89 v..88.) Section 9036. (Notice of application of appointment.) In all such cases of arbitration the party desiring it must give the opposite party at least ten days’ notice of his inten- tion to apply to the judge for the appointment of arbitrators which notice shall be served in the manner provided for the service of a summons and shall specify the time and place for the hearing.of the application. In cases of non- residents the notice shall be by publication, for four con- Secutive weeks, in some newspaper printed in the county. (R. S. See. 3390; April 10, 1856, 53 v. 143, § 11.) Section 9037. (Election of directors of consolidated company.) The stockholders at the meeting called to con- sider the agreement, after its adoption, shall appoint a time and place for the election of the directors and other officers. for the new company, notice of which must be given by the Secretary of each of the companies in some newspaper printed, or of general circulation at the place of the princi- pal office of each company, at least three weeks previous thereto. But if at each meeting all the stockholders of the constituent companies are present, either in person or by proxy, in writing or by resolution they may waive such no- tice, and consent to hold such meeting and election at any time. It shall be conducted in the manner prescribed by the stockholders at such meeting. (R. S. Sec. 3383; April 22, 1885, 82 v. 150; 53 v. 143, § 4.) The election of directors under this section is unauthorized until the agreement has been filed with the secretary of state. The consolidating companies continue for the purpose of holding and controlling all rights 4nd franchises until the election is had. The divesting of the old and _ the investing of the new corporations are simultaneous, Mansfield, ete., R. R. Co. v. Brown, 26 O. S. 223 (1875). At the meeting provided for by this section the stockholders have no corporate duty to perform; therefore, the fact that some of the stock- G. C. § 9038 OHIO PRIVATE CORPORATIONS. 1434 holders have been enjoined from participating in such a meeting does not constitute a ground for the appointment of a receiver of either of the consolidating companies, for such persons could act only in the capacity of stockholders. ; Railway Co. v. Jewett, 37 O. S. 649 (1882). Section 9038. (Property of old companies vests in new.) Upon the election of the first board of directors for the company created by the agreement of consolidation, all the rights, privileges, franchises of each company to the agree- ment, and all property, debts due on account of subscriptions for stock, or other things in action, are to be deemed trans- ferred to and vested in such new company, without further act or deed. All property, rights of way, and other in- terests, shall be as effectually the property of the new com- pany as they were of the companies parties to the agree- ment. Title to real estate either by deed, gift, grant, or by appropriation under the laws of this state, shall not revert or be impaired by reason of the consolidation. But rights of creditors, and liens upon the property of either company, shall be preserved unimpaired, and the respective companies deemed to be in existence to preserve them. Debts, lia- bilities, and duties of either company, thenceforth shall at- tach to the new company, and be enforced against it to the same extent as if such debts, liabilities, and duties had been contracted by it. (R. S. Sec. 8384; April 10, 1856, 53 v. 148, § 5.) The property of the constituent companies does not vest in the con- solidated company until the election of the first directors. Mansfield, etc., R. Co. v. Brown, 26 O. S. 223 (1875). Liability for debts of constituent companies. It is competent for the directors to agree that the constituent companies shall enter the con- solidation free from debt, although if they do not do so the liabilities of such companies will attach to the new company under this section. Railway Co. v. Bank, 68 O. S. 582, 597 (1903). The new consolidated company is liable for the torts of the original company. Boehmke v. Traction Co., 88 O. S. 156 (1913). A dissenting stockholder may prosecute his claim against the new company which takes the property of the old company charged with the payment of its debts. Railway Co. v. Garrett, 50 O. S. 405, 417 (1893). _. An agreement by a constituent company to maintain a water course is binding on the consolidated company. Bell v. Railway, 3 CO. CG. 31; 2 0. D. 19. Under the former stockholders’ double liability law, a creditor of @ constituent company was entitled to subject the statutory liability of stockholders of the new corporation. Marriott v. Railway, 16 L. D. 135 (1905); 8. ¢, 8 C. C. n. s. 495; 10 C. C. n. s. 573; 20 C. D. 419. For rights of creditors of a corporation on sale of its entire as- sets, see note to § 8710. 1435 RAILROADS. G. C. § 9038 How liability enforced. General creditors have no lien upon the property of constituent companies before consolidation, nor afterward un- less such lien is established by judgment and execution. Greene v. Railroad Co., 62 O. S. 67, 79 (1900). The consolidated company holds its property acquired by such con- solidation in its own right, and not in trust for the constituent com- panies, and such property can not be reached by creditor’s bill. Greene v. Woodland, ete., R. R. Co., 62 O. S. 67 (1900). But it has been held that an agent of the consolidated company may be guilty of contempt of court for forcibly preventing a levy on property transferred by a constituent company, under an execution issued on a judgment against such constituent company. State v. Brimson, 46 W. L. B. 275 (Sup. Ct. without rep., 1901). Where a suit was commenced against a constituent company, and an answer filed in its name by the attorneys for the consolidated company, the plaintiff was permitted to amend his petition and sub- stitute the consolidated company as defendent. Boehmke v. Traction Co., 88 O. S. 156 (1913). Equitable lien for debts of old company. On the consolidation of companies under this act the new company takes the property in its own right, subject only to the payment of the debts of the constituent com- panies. This liability is created by statute, and an equitable lien results as a consequence. Compton v. Railway Co., 45 O. S. 592 (1888). See Continental Trust Co. v. Toledo, ete, R. R. Co., 86 Fed. 929 (1898). Contra, Wabash, ete., Co. v. Ham, 114 U. S. 595 (1884). Wabash, etc., Co. v. Adelbert College, 208 U. S. 38 (1908). This equitable lien is a result of the proceedings under which the new company acquired its title to the property, and of it the creditors of the new company have, in law, the same notice they have of prior mortgages on the same property. Compton v. Railway Co., 45 O. S. 592 (1888). Where the consolidation agreement undertakes to protect certain unsecured debts of one of the constituent companies an equitable lien is established on the property of the old company to the extent of the debt. Compton v. Railway Co., 45 O. S. 592 (1888). . Contra, Wabash, etc., Co. v. Ham, 114 U. S. 595 (1884). See Wabash, etc., Co. v. Adelbert College, 208 U. S. 38, 44 (1908). Compton v. Jesup, 68 Fed. 263 (1895). Tysen v. Wabash Ry. Co., 15 Fed. 763 (1883). Bonds and mortgages of constituent companies. Consolidation does’ not discharge the lien of a mortgage on the property of a constituent company. Railway Co. v. Lynde, 55 O. S. 23, 56 (1896); aff’d, 172 U. S. 493. Bonds of a constituent company which are negotiated after such con- stituent company went out of existence, but before maturity of the bonds, are protected by this section. Railway Co. v. Lynde, 55 O. S. 23, 56, 57 (1896); aff’d, 172 U. S. 493. A mortgage by a constituent company covering after-acquired property, in the absence of countervailing reasons, will cover prop- erty acquired by the consolidated company, although the mortgage does not expressly cover property subsequently acquired by ‘‘succes- Sors’’ of the mortgagor. Property substituted by a lessee for mort- gaged property removed may also come under the mortgage. But the mortgage does not attach to property conveyed to the consolidated company by other constituent companies, on the con- G. C. § 9039 OHIO PRIVATE CORPORATIONS. 1436 solidation, unless so agreed and expressed in the terms of consolida- tion. Trust Co. v. Traction Co., 106 O. 8S. 577 (1922); s. ¢., 20 N. P. n, 8s. 219. Where mortgage creditors of a constituent company seek to set aside a transfer of its assets to the consolidated company, or to assert a first lien on such assets, on the ground that they were induced by fraud to sur- render their lien, the trustee of a mortgage executed by the consolidated company, on all its assets, is a necessary party. Union, ete., Co. v. Hess, 6 O. L. R. 372; 159 Fed. 889; 16 O. F. D. 73 (C. C. A. 1908). , An action to enforce a lien upon the property of a consolidated rail- road company, based upon an amount alleged to be due on equipment bonds issued by a constituent company, is an action not upon a liability created by statute, nor upon a written agreement, but is solely for equit- able relief and the period of limitation of such actions is ten years from the date when the cause of action accrues, and the cause of action ac- crues as to each installment when the same matures; the right to enforce the lien as to subsequently accruing installments of interest, or as to the principal of the bonds, can not be said to have accrued prior to the time when such installments and principal respectively matured. Adelbert College v. Toledo, ete., Ry. Co., 3 N. P. 15 (1894); 5 Dec. 14; s. c., 74 O. S. 483; 208 U. S. 44, 642. Miscellaneous. Subscriptions to the stock of constituent companies made after the enactment of this section pass to the consolidated com- pany; and suits may be brought thereon by the consolidated company. Mansfield, etc., R. R. Co. v. Brown, 26 O. 8. 223 (1875). Mansfield, ete., R. R. Co. v. Stout, 26 O. S. 241 (1875). It is only as to creditors that constituent companies remain alive after a consolidation is consummated. Stock issued by a constituent company after the consolidation is spurious. Worthington v. Railway Co., 9 GC. C. n. s. 433; 19 C. D. 321 (1904) ; aff'd, 75 O. S. 626. Where the transfer agent of a consolidated company transfers stock in a constituent company to secure his personal debt, and promises to exchange such stock for stock in the consolidated company, such promise is not admissible against the consolidated company in an action to com- - pel the exchange. Worthington v. Railway, 9 C. C. n. 8. 433; 19 C. D. 321 (1904); aff'd, no rep., 75 O. S. 626. Rescission of transfer to consolidated company. Where a consoli- dated company executed a mortgage to a trustee, to secure a bond issue, such trustee is a necessary party to an action brought by mortgage creditors of a constituent company who allege that they were induced by fraud to surrender their lien, and seek to set aside the transfer of assets to the consolidated company, or to assert a first lien on such assets. Union, ete., Co. v. Hess, 6 O. L. R. 372 (U.S. C. C. A. 1908). Appointment of receiver on rescission of sale of all the capital -stock of a corporation. See National Salt Co. v. United Salt Co., 8 N. P. 325; 11 L. D. 348 (Cx. P, 1901) 5,8. .¢.,, 12, L.,Ds, 886. ’ Section 9039. (Companies may dispose of stocks and bonds acquired by consolidation.) A consolidated railroad company formed by the consolidation of a railroad company or companies created by or existing under the laws of this state, and any other state or states, with a railroad com- 1437 | RAILROADS. G. C. § 9041 pany or companies of this state or of another state, may take, hold, pledge or otherwise dispose of under such terms and agreements as the board of directors of such consoli- dated railroad company prescribes, the stock and bonds of any other company acquired upon consolidation or received by virtue of any purchase or lease or operating contract heretofore or hereafter made or executed, and may maintain and operate a railroad purchased under authority of law, and lease or contract to operate a*part or all of a railroad constructed or in the course of construction by another company of this state or of another state, if the line of road covered by such lease or operating contract is connected with a line of road of such consolidated railroad company, on such terms as the companies agree upon. (R. S. See. 3384a; April 11, 1890, 87 v. 183.) Section 9040. (Consolidated company may issue stock in lieu of purchase money.) When a consolidated railroad com- pany described in the next preceding section is in posses- sion of or operating in connection with or extension of its own railroad line or lines, any other railroads or railroad in this state, or any other state or states under purchase, conveyance, lease, contract, or agreement, such consolidated railroad company may take a surrender or transfer of the whole or a part of the capital stock of the company, con- veying, leasing, or owning such railroad, from one or more stockholders, and issue in exchange therefor the like addi. tional amount of its own capital stock at par, or on such other terms and conditions as are agreed upon by the di- rectors of the consolidated railroad company. (R. S. See. 3384b; April 11, 1890, 87 v. 183.) Section 9041. (Property of company acquired by pur- chase vested in consolidated company.) When the whole of such capital stock is so surrendered or transferred, and a certificate thereof filed in the office of the secretary of state, under the common seal of the consolidated railroad com- pany to which such surrender or transfer shall have been made, the estate, property, rights, privileges, and franchises of the company whose stock was so surrendered or trans- ferred, thereupon shall vest in and be held and enjoyed by such consolidated company to whom the surrender or trans- fer was made, as fully and entirely, without change or diminution, as they before were held and enjoyed and be managed and controlled by the board of directors of such consolidated company to which such surrender or transfer shall have been made. The two companies thenceforth shall G. GC. § 9043 OHIO PRIVATE CORPORATIONS. 1438 be consolidated and be one company under the corporate name of such consolidated company, without any other formalities or proceedings. (R. S. Sec. 3384b; April 11, 1890, 87 v. 183.) Section 9042. (Effect of consolidation.) Nothing in the two next preceding sections shall relieve such consolidated company from paying the fee provided by law in ease a corporation files a certificate for an increase of its capital stock. The rights of a stockholder not surrendering or transferring his stock, shall not be affected hereby, nor existing liabilities or the rights of ereditors of the com- pany whose stock has been so surrendered or transferred, be affected by this or such preceding sections. (R. S. See. 3384b; April 11, 1890, 87 v. 183.) This section, in requiring the consolidated company to pay a percent- age fee on the capital stock acquired, is constitutional. Ashley v. Ryan, 153 U. S. 436; 8 O. F. D. 215; s. ¢., 49 O. S. 504 (1892). Where the transfer agent of a consolidated. company transfers stock in a constituent company to secure his personal debt, and promises to exchange such stock for stock in the consolidated company, such promise is not admissible against the consolidated company in an action to compel the exchange. Worthington v. Railway, 9 C. C. n. s. 483; 19 C. D. 321 (1904); aff'd, no rep., 75 O. S. 626. Section 9043. (To establish a principal office.) As soon as convenient after the consolidation, the new company shall establish a principal office at some point in this state on the line of its road, but may change it at pleasure. Public notice of such establishment or change shall be given in some newspaper. This section and other laws respecting the residence of directors or corporations, the keeping of a principal or general office, and the records of corporations, shall not apply to consolidated railroad companies formed by the consolidation of a company or companies created by or existing under the laws of this state and any other state or states, with a railroad company or companies of this state or of any other state. The election for directors of such consolidated companies may be held at the principal office of the company, whether located in this or any other state under the laws of which the consolidated company was created. But at least two directors of such consolidated company must be residents of this state, and a general office of the company maintained within this state, of which notice shall be given as above provided. (R. S. See. 3385; April 11, 1890, 87 v. 184; April 10, 1856, 53 v. 143, § 6.) 14389 RAILROADS. G. C. § 9047 See § 8744. Inheritance tax on stock in consolidated company; see note to § 5348-2, and Opins. Atty. Gen. 1920, p. 952; 12 Dept. Rep. 603. Section 9044. (Actions against new company.) Suits may be brought and maintained against the new company in the courts of this state, for all causes of action, in the same manner as against other companies. (R. S. Sec. 3386; April 11, 1890, 87 v. 184; April 10, 1856, 53 v. 148, § 6.) Section 9045. (Taxation of road partly in this state.) That part of the road of such consolidated company in this state, and all its real and personal property therein, shall be listed for taxation and taxed in the same manner as the road and property of other railroad companies in this state. To ascertain the proportion of the rolling machinery subject to taxation here, the officer listing it shall ascertain the value of all the rolling machinery of the company, and return a sum bearing such proportion to the value of the whole, as the length of the line of such road in this state bears to the length of the whole line. (R. 8S. Sec. 3387; April 10, 1856, 53 v. 148, § 8.) Section 9046. (Proof dispensed with.) It shall not be necessary to produce or prove the charters of the companies, parties to such consolidation, the laws of the several states under and by virtue of which such consolidation was ef- fected, or the original articles of consolidation, in any suit brought to charge such consolidated company with a lia- bility of either of the companies, parties to the act of con- Solidation. (R. 8. Sec. 3392; February 19, 1858, 55 v. 8, § 2.) Section 9047. (Two or more companies owning a road may divide and dispose of it.) When two or more railroad companies, are owners in common of the whole or a part of a railroad situate within this state, and by reason of Inequality in the amount of business done thereon by each company, require a different degree and extent of improve- ment and development, such companies may enter into any arrangement they agree upon, for enlarging, improving, developing or increasing the facilities of such road or any part thereof. In pursuance of such agreement, or other- wise, they may make such division of the railroad and ap- purtenances thereon, and execute and deliver each to the other, or to any other railroad company having authority to purchase it, such deed or deeds of conveyance for the whole or part of such railroad, as is agreed upon between G. C. § 9049 OHIO PRIVATE CORPORATIONS. 1440 such companies. Nothing herein shall impair the lawful lien of any creditor upon the railroad as conveyed. (R. S.— Sec. 3392-1; April 11, 1883, 80 v. 111, §1.) Section 9048. (Proceedings when companies cannot agree on a division.) If such companies are unable to agree upon an equitable plan for improving and developing, or for the division and sale of the railroad and appurtenances or part thereof so owned in common, either company from time to time may file with the state railroad commission a statement, under its seal, of the character and estimated cost of any addition, or change in the nature of the roadbed, right of way, main or side track or tracks, bridges, culverts, build- ings, structures, fixtures, or appurtenances or either or any part thereof of such railroad, or part thereof, desired by such company, and of its inability to agree with the other joint owner or owners in respect to making them. Upon receipt of such statement the commission within thirty days of its filing, shall appoint a time when the owners of such railroad or part thereof may be heard respecting the rea- sonableness and necessity of such proposed additions or improvements, and give due notice in writing of the time and place of such hearing to each of the owners. Such commission may. make such order in respect to the reason- ableness or necessity of the whole or any part of such addi- tions or improvements, as well as the manner in which they are to be made, and the periods within which they shall be paid for, as to it seems proper, and its decision in the mat- ter shall be final. (R. S. Sec. 3392-2; April 11, 1883, 80 v. TH, $2.) Section 9049. (Cost of improvements.) The cost of such additions or improvements, unless otherwise agreed between the joint owners, shall be paid by them in proportion to their ownership in the joint property, irrespective of the amount of traffic which each owner may then have passing over such railroad. If either owner fails or refuses to pay the share of cost due from it on the basis herein fixed, or within the period or periods fixed by such commission, suit may be entered and judgment taken against that party. Such judgment shall be a valid lien upon the interest in such railroad or part thereof owned jointly of such party im default, and may be sold at public sale as in other cases upon execution. (R. S. See. 3392-8; April 11, 1883, 80 v. 111, §3.) ; Cited, Stewart v. Railway, 53 O.S. 151. 1441 RAILROADS. . G. C. § 9053 Section 9050. (Who may purchase.) A railroad com- pany having authority to own or operate a railroad in this state, may purchase such interest at such sale, and enjoy and exercise in respect thereto, all the rights, privileges and franchises which were exercised or enjoyed by the com- pany owning it up to the time of sale. The compulsory power of enforcing additions or improvements provided for in this and the two preceding sections shall not extend to local or terminal depot or shop grounds or facilities, the joint use of which is not needed by all the joint owners. (R. 8. See. 3392-3; April 11, 1883, 80 v. 111, § 3.) Section 9051. (Partition not compulsory.) Nothing in the four preceding sections shalt be held to imply or confer a right or power of compulsory partition of the joint prop- erty against the will of either of the joint owners; but it may be sold upon execution as therein provided. (R. S. Sec. 3392-4; April 11, 1883, 80 v. 112, § 4.) Section 9052. (Company selling interest may purchase or condemn land along route.) If, pursuant to the agreement or to the proceedings above provided for, either company sells or conveys or suffers to be sold or conveyed, its interest in the railroad or part thereof so owned in common, such company may acquire by purchase or condemnation, such land as is needed to enable it to construct, maintain and Operate, a railroad along and adjacent to such part of its chartered route as was so sold or conveyed, and it shall have and enjoy all rights and franchises in respect to such newly acquired railroad as were held and enjoyed in respect to the railroad sold or conveyed. (R. S. Sec. 3392-5; April 11, 1883, 80 v. 112, §5.) Section 9053. (To what companies these provisions ap- ply.) Section ninety hundred and forty-seven to ninety hundred and fifty-two both inclusive, shall apply in ease | One or more companies or owners in common has leased its interest in the portion of railroad owned in common, and the lessee of such interest may unite with the lessor in the / agreement provided for in such section ninety-hundred and forty-seven or with such lessor and owner be compelled to make or pay for the addition and improvements contem- Ae therein. (R. S. Sec. 3392-6; April 11, 1883, 80 v. 112, G. C. § 9054 OHIO PRIVATE CORPORATIONS. 1442. CHAPTER 8. SALES AND RECEIVERS. Private Sale. § 9065. When action brought; ser- vice. : § 9054. Company may sell road-bed § 9066. Application of funds; lien. and right of way. § 9067. When receiver must de- § 9055. Transfer to be by deed. posit money. § 9056. Two-thirds in interest of § 9068. Certain roads may be sold stockholders must con- at judicial sale. sent. § 9069. Receiver must petition § 9057. What interest dissenting therefor. stockholder may retain. § 9070. Order for appraisement. § 9058. Title vests in grantee. § 9071. Notice of sale to be pub- § 9059. Certain rights of way for- lished. feited. § 9072. Spbaa od SNe of sale and : eed. ? Equipment Contracts. bore How proceeds distributed. 9074. Who may purchase prop- § 9060. Certain contracts of sale erty. void unless recorded. § 9075. How purchaser may ac- § 9061. Parties may provide for a quire franchise. conditional sale in a lease. § 9076. Purchaser at judicial sale § 9062. Secretary of state to file may sell road, grant to be contracts. recorded. § 9068. Construing application of § 9077. Any number of persons. preceding sections. may purchase, and incor- : porate, Receiver and Judicial Sales. § 9078. May issue stock and bonds to pay purchase price. § 9064. Receiver. ; 4 PRIVATE SALE. Section 9054. (Company may sell roadbed and right of way.) A company, owning in whole or part a roadbed and right of way for a railroad within this state, including those acquired by purchase at judicial sale, which, from lack of means, or other cause is unable to complete the construction of the proposed line of road thereon, may sell, assign and transfer it, or a part thereof, to any other company incor- porated under the laws of Ohio, with authority to construct and operate a railroad over the same route, or any part thereof, which transfer shall include all work done upon such line of road, with all material furnished therefor, not exempted by the terms of the grant, and all rights, privi- leges, and easements, as fully as they are or may be pos- sessed by the company making the transfer, and to the same extent, vest the title of and the right to enjoy them in such grantee. (R. S. Sec. 3409; May 5, 1868, 65 v. 142, §1; May 7, 1869, 66 v. 334, §§1, 2.) ras _A railroad company can not acquire a parallel and naturally com- Bape ravay, although under construction and not completed. § ; State v. Railway Co., 13 C. C. n. s. 145; 22 C. D. 147 (1910). v~ ~ Ib Teo. 124 (1904). See Day v. Railway, 5 C. C.n.s. 393; 17 C. D. 60; reversed 73 O. S: 83. But a change by an interurban road, whereby, for one square, the street is abandoned for a private right of way to avoid sharp curves, is not fraudulent per se against abutting owners. Ireton Bros. v. Traction Co., 2 N. P. n. s. 317; 15 L. D. 129 (1904). Conditional consents. A consent given upon condition that construe- tion be commenced and completed within a certain time is upon a condi- tion subsequent and effective only between its signer and the grantee of the franchise. Such condition does not prevent the council from acting upon the consent. Simmons v. Toledo, 8 ©. C. 535; 4 C. D. 69 (1890) ; aff'd, no rep., 51 O. S. 626. Only the persons giving conditional consents may take advantage of a violation of the conditions. Abutting owners who did not consent can not complain of such violations. Barney v. Mt. Adams, ete., Co., 30 W. L. B. 286 (Cin. Super. Ct.). RIGHT OF ACCESS, _In absence of statute requiring consents abutting owners in munici- palities have right of access only. So long as his right of ingress and egress is not materially interfered with, an abutting owner in a munici- pality can not prevent. the construction and operation of a street railway, if permission has been duly given by the municipal authorities. Traction Co. vy. Parish, 67 O. S. 181, 191 (1902). Isom v. Low Fare Ry. Co., 10 C. C. n, s, 91; 19,C. D. 583 (1907) ; aff'd, no rep., 77 0. S. 638. Street Ry. v. Cumminsville, 14 0. 8. 523 (1863). > abe 1477 STREET AND INTERURBAN. G. C. § 9105 Interference with right of access. See also § 8765 and notes. i Held not to constitute. Tracks which leave ten feet between the curb and the nearest track. Barney v. Mt. Adams, etce., Co., 30 W. L. B. 286, 288. Double tracks so located that wagons can not stand at right angles with the curb while being loaded and unloaded. Miller v. Columbus Ry. Co., 13 L. D. 418 (1902). Sells v. Columbus St. Ry. Co., 28 W. L. B. 172 (1892). Oviatt v. Akron St. Ry. Co., 2 N. P. 84; 3 L. D. 252 (1895). Trolley poles. ‘ Mt. Adams, ete., Co. v. Winslow, 3 C. C. 425; 2,-C..D. 240 (1888)... See Simmons v. Toledo, 8 C.-C. 535; 4 C. D. 69 (1890). Tracks laid close to sidewalk at corner so that, in turning the cor- ner, the body of the car extends over the sidewalk. Powell v. Columbus, ete., Co., 10 N. P. n. s. 266; 20 L. D. 313 (1910). Held to constitute. Water thrown upon land by construction. A. B. & CG. Ry. v. Keck, 13 C. D. 57. Tracks laid within two or three feet from the sidewalk in front of stores. Street Ry. v. Cumminsville, 14 0. S. 523, 543 (1863). See Schaaf v. Railway Co., 66 O. S. 215 (1902). Tracks laid on one side of a highway without conforming to the grade, and without filling in between the rails. McMacken v. C. & H., etc., Co., 5 N. P. 367; 5 L. D. 358. Temporary interference incident to the construction of a street rail- way can not be complained of by abutting owner. Glidden v. Cincinnati, 30 W. L. B. 213. Estoppel by written consent. An abutting owner, who has given his written consent, can not complain of the additional burden, but if his easement of access is interfered with in the construction of the railway he is entitled to an injunction. Powell v. Railway Co., 10 N. P. n. s. 266; 20 L. D. 313 (1910). Transit Co. v. Traction Co., 12 L. D. 1, 4 (1901); s. ¢, 69 O. S. 402. Liability to abutting owners, for injuries to trees in highway. A. B. & C. Ry. v. Keck, 13 C. D. 57. Keefe v. Cleveland City R. Co., 8 N. P. 466; 11 L, D. 568. Rights of street railway and abutting owners in streets limited. A street railway can not lawfully occupy the track in front of business premises for an unreasonable time, nor can an abutting owner occupy the tracks for an unreasonable time so as to interfere with movement of cars. Miller v. Columbus Ry. Co., 13 L. D. 418 (1902). See Traction Co. v. Sterling, 9 C. C. n. s. 200; 19 C. D. 227 (1906). STREET RAILWAY AS AN ADDITIONAL BURDEN. In municipalities. The construction and operation of a street rail- way upon a street is a proper street use, and not a new or additional burden entitling abutting owners to compensation. Billings v. Railway, 92 O. 8. 478 (1915). Trolley poles do not render the use a new or additional burden. Simmons v. Toledo, 8 C. C. 535; 4 C. D. 69 (1890). Sells v. Columbus St. Ry., 28 W. L. B. 172 (1892). Akron, ete., Transit Co. v. Erie R., 7 C. C. n. s. 199, 202; 18 C. D. 36 (1905). Railway v. Winslow, 3 C. C. 425; 2 C. D. 240 (1888). G. C. § 9105 OHIO PRIVATE CORPORATIONS. 1478 Interurban railways outside of municipalities. An interurban rail- way, with T rails, built entirely on one side of a highway, between im- proved farms and the roadway, the company having authority to operate an unlimited number of cars for passengers, mail and freight, is an addi- tional burden similar to that of a steam railroad. Schaaf v. Cleveland, etc., Co., 66 O. S. 215 (1902). Chestnut v. Columbus, etc., Ry., 15 L. D. 336 (1905); affirmed, 76 O. S. 567. Miller v. Columbus Ry. Co., 13 L. D. 418 (1902). A steam railroad is an additional burden. Lawrence R. R. Co. v. Williams, 35 O. S. 168 (1878). An additional switch laid in the highway subsequent to construction of road is an additional burden. Chambers v.", Cleveland, ‘etc.,°'@o.; "5*,C> Eons. +2983" 17" "C.D: 193 (1904) ; aff'd, no rep., 73 O. S. 348. Chestnut v. Columbus, ete., Ry., 15 L. D. 336 (1905); aff’d, no rep., 76 O. S. 567. Estoppel by consent. An abutting owner, who has signed a written consent, is estopped from complaining of the additional burden. Powell v. Columbus, ete., Co., 10 N. P. n. s. 266; 20 L. D. 313 (1910). INJUNCTION AGAINST CONSTRUCTION OF ROAD WITHOUT VALID CONSENTS. Suit by abutting owner. Where a franchise is granted without the required number of valid consents, the construction of the railway may be enjoined at the suit of an abutting owner. Roberts. v. Easton, 19 O. 8. 78 (1869). Mt. Auburn, etc., Ry. Co. v. Neare, 54 O. S. 153 (1896). Lack of valid consents is; as a general rule, the only ground upon which an abutting owner, as such, may complain. Other defects in a grant may be attacked only by the public. Glidden v. Cincinnati, 30 W. L. B. 213. Sloane v. Peoples, etc., Co., 7 C. C. 84, 89; 3 C. D. 674 (1893). Barney v. Mt. Adams, etc., Ry. Co., 30 W. L. B. 286. Raynolds v. Cleveland, 2 C. C. n. s. 189, 154; 14 C. D. 215 (1902). Ireton Bros. v. Ft. Wayne, etc., Co., 2 N. P. n. s. 317; 15 L. D. 129 (1904). Dietz v. C. & M. V. Traction Co., 4 Ne P. 399. An abutting owner on one street can not complain of lack of consents of owners of property on other streets. Toledo Cons., ete., Co. v. Toledo Elec., etc., Ry., 6 C. C. 362, 387; 3 C. D. 493; aff'd, 50 O. S. 603. Mathers v. Cincinnati, 3 W. L. B. 709. An abutting owner may enjoin interference with his property right of ingress and egress, Street Ry. v. Cumminsville, 14 O. S. 523 (1863). Powell v. Columbus, ete., Ry., 10 N. P. n. s. 266; 20 L. D. 313 (1910). The motive of an abutting owner in bringing suit is immaterial. It is no defense that he is acting for the benefit of competing railways. Traction Co. v. Parish, 67 O. S. 181, 189 (1902). Isom v. Low Fare Ry. Co., 10 C. C. n. 8. 89; 19 C. D. 583 (1907); affirmed, no rep., 77 O. S. 638. A plaintiff, not in possession of abutting property, and whose owner- ship is doubtful, is not entitled to an injunction. His ownership must first be established at law. Swing v. Cincinnati, ete., Traction Co., 15 L. D. 70 (Cin. Super. Ct., Gen. Term, 1904). An abutting owner can not object to the operation of cars over exist- e479 STREET AND INTERURBAN. G. C. § 9105 ing tracks, on the ground that the length of new track is insufficient under G. C. § 9103. Sanfleet v. Toledo, 10 C. C. 460; 8 C. D. 711 (1893); affirmed, 54 O. S. 620. Where an interurban road outside of municipalities constitutes an additional burden, abutting owners may enjoin its construction until compensation is made. Schaaf v. Cleveland, etc., Co., 66 O. S. 215 (1902). Burden of proof. The action of a council in granting a franchise is not conclusive as to the number of valid consents. An abutting owner may raise the question. : Roberts v. Easton, 19 O. S. 78 (1869). Sommers v. Cincinnati, 8 Am. L. R. 612. But the presumption is in favor of the action of the council. The burden of proof is upon the abutting owner to show lack of valid consents. Simmons v. Toledo, 8 C. C. 535; 4 C. D. 69 (1890) ; aff’d, 51 O. S. 626. Ireton Bros. v. Ft. Wayne, ete., Co., 2 N. P. n. s. 317; 15 L. D. 129 (1904). Schwab v. Traction Co., 13 L. D. 116, 120 (1902). Cincinnati College v. Nesmith, 2 C. S. C. R. 24 (1870). Hamilton v. Railroad, 5 N. P. 457; 8 L. D. 174. Joinder of parties. Owners of property abutting on the same street may join as plaintiffs, but they may not join with owners of property on other streets. Glidden v. Cincinnati, 30 W. L. B. 213. Suit by solicitor or taxpayer. An injunction suit by a solicitor or taxpayer can not be predicated upon a lack of valid consents. Abutting owners, only, may complain on that ground. Glidden v. Cincinnati, 30 W. L. B. 213. Simmons v. Toledo, 5 C. C. 124; 3 C. D. 64 (1889); aff’d, 30 W. L. B. 392. Lima v. Cramer, 5 N. P. n.s. 113; 17 L. D. 245 (1906). Sommers v. Cincinnati, 8 Am. L. Rec. 612. Harrison v. Mt. Auburn, etc., Co., 17 W. L. B. 265. Hamilton v. C. & H., etc., Co., 5 N. P. 457; 8 L. D. 174. Nor can a solicitor base an action in quo warranto on such ground. State v. Oakwood, ete., Ry., 11 C. C. n. s. 263; 20 C. D..632 (1908) ; aff’d, no rep., 81 O. 8. 502. State v. Railway, 19 C. C. 79; 10 C. D. 418 (1899). MISCELLANEOUS. Right of abutting owners to prevent abandonment of part of line. Bickerstaff v. Steubenville, ete., Co. 5 O. L. R. 539 (Railroad Com- mission 1907). Cemetery v. Street Ry., 11 C. C. n. s, 429; 21 C. D. 51 (1908). License for temporary tracks is not a grant and may be given by a municipality without consents. Mathers v. Cincinnati, 3 W. L. B. 551, 709 (Cin. Super. Ct.). PUBLICATION OF NOTICE. Notice under § 3769 unnecessary for grant to construct extension. Railway Co. v. Railway Co., 5 C. C. n. s. 583, 596, 597; 16 C. D. 180 (1903); aff’d, no rep., 73 O. 8S. 364. State ex rel. v. Cincinnati, ete., Co., 19 C. C. 79 (1899). Sommers v. Cincinnati, 8 Am. L. Rec. 612. See § 3777. G. C. § 9108 OHIO PRIVATE CORPORATIONS. — _ 1480 Section 9106. (When written consent not required.) But when such grant is made by the council of a municipal cor- poration, either for a new route or as an extension of an ex- isting route, in case the number of tracks threon or part thereof is not increased beyond the number for which econ- sents originally were obtained, on and along any part of a street or public way upon which a street railway has been operated within one year preceding under a grant or re- newal of a grant which has expired or within two years will expire, or when such a grant is made by the council of a municipal corporation or the commissioners of a county on and along any part of a street or public way upon the order or finding of any court of competent jurisdiction, or a judge thereof, in a hearing upon or growing out of a grade cross- ing elimination proceedings, in which hearing such court or judge has determined that the reasonable and practical solu- tion of the manner of eliminating a grade crossing requires that such a street or interurban railway shall be re-located or re-routed for a certain distance fixed by the court, it shall not be necessary to produce to the council or commissioners any written consents from the owners of the lots and land abutting on such part of a street or public way. (107 v. 533; R. 8. See. 3439; April 15, 1908, 99 v. 103; April 18, 1883, 80 v. 173; R. S. 1880; April 29, 1868, 65 vy. 112, $3.) Section 9107. (When property owner cannot withdraw consent.) Nothing contained in the preceding section shall permit a person owning property abutting on a street along, in or over which a street railway is about to be constructed, to withdraw his consent after an ordinance granting the right to construct and operate it has been read the second time, if at least thirty days elapsed since the first reading thereof, in the council or other body authorized to make the grant. (R. S. Sec. 34389a; May 10, 1902, 95 v. 475.) Except as prohibited by this section, an abutting owner may with- draw his consent, even when induced by a money consideration. Cleveland v. Cleveland City Ry. Co..3 C. C.-n.'s.563; 13°C, D.-ai@ (1902) ; reversing, 12 L. D. 623. Simmons v. Toledo, 8 C. C. 535; 4 C. D. 69 (1890). See Hume v. Hamilton, ete., Co., 13 L. D. 70 (1902). Section 9108. (Appropriation of property.) When the council or commissioners make such grant, the company or person to whom it is made may appropriate property neec- essary therefor, if tne owner fails expressly to waive his claim to damages by reason of the construction and opera- tion of the railway. (R. S. Sec. 3440; April 16, 1892, 89 v. 1481 STREET AND INTERURBAN. G. C. § 9108 349: April 11, 1890, 87 v. 178; March 27, 1866, 63 v. 55, §4; March 24, 1864, 61 v. 58, §1; S. & 8. 186; S. & S. 187.) Procedure in appropriation cases see § 11038 et seq. What property may be appropriated. Use of existing tracks may be. Street Ry. Co. v. Street Ry. Co., 50 O. S. 603 (1893). Consents of abutting owners under §§ 9105 and 3770 can not be. Traction Co. v. Parish, 67 O. S. 181 (1902). See § 9109. County road. See Railroad Co. v. Commissioners, 56 0. S. 1, 8 (1897). APPROPRIATION OF USE OF EXISTING TRACKS. Right of. A street railway, having a franchise to use the existing tracks of another street railway, may, under this section, appropriate such tracks to its use. Street Railway Co. v. Street Railway Co., 50 O. S. 603 (1893); aff’g, 6 C. C. 362; 3 C. D. 493. See Traction Co. v. Traction Co., 47 W. L. B. 854. Railway v. Railway, 26 W. L. B. 172. Sections 9120 and 9130 conferring power to make traffic agreements do not interfere with the right to appropriate use of existing tracks. State v. C. & H., etc., Ry., 19 C. C. 79; 10 C. D. 418 (1899). Successive proceedings. The appropriation of a part of existing tracks is not a bar to a proceeding to appropriate other portions. Toledo Consol., ete., Co. v. Toledo Elec., ete., Co., 12 C. C. 367; 5 C. D. 643 (1893). Appropriating company not joint owner of tracks. The appropriating company does not acquire a joint ownership in the tracks, and is not entitled to compensation from another company subsequently acquiring - right to use the same. Toledo Electric, ete., Co. v. Toledo, ete., Co., 10 C. C. 168; 6 C. D. 578 (1895); reversing 7 N. P. 211; 1 L. D. 33. Measure of compensation. See Toledo Cons., ete., Co. v. Toledo Elec., etc.; Co., 6 C. C. 362; 3 C. D. 493 (1892); (affirmed, 50 O. 8S. 603, except as to measure of compensation which was reserved for re-argument and after- wards dismissed by consent. 31 W. L. B. 348). Toledo Cons., etc., Co. v. Toledo Elec., etc., Co., 12 C. C. 367; 5 © PB. 643 (1893). Power of council to fix compensation. The council has no power To fix the compensation to be paid except when that right is reserved in the franchise of the owner of the tracks. Kinsman. etc.. Co. v. Broadway, etc., Co., 36 O. S. 239, 252 (1880). Pleading and evidence. Necessity for appropriation. The appropriating company need | not show necessity for use of the tracks. The action of the council in grant- Ing the franchise is, in the absence of fraud, convlusive. Toledo Cons., etc., Co. v. Toledo Elec,, etc., Co., 6 C. C. 362; 3 C.D. 493 (1892); affirmed, 50 O. S. 603. “ompliance with § 9103. That eight times the amount of track sought to be appropriated has been constructed and placed in operation satisfies the requirements of § 9103. G. C. § 9109 OHIO PRIVATE CORPORATIONS. 1482 Toledo Cons., etc., Co. v. Toledo Elec., ete., Co., 12 C. U. 46,; 5 C. D. 643 (1893). Toledo Cons., etc.» Co. v. Toledo Elec., etc., Co., 6 C. C. 362; 3 C. D 493 (1892); affirmed, 50 O. S. 603. Miscellaneous. The petition need not set out the length of time the existing tracks will be used. ‘Loledo Cons., ete., Co. v. Toledo Elec., etc., Co., 12 C. C. 367; 5 C. D. 643 (1892), - The appropriating company need not prove proceedings preliminary to the grant of its franchise, such as the application, notice and consents. Toledo Cons., etc., Co. v. Toledo, Elec., etc., Co., 6 C. C. 362, 387; 3 C. D. 493 (1892); affirmed, 50 O. S. 603. But it must show the grant of a franchise from the municipality. Railway Co. v. Stoneware Co., 51 W. L. B. 421. Injunction against use without appropriation. The grantee of a franchise over existing tracks may be enjoined from taking possession without appropriating the right of use. See Hamilton, ete., Co. v. Hamilton, ete., Co., 69 O. S. 402 (1903). Kinsman, etc., Co. v. Broadway, etc., Co., 36 O. S. 239 (1880). But a company which has parted with its interest in the tracks is not entitled to an injunction, where the right of use has been appropriated against the company in possession. Metropolitan, etc., Co. v. Toledo, ete., Co., 9 C. C. 664; 6 C. D. 733 (1893). ; RIGHT TO CROSS TRACKS OF STEAM OR STREET RAILROADS WITHOUT APPROPRIATION. In municipalities. A street railway, authorized to lay tracks in a street which crosses a steam railroad, may, on such streets, cross the tracks of the steam railroad without compensation. C. & H. Electric St. Ry. v. C. H. & I. R. Co. 21 C. C. 391, 396; 12 C. D. 113 (1898) ; aff'd, no rep., 64 O. S. 550. Railway Co. v. Railway Co., 5 C. OC. n.-s. 583, 588; 16 C. D. 180 (1903); aff'd, no rep., 73 O. S. 364. Akron, ete., Transit Co. v. Erie R. Co., 7 C.-C. n. s. 199, 201; 18 GC. D. 36 (1905). Street tracks of another street railway may be crossed without com- pensation. wena She ete., Co. v. Toledo, ete., Ry., 9 C. C. 664; 6 C. D. 733 93). For railroad crossings not on streets, see § 8834. Without municipalities the right to cross railway tracks must be acquired by agreement or court decree. G. C. § 8834 et seq. Dayton, ete., R. Co. v. Dayton, etc., Traction Co., 1 N. P. n. s. 296; 14 L. D. 143 (1903) ; affirmed, 4 C. C. n. s. 329; 16 C. D. 1; re- versed on other grounds, 72 O. S. 429. é Section 9109. (Appropriation of property of turnpike or plank road.) Such power to appropriate may be exercised, for the purpose of constructing a street railway along a highway occupied by a turnpike or plank road company when the person, persons or company authorized to con- struct such railway cannot agree with the turnpike or plank | 1483 STREET AND INTERURBAN. G. C. § 9112 road company on the terms and conditions upon which the highway may be occupied, and if such appropriation will not unnecessarily interfere with the reasonable use of the highway by the turnpike or plank road company. Nothing in the foregoing provisions shall affect the rights of property owners to give or withhold their consent concerning the right of way for street railways upon any street or road. (R. S. Sec. .3440; April 16, 1892, 89 v. 349; April 11, 1890, 87 v. 178; March 27, 1866, 63 v. 55,°§ 4; March 24, 1864, 61 vy. 53, § 1.) Consents of property owners can not be appropriated. Traction Co. v. Parish, 67 O. S. 181 (1902). Section 9110. (Oath in appropriation proceedings.) In ease of appropriation of property for such purpose, the oath to be administered to the jury shall be as follows: ‘‘You and each of you do solemnly swear that you wiil justly and impartially assess, according to your best judgment, the amount of compensation which is due to (here name the Owner or owners), by reason of the appropriation of the ‘street or avenue (as in the statement described), irrespec- tive of any benefit from any improvement proposed by such (here name the company, individual, or company of indi- viduals), and that you will in assessing damages that may accrue to (here name the owner or owners), by reason of the appropriation, other than the compensation, further as- certain how much less valuable the lot or lots of such (here name the owner or owners), will be in consequence of such appropriation.’’ (R. 8. See. 3442; March 27, 1866, 63 v. 0d, § 5.) Section 9111. (How compensation ascertained.) The jury, in ascertaining such compensation or damages, shall determine the amount thereof without reference to the dis- tinction between a public and a private nuisance, and the effect of such distinction upon the right of such owner or owners to claim compensation or damages, and, if requested, ‘the court shall so direct the jury. (R. S. Sec. 3442; March 27, 1866, 63 v. 55, § 5.) _ Measure of compensation. (Land) Lorain St. Ry. Co. v. Sinning, 17 C. C. 649; 6 C. D. 753 (1895). Use of existing tracks, see note to § 9108. See also note to § 11053. Section 9112. (Consent of authority controlling public road.) If the public road along which the railway is to be G. C. § 9114 OHIO PRIVATE CORPORATIONS. 1484 constructed is owned by a person or company, or is within the control or management of the board of public works or other public officer, such person, company, or officer may agree with the person or company constructing the railway as to the terms and conditions upon which the road may be occupied. (R. 8S. Sec. 3441; February 19, 1870, 67 v. 10, § 1.) Cited, State ex rel. v. Taylor, 55 O. S. 61, 66 (1896). This section applies to state and county roads under the control of county commissioners. The term “officer” includes a board of county commissioners. Railroad Co. v. Commissioners, 56 O. S. 1, 7 (1897). Where the trustees of a hamlet had, prior to 1902, granted a fran- chise on a street which was also a state road, the county commissioners can not enjoin operation thereunder. Commissioners v. A. B. & C. Ry., 21 C. C. 769; 11 C. D. 664 (1896). A turnpike company has no power to enter into a contract for a rail- way which interferes with the right of access of abutting owners. McMacken v. C. & H., ete., Co., 5 N. P. 367; 5 L. D. 358. The public utilities commission, in fixing a reasonable rate of fare between points on an interurban railroad, need not adopt a rate — between other points fixed in a franchise to the same railroad. Stark County v. Traction Co., 102 O. S. 124 (1921). Section 9113. (Terms and conditions of construction, etc.) Council, or the commissioners, as the case may be, may fix the terms and conditions upon which such railways may be constructed, operated, extended, and consolidated. (R. S. See. 3443; February 19, 1870, 67 v. 10, §1; May 7, 1869, 66 v. 140, § 1.) Sée § 3768 and 9101. This section does not authorize a municipality, by penal ordinance, to prescribe the qualifications of motormen and conductors. Columbus, ete., Co. v. Columbus, 10 N. P. n. s. 161; 20 L. D. 555 (1910). The council may fix the rate of fare from the municipality to a point outside of its limits. Railway Co. v. Cincinnati, 93 O. S. 109 (1915). _A franchise may provide for annual payments to the municipality. Opins. Atty. Gen. 1918, p. 795. ’ Section 9114. (Free transportation of police and fire- men.) Upon the granting of franchises to traction compa- nies throughout this state for the use of streets, roads and highways for the transportation of passengers, it must be provided, as one of the considerations for such use of the public highways, that such traction companies shall carry free as passengers on any and all regular cars, policemen and firemen, when on duty and in uniform. (March .15, 1909, 100 v. 14, §1.) e 1485 STREET AND INTERURBAN. G. C. § 9117 Section 9115. (Appropriation of property by directors.) When it is deemed necessary by a majority of the directors of a domestic or foreign corporation owning or operating a street railway in a municipality to appropriate private prop- erty therein, in order to avoid dangerous or difficult curves or grades, or unsafe or unsubstantial grounds or founda- tions or to extend or shorten its railway line, or to provide land on which to extend its power, plant, such corporation may appropriate so much private property as is necessary for the extension of such power plant, or the construction, operation, and maintenance of the tracks, poles, supports, wires, cables and necessary appliances of such railway other than power houses, machine shops, stations or substations in the manner and subject to the provisions of law for the appropriation of private property by corporations. (April 7, 1904, 97>. 106, § 11.) Section 9116. (Change of location of any portion of rail- way.) For the purposes above provided such corporation may change the location of any part of its railway, and for the purpose of making such change, it shall have all the rights, powers, and privileges to enter upon private land and make surveys necessary to effect such change as fully as railroad companies are by law permitted to do. (April 1904, 97,¥.. 106, § 2.) Change of location. Ireton Bros. v. Traction Co., 2 N. P. n. s. 317; 15 L. D. 129 (1904). Bickerstaff v. Steubenville, etc., Traction Co., 5 O. L. R. 539; 53 W. L. B. 29 (Railroad Commission 1907). Ashley v. Railway, 5 O. L. R. 359; 52 W. L. B. 496 (1907). Spring Grove v. Railway, 11 C. C. n. s. 429; 21 C. D. 51 (1908). Section 9117. (Construction of street railroads outside of municipalities.) Companies incorporated under section eighty-six hundred and twenty-five, for such purpose, may construct, maintain and operate electric street railroads, or Street railroads using other than animal power as a motive power, for the transportation of passengers, packages, ex- press matter, United States mail, baggage and freight upon the highways in this state outside of municipalities, or upon private rights of ways. (R. S. Sec. 3443-8; May 10, 1902, 95 v. 5389; May 17, 1894, 91 v. 285.) Held constitutional. Dietz v. C. & M. V. Traction Co., 4 N. P: 399; 6 L. D. 513. This section does not modify, limit or repeal §§ 9100, 9101 and 9102, nor define a different kind of street railroad. Hamilton v. C. & H., etce., Ry., 5 N. P..457; 8 L. D. 174, Sections 9117-9122 relate to electric railways outside of munici- palities. Interurban Co. v. Cincinnati, 93 O. 8S. 108, 116 (1915). ‘ G. C. § 9117 OHIO PRIVATE CORPORATIONS. 1486 Motive power should be clearly stated in articles of incorporation. See Rep. Atty. Gen. (1909-1910) 99. INTERURBAN RAILROAD. WHETHER A “RAILROAD” OR A “STREET RAILWAY.” The distinction between an interurban railway and a railroad is said to lie, not in its motive power, but in the frequency of service rendered, number of stops made and the character of its business. State v. Railway, 18 N. P. n. s. 398; 26 L. D. 264 (1916). Statutory classification as a “street railway.” Under certain statutes interurban railroads have been classed as street railways and provisions of such statutes relating to “railroads” held not applicable to interurbans. Under sections 9117 to 9122. ; Ohio Electric Ry. Co. v. Ottawa, 85 O. S. 229 (1912); reversing, 13 C. Ci n..s.. 56); 22 C, D..197. State v. Traction Companies, 64 O. S. 272 (1901). Statutes imposing excise taxes. Electric St. R. Co. v. Lohe, 68 O. S. 101, 109, 110 (1903). § 5490 (101 v. 409, orig. G. C. § 5488; R. S. 2780-17). See Railway v. Poland, 10 N. P. n. s. 617; 21 L. D. 630 (C. P. 1910): _aff’d, no rep., 88 O. S. 596, 597. Providing for mechanic’s liens on railroads. Bridge Co. v. Iron Co., 59 O. S. 179 (1898). G. C. § 3245. Providing for construction of railroad and highway crossings, prior to the amendment of §§ 8874 and 8897 in 1913, Commissioners v. Traction Co., 75 O. S. 548 (1907). In re Avon Beach, ete., R. Co., 3 N. P. n. 8. 561; 16 L. D. 87 (C. P. 1905). Providing for the crossing of one railroad by another. C..& H., ete., Co. v. C. & H., ete., Co. 21 C. C. 391; 12 C. D. 113 (1898). D. & U. Ry. v. D. & M. Traction Co., 4 C. C. n. 8. 329; 16 C.°D. (1903) ; affirming, 1 N. P. n. s. 218, 296; 14 L. D. 17; reversed, on other grounds, 72 O. S. 429. Rapid Ry. Co. v. Cincinnati, ete., Ry., 48 O. L. B. 245. See also Cleveland, etc., Co. v. Urbana, ete., Co., 5 C. C. n. s. 597; 16° C. D. 180 (1903). eee: Traction Co. v. Marriott, 47 O. L. B. 357 (Probate ourt). Rep. Atty. Gen. (1909-10) 261. Under § 3762 permitting municipalities to require a railroad to light a portion of its track. Ohio Electric Railway v. Ottawa, 85 O. S. 229 (1912); reversing, 13 C. C..n. ;8.. 561; 22 C. D.,197_ (1910). Under § 8806 authorizing railroad companies to give assistance to other like companies. Trust Co. v. Railway, 18 N. P. n. s. 298 (1915). An interurban railway can not, by amendment of its articles, acquire authority to construct and operate a commercial railroad. Opins. Atty. Gen. 1917, p. 1756. When a “railroad.” The law of negligence governing the standing on a platform of a moving interurban car outside of a municipality is the same as in the case of steam cars. . Electric St. R. Co. v. Lohe, 68 O. S. 101, 109, 110 (1903). The construction of an interurban railroad on one side of a highway, outside of a municipality, for the transportation of passengers, freight 1487 STREET AND INTERURBAN. G. C. § 9118 and mail, is an additional burden on the highway similar to that imposed by steam railroads. Schaaf v. Railway Co., 66 O. S. 215 (1902). See Railway v. Poland, 10 N. P. n. s. 617; Or We DSO lie (Cures LOL) Weber v. Stark Electric Co., 13 L. D. 194 (1902). In the public utilities commission acts an interurban railroad is classed as a “railroad.” §§ 501, 614-2. Is a ‘‘railroad’’ under G. OC. $540. H. V. Ry. Co. v. Commis- sion, 107 O. 8. 43 (1923). In the grade crossing acts the term “railroad” includes interurban railroads. §§ 8874, 8897. ¥ A commercial railroad does not become an interurban railway, as to any part of its business, by installing electric cars for passengers with frequent stops, when the train service is no more frequent than prior to electrification. Opins. Atty. Gen. 1915, p. 865. ‘ Section 9118. (Occupancy and use of public highways.) Such companies may occupy and use for their tracks, cars, necessary fixtures and appliances, the public highways out- side of cities and villages with the consent of the public authorities in charge of or controlling such highways, and with the written consent of the majority, measured by the front foot, of the property holders abutting on each of such highways. (May 17, 1894, 91 v. 285, §2; R. S. § 3448-9.) Grant of franchise in public highway does not confer exclusive use of the portion of highway on which tracks are constructed. Fairchild v. Railway, 101 O. S. 261 (1920). When an additional burden. An interurban railway, with T rails, built entirely on one side of a highway, between improved farms and the roadway, the company having authority to run an unlimited number of ears, for passengers, mail and freight, is an additional burden similar to that of a steam railroad. Schaaf v. Cleveland, etc., Co., 66 O. S. 215 (1902). Chestnut v. Columbus, ete., Ry., 15 L. D. 336 (1905); aff’d, no rep., 76 O. S. 567. Miller v. Columbus Ry. Co., 13 L. D. 418 (1902). An additional switch laid in the highway subsequent to construction of road is an additional burden. Chambers v. Cleveland, etc., Co, 5 C. C. n. s. 298; 17 C. D. 193 (1904); aff’d, no rep., 73 O. S. 348. Chestnut v. Columbus, etc., Ry., 15 L. D. 336 (1905); aff'd, no rep., 76-0. 8S. 567. Consents, rights and remedies of abutting owners. See note to § 9105. Must give adequate service. An interurban railway may be com- ee to furnish adequate service, so long as its franchise is not aban- oned. ferguson v. Dayton, etc., Transit Co., 4 O. L. R. 750 (Railroad Com- mission 1907). Crossing tracks of street, interurban or steam railroads, outside of municipalities. See § 8834. G. C. § 9118-2 OHIO PRIVATE CORPORATIONS. 1488 | Duration of franchise when no time stipulated therein. Sce note to § 3714. Assessment for street improvements. An interurban railway oper- ating upon a public highway under a franchise is not subject to as- sessments for improvement of such highway as an owner of property abutting thereon. Railway Co. v. Scott, 101 O. S. 13 (1920). Section 9118-1. (Crossings, other than steam railway. Petition.) Whenever it is deemed necessary by a majority of the directors of any such railway company to cross the streets, avenues, alleys, ways, or any part thereof, of any municipality, or any public highway outside of a munici- pality, whether the same be under the control of publie au- thorities or a private company, or a person or persons, the council of such municipality, or the public officers or author- ities owning or having charge of such highways outside of | municipalities, shall have power to agree with such com- pany as to the manner and mode of ‘such crossing and the compensation to be paid therefor; if the parties fail to agree, such company may file its petition in the common pleas court of the county in which the proposed crossing is situated, and in such cause if the crossing be within a mu- nicipality, such municipality, shall be defendant; if the crossing be outside a municipality, the public authorities owning or having charge of such highway, shall be defend- ants. Summons shall be served and the rule days and the rights of the defendant to plead shall be the same as in civil actions in such court. Such petition shall set forth the action of the company declaring the necessity for crossing the highway and the inability of the company to agree with the council or other public officers or authorities owning or having charge of said. highway; and the court of common pleas thereupon shall have jurisdiction of the parties and of the subject matter of the petition and may proceed to examine the matter offered by evidence, by reference to a master commissioner or otherwise, and upon the final hear- ing of said cause the court shall enter its decree fixing the manner and mode of such crossing and the compensation, if any, to be paid’ therefor by the company, and upon compli- ance with the terms of said decree the company shall have the right to construct and maintain said crossing in accord- ance with the order in said cause. (May 10, 1910, 101 v. 375.) This section is constitutional. Rocky River v. Railway, 18 C. C. n. s. 354 (1911). Section 9118-2. (Appropriation of real estate.) Where the tracks of any such road extend into or through any municipality and it is deemed necessary by such company to 1489 STREET AND INTERURBAN. G. C. § 9119-1 enter upon and use any private property within such munic- ipality for the construction and maintenance of either pas- senger stations or freight depots to be used in the operation of such road, such company shall have the right to appro- priate private property within municipalities for such pur- poses. (May 10, 1910, 101 v. 376.) Section 9119. (Appropriation of property.) Street, in- terurban or suburban railroads using other than steam as motive power, when necessary may enter upon and use pri- vate property in the construction, alteration and operation of its road or any part thereof and for such purposes shall have all of the rights and powers of appropriation, outside of municipalities, that steam railroad companies possess. (R. S. See. 3448-10; May 10, 1910, 101 v. 322; May 10, 1902, 95 v. 588; May 17, 1894, 91 v. 285.) An interurban railway must obtain a franchise before appropriating property. S. E. Ohio, etce., Co. v. Diamond, etc., Co., 51 O. L. B. 421 (Probate Court). The word ‘‘construction’’ in this section is not limited to the original building of the line, but applies where the road is relocated and reconstructed in conformity to the general route prescribed in its articles of incorporation. Reusch v. Traction Co., 19 C. C. n. s. 1; 24 C. D. 540 (1912); aff’d, no rep. 89 O. S. 456. ‘‘Alteration’’ in this section includes relocation of the road. Reusch y. Traction Co., 19 C. C. n-s.1;,24.C. D..540. (1912); aff?d, no rep. 89 O. S. 456. Pleading and proof. See S. E. Ohio, ete., Co. v. Diamond, etc., Co., 51 O. L. B. 421. Columbus, etc., Co. v. Cole, 47 O. L. B. 66. Prior to amendment of this section it was held in several probate courts that interurban railways could not appropriate private lands, ex- cept where it was impossible to use a highway. Columbus, etc., Ry. Co. v. Cole, 47 W. L. B. 547 (1902). Columbus, etc., Ry. Co. v. Marrioit, 47 W. L. B. 857 (1902). Power to appropriate use of urban tracks. See §§ 3779, 9108. State v. C. & H., ete., Ry., 19 C. C. 79; 10 C..D. 418 (1899). Section 9119-1. (Street, interurban, light, heat or power companies authorized to appropriate trees.) Street, subur- ban or interurban railroads using other than steam as motive power, and companies furnishing electricity for light, heat or power purposes, whenever necessary, in the alteration, operation or maintenance of electric high potential transmis- sion lines and wires outside of municipalities, to protect the same from interference or injury that might be caused by trees or branches that may be located so near thereto that Said trees or branches might by falling or otherwise come in contact with said wires, shall have the power to appropriate G. GC. § 9120 OHIO PRIVATE CORPORATIONS. 1490 such trees or the branches thereof, except that in case of shade trees now or hereafter located in front of residences or along the highway, said companies may appropriate only such portions of the branches thereof that fail to clear wires located fifty feet from the ground. The powers of appropria- tion herein granted shall be exercised in the same manner and according to the same procedure as that provided for the appropriation of property by corporations generally. (106 v. 837.) Section 9120. (Leases, purchases and traffic arrange- ments.) Such companies may lease, purchase, or make traffic arrangements with any other street railway company as to so much of its tracks and other property as is nee- essary or desirable to enable them to enter or pass through a city or village, upon the terms and conditions applicable to other street railways. Any existing street railway com- pany, owning or operating a road shall receive the ears, freight, packages or passengers of any other road, upon the same terms and conditions as they carry for the general public. (May 17, 1894, 91 v. 286, §4; R. S. See. 3443-11.) This section is not intended as a limitation on § 9101. Hamilton v. Railway, 5 N. P. 457; 8 L. D. 174. Neither this section nor §§9130 to 9133 require an exchange of transfers between the urban and interurban railways, in the absence of an ordinance imposing such obligation. Railway Co. v. Cincinnati, 75 O. S. 196 (1906); reversing, 3 N. P. n. s. 489; 16 L. D. 220. Where new transmission lines are built by the lessee partly on railroad rights of way and partly on separate property, such separate property becomes an appurtenance to the contiguous railroad property, and all such transmission lines become fixtures and covered by after- acquired property clauses in mortgages of the lessor. Trust Co. v. Traction Co., 106 O.°S. 577 (1922); s. ¢., 20 N. P. nm. s. 219. A street railway company making an agreement as authorized by statute, for the joint use of its tracks, is liable for negligence of the lessee or licensee thereon. This section does not provide exemption from such liability. Quigley v. Toledo Co., 89 O. S. 68 (1913). Stock control of urban by interurban railway company; unfair contract for new equipment at expense of urban company. See Mans- field Co., 3 Ohio App. 253; 21 C. CO. n. s. 95 (1914). ; Rentals paid by one company to another can not be deducted from gross earnings in making excise tax returns under § 5418. Traction Co. v. State, 94 O. S. 24 (1916). Carriage of freight. This section authorizes an urban street railway company to make a traffic agreement with an interurban railway for the carriage of freight. State v. Dayton Traction Co., 64 O. S. 272 (1901); affirming, 18 C. C. 490; 10 C. D. 212, A franchise authorizing the transportation of freight over streets, does not authorize the use of a street as a station for unloading freight. Newark v. Ohio Electric Ry., 13 N. P. n. 8. 487 (1912). 1491 STREET AND INTERURBAN. G. C. § 9121-1 Traffic agreements. \Where a city street railway company takes ears of an interurban company, at the terminus of the city company, and operates them on its own tracks, the interurban company retain- ing no control over the cars and there being no contract under § 9130 et seq., the cars become those of the city company and are subject to regulation by the city council. Stafford v. Railway, 20 C. C. n. s. 129 1912). ; ne agreement of the kind last mentioned differs from the con- tract involved in Traction Co. v. State, 94 O. S. 24, and payments made by the interurban company to the city company may be de- ducted from gross earnings under §5418, Opins. Atty. Gen. 1916, . 1371. . Where, after consolidation of urban and interurban railroads, a portion of the interurban tracks were abandoned, and the interurban cars were operated over the tracks of the urban company, a perpetual easement attaches to the tracks so jointly used in favor of the inter- urban utility, and upon dissolution, a decree should be entered pro- viding for perpetual joint traffic upon terms and conditions usual and customary. Trust Co. v. Traction ,Co., 106 O. S..577 (1922); s. ¢., 20 IN.) P.. n...g.219. Other traffic agreements. See Toledo, ete., Co. v. Toledo Traction Co., 17.C. C. 22; 9 C. D. 828 (1898). Toledo, etce., Co. v. Toledo Traction Co., 15 C. C.. 190; 8 C. D. 204 (1897). Cincinnati v. Railway, 3 N. P. n. s. 489; 16 L. D. 220 (1905); reversed, 75 O. S. 196. j Power to appropriate tracks. See §§ 3779, 9108. State v. C. & H., etc., Ry., 19 C. C. 79; 10 C. D. 418 (1899). “Terms and conditions.” See Cincinnati v. Railway, 13 N. P. n. s. 265 (C. P. 1912). Section 9121. (Consolidation.) Such street railway com panies may consolidate on the terms and conditions applica- ble to the consolidation of railroad companies. But no in- crease of fare shall be allowed on any street railway route by reason of such consolidation. (R. S. Sec. 3443-12; May 17, 1894, 91 v. 286, § 5.) For lien .of after-acquried property clause of mortgages given by constituent companies on property of consolidated company, see Trust Co. v. Traction Co., 106 O. 8. 577; s. ¢, 20 N. P. n. gs. 219. Section 9121-1. (Authority to secure loan by mortgage.) Corporations organized for the purpose of owning or operat- ing street, interurban or electric railroads may borrow money ‘without regard to the amount of their capital stock, and ‘Issue their notes or coupon or registered bonds therefor, bearing any rate of interest authorized by law, and may ‘Secure the payment of the same by a mortgage or other in- 'strument in writing upon their real or personal property or both. It shall be sufficient record of such mortgage or in- G. C. § 9123. OHIO PRIVATE CORPORATIONS. 1492 strument, if it be recorded in the office of the recorder of deeds in each county wherein the real or personal property therein described is situated or employed. So recorded, it shall be a good and substantial lien upon all of such prop- erty, from the date of its record in each of such counties. (May 31, 1911, 102 v. 467.) See §§ 8705 to 8709. A purchaser of a street railway at judicial sale assumes the obli- gation of the original grantee of the franchise to operate the road. Gress v. Fort Loramie, 100 O. S. 35 (1919); reversing, 21 N. P. n. &. 81. A mortgage by a constituent company covering after-acquired property, in the absence of countervailing reasons, will cover prop- erty acquired by the consolidated company, although the mortgage does not expressly cover property subsequently acquired by ‘‘succes- sors’’ of the mortgagor. Property substituted by a lessee for mort- gaged property removed may also come under the mortgage. But the mortgage does not attach to property conveyed to the consolidated company by other constituent companies, on the con- solidation, unless so agreed and expressed in the terms of consolida- tion. Trust Co. v. Traction Co., 106 O. 8. 577 (1922); s. ¢., 20 N. P. ns. 2197 Section 9122. (Regulations and powers.) Such compa- nies shall be subject to the regulations provided for street railways and have all the powers, in so far as they are ap- plicable, that other street railway companies possess. (May 17, 1894, 91 v. 286, §6; R. S. ‘See. 3443°18:) Construed as showing a legislative intention to classify interurban railroads as street railways. Ottawa Elec. Ry. Co. v. Ottawa, 85 O. S. 229 (1912). See also Interurban Co. v. Cincinnati, 93 O. S. 108, 117. The term “such companies” apparently refers to the companies men- tioned in §§ 9115 and 9117. a te v. Electric Ry., 18 C. C. n. s. 562; 22 C. D. 197; reversed, 85 . S. 229. An interurban railway may construct an extension or branch within municipality. Railway Co. v. Railway Co., 5 C. C. n. s. 583, 597; 16 C. D. 180 (1903) ; aff’d, no rep., 73 O. S. 364. Right to change location to avoid dangerous grades. Bickerstaff v. Steubenville, ete., Traction Co., 5 O. L. R. 539 (Rail- road Commission, 1907). See § 9115. Section 9123. (Watchmen.) When street railways are — operated by electricity, cable, compressed air, or motive power other than horses or mules, in a municipality, the council thereof by ordinance may require the owners or operators of such railways to place watchmen at street cross- Ings, Intersections or corners which such council deem dan- gerous; and also provide for the enforcement of such ordi- — 1493 STREET AND INTERURBAN. G. C. § 9125 nances by penalties in the way of fine or imprisonment, or poth, to be imposed upon the owner, officer, or operator of such railways, or by a penalty of not exceeding one hun- dred dollars per day, which may be recovered by such municipalities in a civil suit against the owners or operators of any such railway failing to place such watchman as is required. (R. S. Sec. 3448a; April 16, 1892, 89 v. 346.) Where a traction company agreed to pay all expenses which might be “lawfully required” by the municipality, or state in maintaining a flagman at a crossing, it was held not liable where the railroad company by agreement with the municipality stationed a flagman at the crossing in consideration of the repeal of a speed ordinance. Rapid Transit Co. v. Erie R. Co., 7 C. C. n. s. 199; 18 C. D. 36 (1905). Section 9124. (Repairs at crossings; stopping of cars at © crossings.) When the tracks of two street railways cross each other or in any way connect at a common grade, when one or both such railways use other than horse power for propelling their cars, the crossings shall be made and kept in repair at the joint expense of the companies owning the tracks. All cars used on such railways must come to a full stop, not nearer than ten feet nor further than fifty feet from the crossing, and not cross until the way is clear. When two or more cars approach the crossing at the same time the car or cars on the road first built shall have precedence. (May 4, 1891, 88 v. 581, §1; R. S. Sec. 3448-5.) Street railway crossings over railroads. § 3775. Section 9125. (Full stop when approaching steam rail- way crossing; exception.) When the tracks of a street rail- way cross the tracks of a steam railroad at grade, the com- pany operating the line of street cars shall cause its cars to stop not nearer than ten (10) nor farther than fifty (50) feet from the crossing, and before they start to cross the steam railroad tracks, also cause a person in its employ to go ahead of the car or cars and see that the way is clear for the passage thereof and free from danger. Such street rail- way cars shall not proceed to cross until signalled to do so by such person so employed, or the way is clear for their passage over the tracks; provided, however, that when the tracks of a street or interurban railway cross the tracks of an industrial railroad or a switch track or a spur track of a steam railroad over which passenger cars or trains are not operated, the public utilities commission of Ohio may, upon appleation of the company owning or operating such street or interurban railway and notice to the company owning or operating such industrial railroad or switch track or spur G. C. § 9126 OHIO PRIVATE CORPORATIONS. 1494 ‘ track of the hearing of such application, permit such street or interurban railway to operate its cars over and across — such industrial railroad or switch track or spur track with- — out first causing its cars to stop or an employee to go ahead of the same, and may prescribe such duties upon the com- pany owning or operating such industrial railroad or switch track or spur track for the protection of the public as shall be just and reasonable under the circumstances. (106 v. 541; 88 v. 582, § 2; R. S. Sec. 3443-6.) _ This section does not relieve the motorman from the duty of exercis- — ing care. ~ # Cincinnati, ete., Co. v. Holbrook, 12 C. C. n. s. 234 (1909). Nor does it relieve the steam railroad from operating its gates so as © to indicate to the motorman whether the track is clear. Kopp v. B. & 0. 8S. W. Ry., 6 C. C. n. s. 103; 10. C. n. s. 596 (1903); — aff’d, no rep., 71 O. S. 484. oS The requirements of this section apply to crossings having gates and ~ a watchman as well as other crossings. Street Ry. Co. v. Murray, 53 O. 8. 570 (1895); affirming, 9 C. C. 291; 6 C. D. 413. ts Where car is not stopped and gates are not lowered, both street railway company and railroad company are liable. a Toledo Cons., ete., Ry. v. Fuller, 17 C. C. 562; 8 C. D. 134 (1894). Duty when car operated by one man only. a Street Ry. Co. v. Murray, 53 O. S. 570 (1895). Collision, prima facie case. . See Toledo Cons., ete., Ry. v. Fuller, 17 C. C. 562; 8 C. D. 134 (1894). Street Ry. Co. v. Murray, 53 O. S. 570 (1895). When not a regular stopping place, conductors and motormen are not required as a matter of law, before starting, to look for passengers get-— ting on or off the car. " Packard v. Toledo Traction Co., 22 C. C. 578 (1901). Requirement of crossing frogs at crossings of street railways over railroads. ¥ § 3775. : Railway Co. v. Railroad Co., 21 C. C. 391; 12 C. D. 118 (1898) 5 — aff’d, no rep., 64 O. S. 550. a Section 9126. (Forfeiture under preceding sections.) Every person in charge of a street car or cars who wilfully fails to comply with the provisions of the two precedim sections, or to bring the car or ears he has in charge to a stop, or before the way is clear, or signaled so to do, causes — them to cross the steam railroad tracks, shall be personally liable to a person injured by reason of such failure to @” penalty of one hundred dollars, to be recovered by civil - action at the suit of the state, in the court of common pleas” of a county wherein such crossing or connection is. The ~ company in whose employ such person is, as well as the person himself shall be liable in damages to any person OF persons so injured in person or property. (May 4, 1891, 88 | v. 582, §8; RB. 8. Sec. 3443-7.) i 1495 STREET AND INTERURBAN. G. C. § 9128 Section 9127. (Consolidation of street railway compa- nies.) When the lines or authorized lines of road of street railway corporations or companies meet or intersect, or con- veniently can be operated from one power house, or a power house or houses owned, under lease or operated by one of such corporations or companies, or when such line of a street railway corporation or company, and that of an in- elined plane railway or railroad company or corporation, or any railway operated by electricity. conveniently may be connected, to be operated to mutual advantage, or when such line of a street railway corporation or company and that of an inclined plane railway or railroad company or corporation or the railway of any company operated by electricity conveniently can be operated from one power house or a power house owned, under lease or operated by one of such street railway corporations or companies or in- clined plane railway or railroad companies or corporations or by any company or corporation, the railway of which is opérated by electricity, such corporation or companies, or any two or more of them, if they are not competing lines, may consolidate themselves into a single corporation. (May 10, 1902, 95 v. 510, §2; April 22, 1896, 92 v. 277; April 18, 1892, 89 v. 406; May 1, 1891, 88 v. 493; R. S. See. 2505b; Bates’ Stats. § 3443-16.) Consolidation of railroad companies. See § 9025 et seq. This section is constitutional. Cincinnati St. R. Co. v. Horstman, 72 O. 8. 93 (1905). Rights of creditor of constituent company. Greene v. Woodland Ave., etc., Co., 62 O. S. 67 (1900). Rights of pledgee of stock of constituent company. Railway Co. v. Bank, 68 O. S. 582 (1903). A corporation formed by the consolidation of two or more com- panies holds the property acquired by such consolidation in its own right and not in trust for the constituent companies. Greene v. Woodland Ave., etc., Co., 62 O. S. 67 (1900). Agreement of consolidation may require constituent companies to enter consolidated company free of debt. Railway Co. v. Bank, 68.0. S. 582 (1903). Stock of constituent company issued after consolidation has been completed is spurious. Worthington v. Cleveland City Ry., 9 C. C. n. s. 433; 19 C. D. 321 (1904); affirmed, 75 0. S. 626. Competing lines. See Mansfield Co., 3 Ohio App. 253; 21 CG. ©. n. s. 95 (1914). Section 9128. (To what companies provisions do not apply.) The above provision as to competing lines shall hot apply to such companies or corporations whose lines are nearby or wholly situated in a city of this state, or road of G. C. § 9130 OHIO PRIVATE CORPORATIONS. 1496 any street railway company or corporation organized in this state is made, or is in process of construction to the boundary line of the state, or to a point within or without the state. Such corporation or company may consolidate its capital stock with that of any corporation or company, or corporations and companies in an adjoining state, the line or lines of whose road or roads have been made or are in process of construction to the same point or points, in the manner and with the effect provided by law for the consolidation of railroad companies. (May 10, 1902, 95 v. 510; April 22, 1896, 92 v..277; April 18, 1892, 89 v. 406; May 1, 1891, 88 v. 498; R. S. See. 2505b; Bates’ Stats. See. 3443-16.) This section is constitutional. Cincinnati St. R. Co. v. Horstman, 72 O. 8. 93 (1905). Section 9129. (Consolidation of electric road companies.) When the lines of a road of any street railway or railroad company, organized under the laws of this state are con- structed or in process of construction, and are or will be operated by electricity, and connect, or will or can be made to connect with the lines of another street railway or rail- road company formed by the consolidation of companies organized under the laws of this state, or by the consolida- tion of a company organized under the laws of this state and a company organized under the laws of an adjoining state, whose. lines of road are constructed or in process of construction, and are or will be operated by electricity, so that cars may pass over such lines of roads continuously, — without break or interruption, such street railway or rail- road company and such consolidated street railway com- pany or railroad company, may consolidate themselves into a single company in the same manner and with like effect as is provided by law for the consolidation of railroad com- panies. Companies owning and operating competing lines of road shall not consolidate under the foregoing provisions, but this limitation does not apply to companies whose lines of road are nearly or wholly situated in a municipal cor- poration of this state. (May 6, 1904, 97 v. 570, §2; Bates’ Stats. Sec. 3448-16a.) Section 9130. (Interurban road may contract for use of tracks in cities.) When a railway company is incorporated and organized under the laws of this state for the purpose of building, acquiring, owning, leasing, operating and main-— taining a railway or railways to be operated by electricity 1497 STREET AND INTERURBAN. G. C. § 9131 or other motive power from. one municipal corporation or point in the state, to another municipal corporation, corpo- rations, or point in this state, it may agree with a street railway company, or companies, owning or operating a street railway or railways in such municipal, corporation or corporations, and the street railway company or companies may so agree with such railway company that its passenger cars may be run and propelled over and along the track or tracks of such street railway company or companies, on such terms as may be agreed upon, in the manner, upon the conditions and for the length of time that the cars owned or operated by such street railway company or companies are operated in such municipal corporation or corporations. (R. S. See. 2505c; Bates’ Stats. See, 3443-17; May 21, 1894, 91 v. 379.) See note to § 9133. Municipal franchise to interurban railway companies. See §§ 3778, 3780. A street railway company making an agreement, as authorized by statute, for the joint use of its tracks, is lable for negligence of the lessee or licensee thereon. This section does not provide exemption from such liability. Quigley v. Toledo R. & L. Co., 89 O. S. 68 (1913). A clause in a contract for the use of tracks, exempting the city company from liability for loss or damage incurred by the operation of the interurban cars over its tracks, does not relieve the city com- pany from liability for damages caused by the negligence of the city company. Bridge & Railway Co. v. Traction Co., 7 Ohio App. 241; Bo O.oG: A:<5 .(1916). Appropriation of right to use tracks of city street railway. See § 3779. Neither tiis section nor §9120 requires an exchange of transfers _between the urban and interurban railways, in the absence of an ordi- nance imposing such obligation. Railway Co. v. Cincinnati, 75 O. 8S. 196 (1906); reversing, 3 N. P. n. 8. 489; 16°L. D. 220. An interurban road can not, under a traffic agreement: to run its own cars over the tracks of an urban railway, run the cars of a third company over such tracks. Toledo, etc., Co. v. Toledo Traction Co., 17,C. C. 22; 9 C. D. 828 (1898). , See Toledo, etc., Co. v. Toledo Traction Co., 15 C. C. 190; 8 C. D. 204 (1897). A common carrier, owning its tracks, is liable to its passengers for an injury received in a collision between its car and the car of another company which it admits to the joint use of its track, though the col- lision may result wholly from the negligence of the latter company. Light Co. v. Montgomery, 81 O. 8. 426 (1910). An interurban railway entering a municipality over the tracks of another company is bound by the rules of that company, as to speed at crossings. Interurban, etc., Co. v. Hines, 13 C. C. n. s. 168 (1910). Section 9131. (Privileges and obligations of the street railway apply.) While they are running and being operated G. C. § 9133 OHIO PRIVATE CORPORATIONS. 1498 4 over and along the track or tracks of such street railway company or companies in such municipal corporation, the ears of such railway company shall be entitled to the privi- leges and subject to the obligations enjoyed and imposed by and upon the cars of such street railway company or com- panies owning or operating its cars in such municipal cor- poration. They shall be operated only by the motive power which operates the cars of such street railway company or companies. When authorized by not less than two-thirds in amount of the stockholders of each company proposing to enter into such arrangement and agreement, ratified by a majority of the directors and executed by the proper officers thereof, such:arrangement and agreement shall give to: such railway company full authority to operate its cars on the tracks of such street railway company or companies — in such municipal corporation or corporations. (R. S. See. 2505¢; Bates’ Stats. Sec. 8448-17; May 21, 1894, 91 v. 379.) — Section 9132. (Not necessary to obtain additional grant.) It shall not be necessary for such railway company, in case it uses in such municipal corporation or corporations, only the tracks of a street railway company or companies owning or operating a street railway or railways therein, to obtain an additional grant, franchise or right, except by such agree- ment with such street railway company or companies. (R. S. See. 2505¢e; Bates’ Stats. Sec. 3443-17; May 21, 1894, 91 WINBTS.) Section 9133. (Fare charged within city.) The fare charged by such railway company for transporting passen- ~ gers within such municipal corporation or corporations, shall not be greater than that fixed in the franchise or fran- chises held or owned by such street railway company or companies. When there is a public park or cemetery on the line of such railway, within one mile of, and owned by, such municipal corporation, such company for such fare must so transport passengers to and from such park oF cemetery the same as if either was within the limits of such corporation. (R. S. See. 2505¢e; Bates’ Stats. Sec. 3443-17; May 21, 1894, 91 v. 379.) Where interurban cars are turned over to a city company, at its terminus, and are operated by the latter company on its tracks as its own cars, the interurban company having no control over the cars and there being no contract under §§ 9130-9133, the limitation of this pagion does not apply. Stafford v. Railway Co., 20 0. C. n. s. 129 l This section does not require an exchange of transfers between urban , 1499 STREET AND INTERURBAN. G. C. § 9135 and interurban railways, in the absence of an ordinance imposing such obligation. ’ Railway Co. v. Cincinnati, 75 O. S. 196 (1906); reversing, 3 N. P. n. s. 489; 16 L. D. 220. The tender of a five dollar bill in payment of a five cent fare, change being requested, is unreasonable. Anthony v. Cincinnati Traction Co., 3 O. L. R. 377 (1905). Where a franchise granted by a village provided for a reduced rate of fare in the event of its annexation to a neighboring city, the street railway may be enjoined from charging a fare in excess of the stipulated rate. Interurban Co. v. Cincinnati, 93 O. S. 108 (1915). A street railway company making an agreement, as authorized by statute, for the joint use of its tracks, is lable for negligence of the lessee or licensee thereon. This section does not provide exemption from such liability. Quigley v. Toledo Co., 89 O. S. 68 (1913). Section 9134. (Lease or purchase electric, or gas light, heat, power or fuel company.) A corporation or company maintaining and operating a street railway, or a railroad operated by electricity, may lease or purchase all the prop- erty, and all the franchises, rights, and privileges of any company organized for the purpose of supplying electricity, or natural or artificial gas, or both electricity and natural or artificial gas, for power, light, heat or fuel purposes, or which has been engaged in such business in whole or part in any municipality within this state, the latter being hereby vested with corresponding power to let or sell, upon such terms and conditions as may be agreed upon between the corporation and company. No such lease or purchase may be perfected until a meeting of the stockholders of each of the companies has been called for that purpose by the directors thereof, on thirty days’ notice to each stockholder, at such time and place and in such manner as is provided for the annual meetings of the companies and the holders of at least two-thirds of the stock of each company in per- son or by proxy, at such meeting, or at any properly ad- journed meeting assent thereto. (R. S. Sec. 2505e; Bates’ Stats. Sec. 3443-18; May 6, 1902, 95 v. 390; April 19, 1898, 93 v. 139.) A corporation may be organized to operate an interurban railway and to furnish electric light and power. Rep. Atty. Gen. 1910-1911, p. 261. See also, State v. Taylor, 55 O. S. 61 (1896). Section 9135. (Dissenting stockholder.) A stockholder who refuses to assent to such lease or sale and so signifies by notice in writing to the lessee or purchaser within ninety days thereafter shall be entitled to demand and receive com- Pensation in the manner provided for the compensation of Stockholders dissenting from the sale or lease of a steam G. C. § 9138 OHIO PRIVATE CORPORATIONS. 1500 railroad. (R. S. Sec. 2505e; Bates’ Stats. Sec. 3443-18; May 6, 1902, 95 v. 390; April 19, 1898, 93 v. 1389.) See §§ 8810 to 8812 and 8713 to 8717. Section 9136. (Liabilities of the company leased or pur- chased.) A company so leasing or purchasing the property, rights and franchises of an electric light and power com- pany, or natural or artificial gas company, or electric light and power and natural or artificial gas company, shall have all the rights, power and authority of the company whose property rights and franchises are so leased or purchased. But the liability of an electric light and power company, or natural or artificial gas company, or electric light and power and natural or artificial gas company, shall in no manner be affected by such lease or sale. (R. 8S. See. 2505e; Bates’ Stats. Sec. 3448-18; May 6, 1902, 95 v. 390; April 19, 1895}, 95° v. 139°) Section 9137. (May acquire property of other companies.) A corporation or company organized for street railway pur- poses, may lease or purchase any street railroad, or rail- roads, or railroad operated as such and by electric power ~ inclined railroad or railroads, together with all the property, and the franchises, rights and privileges respecting the use and operation of such railroad or railroads, situated or ex- isting in whole or part in this state, constructed and held by any other corporation or company, corporations or com- panies, the latter being hereby invested with corresponding power to let or sell on such terms and conditions as are agreed upon between the corporations or companies. (R. S. See. 2505a; Bates’ Stats. Sec. 3448-15; April 23, 1898, 93 v. 214; April 22, 1896, 92 v. 277; May 1, 1891, 88 v. 493.) This section is constitutional. Cincinnati St. R. Co. v. Horstman, 72 O, 8. 93 (1905). A company operating a street railway, under a license from an- other company, may be liable for injuries caused by a horse becoming frightened by flashes of light from defective electric appliances, al- though installed by such other company: Kirkbride v. Railway, 22 C. C. n. s. 495 (1907); aff’d, no rep. 79 O. S. 448. Liability of purchaser for debts, contracts and liabilities of ven- dor. Pfisterer v. Traction Co., 89 O. 8. 172; Taylor v. Niles, 2 Ohio App::298, 21..C. C..n.s,,. 391, Section 9138. (Agreements with other companies.) Two or more of such corporations or companies may enter into any agreement for their common benefit consistent with and calculated to promote the objects for which they were cre ated. No such lease or purchase shall be perfected until a 1501 STREET AND INTERURBAN. G. C. § 9140 meeting of the stockholders of each of the companies has been called for that purpose by the directors thereof, on thirty days’ notice to each stockholder at such place and in such manner, as is provided for annual meetings of the com- panies, and the holders of at least two-thirds of the stock of each company, in person or by proxy, at such meeting, or at any properly adjourned meeting, assent thereto. Any stockholder who refuses to assent to such lease or sale and so signifies by notice in writing to the lessee or purchaser within ninety days thereafter, shall*be entitled to demand and receive compensation in the same manner and by such proceedings as are provided for the sale of stock of a stock- holder dissenting to a sale or lease of a steam railroad. (R. S. Sec. 2505a; Bates’ Stats. Sec. 3448-15; April 23, 1898, 93 v. 214; April 22, 1896, 92 v. 277; May 1, 1891, 88 v. 493.) This section is constitutional. Cincinnati St. R. Co. v. Horstman, 72 O. 8. 93 (1905). An agreement with the proprietor of a resort, located beyond mu- nicipal limits, to carry passengers thereto for a specified fare, while other companies are excluded from the resort, is valid. Humphrey Co. v. Cleveland Ry. Co., 9 N. P. n. s. 609; 20 L. D. 510 (1910). Section 9139. (Fare can not be increased.) When a lease or purchase is made as above provided, there shall be no increase of the existing rates of fare by reason thereof, nor shall any fare be charged upon any of the separate routes so leased or purchased in excess of the fare charged over such separate routes prior to the lease or purchase thereof. When a lease or purchase is made as herein provided, the fare charged for one continuous route or ride in the same general direction over all such leased or purchased lines within any municipal corporation, shall not exceed the max- imum fare charged over any one of such lines prior to such lease or purchase. (R. 8S. Sec. 2505a; Bates’ Stats. Sec. 3443- 15; April 23, 1898, 93 v. 214; April 22, 1896, 92 v. 277; May 1, 1891, 88 v. 493.) This section is constitutional. Cincinnati St. R. Co. v. Horstman, 72 O. 8. 93 (1905). Remedy when excessive fares charged. See State v. Toledo Ry. & Lt. Co., 3 C. C.-n. s. 285; 13 C. D, 603 (1904) ; reversed, 73 O. S. 356. ; Section 9140. (Powers of inclined plane railway com- pany.) An inclined plane railway company may construct, Operate, and maintain an.inclined plane railway, for the conveyance of passengers and freight, or either, with such offices, depots, and other buildings as it deems necessary, G. C. § 9143 OHIO PRIVATE CORPORATIONS. | 1502 and also establish and maintain a park or pleasure grounds, and for such purpose acquire and hold real estate. (R. S. Sec. 3444; April 12, 1876, 73 v. 229, § 2.) Construed. | Cincinnati v. Cincinnati Inc. Plane Ry., 30 W. L. B. 321. Louisville Trust Co. v. Cincinnati, 73 Fed. 716. Louisville Trust Co. v. Cincinnati, 76 Fed. 296. Section 9141. (How street crossings to be made.) When the part of the railway of such company which is operated by steam power crosses a public street or highway, it must pass either over or under such street or highway, and shall be constructed in a manner and at such distance above or below it as not to obstruct the ordinary use of the street or highway. (R. 8. Sec. 3445; April 12, 1876, 73 v. 229, § 10.) Section 9142. (Elevated railroads.) A city owning or having charge of any public road, street, alley, way, or ground of any kind, or any part thereof, may grant to any — railroad company, street railroad company, suburban rail- road company or interurban railroad company the right to construct, maintain and operate by electricity, any elevated railroad along and over such public road, street, alley, way or ground, except a public landing, or across them subject to existing laws concerning crossings, so far as they are applicable, and to erect and maintain therein the necessary tracks, piers, stays, supports and stations, and the approaches ~ therefor, which stations shall be on a level with the track, and when necessary to construct tunnels for such railroad under such roads, streets, alleys, ways or grounds or to con- struct, maintain and operate by electricity any underground railroad, along and under such public roads, streets, alleys, ways or grounds, and to erect and maintain stations, stair- ways and approaches therefor, and also to construct suitable — terminals and way stations. (R. S. See. 3283b; March 23) 1909, 100 v. 70; May 9, 1908, 99 v. 452.) Section 9143. (Elevated structures and crossings must not obstruct travel. Subways must not impair streets nor prevent use of sewers, etc.) Such elevated structures and crossings shall be of such height and construction as not to prevent substantially the ordinary use of, and traffic upon, such roads, streets, alleys, ways, or grounds, whether by pedestrians, vehicles, street cars or otherwise, except tem- porarily when necessary in the construction of the elevated. structures and crossings. Such tunnels for elevated rail- roads or ‘subways for underground railroads shall be com 1503 STREET AND INTERURBAN. G. C. § 9143-1 structed as not to impair the stability of the roads, streets, alleys, or public grounds, or prevent the use of any sewers, street railway tracks and appliances, pipes, wires, and con- duits used for any purpose in the streets, alleys, ways or grounds except temporarily when necessary in the construc- tion of the tunnels or subways, except as hereinafter pro- vided. And such elevated structures and crossings and such tunnels and subways shall be constructed in accordance with general plans approved by the director of public service of the municipality. All such work-of construction shall be subject to the supervision and control of the director of public service. (May 29, 1911, 102 v. 129; R. S. See. 3283b ; March 23, 1909, 100 v. 70; May 9, 1908, 99 v. 452.) Section 9143-1. (Changes and removals. Filing of plans and specifications required. Approval, notice, hearing, bond. Director may modify or reject plans. Sewer, water pipe, etc., may be located in subway without compensation. Cost, damage and expense.) The council may grant to the com- pany the right to move, change, elevate, depress, relocate and reconstruct at its sole expense any sewer, sewer con- nection, catch-basin, water pipe, water connection, natural or artificial gas pipes or connections, hydrants, conduits, pipes, wires, street railway tracks and appliances, poles, whether for street railway, electric lighting, heating, power, telegraph, telephone, signal service, or any other purpose, or any other obstruction, which may be encountered in the construction of the underground railroad. Any such company shall before proceeding to move, change, elevate, depress, relocate, or reconstruct any such sewer, sewer connection, catch basin, water pipe, water con- nection, natural or artificial gas pipes or connections, hy- drants, pipes, wires, conduits, poles and street railway tracks or appliances, or other obstructions, file with the director of publie service of the municipality detailed plans and speci- fications for all of said work. No such work shall be com- menced unless such plans and specifications shall first be approved by the director of public service of such munici- pality, after notice and hearing, and unless such company shall file with the director of public service a bond in such amount and with such sureties as the director of public service may determine, conditioned to indemnify and save harmless the owners of any such sewer, sewer connection, catch basin, water pipe, water connection, natural or arti- ficial gas pipes or connections, hydrants, pipes, wires, con- duits, poles-or street railway tracks or appliances, and the owners of any other property situated in, on, under,: or G. C. § 9143-2 OHIO PRIVATE CORPORATIONS. 1504 near any such road, street, alley, way, or public ground, from all cost and expense of such work and damages result- ing from injuries done thereby. Such director of public © service may change, modify or reject any such plans or specifications, and such work of construction shall be per- formed under the supervision and control of the director of public service. If such plans and specifications shall locate any such Sewer, sewer connection, catch basin, water pipe, water con- nection, natural or artificial gas pipe or connection, hy- drants, pipes, wires, conduits, or any other structures within the gallery, subway or tunnel of such underground railroad, the owners of the same shall be entitled to use such space within such gallery, subway, or tunnel, without compensa- tion for such use and occupancy, except a reasonable charge to defray the actual cost of maintenance; provided, how- ever, that if any such sewer, pipe, conduit or other con- ductor shall be of greater capacity than that existing prior to the construction of such underground railroad, the under- ground railroad shall be entitled to charge for the increased capacity of such conductor and not otherwise. All cost, damage, and expense, incidental to the work of removing, supporting, readjusting and reconstructing any such sewer, Sewer connection, catch basin, water pipe, water connection, natural or artificial gas pipes or connections, hydrants, pipes, wires, conduits, poles, street railway tracks or appliances, or other structures, and all cost of supervision by the city Shall be borne by and paid for by such elevated or under- ground railroad. Nothing contained in this act shall au- thorize the permanent removal or exclusion from any such road, street, alley, way or ground of any such sewer, sewer connection, catch basin, water pipe, water connection, natural or artificial gas pipe or connections, hydrants, pipes, wires, conduits, poles, street railway tracks or appliances, and other structures, authorized to be located therein, except when suitable facilities for such services have been other- wise provided for therein, or to prevent the practical con- struction, repair, operation and use of the same. (May 29, 1911, 102 v. 179.) Section 9143-2. (When the grant of such right and privi- leges deemed valid.) Any ordinance of any city purporting to grant the rights or privileges, or any of them, contained In this act to any company, and which grant has been ac- cepted and on account thereof money has been expended im good faith, is hereby declared to be as valid ‘and effective as if the power in said city to so grant such rights and 1505 STREET AND INTERURBAN. G. C. § 9146 privileges had been expressly enumerated in the general municipal corporation act. (May 29, 1911, 102 v. 180.) Section 9143-3. (Right to lease space in tunnel or sub- way.) The council may authorize the company to lease space in its tunnel or subway, for the purpose of placing pipes, conduits, tubes and wires for artificial or natural gas, water, sewer, heating, telegraph, telephone, signal serv- ice, United States mail, electricity for light, heat and power purposes, to any company which has been duly authorized by the municipality to engage in and which company is actually engaged in the business in connection with which the use of such space is to be made; provided that such lease shall be made and such space occupied in such manner and on such terms and conditions, as the council may deter- mine and approve. And the council shall have the right to place, or cause to be placed in such tunnel or subway any pipes, lines and conduits for any of its service, including those above named, without charge, except for cost of con- struction, provided that such placing shall not interfere with the company’s use of the subway. (May 29, 1911, 102 v. 180.) Section 9144. (Terms of grant.) Such grant shall only be made upon such terms and conditions as are agreed upon by the council of the city, and the company; and every such grant shall provide for the rate of fare within the limits of such municipality. (110 v. 70; R. S. See. 3283b; March 23, 1909, 100 v. 71; May 9, 1908, 99 v. 452.) Section 9145. (Appropriation of property.) After such grant has been made such company may appropriate private property necessary for the use and enjoyment of the grant, including terminals and way stations, for the purpose of constructing and operating its road in the manner and upon the terms provided by law for the appropriation of private property by corporations. (R. 8S. Sec. 32838b; March 23, 1909, 100 v. 71; May 9, 1908, 99 v. 452.) Section 9146. (Damages to other property.) Every com- pany which constructs an elevated track upon or a tunnel | or an underground railroad below such roads, streets, alleys, ways or grounds, shall be responsible for injuries done there- by to private or public property, lying upon or near such Streets, alleys, ways or grounds, which may be recovered by civil action brought by the owner before the proper court at any time within two years from the completion of the G. C. § 9149 OHIO PRIVATE CORPORATIONS, 1506 road. (R. S. See. 32838b; March 238, 1909, 100 v. 71; May a | 1908, 99 v. 452.) a Section 9147. (Purchase of road by city.) Every city ‘making a grant as provided in the five next preceding see tions, may provide in such grant, upon such terms and con- ditions as are agreed upon by the council of the city, and the company, for the ultimate purchase and ownership by the city of such road or any part thereof. (R. S. See. 3283¢; May 9, 1908, 99 v. 453.) . f Section 9148. (Company to notify authorities of accept- ance or rejection of grant.) Every railroad, street railroad company, suburban railroad company or interurban railroad company, to whom a grant has been made as above pro- vided shall notify in writing the authorities making the grant of its rejection or acceptance of the grant at a time fixed by them at the time of making the grant. If after a grant has been made as above. provided, and accepted by any railroad, street railroad company, suburban railroad company or interurban railroad company, within sixty days— after such acceptance there is filed with the mayor of the- city making the grant a petition protesting against it and signed by such a number of the electors of the city qualified to vote at the last preceding general election, as equals ten per cent of the number of votes cast for mayor at the last preceding election for mayor, he shall certify such fact to” the proper election officials. (R. S. See. 3283d; March 23, 1909, 100 v. 71; May 9, 1908, 99 v. 453.) i Section 9149. (Submission of grant to electors.) The officials in charge of such general election, in accordance with the statutes relating to elections, shall arrange, pro- vide for and conduct the submission of such question to such electors. The question whether the grant shall be made- shall be submitted to the electors of such city at the next_ succeeding general election occurring more than thirty days after the expiration of such sixty days. The ballots at such election if the grant be for the construction of elevated tracks shall read ‘‘Elevated Railroad Grant—Yes’’. ‘‘Hle- vated Railroad Grant—-No’’. If the grant be for the con struction of underground tracks they shall read ‘‘Under- ground Railroad Grant—Yes’’. ‘‘Underground Railroad Grant—No’’. If the grant be for the construction of partly elevated and partly underground tracks, they shall read — ‘‘Hlevated and Underground Railroad Grant—yYes’’, ‘‘Hle- vated and Underground Railroad Grant—No’’. If at such — octal 1507 STREET AND INTERURBAN. G. C. § 9149-3 election a majority of the votes cast on such question be against such grant, it shall be ineffective and void. (R. 8. Sec. 3283d; March 23, 1909, 100 v. 71; May 9, 1908, 99 v. 453.) Section 9149-1. (Air brakes required on urban and inter- urban cars.) That from and after January 1, 1924, it shall be unlawful in the state of Ohio, for any corporation, com- pany, person or persons owning or eontrolling the same, to operate, use or run or permit to be run, used or operated for carrying passengers or freight on an urban or inter- urban railroad or street car line, any ear propelled by elec- tricity, or any car, cars or train of cars drawn by any car or cars propelled by electricity not equipped, in addition to the hand brake in use on such ear, cars or train of cars with an air or electric power brake so that the same can be operated and controlled by the motorman in charge of and operating such car, cars or train of cars. It shall be the duty of the public utilities commission of Ohio to enforce this act. (109 v. 142; 101 v. 209.) See Uncapher v. West, 100 O. S. 202 (1919), for evidence held in- sufficient to show that compliance with this section was ‘‘impossible’’. Section 9149-3. (Electric railroads operating cars along third rail required to maintain fences, crossings and catile- guards. Exception.) That every company or person having the control or management of an electric, interurban, or street railroad, which operates its cars by electricity conducted through or along a third rail, shall construct, or cause to be constructed, and maintain in good repair on each side of its right of way through which such third rail extends, a fence sufficient to turn stock; and such company or person Shall cause to be maintained at every point where any public road, street, lane, or highway crosses such railroad, safe and sufficient crossings, and on each side of such cross- ines cattle-guards sufficient to prevent domestic animals from going upon said railroads; and every such company or person shall be liable for all damages sustained in per- son or property in any manner by reason, of any neglect or carelessness in the construction or maintenance of any such fence, crossing or cattle-guard, whether such damage be sustained from the contact of said domestic animals with said cars or from contact with, or by reason of, electricity passing through or along such third rail. Provided, how- ever, that the provisions of this act shall not require the building and maintenance of such fence between the right- G. C. § 9149-7 OHIO PRIVATE CORPORATIONS. 1508 of-way of such electric, interurban, or street railway, and the right-of-way of any steam or electric railway where said rights-of-way are parallel and abut upon each other, and such steam or electric railway maintains a fence on the opposite side of its right-of-way. (April 25, 19138, 103 v. 1974-4: Section 9206. (May appropriate obstacles to use of canal.) Such company may condemn, appropriate, purchase or otherwise acquire and remove any dam, pier, wharf, bridge, causeway, trestle, wall, embankment, or other arti- ficial work or natural obstacle which obstructs, interferes with, or threatens the free navigation or use and operation, and maintenance of its canal or branches, or the safe and easy entrance or exit of vessels to and from them. (Rk. SF § 3445-3, April 27, 1896, 92 v. ‘411, § 3.) Section 9207. (Terminals, warehouses, etc.) Such com- pany may construct, maintain and use, lease or otherwise dispose of terminals, harbors, wharfs, piers, docks, ele- vators and warehouses upon its canal, or on lakes adjoining or near to it, or connected therewith by waterways, natura or artificial. (R. 8. § 3445-8, April 27, 1896, 92 v. 411, § 3.) 1553 SHIP CANAL COMPANIES. G. C. § 9208 Section 9208. (May lease rights.) Such company may lay out and lease, or otherwise dispose of water-lots, and use, lease, sell or otherwise dispose of water brought by or for its canal, and produce, lease and supply, or otherwise dispose of hydraulic, electric, or other kinds of power in connection with its own works, and also erect, maintain and operate such structures, machinery or appliances, as are necessary to produce the power or force required to operate the canal and branches. (R. 8S. § 3445-3, April 27, 1896, 92 v. 411, §3.) Land acquired by a canal company, organized under a special charter, prior to the adoption of the constitution of 1851, authorizing it to acquire lands for its. use by donation, grant or appropriation, without expressing the interest or estate to be acquired thereby, revert to the original owner, or his successor in title, upon the abandonment of the canal. The rule is the same where it afterwards disposes of its canal to the state. Vought v. Railway, 58 O. S. 123 (1898); affirmed, 176 U. S. 469; 13 O. F.. D. 234. Where, however, the land is- only abandoned by the state for canal purposes and is at the same time leased or conveyed to a railroad com- pany for railroad purposes, the owner is only entitled to compensation for the additional burden thereby imposed, and such damages as may result from the new use, Vought v. Railway, 58 O. S. 123 (1898); affirmed, 176 U. S. 469; 13 O. F. D. 234. Where a canal company and a railroad company resort to the form of an appropriation merely for the purpose of consummating a purchase by the railroad company from the canal company of an easement in the land appropriated, and a railroad is constructed on the line and in place of the canal, this is not such an abandonment as will work a reversion to the original owner. ; Hatch v. Railroad Co., 18 O. S. 92 (1868). See Garlick v. Railway Co., 67 O. S. 223 (1902). A special act authorizing a canal company to abandon a portion of its canal, is permission to surrender corporate power, not an attempt by special legislation to confer corporate power, and is therefore not in conflict with section 1, article 13, of the constitution. Penna. Canal Co. v. Commissioners, 27 O. S. 14 (1875). Vought v. Railway, 58 O. S. 123 (1898); affirmed, 176 U. S. 469; 13 O,F. D. 234, Owners of lands abutting on a state canal, incidentally benefitted by its water or drainage facilities, can not, on such ground, enjoin the abandonment of the canal, or claim compensation therefor. Vought v. Railway, 58 O. S. 123 (1898); affirmed, 176 U. S. 469; 13 O. FinD.7234, Hatch v. Railroad Co., 18 O. S. 92 (1868). Where a canal company organized under a special charter, which obligated it to repair bridges over the canal, was by a valid act permitted to abandon the canal and surrender its charter, it was thereby released from the obligation to repair bridges. Penna. Canal Co. v. Commissioners, 27 0. S. 14 (1875). But where such a company abandoned only part of its canal, it was not relieved from the obligation to keep in repair the parts of the canal not abandoned, nor from the consequences of failure to perform such duty Imposed by its charter. State v. Penna., etce., Co., 23 O. S. 121 (1872). ' G. C. § 9212 OHIO PRIVATE CORPORATIONS. 1554 A canal company incorporated under the act of January 10, 1827 (25 O. L. 3) erected a dam, causing the water to flow back upon the lands of a proprietor above the dam. The company owned in fee simple, by pur- chase, the land upon which one half of the dam was built; and conveyed, in fee simple, to third persons, the land thus owned and granted to them the privilege of using surplus water of the dam not required for canal purposes. Held, that the right to flow the lands of such proprietor, which the company acquired by appropriation, did not, by such conveyance, survive and vest in the grantees after dissolution of the canal company. McCombs v. Stewart, 40 O. 8S. 647 (1884). Section 9209. (May acquire vessels.) Such company may acquire, use, or dispose of steamers, tugs, boats, barges ' and other vessels for its canal purposes, and propel them in and through the canal by any kind of power or force, and also open, cut and make such ponds or basins for the laying up or turning of vessels, boats, or rafts using the canal, at such parts of it as the company deems expedient. (R. S. § 3445-8, April 27, 1896, 92 v. 411, § 3.) Section 9210. (May build, erect and operate drydocks and machinery.) Such company may build and erect dry- docks, slips and machinery therewith, for the hauling out and repairing of vessels, at its discretion; also, provide or make apparatus and appliances for the raising and clearing away of wrecked or sunken vessels, for the floating of sunken or grounded vessels, and lease or hire such instru- mentalities on such terms as it sees fit, or operate them by its own servants and agents. (R. S. Sec. 3445-3, April 27, 1896, 92 v. 411; §3.) Section 9211. (May acquire or build telegraph and tele- phone lines.) Such company may construct, or acquire, maintain and operate electric telegraph and telephone lines, electric light poles, wires, machinery, and apparatus for the economic and convenient construction and operation of its canal and branches; also, by license, purchase, or other- Wise, acquire the right to use any patented invention, proper for that purpose, and again dispose of them. The company further may do all such things as are necessary for the mak- ing, completing, maintaining or operating its canal and branches, and to the carrying out in other respects its ob- jects. (R. S. § 8445-3, April 27, 1896, 92 v. 411, §3.) Section 9212. (When changes of public or private prop- erty made by company.) When such company finds it necessary to relocate, alter, move, divert, rebuild, or other- wise change a bridge, street, highway, turnpike, or other 1555 SHIP CANAL COMPANIES. G. C. § 9216 public or private avenue of transportation, or of an electric telegraph or telephone line, electric wire, main, conduit, water, gas or steam pipe, sewer, drain, culvert, or tunnel, it forthwith shall properly reconstruct whichever of these is moved or changed, on the most favorable location pro- curable, with the least possible interruption to its con- venient use, and at the company’s expense. (R. S. § 3445-3, April 27, 1896, 92 v. 412, §3.) Section 9213. (Occupancy and use of stream.) Such company may enter upon, occupy and use, a part or all of a river, creek or stream on and along the route of its canal and branches; enter upon lands on the route adjoining or in the neighborhood thereof, and appropriate so much as is deemed necessary therefor, including buildings and improve- ments mentioned in sections ninety-two hundred and three and ninety-two hundred and twelve both inclusive, and materials for construction, and rights of way to enable it to construct and repair its canal and branches. (R. S. § 3445-4, April 27, 1896, 92 v. 412, § 4.) Section 9214. (Occupancy and use of highway or public ground.) If in the location of a canal, or branches thereof, it be necessary to occupy a public road, street, alley, way or public ground, or part thereof, the right to occupy and use it may be acquired in the manner, under the conditions and subject to the restrictions and obligations provided by law for railroads in like cases, which are hereby made ap- plicable to ship-canal companies. (R. S. § 3445-5, April 27, 1896, 92 v. 413, §5.) Section 9215. (Compensation for land taken.) No ap- propriation of property to the use of such company shall be made until full compensation therefor is made in money, or Secured by deposit of money, to the owner, to be assessed by a jury without deduction for benefits to any property Owner, as prescribed by law. Such appropriation of prop- erty shall be made according to the provisions of law re- lating to the appropriation of private property by corpora- tions. (R. 8S. Sec. 3445-6; April 27, 1896, 92.v. 413, § 6.) Section 9216. (Issuing of bonds.) Such company may issue bonds, convertible or otherwise, bearing interest at not more than seven per cent per annum, to an amount not greater that the amount of its capital stock actually sub- Scribed, for one or more of the following purposes: Com- pleting or extending its canal, constructing branch canals, G. C. § 9221 OHIO PRIVATE CORPORATIONS. 1556 necessary buildings or improvements, enlarging or deepening its canal or branches, paying its unfunded debts, or redeem- ing its bonds. It may secure the bonds so issued by mort- gage on its property, or otherwise, by complying with the provisions of the law authorizing railroad companies to issue bonds for similar purposes, which are hereby made appli- cable to ship-canal companies. (R. 8S. § 3445-7, April 27, 1896, 92 v. 418, §7.) Section 9217. (Borrowing money and securing loan.) Such company may borrow money on the terms, for the purposes, and subject to the conditions and restrictions, con- tained in the law governing the borrowing of money by railroad companies; and its mortgage or pledge to secure the payment of such loans shall be made, recorded, and the lien thereof attached as required-and provided with respect. to railroad companies. (R. S. §§ 8445-8, 3445-9; April 27, 1896, 92 v. 418, §§ 8, 9.) Section 9218. (Increase of capital stock.) Such com- pany may increase its capital stock whenever the directors think this necessary to the purposes of the company, by complying with the law which directs the steps to be taken by a railroad company in proceedings for increasing its capital stock; and such increased stock may be ‘‘eommon’’ or ‘“preferred,’? on the conditions, and under the restrictions provided therefor, with respect to railroad companies. (R.— S. § 8445-10; April 27, 1896, 92 v. 418, § 10.) Section 9219. (Limit of stock and indebtedness.) But in no case shall the aggregate amount of the capital stock and bonded indebtedness of such: company ever exceed the sum of six hundred thousand dollars per mile of its main and branch canals. (R. 8. Sec. 3445-10; April 27, 1896, 92 v. 413, § 10.) Section 9220. (Principal office.) As soon as convenient after its organization, such company shall establish a prinei- pal or general office at a point on the line of its eanal, which it may change at pleasure, and give public notice of its es- tablishment or change, in some newspaper published on its line, in this state. (R. S: Sec. 3445-11; April 27, 1896, 92°53 v. 414, §11.) | Section 9221. (Where office of officers to be maintained.) The office of the ‘president, secretary and treasurer of the company shall be kept at such principal or general office, 1557 SHIP CANAL COMPANIES. G. Cy. § 9226 or other point on the line of the canal in the state, and a ree- ord kept there of all the proceedings of the company, to be open at reasonable hours to the inspection of stock- holders. (R. S. § 8445-11, April 27, 1896, 92 v. 414, § 11.) Section 9222. (Securities sold to directors under par, void.) All capital stock, bonds, notes, or other securities of such company, purchased of it by a director thereof, either directly or indirectly, for less than par value, shall be null and void. (R. S. § 3445-12; April 27, 1896, 92 v. 414, § 12.) See § 8798 and note. Section 9223. (When directors personally liable to stock- holders.) Such directors shall be liable in their individual capacity to the stockholders for any damage sustained by them by reason of negligence, mismanagement, or unfaithful- ness in the discharge of their duties; but a director may exonerate himself by entering his protest upon the record against an act done without his concurrence from which injury is feared, and forthwith publishing it for three weeks ™ some newspaper printed and of general circulation in _the county in which is the principal office of the company. (RB. S. § 3445-12; April 27, 1896, 92 v. 414, § 12.) See G. C.. § 8788. Section 9224. (Consolidation.) When the canals of ship- canal companies arr so constructed as to permit the passage of ships, boats or vessels into and through any two or more of such canals continuously, without break or interruption, such companies may consolidate themselves into a single company. (R. 8. § 3445-13; April 27, 1896, 92 v. 414, § 18.) Section 9225. (Consolidation of domestic and foreign companies.) Any company organized in this state for the purpose of constructing, owning, maintaining and operating a ship-canal to the boundary line, or other point in or out of the state may consolidate its capital stock with the capital stock of a company in an adioining state, organized for a like purpose, whose canal has been projected to the same point, if the several canals when constructed will be con- tinuous. (R.S. See. 3445-18; April 27, 1896, 92 v. 414, § 13.) Section 9226. (Provisions governing consolidations.) Such consolidation shall be made in accordance with the provisions of law authorizing and governing the consolida- G. C. § 9228 OHIO PRIVATE CORPORATIONS. 1558 tion of railroad companies and their roads. Such consoli- dated canal companies shall be entitled to the rights, bene- fits, and subject to the requirements and restrictions by law granted to or imposed upon railroad companies which haye been consolidated, all provisions as to the latter, being hereby made applicable to the former. (R. S. See. 3445-14; April 27, 1896, 92 v. 414, § 14.) ; Section 9227. (Protection of property, duties of officers, agents, etc.) Laws for the protection of railroads or their property, and relating to or enforcing the duties and obli- gations of officers, agents and employes of railroad compan- ies, or to the appointment powers and duties of railroad police, shall be applicable to the canals, property, officers, agents and employes of ship-canal companies. (R. 8S. § 3445- 15; April 27, 1896, 92 v. 414, § 15.) Section 9228. (Company incorporated by another state or the United States.) Any company created under the laws of another state, or of the United States, for the purpose of constructing, maintaining and operating a ship-canal partly in such other state and partly in this state, with any kind of motive power, may exercise and enjoin herein all its powers, privileges, faculties and franchises for the pur- poses of such canal and_its business, not inconsistent with the laws of this state. Such companies shall be entitled to the rights or privileges granted, and subject to the require- ments or restrictions imposed by law on ship eanal com- panies organized under the laws of Ohio. (R. S. See. 3445- 16, March 31, 1906, 98 v. 151, § 15a.) See Opins. Atty. Gen. 1915, p. 746. CHAPTER 4. TURNPIKE, OR PLANK ROAD. § 9229. Powers. § 9241. Rates of toll on limestone § 9230. Supplementary articles. roads. § 9231. Materials used in construc- § 9242. Toll on certain roads from tion. . mines or quarries. § 9232. May appropriate lands. § 9243. Repair of roads in munici- § 9233. How right to use street or palities. Pe bridge acquired. § 9244, Proceeding to enforce. re- § 9234. Exceptions. pairs. § 9235. Width and grade. § 9245. Costs. § 9236. Authority to collect toll. § 9246. Repair of roads outside of § 9237. Extension to other im- municipalities. proved road. § 9247. -Damages ‘and forfeiture. § 9238. Forfeiture for evading § 9248. Costs. gates. § 9249. Appeal by company from § 9239. Mile-stones. decision of justice of § 9240. Rates of toll. the peace. 1559 TURNPIKE COMPANIES. G. C. § 9229 § 9250. Forfeiture for detaining § 9276. May assist intersecting travelers. free turnpike. ' § 9251. Fast riding or driving over § 9277. Accounts to be kept by bridges. county. § 9252. Obstructing roads. § 9278. Books to be kept by com- § 9253. How forfeiture recovered. pany. § 9254. No toll-gate to be erected § 9279. Report of toll-gate keeper. in city or village. § 9280. Directors’ annual report. § 9255. Compensation for removal § 9281. Treasurer to hold no other of toll-gate and use of office. road. § 9282. Toll-gate keeper agent of § 9256. May sell road or bridges to company. city or village. § 9283. How obstructing fences re- § 9257. Foreclosure of mortgage on ; moved. road. § 9284. Company may assess stock- § 9258. Appraisers; purchaser re- holders. ceives franchises. § 9285. Notice of meeting for that § 9259. How road surrendered to purpose. county. § 9286. Proceedings at such meet- § 9260. How transfer evidenced. ing. § 9261. Private sale of roads. § 9287. Collection of assessments. § 9262. Sale to county commission- § 9288. Parties assessed for im- ers. proved roads, may incor- § 9268. When county commission- porate. ers May purchase toll- § 9289. Who to be stockholders. road. § 9290. Certificates of stock to be § 9264. How roads voted to be pur- issued. chased, appraised. § 9291. Powers of such companies. § 9265. The purchase and effect. § 9292. May increase capital stock. § 9266. The issue of bonds for the § 9293. Proceedings for such pur- purchase and their re- pose. demption. § 9294. Company may divide road. § 9267. Refunding of taxes and § 9295. Proceedings to effect sub- assessments to construct division. free turnpike. § 9296. Reorganization of separate § 9268. Effect of accepting refund- companies. er. § 9297. Names of new companies. § 9269. Bonds for purpose of re- § 9298. Roads may be sold-on exe- funding. cution. § 9270. Fees. § 9299. Levy and appraisement. § 9271. Effect of sale in one coun- § 9300. When order for appraise- ty on balance. ment may be made. § 9272. Transfer not to affect cred- § 9301. Purchaser takes franchise. itors. § 9302. Transcript to be filed with § 9272. Additional stock author- secretary of state. . ized. § 9303. Right to take toll may be § 9274. Companies may _ consoli- sold on execution. date. § 9304. Certificate of sale and ef- § 9275. May assist road which is fect. Section 9229. an extension. (Powers.) A turnpike or plank-road com. pany may construct a turnpike or plank-road, as named in its articles of incorporation, between the termini specified therein, and when it is so stated in the articles, may improve and hold more than one road, if such roads diverge from one point, or branch from each other in the course of their routes. (R. S. Sec. 3472; May 1, 1852, 50 v. 274, § 32; March 4, 1853, 51 v. 484, §2; S. & ©. 298: 8S. & CG. 319.) A turnpike company has no right to acquire and hold land in fee simple, when not necessary for the purposes of the company. Turnpike Co. v. Railroad Co., 15 C. ©. 268; 8 GC. D. 269 (1898). A municipality can not lay water or sewer pipe under the surface of a turnpike, without the consent of the turnpike company, until it ac- quires the right by appropriation. Cincinnati Turn. Co. v. Avondale, 17 W. L. B. 294 (1887). A turnpike company has no power by virtue of its easement to lay . G. C. § 9231 OHIO PRIVATE CORPORATIONS. 1560 water pipes except to maintain its way or to benefit public travel. Such right rests in abutting owners, or their licensees. Avenue Co. v. St. Bernard, 1 N. P. 85; 1 L. D. 99 (C. P. 1894). A turnpike company can not grant a greater easement than it pos- sesses. A street railway, laying tracks in a turnpike under a grant from the turnpike company, may be enjoined from impairing the right of ac- cess of an abutting owner. McMaken v. Street Railroad, 5 N. P. 367; 5 L. D. 358 (OES 189 Fs Voting rights of stock, formerly owned by the state, in turnpike com- pany organized under a special charter. See Harper v. Ampt, 32 O. S. 291 (1877). Plank road companies organized under special charters prior to the constitution of 1851, which charters provided that the companies should be subject to all laws which might “thereafter be enacted, for the purpose of governing and regulating such companies generally in this state;” were held to be subject to general statutes providing for the repair of turnpikes. Plank Road Co. v. Cotton, 12 O. S. 263 (1861). See § 9246. Turnpike or road a public highway. ‘‘While a turnpike may be -owned and operated by a private corporation, it is still a public high- way. A turnpike road can only be constructed and operated under authority of law, and when used by the public it becomes a publie highway. The purpose and object of a turnpike is merely to provide a public highway of a better quality than would be furnished by an ordinary county road, and it is maintained by tolls instead of by public taxes. It is not in any sense a private road or way; it could not be closed by the stockholders or corporation against the public use; it is constructed under or by virtue of public authority for the use of every person who desires to pass over it, on the payment of the toll established by law, and its use is common to all who comply with the law. The easement enjoyed by the public in a turnpike road is vested in the public as much as that of a common highway. If for any reason the turnpike should be abandoned as such it would still remain a public highway.’’ Cincinnati v. Leeds, 3 Ohio App. 123, 181; 20 O. C. mn. s. 212 (1914). Section 9230. (Supplementary articles.) Such company may file, supplementary articles, for the specification and designation of an additional branch road connected with previous work constructed by it, and may unite with any other turnpike or plank-road company in maintaining and holding any road in common between them and divide the proceeds thereof in proportion to their respective interests. (R. S. See. 3478; March 4, 18538, 51 v. 484, §3; S. & C. 319.) Section 9231. (Materials used in construction.) In the construction or repair of its road, such company may make or construct a part thereof with stone, gravel, or plank, as one or the other material is most convenient for such part of the road. When plank are used they shall be two and one-half inches thick, cover enough of the road for the accommodation of teams, but may be placed in the center or on either side of the road. A change of material shall 1561 TURNPIKE COMPANIES. G. C. § 9232 not impair the utility of the road, nor render it less valuable to the traveling public. (R. S. See. 3474; May 1, 1852, 50 v. 274, § 383; March 12, 1853, 51 v. 395; §2; April 3, 1854, 52 v. 24, §1; 8S. & C. 295; S. & C. 3384; S. & C. 370.) Section 9232. (May appropriate lands.) Such company, or its agents, may lay out, locate, survey and make its turn- pike or plank road through improved or unimproved lands, on the best route between the points or places designated in the articles of incorporation, contracting for and paying the owners of the land over which ‘the road passes the damage done thereto by laying out and making it, and for materials taken therefrom for constructing or repairing it. When the company and the owner can not agree as to the compensation, or if the owner is unknown or incapable of contracting, then such damages shall be assessed and paid in the manner prescribed by law. When any part of the road is rendered unsafe for travel by the current of a river, water-course, or other unavoidable cause, the com- pany may change the location of the road at such place so far as necessary, and appropriate land therefor as above provided. (R. 8. Sec. 3475; May 1, 1852, 50 v. 274, § 82; March &, 1805, 62 v.90, §1: 5,.& 0. 293: 8. & S. 116.) Where a company, incorporated for the purpose of constructing a plank road, was authorized by its charter to take possession of public roads for such purpose, and constructed its road, which was accepted by the proper public authority, and the company permitted to erect its gates, any part of a public road so taken was held to be withdrawn from the jurisdiction of the road supervisor, whatever liabilities the company may have incurred to individuals for failure to appropriate their interests in a legal manner. Chagrin Falls, etc., Co. v. Cane, 2 O. S. 419 (1853). See G. C. § 7300 (102 v. 117) and §§ 7298 to 7301. The interest of the public in such roads, consisting in a perpetual easement for purposes of public travel, may, at the discretion of the gen- eral assembly, be transferred, without pecuniary equivalent, to a plank road company; such plank road still remaining a public highway. The company in such case becomes the assignee of the public and lawfully possessed of the same interest as the public had. Chagrin Falls, etc., Co. v. Cane, 2 0. S. 419 (1853). After a company has appropriated land sixty feet wide for the pur- poses of its road, and the resulting damages to the owners have been ascertained, it may, within the sixty feet, build a toll-house and dig a well for the accommodation of the toll gatherer. Ward v. Turnpike Co., 6 0. S. 16 (1856). Whether the freeholders, in assessing damages, formed erroneous conclusions as to the extent of injury by failing to estimate the detriment which a toll-house might occasion, can not, in the absence of any showing in the record of the basis of their award, be considered by the court. An action of trespass against the company will not lie for errors made in assessing damages. | Ward v. Turnpike Co., 6 O. S. 16 (1856). G. C. § 9235 OHIO PRIVATE CORPORATIONS. 1562 Section 9233. (How right to use street or bridge ac- quired.) When, in laying out or building a turnpike or plank-road, such company deems it proper to enter upon and take possession of a road, street, alley, or bridge out- side of a municipality, it shall present to the commissioners of the county in which the road, street, alley, or bridge is situated, a petition, signed by at least twelve citizens who live on or are interested in the road, street, alley, or bridge, and cause a notice to be published in some newspaper of general circulation in the county, for four consecutive weeks, of the object and prayer of such petition, that re- monstrances may be made thereto. At their next meeting after the presentation of such petition, such notice having been given, the commissioners shall hear and determine it. If it appears to be for the interest of the community using the road, street, alley, or bridge, to have it used to con- struct such turnpike or plank-road thereon, the commis- sioners shall grant a permit, in writing, to the company to take and use it on such terms as they deem for the interest of the community; whereby the company shall acquire an ex- elusive right of way in such road, street, alley, or bridge. (R. S. Sec. 3476; March 29, 1866, 63 v. 61, §4; S. & S. 141.) A franchise for a specified term of years dates from the issuance of the permit by the commissioners and not from the subsequent action of that board granting the right to collect toll, under § 9236. Commissioners v. State Road, etc., Co. 1 N. P. n. s. 143; 18 L. D. 747 (C. P. 1900); aff’d, no rep., 67 O. S. 554. Planks placed in a road by a turnpike company under such a fran- chise can not be removed by the company after the expiration of its fran- chise. Commissioners v. State Road, etc., Co. 1 N. P. n. s. 143; 13 L. D. 747 (C. P. 1900); aff'd, no rep., 67 O. S. 554. See C. E. Ry. Co. v. Cleveland, 204 U. 8. 116. Forfeiture of franchise for failure to keep turnpike in repair. See Turnpike Co. v. Waechter, 2 C. C. n. 8. 21; 15 C. D. 605 (1903). Section 9234. (Exceptions.) Nothing in the preceding section shall extend to roads, streets, alleys, or bridges within the limits of a city or village, nor to any macadam- ized road. (R. S. Sec. 3476 March 29, 1866, 63 v. 61, § 45m S. & S. 141.) Section 9235. (Width and grade.) Turnpikes and plank- roads shall be opened not exceeding sixty feet wide, thirty feet of which must be cleared of brush and logs, and at least sixteen feet be made an artificial road, composed of stone, gravel, wood, or other convenient material, compacted together so as to secure a firm, even and substantial road. In no place shall the ascent in such a road be greater than 1563 TURNPIKE COMPANIES. G. C. § 9236 five degrees. But when a company, licensed by the county commissioners, as directed by law, has collected tolls on its road for ten years or upward, it may demand and receive such tolls thereon as are authorized by law, if the grade does not exceed seven degrees. (R. 8S. See. 3477; April 12, 1869, 66 v. 46, §1; April 4, 1878, 75 v. 90, § 34; S. & C. 295). Section 9236. (Authority to collect toll.) When a com- pany has completed its road, or part thereof not less than three miles, and from time to time thereafter it has com- pleted a further or continuous portion, it may apply to the commissioners of the county in which the finished road or part lies, or if it lies in two or more counties, to the com- missioners of either of the counties, and they shall appoint three judicious, disinterested freeholders, who, on oath, shall examine it, and report their opinion to the commissioners, in writing. If they report that the road, or part thereof is completed, in accordance with this chapter, the commis- sioners, by license in writing, shall authorize the company to erect gates, at suitable distances, and demand and receive, of persons traveling the road, the tolls allowed by law. When any commissioner is a stockholder in the company making the application, the duties required of the com- missioners shall devolve upon the probate judge of such county or counties. If such judge is a stockholder in the company, such duties shall devolve upon the common pleas judge of the district in which the road lies, or the judge of any of the districts within which it lies, in case it lies in two or more districts. (R. S. See. 8478; April 18, 1870, 67 v. 94, §1; May 1, 1852, 50 v. 275, § 35; March 12, 1858, 51 v. 395, §3; March 4, 1853, 51 v. 484, § 4; April 29, 1872, 69 v. 196, §1; 8. & C. 295; 8. & C. 334; S. & C. 320.) A franchise, granted by county commissioners under § 9233, for a specified term of years dates from the issuance of the permit by the com- missioners and not from the subsequent action of that board granting the right to collect toll, under this section. Commissioners v. State, etc., Co. 1 N. P. n. s, 143; 13 L. D. 747 (C. P. 1900); aff’d, no rep., 67 O. S. 554. A demand for the toll is not necessary. The liability arises from passing the gate without payment. State v. Neil, 7 Ohio (1 pt.) 182 (1823). The right of taking toll is a franchise. Seymour v. Turnpike Co., 10 Ohio 477, 480 (1841). The right to take toll is property which can not be taken away without due process of law. Turnpike Co. v. Waechter, 2 C. C. n. s. 21; 15 C. D. 605 (1903). Turnpike Co. v. Parks, 50 O. S. 568 (1893). The right to take toll can not be sold on execution in the absence of a statute authorizing such sale. Seymour v. Turnpike Co., 10 Ohio 477 (1841). G.C. § 9238 OHIO PRIVATE CORPORATIONS. 1564 See § 9303. A reservation by the owner of land in granting a right of way for a toll road, that she and her descendants shall have the right to pass without payment of toll, does not create an estate running with the land. Turpin v. Pike Co., 7 N. P. 12; 9 L. D. 668 (1899). Toll gates within municipal limits prohibited. § 9254. Section 9237. (Extension to other improved road.) A turnpike company, whose beginning point is im a turnpike — road, and which has completed more than two and one-half miles, but less than three miles, thus connecting its road with an improved graveled road, or with another turnpike road, shall have all the privileges, and in all other respects conform to the requirements of the preceding section. But the county commissioners first shall authorize such privilege by a vote entered upon their journal. (R. S. Sec. 3478a; April, 17, 1882, 79 v. 144.) Section 9238. (Forfeiture for evading gates.) A person using such road, who, with intent to defraud the company, or to evade the payment of toll, passes through a private gate or bars, or along another ground near a turnpike or plank-road gate erected in pursuance of law, or practices any fraudulent or forcible means with intent to evade or lessen the payment of toll, for every such offense shall for- — feit and pay five dollars, to be recovered with costs of suit and amount of toll due for passing through such a gate, before any justice of the peace of the county in which the offense was committed, without stay of execution. Such forfeitures when collected must be paid into the common school fund in the township in which the offense was com- mitted. But nothing herein shall prevent persons using such roads between gates for common purpose. (R. S. See. 3479; March 22, 1881, 78 v. 77; Rev. Stat. 1880; May 1, 1862, 59 v. 101, §87; S: & S. 149;°8. & C. 296.) Malicious injury to toll gates; evasion of toll; penalty. See § 12484. — Rights of abutting owners. An abutting owner may erect a bridge over ditch constructed by turnpike company for drainage purposes, in order to enter turnpike from his premises; but ean not connect bridge with a private way and allow the public to use it as a “shunpike” to evade payment of toll. ; Avenue Co. v. Bates, 2 C. C. 376; 1 C. D. 540 (1887). An owner of land not abutting on turnpike, but on such private way: over which he has no right, has no right to erect such bridge. Avenue Co. v. Bates, 2 C. C. 376; 1 C. D. 540 (1887). An abutting owner has the right to lay water pipes under the surface of the turnpike. The turnpike company is entitled to compensation for injury to the surface, but is not entitled to an injunction to prevent the laying of such pipes, or under ordinary conditions to prevent a temporary disturbance of the surface. 1565 TURNPIKE COMPANIES. G. C. § 9240 Avenue Co. v. St. Bernard, 1 N. P. 85; 1.L. D. 99 (C. P. 1894). The transfer of a public road to a turnpike company, duly made by law, can not be presumed to affect injuriously the rights of owners of the land over which it passes, and if such injury is claimed, it must be proved. Chagrin Falls, ete., Co. v. Cane, 2 O. S. 419 (1853). Miscellaneous. A municipality can not lay water or sewer pipe under the surface of a turnpike, without the consent of the turnpike company, until it acquires the right by appropriation. Cincinnati Turnpike Co. v. Avondale, 17 W. L. B, 294 (1887). Where a bridge company was organized under a special charter which required the rates of toll to be posted at each end of the bridge, it was held that the company could not compel payment of toll where the rates were not posted. Bonham y. Taylor, 10 Ohio 108 (1840). See § 9239. Section 9239. (Mile-stones.) Each company shall put up a post or stone at the end of each mile, with the num: ber of miles from some noted point or place, at one end of the road, fairly cut or painted thereon, and also place near each gate a board, with the rates of toll painted there- on. No toll shall be demanded unless such boards are kept. (R. S. Sec. 3480; May 1, 1852, 50 v. 274, § 88; S. & C. 296.) Section 9240. (Rates of toll.) A company entitled to charge tolls may receive from persons traveling on or using its road, the following tolls, and no more, for every ten miles travel, and in the same proportion for any less dis- tance, to-wit: For every four-wheeled carriage or other ve- hicle drawn by one horse or other animal, fifteen cents, and for each additional animal, five cents; for every sled or sleigh drawn by one horse or other animal, five cents, and for each additional animal, five cents; for every horse, or mule and rider, five cents; for every horse, mule or ass, six months old or upwards, three cents; for every head of neat cattle, six months old‘or upwards, one eent; for every head of sheep or hogs, one-half cent; for every stage- coach or omnibus, drawn by two horses or other animals, thirty cents, and for each additional animal, ten cents : for every two-wheeled carriage drawn by one horse or other animal, ten cents; and for each additional animal, five cents; and for every engine, wagon or other vehicle, drawn or propelled by steam or otherwise than herein provided, may charge and receive such rates of toll as their directors or boards of managers may from time to time direct, but not to exceed five cents per mile. (R. S. Sec. 3481; Feb- Tuary 13, 1891, 88 v. 33; March 22, 1889, 86 v. 133; April 17, 1882, 79 v. 147; February 24, 1881, 78 v. 35; Rev. Stat. 1880; March 27, 1875, 72 v. 85, §1; June 12, 1879, 76 v. G. C. § 9242 OHIO PRIVATE CORPORATIONS, 1566 153, §1; March 16, 1865, 62 v. 142, §1; S. & S. 148; 8. & CG. 296.) : The classification of turnpike companies, made by this section and § 9241, is not unreasonable or arbitrary. These sections have a uniform operation upon all the members of each class and are constitutional. State v. Turnpike Co., 37 O. S. 481 (1882). Section 9241. (Rates of toll on limestone roads.) On all turnpike roads constructed of and kept in repair with two-thirds broken limestone the companies operating them may charge and receive for each ten miles travel thereon, and in the same proportion for any less distance, to-wit: For every four-wheeled carriage or other vehicle drawn by one horse or other animal, twenty cents, and for each additional animal, ten cents; for every sled or sleigh drawn by one horse or other animal, ten cents, and for each ad- ditional animal, five cents; for every horse or mule and rider, ten cents; for every horse, mule or ass, six months old or upwards, five cents; for every head of neat cattle, six months old or upwards, one and one-half cents; for every head of hogs, three-fourths of a cent; for every head of sheep, one-half cent, for every stage coach or omnibus, drawn by two horses or other animals, forty cents, and for’ each additional animal, ten cents; for every two-wheeled carriage drawn by one horse, fifteen cents; and for every engine, wagon or other vehicle, drawn or propelled by steam or otherwise than herein provided, may charge and receive such rates of toll as their directors or boards of managers from time to time direct, not to exceed five cents per mile. But persons going to and from their regular places of worship on the Sabbath, or to and from funerals, or elections, jurymen going to and returning from their attendance at court, and the troops and armies of the United States, and of this state, may pass on any road free of toll. (R. S. Sec. 3481; February 18, 1891, 88 v. 33; March 92, 1889, 86 v. 188, April 17, 1882, 79 v. 147; February 24 1881, 78 v. 85; Rev. Stat. 1880; March 27, 1875, 72 v. 85, §1; June 12, 1879, 76 v. 153, §1; March 16, 1865, 62 v 148, §1; 8. & S. 148; 8. & C. 296.) The classification of turnpike companies, made by § 9240 and this section, is not unreasonable or arbitrary. These sections have a uniform operation upon the members of each class and are constitutional. State v. Turnpike Co., 37 O. 8. 481 (1882). Section 9242. (Toll on certain roads from mines Or quarries.) A company incorporated for the purpose 0 constructing a turnpike or plank-road from a mine or quarry _ 1567 TURNPIKE COMPANIES. ~~ G.C. § 9244 to a railroad, canal, slack-water navigation or navigable water, macadamized road or place within or upon the borders of this state, when such road is completed, may charge and collect an amount of toll for teams, hauling the products of the mines or quarries on its road as its directors determine, not exceeding four cents per mile for two-horse teams, and an increase of two cents per mile for each additional horse. But such rates shall not be charged for teams hauling the products of mines or quar- ries for more than eight miles, nor shall other travelers on the roads be charged more than the ordinary rate of toll per mile as allowed by the two preceding sections. (R. S. See. 8481; 88 v. 83; 86 v. 133: 79 v. 147; 48 w. 3D. Rev. Stat. 1880; 72 v. 85, §1; 76 v. 153, §1; 62 v. 148, §1; [S. & 8.148; S. & C. 296].) Section 9243. (Repair of roads in municipalities.) If such a company fails to keep any part of its road within the limits of a municipal corporation in repair for five days successively, the proper municipal authority may pass a resolution requiring it to repair the road within ten days after the service of a copy thereof on the gate-keeper nearest the municipality, and the company shall declare its intention to abandon or repair it. On failure or refusal so to do within thirty days, or failure or refusal to repair in ninety days, the municipal corporation may file a com- plaint in writing, with a copy of the resolution, in the common pleas court of ‘the county, describing the portion of the road required to be repaired. The court, ora judge thereof then shal! appoint two disinterested persons as inspectors, who shall view the portion of the road com- plained of, and return their finding thereon, under oath, to the court, within ten days. If they find the complaint to be true, the court shall declare that such portion of the road is abandoned by the company, and the municipality may improve or repair it and assess and collect the costs of the improvement or repairs in the way provided by law for the improvement of streets. (R. S. See. 3482; March 14, 1853, 51 v. 464, §1; 8. & G. 333.) See Madisonville v. Turnpike Co., 17 W. L. B. 30 (1886). Section 9244. (Proceeding to enforce repairs.) Notice of the complaint, and of the appointment and time of meet- mg of the inspectors, shall be served on the president. or other officer of the company, or at its principal office, five days before the meeting. If such service be made by a Person other than the sheriff, it shall be verified by the G. C. § 9246 OHIO PRIVATE CORPORATIONS. 1568 oath of the person making it. No toll shall be received at the gates for the portion of the road so declared abandoned, and if the keeper of any gate demands and receives such toll, he shall pay the sum of five dollars to the party injured, to be recovered by civil action before any justice of the peace having jurisdiction. (R. 8. 3483; March 14, 1853, 51 v. 464, §2; 8. & C. 334.) Section 9245. (Costs.) Costs of the proceeding on the complaint shall be paid by the company, if the action be — sustained, but if not sustained by the municipal corpora- tion, and execution shall issue therefor as in other eases. (R. S. Sec. 3483; March 14, 1858, 51 v. 464, §2; S. &F C. 334.) Section 9246. (Repair of roads outside of municipali- ties.) If such company fails to keep its road in repair outside of a municipal corporation for five days succes- sively, or fails to build or rebuild any of the bridges or culverts across the streams crossing its road for a period — of six months, any person may file a complaint, in writing, — before any justice of the peace of the county, setting forth the nature and extent of the defect complained of, and designating the place or places in the road where it exists. Upon at least three days’ notice, to be given to the gate-keeper nearest the place complained of, the justice shall appoint two disinterested persons as inspectors, to meet at the place complained of within five days, and of the time and place of which meeting reasonable notice must be given to such gate-keeper. The inspectors shall then examine into the truth of the matter complained of, and if they find the complaint to be true, file with the justice a report of their finding, in writing, and send a certified copy of the complaint, and of their finding thereon, to the keeper of each of the gates between which the defective place or bridge is located. Thereafter no toll shall be re- ceived at such gates for the intermediate distance until the parts of the road found defective by the inspectors are fully repaired, or an appeal is taken as hereinafter provided. (R. S. Sec. 3484; April 9, 1878, 75 v. 106, §1; March 11, 1867, 64 v.51, §1; [S..& 8.150, 151: S. & C, 335].) County commissioners have no such interest as to entitle them to a writ of mandamus to compel a turnpike company to repair a bridge forming a part of such company’s road. State v. Turnpike Co., 16 O. S. 308 (1865). A supervisor of highways has no power over plank roads, constructed by incorporated companies and placed by law under their control; nor 1569 TURNPIKE COMPANIES. G. C. § 9248 ‘could he justify interference with such roads, although directed by the township trustees. Plankroad Co. v. Cane, 2 O. S. 419 (1853). Revised Statutes, §§ 4914, 4916 and 4918, so far as they authorize probate courts to declare a turnpike road abandoned, without the right to a jury or the right of appeal, are unconstitutional. Turnpike Co. v. Parks, 50 O. S. 568 (1893). Turnpike Co. v. Gay, 50 O. S. 583 (1893). A suspension of the right to take tolls, under §§ 9246 to 9249 is a taking of property. Turnpike Co, v. Waechter, 2C. GC. n. s. 21; 15 C. D. 605 (1903). Before the amendment of § 9249 (April 15, 1904, 97 v. 85) §§ 9246 to 9249 were held unconstitutional on the ground that no provision was made for a jury trial. Turnpike Co. v. Waechter, 2 CG. GC. n. s. 21; 15 C. D. 605 (1903). See Plank Road Co. v. Cotton, 12 O. S. 263 (1861). The franchise of a turnpike company may be forfeited for failure to keep the turnpike in repair. Turnpike Co. v. Waechter, 2 CO. C. n. 8. 21; 15 C. D. 604 (1903). Section 9247. (Damages and forfeiture.) If the keeper of such gate demands and receives toll contrary to the preceding section he shall pay the sum of five dollars to the party injured, to be recovered by action before any justice of the peace having jurisdiction. The company shall be liable to any person injured, for the damages sus- tained by reason of such road or bridge being suffered to remain out of repair by its neglect. The justice shall record the complaint, and the report of the inspectors. (R. S. “Sec. 3484; April 9, 1878, 75 v. 106, §1; March 11, 1867, 64 v. 51, §1; [S. & S. 150, 151, 8. & C. 335].) Cited, Turnpike Co. v. Parks, 50 O. S. 575. Prior to the amendment of § 9249 (97 v. 85) this section was held unconstitutional on the ground that no provision was made for a jury. Turnpike Co. v. Waechter, 2 C. C.n. s. 21; 15 C. D. 605 (1903). Where the toll gate is closed at night, without lights or other warn- ing, the company is liable for injury to a horse caused thereby. Applegate v. Turnpike Co., 13 N. P. n. s. 486 (1912). Section 9248. (Costs.) The inspectors and justice shall be entitled to one dollar per day for their services, which shall be paid by the company, if the complaint be sustained, but if it fails, then by the complainant. To the amount so taxed shall be added the expense of sending such notice to the gatekeepers, which shall be paid as herein provided, and for which the justice shall render judgment against the party liable for its payment. (RK. S: See. 3484; 75 v. 106, §1; 64 v. 51, §1; [S. & S. 150, 151]; [S. & C. 335].) Cited, Turnpike Co. v. Parks, 50 O. 8. 575. Prior to the amendment of § 9249 (97 v. 85) this section was held unconstitutional on the ground that no provision was made for a jury. Turnpike Co. v. Waechter, 2 C. GC. n. s. 21; 15 C. D. 605 (1903). G. C. § 9251 OHIO PRIVATE CORPORATIONS. 1570 Section 9249. (Appeal by company from decision of justice of the peace.) If the sum necessary to make such repairs exceeds twenty dollars, the person or company own- ing the turnpike may appeal the proceeding, from the re- port and judgment as to costs, to the common pleas court of the county, on filing affidavit as to costs of repairs, and giving bond as in other cases of appeal, within ten days after service of a certified copy of the report of the in- spectors. The condition of the appeal bond shall be to abide by and perform the order of the court of common pleas. If either party demands a jury to hear and de- termine the truth of the complaint, the court shall empanel one in the manner provided for empanelling juries in civil causes in such court, to hear and determine the truth of the complaint. If, upon hearing the evidence the jury find the complaint to be true and that the turnpike or portions thereof complained of are out of repair, the court thereupon shall make such order as to repairs as it deems_ just, or order that the collection, of tolls be suspended pending the making and completion of the repairs. (R. 8S. Sec. 3485; April 15, 1904, 97 v. 85; April 9, 1878, 75 v. 106, §1; March 11, 1867, 64 v. 51, §2; 8. & S. 161.) Cited, Turnpike Co. v. Parks, 50 O. 8. 575. Prior to the amendment (April 15, 1904, 97 v. 85) this section was held unconstitutional on the ground that no provision was made for a jury trial. Turnpike Co. v. Waechter, 2 C. C. n. s. 21; 15 C. D. 605 (1903). Section 9250. (Forfeiture for detaining travelers.) If a toll-gatherer on a turnpike or plank-road unreasonably de- tains a passenger after the toll is paid or tendered, or de- mands or receives greater toll than is allowed by law on such road, he shall forfeit and pay a sum not exceeding twenty dollars, to be recovered, with costs of suit before any justice of the peace having jurisdiction thereof, without stay of execution. No suit shall be commenced against a — toll-gatherer for a forfeiture incurred under this section, unless it be within twenty days from the time the penalty was incurred. (R. S. Sec. 3486; May 1, 1852, 50 v. 274 § 39; 8S. & C. 297.) Section 9251. (Fast riding or driving over bridges.) No person shall carry fire across a wooden bridge, on a turn- pike or plank-road, except in a lantern or close vessel, | under a penalty of five dollars; nor shall he ride or drive a horse, or drive a stage coach or other vehicle, over such bride, faster than a walk, under a penalty of two dollars. . - . si ad eee See ees ee ee ee a 1581 TURNPIKE COMPANIES. G. C. § 9285 Section 9281. (Treasurer to hold no other office.) The treasurer of such a company shall hold no other office in the company. When appointed, and before assuming the duties of his office, he shall take an oath of office and give bond, with security to the satisfaction of the board of directors, conditioned for the faithful performance of his duties ac- cording to law. (R. S. Sec. 3513; April 17, 1868, 65 v. 89, §4; 8S. & S. 147.) Section 9282. (Toll-gate keeper agent of company.) The keeper of a gate on a turnpike or plank-road is the agent of the company or person owning the road. A judgment against such gate-keeper for a violation of this chapter, shall be held to be a judgment against the company or per- son owning the road, and execution may issue thereon against the gate-keeper and such company or person. (R. S. Sec. 38514; May 1, 1862, 59 v. 101, §.4; 8. & S. 150.) Section 9283. (How obstructing fences removed.) fives binder Roy Talis onde ceiclans . /Bar jaa) odd vane Maharey 39 sik SB abIAD lahiOkl chidasde Jyishea iBone sey thee BS sia. 6 eet Boral) tien ebduneal ad tad) Boxbinettigad ais ssa alt ths die Anoddnitathartacive.as dics seo P-diseredy. tase Beet ios us| aval felt eh etn net mactilen aeelieix ore lanel a Grted toG MEGEE ist iscsi hier Bi eld hie cle iynasidts clea @ tite ROG eA Sip fh.s do's IE A eed (nays Ak NG AR ES ARUN ED POU tts tales Sige cp P euvecld Fadel (9 WAL CIA A OD RO AEH) Pr ko dens Pix: Meo d bales saris dimersseome IN” « aanel ste eetens OV ae aaeitt dibielalunenntore dy. «CLR tom nia ee DOO eS ae god. alaaind Sui losis Laps. 10. cays sg 4d eee 16. heriag. de $.n. 10). 189yo tess to) Sain aise i. Jes eo'.Gq. Adie Sxual eased, ui. of. ol. Loe Sree debe 01 lili Suovoliol odd uttin. sonwyiosos a$ avnve ee saoke plete oe Bens wqecacere seat. SUR, JOM) Bina 3 AGENTS ARE NOT AUTHORIZED to modify this pol- : icy or to extend the time for paying a premium. : IN WITNESS WHEREOF, The Company has caused this Policy to be executed. this ........ b. odayno£s - scat Sete (April 22,.1908, 99 v. 145, § 2.) Section 9413. (Endowment.) OHIO STANDARD LIFE INSURANCE POLICY. Endowment. 8 O50 2 0) 20. 6.8. 6 6. 8 OO le 6. 0 0). 6. 0 8. O08. OOO ORG. ONE OA ee Me, ee ea ee a Cee Oo oe ee ele OT CES lee) ee ee UW 6 Sens ee ue ee a Oe Oe Se «eu w Marae eee ee elle ee Sen ee oe Ue Oe 2 ee ae es, Ee ee ee ee ee OS ee ROS ee be ee ee ee ee eee eee Of (Name of State) IN CONSIDERATION WORT ime 26 . tue: Geen Dollars, re- ceipt of which is hereby acknowledged, and of the payment of (here insert amounts and times of payments of premiums) Gta. vis ee eer full years’ premiums shall have been paid or until the prior death of the Insured, ; PROMISES to pay at the Home Office of the Company in Views Condnp rads ton a-.a4-iia ho oh offer. cick Se fee MASE AS , State of .........., herein ealled the Insured, On» the: tsps Haw day.rofeok vans aon , 1f the Insured be then living, or upon receipt at said Home Office of due proof. of the prior death of the Insured, to ........ beneficiar ...... with (insert ‘‘out’’ if so desired) right of revocation, ...... Dollars, less any indebtedness hereon to the Company and any unpaid portion of the premium for the then current pol- icy year. CHANGE OF BENEFICIARY.—When the right of revo- eation has been reserved, or in case of the death of any beneficiary under either a revocable or irrevocable designa- tion, the insured, subject to any existing assignment of the - 1669 LIFE INSURANCE COMPANIES. G. C. § 9413 policy,*may designate a new beneficiary with or without re- serving right of revocation by filing written notice thereof at the home office of the company, accompanied by the policy for suitable endorsement thereon. If any beneficiary shall die before the insured and the insured shall not have desig- nated a new beneficiary the interest of such beneficiary shall be payable to the insured, (insert “his’’ or “‘her’’) execu- tors, administrators or assigns. PAYMENT OF PREMIUMS.—The company will accept payment of premiums at other times than as stated above, as follows: Pe ee ee ee Except as herein provided the payment of a premium or installment thereof shall not maintain the policy in force’ beyond the date when the next premium or installment thereof is payable. All premiums are payable in advance at said home office, or to an agent of the company upon delivery of a receipt signed by one or more of the following officers of the com- pany (insert titles of officers who may sign receipts), and countersigned by said agent. A grace of one month subject to an interest charge at the:rate oof evuumai.. per centum per annum, shall be granted for the payment of every premium after the first, during which month the insurance shall continue in force. If the insured shali die during the month of grace the over- due premium will be deducted from any amount payable hereon in any settlement hereunder. CONDITIONS.—(The policy may here provide for re- strictions of liability by reason of travel, occupation, change of residence and suicide. These restrictions except such as refer to military and naval service in time of war, must be appheable only to cases where the act of the insured pro- vided against occurs within two years after the issuance of the policy.) INCONTESTABILITY.—This policy and the application therefor, a copy of which is endorsed hereon, constitute the entire contract between the parties and shall be incontesta- ble from its date, except for non-payment of premiums and except as otherwise provided in this policy. | All statements made by the insured in said application shall, in the absence of fraud, be deemed representations and not warranties. If the age of the insured: has been misstated, the amount payable hereunder shall be such as the premium paid would have purchased at the correct age. G. C. § 9413 OHIO PRIVATE CORPORATIONS. 1670 PARTICIPATION.—This policy shall participate “n the surplus of the company and beginning not later than the end of the (insert first, second or third) policy year the company will annually determine and account for the por- tion of the divisible surplus accruing hereon. DIVIDENDS.—Dividends at the option of the owner of this policy shall on the ........ daytieii,, of} aol of each year (here may be inserted ‘‘after the first policy year’’ or “‘after second policy year’’) be either— (1) Paid in cash, or . (2) Appled toward the payment of any premium or premiums, or (3) Applied to the purchase of paid-up additions to the policy, or (4) Left to accumulate to the credit of the policy with interest at (here insert a rate not exceeding that used by the company in calculating its reserves) per centum per annum and payable at the maturity of the policy, but with- drawable on any anniversary of the policy. Unless the owner of this policy shall elect otherwise with- in three months after the mailing by the company of a writ- ten notice requiring such election, the dividends shall be ap- plied to the purchase of paid-up additions. LOANS.—After three full years’ premiums have been paid, the company at any time, while this policy is in foree, will advance, on proper assignment of the policy and on | the sole security thereof, at'a rate of interest not greater thanyed! Hwa per centum per annum, which interest if not paid annually shall be added to the principal and bear the same rate of interest, a sum equal to, or, at the option of the owner of the policy, less than, the reserve at the end of the current policy year on this policy and on any dividend additions thereto, computed according to the (designate mor- tality table adopted by the company for computing reserves) mortality table and interest at the rate of (designate rate of interest adopted by the company for computing reserves), per centum per annum, less (here may be inserted not more than two and one-half) per centum of the amount insured by this policy and of: any dividend additions thereto. The company, however, will deduct from such loan value any existing indebtedness to the company on this policy and any unpaid balance of the premium for the current policy year, and may collect’ interest in advance on the loan to the end of the current policy year. Such loan may be deferred by the company for not exceeding six months after the applica- tion therefor is made. Failure to repay any such advance — 1671 LIFE INSURANCE COMPANIES. G. C. § 9413 or to pay interest shall not avoid this policy unless the total - indebtedness hereon to the company shall equal or exceed such loan value at the time of such failure and until one ~ month after notice shall have been mailed by the company to the last known address of the insured and of the as- signee, if any. No condition other than as herein provided shall be ex- acted as a prerequisite to any such advance. ASSIGNMENT.—No assignment of this policy shall be binding upon the company until it be filed with the com- pany at its said home office. The company assumes no re- sponsibility as to the validity of any assignment. OPTIONS ON SURRENDER OR LAPSE.—After this policy shall. have been in force three full years the owner, within one month after any default, may elect (a) to accept the value of this policy in cash, or (b) to have the insurance continued in force from date of default, without future par- ticipation and without the right to loans, for its face amount, including any outstanding dividend additions, less any in- debtedness to the company hereon, or (c) to purchase non- participating paid-up insurance, payable at the same time and on the same conditions as this policy. The cash value will be the reserve at the date of default on this policy and on any dividend additions thereto, computed according to the (designate mortality table adopted by the company for computing reserves) mortality table and interest at the rate of (designate rate of interest adopted by the company for computing reserves) per centum per annum less (here may be inserted not more than two and one-half) per centum of the amount insured by this policy and of any dividend addi- tions thereto, and less any existing indebtedness to the com- pany on this policy. Payment of such cash value may be deferred by the company for not exceeding six months after the application therefor is made. The term for which the insurance will be continued or the amount of the paid-up policy will be such as the cash value will purchase as a net single premium at the attained age of the insured according to the (designate the mortality table adopted by thé company for computing reserves) mor- tality table and interest at the rate of (designate rate of Interest adopted by the company for computing reserves) Per centum per annum. If the sum applicable to the pur- chase of temporary insurance shall be more than sufficient _ to continue the insurance to the end of the endowment term Named in this policy, the excess shall be used to purchase in the same manner non-participating paid-up pure endow- lk G. C. § 9413 OHIO PRIVATE CORPORATIONS. 1672 ment, payable at the end of the endowment term and on the same conditions. If the owner shall not, within one month from default, surrender this policy to the company at its home office for a cash surrender value or for paid-up insurance as provided in option (a) and (c) the insurance will be continued as provided in option (b). The figures in the following table are computed in ae- cordance with the above provisions and upon the assumption that there is no indebtedness on the policy, and that there are no. outstanding dividend additions. (At the option of the company the following may be here inserted : ‘“The figures apply to a policy for $1,000. As this con- tract is for $...... the loan, cash, paid-up insurance or pure endowment available in any year will be ........ the amount stated in the table for that year.’’) At Cash Paid-Up Continued Insurance. end or Endow- Pure of | Loan ment in- Endow- Year.: Value. surance. Years. Months. Days. ment. Ord Sieh eke CRP AERA CSE ok SBR SNS RE > tes PS ey, $ en ae A ES Ney ete SB af Based in Pk opel eae eg akg tee $i... Dis idee See Fake Gay Ol rete aus tee, Seeemer eee $ SER eth ie B iG te aly oe eee a Ue Sere $ { ina Vie ares BO iy at Ma Aaa hee ee Yee $.... os MEL eRe So fice kin he clk cha akedt eta s Vente ee $. oa Ou: Ba ale biet. : Re an Le SRAM URLS OTE LUE $e. nn SLO TAS Se ast Ae Beis id piers CUrth stoke ta tebe eee $ oo. se EA eA Gn ePiaye Bie atlanta abeatcita : Berets eee saree $.... Ly oe eek ie Bidet et PAs Re ee Le wna $. 2... an LOTSA LEAT Bie ITER RE TA ay iad ee $e ARES Padi tec Bits o nt ay De Ae ee Pee $e dts sav ok $c Weta s fale ce eb oa tn ele ee $. 0... a oes. tity. Do sceudbare Ate it he ce a ta ee $.... Tt Bi ete che Bed sth) sie k fede ete ecu Renae $.... HO eo eek PS Me DSP ee aN% ne oOES $.. ... a LD sade, sees Bh tras Rule “Upshaliciaet ea eens tae $.. . cee 72 ART ae a ae, s Sdighs SIG Suk AEE n, Reg eRe $. a Figures for later years will be furnished upon. request. REINSTATEMENT.—In ease of continued temporary 1- surance under the above provisions, this policy, upon evi yo \ 1673 LIFE INSURANCE COMPANIES. G. C. § 9413 dence of insurability satisfactory to the company, may be reinstated within the first three years of the term for which the insurance is continued by payment of arrears of premi- ums with interest at (here insert not greater than six) per centum per annum. OPTIONS AT MATURITY.—The insured, by written notice to the company at its home office, and with written consent of the assignee and irrevocable beneficiary, if any, may elect to have the net sum payable under this policy _ paid either in cash or as follows: (1) By the payment of interest thereon at ........ per centum per annum payable annually, to the payee under this policy at the end of each year during the life of the payee and by the payment upon the death of the payee of the said net sum and accrued interest to the executors, administra- tors or assigns of the payee, unless otherwise directed in said notice. (2) By the payment of equal annual installments for a ‘Specified number of years, the first installment being paya- ble immediately, in accordance with the following table for each $1,000 of said net sum. (3) By the payment of equal installments payable at the beginning of each year for a fixed period of twenty years and for so many years longer as the payee shall survive in accordance with the following table for each $1,000 of said net sum. Installments payable under options (2) or (3) which shall not have been paid prior to the death of the payee shall be paid, unless otherwise directed in said notice, to the execu- tors, administrators or assigns of the payee. If the insured shall not have directed otherwise the bene- ficiary may, after the death of the insured, by like written notice, and with the written consent of the assignee, if any, Select either of the above options. Unless otherwise specified by the insured the payee may On any interest date receive the amount yet due under op- tion (1), and may at any time receive the commuted value of payments yet to be made, computed upon the same basis 48 option (2) in the following table, provided that no such | commutation will be made under (3), except after the death of the payee occurring within the aforesaid twenty years. G. C. § 9414 OHIO PRIVATE CORPORATIONS. 1674 ‘ TABLE OF INSTALLMENTS FOR EACH $1,000. Option (2) Option (3) Age of Payee Number of Amount of when Policy Amount of Annual Each becomes Each Installments. Installment. payable. Installment. EE EE OS END TS OO > iT SV ER “OF. 308 sed uke hana iis si o 5 Qsenlida Rote She ena ae eee eee Tabac. Bos Lees tant aieet ot Teen ate me RSAC 7 ii Dy - nits a been Slane hat atl Snes, kee eee ey Nel ada Bs - 5.41ch “evwhiby Gh est oka ein ae a arate Gane BIRR een rit Pence Fo By pe gen as Bs nity Sag hay Sbbpace adie Aan clark eae ro ru: Topsy lee Bake viene wach hin gaits alates tee eee Rg ee PRET RARER Fear SE re Tee names te eee Bie tail as oo, MORNE delgcbie, oe ee cet aC Bray ETO aay cus cct eae ketene abe cteetrt Beireriteninncinietnis rai ee Rapp erate op Bs siya guys Bagel i diate wrath a cance 1 ae ae ee erste ates Dee teach Came n kaon aia og cee aoe ME AA RRM De eee et ry tn he tie tn olathe aes et oer a as ASR gihep obtaveaTise Scie elena ee ay a a Eran PP enaen ramwricwne hin nel Si WE ED Cea BP uw i inalees Siig ae opie en re $d ¥a “Wawa “oka he Agee ios ada mht Anee Seas Sisnie cine ht baveadh asaetorie sean ape ed eth Dati “ch tty ade Rae ah” eae ee AGENTS ARE NOT AUTHORIZED to modify this pol icy or to extend the time for paying a premium. “i IN WITNESS WHEREOF, The Company has caused this Policy to be executed this .......... day voli ito. eawkalea : (April 22, 1908, 99 v. 150, § 2.) . i) Section 9414, (‘‘Ordinary’’ or ‘‘limited payment’’ life fixed survivorship annuity.): 8 OHIO STANDARD LIFE INSURANCE POLICY. ee (Insert ‘‘Ordinary”’ or ‘‘Limited Payment’’ Life Fixed - : Survivorship Annuity.) Age. No Sees oe PMR SS 8 (OO O.8 8 OC 88 O18 8 Awe © 8. qm mw ere me © a nelle em cal eeeR ane career tre ne of hes er ee ee a er Oe Teer eerie wee wih Of (Name of State) a 1675 LIFE INSURANCE COMPANIES. G. C. § 9414 IN CONSIDERATION OF ............ Dollars, receipt of which is hereby acknowledged, and of the payment of (here insert amounts and times of payments of premiums) until (insert ‘‘the death of the insured’? in ordinary life, and BMPR see! sk. sale full years’ premiums shall have been paid or until the prior death of the insured’ in limited payment lite), see ee woe being payable immediately upon receipt of due proof of the death of the Insured, any indebtedness to the Company on this Policy together with the balance, if any, of the then current year’s Premium being deducted from the amounts first payable under this contract. Should the Beneficiary live to receive the Twenty Install- ments payable to (insert ‘‘him’’ or ‘“‘her’’) as above pro- ‘vided, the Company will pay (insert ‘“‘him’’ or ‘‘her’’) an- nually during the remainder of (insert ‘‘his’’ or her’’) life fhe sum of $..2500.%. beginning one year after the date on the Twentieth Installment payable hereunder shall fall due. CHANGE OF BENEFICIARY.—When the right of revo- cation has been reserved, or in case of the death of any bene- ficiary under either a revocable or irrevocable designation, the insured, subject to any existing assignment of the policy, May designate a new beneficiary with or without reserving right of revocation by filing written notice thereof at the home office of the company, accompanied by the policy for Suitable endorsement thereon. If any beneficiary shall die before the insured and the insured shall not have designated @ new beneficiary the interest of such beneficiary shall be Payable to the insured, (insert ‘‘his’’ or ‘‘her’’) executors, Administrators or assigns. If a new beneficiary shall be des- ignated only twenty annual installments will be payable Under this policy, and future (if necessary, insert ‘‘semi’’ or “‘quarter’’) annual premiums will be reduced to ........ ollars each. PAYMENT OF PREMIUMS.—The company will accept Payment of premiums at other times than as stated above, as follows: eoeee NE DITIS TOY 0 Pal ialtaltelse're LaidatertieBalhe’ Me Ea ysl oc cio lero ta: 06g eeb ale She cele nS Gieledele oe ee ewe eee MRD tee pte didie wich ieiih a tefekt. else bls Glee Dec wle gn eatelede aca G. C. § 9414 OHIO PRIVATE CORPORATIONS. 1676 Upon return of this policy to the company accompanied by evidence satisfactory to the company of the death of the beneficiary the company will reduce the future (here insert ‘‘annual,’’ ‘‘semi-annual’’ or ‘‘quarterly’’) premiums to 1. HiBU . 95 each. Except as herein provided the payment of a premium or installment thereof shall not maintain the policy in force beyond the date when the next premium or installment thereof is payable. All premiums are payable in advance at said home office, or to an agent of the company upon delivery of a receipt signed by one or more of the following officers of the com- pany (insert titles of officers who may sign receipts), and - countersigned by said agent. A grace of one month subject to an interest charge at the rate ofinio.) .o6t 20 per centum per annum shall be granted for the payment of every premium after the first, during which month the insurance shall continue in force. If the insured shall die during the month of grace the overdue — premium will be deducted from any amount payable hereon — in any settlement hereunder. CONDITIONS.—(The policy may here provide for re- strictions of liability by reason of travel, occupation, change of residence and suicide: These restrictions except such as refer to military and naval service in time of war, must be applicable only to eases where the act of the insured pro- vided against occurs within two years after the issuance of the policy.) INCONTESTABILITY.—This policy and the application therefor, a copy of which is endorsed hereon, constitute the entire contract between the parties and shall be incontest- able from its date, except for non-payment of premiums and except as otherwise provided in this policy. All statements made by the insured in said application shall, in the absence of fraud, be deemed representations and not warranties. If the age of the insured has been misstated, or if the age of the beneficiary has been misstated, the amount payable hereunder shall be such as the premium paid would have purchased at the correct age. | PARTICIPATION.—This policy shall participate in the surplus of the company and beginning not later than the end of the (insert first, second or third) policy year the company will annually determine and account for the portion of the divisible surplus accruing hereon. DIVIDENDS.—Dividends at the option of the owner of this policy will on the ........ dey Die ce eee of. each 1677 LIFE INSURANCE COMPANIES. G.C. § 9414 year (here may be inserted ‘‘after the first policy year’’ or ‘after second policy year’’) be either— ‘ (1) Paid in eash, or (2) Applied toward the payment of any premium or premiums, or (3) Applied to the purchase of paid up additions to the policy, payable in twenty annual installments at the same times as the original amount insured under this policy is payable. The payment of such twenty installments shall discharge the company from all liability on account of such dividend additions; or (4) Left to accumulate to the credit of the policy with interest at (here insert a rate not exceeding that used by the company in calculating its reserves) per centum per an- num and payable at the maturity of the policy, but with- drawable on any anniversary of the policy. Unless the owner of this policy shall elect otherwise with- in three months after the mailing by the company of a writ- ten notice requiring such election, the dividends shall be apphed to the purchase of paid up additions. LOANS.—After three full years’ premiums have been paid, the company at any time, while this policy is in force, will advance, on the proper assignment of the policy and on the sole security thereof, at a rate of interest not greater Been is texted. per centum per annum, which interest if not paid annually shall be added to the principal and bear the same rate of interest, a sum equal to, or, at the option of the owner of the policy, less than, the reserve at the end of the current policy year required to provide for the twenty installments payable under this policy and for any dividend additions thereto, and no more, computed according to the (designate mortality table adopted by the company for com- puting reserves) mortality table and interest at the rate of (designate rate of interest adopted by the company for com- puting reserves) per centum per annum, less (here may be inserted not more than two and one-half) per centum of the amount insured by this policy and of any dividend additions thereto. The company, however, will deduct from such loan value any existing indebtedness to the company on the policy and any unpaid balance of the premium for the current policy year, and may collect interest in advance on the loan to the end of the current policy year. Such loan may be deferred by the company for not exceeding six months after the application therefor is made. Failure to repay any such advance or to pay interest shall not avoid this policy unless the total indebtedness hereon to the company shall equal or exceed such loan value at the time of such failure and until G. C. § 9414 OHIO PRIVATE CORPORATIONS. 1678 one month after notice shall have been mailed by the com- pany to the last known address of the insured and of the assignee, if any. No condition other than as herein pro- vided shall be exacted as a prerequisite to any such advance. ASSIGNMENT.—No assignment of this policy shall be binding upon the company until it be filed with the company at its said home office. The company assumes no responsi- bility as to the validity of any assignment. OPTIONS ON SURRENDER OR LAPSE.—After this policy shall have been in force three full years the owner, within one month after any default may elect (a) To accept the value of this policy in cash, or (b) To have the insurance continued in force from date of default without future participation and without the right to loans, for its face amount, including any outstanding dividend additions, less any indebtedness to the company hereon, or (c) To purchase non-participating paid-up insurance, payable, except as hereinafter provided, at the same times and on the same conditions as this policy. The cash value © will be the reserve at the date of default required to pro- vide for the twenty installments payable under this policy and for any dividend additions thereto, computed according to the (designate mortality table adopted by the company for computing reserves) mortality table and interest at the rate of (designate rate of interest adopted by the company for computing reserves) per centum per annum, less (here may be inserted not more than two and one-half) per centum of the amount insured by this policy and of any dividend additions thereto, and less any existing indebtedness to the company on this policy. Payment of such cash value may be deferred by the company for not exceeding six months after the application therefor is made. The term for which the insurance will be continued or the amount of the paid- up policy will be such as the cash value will purchase as a net single premium at the attained age of the insured ac- cording to the (designate the mortality table adopted by the company for computing reserves) mortality table and interest at the rate of (designate rate of interest adopted by the company for computing reserves) per centum per annum. If the owner shall not within one month from de- fault surrender this policy to the company at its home office for a cash surrender value or paid-up insurance as provided in option (a) and (¢) the insurance will be continued as provided in option (b). The paid-up or continued temporary insurance will be payable in twénty equal installments and ? é 1679 LIFE INSURANCE COMPANIES. G. C. § 9414 the payment of twenty installments under either option shall _ discharge the company from all liability under this policy. The figures in the following table are computed in ac- cordance with the above provisions and upon the assumption that there is no indebtedness on the policy, and that there are no outstanding dividend additions. - (At the option of the company the following may be here inserted. ‘‘The figures apply to a policy for $1,000. As this con- Bract: is LorsBersis Aw cvvikes the loan, cash, or paid-up insurance available in any year will be .......... the amount stated in the table for that year.’’) At Cash or Paid-Up Continued Insurance. end of Loan Life Year. Value. Insurance. Years. Months. Days. ak WA Reais Ee SP aN RR geome arian AEE 5:8 TS Sagan eG ae ~ POR St apie agent aie i Bh le gi SS EP ee 1 AD Rate: ocala aaa atenagt ac arti Panel I nor Be eects fuck cae OD EOS: aE ENA NPIS ma ane oh ey NS Scares ee a Soo RL at ie nn ae Lata Ard a hs de sty dav on ER teh cole rane otc aon et ete ME as a ES aces 2's « “STE AU ee 2 IRS eee eg a Salar as Bn sists ore re RPT eA ee pwns ae ok Teas or, oe ARRAN os a le ee er ih Se Pada ating dye igk > a Se Ng er ee ea ee Peas | Sate 2 iar sone gail ene iinet, spp peiranteets de 0. MDE 2 cece «6 bat a; ned Lo SS. ra mCi er anita spies Om eed Sy NE pier arn ameinp el (ak SPF se anita tem 5 ee 7 o- BEI Dic os 3's ‘a, ck Gre CPUS een ana em ae tppaals ort el Unreit cr ts 8 uaa SET RRR a SEMI inn car ene sh aa ee es. "hipee ae ea aa Pade tea nee Ca miata nel Pome Ot SG eaten SEG 2 tele eG AM A OPN RE ORE RT malt BS is ys a, SO, oR SRR PS sit pein ir iy geal ad Figures for later years will be furnished upon request. REINSTATEMENT.—In case of continued temporary in- “Suranee under the above provisions, this policy, upon evi- dence of insurability satisfactory to the company, may be _Teinstated within the first three years of the term for which the insurance is continued by payment of arrears of premi- ums with interest at (here insert not greater than six) per centum per annum. meee een WEA to rete d Toh eN wl leva tetahe ide drove olahaletotel pip io 6c4tale idle) pislerielele eels dle ¢ eet e eRe) ST Shae mAe Gale) sratehbheotelel ole tel 4let 0 sid 8 b 0 Wlalee elelé wwise miele os .celsie G. C. § 9415 OHIO PRIVATE CORPORATIONS. 1680 AGENTS ARE NOT AUTHORIZED to modify this pol- icy or to extend the time for paying a premiurn. IN WITNESS WHEREOF, The Company has caused this policy to be executed this ............ dayof« iw seoaabag (April 22, 1908, 99 v. 155, § 2.) Section 9415. (Endowment fixed survivorship annuity.) OHIO STANDARD LIFE INSURANCE POLICY. Endowment Fixed Survivorship Annuity. Age Axe}. 28) BEY. ©..2, © © 2.8 6 © 6 0 0:18 6 8 60 6 0 © 2 0 6 6 ee 6 e's 6 tt 8 6 ee 8 6 oe oO 6 « Oe & w 8 @ ee ee See 6 © 8 © 0:0 0a) 8 a0 8 9 ¢ 6.0.08 ¢ 8 6 86 © eC Ce 6 Be ae wu 6 ee 6 Se S86 Chee SS we 66s a eee ©. ‘e018 © OC 1ere 6 0 e 68 eo eet 8 ee ae 6 8 Ore ee eC 6 Ere tee 6 W Ue ele « Se Se & Oe) eT eee ee ee Of (Name of State) IN CONSIDERATION (O Alnincteas. wae Dollars, receipt of which is hereby acknowledged, and of the pay- ment of (here insert amounts and times of payments of prémitums) aihiths. i653 full years’ premiums shall have been paid or until the prior death of the Insured, PROMISES to pay at its home office in .............. Dollars in twenty equal annual installments of $.......... to the insured, the first installment to be payable on the a eeaetar eee te day of .::::...° mineteen “hundred “and :+.....09 If the insured shall die before receiving all the twenty in- stallments herein provided for, the remainder of such twenty installments shall be payable as they fall due to .......... (herein called the beneficiary), (insert ‘‘his’’? or ‘‘her’’) executors, administrators or assigns, with (insert ‘‘out’’ if so desired) right of revocation, if (insert ‘“‘he’’ or ‘‘she’’) survives the insured, otherwise to the executors, “at trators or assigns of the insured. Should the insured die before (insert date of maturity), this policy shall be payable to the beneficiary, (insert ‘*his”’ or ‘‘her’’) executors, administrators or assigns, if (insert ‘‘he’’ or ‘‘she’’) survives the insured, otherwise to the ex- ecutors, administrators or assigns of the insured, the first installment being payable immediately upon receipt of due proof of the death of the insured. Any indebtedness to the company on this policy, together with the balance, if any, of the then current year’s premium, will be deducted from the amounts first payable under this contract. Should the insured or beneficiary live to receive the twenty installments payable as above provided, the com- pany, beginning one year after the date when the twentieth ~ 1681 LIFE INSURANCE COMPANIES. G.C. § 9415 ‘installment payable hereunder shall fall due, will pay the Meamsf0t Biiasisan annually to the insured, or, in the event of the death of the insured, to the beneficiary, the said annual payment to be due and payable so long as either the insured or beneficiary. is living. CHANGE OF BENEFICIARY.—When the right of revo- cation has been reserved, or in case of the death of any bene- ficiary under either a revocable or irrevocable designation, the insured, subject to any existing assignment of the policy, may designate a new beneficiary with or without reserving right of revocation by filing written notice thereof at the home office of the company, accompanied by the policy for suitable endorsement thereon. If any beneficiary shall die before the insured and the insured shall not have designated a new beneficiary the interest of such beneficiary shall be payable to the insured, (insert ‘‘his’’ or ‘“‘her’’) executors, administrators or assigns. If a new beneficiary shall be des- ignated only twenty annual installments will be payable under this policy, and future (if necessary, insert ‘‘semi’’ or “‘quarter’’) annual premiums will be reduced to ........ dollars each. PAYMENT OF PREMIUMS.—The company will accept payment of premiums at other times than as stated above, as follows: BEES es S72 en en Snare enene chSle etells oy re vaso so ie ce sexe eretene of li ate Seine £ OeHtt, Sit See ts P08, SREP IS GEOL Clete ‘ablel's, 0.8. sdehv deo ote die lv etbld. « ico HP endte eth alate ® . Sek e Upon return of this policy to the company accompanied by evidence satisfactory to the company of the death of the beneficiary the company will reduce the future (here insert “annual,’’ ‘‘semi-annual’’ or ‘‘quarterly’’) premiums to ee each. Except as herein provided the payment of a premium or installment thereof shall not maintain the policy in force beyond the date when the next premium or installment thereof is payable. _ All premiums are payable in advance at said home office, or to an agent of the company upon delivery of a receipt Signed by one or more of the following officers of the com- Pany (insert titles of officers who may sign receipts), and Countersigned by said agent. grace of one month subject to an interest charge at the mere’ Of eyo. dys per centum per annum shall be granted for the payment of every premium after the first, during Which month the insurance shall continue in force. If the msured shall die during the month of grace the overdue Premium will be deducted from any amount payable hereon m any settlement hereunder. G. C. § 9415 © OHIO PRIVATE CORPORATIONS. 1682 CONDITIONS.—(The policy may here provide for re- strictions of lability by reason of travel, occupation, change of residence and suicide. These restrictions except such as refer to military and naval service in time of war, must be applicable only to cases where the act of the insured pro- vided against occurs within two years after the issuance of the policy.) INCONTESTABILITY.—This policy and the application therefor, a copy of which is endorsed hereon, constitute the entire contract between the parties and shall. be incontest- able from its date, except for non-payment of premiums and except as otherwise provided in this policy. All statements made by the insured in said application shall, in the absence of fraud, be deemed representations and not warranties. If the age of the insured has been misstated, or if the age of the beneficiary has been misstated, the amount payable hereunder shall be such as the premium paid would have purchased at the correct age. PARTICIPATION.—This policy shall participate in the surplus of the company and beginning not later than the end of the (insert first, second or third) policy year the company will annually determine and account for the portion of the divisible surplus accruing hereon. a DIVIDENDS.—Dividends at the option of the owner of this policy shall on the ......... day. .0f Pav ais.. of' each year (here may be inserted ‘‘after the first policy year’’ or ‘“‘after second policy year’’) be either— (1) Paid in cash, or (2) Applied toward the payment of any premium or premiums, or (3) Applied to the purchase of paid up additions to the policy, payable in twenty annual installments at the same times as the original amount insured under this policy is payable. The payment of such twenty installments shall discharge the company from all liability on account of such dividend additions; or (4) Left to accumulate to the credit of the policy with interest at (here insert a rate not exceeding that used by the company in calculating its reserves) per centum per al- num and payable at the maturity of the pelicy, but with- drawable on any anniversary of the policy. Unless the owner of this policy shall elect otherwise with- in three months after the mailing by the company of a writ- ten notice requiring such election, the dividend shall be applied to the purchase of paid up additions. LOANS.—After three full years’ premiums have been paid, the company at any time, while this policy is in foree, ta ¢ - : 1683 LIFE INSURANCE COMPANIES, G. C. § 9415 will advance, on proper assignment of the policy and on _the sole security thereof, at a rate of interest not greater Bans. jee iatiti.. per centum per annum, which interest if not paid annually shall be added to the principal and bear the same rate of interest, a sum equal to, or, at the option of the owner of the policy, less than, the reserve at the end of the current policy year required to provide for the twenty installments payable under this policy and for any dividend . additions thereto, and no more, computed according to the (designate mortality table adopted by the company for com- puting reserves) mortality table and interest at the rate of (designate rate of interest adopted by the company for com- puting reserves) per centum per annum, less (here may be inserted not more than two and one-half) per centum of the amount insured by this policy and of any dividend additions thereto. The company, however, will deduct, from such loan value any existing indebtedness to the company on the policy and any unpaid balance of the premium for the current policy year, and may collect interest in advance on the loan to the end of the current policy year. Such loan may be deferred by the company for not exceeding six months after the application therefor is made. Failure to repay any such advance or to pay interest shall not avoid this policy unless the total indebtedness hereon to the company shall equal or exceed such loan value at the time of such failure and until one month after notice shall have been mailed by the com- pany to the last known address of the insured and of the assignee, if any. No condition other than as herein pro- vided shall be exacted as a prerequisite to any such advance. __ ASSIGNMENT.—No assignment of this policy shall be binding upon the company until it be filed with the company at its said home office. The company assumes no responsi- bility as to the validity of any assignment. | OPTIONS ON SURRENDER OR LAPSE.—After ‘this Policy shall have been in force three full years the owner, within one month after any default, may elect (a) To accept the value of this policy in eash, or _(b) To have the insurance continued in force from date of default, without future participation and without the right to loans, for its face amount, including any outstanding dividend additions, less any indebtedness to the company hereon, or | (ce) To purchase non-participating paid-up insurance, Payable; except as hereinafter provided, at the same times 8nd on the same conditions as this policy. The cash value Will be the reserve at the date of default required to pro- Vide for the twenty installments payable under this policy : G. C. § 9415 OHIO PRIVATE CORPORATIONS. 1684 and for any dividend additions thereto; computed according to the (designate mortality table adopted by the company for computing reserves) mortality table and interest at the rate of (designate rate of interest adopted by the company for computing reserves) per centum per annum, less (here may be inserted not more than two and one-half) per centum of the amount insured by this policy and of any dividend additions thereto, and less any existing indebtedness to the company on this policy. Payment of such cash value may be deferred by the company for not exceeding six months after the application therefor is made. The term for which the insurance will be continued or the amount of the paid- up policy will be such as the cash value will purchase as a net single premium at the attained age of the insured ae- cording to the (designate the mortality table adopted by the company for computing reserves) mortality table and interest at the rate of (designate rate of interest adopted by the company for computing reserves) per centum per annum. If the sum applicable to the purchase of temporary insurance shall be more than sufficient to continue the insur-— ance to the end of the endowment term named in this policy, the excess shall be used to purchase in the same manner non- participating, paid-up pure endowment, payable at the end of the endowment term and on the same conditions. If the owner shall not within one month from default surrender this policy to the company at its home office for a cash sur- render value or for paid-up insurance as provided in op- tions (a) and (c) the insurance will be continued as pro- vided in option (b). The paid-up or continued temporary and pure endowment insurance will be payable in twenty equal annual installments and the payment of twenty install ments under either option shall discharge the compa from all liability under this policy. The figures in the following table are computed in ac- cordance with the above provisions and upon the assumption that there is no indebtedness on the policy, and that theme are not outstanding dividend additions. | (At the option of the company the following may be here inserted: ‘“‘The figures apply to a policy for $1,000. As this com } tracts? for $a). seen the loan, cash, paid-up insurance OF | pure endowment available in any year will be ........ the | amount stated in the table for that year.’’) | 1685 LIFE INSURANCE COMPANIES. G. C. § 9415 At Cash Paid-Up Continued Insurance. end or Endow- Pure of Loan ment in- Endow- Year. Value, surance. Years. Months. Days. ment. . SRS Sui ee en. GA NS Aah oad as Petre ee Peet at, Iter Chee x ae ep ik > hick RCPS Aiea aa ta Paras (ee Pee crete On BRR ene Lila gestae ot See Sona AN VP RE cae a Sear te 0 re 1 oe aa ig ONS a ge ta Ia aE Be Ce 9 ae oer icy Pe acd ae teal Soe Set LN SD stots ote al aA yO Ree A oy SIR ean hoe aheaatoge ta ater. ks laa Se Ne i ee ee Dew ree git pean ogee ok bea Sy Spee Re aie a ae Neer 6 a DE ne OO RE Ea: ers erce + ous ae Deiat MTT ee oe eee Le : Sea mato... ie ar GN AES Ae ts SAR eee Mes. et Geer eager ate Peotanis Aeter tee eyes OR CBE Niedtlae eg SAAR aa ES Se eee Bee. ys oe 5 hy ae rela SRN a cd Ea SRS Rae eae. See et ne oe te Seas eat ee Reese te ade 8 35 Sp ada aS i bpp aegoeter Figures for later years will be furnished upon request. REINSTATEMENT.—In case of continued temporary in- “Suranee under the above provisions, this policy, upon evi- dence of insurability satisfactory to the company, may be reinstated within the first three years of the term for which the insurance is continued by payment of arrears of premi- ums with interest at (here insert not greater than six) per centum per annum. sen CE LITETS Te mrp athens lovin se-eee! Station ott ee ee oe Re ite hye! ara a Peo saree ie Tee Be te AGENTS ARE NOT AUTHORIZED to modify this pol- ley or to extend the time for paying a premium. Policy to be executed this .......... (aE: ane 15 i AR gle ge § G. C. § 9416 OHIO PRIVATE CORPORATIONS. 1686 Section 9416. (Term.) OHIO STANDARD LIFE INSURANCE POLICY. Term. ceooeeereee eer eee eee ee ewer eee eee erer ee eeeeeee eee eeeeeeee ee eee ee eevee sceevsiwoleecevoeees ee eeoree eee epeeenaee meee e sa ate see OS 6 8 8 6 8 Oe © HR Ce ee Of (Name of State) IN) : CONSIDERATION) (OBE oot .D Boa os Dollars, receipt of which is hereby acknowledged, and of the pay- ment of (here insert amounts and times of payments of pre- nanihs) Stil sis. { eletian. full years’ premiums shall have been paid or until the prior death of the Insured, PROMISES to pay upon receipt at the home office of the — Com parny dink aaah... 20F sek of due proof of the death of Rive ye \> Agta of wus Ah Joab’ Comity por geass in Iai eee Shaher oii uh , herein called the Insured, within ........ years from the date hereof, .......... Dollars, less any in- debtedness hereon to the Company and any unpaid portion of the premium for the then current policy year, at said home office, to ’....:..... beheficiax “Js wie en’ with (insert ‘‘out’’ if so desired) right of revocation. | CHANGE OF BENEFICIARY.—When the right of revo- — cation has been reserved, or in case of the death of any bene- ficiary under either a revocable or irrevocable designation, — the insured, subject to any existing assignment of the policy, — may designate a new beneficiary with or without reserving right of revocation by filing written notice thereof at the home office of the company, accompanied by the policy for suitable endorsement thereon. If any beneficiary shall die ~ before the insured and the insured shall not have designated | a new beneficiary the interest of such beneficiary shall be payable to the insured, (insert ‘‘his’’ or ‘‘her’’) executors, administrators or assigns. PAYMENT OF PREMIUMS.—The company will accept payment of premiums at other times than as stated above, as follows: yee CO 00 0 0-8 © 6 Oe e 0 we OL ee 0 ee oe Oo i Oho ig w 6 0. 0) 6 ere ae © Be whe, Sipe © hd) ee moe eoee were eee eer e eee eee eee sees eee revere eee ewesseeoee see 6 S SRE Except as herein provided the payment of a premium or installment thereof shall not maintain the policy in foree beyond the date when the next premium or installment thereof is payable. All premiums are payable in advance at said home office, — 1687 LIFE INSURANCE COMPANIES. G. C. § 9416 or to an agent of the company upon delivery of a receipt signed by one or more of the following officers of the com- pany (insert titles of officers who may sign receipts), and countersigned by said agent. . A grace of one month subject to an interest charge at mie rate of 2.2.0... per centum per annum shall be granted for the payment of every premium after the first, during which month the insurance shall continue in force. If the insured shall die during the month of grace the overdue premium will be deducted from any amount payable hereon in any settlement hereunder. CONDITIONS.—(The policy may here provide for re- strictions of liability by reason of travel, occupation, change of residence and suicide. These restrictions except such as refer to military and naval service in time of war, must be applicable only to cases where the act of the insured pro- vided against occurs within two years after the issuance of the policy.) INCONTESTABILITY.—This policy and the application therefor, a copy of which is endorsed hereon, constitute the entire contract between the parties and shall be incontest- able from its date, except for non-payment of premiums and except as otherwise provided in this policy. All statements made by the insured in said application shall, in the ab- Sence of fraud, be deemed representations and not war- ranties. If the age of the insured has been misstated, the amount Payable hereunder shall be such as the premium paid would have purchased at the correct age. PARTICIPATION.—This policy shall participate in the Surplus of the company and beginning not later than the end of the (insert first, second of third) policy year the this policy shall on the ........... aw, OL s ex. cera of each year (here may be inserted ‘‘after the first policy year’’ or “after second policy year’’) be either— (1) Paid in eash, or _ (2) Applied toward the payment of any premium or premiums, or __(The policy, at the option of the company, may here pro- “ide for a further option as follows) : , (8) Left to aceumulate to the credit of the policy with ‘Mterest at (here insert a rate not exceeding that used by the company in calculating its reserves) per centum per annum ‘and payable at the maturity of the policy, or at the expira- G. C. § 9416 OHIO PRIVATE CORPORATIONS: 1688 tion of the term, but withdrawable on any anniversary of the policy. Unless the owner of this policy shall elect otherwise within three months after the mailing by the company of a written notice requiring such election, the dividends shall be applied to the payment of premiums. ASSIGNMENT.—No assignment of this policy shall be © binding upon the company until it be filed with the com- pany at its said home office. The company assumes no re- sponsibility as to the validity of any assignment. (If the term of the policy is for more than twenty years, the company shall provide for continuance of insurance on surrender or lapse in the following form) : CONTINUANCE OF INSURANCE ON. LAPSE.—In event of default in premium payments after this policy shall have been in force three full years, the reserve hereon ac- cording to the (designate mortality table adopted by the company for computing reserves) mortality table and in- terest at the rate of (designate rate of interest adopted by the company for computing reserves) per centum per annum, less (here may be inserted not more than two and one-half) per centum of the amount insured by this policy will be applied to the purchase of non-participating con- tinued temporary insurance for the face amount of this policy at net single premium rates at the attained age of - the insured according to the same table of mortality and rate of interest. TABLE OF CONTINUED INSURANCE. At end : Continued Insurance. a of year. Years. Months. Days. > 5 cece vevreeoeweee © + Ce wee ee eb evwwtee = §«jti ee 0 0 0 0 6 « @ Nim wee es te ee ete o 4) fe ee 0 & ote @ ef eiee) §* | £6 & © 1c) oe 0 Ce eee wer ete ee eee | diere de 6 ofa teteim el SENT ocdte « lage: one ete ete a ee ee etele 5) ow the ow we bowie wie o 1) ih ilee Jane ©) 0] Seen eeececvee 6 6S 1enem ee se e eve) @ ema e 6 6 4 | (elle (6 ie oe sene ue 1s) Whee . ee eee e656 ee ee Fh 8g bre 96 0 bh aue een) + Y UshG.\e 6) 0 16 te Cee : 1689 LIFE INSURANCE COMPANIES. G. C. § 9416 Figures for later years will be furnished upon request. (If the term policy is for more than twenty years, the company shall provide for reinstatement in the following form) : REINSTATEMENT.—Upon evidence of insurability sat- isfactory to the company this policy may be reinstated with- in the first three years of the term for which the insurance is continued by payment of arrears of premiums with in- terest at (here insert not greater than six) per centum per annum. OPTIONS AT MATURITY.—The insured, by written ‘Notice to the company at its home office, and with written consent of the assignee and irrevocable beneficiary, if any; may elect to have the net sum payable under this policy paid either in cash or as follows: (1) By the payment of interest thereon at .......... * per centum per annum payable annually, to the payee under this policy at the end of each year during the life of the Payee and by the payment upon the death of the payee of the said net sum and accrued interest to the executors, ad- Ministrators or assigns of the payee, unless otherwise di- rected in said notice. ! (2) By the payment of equal annual installments for a Specified number of years, the first installment being payable immediately, in accordance with the following table for each $1,000 of said net sum. (3) By the payment of equal annual installments pay- able at the beginning of each year for a fixed period: of twenty years and for so many years longer as the payee Shall survive in accordance with the following table for each $1,000 of said net sum. Installments payable under options (2) or (8) which shall ‘Rot have been paid prior to the death of the payee shall be | unless otherwise directed in said notice, to the execu- tors, administrators or assigns of the payee. of the insured shall not have directed otherwise the bene- ficiary may, after the death of the insured, by like written hotice, and with the written consent of the assignee, if any, Select cither of the above options. G. C. § 9416 ono PRIVATE CORPORATIONS. 1690 Unless otherwise specified by the insured the payee may on any interest date receive the amount yet due under op- as option (2) in the following table, provided that no such commutation will be made under (3), except after the death of the payee occurring within the aforesaid twenty years. TABLE OF INSTALLMENTS FOR EACH $1,000. Option (2) Option (3) — Se Ntmber of Amount of Age Joh beter Amount of Annual In- Each In- ey7% Each In- stallments. stallment. pear stallment. Be Ilmidn nan RO “a biett afdavaot sina) ae AGENTS ARE NOT AUTHORIZED to modify this policy or to extend the time for paying a premium. . ‘% 5) 1691 LIFE INSURANCE COMPANIES. G. C. § 9417 Section 9417. (Term with right to renew and change.) OHIO STANDARD LIFE INSURANCE POLICY. Term With Right to Renew and Change. SMM ES) acts sl oieis)oge ogous eueveseecove ® SAS ic. % ob seis 8) 8 8%, 200) f s1°) SAA eda a SECO eieta Wetec 0s ole eo atehey salle! si eiwie e eg0 je 'e)'9 0.8) 8.7. 5) 99 ie Mees SN ae a RICE Eto occ iri = ene cole eke ete is. > ones ee oc bre 08 88) seer) ere eS eee a IN CONSIDERATION OF .........-..0005-s Dollars, receipt of which is hereby acknowledged, and of the pay- ment of (here insert amounts and times of payments of pre- miums) until ............ full years’ premiums shall have been paid or until the prior death of the Insured, PROMISES to pay upon receipt at the home office of the mompany im ............-- of due proof of the death of Bensley s J 4 eft ial. oDlee ela Woulltyi GELAT CAT Paes Mptate of 2... ... , herein called the Insured, within senieaols years from the date hereof, ........-- Dollars, less any in- Gebtedness hereon to the Company and any unpaid portion of the premium for the then current policy year, at said home office, to ........-.- benéfician:, 2200)... with (insert “out’’? if so desired) right of revocation. CHANGE OF BENEFICIARY.—When the right of revo- eation has been reserved, or in the case of the death of any beneficiary under either a revocable or irrevocable designation, the insured, subject to any existing assignment of the policy, may designate a new beneficiary with or without reserving right of revocation by filing written notice thereof at the home office of the company, accompanied by the policy for “suitable endorsement thereon. If any beneficiary shall die before the insured and the insured shall not have designated a new beneficiary the interest of such beneficiary shall be payable to the insured, (insert ‘‘his”’ or ‘‘her’’) executors, ‘ administrators or assigns. PAYMENT OF PREMIUMS.—The company will accept payment of premiums at other times than as stated above, as follows : aa) TIS NERC TTI), S9EN1 . SAG ASSL ISIE Sialahe oles pelete ohne omelss 5 8 8” _ Except as herein provided the payment of a premium or installment thereof shall not maintain the policy in force beyond the date when the next premium or installment thereof is payable. G. C. § 9417 OHIO PRIVATE CORPORATIONS. 1692 All premiums are payable in advance at said home office, or to an agent of the company upon delivery of a receipt signed by one or more of the following officers of the com- - pany (insert titles of officers who may sign receipts), and countersigned by said agent. A grace of one month subject to an interest charge at the’ rate-oree . argiae per centum per annum shall be granted for the payment of every premium after the first, during which month the insurance shall continue in force. If the insured shall die during the month of grace the overdue premium will be deducted from any amount payable hereon in any settlement hereunder. CONDITIONS.—(The policy may here provide for re- strictions of liability by reason of travel, occupation, change of residence and suicide. These restrictions except such as refer to military and naval service in time of war, must be- applicable only to cases where the act of the insured pro- vided against occurs within two years after the issuance of the policy.) INCONTESTABILITY.—This: volicy and the application therefor, a copy of which is endorsed hereon, constitute the entire contract between the parties and shall be incontest-— able from its date, except. for non-payment of premiums and except as otherwise provided in this policy. All statements made by the insured in said application shall, in the ab- sence of fraud, be deemed representations and not war- ranties. If the age of the insured has been misstated, the amount payable hereunder shall be such as the premium paid would have purchased at the correct age. PARTICIPATION.—This policy shall participate in the surplus of the company and beginning not later than the end of the (insert first, second or third) policy year the company will annually determine and account for the por- tion of the divisible surplus accruing hereon. . DIVIDENDS.—Dividends at the option of the owner of this policy shall on the ........... dayof: ali. ot. ade of each year (here may be inserted ‘‘after the first policy year” or ‘‘after second policy year’’) be either— (1) Paid in eash, or a (2) Applied toward the payment of any premium oF premiums, . (The policy, at the option of the company, may here pro- vide for a further option as: follows:) (3) Left to accumulate. to the credit of the policy with interest at (here insert a rate not exceeding that used by the 1693 LIFE INSURANCE COMPANIES. G. C. § 9417 company in calculating its reserves) per centum per annum and payable at the maturity of the policy, or at the expira- tion of the term, but withdrawable on any anniversary of the policy. Unless the owner of this policy shall elect otherwise within three months after the mailing by the company of a written notice requiring such election, the dividends shall be applied to the payment of premiums. (If the renewal term is for ten years or less, the policy may provide, as an alternative to the annual distribution of dividends, for a distribution in periods of ten years or less as follows:) Dividends accruing hereon shall be accumulated during each renewal period and at the end of each period on re- newal of the policy by the insured shall be paid as an an- nuity for the next succeeding renewal term and appled towards the payment of premiums during such term. PRIVILEGE OF RENEWAL.—The owner of this policy, if the insured be not over the age of sixty-five years, may renew this policy for further terms of .......... years each by written notice to the company at its said home office accompanied by this policy for suitable endorsement on or before the expiration of the insurance hereunder and by paying the premiums to be fixed by the age on the birthday Nearest to the date of such renewal in accordance with the following table for each one thousand dollars of insurance ; if the insured shall be over the age of sixty-five years this policy may upon similar notice be surrendered for an ordi- nary life policy which shall require premiums during life in accordance with the following table for each one thousand dollars of insurance: G. C. § 9417. OHIO PRIVATE CORPORATIONS. 1694 TABLE OF PREMIUMS FOR RENEWALS. cone 4 ORES’ Ordinary Term Pre- Life Pre- Attained mium pay- Attained — mium pay- Age. able in ad- Age. able in ad- vance for vance tor each $1,000. each $1,000. ae PRIVILEGE TO CHANGE TO OTHER FORMS OF POLICIES.—The owner of this policy may at any time with- in athes first.ieuark a3 years exchange this policy for a par- ticipating policy for the same amount or any less amount upon the ordinary life, limited payment life or endowment | plan upon any anniversary of the policy, or within the month of grace by surrendering the policy to the company at said home office with written notice of the election and by paying the premiums to be fixed by the age on the birth- | day nearest to the date of such exchange, according to the | rates of the company then in force. j ASSIGNMENT.—No assignment of this policy shall be | binding upon the company, until it be filed with the com- | pany at its said home office. The company assumes no re- sponsibility as to the validity of any assignment. (If the term of the policy is for more than twenty years, | a f ; 1695 LIFE INSURANCE COMPANIES. G. C. § 9417 the company shall provide for continuance of insurance on surrender or lapse in the following form: CONTINUANCE OF, INSURANCE ON: LAPSE.—In event of default in premium payments after this policy shall have been in force three full years, the reserve hereon. ac- cording to the (designate mortality table adopted by the eompany for computing reserves) mortality table and in- terest at the rate of (designate rate of interest adopted by the company for computing reserves) per centum per annum, less, (here may be inserted not more than two and one-half) per centum of the amount insured by this policy will be applied to the purchase of non-participating con- tinued temporary insurance for the face amount of this policy at net single premium rates at. the attained age of the insured according to the same. table of. mortality and rate of interest. TABLE OF CONTINUED INSURANCE. At end Continued Insurance. of year. Years. Months. Days. OB © COLO se eh eiojese §) fem 0 OS © CETE Of OTOL AS e aelehe cheve oe oye BLOLei@ io ocd jelpiiase oe */) {) ele o.@)e o of ple co eet i> eorereret™ eo oe we .° eve 2 © Of ie wo wie Sheje eo |) | fe 0 he ie @ wel wee fil oye! eer ere) e 5 esete TO © 01% © OrBl ole ec) pit) “el wlolele sie fe @ oe bey bt) Ceresfete.epeteieye ce co « Giese die) e vj.6 fee leh o “Vit | of ole lei Wisle Oe @ LE (Pele, sie a, wr ehele. ere. Pieces eerie ee ‘je CeCe ee oe sé oreo: (0 OW ee we © oe eles 10 B® foys\e @ Whee e die) |) | Tele le aie. o's 0 0 fee 0) th | wer wl ere le wo © orp yee Bi@te) @ jeiie) >) b> jel Dre ©) fj. é eo a ieysic eo eltaleve oy "i Cremer e ecesee ee, 6 © © eee eee eee eee ie 8 eee ewe ee ee ieee ee see vee Se ee ee eee eee eee eee #7 ee eee eee eH ULUUlUlUl hl lH HH HHH Ho oe eee ewww eee ee ee oe Cala ec be pe belie Fi itl wie ee, 6 € 0 Be eS wiry (Here we e/fele je eresene eee eee eee ee if © ee eee ee ee FH HHO HHH HH ee er aie oe a fe ote eB erty) (0 ele erwrers} eyes ee 67d Gli Cig ® eo blé jee Figures for later years will be furnished upon request. (If the term of the policy is for more than twenty years, : G. C. § 9417 OHIO PRIVATE CORPORATIONS. 1696 the company shall provide for reinstatement in the following form :) ja. REINSTATEMENT.—Upon evidence of insurability sat-— isfactory to the company this policy may be reinstated with- in the first three years of the term for which the insurance is continued by payment of arrears of premiums with in- terest at (here insert not greater than six) per centum per annum. OPTIONS. AT MATURITY.—The insured, by written notice to the company at its home office, and with written consent of the assignee and irrevocable beneficiary, if any, may elect to have the net sum payable under this policy paid either in cash or as follows: (1) By the payment of interest thereon at .......... per centum per annum, payable annually, to the payee under this policy at the end of each year during the life of the payee and by the payment upon the death of the payee of the said net sum and accrued interest to the executors, ad- ministrators or assigns of the payee, unless otherwise di- rected in said notice. (2) By the payment of equal annual installments for a specified number of years, the first installment being payable immediately, in accordance with the following table for each $1,000 of said net sum. (3) By the payment of equal annual installments pay- able at the beginning of each year for a. fixed period of twenty years and for so many years. longer as the payee shall survive in accordance with the following table for each $1,000 of said net sum. Installments payable under options (2) or (3) which shall not have been paid prior to the death of the payee shall be paid, unless otherwise directed in said notice, to the execu- tors, administrators or assigns of the payee. If the insured shall not have directed. otherwise the bene: ficiary may, after the death of the insured, by like written notice, and with the written consent. of the assignee, if any, select either of the above. options. Unless otherwise specified by the insured the payee may on any interest date receive the amount yet due under op- tion (1), and may at any time receive the commuted value of payments yet to be made, computed upon the same basis as option (2) in the following table, provided that no such commutation will be made under (3), except after the death of the payee occurring within the aforesaid twenty years. | a 6 1697 LIFE INSURANCE COMPANIES. G. C. § 9418 | TABLE OF INSTALLMENTS FOR EACH $1,000. Option (2) Option (3) Number of Amount of Age of Payee Amount of Annual In- Each. In- contenant Each In- stallments. stallment. payable stallment. AGENTS ARE NOT AUTHORIZED to modify this policy or to extend the time for paying a premium. IN WITNESS WHEREOF, The Company has caused this Policy to be executed this .......... day of (April 22, 1908, 99 v. 165, § 2.) oe eee eee eens Section 9418. (Single premium and non-participating policies.) Single premium policies may be issued in any form prescribed in sections ninety-four hundred and twelve to ninety-four hundred and seventeen, both inclusive, omit- ting therefrom provisions or portions thereof applicable only to other than single premium policies. Non-participating policies may be ieswed in any form prescribed in such see- tions if they shall contain a provision that ‘the policy shall be non-participating, and such policies shall omit therefrom G. C. § 9420 OHIO PRIVATE CORPORATIONS. 1698 clauses for participation in the surplus of the company. (April 22, 1908, 99 v. 170, § 3.) Section 9419. (Preliminary term insurance. Reserve provision.) Policies issued on the standard forms prescribed in such sections may provide for not more than one year preliminary term insurance by incorporation therein of the following clause immediately preceding. the ‘‘Change of Beneficiary clause’’: | ‘‘The first year’s insurance under this policy is Term insurance.”’ If the premium charged for Term insurance under a Limited-Payment Life or Endowment Preliminary Term pol- icy providing for the payment of all premiums thereon in less than twenty years from the date of the policy exceeds that charged for like insurance under Whole Life Prelim- inary Term policies of the same company, the reserve there- on at the end of any year, including the first, shall not be less than the reserve on a Whole Life Preliminary Term policy issued in the same year and at the same age together with an amount which shall be equivalent to the accumula- tion of a net level premium sufficient to provide for a Pure Endowment at the end of the premium-payment period equal to the difference between the value at the end of such period of such a Whole Life Preliminary Term policy and the full reserve at such time of such a Limited-Payment Life or Endowment policy. (May 21, 1910, 101 v. 352; April 22, 1908, 99 v. 171, § 4.) Section 9420. (Policies, other than standard forms.) No policy of life insurance in form other than as provided im sections ninety-four hundred and twelve to ninety-four hun- dred and seventeen, both inclusive, shall be issued or deliy- ered in this state or be issued by a life insurance company organized under the laws of this state unless the same shall contain the following provisions: (1) A provision that all premiums shall be payable in advance either at the home office of the company, or to an agent of the company, upon delivery of a receipt signed by one or more of the officers who shall be named in the policy. (2) A provision for a grace of one month for the pay- ment of every premium after the first, which may be subject to an interest charge, during which month the imsurance shall continue in force, which provision may contain a stipu- lation that if the insured shall die during the month of grace the over-due premium will be deducted in any settlement under the policy. | 1699 “LIFE INSURANCE COMPANIES. G. C. § 9420 (3) A provision that the policy and the application therefor, a copy of which must be endorsed thereon, shall constitute the entire contract between the parties and shall be incontestable after two years from its date, except for non-payment of premiums and except for violations of. the conditions of the policy relating to naval and military serv- ice in time of war. (4) A provision that all statements made by the insured in the application shall, in the absence of fraud, be deemed representations and not warranties. (5) See Insurance Co. v. Hare, 5 GC. C. n. s. 348; 16 C. D. 197; reversed without report, 74 0. S. 466. Where premiums have been paid on a void policy the policyholder, it not guilty of fraud or wrongdoing, may recover the same. at Insurance Co. y. Pyle, 44 0. S. 19 (1886). 1 1705 LIFE INSURANCE COMPANIES, G. C. § 9420 Insurance Co. v. Felix, 73 0. S. 46 (1905). Where premiums were paid by a wife, on a policy on the life of her husband, without his knowledge, and the policy contained a condition that it should be void unless consented to by the insured, the wife, if not guilty of fraud or wrongdoing, may recover back the premiums paid. To constitute a consideration for premiums, it is necessary that the insurer incur a liability that is not affected by any infirmity which it might elect to interpose as a defense in case of death. Insurance Co, v. Felix, 73 O. S. 46 (1905). Compare Brokamp v. Insurance Co., 16 C. C: 630; 9 C. D. 412 (1898). Shaddinger v. Insurance Co., 30 W. L. B. 337: 2 L. D. 402 (1893). Lowe v. Insurance Co., 41 O. S. 273 (1884). But where a wife insures the life of her husband, without his consent, and in her dealings with the company conceals this fact, after she must have known that his consent was necessary, she can not recover the prem- ‘iums paid. Marling v. Insurance Co., 6 O. L. R. 99 (C. P. 1908). Where officers of a corporation, without authority, took out insurance on the lives of certain directors, payable to the corporation, which had no insurable interest in the lives of such directors, the premiums paid thereon may be recovered back. Schott & Sons Co. v. Insurance Co., 7 N. P. n. s. 548 (1908) ; affirmed, 11 C. C. n. s. 401; 83 0. S. 401. See Keckley v. Coshocton Glass Co., 86 O..S. 213 (1912). Where an insured defaulted, after paying two annual premiums, and an assignee of the policy more than six years thereafter sued to recover the premiums paid, alleging fraud in misapplying the funds of the com- pany, knowledge of which had but recently come to him, it was held that the insured was charged with constructive knowledge of the fraud, if any existed, at the time he repudiated the contract by defaulting on his premiums, and that the claim was barred by the statute of limitations. Baumgarten v. Insurance Co., 7 O. L, R. 294 (C. P. 1909). Both the insured and the beneficiaries are necessary parties to an action to recover premiums paid on a policy which has been repudiated by the company. ) Insurance Co. v. Penn., 4 N. P. n. s. 97; 16 L. D. 375 (Super. Ct. Cin. 1905). Interpretation of policies. Policies which are prepared by the in- Surance company and which are reasonably open to different inter- pretations will be construed most favorably to the insured. Courts will have in mind the relations of the parties to each other. They will give the language of the contract the meaning on which the minds of the parties may be said to have met and which will effec- tuate their object in entering into it. Mumaw v. Insurance Co., 97 0. S..1. (1917). PROVISIONS AND CONDITIONS IN POLICIES. Policy and application the entire contract. Where the written ap- _ Plication is referred to in the policy and expressly made part of the con- tract, the application thereby becomes a part of the contract. : Byers v Insurance Co., 35 O. S. 606 (1880). i See § 9420 (3). See also Insurance Co. v. Harmer, 2 0: S. 452 (1853). Rudershauer v. Insurance Co., 18 C. C. 609; 10 C. D. 258 (1899). ‘Where a policy is issued and accepted upon the conditions and agree- Ments contained therein, such conditions and agreement form the con- tract between the parties, and will not be varied or controlled by th G. C. § 9420 OHIO PRIVATE CORPORATIONS. 1706 subsequent course of dealing between them, in the absence of fraud or bad faith. Insurance Co, v. Buxer, 62 0. S. 385 (1900). Policy incontestable. A provison “that this policy shall be incon- testable after two years except for fraud or misstatement of age,” is similar to the provison in G. C. § 9392 and relates to what occurred at the time the policy was issued or the application made, and has no refer- ence to default in premiums. Insurance Co. v. Walton, 4 C. C: n. s. 133; 15 C. D. 587; aff’d, no rep,,, 74; O- §: 6h0: Loans on policies. See also § 9357 (4). Where a policy provided for loans on such policy, graded as to amount by the number of cash premiums paid, the insured was held not entitled to a loan after he became in default for payment of a premium, or a premium note, where, by the terms of the policy, the default worked a forfeiture, unless the default was waived by the company. Insurance Co. v. Buxer, 62 0. S. 385 (1900). Where a loan agreement provided that in the event of non-pay- ment of the loan at maturity the company might cancel the policy and apply $8,469 the ‘customary cash surrender consideration’’ to the payment of the loan, it was held that if the cash surrender value represented the substantial value of the policy, the agreement was valid and cancellation of the policy terminated the rights of the in- sured. Haas v. Insurance Co., 17 N. P. n. s. 1 (1914); appeal dis- missed by court of appeals but judgment of dismissal reversed, 95 O, 8S. 137; motion to certify record overruled, 15 O. L. R. 192. Insurance paid by value of policy after default in payment of premiums. Provisions in policies requiring various conditions precedent, construed: Written application for paid insurance and surrender of original pol- icy within six months after default. Jones v. Insurance Co., 22 W. L. B. 318 (C. P..1889). Payment of premium notes given for premiums subsequent to first three annual premiums. Insurance Co. v. Buxer, 62 O. S. 385 (1900). Contra, Kelsey vy. Insurance Co., 10 0. L. R. 119 (C. C.. A. 19128 Surrender of original policy, duly receipted. Jander v. Insurance Co., 16 C. C. 536: 9 C. D. 462 (1898). Application for new insurance before default occurred. Bussing v. Insurance Co., 34 O. S. 222 (1877); affirming 7 Am. L. R. 52; 3 W. L: B) 44, Wife. named as beneficiary, is entitled to paid insurance when: Insurance Co. v. Hamilton, 41 0. S. 274 (1884). Jander v. Insurance Co., 16 C. C. 536; 9 C. D. 462 (1898). Payment of interest on premium notes. Insurance Co. v. Robinson, 40 0. 8. 270 (1883). Suicide. See also forms in §§ 9412 to 9417 sub-head “Conditions.” A condition declaring the policy void in case of death of the insured within two years from the date of the policy by his own hand or act, Sane or insane, is valid. Where the insured commits suicide by shooting himself, while insane, there can be no recovery on the policy. Insurance Co. v, Maguire, 19 ©. OC, 502; 10 €. D. 562 (1900). See Tisch v. Home Circle, 72 O. S. 233 (1905). Pagenhardt v. Insurance Co., 4 N. P. 169; 6 L. D. 190. Mieritz v. Insurance Co.,..8 N. P,, 422; LIFE INSURANCE COMPANIES. G. C. § 9420 A provision limiting recovery to the amount of premiums paid, in ease of suicide while sane or insane, is not prohibited by § 9421 and is valid. Insurance Co. v. Horn, 100 O. S. 478 (1920). Where a condition avoided the policy if the insured “shall, under any circumstances, die by his own hand,” it was held that the words “under any circumstances” were too general and indefinite and that if the insured committed suicide while insane, a recovery could be had. Schultz v. Insurance Co., 40 O. S. 217 (1883). The burden is on the insurer to show that the death was within the proviso. Schultz v. Insurance Co., 40 O. S. 217 (1883). A policy containing a clause as to incontestability issued in lieu of a policy of the same number issued several years earlier, but without such provision, was held not to read into the original policy a waiver of lia- bility for death by suicide. Clemens v. Life Ass’n., 8 N. P. 587 (C. P. 1901). Authority of agent. See also § 9407 and forms in §§ 9412 to 9417. The standard forms (§§ 9412 to 9417) provide that agents are not authorized to modify the policy or extend the time for paying a premium. Such a provision in a policy accepted by the insured, is both notice to, and an agreement by, the insured that the agent has no authority to waive or modify anything contained in the policy. Insurance Co. v. Myers, 62 O. S. 529 (1900). Jander v. Insurance Co., 16 C. C. 536; 9 C. D. 462 (1898). The insured can not recover on a verbal modification of such a policy, extending the policy one year and waiving the payment of an annual premium, in the absence of estoppel. Insurance Co. v. Hook, 62 O. S. 256 (1900). But where a policyholder opened negotiations direct with the company and dealt with the ‘‘manager’’ a provision limiting the au- thority of agents was held not to apply. Life Soc. v. Statler, 17 C. CO. n. s. 59; 24 C. D. 391 (1911); aff’d, no’ rep.°88 O. S. 549. A physician, employed to examine an applicant for insurance, and make a report thereof to the company, without further duty or au- thority, after making an examination and report obtained further knowledge of the applicant’s physical condition but did not communi- cate it to the company. Held, such knowledge was not binding on the company and did not operate as a waiver of a provision in the application that the policy would become effective upon approval at the home office of the company ‘‘while the person to be insured is in the same condition of insurability’’. Myers v. John Hancock, etc., Co., — O. S. — (1923); syl. 21 O. L. R. 140. Military or naval service of insured. A condition avoiding the policy if the insured enters military or naval service is no defense to the company where the cause of death was disease not due to military Service. Frush v. Ohio State Ins. Co., 22 N. P. n. s. 428 (1920). Proof of death. The requirement that a proof of death be made in writing is reasonable, as is also a requirement as to the identification of the deceased. Menear v. Insurance Co., 12 ©. C. n. s. 411; 21 C. D. 483 (1909). _Notice of a defect in a proof of death is not necessary where repeated he have been given by the company that no proof of death has been ed. Menear v. Insurance Co., 12 C. ©. n. s. 411; 21 C. D. 483 (1909). An averment in a petition in a suit on a policy that its conditions G. C. § 9420 OHIO PRIVATE CORPORATIONS. 1708 as to proof of death had been performed on.a certain date is inconsistent with a subsequent averment that such conditions had. been waived. Menear v. Insurance, Co., 12 C. C.n..s. 411; 21 C, D. 483 (1909). Where a policy requires proof of loss to be made “forthwith,” proof may be made within a reasonable time. ' Kirk v. Insurance Co., 6.W. L. B. 200 (Dist. Ct. 1881); aff’d, no rep.j (db. W. L. B; 228. : The requirement that proofs of loss must be made. within a specified time may be waived by the company after the expiration of the time limited. Insurance Co. v. Kukral, 7 C. C. 356; 4 C. D. 633 (1893); aff’d, no rep., 51 O. S. 609. Where a policy required “immediate” notice of death to be given, and the beneficiaries had no knowledge of the existence of the policy. until four months after the death of the insured, when notice was im- mediately given, it was held that the requirement as to immediate notice was satisfied. Accident Co. v. Card, 13 C. C. 154; 7 C. D. 504 (1897); aff’d, no rep:, 60 O. Si 583: Acceptance of a proof of loss, and treatment of such proof as final, with an offer to pay less than the amount claimed, constitutes a rejection of the claim, and suit brought thereafter is not premature. ‘7 Assurance Co. v. Dickson, 15 C. ©. n. s. 228; 24 ©. D. 313 (1912); aff’d, 91 0. S.. (360, . Sound health. Where a policy provides that no obligation is assumed by the company, unless at the date of the policy the insured is alive and_ in sound health, there can be no recovery if the insured was not then in sound health. Insurance Co. v. Howle, 62 O. S. 204 (1900). Insurance Co. v. Howle, 68 O. S. 614 (1903). 9 Insurance Co. v. Draddy, 8 N. P.»140. ta Sound health means that state of “health which is free from any) | disease or ailment that seriously affects the general healthfulness of the _ system; not a mere indisposition. it Insurance Co. v. Howle, 62 O. S. 204 (1900). TRE Insurance Co. v. Howle, 68 O. S. 614 (1903). he bs Insurance Co. v. Draddy, 8 N. P. 140 (Super. Ct. Cin.). 68 A breach of the condition as to sound health is a matter of — defense. The burden of proof of such breach rests upon the insur | ance company. Mumaw v. Insurance Co., 97 O. S. 1 (1917); Insure) | ance Co, v. Zimmer, 97 O. 8. 14 (1917); affirming, 19 N. P. n. s. 188. Where the first premium was paid to the agent at the time the application was made, under an agreement that a policy would be is- — sued if the medical examination should show the applicant to be in © sound health, and such examination was made and a policy sent to the agent, but not delivered because of illness of the insured, it was held that the contract was complete, and the company liable on the | policy although the insured was stricken on the day its medical ex=% aminer mailed his report to the company and the medical examiner | attended the insured in his last illness. Insurance Co. v. For 2 Ohio App. 410; 19 C. OC. n. s. 689; 24 C. D. 479 (1914). a Where a policy provides that if, at the time of application or of the delivery of the policy, the insured was afflicted with any one of a number — of diseases specified therein, and failed to inform the company thereol — the policy should be void, there can be no recovery where the insured died from one of such diseases, although the insured was not aware that he — was suffering from the same. ” Melvin v. Insurance Co., 9 O. L. R. 361; 56 Bull 377 (C. P. 1911). eg 1709 LIFE) INSURANCE COMPANIES. G. CG, § 9420 The insurer may, by suit, compel the surrender and cancellation of a policy obtained by false statements as to health. Insurance Co. v. Wertheimer, 272 Fed. 730 (D. C. Ohio 1920). Intemperate habits. Where a policy provided that if the insurea “shall become so far intemperate as to impair his health, or induce de- lirium tremens” the policy should be void, it was held that, in order to avoid the policy, it was not necessary to show that the impaired health _or delirium tremens ‘caused the death of the insured. Insurance Co. v. Attee, 3 C. C. 650; 2 C. D. 378 (1889); aff’d, no rep., 26 Bull. 263. See Insurance Co. v. La Boiteaux, 4 Am. L. Ree. 1 (1875). Insurance Co. v. Holterhoff, 2 C. S. C. R. 379 (1872). Holterhoff v. Insurance Co., 3 Am. L. R. 272 (1874). Insurance Co. v. Reif, 36 O. S. 598 (1881). Occupation of insured. See Snow v. Modern Woodman, 4 C. C. n. s. 68; 14 C..D.,142 (1902). ‘Insurance Co. v. Kilbane, 15 C. C. 62; 8 C. D: 790 (1897). Section 9421. (Provisions prohibited.) No policy of life insurance in form other than as prescribed in sections ninety- four hundred and twelve to ninety-four hundred and seven- teen, both inclusive, shall be issued or delivered in this state or be issued by a life insurance company organized under the laws of this state, if it contain any of the following pro. Visions: (1) A provision for forfeiture of the policy for failure to repay any loan on the policy or to pay interest on such loan while the total indebtedness on the policy is less than the loan value thereof; or any provision for forfeiture for failure to repay any such loan or to pay interest thereon, unless such provision contain a stipulation that no such for- feiture shall occur until at least one month after notice shall have been mailed by the company to the last known address of the insured and of the assignee, if any. (2) Si Section 9546. (Distribution of stock of consolidated com- pany.) Upon such a consolidation the just and true value of each outstanding share of the capital stock of each of the consolidating companies shall be ascertained by their respective directors through a suitable valuation of all the assets and liabilities thereof at the time of the consolidation, and new shares of the consolidated company be apportioned to each stockholder, equal to the sum ascertained to be the just and true value of his shares in each or either of the consolidating companies. The shares thus apportioned shali be substituted for his original shares, and all certificates: of shares in the consolidating companies must be surrendered when the new certificates of the shares so apportioned are issued. But a stockholder in either of the companies so con- solidating who refuses to agree thereto, shall be entitled to receive for the stock by him owned its just market value at the time thereof, to be paid to him previous to such consoli- dation. (R. S. See. 3672; January 31, 1873, 70 v. 19, § 2.) Section 9547. (Election of directors.) Immediately upon the consolidation of such companies, their directors shall elect from their members the directors for the consolidated company, who shall serve until their successors are elected | and qualified. (R. S. See. 3673; January 31, 1878, 70 v. 19, §3.) Section 9548. (Capital stock limited.) The capital stock of such consvlidated company may be equal to, but by virtue of such consolidation, shall not exceed the, aggregate au- —s 1813 INSURANCE OTHER THAN LIFE. .G.C. § 9555 thorized capital of the consolidating companies. (R. 8. See. 3674; January 31, 1873, 70 v. 19, § 4.) 2 Section 9549. (Filing of certificate of consolidation.) Within thirty days after such eonsolidation a eertificate, setting forth the fact thereof, and the name and organization adopted thereby, shall be filed in the office of the secretary of state. (R. S. Sec. 3675; January 31, 1873, 70 v. 19, § 5.) Section 9550. Repealed. (104 v. 202.) Section 9551. Repealed. (104 v. 202.) Section 9552. Repealed. (104 v. 202.) Section 9553. Repealed. (104 v. 202.) Section 9554. (Bonds may be approved by probate judge.) An insurance company which, by the terms of its charter, is required to have its official bonds approved by a judge of the common pleas court at its option may have them approved by the probate judge of the county in which the office of the company is located. (R. S. Sec. 3685; Feb- ruary 2, 1857, 54 v. 17, §1; 8S. & C. 363.) Section 9555. (May reinsure risks.) A fire, marine, fidelity, accident, plate-glass, boiler or other insurance com- pany organized or existing under or by virtue of the laws of this state, by and with the approval of the superintendent of insurance, may reinsure all risks undertaken by it in any company authorized by law to transact a similar class of Insurance business in this state. Nothing herein shall pre- vent such a company from reinsuring any risks or fractional parts thereof not situated in this state in any company or companies duly licensed by such superintendent or. like authority, of the state in which such risks may be located, to transact the business of insurance in that state. (April 26, ek 97 v. 446, §1; R. S. § 3691-13; April 14, 1884, 81 v. 79.) Reinsurance in unlicensed foreign companies prohibited: § 5439. A contract of reinsurance of liability risks made in another state by a foreign company which has not made the deposit required by $9510 is a violation of the Ohio laws for which its license to do other business in Ohio may be revoked. State v. Tomlinson, 101 O. 8. 459 (1920). : Property located outside of Ohio can not be reinsured in unlicensed foreion companies. 5 Opins. Attys. Gen. 934 (1903). G. C. § 9556-1 OHIO PRIVATE CORPORATIONS. 1814 Reinsurance defined. Insurance Co. v. Insurance Co., 38 O. S. 11, 15 (1882). Where an insurance company, after having taken a risk and rein- sured in another company to indemnify itself against loss on its policy, discharges its liability by payment of a less sum than that for which the original insurance was effected, the sum so paid by it is the amount of damage sustained, and the measure of indemnity to be recovered from the reinsuring company; provided such sum is within the amount of the reinsurance policy, and does not exceed the amount of actual loss, and such policy contains no condition for prorating loss or limiting liability. Insurance Co. v. Insurance Co., 38 O. S. 11 (1882). A reinsurance policy, containing a condition that “the insurance may also be, at any time, terminated at the option of the company, by giving notice to that effect, and refunding a ratable proportion of the premium” is not separable. It applies to the entire reinsurance and does not permit the cancelling of one policy only. Insurance Co. v. Insurance Co., 13 L. D. 226 (1902). Section 9556. (Business extended to damage by water, lightning, etc.) All companies organized or admitted for the purpose of insuring against loss or damage by fire, may insure against loss or damage by water, caused by the breakage or leakage of sprinklers, pumps, tanks, water pipes and fixtures connected therewith, and by lightning, explo- sions from gas, dynamite, gunpowder, and other like explo- sions, and tornadoes: and may also insure against loss by the theft of automobiles and accessories, and against damage thereto from this cause. (June 9, 1911, 102 v. 359, SI; S. Sec. 3641la; April 9, 1891, 88 v. 304; March 27, 1884, 81 v. 93; April 18, 1883, 80 v. 170.) Effect of § 9607-2 on this section, see note to § 9607-2. RECIPROCAL OR INTER-INSURANCE CONTRACTS. Section 9556-1. (Exchange of reciprocal or inter-insur- ance contracts.) Individuals, partnerships and corporations of this state, herein designated subscribers, are authorized to exchange reciprocal or inter-insuranece contracts with each other, and with individuals, partnerships and corpora- tions of other states, districts, provinces and countries, pro- viding indemnity among > themselves from any loss which may be insured against by any fire insurance company or association under other provisions of the law. Such con- tracts and the exchange thereof and such subscribers, their attorneys and representatives shall be regulated by this act and by no other insurance law unless such law is re- ferred to in this act, and no law hereafter enacted shall apply to them, unless they be expressly designated therein. C107 we 7472 8 15 | | . 1815 INSURANCE OTHER THAN LIFE. G. C. § 9556-3 This section relates to fire insurance only. State v. Gearheart, 103 O. S. 263 (1921). Section 9556-2. (How contracts executed.) Such con- tracts may be executed by an attorney or other representa- tive, herein designated ‘‘attorney,’’ duly authorized by and acting for such subscribers under powers of attorney, and’ such attorney may be a corporation. The principal office of such attorney shall be maintained at such place as may be designated by the subscribers in the powers of attorney. (107 v. 747, § 2.) Section 9556-3. (Schedule of fees. : Declaration under oath filed with superintendent.) Every such attorney shall pay to the superintendent of insurance for the use of the state the following fees: For filing declaration, twenty-five dollars; For filing each financial statement required by this act, twenty dollars; For filing each certificate of license, and certified copy thereof, two dollars; For each copy of a paper filed in his office, twenty cents per folio; For affixing the seal of office and certifying any paper, one dollar. The attorney shall file with the superintendent of insur- ance a declaration, verified by his oath, or when the attorney is a corporation, by the oath of its duly authorized officers, setting forth: (a) The name of the attorney and the name or desig- nation under which such contracts are issued, which name or designation shall not be so similar to any name or desig- nation adopted by an attorney, or by any insurance organi- zation in the United States, prior to the adoption of such name of designation by the attorney, as to confuse or de- ceive, unless such other attorney or organization shall con- sent thereto in writing. (b) The location of the principal office. (ec) The kind or kinds of insurance to be effected. (d) A copy of each form of policy, contract or agrec- ment under or by which such insurance is to be effected.” (e) A copy of the form of power of attorney, under which such insurance is to be effected. ) (f) That applications have been made for indemnity upon at least seventy-five separate risks, aggregating not less than one and one-half million dollars, represented by executed contracts or bona fide applications to become con-— currently effective. (g) That there is in the possession of. such attorney assets of not less than fifty thousand dollars, available for — the payment of losses. (h) panies, and prohibiting the acceptance of personal sureties, was held un- ~ constitutional. State v. Robins, 71 O. S. 273 (1904). Section 9572. (Allowance of premium.) a 1843 INSURANCE OTHER THAN LIFE. G.C. § 9586 up such application, the agent of the company, and not the assured; and if the agent makes a mistake in wrongly stating facts which were cor- rectly given him by the insured, the company is bound by and responsible for such mistake. Insurance Co. v. Williams, 39 O. S. 584 (1883). - Phoenix Insurance Co. v. Bowersox, 6 C. C. 2; 3 C.D. 321 (1892); aff’d, no rep., 51 O. S. 567. Herbert v. Insurance Co., 3 C. C. n. s. 7; 13.C. D. 235 (1901); aff’d, no rep., 68 O. S. 687. Insurance Co. v. Pyle, 44 O. S. 19, 28 (1886). Whether the facts were correctly stated by the insured is a question for the jury. Phillips v. Insurance Co., 13 C. C. 679; 6 C. D. 266 (1894). Where a policy, written by an agent of the company, by mutual mistake insufficiently described the place where the property was located, the policy may be reformed by the court, if the mistake is shown by clear and convincing proof. Fire Ins. Co. v. Machine Co., 96 O. S. 442 (1917); affirming, 6 Ohio App. 313; 28 O. C, A. 462. See Box Board Co. v. Insurance Oo., 4 Ohio App. 26; 25.C, C. n. 8. 339 (1914). Where an agent, in filling up an application for burglary insurance, construes a question, to suit the circumstances of the particular case, he acts for the company, and the company can not escape liability on the ground of incorrect statements in the application, based on a contrary construction. Kandar v. Indemnity Co., 10 C. C. n. s. 449; 20 C. D. 260 (1907). Where an agent fills up in his own language an application from statements of the insured, fully and truthfully made, receives the premium and issues a policy executed by the insurer on such application, the in- surer can not defeat a recovery on the policy by denying the truth of the application, nor the authority of the agent in the transaction, although he has transcended his authority, unless the insured is chargeable with knowledge of his having exceeded his authority. Insurance Co. v. McGookey, 33 O. 8. 555 (1878). May act for insured, when. A general agent representing several insurance companies may become the agent of a person desiring insur- ance, to select a company and procure a policy from it. Johnson v. Insurance Co., 66 O. S. 6, 14 (1902). Insurance Co. v. Shoemaker, 22 W. L. B. 315. But such agent has no implied authority to receive notice of cancella- tion of the policy, after it has been procured and delivered to such person. Johnson v. Insurance Co., 66 O. 8. 6, 14 (1902). The direction by the manager of an insured, to an insurance agent to keep insurance alive and to effect other insurance in the place of insurance cancelled, does not constitute the insurance agent the common agent of the insurer and insured as to policies issued four years after the manager had severed his connection with the in- sured. Box Board Co. v. Insurance Co., 4 Ohio App. 26; 25 C. C. n. 8, 839 (1914). POWERS OF AGENT. To appoint sub-agent. An agent, with full power in a large territory to receive proposals for fire insurance, fix rates of premium, countersign, Issue, renew and consent to the transfer of policies, which have been Signed by the president and secretary, may appoint a sub-agent to solicit applications subject to his approval. { Krumm v. Insurance Co., 40 O. S. 225 (1883). See § 654. G. C. § 9586 OHIO PRIVATE CORPORATIONS. 1844 To extend credit for premiums. Authority to make contracts of insurance, and issue policies, carries with it authority to extend credit for premiums, in the absence of restrictions on the authority of which the insured has notice. Machine Co. v. Insurance Co., 50 O. S. 549 (1893). But where the policy provides that the agent has no such power, an extension of time of payment granted by the agent is of no effect. Insurance Co. v. Hook, 62 O. S. 256 (1900). Where an agent, with no expfess authority to extend credit, delivered the policy to the insured and agreed to extend credit, and the amount of the premium was charged against the agent by the insurance company, and was paid after a loss, it was held that a clause making payment of the premium necessary to the taking effect of the insurance was waived. Insurance Co. v. Kelly, 24 0. S. 345 (1873). To make preliminary contract of insurance. A general agent may bind the company by a preliminary contract for insurance. Where the agent represents several companies he must designate, in some way, the company for which he contracts, but notice to the company is not necessary. Insurance Co. v. Bennett, 1 N. P. 71; 1 L. D. 60 (1894); aff’d, no rep., 56 O. S. 749. See Krum v. Insurance Co., 40 O. S. 225 (1883). Palm v. Insurance Co., 20 Ohio 529 (1851). Insurance Co. v. Whitman, 75 O. S. 312 (1906). To waive conditions of policies. A stipulation in a policy that “no agent has authority to waive or alter anything in this policy contained,” is, after acceptance of the policy by the insured, both notice to and an agreement by, the insured that an agent has no ‘such authority. Insurance Co. v. Myers, 62 O. S. 529 (1900). But knowledge by the agent, of facts as to the insurability of property, at the time the policy is issued, is the knowledge of the company, and operates as a waiver, although the policy contains a non-waiver clause. Foster v. Insurance Co., 101 O. 8. 180 (1920). Knowledge by the agent of facts occurring subsequent to the issuance of the policy may not be a waiver. Insurance Co. v. Titus, 82 O. 8. 161 (1910). A ‘‘non-waiver’’ clause in the policy does not prevent a waiver by acts and conduct of authorized agents. Insurance Co. v. Cochran, 104 O. 8. 427 (1922). Conditions in a policy can only be waived by an agent in the manner stipulated in the policy. Where the ‘policy requires that a waiver, or con- sent, be endorsed on the policy, a verbal waiver or consent is inoperative. Insurance Co. v. Titus, 82 O. S. 161, 171 (1910). Walsh v. Insurance Co., 6 C. C. n. s. 1; 17 CG. D. 313 (1905). Billings v. Insurance Co., 6 C. C. n. s. 567; 17 C. D. 552 (1905). But see Insurance Co. v. Malony, 33 W. L. B. 147, in which a judg- ment based on a waiver by post card, received by the insured from an agent, was affirmed by an evenly divided court. (Supreme Court without report, 1897.) See also McKelvey v. Insurance Co., 1 Ohio App. 184; 20 ©. ©. n. 8S. 88; 24 C. D. 443 (1913), in which the endorsement on the policy was incomplete but the agent had knowledge of the facts before is- suing the policy. ; The power of an agent to waive conditions in a policy of fire insur- ance is not different from the same power in life insurance. Insurance Co. v. Baldwin, 62 O. S. 368 (1900); (approving, as to such power, Insurance Co. v. Hook, 62 O. S. 256). eee sll 1845 INSURANCE OTHER THAN LIFE. G.C. § 9586 Where a policy of life insurance provided that it contained the entire contract; that its terms could not be modified except in writing and signed by certain executive officers, and that no agent had authority to extend the time of payment of any premium or note, the insured can not recover on a verbal modification of such policy made by an agent, ex- tending the policy one year and waiving the payment of premium, in the absence of knowledge and acts by the company constituting an estoppel. Insurance Co. v. Hook, 62 O. S. 256 (1900). An agent authorized to waive in writing certain printed provisions may write into the policy provisions in conflict with such printed pro- ‘visions, and the written provision is a waiver of such conflicting printed provisions. Bank v. Insurance Co., 83 O. S. 309 (1911). Authority to make, execute and deliver a policy is not authority to make a subsequent verbal contract waiving any provision of a policy, and the company is not bound thereby unless it ratifies the verbal waiver. Bank v. Insurance Co., 83 O. 8. 309 (1911). Where it does not appear that a solicitor of fire insurance was au- thorized to waive a provision in the policy against other insurance, or that the agents who wrote the policy consented to such waiver, or had knowledge of other insurance, a policy will not be reformed to provide for such waiver. McBee v. Insurance Co., 11 N. P. n. s. 75 (1910). A waiver of notice and proof of loss was upheld although the policy provided that no agent was authorized to waive any of the terms and condition of the policy. Insurance Co. v. Danison, 38 W. L. B. 163 (Supreme Ct., without report, 1897). After a fire the insured paid to the agent an assessment which was then so long overdue that the insurance was suspended under the terms of the policy. The agent remitted the premium to the com- pany which returned it with instructions to refund to the insured, which the agent failed to do until six or eight months after the fire. Held to be a waiver of the suspension of the policy. Insurance Co. v. Billman, 18 C. C. n. s. 261 (1909); aff’d, no rep. 82 O. 8. 451. Apparent authority. Persons dealing with a duly authorized agent may rely upon a continuance of such authority, until they are notified of its revocation. Insurance Co. v. Stambaugh, 76 O. S. 138 (1907). An agent representing several companies issued a policy in one com- pany. His agency being revoked by that company, he induced the insured to surrender the policy and accept a policy in another of his companies, by representing that the first company had more insurance in the block than it desired, the insured not knowing of the revocation of his authority. The second company was held liable under the substituted policy; the insured having a right to rely on the continuance of the authority to represent the first company, the delivery of the policy for cancellation bound the first company, and the delivery of a duly executed policy bound the second company. : Insurance Co. v. Stambaugh, 76 O. S. 138 (1907). Kip ste An agent, entrusted with the policy and authorized to deliver it, was held to bind the company by accepting notice of additional insurance and endorsing the same upon the policy. : Where such agent erased a material stipulation from the policy, and delivered it to the insured, who had no knowledge of the circumstances of the erasure, or of the want of authority to make it, the company 18 bound to the same extent as if the erasure were authorized. Insurance Co. v. Kelly, 24 0. 8. 345 (1873). G. C. § 9587 OHIO PRIVATE CORPORATIONS. 1846 Section 9587. (How contracts evidenced.) Policies or contracts of insurance made or entered into by the company may be made either with or without its seal. They shall be subscribed by the president or such other officer as the direc- tors designate for that purpose, and be attested by the secre- tary. When so subscribed and attested, they shall be obli- gatory on the company. (R. S. See. 3645; April 27, 1872, 69 v. 140, §11; 8S. & S. 208.) CONTRACTS OF FIRE INSURANCE. The contract of insurance, other than that of life or accident, is one of indemnity. State v. Laylin, 73 O. 8. 90, 97 (1905). See State v. Insurance Co., 1 C. C. n. s. 4, 9; 14 C. D. 387 (1908). Insurance Co. v. Butler, 38 O. S. 128 (1882). An insurance policy is a contract between the insured and the insurer, whereby for an agreed premium the insurer undertakes to compensate the insured for loss on a specified subject by specified perils. Insurance Co. v. Cochran, 104 O. S. 427 (1922). Distinction between open and valued policies. See Insurance Co. v. Butler, 38 O. S. 128, 184 (1882). Valued policies, see § 9583 and note. Parol contracts of insurance. A valid contract of insurance may be made by parol, when not forbidden by statute, or by a provision of the company’s charter of which the insured has notice; and the assent of the parties to the agreement may be shown by their acts and the surrounding ~ circumstances, as well as by their words. Machine Co. v. Insurance Co., 50 O. S. 549 (1893). See Insurance Co. v. Wall, 31 O. 8. 628 (1877). Contra, Cockerill v. Insurance Co., 16 Ohio 148 (1847); (overruled, see 31 O. S. 633). Where nothing is said in the negotiations about special rates of insur- ance, or special conditions of the policy, it will be presumed that those which were usual and customary were intended. Machine Co. v. Insurance Co., 50 O. S. 549 (1893). A policy may be modified or altered by parol. Halliday v. Insurance Co., 1 W. L. B. 286 (1876). This section refers to the final policy to be issued and not to con- — tracts for policies or intermediary contracts for insurance. Bartels v. Insurance Co., 2 O. L. R. 408; 15 L. D. 452 (C. P. 1905). A provision in the charter of an insurance company requiring that “all policies or contracts of insurance shall be subscribed by the presi- dent or some other officer designated by the board of directors for that purpose” was held not to disable the company from binding itself by con- tracts for policies and intermediary insurance executed in other modes and by other agents, but to merely prescribe the manner in which the final contract or policy should be executed. Insurance Co. v. Kelly, 24 O. S. 345, 364 (1873). Insurance Co. v. Colt, 89 U. S. 560 (1874). A parol contract of insurance, as distinguished from a parol agree- ment to issue a policy, must not be executory, but must take effect in praesenti. Insurance Co. v. Whitman, 75 O. S. 312 (1906). Full and clear proof is necessary to establish the relation of insure! and insured, in parol, before delivery of the policy. 1847 INSURANCE OTHER THAN LIFE. G. C. § 9587 Insurance, Co. v. Whitman, 75 O. 8. 312 (1906). In an action to recover on a written policy, and an alleged verbal modification thereof, statements of the agent who solicited the policy, prior to and contemporaneous with its issue, are inadmissible to vary its terms. In the absence of fraud or mistake, such statements are merged into the written contract. Insurance Co. v. Hook, 62 O. S. 256 (1900). Agreement to issue policy; specific performance. See Suydam v. Insurance Co., 18 Ohio 459 (1849). Neville v. Insurance Co., 19 Ohio 452 (1850). Where the property was transferred and the policy assigned, a verbal agreement, by an agent authorized to make contracts and issue policies, that the assigned policy should have the effect of a new policy, was held binding. g Insurance Co. v. Wall, 31 O. S. 628 (1877). When contract takes effect. Before delivery of policy. In the absence of a stipulation in the application or policy, making actual delivery of the policy a condition precedent to the consummation of the contract, the actual delivery or non- ‘delivery of the policy is not of itself conclusive evidence of the completion ‘of the contract; but the unconditional acceptance of the application by the insurer is a consummation of the contract. Insurance Co. v. Whitman, 75 O. 8. 312 (1906). Machine Co. v. Insurance Co., 50 O. S. 549 (1893). Insurance Co. v. Plato, 3 C. C. n. s. 207; 18 C. D. 35 (1901); aff'd, no rep., 69 O. S. 701. Johnson v. Insurance Co., 66 O. S. 6 (1902). Bennett v. Insurance Co., 27 W, L. B. 15 (1891). Where there is no oral agreement for insurance prior to the policy, if a policy has been executed in form, but has not passed out of the pos- session of the insurer or his agent, and no premium has been paid, the contract is prima facie incomplete; and the burden is upon the party who asserts that there is a contract, to show that the policy became operative by the intention of both parties. Where, there being no oral agreement for insurance to take effect prior to the issue of the policy, upon an application for insurance at less than the regular rate, an agent wrote up and countersigned a policy and, without parting with possession thereof, wrote to the applicant that he had “issued” a policy, but would hold it until he heard from the company, and the company thereafter rejected the risk and the agent forwarded the policy to the company, no contract of insurance was consummated, although the applicant received no notice of refusal of the risk. Insurance Co. v. Whitman, 75 O. 8. 312 (1906). The general agent of a fire insurance company may bind it by a preliminary contract for insurance. Where the agent represents several companies he must designate, in some way, the company for which he contracts, in order to bind it, but notice to the company is not necessary. Insurance Co. v. Bennett, 1 N. P. 71; 1 L. D. 60 (Super. Ct. Cin. 1894); aff’d, no rep., 56 O. S. 749; s. ¢., in special term, 27 W. LY B15: The company can not ratify the agent’s contract in part and re- ject it in part, without consent of the insured, and the insured may recover on the agent’s contract, if he had no knowledge of the at- tempted modification thereof by the compnay. Insurance Co. v. Houck, 82 0. O. A. 429 (1922); motion to certify record overruled. Where an agent, representing several companies, on being requested by telephone to write a policy for a given amount on certain property G. C. § 9587 OHIO PRIVATE CORPORATIONS. 1848 replied that he would do so, and thereafter wrote a policy_in one of his companies, and the building was destroyed by fire before delivery of the policy or payment of the premium, the company was held liable where there was no claim made that the policy was not delivered because of failure to pay premium. Insurance Co. v. Plato, 3 C. C. n. s. 207; 138 C. D. 35 (1901); aff'd, no rep., 68 O. S. 701. See also Insurance Co. v. Shoemaker, 22 W. L. B. 315. When a contract of insurance has been completed by the party apply- ing for insurance doing all that is required on his part, although the agent acting for the company has no power to issue the policy, the risk commences from the time of making such contract, if there be no stipula- tion to the contrary. Where such application, together with the premium note, is mailed to the office of the company, from which the policy is to issue, the company is liable, although the loss occurs before the arrival of the letter containing the application. Palm v. Insurance Co., 20 Ohio 529 (1851). Krumm v. Insurance Co., 40 O. 8. 225 (1883). If such contract be fair and strictly within the rules of the company, such liability will exist, although there be printed on the blank applica- tion the qualification that the policy will issue “if approved” by the com- pany. Such qualification only saves the company the right to object to an unfair contract. Palm v. Insurance Co., 20 Ohio 529 (1851). Delivery. In the absence of any other evidence to show assent of the company to a contract of insurance, delivery of the policy must be shown. Insurance Co. v. Whitman, 75 O. 8. 312, 320 (1906). Requisites of a valid delivery. See Insurance Co. v. Whitman, 75 O. S. 312, 320. Delivery of a duly executed policy, by an authorized agent, binds the company although the policy was accepted by the insured as a substitute for a policy in another company, which had revoked the authority of the same agent to act for it, the insured having no knowledge that the sub- stitution was wrongful. Insurance Co. v. Stambaugh, 76 O. S. 138 (1907). An insurance agent negotiated for the plaintiff, through underwriters, a policy in one company. A few months later the underwriters notified © the agent that the company would cancel the policy. The agent assented for the plaintiff but said that he would take the usual five days to obtain — other insurance. Thereupon the underwriters offered to rewrite the policy in another company. The plaintiff, through the agent, assented, and @ new policy was delivered the same day at two o’clock. A fire occurred at six o’clock. Held, that the court properly submitted to the jury the question as to the time the contract took effect, and the finding of the jury that it went into effect at the time of delivery is not contrary to law. Ensel v. Lumber Ins. Co., 88 O. S. — (1913). Before payment of premium. A policy takes effect before payment of premium in the absence of a stipulation on the subject. See Plato v. Insurance Co., 3 C. C. n. s. 207; 18 C. D. 35 (1901) ; aff’'d, no rep., 68 O. S. 701. An agent authorized to make contracts of fire insurance and issue — policies may waive payment in cash of the premiums and give time for payment, unless there are restrictions in the policy of which the insured has notice; and such waiver may be express or implied. Machine Co. v. Insurance Co., 50 O. S. 549 (1893). Where, under an arrangement with the insured by which his insur- 1849 INSURANCE OTHER THAN LIFE. G.C. § 9587 ance was to be maintained up to a specified amount by renewals or new policies, it was the custom of the agent to charge the premiums as policies were issued, or renewed, and have periodical settlements with the insured, when the premiums would be paid, a credit for a premium so charged to the next settlement period may be implied. Machine Co. v. Insurance Co., 50 O. S. 549 (1893). Cancellation of policies. See § 9577 and note. Renewal. Where an agreement was made between an insurance company and a policyholder to renew the policy, nothing being said as to a change in its provisions, and a renewal policy, containing a new clause which materially affected the right of the policyholder te recover, was delivered but not read by the insured, the insured upon discovering the change may have the policy reformed by striking out the added clause. Under the circumstances the insured was held not guilty of laches. Roberts v. Insurance Co., 2 Ohio App. 463; 21 C. C. n. s. 433 (1914); s. ¢., 27 O. C. A. 10; 28 C. D. 253; motion to cer- tify record overruled, 13 O. L. R. 420. Insurable interest. The following have been held to have an insurable interest: Vendee in possession under a land contract, who has paid a part of the purchase money. Insurance Co. v. McCulloch, 21 O. S. 176 (1871). Little v. Insurance Co., 9 N. P. n. s. 377; 20 L. D. 315 (C. P. 1910). Owner of an equitable interest. Little v. Insurance Co., 9 N. P. n. s. 377; 20 L. D. 315 (C. P. 1910). Mortgagee. See Brewing Co. v. Insurance Co., 81 O. 8. 1 (1909). Insurance Co. vy. Krumm, 12 C. C. n. s. 364 (1909). Husband in dwelling house used as homestead, the legal title being in his wife, and the policy being issued to husband and wife jointly. Webster v. Insurance Co., 53 O. S. 558 (1895). Landlord in permanent improvements and fixtures placed in the building by a tenant. Insurance Co. v. Carson, 17 W. L. B. 357 (Super. Ct. Cin.). A wife having no individual interest in a crop, raised on shares by a third person under a contract with her husband who subsequently became insane, has no insurable interest which will support a policy issued to the wife and third person jointly. Nessley v. Insurance Co., 10 N. P. n. 8. 59 (C. P. 1908). | ‘A stockholder has no insurable interest in property belonging to the corporation. Phillips v. Insurance Co., 20 Ohio 174 (1851). 2 ae | oe A total alienation of the property by the insured extinguishes his in- ee interest, although the policy contains no condition against aliena- ion. , West v. Insurance Co., 27 O. S. 1, 7 (1875). Manufacturing Co. v. Insurance Co., 10 O. S. 348 (1859). : 1 The policy does not pass to the grantee of the property by operation of law. Gilbert v. Port, 28 O. S. 276 (1876). f But an invalid judicial sale, which is subsequently set aside, does not extinguish the insurable interest of the mortgagor in possession. Insurance Co. v. Sampson, 38 O. 8S. 672 (1883). G. C. § 9587 OHIO PRIVATE CORPORATIONS. 1850 PROVISIONS, TERMS AND CONDITIONS OF POLICY. Where a life insurance policy was accepted by the insured, remained in his possession for nine years, and nine annual premiums were paid by him, he is conclusively presumed to have knowledge of all the stipulations and provisions of the policy. Insurance Co. v. Hook, 62 0. 8. 256 (1900). Construction. Policies of insurance should be construed, like other contracts, so as to give effect to the intention and express language of the parties. Insurance Co. \v. Myers, 62 O. S. 529 (1900). West v. Insurance Co., 27 O. 8. 1 (1875). A policy should be construed strongly against the insurer and liber- ally in favor of the insured. Swander v. Insurance Co., 1 C. C. n. s. 233, 237; 15 C. D. 3 (1903). Holterhoff v. Insurance Co., 3 Am. L. R. 272 (1874). Snapp v. Insurance Co., 8 O. S. 458, 461 (1858). i See Insurance Co. v. Schild, 69 O. 8. 136, 139 (1903). Exceptions in a policy should be strictly construed, and where there — are two interpretations which are equally fair, the one which gives the greater indemnity should prevail. Blackwell v. Insurance Co., 48 O. S. 533, 540 (1891). Provisions for disabilities and forfeitures should, when the intent — is doubtful, be strictly construed against those for whose benefit they are introduced. Webster v. Insurance Co., 53 O. S. 558 (1895). Swander v: Insurance Co., 1 ©. C. n. s. 233, 235; 15 C. D. 3 (19038). Ensel v. Insurance Co., 88 O. 8. 269 (1913). But where the language has a plain meaning, and is not inconsistent with other clauses or provisions of the policy, effect must be given to it. Transportation Co. v. Insurance Co., 170 Fed. 279 (C. C. A. 1909). In case of conflict between the printed provisions of a policy and those inserted in writing at the time the contract is executed, the latter will — prevail. Bank v. Insurance Co., 83 O. S. 309 (1911). But the special provision will override the general provision only | where the two can not stand together. If reasonable effect can be given ~ to both, each will be retained. Insurance Co. v. Roost, 55 O. 8. 581 (1897). P A condition, in a printed form of policy, of doubtful meaning sus- ~ ceptible of two or more constructions, will be construed most favorably — to the insured. .C208@, (D25390; A mortgagor is not the agent of the mortgagee in procuring insurance on the mortgaged property for the benefit of the mortgagee as his in- terest may appear and in accordance with an agreement so to do. And where the mortgagee was not a party to the procuring of the policy, and had no knowledge of fraud, fraudulent representations and conceal- ments on the part of the mortgagor in procuring the insurance constitute no defense against the mortgage. Insurance Co. v. Boland, 8 C. C. n. s. 325 (1904); aff'd, no rep., 72 O. S. 645; 73 0. S. 393. Construction of ambiguous clause relating to binding effect on mort- gage, of conditions in policy. See Bank v. Insurance Co., 83 O. S. 309, 336 (1911). A policy for the benefit of a mortgagee as additional security pro- vided that the insured could not “demand or recover” any part of the insurance until the mortgaged property was exhausted. -Upon a total loss the mortgagee was held entitled, under § 9583, to maintain an action on the policy before it was determined by a foreclosure and sale how much of the insurance money was required to pay the mortgage debt. Insurance Co. v. Mirick, 38 W. L. B. 172 (1897). A stipulation in the policy, that its conditions and provisions should apply to the interest of the mortgagee, renders inapplicable as to the mortgagee conditions avoiding the policy for (a) non-opera- tion of a manufacturing plant, (b) foreclosure proceedings and (ce) as to vacancy of the premises. (A different rule prevails in federal courts.) Trust Co. v. Insurance Co., 1 Ohio App. 447; 17 C. CG. n. s. 411; 24 C. D. 218 (1913). It has been held that a mortgagee under the so-called “union mortgage clause” of the standard fire policy of New York, New Jersey and Connecti- cut may recover on the policy although neither he nor the mortgagor present proof of loss as required of the “insured” by a condition in the policy. “Insurance Co. v. Krumm, 12 C. C. n. s. 364 (1909). Compare Brewing Co. v. Insurance Co., 81 O. 8S. 1 (1909). Other insurance. Additional insurance increases -the risk, as a matter of law, and a condition avoiding the policy, if other insurance is placed on the property, is not prohibited by § 9583. Sun Fire Office v. Clark, 53 O. S. 414 (1895). Other insurance placed on property, without the consent of the insurance company, in violation of a condition avoiding the policy there- for, defeats recovery on the policy, unless the condition is waived by the company or an authorized agent. McBee v. Insurance Co., 11 N. P. n. s. 75 (C. P. 1910). Insurance Co. v. France, 51 O. S. 604 (decided without opinion. 1894). Sun Fire Office v. Clark, 53 O. S. 414 (1895). 1857 INSURANCE OTHER THAN LIFE. G. C. § 9587 A condition against other insurance in a policy issued to a railroad on a warehouse was held to be violated by subsequent insurance covering the warehouse and other property of the railroad. Insurance Co. v. Railroad Co., 28 O. 8. 69 (1875). A condition against other insurance in a policy issued to a lessor, is not violated by other insurance procured by his lessee, in the name of the lessor, with loss payable to lessee, without the knowledge of the lessor. Insurance Co. v. Carson, 23 W . L. B. 224. See Bates v. Insurance, Co., 2 C. 8. C. R. 195 (1872). The procuring of new policies which never took effect, because of conditions therein, was held not to be a violation of a condition against other insurance. Insurance Co. v. Holt, 35 O . S. 189 (1878). Where a contract for intermediary insurance and for a policy on the same risk was made subject to the conditions in the printed policy, which required all additional insurance to be endorsed on the policy, it was held that no endorsement was required to be made on the contract for intermediary insurance. Insurance Co. v. Holt, 35 O. S. 189 (1878). A slip attached to the policy providing that ‘‘other concurrent insurance permitted to the amount of $........ ?? was held to be a waiver of the condition against other insurance except by agreement added to the policy, where the agent had knowledge of the other insurance, before the policy was issued. McKelvey v. Insurance Co., 1 Ohio App. 184; 20 C. C. n. s. 88; 24 C. D. 443 (1913). A provision in a policy limiting the liability of the insurer to its proportion of the loss, in the event of other insurance, is valid as to personal property but is in- violation of §§ 9583 and 9584 as to build- ings. Insurance Co. v. Dennison, 93 O. S. 404 (1916). Where a question in an application regarding other insurance was not answered, a condition requiring notice of prior insurance was held to Le waived. Insurance Co. v. Kelly, 24 O. S. 345 (1873). Where the application was filled in by the agent, who was told by the applicant that he had other insurance, but the agent wrongly entered in the application that there was no other insurance, the condi- tion against other insurance is no defense to the company. Herbert v. Insurance Co., 3 ©. C. n. s. 7; 13 C. D, 235 (1901); aff'd, no rep., 68 O. S. 687. Evidence that an agent of the insured called, by telephone, the office of the insurance company and notified the person answering the call that additional insurance had been taken out, and that the reply was “all right,” has been held competent. Insurance Co. v. Hock, 8 C. C. 341; 4 C. D. 553 (1894) ; affirmed without passing on the effect of the evidence as to notice by telephone, 56 O. S. 735. Reformation of a policy to provide for a waiver of the condition against other insurence was refused where it was not shown that the agent who solicited the insurance was authorized to waive the condition, or that the agent who wrote the policy consented to the waiver or had knowledge of other insurance. McBee. v. Insurance Co., 11 N. P. n. s. 75 (C. P. 1910). As to vacancy. A condition avoiding the policy if the building shall become vacant, unoccupied or uninhabited, without the knowledge or con- sent of the insurer, is valid, and there can be no recovery under the _ policy for a loss by fire while the building is vacant. G. C. § 9587 OHIO PRIVATE CORPORATIONS. 1858" Insurance Co. v. Werner, 76 O. S. 543 (1907); approving Insurance ~ Co. v. Wells, 42 O. S. 519 (1885) ; overruling Moody v. Insurance — Co., 52 O. S. 12. (1894); (and reversing 6 N. P. n. s. 514; 16m L. D. 524; 1 Hosea 405). q Such a condition is not inconsistent with § 9583 and it is not necessary for the insurance company to allege and prove that the risk. was increased by the vacancy. 4 Insurance Co. v. Werner, 76 O. S. 543 (1907). Under such a condition a policy is avoided where a tenant moves out and leaves the house vacant, without the knowledge of the owner. Insurance Co. v. Wells, 42 O. S. 519. A condition against non-operation of a manufacturing plant for © more than 30 consecutive days is not nullified by a rider reading: ‘‘privilege of temporarily ceasing operations, not exceeding thirty days at any one time, without notice to the company.’’ Watson v. — Insurance Co., 23 C. C. n. s, 363; 26 C. D. 351 (1918). Where a tenant moved out, and the son of the owner slept in the © house during the day and worked nights, having only a cot, a chair and an ~ alarm clock in the house; and the family of the owner resided next ~ door and obtained water from a cistern in the kitchen of this house, and — the owner went through the house every day, and a fire occurred late at night, it was held that in legal effect the house was unoccupied. Insurance Co. v. Baldwin, 62 O. S. 368 (1900). Where the agent of the company has knowledge of the vacancy, the condition is waived. ; ‘= Insurance Co. v. McBee, 12 C. C. n. s. 228; 21 C. D. 469 (1909); aff'd, 85 O. S. 161. el Where the condition of manufacturing property was the same at the time the policy was written and delivered as it was at the time of the fire, a condition against vacancy and non-operation will not defeat — recovery. ‘ Gump v. Insurance Co., 15.C. C. n. 8. 428; 24 C. D. 36 (1912).; afd no rep., 86 O. S. 325. : But where the policy provided that no agent should have power ~ to waive any condition of the policy, except in writing endorsed on the policy, it was held that knowledge by the agent that the estab-— lishment was idle, at the time the policy was written and thereafter — remained idle, did not entitle the insured to recover. Watson YV.— Insurance Co., 23 ©. CG. n. s. 363; 26 C. D. 351 (1913); not following — Gump v. Insurance Co., supra. a A condition against vacaney does not avoid a policy as against @ mortgagee, under certain forms of mortgage clauses. Trust Co. VW. — Insurance Co., 1 Ohio App. 447; 17 C. OC. n. s. 411; 24 C. D. 2185 (1913). As to change in location of property. Under a stipulation that “this policy shall become void, unless consent in writing is endorsed by the company hereon, if any change takes place in the location of the prop- — erty,” the insured may recover for the loss of chattels destroyed at a9 location to which they were removed with the insurer’s consent, not- withstanding their previous removal to another location without such consent. Insurance Co. v. Burget, 65 O. 8. 119 (1901); affirming 17 C. C. 619. Such a stipulation should be construed with reference to its purpose — and, thus construed, it does not exempt the insurer from liability because — of a change in the location of insured chattels without its consent if th hazards of such location are not operative at the time of loss. Insurance Co. v. Burget, 65 O. S. 119 (1901). 1859 INSURANCE OTHER THAN LIFE. G. C. § 9587 Where goods insured “while located and contained as described herein and not otherwise” are removed to another location, without consent of the company endorsed on the policy, as required by the policy, there can be no recovery for a loss after the removal, notwithstanding the insured notified the agent of the company of the proposed removal, and the agent promised to see that proper entries were made to preserve the insurance. Walsh v. Insurance Co., 6 C. C. n.s. 1; 17 C. D. 3138 (1905). (The wording of the stipulation in this case differed from that in- volved in Insurance Co, v. Burget, 65 O. S. 119 supra). See also Insurance Co. v. Vorhis, 1 C. C. 326; 1 C. D. 180 (1885). Under a policy on household goods and chattels “all contained in the above described dwelling,” the company is not liable for loss by fire of a toy patrol wagon while standing in the yard of the premises and near to, but not within, the dwelling, and which had never been kept within the dwelling Bruck v. Insurance Co., 5 O. L. R. 46; 17 L. D. 751 (Go. Rei 190%) Use of premises. Where the policy stipulates that it shall be void if certain kinds of business, enumerated in the policy, and called “hazardous” or “specially hazardous” are carried on in the premises, a violation of such stipulation avoids: the policy whether the risk is in- creased or not. Matthews v. Insurance Co., 2 ©. S. C. R. 109 (1872). Harris v. Insurance Co., 4 O. S. 285 (1854). But a temporary use of premises for such prohibited use, for the purpose of repair, was said not to avoid the policy. Harris v. Insurance Co., 4 O. S. 285 (1854). See Insurance Co. v. Frick, 2 Am. L. R. 336. A stipulation avoiding the policy if “gasoline, or any of the pro- ducts of petroleum or coal oil are deposited, stored or kept, or used for light in the premises,” was held not violated where gasoline was kept in a tank underground, thirty-five feet from the buildings insured, and vaporized by means of machinery, and the vapor conveyed into the building in pipes, and used to light the buildings. Insurance .Co. v. Sinclair, 1 C. C. 498; 1 C. D. 276 (1886) ; aff'd, no rep., 25 W. L. B. 153. See Insurance Co. v. Insurance Co., 5 O. S. 450 (1856). Insurance Co. v. Brown, 16 ©. ©. n. s. 518, 522 (1905). Nor is such a stipulation violated by keeping gasoline in a pint bottle near the gasoline engine, for use in starting the engine, where the main supply of gasoline is kept in a separate building, and where the insurer’s agent knew that the premises were used for manufacturing, with power generated by such engine. Gump v. Insurance Co., 15 C. C. n. s. 428; 24 C. D. 36 (1912); aff'd, no rep., 86 O. S. 325. And where the insurer’s agent knew that the premises were lighted by gas generated on the premises, recovery is not defeated by a provision that ‘‘this entire policy (unless otherwise provided by agreement endorsed thereon or added thereto) shall be void .. - if illuminating gas or vapor be generated in the deseribed building. Insurance Co. v. Roberts, 27 O. O. A. 10; 28 C. D. 253 (1915); motion to certify record overruled, 13 O. L. R. 420; s. ¢, 2 Ohio App. 463; 21 C0. C. n. 8s. 433. Under a stipulation avoiding the policy if certain articles were kept on the premises, the insured can not recover by showing a custom to keep small quantities as a part of stock of merchandise. Beer v. Insurance Co.. 39 O. S. 109 (1883). See Insurance Co. v. Corey, 8 West L. J. 470 (1851). G. C. § 9587 OHIO PRIVATE CORPORATIONS. 1860 Under a floating policy covering all merchandise ‘‘situated any- where in the United States except while on premises occupied by the insured for manufacturing purposes’’ the exception apples only to places where actual work of manufacturing is carried, on, and does » not include raw materials stored in a separate building adjacent to a manufacturing plant. Insurance Co. v. Sherwin-Williams Co., 23 C, C. n. s. 390 (1913). Excepting certain risks. A provision in a policy that the insurance company “shall not be liable for loss caused directly or indirectly by riot” exempts it from all loss due to riot, whether from fire or otherwise, and where the building was destroyed by a fire which had spread from another building set on fire by rioters, the company was held not liable: Insurance Co. v. Whitelaw, 1 C. C. n. s. 412; 15 C. D. 197 (1903) 5 __ aff'd, no rep., 73 O. S. 365. ; The printed part of a policy provided that “this insurance does not apply to or cover any loss by explosion, unless fire ensues, and then the © loss or damage by fire only.” A special clause, attached to the policy — provided “that this policy insures against any loss or damage caused by — lightning . . . subject in all other respects to the terms and conditions of the policy.” A quantity of powder stored in a powder house in the - neighborhood was struck by lightning, and the force of the explosion of the powder totally destroyed the property insured. Held, that the ~ loss being occasioned by the explosion which was excepted from the risk, the company was not. liable. Insurance Co. v Roost, 55 O. Ss 581 (1897). See also Insurance Co. v. Parker, 23 O. S. 85 (1872). Insurance Co. v. Foote, 22 O. S. 340 (1872). Iron safe clause. A stipulation requiring the insured to keep a set — of books containing a complete record of business transacted, does — not make it necessary for the insured to keep a scientific set of books. Books from which it is possible to fairly ascertain the amount of goods ~ on hand at the time of the fire, are sufficient. } Insurance Co. v. Clark, 2 C. C. n. s. 585; 14 C. D. 33 (1902). A Insurance Co. v. Kistner, 5 C. C. n. s. 165; 16 C. D. 569 (1904); reversed on other grounds, 75 O. S. 374. “7 The fact that the cash book of a country store had not been placed in the safe at ten o’clock at night, and was destroyed by a fire occur-~ ring at that hour, does not constitute a defense under the iron safe clause, — where a lunch counter connected with the store was in operation at that — hour. na Insurance Co. v. Kistner, 5 C. C. n. s. 165; 16 ©. D. 569 (1904); — reversed on other grounds, 75 O. S. 374. i Where the insured kept his books in his store only in the day time ~ when in use, and at his house when not in use, the iron safe clause was — held not to be violated. a Billings v. Insurance Co., 2 N. P. u. s. 21; 14 L. D. 387 (1904) 5 aff'd, 6\.C.°C.%n.'s. 667% 17 -OD.\662, _ And where the insured was accustomed to remove his books from the premises at night, but on the night of the fire, through forgetful- — ness of an employe, the books were left in the building and burned, — the iron safe clause does not defeat recovery, where the insured pr0> — duced the original pencil copy of his inventory, and written evidence ~ substantially showing his purchases and sales between the time when — the inventory was taken and the fire. Old Colony Co. v. Schultz, (o Ohio App. 469; 27 O. C. A. 501 (1917). * Notice and proof of loss. Where a policy stipulates that proofs” of loss must be forwarded within a reasonable time, but provides M0 1861 INSURANCE OTHER THAN LIFE. G.C. § 9587 penalty except that payment on the policy will be delayed until the proofs are furnished, the right to recover on the policy does not depend upon the time when the proofs are furnished. Insurance Co. v. Gray, 2 C. C. n. s. 265; 14 C. D. 268 (1902); aff'd, no rep., 69 O. S. 542. Trust Co. v. Insurance Co., 1 Ohio App. 447; 17 C. C. n. s, 411; 24 C. D. 218 (1913); aff’d, no rep. 92 O. S. 516. Wood v. Insurance Co., 17 N. P. n. s. 273 (1913). Under a condition avoiding the policy if proof of loss is not presented to the company within sixty days after the occurrence of a fire, failure to present the proofs within the time limit defeats recovery on the policy. Billings v. Insurance Co,. 6 C. C. n. s. 567; 17 C. D. 552 (1905) ; affirming 2 N. P. n. s..21; 14 L. D. 387. Insurance Co. v. Lindsey, 26 O. S. 348 (1875). ~ Jnsurance Co. v. McGookey, 33 O. S. 555 (1878). But notice may be waived by the insurance company, and such Waiver need not be in writing but may arise from acts and conduct of the company after expiration of the time specified. Whether acts amount to a waiver is a question for the jury. Insurance Co. v. Huce, 2 Ohio App. 299; 21 C. OC. n. s. 465; 25 C. D. 169 (1913). Notice should be given in the manner specified in the policy. Notice to the soliciting agent may be insufficient. Insurance Co. v. Silberman, 24 C. OC. n. s. 511 (1904). But an agent who is authorized to issue and countersign policies and collect premiums is a general agent and notice to him is suff- cient. Wood v. Insurance Co., 17 N. P. n. s. 273 (1913). Where a policy requires proof of loss to be made “forthwith” proof may be made within a reasonable time. Kirk v. Insurance Co., 6 W. L. B. 200 (Dist. Ct. 1881); aff'd, no rep;, lly Wi): Bim228. See Indemnity Co. v. Fletcher, 5 C . C. 633; 3 C. D. 308 (1891). “Immediate” notice means notice within a reasonable time. Crane v. Insurance Co., 3 N. P. 318; 4 N. P. 309 (Super. Ct. Cin. 1896); aff'd, no rep., 59 O. S. 617. Although an answer in a proof of loss may be wrong, and fail to give the information intended, yet where not misleading, nor harmful to the company, and the information sought is given elsewhere in the proof, the proof is sufficient. Insurance Co. v. Strong, 1 C. C. n. s. 502; 15 C. D. 101 (1901); aff'd, no rep., 68 O. S. 708. A requirement that the magistrate or notary public living nearest the place of fire certify that he has examined the circumstances and believes that the insured has honestly sustained loss to the amount stated, is complied with where the magistrate adopts and endorses the statements of the insured in his proofs, when such endorsement is based upon know- ledge and investigation. Insurance Co. v. Strong, 1 C. C. n. s. 502; 15 C. D. 101 (1901); aff'd, no rep., 68 O. S. 708. : A verbal waiver of a condition, requiring proofs of loss, is invalid Where the policy requires all waivers to be endorsed on the policy. Billings v. Insurance Co., 6 C. C. n. s. 567; 17 C. D. 552 (1905) ; affirming 2 N. P. n. s. 21; 21 L. D. 387. See Stacy v. Insurance Soc., 1 ©. C. n. s. 441; 15 C. D. 67 (1903) ; reversed, no rep., 72 O. S. 593. A waiver of the time for presenting proofs of loss may be made after expiration of the time limited in the policy therefor. , G. C. § 9587 OHIO PRIVATE CORPORATIONS. 1862 \ {: Insurance Co. v. Kukral, 7 C. C. 356; 4 C. D. 633 (1893); aff'd, ~ no rep., 51 O. S. 609. — Objections to preliminary proofs are waived, if not made when the ~ proofs are presented, and the insured is informed by the underwriters — that the claim is rejected on other grounds. Insurance Co. v. Boyle, 21 O. 8. 119 (1871). Proof of loss verified by an attorney at law for a non-resident client, the client having no knowledge of the facts, was held sufficient. - Gump v. Insurance Co., 15 C. C. n. s. 428, 24 C. D. 36 (1912); aff'd, no rep., 86° 0. S. 325. It has been held that a mortgagee, under the so-called “union mort- © gage clause” of the standard fire policy of New York, New Jersey and Connecticut may recover on the policy although neither he nor the mort- © gagor present proof of loss as required of “the insured” by a condition in the policy. Insurance Co. v. Krumm, 12 C. C. n. s. 364 (1909). Compare Brewing Co. v. Insurance Co., 81 O. S. 1 (1909). Where a stipulation in a policy gave the insurer the right to ex- amine the insured under oath, and notice was served on the insured of — the time and place of the examination and the name of the person before — whom the same was to be held, and the insured attended but refused — to submit to examination, the insured can not recover on the policy. q Mahoney v. Insurance Co., 3 N. P. n. s. 246; 16 L. D. 131 (Super. © Ct. Cin. 1905); aff’d, no rep., 74 O. S. 503. J Appraisement. (a) In case of total loss. Where the loss is total, — a stipulation requiring the amount of loss to be determined by appraisers is in conflict with § 9583. The insured need not comply with such con- dition. Insurance Co. v. Drackett, 63 O. S. 41. (1900). Insurance Co. v. Leslie, 47 O. S. 409 (1890). Insurance Co. v. Luce, 11 C. C. 476;.5 C. D. 210 -(1896). 4 Insurance Co. v. McBee, 12 C. C. n. s. 229; 21 -C. D. 469 (1909)5 — aff'd, 85 O. S. 161. bh By consenting to have the amount of loss determined by appraisers, | the insured does not waive the right to maintain an action and recover as — for a total loss. y Insurance Co. v. Drackett, 63 O. S. 41 (1900). : Insurance Co. v. Fish Co., 14 ©. C. 160; 7 C. D. 468 (1898); aff'd, — no rep., 61 0. S. 643. s Insurance Co. v. Luce, 11 C. -C.#476s 5.) Ca D210 (1896): Where an award has been made, and an action is thereafter brought — for a total loss, there can be no recovery unless a total loss is proven, — and the only question for the jury is whether the loss is partial or total. — Insurance Co. v. Gray, 2 C. C. n. s. 265; 14 C. D. 268 (1902) ; aff'd. no rep., 69 O. S. 542. -_ ll (b) Where the loss is partial. Stipulations in a policy making the ascertainment of the amount of loss by appraisers, in case of dis-— agreement between the parties, a condition precedent to an action by — the insured, are valid, when the loss is partial. The petition, in an ~ action by the insured, must allege an award by the appraisers or a legal excuse for its absence. 4 Graham y. Insurance Co.. 75 O. S. 374 (1906); (overruling In-~ surance Co. v. Finn, 60 O. S. 513). “7 Insurance Co. v. Carnahan, 63 O. S. 258 (1900). ‘i Fire’ Ass’n ‘v. Appel. 76.0.°S. 1,7" (1907). Assurance Co. v. Weinberger, 23 C. C. n. s. 246 (1912). , Under many of the forms of such stipulation, in general use, no obli- — eis 1863 INSURANCE OTHER THAN LIFE. G.C. § 9587 gation rests on the insurer to demand an appraisal, but the burden rests on the insured to show that he has performed, or offered to perform, the condition as to appraisal. Graham vy. insurance Co., 75 O. S. 374 (1906). Where the insurer, upon receiving the proof of loss, disputes the amount claimed, and demands an appraisement, a disagreement exists sufficient to be the foundation for an appraisal. Insurance Co. v. Carnahan, 63 O. S. 260 (1900). Weil v. Insurance Co., 23 C. C. n. s. 281; 27 OC. D. 263 (1914). A letter from the insurer to the insured, stating that it had reason to believe, from information before it, that the loss was caused by a eyclone and not by lightning; and also that the cash value of the prop- erty was less, and the salvage more, than claimed in the proofs, is not’ a denial of liability by the insurer, or a waiver of the stipulation for an appraisal. In such case, the insured can not give his reasons for not demanding an appraisal. Everett Co. v. Insurance Co., 9 N. P. n. s. 241, 290; 20 L. D. 171 (1909); aff'd, no rep., 81 O. S. 578. A demand by the insurer for an appraisement, accompanied by a request to the insured to meet the insurers at a time and place con- venient to, and to be designated by, the insured, for the purpose of selecting appraisers, is an offer to perform. A neglect to comply with such demand, under a claim that there was no disagreement as to the amount of loss until the goods saved were sold by the insured, is a refusal to perform on the part of the insured. Insurance Co. v. Carnahan, 63 O. S. 260 (1900). Where appraisers are chosen, and begin work, but the appraisment is stopped before completion, or the award is made invalid by default of one of the parties, the other party is not bound to enter into a new appraisement, when not required by the policy. : Fire Ass’n v. Appel, 76 O. S. 1 (1907). Where the appraiser appointed by the insurer withdraws, without the fault of either party, and refuses to proceed further, it is the right and duty of the insurer to choose another. Where the insurer refuses to choose another appraiser, or proceed further, but demands a new ap- praisement, such conduct is a waiver of the condition. Fire Ass’n v. Appel, 76 0. S. 1 (1907). The insurer has no right to refuse to appoint an appraiser, as provided in the policy, on the ground that work has been done toward restoring the building. Hartford Ins. Co. v. Storage Co., 9 Ohio App. 403; 28 O. C. A. 273 (1918). A stipulation for an appraisement was held not to be a stipulation for an arbitration, and where the appraisers and umpire had before them a list of the property destroyed, and the insured’s statement in de- tail as to his loss, the appraisment was not sét aside because the ap- praisers refused to hear evidence. Such a submission is not to be judged by the rules applicable to arbitration and award. Insurance Co. v. Ries, 80 O. S. 272 (1909). Compare Insurance Co. v. Romeis, 15 C. C. 697; 8 C. D. 633 (1898). A mortgagee, holding a policy with the usual “mortgage clause” attached, making the loss. if any, payable to him as his interest may ap- pear, is in the absence of fraud or collusion, bound by the award of ap- Praisers, required and provided for in the policy, although he was not a party to, and had no notice of. the appraisement or award. Brewing Co. v. Insurance Co., 81 O. S. 1 (1909); affirming 11 C. C. WP H2890 QO0C A Dxi890: r Denial of liability by an adjuster, on the ground that the insured had himself caused the fire, is not a waiver of an appraisal, in the G. C. § 9587 OHIO PRIVATE CORPORATIONS. 1864 1 absence of evidence showing that the adjuster was authorized by the company to deny liability. Assurance Co. v. Kehoe, 24 C. C. n. gs, 465 (1913). - Where the insured alleged that there was no disagreement as to the amount of loss and that he had performed all the conditions on his part to be performed, such allegations are not put in issue by a general denial. Insurance Co vy. Titus, 82 O. S. 161 (1910). Where there is concurrent insurance, and an appraisement was had, the amount recoverable is limited to a proportionate amount of the loss so determined, and the insured can not recover more unless the appraise- ment is void or is set aside. If only voidable he should in his petition unite a cause of action to set it aside. If void he may plead its in- validity in his reply, where performance of all conditions is alleged in the petition. Insurance Co. v. Ries, 80 O. S. 272 (1909). A former statute (Rev. Stats. § 3643b) requiring arbitrators to be residents of the county in which the loss occurred was held constitutional. Insurance Co. v. Packet Co., 6 N. P. 173; 7 L. D. 571 (Super. Ct. Cin. 1898). Limiting time for bringing suit. A provision in a policy limiting the time within which suit may be brought thereon is valid, provided the period of limitation is not unreasonaBle. Appel v. Insurance Co., 76 O. S. 52 (1907). f (Twelve months) Insurance Co. v. Schwan, 1 C. C. 192; 1 ©. D. 105 (1885). (Six months) Insurance Co. v. Howle, 19 C. C. 621; 10 C. D. 290 (1900). *See Insurance Co v. Gierl, 16 C. C. 294; 9 C. D. 162; aff’d, no rep., STOPS. 6713 A provision that “no suit or action . . . shall be sustainable nor unless commenced within six months next after the fire” is unambiguous and will be enforced in a suit on a policy commenced more than six months after the date of the fire, where no extrinsic facts are alleged excusing delay in bringing the suit. Appel v. Insurance Co., 76 O. S. 52 (1907). The time begins to run from the date of fire notwithstanding the policy also contains a provision “that the loss shall not be payable until sixty days after proofs of loss have been received by the company.” Insurance Co. v. Appel, 76 O. S. 52 (1907). Where a provision required suit to be brought within twelve months after the loss, it was held that the time began to run from the time of the fire. Insurance Co, v. Schwan, 1 C. C. 192; 1 C. D. 105 (1885). Meyer v. Insurance Co., 6 N. P. 34; 7 L. D. 573. Where a petition shows on its face that suit is brought after the time limited, a sufficient excuse for the delay must be alleged. Minerick v. Insuranee Co., 1 Cleve. L. R. 217. See Meyer v. Insurance Co., 6 N. P 84; 7-L. D. 573830 aff'd; 9 L.-Di 596. But where suit is brought within the twelve months stipulated time, and fails otherwise than on its merits, a second suit brought within twelve months after dismissal of the first suit may be main- tained, although brought more than twelve months after the fire. G. C. § 11233; Cortesi v. Insurance Co., 5 Ohio App. 109; 25 CO. C. n. 8. 509 (1915); motion to certify record overruled, 14 O. L. R. 193. The waiver of a proof of loss and the denial of liability under the 1865 INSURANCE OTHER THAN LIFE. G.C. § 9587 policy is a waiver of a condition providing that the suit shall only be brought after sixty days after proof of loss. Insurance Co. v. Kukral, 7 C. C. 356; 4 C. D. 633 (1893); aff'd, no rep., 51 O. S. 609. A provision in a Lloyd’s policy that “no action shall be brought to enforce the provisions.of this policy, except against the general manager as attorney in fact and representing all of the underwriters, and each of the underwriters hereby agrees to abide by the result of any suit so brought,” is valid and binding. Transportation Co. v. Gilchrist, 2 C. GF mo 906053. 114) Cy D.S185 (1902). Gilchrist v. Transportation Co., 21 Cc. C. 19; 11: C. D. 350 (1900). A policy limitation as to the time of bringing suit has been held binding upon the guardian of an imbecile. Stradley v. Insurance Co., 21 N. P. n. s. 286 (1918). Subrogation. Where the insured property is destroyed through the wrongful act or neglect of a person other than the insured, the in- surer, upon payment of the loss, is subrogated to the rights of the in- sured against such third person. Oil Co. v. Insurance Co., 15 ©. C. 355; 8 C. D. 145 (1898). Railroad Co. v. Falk, 62 O. S. 297 (1900). See Shields v. Cincinnati Traction Co., 13 N. P. n. 8. L33eiCCaes 1911). In an action brought by the insured against a railroad company under G. C. § 8970, the insurance company, having made payment of a portion of the loss, may intervene for the purpose of being subrogated to the extent of its payment. The amount recovered should be adjudged to the insured and insurer according to the interest of each. Railroad Co. v. Falk, 62 O. S. 297 (1900) ; affirming 16 C. C. 125; SC) Dey (OD. The insurance company has no greater rights than those of the insured. Insurance Co. v. Railway, 74 0. S. 30, 36 (1906). Where the interest of the insured was acquired from a railroad company by written contract, in which he agreed to demolish the building and release the railroad from all damage by fire caused by it, and the underwriters inspected the risk before writing ‘the policy, and did not inquire for the contract nor ask questions about it, the policy was held not invalided thereby, there being no express stipulation for forfeiture for such cause. Ensel v. Insurance Company, 88 O. S. 269 (1913). A provision in a policy for subrogation can only be used to work a forfeiture strictissime juris. It is inserted by the insurer for its own benefit and is to be construed most strictly against the insurer and in favor of the insured. Ensel v. Lumber Insurance Co., 88 O. S. 269 (1913). Where the insurer refused, on request, to contribute to the prose- eution of an action against the wrong-doer, and, after payment of the insurance, the insured recovered a judgment against the wrong-doer, he is liable to the insurer for no more, if anything, fhan the surplus of the amount recovered from the wrong-doer, which remains after full satisfaction of his uncompensated loss, and expenses of recovery. Newcomb v. Insurance Co., 22 0. S. 382 (1872). Where the insurer pays part of the loss, and agrees with the insured to jointly sue the wrong-doer, the insured can not compromise and dis- miss the action without consent of the insurer. In such ease the insurer mav bring suit against the insured for a violation of the agreement and of his duty as a trustee. Insurance Co. v. Stang, 18 C. C. 464; 9 C. D. 576 (1897). G. C. § 9589-1 OHIO PRIVATE CORPORATIONS. 1866 4 Compromise with insured. Where, by threats of a groundless crim: — inal prosecution, an insured is induced to accept less than the amount — justly due on his policy, and to surrender to the policy, he may sue for — the balance due without tendering back the money so received. . Insurance Co. vy. Hull, 51 0. S. 270 (1894). But where acceptance of the less sum was not induced by threats ~ of a criminal prosecution, but the liability of the insurer was in dispute, the insured can not sue without returning or tendering back the amount — received, although the settlement was procured by fraudulent representa- — tions. ™ Insurance Co. v. Burke, 69 O. S. 294 (1903). Fraud or mistake in inducing a compromise must be pleaded. Casualty Co. v. Jordan, 3 O. L. R. 133; 17 C. D. 696 (1905). Section 9588. (Restrictions in advertisements.) No fire insurance company, organized under the laws of this state, © or admitted to do business therein, in any public advertise- — ment, card, or circular, shall include in a statement of assets, — any item of value, of a class or character not admitted by the superintendent of insurance of this state in the annual — reports of such companies. And every such advertisement, ecard, or circular, containing a statement of assets, in all — cases also must contain a full statement of all the liabilities — of the company, including the reinsurance reserve, Which in no case shall be less than that required by law for its annual — report. (R. 8. Sec. 3661a; April 25, 1904, 97 v. 419; April 12, 1880, 77 v. 185). . q The sale of a fire insurance agency business, with good will, does not affect the right of the insurance companies to revoke the author- — ity of the purchaser and to appoint a new agent. Custom of insur- ~ ance agents does not entitle the purchaser to an injunction against — the new agent, to prevent the securing of renewals by the new ~ agent. Bryson ©o. v. Archer, 18 C. C. n. s. 437 (1912); ‘aff’d, no rep. ~ 89 O. S. 413. : Section 9589. (Forfeiture.) Any violation of the pre- ceding section, after the second notice from the superin- © tendent of insurance will render such company liable to a © forfeiture of one thousand dollars, and each subsequent ~ violation to a like forfeiture to be recovered for the benefit: of the common school fund of the county, in an action to be — instituted by the prosecuting attorney in the name of the ~ state, against such company. (R. 8S. Sec. 3661b; April 12 1880, 77 v. 185, 186.) a Section 9589-1. (Rebates and special advantages in poli- cies, etc., prohibited.) No corporation, association or C0- partnership engaged in the state of Ohio in the guaranty, ~ bonding, surety or insurance business, other than life insur ance, nor any officer, agent, solicitor, employe or representa- 1867 INSURANCE OTHER THAN LIFE. G. C. § 9589-2 tive thereof shall pay, allow or give, or offer to pay, allow or give, directly or indirectly, as inducements to insurance, and no person shall knowingly receive as an inducement to insurance any rebate of premium payable on the policy, nor any special favor or advantage in the dividends or other benefits to accrue thereon, nor any paid employment or con-. tract for services of any kind or any special advantage in the date of the policy or date of the issue thereof, or any valuable consideration or inducement whatsoever not plainly specified in the policy or contract of insurance or agreement of indemnity, or give or receive, sell or purchase, or offer to give or receive, sell or purchase, as inducements to insur- ance or in connection therewith any stock, bonds, or other obligations of an insurance company or other corporation, association, partnership or individual. But the provisions of this act shall not apply, however, to prevent the payment to a duly authorized officer, agent or solicitor of such com- pany, association or co-partnership of commissions at cus- tomary rates on policies or contracts of insurance effected through him by which he himself is insured, provided such officer, agent or solicitor holds himself out as such and has been engaged in such business in good faith for a period of six months prior to any such payment; nor shall this act pro- hibit a mutual fire insurance company from paying dividends to policyholders at any time after the same has been earned. (April 13, 1911, 102 v. 81; April 12, 1910, 101 v. 117.) See § 644-3. This section does not prohibit agents from extending credit for premiums. Rep. Atty. Gen. 1912, p. 734. A For similar statute applying to life insurance companies, see §§ 9404- 406. Section 9589-2. (Testimony. Incrimination.) No person shall be excused from attending or testifying or producing any books, papers or other documents before any court or magistrate having jurisdiction, upon any investigation, pro- ceeding or trial for a violation of any of the provisions of this act, upon the ground or for the reason that the testi- mony of evidence, documentary or otherwise, required of him may tend to incriminate or degrade him, but no person shall be prosecuted or subject to any penalty or forfeiture for or on account of any transaction, matter or thing con- cerning which he may so testify or produce evidence, docu- mentary or otherwise, except for perjury committed In so testifying. (April 13, 1911, 102 v. 81; April 12, 1910, 101 y. 117.) G. C. § 9590 OHIO PRIVATE CORPORATIONS. 1868 Section 9589-3. (Penalty.) Every corporation which shall violate any of the provisions of this act, upon convic-— tion thereof, shall be fined in any sum not less than one hundred dollars and not exceeding five hundred dollars to be recovered by action in the name of the state, and every officer, agent or solicitor, or other person who shall violate — any of the provisions of this act, upon conviction thereof — shall be fined in any sum not less than one hundred dollars nor exceeding five hundred dollars, and of the fines which shall be levied and collected for the violation of any of the provisions of this act, shall be paid to the county treasurer for the benefit of the common school fund. (April 13, 1911, © 102 v. 81; April 12, 1910, 101 v. 117.) 4 Section 9589-4. (Revocation of license.) It shall be the ~ duty of the superintendent of insurance upon conviction of any agent for violation of any of the provisions of this act, to revoke the license of the agent so offending, and no license ~ shall be’ granted to such agent for a period of three years after such revocation. (April 13, 1911, 102 v. 81; April 12, 1910, 101 v. 117.) 7 Section 9590. (Annual report. Contents. Reinsurance.) — The president or vice-president and secretary of each insur-_ ance company organized under the laws of this or any other state, and doing business in this state, annually, on the first — day of January, or within sixty days thereafter, shall pre- pare, under oath, and deposit in the office of the superinten- ~ dent of insurance a statement of the condition of such com: ~ pany on the thirty-first day of December then next preced- — ing, exhibiting the following facts and items, and in the fol- lowing form: a First. The amount of the capital stock of the company, specifying the amount paid and unpaid. Second. The property or assets held by the company, ~ specifying: a 1. The value of the real estate owned by such company, — where it is situated and the value of buildings thereon. a 9. The amount of cash on hand and deposited in banks — to the credit of the company, specifying in what banks it 18 deposited. ~~ 8. The amount of cash in the hands of agents and m course of transmission. | “a 4. The amount of loans secured by bonds and mort-— gages, which are first liens on real estate, and on which there is less than one year’s interest due. 4 1869 INSURANCE OTHER THAN LIFE. G.C. § 9590 5. The amount of loans on which interest has not been paid within one year. 6. The amount due the company on which judgments have been obtained and the cash value thereof. 7. The amount of stocks in this state, the United States, of any city of this state, and of any other stocks owned by the company, specifying the amount, number of shares, and the par and market value of each kind of stock. 8. The amount of stock held as collateral security for loans with the amount loaned on, and the par and market value of each kind of stock. 9. The amount of unpaid assessments on stock, premium notes or contingent liabilities. 10. The amount of interest due and unpaid and the amount of interest accrued but not due. 11. The amount of premium notes or contingent liabili- ties on which policies are issued. 12. The number of policies in force. 13. The amount insured under all policies in force. 14. The amount of premiums received thereon. 15. The amount and description of all other assets. Third. The liabilities of the company, specifying: 1. The amount of losses due and unpaid. 2. The amount of claims for losses resisted by the com- pany. 3. The amount of losses incurred during the year, in- cluding those claimed and not due, and those reported to the company upon which no action has been taken. 4. The amount of dividends declared and due and unpaid. 5. The amount of dividends either cash or scrip, de- clared but not due. 6. The amount of money borrowed and the security given for its payment. ; 7. The amount required for reinsurance, being in stock companies a sum equal to fifty per cent of the whole amount of premiums, received and receivable on unexpired risks and policies running one year or less from date of policy and a pro rata amount of all premiums, received and receivable, on unexpired risks and policies running more than one year from date of policy; and in mutual companies a sum equal to fifty per cent of the cash premiums on unexpired risks and policies running one year or less from date of policy and a pro rata amount of all cash premiums on unexpired risks and policies running more than one year from date of policy. But all companies shall be charged the full amount G. C. § 9591 OHIO PRIVATE CORPORATIONS. 1870 of premiums, received and receivable, on all unexpired ocean and marine risks. 8. The amount of all other existing claims against the company. A; 9 Fourth. The income of the company during the preced- ing year, specifying: The amount of cash premiums received. 2. The amount of notes or contingent assets received for premiums. 3. The amount of interest money received. 4. The amount of income received from other sources. Fifth. The expenditure during the preceding year, speci- fying: . 1. The amount of losses paid during the year, stating how much of them accrued, prior, and how much subsequent to the date of the preceding statement, and the amount at which losses were estimated in each preceding statement. 2. The amount of dividends paid during the year. 3. The amount of expenses paid during the year, includ- ing commissions and fees to agents and officers of the com- pany. 4. The amount paid for taxes. 5. The amount of all payments and expenditures. 6. Amount of script dividend declared. (110 v. 16; R. S. See. 3654; April 26, 1904, 97 v. 444: May 9, 1894, 91 v. 211; April 11, 1893, 90 v. 159; April 17, 1891, 88 v. 308 ; April 14, 1888, 85 v. 273, 276; R. S. 1880; 70 v. 147, § 18; 8. & 8.211.) A company organized under a special charter, before the adoption of the constitution of 1851, is subject to such reasonable regulations as the legislature may prescribe, which regulations serve to secure the ends for which the company was created, and not being repugnant to the franchises and privileges granted in the charter, such a company will not be exempt from a compliance with §§ 9557, 9590 and 9591, un- less such exemption appears to have been clearly granted by its charter. State v. Eagle Insurance Co., 50 O. S. 252 (1893). insurance Co. v. Ohio, 153 U. S. 446, 453 (1894). Section 9591. (Special reports; when required.) The statement of such a company, whose capital is composed in whole or part of notes, in addition to what is above required, shall exhibit the amount of notes which originally formed its eapital, and also what proportion of such notes is still held by the company and considered eapital. Every company organized under a law of this state which fails to make and deposit such statement, or to reply to an inquiry of the superintendent of insurance with respect to it, shall be sub- ject to a forfeiture of five hundred dollars, and an additional — 1871 INSURANCE OTHER THAN LIFE. G. C. § 9591-1 five hundred dollars for every month it thereafter continues to transact any business of insurance, to be recovered by action in the name of the state, and, on collection, paid into the state treasury for the benefit of the state common school fund. (R. S. Sec. 3655; January 21, 1887, 84 v. 5; May 11, 1886, 83 v. 416; R. S. 1880; April 27, 1872, 69 v. 140, § 19; S. & 8S. 212.) Section 9591-1. (Annual statement must contain a sched- ule of its experience as to liabilities. How determined.) The indebtedness for outstanding losses under insurance against loss or damage resulting from accident to or injuries suffered by an employe or other person and for which the insured is liable, and under insurance against loss from liability on account of the death of or injury to an employe not caused by the negligence of the employer, shall be de- termined as follows: Each corporation which writes policies covering any of said kinds of insurance shall include in the annual statement required by law a schedule of its experi- ences thereunder, in the United States and foreign countries in the case of corporations organized in the United States, and in the United States only in the case of corporations organized outside of the United States, giving each calendar year’s experience separately, and crediting or charging each item to the year in which the policy to which it relates was written, as follows: (1) the earned premiums on all such policies written during the period of ten years immediately preceding the date as of which the statement is made, being the gross premiums on all such policies including excess and additional premiums and premiums in course of collection, less return premiums and premiums on cancelled policies, and less the unearned premiums on policies in force as shown in such annual statement; (2) the amount of all payments of whatsoever nature made by reason or on account of in- juries covered by such policies written during said period. This amount shall include medical and surgical attendance, payments to claimants, legal expenses, salaries and expenses of investigators, adjusters, and field men, rents, stationery, telegraph and telephone charges, postage, salaries and ex- penses of office employes, home office expenses, and all other payments made on account of such injuries, whether such payments are allocated to specific claims or are unallocated ; (3) the number of suits being defended at the date as of which the statement is made under policies written during said period, except suits in which liability is not dependent upon negligence of the insured, and a charge of seven hun- dred and fifty dollars for each suit; (4) the number of deaths G. C. § 9591-2 OHIO PRIVATE CORPORATIONS. 1872 — for which the insured are liable without proof of negligence, — covered by policies written during said period, and not paid for at the date as of which the statement is made and a charge of the amount necessary to pay for such deaths; (5) © the number of unpaid claims at the date as of which the statement is made on account of non-fatal injuries for which — the insured are liable without proof of negligence, covered by policies written during said period, and a charge equal to the present value of the estimated future payments; (6) the loss ratio determined from the foregoing as to each year separately, using as the divisor the earned premiums shown in item (1) and as the dividend the amount of payments — shown in item (2) plus the amounts charged in items (3), (4), and (5); (7) the number of suits being defended at the — date as of which the statement is made under policies writ- — ten more than ten years prior to such date, except suits in which liability is not dependent upon negligence of the insured; (8) the number of deaths for which the insured are- liable without proof of negligence, covered by policies writ- ten more than ten years prior to the date as of which the statement is made, and not paid for at such date; (9) the number of unpaid claims at the date as of which the state- ment is made on account of non-fatal injuries for which the insured are liable without proof of negligence, covered by — policies written more than ten years prior to such date. (June 12, 1911, 102 v. 477.) q Section 9591-2. (Distribution of unallocated payments.) © All unallocated payments in item (2) section 1 [G@. ©. § 9591-1] made in a given calendar year subsequent to the first four years in which a corporation has been issuing such — policies shall be distributed as follows: thirty-five per centum ~ shall be charged to the policies written in that year, forty — per centum to the policies written in the preceding year, ten | per centum to the policies written in the second year pre-— ceding, ten per centum to the policies written in the third — year preceding and five per centum to the policies written in the fourth year preceding; and such payments made in the first four calendar years in which a corporation has been — issuing such policies shall be distributed as follows: in the — first calendar year one hundred per centum shall be charged — to the policies written in that year; in the second calendar — year fifty per centum shall be charged to the policies written — in that year and fifty per centum to the policies written m the preceding year; in the third calendar year forty per — centum shall be charged to the policies written in that year, — forty per centum to the policies written in the preceding — 18738 INSURANCE OTHER THAN LIFE. G. C. § 9591-3 year and twenty per centum to the policies written in the sec- ond year preceding; and in the fourth calendar year thirty- five per centum shall be charged to the policies written in that year, forty per centum to the policies written in the preceding year, fifteen per centum to the policies written in the second year preceding and ten per centum to the policies written in the third year preceding, and a schedule showing such distribution shall be included in such annual statement. (June 12, 1911, 102 v. 477.) Section 9591-3. (Indebtedness for outstanding losses charged and how same to be determined.) Hach such cor- poration shall be charged with indebtedness for outstanding losses apon such policies determined as follows: (10) for all suits being defended under policies written more than ten years prior to the date as of which the statement is made, except suits in which liability is not dependent upon negli- gence of the insured, one thousand dollars for each suit ° (11) for all suits being defended under policies written more than five years and less than ten years prior to the date as of which the statement is made, except suits in which liability is not dependent upon negligence of the insured, seven hun- dred and fifty dollars for each suit; (12) for all deaths for which the insured are liable without proof of negligence, covered by policies written more than five years prior to the » date as of which the statement is made, the amount necessary to pay for such deaths; (13) for all unpaid claims on ac- count of non-fatal injuries for which the insured are liable without proof of negligence under policies written more than five years prior to the date as of which the statement, is made, the present value of the estimated future payments ; (14) for the policies written in the five years immediately preceding the date as of which the statement is made an amount determined as follows: multiply the earned premiums of each such five years as shown in item (1) by the loss ratio ascertained as in item (6) on all the policies written in the first five years of the said ten-year period, using as the divisor the sum of the earned premiums shown in item (1) for such first five years, and as the dividend the sum of the payments shown in item (2) for such first five years plus the sum of the charges in items (3), (4) and (5) for such first five years; but the ratio to be used shall in no event be less than fifty per centum at and after December thirty- first, nineteen hundred and eleven, nor less than fifty-one per centum at and after December thirty-first, nineteen hundred and twelve, nor less than fifty-two per centum at and after December thirty-first, nineteen hundred and thirteen, nor G. C. § 9592 OHIO PRIVATE CORPORATIONS. 1874 less than fifty-three per centum at and after December ~ thirty-first, nineteen hundred and fourteen, nor less than fifty-four per centum at and after December thirty-first, nineteen hundred and fifteen, nor less than fifty-five per centum at and after December thirty-first, nineteen hundred and sixteen; and from the amount so ascertained in each of the last five years of said ten-year period deduct all pay- ments made under policies written in the corresponding year as shown in item (2), and the remainder in the case of each year shall be deemed the indebtedness for that year; pro- vided, however, that if the remainder in the case of any year of the first three years of the five years immediately pre- ceeding the date as of which the statement is made shall be ~ less than the sum of the three following items for that year — at that date—(a) the number of suits, except suits in which liability is not dependent upon negligence of the insured, being defended under policies written in that year, and a charge of seven hundred and fifty dollars of each suit; (b) the amount necessary to pay for all deaths for which ~ the insured are liable without proof of negligence, covered © by policies written in that year; and (c) the present value ~ of estimated unpaid claims on account of non-fatal injuries for which the insured are liable without proof of negligence, - covered by policies written in that year,—then the sum of said items (a), (b) and (c) shall be the indebtedness for that year. (June 12, 1911, 102 v. 477.) Section 9591-4. (What corporations included.) A _ cor- poration which has been issuing such policies for a period — of less than ten years shall nevertheless include in its annual — statement a schedule as hereinbefore required for the years — in which it shall have issued such policies, and shall be charged ~ with an indebtedness determined in the same manner; but ; in determining the indebtedness for policies written in the — five years immediately preceding the date as of which the — statement is made, the minimum ratios hereinbefore pre- — scribed shall be used, subject to the same deductions and ~ provisions as in the ease of corporations that have been — issuing such policies for ten years or more. (June 12, 1911 ae 102 v. 477.) a Section 9592. (Attorney-General to institute suits.) On the request of the superintendent of insurance, the attorney- — general shall institute such action against a company SO — delinquent, in the court of appropriate jurisdiction in Frank- — lin county, or in the court of appropriate jurisdiction of the a county in which it is located or has its principal place 0 1875 INSURANCE OTHER THAN LIFE. G. CG. § 9592-4 business, as he prefers. (R. S. See. 3655; January 21, 1887, 84 v. 5; May 11, 1886, 83 v. 416; R. S. 1880; April 27, 1872, 69 v. 140, §19; S. & S. 212.) CHAPTER 1-1. RATE-MAKING BUREAUS. § 9592-1. Bureau of rating. § 9592-11. Hearing upon complaint § 9592-2. How bureau composed; of discrimination; order apportionment of ex- review. Doe § 9592-12. Agreements relative to § 9592-3. Place of office. rates must comply with § 9592-4. ig ee of bureau this act in application. f § 9592-5. Thadseton of risk; rec- § 9592-13. Enforcement of agree- ord. ments. § 9592-6. Inquiries by superinten- § 9592-14. Disapproval of agree- dent of insurance. ment; service of order; § 9592-7. Examination of. rating review. bureau; report. § 9592-15. Act does not apply to § 9592-8. Discrimination between mutual protective as- risks prohibited. sociations. § 9592-9. Any deviation shall be § 9592-16. Violation of act a mis- uniform to all risks. demeanor; penalty. § 9592-10. No contract shall be § 9592-17. Insurer shall not pay fine made placing insurance of agents. with particular com- § 9592-18. Sections 9563 and 9564 pany. unaffected. Section 9592-1. (Bureau of rating.) Every fire insurance company or other insurer authorized to effect insurance against the risk or loss or damage by fire or lightning in this state shall maintain or be a member of a rating bureau. No such insurer shall be a member of more than one rating bureau for the purpose of rating the same risk. (107 v. 743, § 1.) Section 9592-2. (How bureau composed; apportionment of expense.) A rating bureau may consist of one or more in- surers, and when eonsisting of two or more insurers, shall admit to membership any authorized insurer applying there- for. The expense of the bureau shall be shared in propor- tion to the gross premiums less return premiums and pre- miums on marine and farm risks received by each member during the preceding year in this state, to which may be added a reasonable annual fee. Each member shall have one vote. (107 v. 744, § 2.) Section 9592-3. (Place of office.) Every such rating bureau shall maintain an office within this. state. (107 v. 744, §3.) Section 9592-4. (Specification of bureau in application. ) Every fire insurance company or other insurer aforesaid, G. C. § 9592-8 OHIO PRIVATE CORPORATIONS. 1876 shall, in its annual application for license, specify each rat- ing bureau making rates upon property located within this state of which it is a member, and during the year, file written notice of any other such rating bureaus of which it shall become a member. (107 v. 744, § 4.) Section 9592-5. (Inspection of risk; record.) Every rat- ing bureau engaged in making rates or estimates for rates — for fire insurance on property in this state, shall inspect — every risk specifically rated by it upon schedule, and make a written survey of such risk, which shall be filed as a per- manent record in the office of such bureau. A copy of such survey shall be furnished to the owner upon request. (107 — v. 744, § 5.) Section 9592-6. (Inquiries by superintendent of insur- ance.) The superintendent of insurance may address in- quiries to any individual, association or bureau, which is or has been engaged in making rates or estimates for rates for — fire insurance upon property in this state, in relation to the organization, maintenance or operation, or any other matter connected with its transactions, and may require the filing of schedules, rates, forms, rules, regulations, and such other information as may be required, and it shall be the duty of every such individual, association or bureau, or some officer thereof, to promptly make such filing, or reply to such in- quiries in writing. (107 v. 744, § 6.) Section 9592-7. (Examination of rating bureau; report.) The superintendent of insurance shall have power to examine any such rating bureau as often as he deems it expedient to do so, and shall do so not less than once every three years. A report thereof shall be filed in his office. The su- perintendent of insurance may waive such examination upon the filing with him of a report of such examination made by some other insurance department or proper supervising of- ficer within such three years. A statement with regard to ~ such examination shall be made in the annual report of the superintendent of insurance. (107 x. 744, § 7.) Section 9592-8. (Discrimination between risks prohibited.) No fire insurance company or other insurer against the risk of fire or lightning, nor any rating bureau, shall fix of charge any rate for fire insurance upon property in this state which discriminates unfairly ‘between risks in the appli- eation of like charges and credits, or which discriminates un- 1877 INSURANCE OTHER THAN LIFE. G. C. § 9592-11 fairly between risks of essentially the same hazards and having substantially the same degree of protection against fire. (107 v. 744, § 8.) Section 9592-9. (Any deviation shall be uniform to all risks.) Any deviation of any company or insurer from the schedule of rates established and maintained by the bureau which it maintains, or of which it is a member, shall be uni- form in its application to all of the risks in the class for which the variation is made, and no such uniform deviation shall be made unless notice thereof shall be filed with the bureau of which the insurer is a member, and the superin- tendent of insurance of his state, at least fifteen days be- fore such uniform variation is in effect, and schedules pro- viding for such variation shall be filed with the rating bureau and the superintendent of insurance showing the amended basis rate and amended charges and credits and application of the amended schedules to individual risks in the class affected. (107 v. 745, § 9.) An agent of a mutual company may charge a uniform ‘‘survey fee’’ for writing policies, without violating this section. Opins. Atty. Gen. 1918, p. 771. Section 9592-10. (No contract shall be made placing in- surance with particular company.) Except as contained in the policy and the usual agreement for other insurance, no such insurance company or insurer or rating bureau shall make any contract or agreement with any person insured or to be insured that the whole or any part of any insur- ance shall be written by or placed within any particular company, insurer, agent or any group of companies, insurers or agents. (107 v. 745, § 10.) Section 9592-11. (Hearing upon complaint of discrimina- tion; order; review.) The superintendent of insurance may upon written complaint that discrimination in rates exists between risks in the application of like charges or eredits, or discrimination between risks of essentially the same haz- ard and having substantially the same degree of protection against fire, order a hearing for the purpose of determining such questions of discrimination, and the review of such questions and the rates complained of before said superin- tendent shall be had only after due notice to all parties mn terested, and if upon such hearing the superintendent shall determine that the rate complained of is discriminatory he shall have power to order the discrimination removed, but G.C.§ 9592-14: OHIO PRIVATE CORPORATIONS. 1878: no such discrimination shall be removed by increasing the — rate or rates on any risk or class of risks affected by such — order unless it shall be made to appear to the superintend- ent of insurance that such increase is justifiable and an — order of approval has been filed in the office of. the superin-— tendent of insurance. Any party in interest being dissatis- — fied with any order of the superintendent of insurance may — within thirty days from the issue of such order and notice — thereof commence an action in the supreme court for the — purpose of reviewing such order and such cause shall be - duly set for hearing and proceed as in other cases. During” the pendency of such court proceedings the order shall be — suspended, and in the event of final determination against — any insurer, any overcharge during the pendency of such ~ proceedings shall be refunded by the insurer to the persons — entitled thereto. (107 v. 745, § 11.) | Section 9592-12. (Agreements relative to rates must. com-_ ply with this act.) No fire insurance company or any other insurer, and no rating bureau, or any representative of any fire insurance company or other insurer or rating bureau, shall enter into or act upon any agreement with regard to the making, fixing or collecting of any rate for fire insur- ance upon property within this state except in compliance with this act. (107 v. 745, § 12.) x Section 9592-13. (Enforcement of agreements.) Any such agreement may be made and enforced provided the same be » not contrary to public policy and is in writing, and prior to” its taking effect, a copy thereof be filed with the superintend- ent of insurance and with each rating bureau of which any — of the parties thereto shall be a member or subscriber. (107 v. 746, § 13.) x Section 9592-14. (Disapproval of agreement; service of © order; review.) The superintendent of insurance may, after — due notice and hearing, upon complaint or upon his own — motion, make an order disapproving any such agreement. — No such agreement shall be in force, nor shall any rights — be based thereon, after service of a copy of such order — upon each of the parties to such agreement, and upon each — bureau with which such agreement is required to be filed. ~ Service may be made by mail and shall be completed upon — the expiration of a reasonable time for transmission fixed In © such order. Any person in interest being. dissatisfied with — the order or refusal to make an order by the superintendent — 1879 INSURANCE OTHER THAN LIFE. G. C. § 9592-18 of insurance may within thirty days from the issuance of such order or refusal and notice thereof commence an action in the supreme court against the superintendent of insurance as defendant to review any action of said superintendent either in making or refusing to make any such order and such cause shall thereupon proceed as herein provided in section 11 (G. C. § 9592-11). (107 v. 746, § 14.) Section 9592-15. (Act does not apply to mutual protec- tive associations.) This act shall not apply to mutual pro- tective associations organized under the provisions of sec- tion 9593 of the General Code. (107 v. 746, § 15.) Section 9592-16. (Violation of act a misdemeanor; pen- alty.) Any violation of the provisions of this act by any fire imsurance company or other insurer authorized to effect in- surance against the risk of loss or damage by fire or light- ning in this state, or by any rate making bureau or officer or agent of either shall be a misdemeanor and on conviction shall be punishable by a fine of not less than twenty-five dollars. nor more than two hundred dollars for each such violation, and in the event any insurer, insurance company, individual or rating bureau shall be found guilty. of viola- tion of the provisions of this act and subjected to the pen- alty herein provided and the same shall not be paid within thirty days the superintendent of insurance may in his dis- eretion revoke the license of such insurer or insurance com- pany and suspend the certificate of authority of such person . rating bureau until such fine has been paid. (107 v. 746, 16.) Section 9592-17. (Insurer shall not pay fine of agents.) It shall be unlawfully for any insurer to pay, either directly or indirectly, any fine assessed against any of its agents, Solicitors or other representatives under this act. (107 v. 146, § 17.) Section 9592-18. (Sections 9563 and 9564 unaffected.) Nothing herein shall be construed as repealing or affecting the provisions of sections 9563 and 9564 of the General Code. (107 v. 747, § 18.) G. C. § 9593 OHIO PRIVATE CORPORATIONS. 1880 CHAPTER 2. MUTUAL PROTECTIVE. § 9593. Organization of mutual § 9600. Renewal of certificate. ° protection associations § 9601. Repealed. and scope of business. § 9602. Annual statement. § 9594. What articles of incorpo- § 9603. Failure to make statement. ration shall set forth. § 9604. Mutual associations may — § 9595. Filing of certificate. organize as companies. § 9596. Directors and officers. § 9605. Certificate of superintend- 9597. Powers of association. : 9598. Constitution and by-laws. vas of pet oae * : § 9599. What shall be filed with § 9606. How rights of policyhold- superintendent of insur- ers affected. ance. § 9607. Policies and by-laws. Section 9593. (Organization of mutual protection asso- — ciations and scope of business.) Any number of persons of © lawful age, not less than ten in number, residents of this — state, or an adjoining state and owning insurable property — in this state, may associate themselves together for the pur- pose of insuring each other against loss by fire and lightning, ~ cyclones, tornadoes or wind storms, hail storms and explo-_ sions from gas, on property in this state, and also assess up- | on and collect from each other such sums of money, from time to time, as are necessary to pay losses which occur by fire and lightning, cyclones, tornadoes, wind storms, hail storms and explosions from gas to any member of such as-— sociation. The assessment and collection of such sums of — money shall be regulated by the constitution and by-laws of the association, which shall require such assessments to be ~ made directly and specifically upon the members and to be ~ paid directly and specifically by them and not out of any fund deposited with the association or other trustee in an- ticipation of assessments or in any other manner except that — any such association may borrow money for the payment of — losses and expenses, such loans not to be made for a longer ~ period than the collection of their next assessment; and — such association may also accumulate a surplus from its — assessments not exceeding two dollars on each one thousand — dollars of insurance in force, such surplus to be used in” paying losses and expenses that may occur and if invested to be under the provisions of sections ninety-five hundred and eighteen and ninety-five hundred and nineteen of the — General Code. Such associations may only insure farm” buildings, detached dwellings, schoolhouses, churches, towD- — ship buildings, grange buildings, farm implements, farm products, live stock, household goods, furniture, pleasure — and utility vehicles, motor vehicles; steam, gas, gasoline — and oil engines; motor truck, tractors, electric motors, ele¢- ~ 1881 _ INSURANCE OTHER THAN LIFE. GC. § 9593 tric appliances, lighting systems and other property not classed as extra hazardous and such property may be lo- eated within or without the lmits of any municipality; provided that an association whose membership is restricted to persons engaged in any particular trade or occupation and its insurance confined in any particular kind or de- scription of property may insure property classed as extra hazardous and located in any county or counties in this state; and an association whose membership is so restricted and whose insurance is so confined and which insures prop- erty classed as extra hazardous as herein provided may also accumulate from its assessments a surplus not exceeding the average yearly losses and expenses of the association as shown by the reports of the association to the department of insurance of the state of Ohio for the preceding three years, such surplus to be used in paying losses and expenses that may occur and if invested to be under the provisions of sections ninety-five hundred and eighteen and ninety- five hundred and nineteen of the General Code. (107 v. 696; 102 v. 422; May 18, 1910, 101 v. 294; R. S. Sec. 3686; April 22, 1904, 97 v. 150; April 25, 1898, 93 v. 335; April 15, 1889, 86 v. 377, 380; February 27, 1885, 82 v. 71; April 14, 1884, 81 v. 185; R. S. 1880; March 30, 1877, 74 v. 66, $1.) This section does not authorize a corporation for profit either to its officers or members, and any scheme by which profits are made is un authorized. State v. Fire Ass’n, 42 O. S. 555 (1885). A corporation can not be organized under this section “for profit,” o1 to do a “general fire insurance business.” Rep. Atty. Gen. 1910-1911, p. 210. A mutual protective association is not authorized to do business on the “joint stock” nor on the “contingent liability” plan, as defined in § 9524 et seq., but must confine itself to insuring its members, who agree to be assessed specifically to pay losses and incidental expenses. State v. Mutual Fire Ass’n, 50 O. S. 145 (1893). State v. Fire Ass’n, 42 O. S. 555 (1885). Such associations are empowered to make and enforce their members’ contracts of indemnity, by which the members agree to be assessed specifi- eally for such amounts as may be necessary to pay losses occurring to the members, and also to pay incidental expenses. State v. Fire Ass’n, 42 0. S. 555 (1885). q The system of insurance contemplated by § 9593 et seq. differs essen: tially and radically from the plan of mutual insurance companies pro- vided for by § 9607-1 et seq. Richards v. Canning Co., 7 N. P. 68; 9 L. D. 70 (Cc. PP. 1900). See State v. Fire Ass’n, 42 0. S. 555, 563 (1885). : P An association organized under § 9593 et seq. may classify risks, by adopting rules and regulations by which the amount to be paid a member May be determined by the amount of his insurance and the respective hazard of his risk. But such classification can not be extended to a division of the members so that a member is liable to contribute only G. C. § 9593 OHIO PRIVATE CORPORATIONS. . 1882 . toward payment of losses occurring in his class. There can, be only one class of members with mutual obligations and rights. 5 Opins. Attys. Gen. 579 (1901). Opins. Atty. Gen. 1919, p. 1129; 17 O. L. R. 371. Contra, 4 Opins. Attys. Gen. 633, 635 (1895). 7” An association can not be formed under this section to insure mem- — bers against loss by accidental breakage of glass. . An association may be formed under this section only to insure against losses from the causes specifically enumerated. ; Rep. Atty. Gen. 1911-1912, p. 103. ; Before the amendment of 107 v. 696, an association could not — legally insure automobiles and motor trucks. Opins. Atty. Gen. 1915, p. 1783. ; Insurance against theft is unauthorized. Rep. Atty. Gen. 1914, | pp. 835, 965, 1679. “2 Agricultural society buildings are classed as extra-hazardous and — may not be insured. Rep. Atty. Gen. 1913, p. 83. eg my i Members. See also § 9598. a Prior to the amendment of this section in 1898 (93 v. 335) it was held that non-residents of Ohio could not become members or directors. State v. Mutual Fire Ass’n, 50 O. &. 145 (1893). 4 Opins. Attys. Gen. 729 (1896). F By the amendment of 1898 (93 v. 335) residents of an adjoining state and owning insurable property in this state may become members. Persons become members by signing the constitution (§ 9598). But — a person may be estopped, by accepting and holding a policy, from deny- | ing that he is a member. : Richards v. Lipp Co., 69 O. S. 359 (1903). Richards v. Canning Co., 7 N. P. 68; 9 L. D. 70: (©. P.-1900). Crandall v. Association, 8 N. P. 632; 10 L. D. 711 (1891); aff'd, no- rep., 52 O. S. 674. ' ; A corporation or partnership probably can not become a member of — an association organized under § 9593 et seq. . Fire Ass’n v. Lynchburg Drug Mills, 8 Ce (G35-112,0127 3,4 2C. ae 352m (1893). 4 4 Opins. Attys. Gen. 819 (1898). ‘a Rep. Atty. Gen. 1910-1911, p. 210. _ A board of education is not an “owner” within the meaning of this” section and can not insure property in a mutual protective association — organized under § 9593 et seq. ' = Rep. Atty. Gen. 1911-1912, pp. 246, 1690. Rep. Atty. Gen. 1912, p. 233. a County commissioners can not insure property ‘in a mutual pro-- tective association. Rep. Atty. Gen. 1912, p. 1363. a It is said that a partnership is not estopped to defend against assess-_ ments on the ground that it was ineligible to membership, although it has — received protection to its property. 9 4 Opins. Attys. Gen. 819 (1898). B.: A member is charged with constructive knowledge of the constitution and by-laws. - Crandall v. Association, 8 N. P. 632; 10 L. D. 711 (1891) ; aff’d, no rep., 52 O. S. 674. ‘A % Assessments. A contract can not be made with members by which they, upon an advance payment of an agreed annual amount, shall be exempt from assessments during the ensuing year, nor can a member 8 1883 INSURANCE OTHER THAN LIFE. G.C. § 9593 liability to assessment be limited, without regard to the amount that may be necessary to pay losses. State v. Fire Ass’n, 42 O. S. 555 (1885). Such advance payment, based upon the hazards of the risk, without reference to the amount necessary to pay losses, is in fact a premium, and not a specific assessment authorized by this statute. State v. Fire Ass’n, 42 O. S. 555 (1885). Where the by-laws provided for an assessment at a certain date each year to pay the losses incurred and expenses, an amount suffi- cient to reimburse officers for money advanced to pay losses may be included in the assessment. Insurance Assn. v. Crow, 25 C, C. n. sg. 65 (1903). Prior to the amendment of 101 v. 294 assessments could be levied and collected in advance of losses. State v. Association, 3 0. L. R. 248;.17 C. D. 838 (1905); aff'd, no rep., 74 O. S. 498. The amendment of.101 v. 294 is not retroactive and associations. or- ganized prior to the amendment may receive deposits in advance and make assessments on such deposits. Rep. Atty. Gen. 1911-1912, p. 801. A membership fee, designed simply to cover the expense of entrance, may be imposed; but considerable sums of money, for the purpose ot paying losses and expenses, can not be collected under any designation. 4 Opins. Attys. Gen. 633, 635 (1895). 5 Opins. Attys. Gen. 579 (1901). Members are liable to assessments only for losses occurring during their membership, and are not liable for losses occurring before or after such membership. State v. Fire Association, 42 O. 8S. 555 (1885). An assessment levied by the board of directors or trustees, for the payment of losses and expenses, is presumed to be “necessary,” in the ab- sence of proof to the contrary. Crandall v. Association, 8 N. P. 632; 10 L. D. 711 (1891); aff'd, no rep., 52 QO. S.- 674. Funds derived from assessments to pay losses are in their nature trust funds to be applied to such losses; hence the application of such assess- ments or advance payments, in lieu of assessments, to the purchase of the assets of a like corporation, including real estate not necessary to its business or to the payment of losses to members. of such other corpora- tion, is a misapplication of such funds. State v. Fire Ass’n, 42 O. S. 555 (1885). Enforcement of assessments; defenses; assessments after insolvency, etc., see note to § 9607-16. A person holding a policy, as an indemnity, which is expressly made subject to further assessments, is estopped from defending against an action for assessments on the ground that he is not a member of the asso- ciation because he has not signed the constitution as provided by § 9598. Richards v. Lipp Co., 69 O. 8S. 359 (1903). Richards v. Canning Co., 7 N. P. 68; 9 L. D. 70 (C. P. 1900). Policies. Where the first part of a policy, issued by an association organized under this chapter, resembles an ordinary absolute fire policy, its construction is governed by subsequent “mutual policy conditions” and the liability is restricted to that provided by the statute, constitution and by-laws of the association. Fire Ass’n v. Lynchburg Drug Mills, 8 C. C. 112; 4 6+ D: 352 (1893). A member who has failed to pay assessments, within the time limited / G. C. § 9594 OHIO PRIVATE CORPORATIONS. 1884 — in the by-laws, can not recover on his policy, unless the default is waived — by the association. 4 Crandall v. Association, 8 N. P. 632; 10 L. D. 711 (1891); aff’d, no rep., 52 O. S. 674. The loss is not a debt for which the trustees are personally liable, even though the certificate be in part ultra vires, if issued in good faith. Manufacturer’s Fire Ass’n v. Drug Mills, 8 C. C. 112 (1893); 4 C, D. 352. A policy of a mutual assessment association agreeing, upon loss, to pay the member a fund collected by assessment on all the members, implies | a promise to levy such assessment, and the insured need not seek specific performance but may sue at law for breach of such promise. Hall v. Association, 25 W. L. B. 79 (C. P. 1891). Section 9594. (What certificate of incorporation shall set — forth. Change of name or location must be approved by © superintendent.) Such persons shall make and subscribe a certificate setting forth therein: 1. The name by which the association is to be known; 2. The place which shall be regarded as its center or business office ; 3. The object of the association, which shall only be one or more of the objects set forth in the preceding section, and to enforce any contract by them entered into wherby the parties thereto agree to be assessed specifically for in- cidental purposes and for the payment of losses which occur — to its members. The kinds of property proposed to be in- © sured and the casualties specified in such preceding section © proposed to be insured against, also must be specified in such certificate. Such certificate may be amended to change the name of the association or the place which shall be regarded as its center or business office or its objects, at any meeting of members thirty days’ notice of which, and of the business to come before it, has been given by a majority of the direc- tors in a newspaper published and of general circulation in the county where the company’s center or business office is located. Such amendment, if adopted by at least three-fifths vote of the members present and voting at the meeting so called and if not inconsistent with the constitution and laws of this state, and of the United States, shall be ap- proved by the attorney general and secretary of state and such amendment and the certificate of approval by the attorney general shall be filed in the office of the secretary of state, and shall thereupon be in effect. After record- ing such amendment the secretary of state shall deposit a copy thereof with the superintendent of insurance. In event of change of name of the association or change of the place of the center or business office, it shall be the duty of the superintendent of insurance, immediately upon 1885 INSURANCE OTHER THAN LIFE. G. C. § 9594 the approval by him of such change or changes, to certify the fact of such change or changes to the secretary of state of Ohio, who shall make note thereof on the files of his office relating to such association. (109 v. 282; R. S. Sec. 3687; 97 v. 150; 86 v. 377, 380; 82 v. 71, 72; 81 v. 185; R. S. 1880; 74 v. 66, § 2.) Insurance companies are not authorized to incorporate under the general corporation law (§ 8623 to § 8743) but must organize under the special statutory provisions. State v. Pioneer Live Stock Co., 38 O. S. 347 (1882). Articles of incorporation. Opinions of attorney general. Corpora- tions or firms can not act as incorporators, or become members. Rep. Atty. Gen. 1910-1911, p. 210. 4 Opins. Attys. Gen. 819 (1898). Ten or more incorporators must execute the articles. Rep. Atty. Gen. 1914, p. 835. The articles must show that the incorporators have the qualifica- tions required by §9593 et seq.: that they are ‘‘persons of lawful age’’ and ‘‘residents of this state’’ or an adjoining state and owning insurable property in Ohio. Opins. Atty. Gen. 1919, p. 18. Articles of incorporation should contain all the statements prescribed by this section. Rep. Atty. Gen. 1910-1911, pp. 223, 245. “Real and personal property” is not such a specification of the prop- erty proposed to be insured as is contemplated in this section. A more definite designation such as residences, office buildings, household goods, merchandise, etc., is required. Rep. Atty. Gen. 1910-1911, p. 245. The articles must state that the members agree to be assessed spe cifically. Rep. Atty. Gen. 1908-1909, p. 58. Rep. Atty. Gen. 1912, p. 19. Opins. Atty. Gen. 1915, p. 904. Opins. Atty. Gen. 1920, p. 1013. : The kinds of losses to be insured against, and the property to be insured, must be specified; and the articles must state that the property insured shall be in Ohio. Rep. Atty. Gen. 1912, p. 20; Opins. Atty. Gen. 1918, p. 603; Opins. Atty. Gen. 1915, p. 1783; Opins. Atty. am 1919, p. 18; Opins. Atty. Gen. 1920, p. 1013; Opins. Atty. Gen. ip. as The words “Mutual Company” can not be included in the name. 3 Opins. Attys. Gen. 597 (1885). Articles of incorporation which stated that the purpose of the asso- ciation was “to organize an order of property owners, with a general council, empowered to impose and collect annual dues and assessments, thereby providing a fund to protect its members against losses by fire were rejected as not in comphance with § 9593. 4 Opins. Attys. Gen, 427 (1892). Amendment of articles. An amendment to the articles of a mu- tual protective association must be made under the general corpora- tion law (§§ 8719-8743). It must be adopted by its members and Certified to the secretary of state by the president and secretary of the association. Opins. Atty. Gen. 1919, p. 1129; 17 O. L. R. 371. G. C. § 9598 OHIO PRIVATE CORPORATIONS. 1886 | Section 9595, (Filing of certificate.) The certificate shall be filed in the office of the secretary of state. A copy thereof, duly certified by him shall be evidence of the exist- ence and due incorporation of the association for the pur- ' poses therein named. (R. S. See. 3688; March 30, 1877, 74 v. 66, § 3.) Section 9596. (Directors and officers.) When such cer- tificate is so filed, and a certified copy thereof forwarded — to the association, the persons named therein shall elect their directors, a president, secretary, treasurer, and such other ~ officers as are necessary for the complete performance of all — the business and objects of the association, to serve for one — year. Such officers thereafter shall be chosen in the manner, and at the time fixed upon in the constitution, but directors shall not be chosen for a longer period than three years. (R. S. See. 3689; April 30, 1886, 83 v. 106, 107; R. S. 1880; March 30, 1877, 74 v. 66, § 4.) Non-residents who are ineligible to membership can not become direc- tors or trustees. State v. Mutual Fire Ass’n, 50 O. S. 145 (1893). The trustees are not personally liable for a loss upon a certificate issued in good faith. Fire Ass’n v. Drug Mills, 8 ©. C. 112; 4 C. D. 352 (1893). See Kelley v. Bender, 22 C. C. 144; 12 C. D. 181 (1901). G. C. § 8666. This section provides for the officers authorized to conduct the busi- ness. An association can not, by its articles, grant this power to a general council. 4 Opins. Attys. Gen. 427 (1892). Section 9597. (Powers of association.) The association so organized shall be held to be a body corporate for all such purposes, and may sue and be sued, plead and be impleaded, — in all courts of law and equity, but in no instance shall the power to insure against losses by fire or tornadoes be ex- ercised to other than members thereof. (R. S. See. 3689; April 30, 1886, 83 v. 106, 107; R. S. 1880; March 30, 1877, 74 v. 66, § 4.) An association organized under this chapter is not authorized to do business on the “joint stock” nor on the “contingent liability” plan, au- thorized by § 9525 et seq., but must confine itself to insuring its members who agree to be assessed specifically to pay losses and incidental expenses State v. Mutual Fire Ass’n, 50 O. S. 145 (1893). State v. Fire Ass’n, 42 O. S. 555 (1885). ca Section 9598. (Constitution and by-laws.) Every such association shall adopt such constitution and by-laws not inconsistent with the constitution and laws of this state or 1887 INSURANCE OTHER THAN LIFE. G.C. § 9599 the United States, as in the judgment of its members best will subserve its interests and purposes. All persons who sign such constitution shall be considered and held to be members of the association, and be held in law to comply with all of its provisions and requirements. (R. S. Sec. 3690; April 24, 1904, 97 v. 150; April 19, 1883, 80. vy. 197; R. S. 1880; March 30, 1877, 74 v. 66, § 5.) This section does not authorize a regulation by which a policy may be declared forfeited, for the non-payment in advance of an annual de- posit or premium, whether an assessment to pay losses during such period should be necessary or not. State v. Fire Ass’n, 42 O. S. 555 (1885). ‘'o become a member of the association under this section, a person must sign his name to the constitution. State v Mutual Fire Ass’n, 50 O. S. 145, 149 (1893). Richards v. Swain, 7 N. P. 68; 9 L. D. 70 (1900). But where a policy was issued in good faith by an association and held by the insured as an indemnity, upon the condition set out in the policy that it is made and accepted subject to the express agreement by the insured that he will pay further assessments, the insured is estopped from defending against an action for assessments on the ground that he is not a member of the association because he has not signed the consti- tution. Richards v. Lipp Co., 69 O. S. 359 (1903). Richards v. Hale, 1 C. C. n. s. 181; 14 C. D. 468 (19038). Richards v. Swaim, 7 N. P. 68; 9 L. D. 70 (1900). In the absence of direct allegation and proof that a policyholder has not signed the constitution, the presumption is that he has signed it. Richards v. Hale, 1 C. C. n. s. 181; 14 C. D. 468 (1903). A member is charged with constructive knowledge of the constitution and by-laws, while in stock or old line companies a policyholder is charged with notice of only such provisions as are brought to his notice in the ap- plication or policy. Crandall v. Association, 8 N. P. 632; 10 TL. Ds FIT 018913 aff’d, no rep., 52-0. S. 674. A change in the constitution and by-laws can only be made by a ma- jority of the members of the association itself, and not by the directors merely, although. the constitution provides for the latter method. Insurance Co. v. Bachman, 39 W. L. B, 324 (1898). Section 9599. (What shall be filed with superintendent of insurance.) Before granting insurance, such association shall file with the superintendent of imsurance a copy of its articles of incorporation duly certified to by the secretary of state, and a copy of its constitution, by-laws, and forms of certificates of membership or insurance. If the superin- tendent finds that it was duly organized and has complhed with the law, he shall issue to it his certificate reciting such compliance, which certificate shall be the authority of the association to commence business and grant insurance. (R. S. See. 3690; April 24, 1904, 97 v. 150; April 19, 1883, 80 v. 197; R. S. 1880;' March 30, 1877, 74 v. 66, § 5.) G. C. § 9604 OHIO PRIVATE CORPORATIONS. 1888 Section 9600. (Renewal of certificate.) Upon filing its” annual statement, the superintendent, annually, shall issue a renewal of such certificate to the association if he finds that it has complied with the law. For each such certificate and renewal every association shall pay to the superintendent for the use of the state five dollars. (R. S. See. 3690; April 94, 1904, 97 v. 150; April 19, 1883, 80 v. 197; R. S. 1880; March 30, 1877, 74 v. 66, § 5.) ’ Section 9601. Repealed. (April 4, 1910, 101 v. 103; Ber §. Sec. 3690; April 24, 1904, 97 v. 150; April 19, 1883, 80 v. 197; R. 8, 1880; March 30, 1877, 74 v. 66, § 5.) | Section 9602. (Annual statements.) The president, or vice-president, and secretary of every such association an- nually on the first day of January, or within thirty days thereafter, shall prepare under oath and deposit in the office of the superintendent of insurance a statement of the con- dition of such association on the thirty-first day of December then next preceding, exhibiting such facts as are enumerated in section ninety-five hundred and ninety, and appheable to such associations, and such other information necessary t0 reveal the financial condition of the association, as the su- perintendent requires in a printed form by him to be sup- plied for that purpose. (R. S. See. 3690; April 24, 1904, 97 v. 150; April 19, 1883, 80 v. 197; R. 8. 1880; March 30, 1877, 74 v. 66, §5.) Immaterial variations between a report filed pursuant to this sectio 1 and the actual condition of the association do not warrant the ouster of the association by quo warranto. . State v.. Association, 3 O. L. R. 248;.17 C. D. 838 (1905); aff'd, no rep., 74 O. S. 498. Section 9603. (Failure to make statement.) Every sucl” association which fails to. make and deposit such statement or to reply to any inquiry of the superintendent of insur- ance; shall be subject to a forfeiture of five hundred dollars and an additional five hundréd dollars for every month that it continues thereafter to transact any business of insurances (R. 8. See. 3690; April 24, 1904, 97 v. 150; April .19, 1883, 80 y. 197; R. S. 1880; March 30, 1877, 74 v. 66, .§ 5.) om ) aia Section 9604. (Mutual associations may organize as com- panies.) Any mutual fire insurance association organized — under section ninety-five hundred and. ninety-three, doi business and having the number of policies and ‘amount insurance in force and the amount of ‘assets required 12 1889 INSURANCE OTHER THAN LIFE.| G.C. § 9607 order to organize a mutual fire insurance company, may reorganize as such mutual fire insurance company in the following manner: The board of trustees of such associa- tion shall give notice, by publication in a newspaper of gen- eral circulation, and published in the county wherein its principal office is situated, at least three consecutive weeks before such application is made, of their intention to so or- ganize, and thereupon make application to the superinten- dent of insurance respecting their desire to assume the re- quirements of the laws governing mutual fire insurance companies organized and doing business under the laws of this state, setting forth the amount of insurance carried, the number of policies in force, and the amount of its assets and liabilities. (R. S. See. 8690-1; March 24, 1890, 87 v. 88, § 1.) | Section 9605. (Certificate of superintendent of insur- ance.) If by examination, or otherwise, of the condition of such association, the superintendent of insurance is satisfied that it possesses the required amount of assets, and the num- ber and amount of policies in force required to organize a mutual fire insurance company, he shall so certify upon a certificate of incorporation, containing the requisite state- ments required to incorporate a mutual fire insurance com- pany, which certificate, after having been duly executed shall be delivered to the secretary of state, who shall record it and issue his certificate of incorporation as in other cases for change of name, capital or location of an incorporated company, charging only such fees therefor as authorized by law in other cases for change in capital or location of com- pany. (R. S. Sec. 3690-1; March 24, 1890, 87 v. 88, §1.) Section 9606. (How rights of policyholders affected.) Thereafter the business of such fire insurance association shall be conducted as and be subject to all laws governing mutual fire insurance companies. All members thereof shall be members of ‘such reorganized company, to the time of the expiration or cancellation of their policies, and entitled to all the benefits of such, precisely as if original members, With out exchanging policies or contracts, and entitled to all the benefits as if original members thereof. (R. S. Sec. 8690-2; March 24, 1890, 87 v. 88, § 2.) Section 9607. (Policies and by-laws.) After such change in the plan of insurance by such. association, and the organ- ization of such mutual fire insurance company, policies there- after issued: shall be in the name and by the authority of G. C. § 9607-1 OHIO PRIVATE CORPORATIONS. 1890 the company, and the policies theretofore in force, and the by-laws, rules and regulations of such association, if not in conflict with the laws governing mutual fire insurance com- panies, shall remain in full force and effect until they have terminated or been lawfully changed by the company or its board of directors. (R. S. See. 8690-3; March 24, 1890, 87 v. 88, § 3.) 2 CHAPTER 2-1. MUTUAL FIRE INSURANCE. § 9607-1. Terms relating to corpo- further collection may rations and associations be stayed. on defined. § 9607-18. When trustees or direc- § 9607-2.. Organization of mutual tors personally liable. ~ companies; kinds of in- § 9607-19. When foreign company surance allowed to shall be admitted to transact. Fire. Liabil- transact business. q ity. Disability. Auto- § 9607-20. Alien Company admitted mobile. Steam _ boiler. to do business, when, ~ Use and occupancy. § 9607-21. When license of foreign Miscellaneous. : or alien company may § 9607-2a. Amendment of articles. be revoked. § 9607-3. Legal ‘existence of com- § 9607-22. Every domestic, foreign pany; power of original or alien company shall incorporators, . eontain the word “m § 9607-4. Bond _ prerequisite to tual’; exception. solicitation, for insur- § 9607-23. Company having similar ance or acceptance of name of another not premiums. permitted. u § 9607-5. Conditions upon which § 9607-24. Maintenance of unearned license shall issue. premium reserve. ; § 9607-6. Every policyholder a § 9607-25. Retaliatory law shall not member. apply, when. s § 9607-7. Cash advance premiums. § 9607-26. Laws applicable. , § 9607-8. How by-laws amended. § 9607-27. Companies and associa- § 9607-9. Maximum premium; tions not affected by when policy may be is- this act. a sued for cash premium, § 9607-28. What companies held or= § 9607-10. Stipulation or provision ganized under laws Ol as to contingent liabil- this state. j ity. § 9607-29. Refusal to make report § 9607-11. Investment of assets. forfeits charter. | § 9607-12. Money advanced not a § 9607-31. Deposit of securities to liability against com- transact business out- pany; exception. side state. ¢ § 9607-13. Expense shall not exceed § 9607-32. Execution of receipt; forty percent of premi- record of securities. — um income. § 9607-33. Securities specified; reg- § 9607-14. When company shall be istration. a deemed impaired; as- § 9607-34. Collection and deposit of sessment. principal and interest. © § 9607-15. When impaired company § 9607-35. Exchange of securities. may continue to issue § 9607-36. Certification under seal, policies. of deposits. : § 9607-16. Record of the order for § 9607-37. Examination of securl- assessment. Liability of ties, annually. fa the policyholder. § 9607-38. Surrender of _securit e § 9607-17. Petition to have court upon termination of lia examine assessment and bility; examination T necessity therefor. Ef- records. fect of decree. When Section 9607-1. (Terms relating to corporations and as sociations defined.) In this act, unless the context other- wise requires, ‘‘company’’ includes corporations and ass0- 1891 INSURANCE OTHER THAN LIFE. G. C. § 9607-2 ciations. ‘‘Domestic’’ designates companies organized under the laws of this state. ‘‘Foreign’’ designates companies or- ganized under the laws of another state or territory. “ Alien’? designates companies organized under the laws of any country other than the United States, or some state, province or territory thereof. The terms ‘‘surplus’’ or ‘‘net assets’? shall be deemed to mean funds and assets invested as required or permitted by the laws of the state, territory or district where the company is organized, in excess of all liabilities including unearned premium reserve, but exelud- ing from such assets all contingent liabilities of policy- holders or members. (104 v. 202, § 1.) Section 9607-2. (Organization of mutual companies; kinds of insurance allowed to transact. Fire. Liability. Disability. Automobile. Steam boiler. Use and occupancy. Miscella- neous.) A domestic mutual company may be organized by a number of persons, not less than twenty, to carry on the business of mutual insurance and to reinsure and to accept reinsurance as authorized by law and its articles of incorpo- ration. Such persons shall execute articles of incorporation which, if not inconsistent with the constitution and laws of this state and of the United States, shall be approved by the attorney general and secretary of state, and such articles and the certificate of approval by the attorney general shall be recorded by the secretary of state who shall deposit a copy thereof with the superintendent of insurance. A mu- tual or a stock company may transact only the first kind of insurance, or may transact such as it may elect of the other kinds of insurance, following: I. FIRE INSURANCE. Against loss or damage to prop- erty and loss of use and occupancy by fire, lightning, hail, tempest, flood, earthquake, frost or snow, explosion, fire ensuing, and explosion, no fire ensuing, except explosion by steam boiler or flywheels; against loss.or damage by water caused by the breakage or leakage of sprinklers, pumps or other apparatus, water pipes, plumbing, or their fixtures, erected for extinguishing fires, and against accl- dental injury to such sprinklers, pumps, other apparatus, Water pipes, plumbing or fixtures; against the risks of in- land transportation and navigation; upon automobiles, whether stationary or operated under their own power, against loss or damage by any of the causes or risks specl- fied in this subsection, including also transportation, eolli- sion, liability for damage to property resulting from own- ing, maintaining or using automobiles and including bur- G. C.:'§ 9607-2 OHIO PRIVATE CORPORATIONS. 1892. elary and theft of automobiles and accessories, but not in- eluding loss or damage by risk of bodily injury to the person. To insure against loss resulting to the members of any mutual or stock company or association of any kind whatsoever from assessments levied against all members thereof in pursuance! of the conditions of any policy of in~ surance, contract, statute or law. 2. LIABILITY INSURANCE. Against loss, expense or liability by risk of bodily injury or death by accident, dis- ability, sickness or disease suffered by others for which the insured may be liable or have assumed liability not includ- ing workmen’s compensation. 38. DISABILITY INSURANCE. Against bodily injury or death by accident, and disability by sickness. } 4. AUTOMOBILE INSURANCE. Against loss, expense and liability resulting from the ownership, maintenance or use of any automobile or other vehicle, provided no policies shall be issued under this sub-section against the hazard of fire alone. 5. STEAM BOILER INSURANCE. Against loss oF liability to persons or property resulting from explosions or accidents to boilers, containers, pipes, engines, flywheels, 4 < . A as Ny elevators and machinery in connection therewith and against loss of use and occupancy caused thereby and to make im spections and issue certificates of inspection thereon. 6. USE AND OCCUPANCY INSURANCE. Against loss from interruption of trade or business which may be the result of any accident or easualty. . 7. MISCELLANEOUS INSURANCE. Against loss damage by any hazard upon any risk not provided for im this section, which is not prohibited by statute or at com- mon law from being the subject of insurance, excepting life insurance. (110 v, 116; 107 v.647, §1; 104 v. 202, § 2.) Effect of § 9607-2 on §§ 9510, 9511 and 9556. The attorney gem eral has ruled that $§9510, 9511 and 9556 have been supplanted bj § 9607-2, basing his opinion upon the following language in § 9607-2 ‘““A mutual or stock company may transact only the first kind 0 insurance, or may transact such as it may elect of the other kinds of insurance, following:’’ : The conelusion reached by the attorney general was, that Ur insurance companies, whether. stock or mutual, have only the powers: conferred by §9607-2; that the powers conferred by § 9607-2 ar@ available to either stock or mutual companies but powers mentione@ in §§9510 and 9556, but not mentioned in § 9607-2 may not be e cised by either stock or mutual companies; that in some resp the powers conferred by § 9607-2 are broader than those enumer in §9510; and that a company originally organized under § 9510 may obtain the additional powers by amending its articles of incorporation 14 4 1893 INSURANCE OTHER THAN LIFE. G.C., § 9607-2 Opins. Atty. Gen, 1919, p. 925; 17 .Q..L. R. 308; Compare, Opins. Atty. Gen. 1918, p. 1348. ' “In State, ex rel., v. Gearheart, 103 O. S. 268 (1921), a foreign stock company claimed certain powers by virtue of § 9607-2.» But the court said (p. 265): ‘‘This section is a part..of the chapter dealing with ‘mutual fire insurance companies’. It is difficult to comprehend how it can be stretched’ to include the relator.’ Powers of mutual company. A mutual company is not necessarily an assessment company. It is authorized to collect premiums in ad- vance, accumulate a surplus and in general transact business ‘on prac- tically the same plan as stock companies, except that a mutual: com- pany must provide in its policies ‘for contingent mutual liability. 5 Opins. Attys. Gen. 343, 347 (1900). , A mutual company may borrow money to carry on its legitimate business, 2 Opins. Attys. Gen. 1040. Limitation as to kinds of insurance. A mutual company may be organized to transact any or all of the kinds of insurance mentioned in § 9607-2. Opins. Atty. Gen. 1917, p. 2186. “But a fire insurance company originally organized under § 9510 may, by amendment, acquire only the fire insurance powers granted by subsection 1 of § 9607-2. Opins. Atty. Gen. 1918, p. 1348. Automobile insurance. Paragraph 4 of § 9607-2 authorizes insur- ance on automobile property, against theft, property damage, collision, liability to the public, and against fire. State v. Tomlinson, 101 O. §. 509 (1920). But does not authorize reciprocal insurance. State v. Gearheart, 103 O. S. 263 (1921). Liability insurance. Insurance to physicians against loss by mal- practice was authorized by §§ 9510 and 9385. Opins. Atty. Gen. 1919, pp. 2274, 2284. Contra, Rep. Atty. Gen. 1914, p. 996; Rep. Atty. Gen. 1906-1907, p. 137. For employers liability insurance, see notes to §§ 9510 and 9510-1. A provision in a policy of liability insurance, limiting the amount of insurance to $5,000 on account of injuries to one person 1s valid, and the insured can not recover more from the company. Klein v. Assurance Corp., 9 Ohio App. 241; 29 O. O. A. 175 (1919); affirming, 19 N..P.n. s. 426. f Where, at the time of the accident, it did not appear that bodily injuries were sustained, but such injuries developed subsequently, it 1s sufficient that notice be given to the company immediately after the insured learned of the injuries. Fisher Co. v. General Accident Corp., 8 Ohio App. 176; 29 0. C. A. 300 (1917); Employers Liability Corp. vy. Roehm, 99 O. S. 343 (1919); affirming, 29 0. C. A. 486; 10 Ohio App. 418. _ Use and occupancy insurance. _ Before the enactment of. § 9607-2 insurance against the ‘‘loss of use’’ of property was not authorized. Rep. Atty. Gen. 1912, p. 721. Health insurance. A provision that to constitute total disability the insured must be “strictly, necessarily and continuously within the house and there regularly and personally attended by a legally qualified physician” does not. bar. recovery by an insured who, under the advice of his physician, went out for air and to his physician’s office for treatment. Assurance Co. v. Dickson, 15 ©. C. n. 8. 228 (1912). G. C. § 9607-5 OHIO PRIVATE CORPORATIONS. 1894 Section 9607-2a. (Amendment of articles; notice; ap- proval by attorney general and secretary of state; deposit of copy.) Such articles of incorporation may be amended at any meeting of members, thirty days’ notice of which, and of the business to come before it, has been given by a ma-~ jority of the directors in a newspaper published and of gen- eral circulation in the county where the company’s principal place of business is located. Such amendment, if adopted by at least three-fifths vote of the members present and | voting at the meeting so called and if not inconsistent with the constitution and laws of this state, and of the United States, shall be approved by the attorney general and secre- tary of state and such amendment and the certificate of ap-_ proval by the attorney general shall be filed in the office of the secretary of state, and shall thereupon be in effect. After recording such amendment the secretary of state shall de- posit a copy thereof with the superintendent of insurance. (109 v. 283.) 4 Section 9607-3. (Legal existence of company; power ol original incorporators.) The company shall have legal exis- tence subject to the limitations prescribed in this act, from the filing of its articles of incorporation with the secretary Oo= state, and the original incorporators shall have power to fix and call the first meeting and adopt by-laws which there- upon shall be filed with the superintendent of insurance, and to elect the first officers and directors who shall continue in office until the first annual meeting of the members. (104 v. 202, § 3.) Section 9607-4. (Bond prerequisite to solicitation for in- surance or acceptance of premiums.) No such domestic com- pany shall solicit applications for insurance, or accept pre= miums, until it has filed with the superintendent of insurance its bond (with sureties) in the sum of ten thousand dollars, conditioned upon the faithful accounting for all funds an@ property which it may receive or possess, nor until it has” procured the certificate of the superintendent of insurance approving such bond and the sureties thereon. — The pre= miums received on subscriptions for insurance shall be held by the company in trust for the respective subscribers until policies of insurance are issued to them. (104 v. 202, §4 Section 9607-5. (Conditions upon which license shall is- sue.) No such domestic company shall issue policies OF” effect insurance until the superintendent of insurance has, 1895 INSURANCE OTHER THAN LIFE. G. C. § 9607-8 by his license, authorized it to do so; nor shall such license be issued or renewed unless the. company shall comply, as to each kind of insurance which it shall effect, with the fol- lowing conditions: 1. It shall hold bona fide applications for insurance upon which it shall issue simultaneously, or it shall have in foree, at least twenty policies to at least twenty members for the same kind of insurance upon not less than one hundred sepa- rate risks, each within the maximum single risk described herein. 2. ‘‘The maximum single risk’’ shall not exceed twenty per cent. of the admitted assets or three times the average ° risk or one per cent. of the insurance in foree, whichever is the greater, any reinsurance taking effect simultaneously with the policy being deducted in determining the maximum single risk. 3. It shall have collected a premium upon each applica- tion, which premium shall be held in eash or securities in which insurance companies are authorized to invest and shall be equal, in case of fire insurance to not less than twice the maximum single risk assumed subject to one fire nor less than ten thousand dollars, and in any other kind of insur- ance to not less than five times the maximum single risk assumed. (107 v. 647, §2; 104 v. 202, § 5.) Section 9607-6. (Every policyholder a member.) Except as otherwise provided by law, every policy-holder of a do- mestic mutual company shall be a member while his policy is in force, and entitled to one vote and no more. (104 v. 202, § 6.) Section 9607-7. (Cash advance premiums.) A domestic mutual company may, in its articles of incorporation, or in its by-laws, provide for a cash premium payable in advance and a contingent liability of the policy-holder of not less than one, nor more than ten times the cash premium in each policy, and may further provide for policies not exceeding on any one risk five per cent..of the company’s assets, to be issued for cash premiums payable m advance without con- ‘tingent liability of the policy-holder. (104 v. 202, § 7.) For interpretation of former analogous sections, see 4 Opins, Atty. Gen., pp. 517, 520, 499; 3 Opins. Atty. Gen. 761. Section 9607-8. (How by-laws amended.) The by-laws of ‘Such company may be amended at any meeting of the board G. C. § 9607-12 OHIO PRIVATE CORPORATIONS. 1896 of directors, but such amendment shall not become effective : unless and until the same is approved by the superintendent — of insurance. (107 v. 647, §6; 104 v. 202, § 8.) Section 9607-9. (Maximum premium; when policy may be issued for cash premium.) The maximum premium payable — by any member, may be a cash premium and an additional contingent premium not less than the cash premium, or may | be solely a cash premium. No policy shall be issued for a cash premium without an additional contingent premium ~ unless the company has a surplus which is not less in ‘amount than the capital stock required of domestic stock insurance companies transacting the same kind of insurance. | (107 v. 647, §3; 104 v.-202, § 9.) Section 9607-10. (Stipulation or provision as to contingent | liability!) Every such mutual company shall set forth in- every insurance policy which it issues upon a eash premium and contingent liability, either a stipulation of the contingent liability of the policy-holder or the provision in the article’ of incorporation or by-laws fixing the contingent liability. Such contingent liability shall cease with the expiration of the time for which a cash premium has been paid in ad vance, except for liability incurred during said time. (104 v. 202, § 10.) Section 9607-11. (Investment of assets.) No domesti¢ mutual company shall invest any of its assets otherwise than as provided for the investment of assets of stock fire insur- ance companies, and in computing the assets, liabilities and surplus of such company, no contingent liability or unauthor- ized investments shall be considered, (104. v. 202, §11.) Section 9607-12. (Money advanced not a liability against company; exception.) Any director, officer or member of any domestic mutual insurance company, or any other per son, may advance to such company any sum or sums, oF money necessary for the purpose of its business, or to enable it to comply with any requirement of the law, or as a cast guarantee fund.’ Such moneys, and such interest thereon as may have been agreed upon, not exceeding eight per centum per annum, shall not be a liability or claim against the com= pany, or any of its assets, except as herein provided, ana shall be repaid only out of the surplus earnings of such com pany; and, except as otherwise approved and ordered by the superintendent of insurance, no part of, the principal thereo® 1897 INSURANCE OTHER THAN LIFE. G. C. § 9607-16 shall be repaid until the surplus of the company remaining after such repayment is equal in amount to the principal of the money so advanced. Such advancement and repayment shall be subject to the approval of the superintendent of insurance, provided that this section shall not affect the power to borrow money which any such company possesses under other laws. No commission or promotion expenses shall be paid by the company, in connection with the ad- vance of any such money to. the company, and the amount of any such unpaid advance shall be reported in each an- nual statement. (107 v. 649, §4; 104 v. 202, § 12.) Section 9607-13. (Expense shall not exceed forty per cent. of premium income.) Subsequent to the first calendar year after organization, the expense of management of any such domestic company shall not exceed in any one calendar year forty per centum of its premium income in such year; provided that the income on policies issued on the premium note or assessment plan shall be computed according to the ‘annual basic premium. (104 v. 202, § 13.) Section 9607-14. (When company shall be deemed im- ‘paired; assessment.) Except as otherwise provided by law, any domestic mutual company having a contingent liability, which is not possessed of assets above its unearned premium sufficient for the payment of incurred losses and expenses, shall be deemed to be impaired and shall make an assess- ment for the amount needed to pay such losses and ex- penses upon its members liable to assessment, in proportion to and within the limits of their several liabilities. (104 v. 202, § 14.) Section 9607-15. (When impaired company may continue to issue policies.) If the impairment be not more than twenty-five per cent. of such company’s reinsurance reserve fund, computed according to law, the superintendent of in- surance may permit it to continue to issue policies for such period as he may designate, not exceeding ninety days. If such impairment be not restored within the period designated, or exceeds twenty-five per cent. of such rein- Surance reserve, it shall be unlawful for the company to issue new policies until such impairment be restored and until authorized by the superintendent of insurance or by a court in a proper proceeding. (104 v. 202, § 15.) Section 9607-16. (Record of the order for assessment. Liability of policy-holder.) Such company shall cause to be G. C. § 9607-16 OHIO PRIVATE CORPORATIONS. _ 1898 recorded in a book kept for that purpose the order for such — assessment, with a statement which shall set forth the con- dition of the company at the date of the order, the amount of its assets and of its deposit notes or other contingent funds liable to the assessment, the amount which the assess- ment calls for, and the particular losses or other liabilities which it is to provide for. The said record shall be made and signed by the directors who voted for the order, before any — part of the assessment is collected, and any person liable to- the assessment may inspect and take a copy of the same. Each policy-holder shall be liable to pay his proportional part of any assessments which may be laid by the company in accordance with law and'‘his contract, on account of losses and expenses incurred while he was a member, if he is notified of such assessment within one year after the ex- piration or cancellation of his policy; and when an assess- ment is ordered, the directors shall forthwith cause written — notice and demand for payment to be made upon each — person subject thereto, by mail or personal service. (104 v. 202, § 16.) Forfeiture of insurance for non-payment of assessments. Where the — holder of a policy leaves the payment of assessments to his bookkeeper, ~ who proves a defaulter and fails to pay them, such act is not an un- avoidable accident or mistake, for which a court will grant relief against forfeiture. Graveson v. Life Ass’n, 8 C. C. 172; 6 C. D. 327 (1894). See Insurance Co. v. Troy, 20 C. C. 644; 10 C. D. 761 (1900). The fact that the forfeiture of the policy was not declared sooner by ~ the association than it had a right to do, does not amount to a waiver — of its right to forfeit the policy. ! Graveson v. Life Ass’n, 8 C. C. 172; 6 C. D. 327 (1894). Phoenix Insurance Co. v. Hoffler, 2 C. C. 181; 1 C. D. 403 (1890); 4 reversed, 23 W. L. B. 108. q After a fire the insured paid to the agent an assessment which was then so long overdue that the insurance was suspended under the terms of the policy. The agent remitted the premium to the © company which returned it with instructions to refund to the insured, — which the agent failed to do until six or eight months after the fire. Held to be a waiver of the suspension of the policy. Insurance Co. v. Billman, 18 ©. C. n. s. 261 (1909); aff’d, no rep. 82 0. S. 451. Enforcement of assessments. See §§ 9540, 9541. Extent of liability. A member of a mutual fire company is not liable for assessments levied to pay losses occurring before he became a member or after his membership ceased. State v. Fire Ass’n, 42 O. 8. 555 (1885). Wilhelm v. Parker, 17 C. C. 234; 9 C. D. 724 (1898). After the policy has expired and the policy and premium notes sur- rendered, the insured is not liable for assessments made to pay subsequent an losses, but he remains liable for losses occurring during the life of his 4 policy. 1899 INSURANCE OTHER THAN LIFE. G. C. § 9607-16 Wilhelm v. Parker, 17 C. C. 284; 9 C. D. 724 (1898). Leverone v. Brown, 12 C. C. n. s. 277 (1909). The estate of a decedent, who had effected mutual fire insurance dur- ing his life, is liable for assessments; and is jointly liable with the heirs for assessments made after his death during the term of the policy. In re Lones’ Estate, 57 Bull. 122. Defenses. ° Statute of limitations. An action to recover assessments must be brought within six years after demand is made. Mills & Co. v. Whitmore, 22.C. C. 467; 12 C. D. 338 (1901). Where, after insolvency, an assessment, for the full amount of the liability of a policyholder was made by the court, and subsequently an- other assessment is made on all policyholders, covering the same liability, but adding the probable costs of collection of the assessment, the statute begins to run on the first assessment and is not revived by the second assessment. Swing v. Crane, 11 ©. C. n. s. 297 (1908) ; aff’d, no rep., 79 O. S. 461. See Swing v. Cultivator Co., 9 C. C. n. s. 45; 19, Ci: D365 (1906); reversed, no report, 77 O. 8. 610. Compromise. The directors have power to compromise a claim for assessments, and return the premium notes to the member, and such com- promise is a defense against subsequent assessments made to pay losses occuring prior to the compromise. Wadsworth v. Davis, 13 O. S. 123 (1862). See Swing v. Rose, 75 O. S. 355, 369 (1906). Necessity for or amount of assessment. Where an assessment is made by a court, in a dissolution proceeding to which the corporation is a party, such decree is binding upon the policyholders aa to the necessity for and amount of the assessment, although the individual policyholders “ere not parties to the proceeding. Swing v. Rose, 75 O. 8S. 355 (1906). But policyholders may defend on other grounds. Swing v. Crane, 11 C. C. n. s. 297 (1908) ; afi’d, no rep., 79 O. S. 461. Cancellation of policy. Where a policy was cancelled in good faith by the company, on the ground that the risk was undesirable, and tfe premium note was returned to and accepted by the insured, he is relieved from liability on such note, and the receiver of the company can not re- cover thereon. Mansfield v. Furniture Co., 12 C. C. 222; 4 C. D. 473 (1896) ; aff'd, no rep., 54 O. S. 653. ‘ See Wadsworth v. Davis, 13 O. S. 123 (1862). Wilhelm v. Parker, 17 C. C. 234; 9 C. D. 724 (1898). But the insured, and his surety on the premium note, are liable for the earned portion of the premium, although the policy provides that in case of loss the amount due for premium is to be deducted from the amount payable by the insurer. Irwin v. Insurance Co., 2 Dis. 68 (1858). Payment of loss to insured, Although a policyholder has suffered a loss, which is paid to him by the company, he remains liable for his share of the losses which occurred during the life of the policy. Swing v. Rose, 75 O. S. 355, 368 (1906). Mansfield v. Houston, 20 C. C. 662; 10 C. D. 807 (1897); aff’d, no rep., 58 O. S. 690. Insurance Co. v. Society, 117 Mass. 199 (1875). Machine Co. v. Partridge, 25 N. H. 369 (1852). G. GC. § 9607-17 OHIO PRIVATE CORPORATIONS. 1900 — Insurance not in force because of default of insured. Where the — insurance is not in force because of default in payment of installments on ~ a premium note, the maker of the note is liable for assessments. Insurance v. Sorter, 1 Cleve. L. R. 133 (1878). Insurance Co. v. Leavy, 136 Pa. St. 499 (1890). Huntley v. Perry, 38 Barb. 569 (N. Y.). Fraud. Ignorance of insured of assessment character of insurance. Non-compliance with law by company. A mutual company which issues — a policy without the word ‘¢mutual’’ thereon as required by § 9607-22, — and by falsely representing that there is no contingent liability there-— on, induces its acceptance, commits a fraud on the policyholder. person who, after he had notified the agent that he would not accept any assessment insurance, received such a policy and retains it until he receives a notice of an assessment, is not liable to the receiver of ~ the company. ; Williams v. Receiver, 10 C. C. n. s. 422; 20 C. D. 197 (1907). Swing v. Crane, 11 C. OC. n. s. 297 (1908) ; aff’d,’no rep., 79 O. S. 461. © But where the policy shows on its face that it is issued by a mutual — company, a policyholder can not defend on the ground of fraud as against — innocent creditors, although he was deceived as to the character of the insurance, Mansfield v. Ice Co., 28 W. L. B, 113 (C. P. 1892). Insurance Co. v. Sorter, 1 Cleve. L. R. 133 (1878). Mansfield v. Woods, 29 W. L. B. 111 (C. P. 1893). Karlier cases held that a member can not avoid liability on the ground © that the corporation was not properly organized to do business or had not complied with the law. Mansfield v. Woods, 29 W. L. B, 111 (1893). a Insurance Co. v. Horner, 17 Ohio 407 (1848). See Richards v. Swain, 7.N. P. 68; 9 L. D. 70 (1899). Section 9607-17. (Petition to have court examine assess ment and necessity therefor. Notice to parties interested. Hearing and report. Effect of decree. When further col- lection may be stayed.) If the directors by authority of stat- ute make an assessment or call on the members for money, or vote that there exists a necessity for such assessment, or eall, they or any person interested in the company as al” officer, policy-holder of creditor may apply to a court of competent jurisdiction by a petition in the nature of a bill” in equity, praying for the court to examine such assessment or eall, the necessity therefor, and all matters connected therewith, and to confirm, amend or annul the assessment or call, or to order the same to be made as law and justice may require; but if an application is made by any party except the company, or a receiver, or the insurance super intendent, the court may decline to exercise jurisdiction thereof. If the directors unreasonably neglect to make an assessment or eall to satisfy an admitted or ascertained claim upon the company, any judgment creditor, or any person holding such claim, or the insurance superintendent, may. make application to the court. Upon such application, ¥ 1901 INSURANCE OTHER THAN LIFE. G. C. § 9607-17 made by the directors, or upon an.order of the court, if made by any other person, the directors shall set forth the claims against the company, its assets, and all other facts and particulars appertaining to the matter. The court before which such application is filed shall order notice’ to be given by publication or otherwise to all parties interested, and upon the return thereof shall examine the assessment or call, and the necessity therefor, and all matters connected therewith. Any parties interested may appear and be heard thereon. All questions that arise shall be heard and determined as in other equity cases. The application shall be referred to a master who shall appoint a time and place to hear all parties interested, and who shall give personal notice thereof in writing to the in- ‘surance superintendent, and through the post-office, so far as he is able, to all persons liable upon said assessment -or call. The master shall hear the parties, and report upon the correctness of the assessment or call, and all other mat- ters connected therewith. The court may confirm, amend or annul the assessment or call, or order one to be made; and may make such orders and decree as under all the cir- cumstances justice and equity require. If the assessment or call is altered or amended, or one is ordeerd to be made, the directors shall forthwith proceed to vote the same in legal form, and the record of such vote shall be set forth in a supplemental bill or answer. | When an assessment or call has been so confirmed, as- certained or established, a decree shall be entered which shall be final and conclusive upon the company and _ all persons liable to the assessment or call, as to the necessity of the same, the authority of the company to make or col- lect the same, the amount thereof, and all formalities con- nected therewith. An assessment or call altered or amend- ed by vote of directors and decree of the court thereon shall be binding upon all parties who would have been liable under it as originally made, and in all legal proceedings shall be held to be such original assessment or call. All such proceedings shall be at the cost of the company and in all cases the court may control the disposition of the funds collected under such proceedings. If the court finds that the net proceeds of any assess- ment or call will not be sufficient to furnish substantial relief to those having claims against the company, 1t may decree that no assessment shall be collected; and if, upon the application of the insurance superintendent or a member of the company, or of any person interested, the court is of G. C. § 9607-21 OHIO PRIVATE CORPORATIONS. 1902 the opinion that further attempts to collect an assessment then partially collected will not benefit those having claims against the company, it may stay the further collection of said assessment. (104 v. 202, § 17.) Section 9607-18. (When trustees or directors personally liable!) The trustees or directors of any such company shall be personally liable for any losses upon risks taken after the superintendent of insurance has issued his requisition to restore any deficiency in the assets and before such defi- ciency is restored. Provided that nothing herein shall be construed to require any mutual fire insurance company, now doing business on the premium note plan, to keep on hand any cash reinsurance reserve or funds invested in se- curities, other than their premium notes, when the premium notes amount in gross to three per centum of the amount at risk by the company. (104 v. 202, § 18.) Section 9607-19. (When foreign company shall be ad- mitted to transact business.) A foreign mutual company shall be admitted to transact the kinds of insurance. authorized by its charter or articles of incorporation to the extent and with the privileges and powers permitted by law to domestic mutual companies when such company shall be solvent and shall transact its business according to the requirements of law applicable to like domestic mutual insurance companies. (107 v. 649, §5; 104 v. 202, § 19.) A foreign company which issued a contract providing for assess- ments at certain specified rates was held not authorized to levy as- sessments in excess thereof. Insurance Co. v. Douds, 103 O. S. 398 (1921); aff’d, — U. 8S. — (1923); 67 L. Ed. 488. Section 9607-20. (Alien company admitted to do business, when.) An alien mutual company, transacting the business of insurance authorized in this act [G. C. §§ 9607-1 to 9607-29] on the mutual plan, in accordance with the laws of the ecoun- try, state or province in which it was organized, may be ad- mitted to transact such business within this state upon com- plying with the laws applicable to it, when its assets—in- vested according to the laws of the state where its assets are held in the United States, pledged for the payment of its liabilities in the United States—exceed its liabilities in the United States by two hundred thousand dollars. (104 v. 202, § 20.) Section 9607-21. (When license of foreign or alien com- pany may be revoked.) Whenever the superintendent of in- . 1903 INSURANCE OTHER THAN LIFE. G. C. § 9607-23 surance shall find that any foreign or alien mutual company, doing business in this state, does not have the qualifica- tions required of such company for admission to this state, or that it has not complied with the law, he may revoke the license of such company to transact. business in this state. (104 v. 202, § 21.) Section 9607-22. (Every domestic, foreign or alien com- pany shall contain the word ‘‘mutual’’, exception.) The name of every such domestic, foreign and alien mutual company shall contain the word ‘‘mutual.’’ This section shall not apply to any company now licensed to do business in this state, whose name does not now con- tain the word ‘‘mutual,’’ unless it does now, or hereafter shall, issue policies which are subject to contingent liability or assessment. (104 v. 202, § 22.) A mutual company which issues a policy without the word “mutual” thereon, and, by falsely representing that there is no contingent lia- bility thereon, induces its acceptance, commits a fraud on the policy- holder. A person who, after he had notified the agent that he would not accept any assessment insurance, receives such a policy and re- tains it until he receives notice of an assessment, is not liable to the receiver of the company. Williams v. Receiver, 10 C. C. n. s. 422; 20 C. D. 197 (1907). Swing v. Crane, 11 C. C. n. s. 297 (1908) ; aff'd, no rep., 79 O. S. 461. But where the policy shows on its face that it is issued by a mutual company, a policyholder can not defend on the ground of fraud as against innocent creditors, although he was deceived as to the character of the insurance. Mansfield y. Ice Co., 28 W. L. B. 113 (C. P. 1892). Insurance Co. v. Sorter, 1 Cleve. L. R. 1383 (1878). Mansfield v. Woods, 29 W. L. B. 111 (C. P. 1893). Earlier cases held that a member can not avoid liability on the ground that the corporation was not properly organized to do business or had not complied with the law. Mansfield v. Woods, 29 W. L. B. 111 (1893). Insurance Co. v. Horner, 17 Ohio 407 (1848). See Richards v. Swaim, 7 N. P. 68; 9.L. D. 70 (1899). Section 9607-23. (Company having similar name of an- other not permitted.) No such domestic, foreign, or alien mutual company shall be permitted to transact business if its name is so similar to any name already in use by any company organized or doing business in the United States, as to be confusing or misleading to the public, unless the company whose name is so similar shall consent thereto. The superintendent of insurance and secretary of state shall determine all questions respecting such similarity of names, and if they fail to agree, the attorney general shall determine ee § 9607-28 OHIO PRIVATE CORPORATIONS. | 1904 | whether any proposed name may be adopted or used. (104 v. 202, § 238.) Section 9607-24. (Maintenance of unearned premium re- serve.) Every domestic, foreign and alien mutual company shall maintain an unearned premium reserve of fifty per — centum of the cash premiums received and receivable on un- expired risks and policies running one year or less from date of policy, and a pro rata amount of all cash premiums re- ceived and receivable on all other unexpired risks and poli-_ cies. (104 v. 202, § 24.) | Section 9607-25. (Retaliatory law shall not apply, when.) — No retaliatory law of this state, relating to insurance com- | panies, shall apply to any such mutual company organized — under the laws of any state which has a similar law ex-_ empting mutual fire insurance companies from the retalia-_ tory laws of such state. (104 v. 202, § 25.) Section 9607-26. (Laws applicable.) The laws of this_ state governing corporations and the laws relating to Insur- ance, to the extent they are now or hereafter may be ap-- plicable to any such mutual companies and not in conflict with the provisions of this act [G. C. §§ 9607-1 to 9607-29}, are hereby made specifically applicable to such mutual com-— panies. (104 v. 202, § 26.) a Section 9607-27. (Companies and associations not af-— fected by this act.) This act shall not affect any company now doing business within this state on the premium note plan, nor any mutual protective association now or here- after organized or doing business under the provisions of” Tit. IX, Div., III, Subdiv. II, Chap. 2 of the General Code — or amendments thereof, unless such company or assocla- tion elect to reorganize under the provisions of this act. [G. C. §§ 9607-1 to 9607-29]; provided also that the sections © repealed by this act shall remain in force, so far as applica- ble, to any such company or association not so electing. (104 v. 202, § 27.) dd Of Section 9607-28. (What companies held organized under laws of this state.) Every mutual fire insurance company” ereated by or organized under a general or special law this state and doing business herein upon or without the premium note plan, which by its policy, by-laws or publie statements of its financial affairs claims the benefit of the 1905 INSURANCE OTHER THAN LIFE. G. C. § 9607-33 guarantee fund or the contingent liability of its policy-holders as provided for in this act [G. C. §§ 9607-1 to 9607-29], shall be held as having organized under the laws of this state now in force, and be governed by the portions thereof as applicable to such company. (104 v. 202, § 29.) Section 9607-29. (Refusal to make report forfeits char- ter.) Any mutual company which neglects to make and forward to the superintendent of insurance an annual report of its affairs, as required by law, or refuses to allow him free access to its books and papers, and to investigate its financial standing if organized under the laws of this state, shall thereby forfeit its charter, and the superintendent of insurance shall proceed without delay to bring its affairs to a close. (104 v. 202, § 30.) Section 9607-31. (Deposit of securities to transact busi- ness outside state.) That any domestic mutual fire insurance company, for the protection of all its policies, may deposit with the superintendent of insurance of Ohio, securities of the kind hereinafter described, in such sum as shall be neces- sary to enable such company to transact business in any other state under. the laws of said state. (107 v. 500, §1.) Section 9607-32. (Execution of receipt; record of securi- ties.) Said superintendent of insurance shall execute his re- eeipt therefor to the depositing company, safely keep such securities as provided by law until same be withdrawn by the depositing company as hereinafter provided, and also keep in his office a record in which shall be entered. the name of the company so owning and depositing such securi- ties, the name of the debtor, the par value and serial num- ber of each such security, the date of its maturity, and the date of maturity and amount of each installment of interest to become due. (107 v. 500.) Section 9607-33. (Securities specified; registration.) Said securities shall consist of United States bonds, bonds of the state of Ohio or bonds of a county or incorporated city of this state, issued in conformity with law, not estimated above their par value, which, before being deposited, shall be regis- tered by the company in favor of ‘‘the superintendent of in- surance of the state of Ohio in trust for the benefit and se- ty of all the policy-holders of said company.’’ (107 v. 0.) Federal farm loan bonds may be deposited. § 9518-2. G. C. § 9607-38 OHIO PRIVATE CORPORATIONS. 1906 Section 9607-34. (Collection and deposit of principal and interest.) Said superintendent of insurance shall collect and pay over to the depositing company the principal and inter- est on said securities as same mature, but before receiving — the proceeds of the principal sum of any deposited security, — the company shall substitute securities of the required char- acter equal in amount. to those maturing. (107 v. 501.) Section 9607-35. (Exchange of securities.) Such deposit- ing company at any time may exchange for any securities so deposited other securities of like character which shall be deposited and handled in all respects as said original de- posit. (107 v. 501.) Section 9607-36. (Certification under seal, of deposits.) Upon request of the depositing company, said superintendent of insurance shall certify under the seal of his office to the insurance department of any other state, or to any other interested person, to the fact of such deposit, and the amount and description of the securities so on deposit. (107 v. 501). Section 9607-37. (Examination of securities, annually.) Every insurance company having securities deposited in the office of the superintendent of insurance, may, once during each calendar year, at such proper time as the company may select, cause its securities so deposited to be examined by its president, secretary or other agent whom it may desig- nate for that purpose. (107 v. 501.) Section 9607-38. (Surrender of securities upon termina- tion of liability; examination of records.) No part of the securities so deposited shall be surrendered by said superin- — tendent of insurance to the depositing company until lia- bility shall have terminated on all policies for whose benefit — the securities have been deposited. When liability on all — such policies shall have terminated, the depositing company may apply to said superintendent of insurance for the sur | render of the deposited securities, thereupon the president — or principal officer and secretary of the company shall make — oath that all liability on such policies has terminated and — said superintendent of insurance shall cause an examination to be made of the records and files of the company and if it~ appear that liability no longer exists, the superintendent — shall. surrender such securities to the depositing company: Such superintendent of insurance, ninety (90) days prior — to the time of surrendering same, shall advise of the contem-— 1907 ~ INSURANCE OTHER THAN LIFE. G.C. § 9609 plated withdrawal by registered mail addressed to all per- sons who may have been notified of the fact of such deposit under section 9607-36 hereof. (107 v. 501.) CHAPTER 3. LIVE STOCK. § 9608. Association for insurance § 9615. Examination. against loss by death of § 9616. Applications necessary. domestic animals. § 9617. When company may com. § 9609. Certificate of organization. mence business. § 9610. Certificate to be filed. . *§ 9618. When charter shall be for- § 9611. Election of officers. feited. § 9612. Constitution and by-laws. § 9619. Bond of secretary and § 9618. Annual statement; renew- treasurer. al certificate; fee. § 9620. Directors. § 9614. Failure to make statement. Section 9608. (Association for insurance against loss by death of domestic animals.) Any number of persons of law- ful age, residents of this state, not less than five, may asso- ciate themselves together. for the purpose of becoming a body corporate, and insure themselves, and any person be- coming a member of such corporation, in accordance with the rules and regulations thereof, against loss from death of domestic animals, and assess upon and collect from each other such sums of money, from time to time, as are neces- sary to pay losses which occur from the death of such ani- mals to any member of the corporation, and incidental ex- penses and may assess upon and collect from each other an amount equal to the average yearly losses and expenses, Such average yearly losses and expenses to be based upon the preceding three years, the same to be treated as a sur- plus; such surplus to be used in paying losses and expenses that may occur, and if invested, to be under the provisions of sections 9518 and 9519 of the General Code. (June 9, Beth 102 v. 355; R. S. See. 3691-1; April 15, 1889, 86 v. re) The articles of incorporation must show that all the incorporators are residents of Ohio. Rep. Atty. Gen. 1910-1911, p. 223. : In case of failure to pay a certificate, the holder need not seek specific performance to levy assessments, but may sue at law for the sum stipu- lated in certificate. Hall v. Live Stock Ass’n, 25 W. L. B. 79 (C. P. 1891). Section 9609. (Certificate of organization.) Such _per- Sons shall make and subscribe a certificate, setting forth therein : 1. The name by which the corporation is to be known. G. C. § 9612 OHIO PRIVATE CORPORATIONS. 1908 | 2. The place which is chosen as its principal office. 3. The object of the corporation, which shall only be to enable its members to insure each other against loss from — death of domestic animals, and to enforce any contract by — them entered into, whereby they specifically agree to be © assessed for the payment of losses and incidental expenses. — 4. An acknowledgment of the signing of such certificate — before a notary public, or other officer authorized to take the acknowledgments of deeds and mortgages. (R. 8S. See. 3691-2; April 15, 1889, 86 v. 378, § 2.) Section 9610. (Certificate to be filed.) Such certificate shall be filed in the office of the secretary of state, and a copy thereof duly certified by such secretary, shall be evi- dence of the existence and due incorporation of the com- — pany for the purposes therein named. (R. S. See. 3691-3; © April 15, 1889, 86 v. 378, § 3.) : Section 9611. (Election of officers.) When such certifi- cate is so filed, and a certified copy thereof forwarded to the company, the persons named therein shall elect their directors, a president, secretary, treasurer, and such other officers as are necessary for doing the business and accom- — plishing the objects of the company, to serve for one year, ~ or until their successors are duly elected and qualified. Such officers shall thereafter be elected annually, by the ~ members of the association, at such time as is fixed upon in © the constitution. Such company so organized shall not in-~ sure against loss by death of domestic animals for others — than members of the company who are bona fide residents — of this state. (R. S. Sec. 3691-4; April 15, 1889, 86° Vag 378, § 4.) : Section 9612. (Constitution and by-laws.) Every such a company shall adopt such constitution and by-laws consistent — with the constitution and laws of this state and the United — States, as in the judgment of its members best will subserve — its interests and purposes. All persons who obtain insur-— ance in the company shall thereby become members thereof, with power to vote at regular meetings of members, upon all subjects, and also be held, in law, to comply with all the — provisions and requirements of the company. (R. 8. See. — 3691-5; April 15, 1889, 86 v. 378, § 5.) . Where the constitution and by-laws of an association provided that payment of dues entitled the person to membership, “so long as he carries insurance and for one year thereafter,” members were liable for asseSS- ments, in the opinion of the attorney general, during the entire year of 1909 INSURANCE OTHER THAN LIFE. G. C. § 9615 their membership, regardless of whether they had property insured during all of sucn period, Rep. Atty. Gen. 1908-1909, p. 343. Section 9613. (Annual statement. Renewal certificate. Fee.) The president, or vice-president, and secretary of such company, annually on the first day of January, or within thirty days thereafter shall prepare, under oath, and deposit in the office of the superintendent of insurance, a statement of the condition of the company on the thirty-first day of December then next preceding, exhibiting such facts as are enumerated in section ninety-five hundred and ninety, applicable to such companies, and such other information as is necessary to reveal the financial condition and general management of the company, as the superintendent requires in a printed form, to be by him supplied for that purpose. Upon filing its annual statement, the superintendent shall annually issue a renewal certificate to such company, if he finds the company has complied with the law. For filing each such annual statement and for each certificate and renewal certificate, every such company shall pay to the superintendent for the use of the state, five dollars to cover the cost of filing annual statement and fee for issuing such certificate. (April 23, 1910, 101 v. 129; _R. S. Sec. 3691-5; April 15, 1889, 86 v. 378, § 5.) Section 9614. (Failure to make statement.) Any such company failing to make and deposit such statement, or to reply to any inquiry of the superintendent of insurance, shall be subject to a forfeiture of five hundred dollars, and an additional five hundred dollars for every month it thereafter transacts any business of insurance, and shall forfeit its right to do the business contemplated by this chapter. The super- intendent by proceedings in quo warranto shall enforce such forfeiture. (R. S. Sec. 3691-5; April 15, 1889, 86 v. 378, § 5.) Section 9615. (Examination.) The superintendent of in- Surance, whenever he deems it advisable, may cause an ex- amination of the affairs of such company to be made by one ‘or more disinterested persons, at the expense of the com- pany, the expense not to exceed five dollars per day for each person employed. If upon such examination, it appears that it is exercising powers or franchises contrary to law, the superintendent shall institute proceedings in quo. warranto against the company, and if it be found, in such proceed- ings, that it has exercised powers or franchises contrary to law, a forfeiture of its right to do business shall be de- clared. (R. S. Sec. 3691-6; April 15, 1889, 86 v. 379, § 6.) G. C. § 9619 OHIO PRIVATE CORPORATIONS. 1910 — Section 9616. (Applications necessary.) No company organized under this chapter shall issue any certificate or policy of insurance until bona fide applications for insurance to the amount of fifty thousand dollars have been filed with — the secretary of the company, and a statement of such fact ~ sworn to by the secretary and president, filed with and approved by the superintendent of insurance. The treasurer of such company shall not receive money, as treasurer, until he has filed with the superintendent his bond, payable to the state of Ohio, for the benefit of the members of such — company, in the sum of ten thousand dollars, with security, to be approved by the superintendent. Such bond shall be conditioned for the faithful application of all money coming into his hands as treasurer. (R. S. Sec. 3691-7; April 15, 1889, 86 v. 379, § 7.) 7 Section 9617. (When company may commence business.) When the statement of the secretary and president, and the bond of the treasurer required by the preceding section, are - filed and approved by the superintendent of insurance, he shall issue, to such company, his certificate, certifying that fact, and such certificate shall constitute the authority of the company to commence business. (R. S. Sec. 3691-8; April 1D; .LSB9;4 0 Ms oushh ay cay ee Section 9618. (When charter may be forfeited.) Should the amount at risk in such company be reduced below fifty thousand dollars, it shall issue no more certificates or poli cies of insurance until bona fide applications, sufficient to- restore the insuranee to such amount have been secured, and a sworn statement of that fact is filed with and approved by the superintendent of insurance, and by him certified to the company. If such company fails to restore such amount, for the period of six months, it shall forfeit its right to do- business. When its liabilities exceed seven per cent of the — amount of risk in force, as determined by the last preceding — assessment, such company shall be deemed to be insolvent, — and to have forfeited its charter. Such forfeiture shall be ~ enforced by the superintendent of insurance by proceedings in quo warranto. (108 (Pt. 1) v. 72; R. S. See. 3691-9; 86 Vv. ~ 380, § 9.) . Section 9619. (Bond of secretary and treasurer.) The — treasurer and secretary of such companies shall give bond for the faithful performance of their duties, to the directors — or trustees thereof, in such sum and with such security as are prescribed in the by-laws of the company, the security 1911 INSURANCE OTHER THAN LIFE. G.C. § 9621 to be approved by its directors or trustees. (R. 8S. See. 3691- 10; April 15, 1889, 86 v. 380, § 10.) Section 9620. (Directors.) The directors or trustees of such company before qualified, shail take an oath, to be administered by any officer authorized to take acknowledg- ments of deeds, faithfully to perform their official duties. (R. S. See. 3691-11; April 15, 1889, 86 v. 380, § 11.) CHAPTER 4. CREDIT GUARANTY. § 9621. Organization. § 9629. Annual statements. § 9622. Capital stock. § 9630. Companies of other states. § 9623. Increase of capital stock. § 9631. When company of other § 9624. Investment of capital. state exempted from mak- § 9625. Certificate and authority to ing deposit. do business. § 9632. Forfeiture of right to do § 9626. Deposits. business. § 9627. Powers. § 9633. Examination. § 9628. May purchase certain ac- counts. Section 9621. (Organization.) Any number of persons, not less than five, may associate and form a company to guarantee and indemnify merchants, manufacturers, traders and those engaged in business, and giving credit, from loss and damage by reason of giving and extending credit to their customers and those dealing with them, by making, acknowledging and filing articles of incorporation pursuant to, and by complying with sections ninety-three hundred and forty, ninety-three hundred and forty-one and ninety-three hundred and forty-two. (R. S. Sec. 3691-14; May 2, 1902, 95 v. 345; May 21, 1894, 91 v. 415.) Under the language of paragraph two of § 9510 permitting a com- pany to “guarantee the performance of contracts other than insurance policies” a credit insurance company may be organized or admitted under § 9510 et seq. 4 Opins. Attys. Gen. 535. (1893). A credit insurance bond required notice of insolvency of each debtor, within a fixed time, and provided that knowledge _by or notice to any agent or representative other than certain designated officers should not estop the company from enforcing any provisions of the policy or be a waiver. The insured, within the time fixed, gave notice on a blank form furnished by the company but did not fully comply with the requirements as to notice. The company began an investigation and one of the designated. officers corresponded with the insured and had full knowledge of all facts of which the in- sured was required to give notice. Held, knowledge of the officer Was notice to the company, and its action waived the more formal notice. Koblitz v. Indemnity Co., 92 O. S. 272 (1915). : ; An insured notified his insurer that a debtor had been adjudged G. C. § 9625 OHIO PRIVATE CORPORATIONS. . 1912 a bankrupt. The insurer replied that it had been informed that the debtor was ‘‘closed out under execution’’ and the proof showed that the latter was correct. Held, immaterial, as the bond covered either event, and the insured had prompt and sufficient notice of the _threatened loss, and did not dispute liability on the ground of defec- — OA Bea Casualty Co. v..Fechheimer, 220 Fed. 401 (C. C. A. Ohio Bond construed; provisions as to losses during terms of original and renewal bonds, and amount of loss to be born by insured. Cas- ualty Co. v. Fechheimer, 220 Fed. 401 (C. C. A. Ohio 1915). Section 9622. (Capital stock.) No such company shall be organized with a less capital than one hundred thousand dollars, the whole of which, before proceeding to business, shall be paid in and invested in treasury notes, in stocks or bonds of the United States, in stocks or bonds of the state — of Ohio, or a municipality or county thereof, or in mortgages — on unineumbered real estate within this state, worth double the amount loaned thereon at the time the loan is made. (R. S. Sec. 3691-15; May 2, 1902, 95 v. 345; May 21, 1894, 9 91 v. 415.) d Section 9623. (Increase of capital stock.) Such company — may increase its capital stock as provided in section ninety- — three hundred and forty-five. (R. 8. See. 3691-16; May 2, 1902, 95 v. 345; May 21, 1894, 91 v. 415.) Section 9624. (Investment of capital.) Such company — may invest its capital stock and change such investment as provided in section ninety-three hundred and forty-six. But it shall not commence business until it has made the deposit of securities required by such section, which shall be held — and controlled by the superintendent of insurance for the — purpose and in the manner provided in sections ninety-three hundred and forty-six, ninety-three hundred and forty-seven — and ninety-three hundred and forty-eight. (R. 8. See. 3691- | 17; May 2, 1902, 95 v. 345; May 21, 1894, 91 v. 415.) Section 9625. (Certificate and authority to do business.) When such company is fully organized and. has deposited — the requisite amount of securities as hereinbefore provided, ~ together with a certified copy of the papers required by — this chapter, unless he finds the name assumed by it so © nearly similar to that of another company organized in this — state as to lead to uncertainty or confusion on the part of | the public, the superintendent of insurance shall furnish such company with a certificate of such deposit and of authority — to transact business. (R. S. Sec. 3691-18; May 2, 1902, 95 — vy. 345; May 21, 1894, 91 v. 415.) a 1913 INSURANCE OTHER THAN LIFE. G.C. § 9628 Section 9626. (Deposits.) No such company shall un- dertake any business or risk until it also deposits with the superintendent of insurance, for the benefit and security of its policy-holders, fifty thousand dollars in bonds of the United States, the state of Ohio, or a county, township, city or other municipality in this state, which he shall not re- ceive at more than their par value, but which may be ex- changed from time to time, for other securities, and so long as it continues solvent and complies with the laws of this state, he shall permit it to collect the interest on such de- posits. (R. S. Sec. 3691-19; May 2, 1902, 95 v. 345; May 21, 1894; 91 v. 415.) Section 9627. (Powers.) When such company has com- plied with all of the foregoing requirements, it may agree to pay to merchants, manufacturers, dealers and persons engaged in business and giving credit, the debt or debts, or such part thereof as is agreed upon, or which may be there- after owing to them; and to indemnify them from loss on account thereof in such an amount or per cent as is agreed upon, and to charge and receive therefor such sum or per cent as the consideration for such an agreement, guaranty or indemnity, as is agreed upon between it and the person guaranteed or indemnified, and to buy, hold, own and take an assignment of any claims, accounts and demands so guar- anteed, and to hold, own and collect them, and enforce col- lection thereof by action the same as the original holder and Owner might or could do. Such corporation may also guar- antee the payment of money for personal services under con- tract of hiring. (R. S. Sec. 3691-19; May 2, 1902, 95 v. 345; May 21, 1894, 91 v. 415.) Section 9628. (May purchase certain accounts.) Such corporation may use its capital stock, or funds accumulated in the course of its business to purchase or pay for any claim or demand, the payment of which it has guaranteed, or against the loss of which it has indemnified the holder. Such of its capital stock or accumulated funds as are not so used shall be vested in the same classes of securities in which the deposit to be made with the superintendent of in- surance is required to be invested. But when on account of losses or otherwise, the amount of its funds falls below such sum as hereinbefore is required to be deposited, no further guaranty of indemnity shall be issued until the de- ficiency has been made good. (R. S. See. 8691-19; May 2, 1902, 95 v. 3845, § 7; May 21, 1894, 91 v. 415.) G. C. § 9629 OHIO PRIVATE CORPORATIONS. 1914 Section 9629. (Annual statement.) The president or vice-president of each company organized under this chap- ter, or under the laws of another state, or the general man- ager for the United States of a company organized for like purposes under the laws of a foreign government, and doing © business in this state, annually, on the first day of January, or within thirty days thereafter, shall prepare under oath and deposit in the office of the superintendent of insurance a statement of the condition of such company on the thirty- first day of December then next preceding, exhibiting the following facts and items, in the following form: First. The amount of the capital stock of the company, specifying the amount paid and unpaid. Second. The property or assets held by’ the company — specifying: 1. The value of the real estate owned by it, where it is situated, and the value of the buildings thereon. 2. The amount of cash on hand and deposited in banks to the credit of the company, specifying in what banks it is deposited. 3. The amount of cash in the hands of agents and in the course of transmission. 4.. The amount of loans secured by bonds and mortgages which are first liens on real estate and on which there is less than one year’s interest due. 5. The amount of loans on which interest has not been paid within one year. 6. The amount due the company on which judgments have been obtained, and the cash valued thereof. 7. The amount of stocks in this state, the United States, — of any city in this state, and of any other stocks owned by the company, specifying the amount, number of shares, and the par and market values of.each kind of stocks. 8. The amount of stock held as collateral security for loans, with the amount loaned on, and the par and market values of each kind of stock. 9. The amount of unpaid assessments on stock, premium notes or contingent liabilities. 10. The amount of interest due and unpaid, and the amount of interest accrued but not due. wy 11. The amount of premium notes or contingent. liabili- ties on which policies or bonds of guaranty or indemnity are issued. ; todin } 12. The number of policies or bonds of guaranty or in- demnity in foree. 13. The amount of premiums received. thereon. 14. The amount and description of all other assets. 1915 INSURANCE OTHER THAN LIFE. G. C. § 9630 15. The amount guaranteed under all policies in force. Third. The liabilities of the company, specifying: 1. The amount of losses due and unpaid. 9 The amount of claims for losses resisted by the com- pany. 8 Gross losses in process of adjustment or in suspense, including all reported and supposed losses. 4. The amount of dividends declared and due and un- paid. 5. The amount of dividends, either cash or scrip, de- elared, but not due. 6. The amount of money borrowed, and the security for their payment. 7. The amount of all other existing claims against the company. Fourth. The income of the company during the preced- ing year, specifying: 1; The amount of cash premiums received. 29 The amount of notes or contingent assets received for premiums. 8 The amount of interest money received. 4. The amount of income received from other sources. Fifth. The expenditure during the preceding year, speci- fying: 1. The amount of losses paid during the year, stating how much thereof accrued prior to and how much after the date of the preceding statement, and the amount at which losses were estimated therein. 29. The amount of dividends paid during the year. 8. The amount of expenses paid during the year, includ- ing commissions and fees to agents and officers of the com- pany. 4. The amount paid for taxes. 5. The amount of all payments and expenditures. 6. The amount of scrip dividend declared. (R. S. See. 3691-20; May 2, 1902, 95 v. 346; May 21, 1894, 91 v. 415.) Section 9630. (Companies of other states.) Any corpora- tion, company or association organized under the laws of another state of the United States or of a foreign govern- ment to transact a like business as that hereinbefore pro- vided for, may be admitted and licensed to do business 1n this state. As a condition precedent to being admitted, and transacting business in this state, it shall deposit with the superintendent of insurance the following: 1. A certified copy of its charter or articles of incor: poration ; G. C. § 9631 OHIO PRIVATE, CORPORATIONS. 1916 © 2. If the applicant be a corporation, company or associa- 4 tion organized under the laws of another state of the United — States, a certificate from the insurance commission, commis- — sioner or superintendent of insurance of its own state show- | ing its authority to do such business, also a certificate from such officer that comporations, companies or associations of — this state engaged in a like business, upon complying with ~ the laws of such state, are legally entitled to do business — therein ; 7 3. A statement under oath of its president and secretary, — or like officers, or of the general manager for the United — States of a company organized under the laws of a foreign — government, in the form herein provided for, of its business for the preceding year; j 4. A copy of its policy, bond or guaranty, application © and by-laws; 4 5. If the applicant be a corporation, company or asso-— ciation organized under the laws of another state of the - United States, a certificate from the insurance commissioner, superintendent of insurance or other proper officer of its © own state, that such company has invested at least one hun-— dred thousand dollars of its assets in the interest paying — bonds or stocks of the United States or of this state, or of some other state of the United States, of the — market value of one hundred thousand dollars in) the city of New York, or in bonds and mortgages on unineum- bered real estate in this state, or in the state under the laws — of which it is organized, of at least double the value of the ~ amount loaned thereon, that such securities are held under the laws of such state by such officer for the benefit of all its policy; bond or guaranty holders, and also stating the — character of the securities held by such officer and their” value ; 6. A duly certified copy, of the resolution of its board olf directors or authority, duly acknowledged before a notary — public by the general manager for the United States of a company organized under the laws of a foreign government, — appointing an attorney in this state upon whom service of summons or other process in all actions begun in this state ~ may be made. (R. S. See. 3691-21; May 2, 1902, 95 v. 348; — May 21, 1894; 91 v. 415.) E ‘Section 9631. (When company of other state exempted — from making deposit.) No deposit in this state shall be re quired of any corporation, company or association of another — state, if it has made the deposit in its own state, referred — to in the preceding section, and has filed with the superm>— 1937 « INSURANCE OTHER THAN LIFE. -G.C. § 9634 tendent of insurance of this state the certificate mentioned in that section, as evidence of such deposit. But a corpora- ‘tion doing a credit guaranty business in this state, which is incorporated by or organized under the laws of a foreign government, shall make the deposit with the superintendent of insurance of such securities to the amount and for the ‘purpose required by sections ninety-five hundred and sixty- five and ninety-five hundred and sixty-six. (R. 8S. Sec. 3691- 22; May 2, 1902, 95 v. 349; May 21, 1894, 91 v. 4165.) . Section 9632. (Forfeiture of right to do business.) Trustees, 70 0. S. 92 (1904). and conveyin jpnfirmation, expressly purporting to execute such power with a full ay d devised property, is operative to invest the university ; eee P&ect title. 11 o™98 v. Trusts, 70 0. 8.92 (1904). Secti Shon, ant arrete to constitute faculty; powers.) The president and professors’... u . incorporated literary college or oes ee ala ‘the sity, p rules and regulations enacted by i OER - y its truste.. ¢ f ment and discipline of the students, and Torreon one eam + offenders, as they deem necessary. (R. 8. See. 3728; April © 9, 1852, 50 v. 128, §6; S. & C. 267.) Where a student of a college, pelled for a violation of its rules the courts. ; Koblitz v. University, 21 C. C. 144; 11 ©. D. 515 (1901). not administering public funds, is ex- such expulsion will not be reviewed by t 1985 EDUCATIONAL CORPORATIONS. G. C. § 9928 Section 9926. (May acquire machinery and land.) Any incorporated university, college, or academy may connect ‘therewith, to be used as a part of its course of education, mechanical shops and machinery, or lands for agricultural purposes not exceeding three hundred acres, to which may he attached all necessary buildings for carrying on the me- chanical or agricultural operations of such institution. (R. S. Sec. 3729; April 9, 1852, 50 v. 128, § 8; 8. & C. 267.) Section 9927. (May change stock into scholarships.) Any company formed in pursuance of this title or which exists by virtue of a special act of incorporation, the property of which is held as stock, and not derived by donation, gift, devise, or gratuitous subscription, may change its capital stock into scholarships when it becomes necessary for the purpose of carrying out the object for which it was formed, in the mode provided in this title for increasing the capital stock of cor- porations. (R. 8. See. 3730; April 9, 1852, 50 v. 128, §§ 9, 10; S. & C. 268.) A college, organized as a private corporation, has power to receive a subscription to its endowment fund, for which the donor receives a scholarship entitling him to instruction for one pupil, perpetually, free of charge. Farmers College v. Cary, 35 O. S. 648 (1880). Endowment stock. A dental college organized under a special char- ter, not for profit and which had made no profits, had as capital certain real estate derived from the proceeds of certificates of stock, which cer- tified that each holder was “entitled to one share of the real estate prop- erty of the college, drawing an interest of six percent.” On the margin of the certificate was printed “shares $100 each,” at which sum each cer- tificate was valued and sold. All shareholders were dentists and mem- bers of the corporation. The real estate had always constituted its entire property. During its existence of about forty years no interest had been paid on any share. At a time when it was a going concern, and the real estate was indispensable to its existence, and a stockholder brought an action to recover a money judgment on his share, it was held that the action was not maintainable. Ohio College, ete., v. Rosenthal, 45 O. S. 183 (1887). See Bryant v. Ohio College, ete., 1 Cc. S. C. R. 307 (1871). Section 9928. (Location may be changed.) Section 10020. (Lands to descend in trust.) Lands and tenements not exceeding twenty acres that have been or may be conveyed by devise, purchase or otherwise to any person or persons as trustee or trustees in trust for the use of a religious society within this state, either for a meeting house, burying-ground or residence for their preacher, shall descend, with the improvement and appurtenances, in perpetual suc- cession, in trust to such trustee or trustees as from time to time are elected or appointed. by any such religious society, according to their respective rules, customs, usages and reg- ulations. (R. 8. See. 3779-1; March 90, 1894, 91 v. 79; 23 Vv. 9; Chase, p. 1460; Curwen, p. 2347.) The restriction of this section, to twenty acres, applies only to the land used for purposes of worship in one place. Morgan v. Leslie, Wright 144 (1832). G. C. § 10921 OHIO PRIVATE CORPORATIONS. 2020. Property conveyed to an archbishop by deed, absolute on its face, but in fact, for trust purposes, does not pass to an assignee for his in- dividual creditors. os Mannix v. Purcell, 46 O. S. 102 (1888). : Property of religious societies. Sale or incumbrance, see §§ 10051, 9999, 10015. uxemption from taxation, G. C. § 5349. Of Chautauqua assemblies, § 5888. Division of, see note to § 10013. A conveyance to trustees, for a valuable consideration, “in trust for a place of burial, and for the use of the aforesaid church aforesaid, and for none other” is not based on any condition, and vests in the church a fee simple estate, with no right of reversion or forfeiture to the grantor, M. E. Church v. Gamble, 4 C. C. n. s. 45; 16 C. D. 295 (1904) ; aff'd, no rep., 74 O. S. 433. 5 Hedges v. Taylor, 33 W. L. B. 5 (1894). See Ashland v. Greiner, 58 O. 8. 67 (1898). The abandonment of the ground for burial purposes at a date long subsequent, and its conveyance to a college for college purposes, conveyed the entire title to the college, subject only to the rights of the owners oF cemetery lots therein. % M. E. Church v. Gamble, 4 C. C. n. s. 45; 16 C. D. 295 (1904) ; aff'd, no rep., 74 O. S. 33. See Hedges v. Taylor, 33 W. L. B. 5 (1894). Ashland v. Greiner, 58 O. S. 67 (1898). Property donated to a church for the support of a particular creed or dogma can not be perverted from such purposes so long as there are agencies within the dedication to carry it on. But there is no such trust for a specific form of worship, where property is purchased by the society for a valuable consideration. A change in the creed of such society 18 immaterial. : Brundage v. Deardorf, 92 Fed. 214 (C. C. A. 1899). ii A majority of the members of a religious society have a right to con- trol the use and occupation of land purchased by it. They do not lose such right by any supposed error of doctrine. Keyser v. Stansifer, 6 Ohio 363 (1834). Price v. M. E. Church, 4 Ohio 515. if A breach of trust, by the majority of members, may be enjoined by any member. Wiswell v. First Cong. Church, 14 O. 8. 31 (1863). Equity will interfere to protect trustees in the possession of prop- erty, against persons wrongfully seceding. Rike v. Floyd, 6 C. C. 80 (1891); aff'd, no rep., 53 O. S. 653. A religious society has power to rent a part of its property for for theatrical purposes. ; Catholic Institute v. Gibbons, 3 W. L. B. 581 (Super. Ct. Cin. 1878). Section’ 10021. (Trustees may sue and defend.) The trustee or trustees, for the time being, of any such religious society may defend and prosecute suits and do all other act for the protection, improvement and preservation of the property that individuals can do in relation to their nab vidual property. (23 v. 9, §2; Chase, p. 1460; Curwen, p- 2347; R. S. Sec. 3779-2.) se 2021 RELIGIOUS SOCIETIES. G. C. § 10022-1 This section and § 10020 give power to the trustees to protect church property. Adams v. State, 11 N. P. n. s. 11 (1910). The names of the trustees should be given in an action or appropria- tion proceeding brought against them. Pansing v. Miamisburg, 11 C. C. n. s. 511 (1907); aff’d, no rep., 79 O. S. 430. Section 10022. (Legal title to lands.) Property con- veyed in trust for the use of a religious society, church or association, whether incorporated or not, shall be held by the trustee or trustees, so appointed, and their successors, ap- pointed as provided in the instrument creating the trust, or in case no provision is made in such instrument, then by such successor or successors, as are appointed by a competent court. But no person shall be elected or appointed by such society, church or association, to act as trustees, to the ex- clusion of any trustee or trustees, appointed as aforesaid. (R. S. See. 3779-8; March 238, 1850, 48 v. 71; Curwen, p. 1554.) Where conveyances are made to individual trustees instead of the corporation such individual grantees are trustees for the corporation, and on sale receive the proceeds to its use. / Methodist Church v. Wood, 5 Ohio 283 (1831). GENERAL OR CENTRAL RELIGIOUS SOCIETIES. Section 10022-1. (Incorporation of cathedrals or other religious societies.) When a diocesan convention or other representative body of any religious denomination in this state desires the incorporation of a cathedral or other cen- tral or general religious society or church of its denomi- nation, having, in addition to local religious, educational or charitable functions, a general charge of such, and mission- ary functions in the diocese, or other ecclesiastical territory in this state represented by said body, and, at any regular meeting of such representative body, elects not less than five members of such denomination, one of whom shall be a resi- dent freeholder in this state, to serve as members of the chapter thereof, or as trustees, until the election of their ‘successors, and makes a statement, giving the names of such members or trustees, the character of the endowment fund or other property, donations or appropriations, to be in- ‘trusted to their care, and the uses to which they are to be i applied and their general rights, powers and duties, and the corporate name by which they are to be known, and such statement, is signed, certified, attested, acknowledged, filed fand recorded in the office of the secretary of state in ae- G. C. § 10022-4 OHIO PRIVATE CORPORATIONS. 2022. cordance with the provisions of section 10011, the persons so named in such statement shall, thereupon, with their suc- cessors in office, under such corporate name, become a body | corporate and politic, for the purposes in such statement specified; and a copy of such record, duly certified by the secretary of state, shall be evidence of the existence of such corporation. (May 17, 1911, 102 v. 133..) Section 10022-2. (Constitution.) Any representative body, creating a corporation under the provisions of section 10022-1 may provide a constitution, not inconsistent with the statement provided for therein, or with the law of this state, for the government of such corporation, and amend the same from time to time; and determine the number, and limit the terms of the members of the chapter, or trustees, and may provide for and designate at any time, a certain number, or proportion of ex-officio members of the chapter thereof, or trustees, and may provide for a certain number, or proportion of members or trustees, to be elected or desig- nated ex-officio by other congregations, or bodies, of the same religious denominations in the same diocese, or eccle- siastical territory, in addition to the aforesaid members, or trustees, to be elected by said representative body, said addi- tional clasS8es of members, or trustees, not constituting a majority of the whole chapter, or board, and having other- wise the same qualifications as those elected by such repre- | sentative body; and may determine the ratio of clerical to lay membership upon such chapter or board; and may include the whole, or any part of such designations, and provisions, either in the original statement provided for in section 10022-1, or in such constitution. (May 1%, 1911, 102 v. 134.) Section 10022-3. (Endowment fund controlled by trus- tees.) Members of the chapter or trustees of corporations under section 10022-1 and section 10022-2, if chosen to take charge of any endowment fund, may invest, manage and dis- pose of the same in accordance with the purpose for which it was created, subject to such constitutional regulations as such representative body may from time to time prescribe. (May 17, 1911, 102 v. 134.) Section 10022-4. (Surrender of corporate existence or franchise and consolidation.) When one or more parishes, or other religious societies, represented by the same diocesan convention, or other representative body of any religious denomination in this state, and incorporated by, or under, any law of this state, desires, or desire at the same, or dif- 20238 RELIGIOUS SOCIETIES. . G.C. § 10022-6 ferent times, to surrender. its or their corporate. existence and franchises, and that representatives and their successors, to be elected by its or their congregations, be consolidated as a single corporation, with any corporation created by the same representative body, under the foregoing section 10022-1, under the name, and with the rights, powers and duties of the last aforesaid corporation, the rector, wardens and vestry, or other known legal trustees of such parishes, or other religious societies, and the members of the chapter, or trustees of such corporation under said section 10022-1, may enter into an agreement for such consolidation; and prescribe therein the terms and conditions. thereof, the time and place for the first meeting of the members of the chapter, or the trustees constituting the consolidated corporation, the number, or proportion, and time and manner of election of the members of each of said congregations, who shall first, and as their successors, be chosen as members of the chapter of, or trustees of the consolidated corporation, additional. to those provided, designated or elected by such representative body, to succeed, with the last aforesaid, to the rights, trusts, duties and obligations of those members, officers or trustees, who in the separate, or original organizations held in trust, or in corporate capacity, the estate of such separate, or orig- inal corporations, with such other estates as they may deem necessary to complete the consolidated corporation; but an agreement so made shall not be valid until it has been sub- mitted to, and ratified by, separate meetings of the members of each of said parishes, or societies, in accordance with the provisions of section 10004, and has also been submitted to, and ratified by, such representative body at one of its regu- lar meetings. (May 17, 1911, 102 v. 134.) Section 10022-5. (Merger of corporations; what sections govern.) When a corporation is being, or has been merged with, or into, another, or new corporation, under the pro- visions of section 10022-4, said merger and the consolidated, or new corporation, resulting therefrom shall be, in_ sub- stance, subject to, and governed by, the provisions of sec- tions 10005, 10006 and 10007 of this chapter, so far as the same are, in their nature, or by analogy, applicable thereto. (May 17, 1911, 102. v. 134.) , Section 10022-6. (Ratification. Evidence.) If, before the ereation of a corporation under section 10022-1, for the pur- poses therein provided, any parish, or religious society, de- seribed in section 10022-4, has been acting, by authority of its diocesan convention, or other representative body, as a \ ) G. C. § 10024 OHIO PRIVATE CORPORATIONS. 2024 part of, or in connection with any unincorporated subordi- nate agency, or body, in whole or in part, chosen, desig- nated, or provided by such representative body, for some, or any, of the same, or similiar purposes, an agreement for consolidation, such as is provided in section 10022-4, may be made, in anticipation of the creation of such corporation un- der said section 10022-1, by and between, the said several parties who, as aforesaid, have been acting together; but an agreement so made shall not be valid until submitted and ratified, on both parts, as in the foregoing section 10022-4 provided; and thereupon the statement pursuant to the crea- tion of a corporation under section 10022-1 and therein pro- vided for, shall include the terms of said agreement and, on being signed, certified, attested, acknowledged, filed and re- corded as in section 10022-1 provided, shall have all the ef- fect of the provisions of section 10022-1, section 10022-4, sec- tion 10005, section 10006 and section 10007 of this chapter; and a copy of such record, duly certified by the secretary of © state, shall be evidence of such consolidation and of the existence of the new corporation. (May 17, 1911, 102 v. 134.) WOMEN’S CHRISTIAN ASSOCIATIONS. Section 10023. (Women’s christian association may pro- cure homes.) Every women’s christian association incor- porated under the laws of Ohio, having and maintaining a branch or department as a retreat for unfortunate or fallen women, shall have all the powers and authority conferred upon children’s homes, incorporated under the laws of this state, in placing, indenturing, and procuring the adoption in private families of children who are born in such retreats of the inmates thereof, and who are abandoned or deserted by their parents, and the supervision over them after they have been so placed or adopted. (R. 8S. See. 3794-1; April 18, 1892, 89 v. 405.) YOUNG MEN’S CHRISTIAN ASSOCIATIONS. Section 10024. (State association, approval of.) A so- ciety of men conducting religious services, performing chris- tian work and co-operating for the mutual benefit of the membership, shall be known as a young men’s christian as- sociation not for profit. When such a society has received the approval of the state association, and files its application and certificate of approval with the secretary of state and 2025 RELIGIOUS SOCIETISS. G. C. § 10228 paid a fee of ten dollars he shall cause to be issued to it these articles of incorporation. (May 9, 1908, 99 v. 396, § 1.) The work of the Y. M. C. A. and the Y. W. C. A. is of a charit- able nature. These institutions may operate employment agencies without a license under G. C. § 898. Rep. Atty. Gen. 1914, p. 325. Section 10025. (Management, control, etc.) The man- agement and control of the association shall be vested in five or more trustees. They may be elected for a term of not less than one nor more than five years, but the term of office of an equal number must expire each year. (May 9, 1908, 99 v. 396, § 2.) Section 10026. (Powers of trustees.) The association may adopt regulations for its government. Its trustees may provide rules for the business of the association and for the conduct of the members, departments, branches, committees, officers, employes and guests. (May 9, 1908, 99 v. 396, § 3.) An association incorporated for the “spiritual, mental, moral, social and physical’ improvement of young men, may prescribe courses of study and confer degrees on graduates. 5 Opins. Atty. Gen. 61 (1900). Section 10027. (Branches, organization of.) The associa- tion may conduct such work and organize such departments as are deemed by its trustees necessary to attain the purposes of the organization; and organize through its trustees under such rules as they adopt, branches which may become ¢o- rodinate parts of the association. It also may receive dues, fees, fines, assessments and contributions from the members and apply them to their designated use; and accept legacies, devises, bequests, savings, donations and other grants and administer them. (May 9, 1908, 99 v. 397, § 4.) This section does not authorize the association to conduct a savings bank department for the benefit of its members or others. Rep. Atty. Gen. 1909-1910, p. 90. Section 10028. (Power to hold property.) The associa- tion may acquire, hold, convey, lease, encumber by mortgage, improve and otherwise handle any real or personal property, necessary or convenient to enable it to carry out its aims and objects, but its property shall not be liable for any debt or obligation contracted without the approval of the board of trustees. In all respects it may deal with minors the same as it deals with adults. (May 9, 1908, 99 v. 397, § 5.) The association can not mortgage its property without complying with § 10051 et seq. Rep. Atty. Gen. 1909-1910, p. 90. G. C. § 10032 OHIO PRIVATE CORPORATIONS. 2026 q Section 10029. (Dissolution, where filed.) Subject to 4 the contract rights of its members, by a majority vote of the © membership and by filing with the secretary of state a copy of the certificate of their action, an association may dissolve. (May 9, 1908, 99 v. 397, § 5.) : Section 10030. (State organization.) The young men’s — christian associations in Ohio may unite and constitute the state association for the supervision and conduct of their — work in the state. The associations affiliated with the state — association, through their representatives, may make such — regulations as they deem necessary; choose such officers as — they determine upon and delegate such duties as they desire © for the conduct of the work in the state to a state committee © to be chosen as the state association decides. (May 9, 1908, : 99 v. 397, § 6.) . Regulations properly adopted are binding upon local associations, which are members of the state association, and may be enforced against — such local associations. Rep. Atty. Gen. 1909-1910, p. 90. Section 10031. (Power of state association.) The state association may incorporate and exercise the privileges of ; this chapter. When so incorporated and organized it may receive young men’s christian associations into affiliation, and — may pass upon all applications for the incorporation of such — associations, causing to be affixed thereto, a certificate of its 4 approval. (May 9, 1908, 99 v. 397, § 6.) The state association may, in its discretion, refuse the application of © an association. Rep. Atty. Gen. 1909-1910, p. 90. Section 10032. (Financial statement.) Every affiliated — association must file with the state association a copy of its — constitution, rules and regulations; and annually thereafter — any changes therein, together with a schedule of its prop- — erty; a financial statement, and such report of its activity ~ as the state association determines. Once a year to the au ditor of state the state association must make a statistical report and summary of the associations reporting to It. Nothing herein shall limit or restrict any power or authority — now or hereafter conferred upon any corporation not form profit. (May 9, 1908, 99 v.. 397, 8 7.) 2027 BENEVOLENT SOCIETIES. G. C. § 10035 BENEVOLENT. Section 10033. (Fiscal trustees. of women’s benevolent associations.) A benevolent or charitable association incor- porated by or under the laws of this state, and of which women are or may be trustees, managers, or directors, may vest the custody, control, and management of all its endow- ment or capital, funds, and property in three male trustees, to be styled fiscal trustees, to be appointed from time to time, as follows: One by the common pleas court of the county where such association is located, one by the probate court of such county, and one by the vote of a majority of the members of such association present at a regular meeting duly convoked. Such trustees shall hold their offices for three years, except the first appointed, who shall hold office respectively for one, two and three years. They must meet in the presence of the probate judge, and, by agreement, or by lot if they can not agree, allot themselves accordingly, and the judge shall give to each a certificate of his term. Upon the death, resignation, incapacity, or removal from the county of either of such trustees, the vacancy must be filled for the unexpired term by the same appointing power. (R. S. See. 3791; May 18, 1878, 75 v. 524, §1; 8S. & S. 51.) Section 10034. (When appointed.) Trustees shall not be appointed except upon the written request of the associa- tion, filed in the probate court, in accordance with a reso- lution by it adopted, at a regular meeting thereof, duly con- voked. Until such appointment the association at a regular meeting may elect any number of such trustees, not less than three, with such power and subject to such duties, to hold their office for such time not more than three years, as the association by its by-laws determines. (R. S. See. 3791; May 13, 1878, 75 v. 524, §1; S. & S. 51.) Section 10035. (Powers of fiscal trustees.) Such trustees shall have the exclusive right and authority, in the name and behalf of such association, to demand, take, and possess all the endowment or capital, funds, or property which the association has or may be entitled to, and these securely to manage, invest, change, and dispose of at their will, for the use and benefit of the association, so as to yield a regular income. Every three months, or oftener if necessary and convenient, they must give account of all such funds, prop- erty and income to the proper board of trustees, managers or directors of the association, and collect at such times, and G. C. § 10038 OHIO PRIVATE CORPORATIONS. 2028 pay over to them or their order, all the net income of such | investments, after deducting the actual necessary expenses of the trust. No charge or allowance for their service shall be made or permitted. (R. S. Sec. 3792; March 30, 1864, 61 vy. 87, §2; 8. & S. 52.) Section 10036. (Limitation of powers.) For such pur- poses, in the name of the association, the trustees may con- tract and be contracted with, prosecute and defend suits, and receive, hold, and dispose of, all money and property which the association may have, acquire or be entitled to, by gift, purchase or otherwise, for its endowment, and when neces- sary for such purposes, use the common seal of the corpora- tion. But they shall not have or exercise any power, or control over the institution or affairs of the corporation, other than its fiscal affairs as hereinbefore limited, nor be liable for its debts, or for anything but their own acts or negligence. (R. S. See. 3792; March 30, 1864, 61 v. 87, § 2; S. & 8. 52.) Section 10037. (Other associations may accept provi- — sions.) A benevolent or charitable association hereafter formed, coming within the purview of the third and fourth preceding sections may make the provisions of the four pre- ceding sections part of its articles of incorporation. Such an association now incorporated under general or special — law, also may accept such provisions, by a vote of the ma- — jority of the members present at a regular meeting. When — so accepted, and a certified copy of such acceptance is filed — in the office of the secretary of state, the provisions of the © four preceding sections shall be a part of its charter. (R. S Sec. 3793; March 30, 1864, 61 v. 87, §3; S. & S. 52.) Section 10038. (Consolidation of charitable or benevolent — institutions.) When two or more charitable or benevolent — associations, societies or organizations formed or incorpo- rated by or under any law of this state for charitable or — benevolent purposes, desire to be consolidated or united aS — a single corporation, or when two or more charitable or — benevolent associations, societies or organizations, one OF a more of which is, or may be, incorporated under Ohio law va for charitable or benevolent purposes, desire to be consoli- dated or united as a single corporation, the trustees, di- rectors or other known legal representatives, governing body — or bodies, of such associations, societies or organizations may — enter into an agreement for such union or consolidation and prescribe its terms and conditions; also, a corporate name a - 2029 BENEVOLENT SOCIETIES. G. C. § 19640 for such united association, society or organization, which may be that of either one of them, or a new name, the time and place for the first meeting of the new corporations, the number of members of one or more or of each separate branch or organization to be chosen as directors, trustees, or other officers of the new corporation to succeed to the rights, trusts, duties and obligations of those officers who in either of the separate organizations held in trust the estate, real and personal, of the separate association, society or organi- zation, with such other estates as they may deem necessary to complete the new corporation. (R. 8. See. 37938a; April 19, 1898, 93 v. 186.) Benevolent or charitable institutions are authorized to consolidate in Ohio, however diverse may be their methods of work. An organization whose main purpose is to promote the temporal, moral or intellectual uplift of others, without pecuniary reward to itself or its promoters, is a benevolent organization within the meaning of the statute authorizing benevolent and charitable institutions to consolidate. That donations have been made to a benevolent institution with cer- tain conditions of reverter, which would be violated by the consolidation of the said institution with another, is not ground for equitable inter- ference with such a proposed consolidation. The statute providing for the consolidation of benevolent institutions is heither retroactive nor in impairment of contracts and is constitutional, notwithstanding the charters of the two organizations which are propos- ing to consolidate under it were granted prior to this enactment. The proceeding provided by statute for the consolidation of benevolent or charitable corporations is not violative of the “due process of law” clause of the Federal constitution. Dunham v. Kauffman, 10 N. P. n. s. 49; 20 L. D. 274 (C. P. 1910). Societies organized to further the cause of temperance generally or among a certain defined class of persons are “charitable or benevolent” organizations within the meaning of this section and may consolidate. Rep. Atty. Gen. 1911-1912, p. 69. Section 10039. (Agreement to be submitted to each or- ganization.) No agreement so made shall be valid until it has been submitted to a separate meeting of the members of each of the associations, societies or organizations, of which due and full notice has been given according to the form and usage for calling meetings of each of such associations, so- cieties or organizations, and ratified by a two-thirds vote of all the members present at the meeting, in person or by proxy, entitled to vote according to the laws, regulations or usages of such associations, societies, organizations or cor- porations, respectively. (R. S. Sec. 3793a; April 19, 1898, 93 v. 136.) Section 10040. (Record of ratification of agreement.) When such agreement has been ratified by each association, society, organization or corporation which is a party to the G. C. § 10044 . OHIO PRIVATE CORPORATIONS. 20380. - proposed united organization, the clerk or secretary of each meeting shall certify the record of the proceedings thereof, and deliver it to the clerk or secretary of the first meeting of the united association, society, organization or corpora- tion, as herein provided and as. specified in the terms of agreement. (R. 8S. Sec. 3793b; April 19, 1898, 93 v. 137.) Section 10041. (Who entitled to vote; agreement to be filed.) At the first meeting of the united association, society, organization or corporation, each member of each of such associations, societies, organizations or corporations will be entitled to vote. If at the meeting the proceedings and acts of the several associations, societies, organizations or cor- porations, parties thereto, are submitted to and approved by it, and a board of trustees, directors or other officers are chosen, in accordance with the terms of the agreement, the clerk or secretary of the meeting shall certify the approved agreement or terms of union and file it in the office of the secretary of state, whereupon the several associations, so- cieties, organizations or corporations, parties thereto, shall be one corporation under the name by it adopted, possessing within this state all the rights, privileges and franchises, and subject to all the restrictions, disabilities and duties of the new corporation. (R. 8. See. 37938¢e; April 19, 1898, 93 v. 137.) Section 10042. (Acts may be perfected subsequently.) Any of the acts provided for by the preceding section, which are not done or perfected at such first meeting may be done and perfected at a subsequent or adjourned meeting of the united corporation. (R. S. Sec. 37938d; April 19, 1898, 93 Vio 137.) Section 10043. (Recording of certificate.) The certificate to the secretary of state provided for by the second preced- ing section shall be by him recorded, and a copy duly cer- tified by him recorded in the office of the recorder of deeds of the county where such corporation exists: It may be recorded in the office of the recorder of deeds of any county where real estate lies belonging to any of such associations, societies, organizations or corporations entering into the union. (R. 8. See. 3793e; April 19, 1898, 93 v. 187.) Section 10044.. (Evidence of corporate existence.) A cer- tified copy of the certificate by the recorder of either county in whose office it is recorded, or a copy certified by the sec- retary of state of the record in his office, shall be prima facie . : ; 2031 BENEVOLENT SOCIETIES. G. C. § 10048 evidence of the existence of such corporation. (R. S. Sec. 3793e; April 19, 1898, 93 v. 137.) Section 10045. (Constitution and by-laws.) The united corporation may adopt a constitution, by-laws and rules, consistent with the laws of this state, and amend them under such provisions for amendment as it at any time adopts. (R. S. See. 37938f; April 19, 1898, 93 v. 137.) Section 10046. (Rights and powers of new corporations.) The various associations, societies, organizations or corpora- tions entering into such union shall be merged in such united body and the new corporation with its officers and chosen directors, trustees or other representatives shall succeed to. and be vested with, all the right, title and interest in and to every species of property, and all the rights, privileges and franchises held by or vested in each of such associations, societies, organizations or corporations, parties to the agree- ment, without any other act, conveyance or transfer. The new corporation shall hold and enjoy these, with all the rights pertaining to such property, franchises and trusts, and be subject to all the debts, liabilities and obligations in the manner and to the extent as was any of the associations, societies, organizations or corporations, parties to the new corporation. (R. 8. See. 3798g¢; April 19, 1898, 93 v. 137.) Section 10047. (How property held in trust governed.) Real estate or other property vested in or held by either of such associations, societies or organizations or corporations under any trusts or terms governing the grant, shall con- tinue to be subject to such trust and controlled by the origin- al terms under which the real estate or property became vested in or entrusted to the parties to the union. (R. S. Sec. 3793h; April 19, 1898, 93 v. 138.) Section 10048. (Petition for conveyance, judgment and effect.) The united corporation at the request of a majority of its members, or by act of its trustees, directors or other governing bodies, in its corporate name may petition the common pleas court of the proper county, setting forth the fact of such union, which court in its discretion may make an order requiring such officers to convey to the new cor- poration the real estate owned and held by the parties to the union, as it directs. If any of the officers refuse or neglect to obey such order, the decree therefor shall serve as such conveyance. The order in no case shall be inconsistent with the original terms under which the real estate became vested G. C. § 10051 OHIO PRIVATE CORPORATIONS. 2032 in, or entrusted to, the parties to the union. Im all cases the grantors of the real estate to such parties, or their heirs, or such other parties as the petitioners deem advisable, may be made defendants to the petition. Defendants who make no defense shall not be subject to costs. (R. 8S. See. 37931; April 19, 1898, 93 v. 188.) Section 10049. (Notice of petition.) Notice of the pen- dency of the petition must be given by publication in a news- paper published in the county where the petition is filed, for four consecutive weeks, setting forth the object and prayer thereof. (R. S. See. 37933; April 19, 1898, 93 v. 138.) Section 10050. (Subsequent consolidations of union asso- ciations.) After the creation of a united corporation under the provisions of the preceding sections relating thereto, any one or more associations, societies, organizations or corpora- tions of like character, at any time may unite with and become a part of such corporation in accordance with such provisions. (R. S. See. 3793k; April 19, 1898, 93 v. 138.) Section 10051. (May sell or incumber real estate, how.) When a charitable or religious society or association de- sires to sell, lease, exchange or incumber by mortgage or. otherwise any real estate owned by it, or held in trust by — it for a specified religious or charitable purpose, or held for its use or benefit by trustees either chosen by it or otherwise constituted, for any such purpose, except grounds used or — occupied as burial places for the dead, the trustees, wardens and vestry, or other officers intrusted with the management — of the affairs of such society or association or holding the title to such property, or such society or association itself, if it be incorporated under any law of this state, in the com- mon pleas court of the county in which the real estate is — situated may file a petition stating how and by whom the title thereto is held, that such society or association desires — to make the sale, lease, exchange or incumbrance and setting forth the object thereof. If upon the hearing of the case it appears that such sale, exchange, lease or incumbrance 1s desired by the members of the society or association and that it is right and proper that authority be given to accomplish it, the court may authorize the trustees or other officers of the society or association, or if incorporated the society or association itself, to sell, lease, exchange or incumber such - real estate in accordance with the prayer of the petition and upon such terms as the court deems reasonable. (107 v. 173; 20383 BENEVOLENT SOCIETIES. G. C. § 19053 R. S. See. 3794; 92 v. 397; 79 v. 108; R. S. 1880; April 3, 1866, 63 v. 87, §§ 1, 2; 8. & S. 163; S. & C. 371, 372.) For sale of real estate see also §§ 9999 and 10015. Trustees have no power to convey real estate without the consent of the members of the society and without an order of court. South Kenton, etc., Ass’n v. Espy, 17 ©. C. 524; 9 C. D. 695 (1899). A proceeding under this section is not an ‘‘action’’ within the meaning of G. ©. §1571. Wilansky v. Congregation, 12 Ohio App. 301, 31 0. C. A. 526 (1920). A stranger may not take advantage of the want of a court order under this section. A sale without such an order is voidable and subject only to direct attack by persons having a right to object at the time and upon grounds sufficient to have defeated the order. Sullivan v. Agricultural Soc. 23 N. P. n. s. 49 (1918). Former statute empowering trustees to sell held invalid. See South Kenton, ete., Ass’n v. Espy, 17 C. C. 524; 9 C. D. 695 (1899). The Young Men’s Christian Association must comply with this sec- tion in order to mortgage its property. Rep. Atty. Gen. 1909-1910, p. 90. A conveyance for a valuable consideration, to a_ religious society “for the use of such society,” conveys an unconditional fee simple title. The property may be sold and a good title given to the purchaser. Hedges v. Taylor, 33 W. L. B. 5 (Supreme Court, without report, 1899). M. E. Church v. Gamble, 4 C. C. n. s. 45; 16 C. D. 295 (1904) ; aff'd, no rep., 74 O. S. 433. See Ashland v. Greiner, 58 O. 8S. 67 (1898). Section 10052. (Notice of pendency and prayer of peti- tion.) The petitioners shall cause notice of the pendency and prayer of the petition to be published in some newspaper of general circulation in the county where the real estate proposed to be sold, leased, exchanged or incumbered is sit- uated for four consecutive weeks, before the application is heard. (107 v. 173; R. S. Sec. 3795; April 17, 1882, 79 v. 108, 109; April 8, 1880, 77 v. 122; R. S. 1880; March 24, 1860, 57 v. 85, §3; S. & C. 3872a.) Section 10053. (Procedure when property held in trust and trustees refuse to file petition.) In case the title to the property is held for the use or benefit of such society or as- sociation by trustees, all or a majority of whom are not chosen thereby but otherwise constituted, and who refuse upon request of such society or association, or its duly elected trustees, wardens and vestry or other officers, to file such petition, upon the petition of the society or association or its duly elected trustees or other officers, the court may require the trustees holding the title to lease, convey or ineumber the real estate in accordance with the prayer of the petition and upon terms it deems reasonable. But all trustees hold- G. C. § 10056 OHIO PRIVATE CORPORATIONS. 20384 ing title and refusing to file or join in the petition must be made defendants therein and be served with summons as in eivil action. (107 y. 173;,R. S.. See. 3794; April 27, 1896, 92. v. 397; April 17, 1882, 79 v. 108; R. S. 1880; April 3, 1866, 63 v. 87, §§1, 2; 8. & S. 163; 8. & On) Sh lp ahead Section 10054. (Interconveyance of property.) The trus- tees of a church organization, religious or charitable society or association, or such organization, religious, or charitable society or association itself, if incorporated, and all persons — holding title to property in trust therefor, may upon a two- thirds vote of the members of the organization connected therewith if there be such present and voting at a meeting duly calied and held for that purpose, lease, transfer, con- vey or incumber it to other trustees of the same denomina- tion, or to the trustees of such organization, society or asso- ciation itself of the same denomination if incorporated under the law of this state. But the lease, transfer, conveyance or ineumbrance shall be made only when the property so trans- ferred, leased or incumbered, or the proceeds thereof, or the revenue arising from the use thereof, is still to be used for the religious, missionary or church purposes of said denomi- ~ nations, or, if a charitable organization, for the specified — charitable purpose. (107 v.:174; R. S. See. 3794a; April 27, 1896, 92 v. 397; April 27, 1893, 90 v. 321.) Section 10055. (Title guaranteed.) When the trustees or 9 other officers mentioned in the preceding sections heretofore have sold and conveyed by deed in fee simple or mortgaged — any real estate therein mentioned, without proceeding as ‘required by such sections, and the grantees thereof, and — their successors in line of title, for five years since the date of such conveyance, held continued, exclusive, notorious and — adverse possession of the real estate so conveyed, such sales, — conveyances and mortgages shall have the same validity and effect as if they had been made by proceedings instituted under such sections and duly confirmed by the eourt of com- mon pleas. (R. 8S. Sec. 3794b; April 12, 1898, 93 v. 101.) Section 10056. (Sale or incumbrance to be confirmed by — the court.) The trustees or other officers of such religious society, authorized to make a such sale, lease, exchange OF incumbrance, shall make return thereof to the court order- ing it, at such time as it orders. Thereupon, if satisfied — that the sale, lease, exchange or incumbrance was made ac- — cording to its order, the court shall approve it, and order 2035 BENEVOLENT SOCIETIES... . G.C. § 10059 that the proceeds be invested in other real estate for the use of the society, used in payments of its debts, or other- wise invested or disposed of according to the prayer of the petition. (107 v. 173; R..S. See. 3796; April 17, 1882, 79 v. 108, 109; April 8, 1880, 77 v..122; R.S. 1880; April 3, 1866, 63 v. 87, §2; S. & C. 372a.) Section 10057. (Secret. benevolent association may in- vest reserve funds.) A secret benevolent association, or society incorporated under or by the laws of the. state, which has reserve or accumulated funds, or moneys, held by them for the purpose of endowment of the widows, orphans, families, blood relatives or heirs of the members of. the society or association, or for purely charitable purposes, may invest such funds or moneys upon interest, but must take securities for the investment upon real or personal property, or otherwise, as the society or association deems fit. (R. S. See. 3796a; April 16, 1900, 94 v. 355; April 9, 1880, 77 v. 146.) Section 10058. (May elect trustees to manage funds.) Such an association or society may elect a board of trustees, consisting of not less than three members, and entrust to them the right to manage, control, take charge of, invest, collect, demand, receive and deposit all reserves, surplus or accumulated funds or moneys, which the association or society holds from time to time for the purpose of such endowments as are named in the preceding section. (R. C. See. 3796b; April 9, 1880, 77 v. 146.) The funds of a society, organized to assist its sick and needy mem- bers, can not, without a change in its constitution, be applied to re- ligious purposes. Podesta v. Societa, 10 C. C. 19; 6 C. D. 210 (1895). Section 10059. (Society to fix terms, define duties, etc.) Such an association or society by by-law may define and limit the term of office of each of such trustees; define their duties and powers, and also those of the board of trustees: remove either one for good cause, and fill all vacancies occuring in the board. It also shall demand from each of the trustees security for the faithful performance of their several duties, as it deems fit; cause investments to be made by them in the name or names of either or all, in which name or names also suit may be brought; and may empower the trustees to discharge, acquit, and release all claims or de. mands of the association or society upon payment thereof. The trustees may sue for a elaim or demand, for a loan or G. C. § 10061-1 OHIO PRIVATE CORPORATIONS. 20386 investment made by the association or society; and upor foreclosure of a mortgage held by the association or society for an investment or loan, may purchase and hold any lands, tenement or interest in land, in fee or otherwise and lease. rent, sell and convey it by deed. (R. S. See. 3796¢; April 9. 1880, 77 v. 146.) Section 10060. (Powers conferred by law.) Such an association or society may sue or be sued, answer or be answered unto, plead or be impleaded in any court in this state. (R. S. Sec. 3796d; April 9, 1880, 77 v. 146.) Section 10061. (Powers of society.) Such an association or society may accept and receive any donation or voluntary contribution, collect its assessments, which shall not exceed one-fifth of one per cent of the amount payable at the death of a member; and pay endowments in the mode and to the persons named and provided by its laws but in no case exceeding in the aggregate five thousand dollars on the death of any one member. (R. S. See. 3786e; April 9, 1880, 77 v. 146.) Section 10061-1. (Lodge may hold real estate. Convey- ance. Notice to lodge members. Attestation.) That any unincorporated lodge or other subordinate body of any so- ciety or order which is duly chartered by its grand lodge or body, may take and hold real estate for its own use and benefit, by lease, purchase, grant, devise, gift or otherwise, and loan its funds and secure the same or any unpaid pur- chase money by mortgage on otherwise unincumbered real estate, may borrow money and execute and deliver notes or bonds and mortgages on real property of the lodge to secure the same in and by the name and number of said lodge or other subordinate body according to the register of the re- spective grand lodge or body. The presiding officer of such lodge or other subordinate body, together with the secretary or officer keeping the records thereof, may make conveyance, leases or mortgags of any real estate belonging to such lodge or other subordinate body when authorized by a vote of the members present at a regular meeting held by said lodge or other subordinate body, after at least ten days’ notice has been given to all members of said lodge or other subor- dinate body, by mailing a written notice of said proposed action to the last known postoffice address of all such mem- bers, under the rules and regulations of the lodge or other subordinate body, and not in conflict with the regulations provided by the respective grand lodge or body. All such 2037 HUMANE SOCIETIES. G. C. § 19062 conveyances, leases or mortgages shall be in the name of the lodge, attested by the presiding officer and secretary, or other officer in charge of the records, shall have affixed the seal of such lodge or other subordinate body, and any mort- gage taken by lodge or other subordinate body in its name and number may, when paid and satisfied, be released by the presiding officer and secretary or officer keéping the records thereof, attested. by the seal of the lodge or other subordinate body. (110 v. 88; 101 v. 207.) CHAPTER 5. HUMANE SOCIETY. § 10062. Ohio humane society. § 10075. Member may require po- § 10068. Objects and power to ac- lice to act. quire property. § 10076. Fees. § 10064. Officers and rules. § 10077. Person guilty liable to § 10065. Powers of agents. damages. § 10066. Branches. § 10078. Conviction of agent no § 10067. Other societies authorized. bar. § 10068. Incorporation. § 10079. Any person may _ protect § 10069. Officers and by-laws. animal from neglect. §10070.. May appoint agents. § 10080. Cost and expenses. § 10071. Approval of appoint- § 10081. May remove child from ments. parents. § 10072. Salary of agents. § 10082. Notice. § 10073. Police powers of officers § 10083. Probate judge may make and agents. general agent guardian. § 10074. Interpretation of words. § 10084. guardian ato provide home or ec is Section 10062. (Ohio humane society.) The Ohio state society for the prevention of cruelty to animals, shall remain a body corporate, under the name of ‘‘the Ohio humane society,’’ with the powers, privileges, immunities, and duties heretofore possessed by such society, hereinafter specified as to county societies, ‘and may appoint any person, in a county where there is no such active society, to represent the state society, and to receive and account for all funds coming to that society, from fines or otherwise. (R. C. Sec. 3714; March 21, 1887, 84 v. 207; R. S. 1880; March 29, 1875, 72 vw. 129, § 21.) A contract between a humane society and a city whereby the society agrees to enforce an ordinance relating to dogs running at large is ultra vires. Opins. Atty. Gen. 1918, p. 243. This section and other statutes making certain acts of cruelty to animals an offense, and affixing a penalty, are constitutional. Beamer v. State, 21 ©. C. 440; 12 C. D. 4 (1901). © ‘ As to matters not covered by the federal twenty-eight hour live stock shipment law, such statutes are valid and enforceable as applied to interstate shipments of live stock. Meeks, etc., Co. v. Humane Co., 12 N. P. n. s. 625; 22 L. D. 517 (1912). G. G. § 10065 OHIO PRIVATE CORPORATIONS. 2088 — Section 10063. (Objects and power to acquire property.) — The objects of such society, and all societies organized — under sections ten thousand and sixty-seven and ten thous- — and and sixty-eight, shall be the inculeation of humane principles, the enforcement of laws for the prevention of cruelty, especially to children and animals, to promote which objects such societies may respectively acquire property, real — or personal, by purchase or gift. All property acquired by gift, devise, or bequest, for special purposes, shall be vested in a board of trustees consisting of three members elected by the society, which board must manage such property, and apply it in accordance with the terms of the gift, devise, or bequest, with power to sell it and re-invest the proceeds. (R. .S. See. 8714; March 21, 1887, 84 v. 207; R. S. 1880; ~ March 29, 1875, 72 v. 129, § 21.) Certificate from board of state charities required before filing articles of incorporation of association for care of dependent, neg- lected or delinquent children. Opins. Atty. Gen. 1915, p. 2436; G. C § 1352-2. Section 10064. (Officers and rules.) Such society may elect such officers, and make such rules, regulations and by laws as are deemed expedient by its members for their own government and the proper management of its affairs. The society may appoint agents in any county of this state where : no active society exists, under such sections ten thousand and sixty-seven and ten thousand and sixty-eight, to repre- sent it and receive and account for all funds coming to the society from fines or otherwise, and may also appoint agents at large to prosecute the work of the society throughout — the state. (R. S. See. 3714; March 21, 1887; 84 v. 207; R.S. 1880; March 29, 1875, 72 v. 129, § 21.) Term of office of agents, see note to § 10071. Section 10065. (Powers of agents.) The agents of such society and of all societies organized under such sections, whose appointment has been approved as hereinafter pro- vided, may arrest a person found violating any law for the protection of persons or animals, or the prevention of cruelty thereto. Upon making such arrest the agent forth- with shall convey the person arrested before some court or magistrate having jurisdiction of the offense, and there make complaint against him. But agents shall not make such arrests within a municipal corporation unless their appointment has been approved by the mayor thereof, nor within a county beyond the limits of a municipal corpor- ation, unless their appointment has been approved by the 2089 HUMANE SOCIETIES. G. C. § 10068 probate judge of the county.. The mayor or probate judge must keep a record of such appointments. (R. S. See. o714; March 21, 1887, 84 v. 207; R. S. 1880; March 29, 1875, 72 v. 129;' § 21.) Section 10066. (Branches.) Branches of such society consisting of not less than ten members may be organized in any part of the state to prosecute the work of the socle- ties in their several localities, under rules and regulations prescried by this society. Socicties organized in any county under the next following seetion may become branches of such society by resolution adopted at a meeting thereof called for that purpose, a copy of which resolution shall be forwarded to the secretary of state. ( R. 8S. See. 3714;-March 21, 1887, 84 v. 207; R. S. 1880; March 29, 1875, fe V. 129, 9.21.) Award of fund arising under G. C. § 5653, see Opins. Atty. Gen. 1917, pp. 1668, 2353; State v. Commissioners, ToedNet bak Ue 8. seas Section 10067. (Other societies authorized.) Societies for the prevention of acts of cruelty to animals may be organized in any county, by the association of not less than seven persons. The members thereof, at a meeting called for the purpose, shall elect, not less than three of their members directors, who shall continue in office until their successors are duly chosen. (R. S. Sec. 3715; March 29, 1875, 72° Vv. 129. § 12.) A society can not be formed under this section for the protec- tion of animals alone. Articles of incorporation must state that the corporation is formed for the protection of children as well as ant- mals. Opins. Atty. Gen. 1917, p. 2067; § 10063. ‘ _ And the articles must be approved by the board of state chari- ties. Opins. Atty. Gen. 1917, pp. 2351, 23538; G. C. § 1352-2. Section 10068. (Incorporation.) The secretary or elerk of the meeting must make a true record of the proceedings thereat, and certify and forward it to the secretary of the state, who shall record it. This record shall contain the name by which such association is to be known, and from and after its filing, the directors and associates, and their successors, will be invested’ with the powers, privileges, and immunities incident to incorporated companies. A copy of such ‘record, duly certified by the secretary of state, shall be taken in all courts and places in this state, as evidence that such society is a duly organized and incor- porated body. (R. S. See. 3716; March 29, 1875, 72 v. 129, § 13.) )G. C. § 10071 OHIO PRIVATE CORPORATIONS. ' 20408 Section 10069. (Officers and by-laws.) Such societies may elect such officers, and make such rules, regulations, and by-laws, as are deemed expedient by their members for their own government, and the proper management of their affairs. (R. 8. Sec. 3717; March 29, 1875, 72 v. 129, § 15.) Section 10070. (May appoint agents.) Such societies may appoint agents who are residents of the county or municipality for which the appointment is made, for the purpose of prosecuting any person guilty of an act of eruelty to persons or animals, who may arrest any person — found violating any provision of this chapter, or any other law for protecting persons or animals or preventing acts or cruelty thereto. Upon making such arrest, such agent shall convey the person so arrested before some court or magistrate having jurisdiction of the offense, and there © forthwith make complaint on oath or affirmation of the offense. (R. S. Sec. 3718; March 14, 1906, 98 v. 44; April 14, 1884, 81 v. 181; R. S. 1880; March 29, 1875, 72 v. 129, §6— [§ 16].) A sheriff is ineligible for appointment as humane officer. Opins. Atty. Gen. 1915, p. 758. G. ©. § 3024, prohibiting police officers from receiving witness fees, applies to agents of humane societies. Rep. Atty. Gen. 1912, . 262. 3 A humane agent may be appointed probation officer of a juvenile court. Rep. Atty. Gen. 1914, p. 345. Section 10071. (Approval of appointments.) All ap- pointments by such societies under the next preceding section — shall have the approval of the mayor of the city or village for which they are made. If the society exists outside of a city or village, appointments shall be approved by the pro- bate judge of the county for which they are made. The mayor or probate judge shall keep a record of such appoint- ments. (R. 8S. See. 3718; March 14, 1906, 98 v. 44; April 14, 1884, 81 v. 181; R. S. 1880; March 29, 1875, 72 v. 129, §6— [§ 16].) | > The probate judge has diseretion to determine not only whether — the appointee is a proper person, put also whether there is such neces~ sity for the appointment as would justify the expense to the public. — State v. Ashman, 90 O. S. 200 (1914). A probate judge has no power to appoint. His authority is hme ited to approval. Rep. Atty. Gen. 1913, p. 61. A mayor has no power to revoke his approval of an appointment. ; Rep. Atty. Gen. 1912, p. 1825. But an agent may be removed by the society with the approval : of the mayor or probate judge. Rep. Atty. Gen. 1913, p. 1126. A A humane agent is not under civil service. Rep. Atty. Gen. 1914, — p. 503. ; 2041 HUMANE SOCIETIES. G. C. § 10673 The term of office of agents is not provided for. Unless his term is fixed at the time of appointment, an agent holds his position at the pleas- ure of the society appointing him, and of the mayor or probate judge. Rep. Atty. Gen. 1910-1911, p. 891. Section 10072. (Salary of agents.) Upon the approval of the appointment of such an agent by the mayor of the city or village, the council thereof shall pay monthly to such agent or agents from the general revenue fund of the city or village, such salary as the council deems just and reasonable. Upon the approval of the appointment of such an agent by the probate judge of the county, the county commissioners shall pay monthly to such agent or agents, from the general revenue fund of the county, such salary as they deem just and reasonable. The commissioners, and the council of such city or village may agree upon the amount each is to pay such agent or agents monthly. The amount of salary to be paid monthly by the council of the village to such agent shall not be less than five dollars, by the council of the city not less than twenty dollars, and by the commissioners of the county not less than twenty-five dollars. But not more than one agent in each county shall receive remuneration from the county commissioners under this section. (R.S. Sec. 3718; March 14, 1906, 98 v. 44; April 14, 1884, 81 v. 181; R. S. 1880; March 29, 1875, 72 v. 129; §6 [§ 16].) The expenses of an agent can not be paid by the county, in ad- dition to his salary. Rep. Atty. Gen. 1912, p. 395. An agent is not entitled to fees or costs for making arrests, serving subpoenas or other services. His compensation is fixed by this section. State v. Kleinhoffer, 92 O. S. 163 (1915); Rep. Atty. Gen. 1914, p. 1730; Rep. Atty. Gen. 1912, p. 395. An agent appointed for one year does not hold office after the expiration of the year until his successor is appointed and qualified. His right to salary ceases at the end of the year. Opins. Atty. Gen. 1916, p. 946. Section 10073. (Police powers of officers and agents.) An officer, agent, or member of such a society may interfere to prevent the perpetration of any act of cruelty to animals in his presence, use such force as is necessary to prevent it, and to that end may summon to his aid any bystanders. (R. S. See. 3720; March 29, 1875, 72 v. 129, § 18.) The discretion of officers and agents of a humane society, in deter- mining that the reloading of crippled live stock in transit, which has been unloaded for rest, food and water, into cars containing the car- casses of dead animals constitute cruelty, will not be interfered with by a court of equity, in the absence of abuse of such discretion. Meeks, etec., Co. v. Humane Soc., 12 N. P. n. 8. 625 (C. Pp. 1912). An agent is not authorized to make arrests until after his ap- G. C. § 10076 OHIO PRIVATE CORPORATIONS. 2042 pointment has been approved under §10071, Rep. Atty. Gen. 1912, p- 1730. The authority of an agent to arrest is only a power and not a duty. He can not be compelled to make arrests and can not be re- imbursed for expenses. Rep. Atty. Gen. 1914, p. 1730. Section 10074. (Interpretation of words.) In this chapter, and in every law relating to or affecting animals, the word ‘‘animal’’ includes every lving dumb creature; the words ‘‘torture,’’ ‘‘torment,’’ and ‘‘cruelty’’ include every act, omission, or neglect whereby unnecessary or un- justifiable pain or suffering is caused, permitted, or allowed to continue, when there is a reasonable remedy or relief. The words ‘‘owner’’? and ‘‘person’’ includes corporations; and the knowledge and acts of their agents and employes in regard to animals transported, owned, employed by, or in the custody thereof, is the act of the corporation. (R..S. 3721; March 29, 1875, 72 v. 129, § 19.) Cited, Meeks, ete., Co. v. Humane Soc., 12 N. P. n. s. 625, 627 (1912). See note to § 10073. Where the owner provides sufficient help to properly care for his animals, and exercises reasonable care and prudence in so doing, and provides wholesome food and water in sufficient quantities, it is a defense to a charge of cruelty against such owner, that he did not know that they were not being properly fed and cared for. Muhlhauser v. State, 1 C. OC. n. s. 2738; 15 C. D. 81 (1900). Section 10075. (Member may require police to act.) A member of such society may require the sheriff of any county, the constable of any township, the marshal or policeman of any city or village, or the agent of such society, to arrest any person found violating the laws in relation to eruelty to persons or animals, and to take possession of an animal cruelly treated, in their respective counties, cities, or vil- lages, and deliver it to the proper officers of the society. (R. S. Sec. 3722; April 14, 1884, 81 v. 181, 183; R. S. 1880; March 29, 1875, 72 v. 129, § 20.) Section 10076. (Fees.) For this service and for all serv- ices rendered in carrying out the provisions of this chapter, such officers, and the officers and agents of the association, shall be allowed and paid such fees as they are allowed for like services in other cases, which must be charged as costs, ” and reimbursed to the society by the person convicted. (R. 8. See. 3722; April 14, 1884, 81 v. 181, 183; R. 8S. 1880; March 29, 1875, 72 v. 129, § 20.) | No fee may be taxed for the service of a subpoena by a humane agent. Rep. Atty. Gen. 1912, p. 395; G. C. § 11504, ee ee ee ‘ 2043 . HUMANE SOCIETIES. G. C. § 10081 An agent is not entitled to fees or costs for making arrests or other services. His compensation is provided for by §10072. State v. Kleinhoffer, 92 O. S. 163 (1915). Section 10077. (Person guilty liable to damages.) A person guilty of cruelty to an animal, the property of another, shall be liable to the owner thereof in damages, in addition to the penalties prescribed by law. (R. 8S. See. 3723; March 29, A819 5.F2 Win 29) 28 11.) Section 10078. (Conviction of agent no bar.) The con- viction of an agent or employe shall not bar an action for cruelty to animals against an employer for allowing a state of facts to exist which will induce cruelty to animals on the part of such agent or employer. (R. S. See. 3724; March 29, 1875,°72 -v.129, § 9.) Section 10079. (Any person may protect animal from neglect.) When, in order to protect any animal from neg- lect it is necessary, any person may take possession of it. When an animal is impounded, yarded or confined, and continues without necessary food, water or proper attention for more: than fifteen successive hours, as often as is neces- sary, any person may enter into and upon any place in which the animal is impounded, yarded or confined, and supply it with necessary food, water and attention, so long as it there remains, or, if necessary or convenient, may remove such animal, and not be liable to an action for such entry. In all cases the owner or custodian of such animal, if known, immediately shall be notified of such action, by the person taking possession of the animal. If the owner or custodian be unknown, and can not with reasonable effort be ascer- tained, such animal shall be held to be an estray, and be dealt with as such. (R. S. Sec. 3725; April 14, 1884, 81 v. 181, 183; R. S. 1880; March 29, 1875, 72 v. 129, § 3.) Section 10080. (Cost and expenses.) The necessary ex- penses for food and attention given to an animal under the preceding section, may be collected from the owner thereof, and the animal shall not be exempt from levy and sale upon execution issued upon a judgment therefor. (R. S. See. 8725; April 14, 1884, 81 v. 181, 183; R.'S. 1880; March 29, 1875, 72 v. 129, § 3.) Section 10081. (May remove child from parents.) When an officer or agent of a society organized under this chapter, deems it for the best interest of a child, because of cruelty G. C. § 10083 OHIO PRIVATE CORPORATIONS. 2044 inflicted upon it, or of its surroundings, that it be removed from the possession and control of the parents, or persons having charge thereof, such officer or agent may take pos-. session of the child summarily. (R. S. See. 3725-1; April 25, 1898, 98 v. 296, § 1.) An application under § 10081 et seq. is a civil and not a criminal proceeding, and witnesses may demand their fees in advance. Rep. Atty. Gen. 1914, p. 1679; 12 O. L. R. 496. Taking temporary possession of a mistreated child does not sub- ject the society to supervision by the board of state charities under G. C. § 1352-2. Opnis. Atty. Gen. 1918, p. 389. Section 10082. (Notice to persons having control of child and parents.) Such officer or agent shall cause a notice to be personally served upon the person having control or possession of such child, and upon its parent or parents, if within the state, that the society will apply to the pro- bate court of the county in which it is situated, at a time and place named in the notice, for an order as hereinafter set forth. If such person or parents reside or have gone out of the state or if his or her place of residence is unknown so that such notice can not be served, such officer or agent shall file with the probate court an affidavit stating such fact. Thereupon the clerk of said court shall cause such notice to be published once in a newspaper of general cir- culation throughout the county, and published in the county, if there be one so published. The notice shall state the na- ture of the complaint, and the time and place of the hear- ing, which shall be held at least two weeks later than the date of the publication; and a copy of such notice shall be sent by mail to the last known address of such parent, guard- ian or other person having custody of such child, unless said affidavit shows that a reasonable effort has been made with- out success to ascertain such address. The certificate of the clerk that such publication has been made or such notice mailed shall be sufficient evidence thereof. Until the time for the hearing arrives, the court shall make such tempo- rary disposition of such child as it may deem best. When said period of two weeks from the time of publication shall have elapsed, said court shall have full jurisdiction to deal with such child as provided by this chapter. (May 9, 1918, 103 v. 905; R. S. See. 3725-1; April 25, 1898, 93 v. 296, § 1.) Section 10083. (Probate judge may make general agent guardian.) At the time stated in such notice, if it appears to the satisfaction of the probate judge, that it is for the best interest of such child that possession and control of it be 2045 CHARITABLE TRUST. G. C. § 10085 taken from the parent or other person having it, he shall make an order conferring upon the general agent of the so- ciety the powers of a guardian as to the child. (R. S. See. 8725-2; April 25, 1898, 93 v. 296, § 2.) Section 10084. (Guardian to provide home for child.) As such guardian, such general agent, with the approval of the probate judge, may provide a suitable home for the child until it reaches the age of majority, or the probate judge is satisfied that its parent or parents are in a position prop- erly to provide and care for it. (R. 8S. See. 3725-2; April 25, 1898, 93 v. 296, § 2.) CHAPTER 6. CHARITABLE TRUST. § 10085. Administration of chari- §10092-1. Duties of trustee of a table trusts in certain charitable trust. Pro- cases. vision for incorpora- § 10086. Articles of incorporation. tion. § 10087. Who members and direc- § 10092-2. Regulations for the ad- tors. t ministration of trust. § 10088. Succession. § 10092-3. Officers of corporation. § 10089. Attorney-general may en- § 10092-4. Subsequent grant or de- force, devise or bequest. vise. § 10090. Officers. § 10092-5. Prosecuting attorney § 10091. Constitution and by-laws. shall examine accounts § 10092. Where directors to meet. and Aer orae Annual report. Section 10085. (Administration of charitable trusts in certain cases.) When, by the last will and testament of a person, duly admitted to probate in this state or elsewhere, a decedent devised or bequeathed, or may devise or bequeath, his or her property, or a portion thereof, for charitable uses within this state, or for the establishment and maintenance of an industrial or educational school or institution to be locat- ed within the state; and when in such will it was or may be, provided that the executor or executors thereof shall organ- ize a corporation under our laws, to receive the property so devised or bequeathed, and carry out the charitable purposes therein expressed, or establish and maintain the institution or school it provides for, and such will further provides for the management of such corporation by a board of trustees or di- rectors, consisting, in part, of officials of this state, of the county in which such charities are to be administered or institution or school located, of any municipality in such eounty, and the member of congress for the district of which it forms a part, or any of such officials, and names others to be associated with them or any of them, and also provides for G. C. § 10088 OHIO PRIVATE CORPORATIONS. 2046 the appointment of a successor or successors to the person or persons so appointed to act with such officials in a way speci- fied in the will, such executor or executors, or his or their successors in office, and the persons hereinafter named, may constitute themselves a body corporate, with the general pow- ers of benevolent incorporations. (R. 8S. See. 3796-1; March 19,1902, 95 v.;61, §.1.) This chapter is constitutional. Smithsonian Institute v. St. John, 214 U. 8. 19 (1909). Section 10086. (Articles of incorporation.) ‘Such exec-— utor or executors, or his or their successors, shall associate with himself or themselves not more than two citizens and _ residents, other than the persons named in such will, of the county in which such charities are to be administered, or such institution or school located, and he or they and such— associates shall execute, acknowledge and file with the sec- retary of state articles of incorporation. In case of a will hereafter so probated, if within six months of such probate ~ he or they do not file such articles, than a minority of the officials for the time being named in such will or testament may execute, acknowledge and file them, and therein must set forth: . 1. A copy of the will or testament to carry out whose provisions the incorporation is organized. a 2. The name of the corporation, including the name of the testator unless the will otherwise provides. 3 3.‘ The location of such corporation. (R. S. See. 8796-2; March 19, 1902, 95 v. 61, § 2.) Section 10087. (Who members and directors.) The offi- cers or officials named in such will or testament, together with the persons therein named, and in ease the articles are filed © by the executor or executors, the citizens of such county, not exceeding two in number, who execute and acknowledge ~ them with such executor or executors, shall thereupon be- come the members and directors of such corporation. AS the term of any official expires, his successor thereupon, by virtue of his office, shall become one of the members and _~ directors of such corporation, so that the officials named in ~ such will, for the time being and from time to time, shall be directors of the corporation. (R. S. See. 3796-3; March — 19, 1902, 95 v. 62, §3.) an Section 10088. (Succession.) Upon the death or resig- — nation of the person or persons named. in such will as direct-_ ors associated with such officials, his or their successor or su@- . 2047 CHARITABLE TRUST. G. C. § 10092-1 cessors shall be appointed in the manner provided in such will or testament, if it makes provision therefor, otherwise by the board of directors, and he or they shall thereupon become members and directors of the corporation. Upon the death or resignation of the two citizens of the county, or either of them, who have become directors by reason of joining in such articles of incorporation, his or their successor or suc- cessors shall be chosen by the board of directors, and he or they thereupon shall become members and directors of the corporation. (R. 8. Sec. 3796-3; March 19, 1902, 95 v. 62, § 3.) : Section 10089. (Attorney-general may enforce devise or bequest.) The attorney-general in his official capacity may bring proceedings in any court of record to enforce such a devise or bequest, if he deems such action necessary to pro- tect and carry out the purposes named in such last will and testament, without waiting for the organization of such cor- poration. (R. S. Sec. 3796-4; March 19, 1902, 95 v. 64, § 4.) Section 10090. (Officers.) The officers of such corpora- tion shall consist of a president, secretary and treasurer, and such others as the board of directors deems necessary. The president shall be a member of such board. (R. 8. See. 3796-5; March 19, 1902, 95 v. 62, § 5.) Section 10091. (Constitution and by-laws.) The board of directors may adopt, and also change, such organic rules, regulations and by-laws as they deem expedient, consistent with the constitution and laws of this state. (R. S. See. 3796-6; March 19, 1902, 95 v. 62, § 6.) Section 10092. (Where directors to meet.) Until the estate is finally settled, the board of directors may meet in the state of the domicile of the testator. (R. S. See. 3796-7; March 19, 1902, 95 v. 62, § 7.) Section 10092-1. (Duties of trustees of a charitable trust. Provision for incorporation.) When any person by deed or will shall grant or devise property and money, or either, to trustees in perpetuity, in trust, the principal and income of which, or such part thereof as may be provided by such deed or will, to be used and applied by said trustees and their successors in office for educational, charitable or benevolent purposes, to be conducted in this state, and such deed or will provides that the trustees shall become a body cor- G. C. § 10092-4 OHIO PRIVATE CORPORATIONS. 2048 porate to hold and invest said property and money, and to administer said trust, said trustees upon accepting said trust shall file with the secretary of state articles of incor- poration as now provided by law in eases of corporations not for profit, together with a certified copy of such deed or will, and thereupon said trustees and their successors in office shall become a corporation not for profit to adminis- — ter said trust, and said trustees shall forthwith become the board of trustees thereof for such term as may be. pre- scribed by such deed or will or by the regulations herein- after provided for. The members of the board of trustees and their successors forever during their respective terms of office shall be the members of the corporation. (May 6, 1913, 103 v. 535.) = Section 10092-2. (Regulations for the administration of trust.) Such corporation shall adopt and maintain regula- tions for its government and the administration of said trust, in conformity to the provisions of such deed or will. — Such regulations shall provide for the election or appoint- — ment of the trustees of said corporation and their succes- sors, to fill vacancies or otherwise, and for their term of office, so as to conform to any provision in respect there- to contained in such deed or will, and said trustees and their successors shall be so elected or appointed and for the term so provided. If such deed or will shall contain no provision as to the manner of electing or appointing the trustees or as to their term of office, they shall be elected or appointed in the manner and for the term provided by the. General Code relating to corporations not for profit, or by regulations adopted pursuant thereto. (May 6, 1913, 103 v. 535.) Section 10092-3. (Officers of corporation.) The officers of such corporation, in addition to the board of trustees, shall be a president, vice-president, treasurer and secretary, the first three of whom shall be members of the board of trustees. The board of trustees may create such other offices as may be deemed necessary or that may be designated by such deed or will. (May 6, 1918, 103 v. 535.) Section 10092-4. (Subsequent grant or devise.) The trustees of such corporation may accept any subsequent — grant or devise of money or property, made: to them or to- such corporation in perpetuity, in trust, the principal or income of which or any part thereof as may be provided by. * —— se eee eee 2049 CEMETERY ASSOCIATIONS. G. C. § 10093 ‘such grant or devise, to be used and applied to and for the purposes for which said original trust was established, and in such case said property and money shall be invested and administered in accordance with the regulations of such cor- poration. A certified copy of the deed or will making such grant or devise shall be filed with the secretary of state to be placed with the articles of incorporation and other papers relating thereto on file in his office. (May 6, 1918, 103 v. 536.) Section 10092-5. (Prosecuting attorney shall examine accounts and records. Annual report.) The prosecuting attorney of the county in which said corporation has its general office whenever he may deem it necessary is author- ized to examine the accounts and records of such corporation, and may proceed by action in the proper courts, to enforce the administration of the trust and the investment and ap- plication of the funds and property thereof in accordance with the provisions of the deed or will creating the same. A copy of the annual financial report of the corporation showing the condition of said trust shall be filed with the probate judge of said county each year. (May 6, 19138, 103 v. 536.) CHAPTER 7. CEMETERY ASSOCIATIONS. § 10093. May acquire land and § 10108. Officers may appoint po- property. licemen. § 10094. Repealed. § 10109. How receipts and income § 10095. Appropriation of land. applied. § 10096. Location of cemeteries as § 10110. May accept and execute to dwellings; exceptions. eertain trusts. § 10097. (What companies prohib- § 10111. May hold land in a vil- ited from appropriation.) lage. : § 10098. How income applied. \ §10112. Powers of certain corpo- §10099. How land for entrance rations. secured. : § 10113. Rights of lot owners as- § 10100. Appeal. sured. § 10101. Sale of lots. § 10114. Rights and powers of cre- '§10102. May sell land to be used matory associations. | as site for public monu- § 10115. Sale of certain associa- ments. tions; proceeds. : §10108. Plat of ground; powers. § 10116. Notice of application; or- §10104. County commissioners der of sale. may purchase road _ to § 10117. May create sinking fund. cemetery. § 10118. How such funds invested. § 10105. Exemptions. § 10119. How expended. § 10106. Land shall not be mort- §10119-1. Providing for transfer gaged or sold on execu- of lands and improve- tion. ments from one asso- § 10107. May act as soldiers’ mon- ciation to another. umental association. See also § 3461 et seq. G. C. § 10093 OHIO PRIVATE CORPORATIONS. 2050 4 Section 10093. (May acquire and hold land and property; exempt from tax and execution. Sale of unsuitable lands; application of proceeds.) A company or association incorpo- — rated for cemetery purposes may appropriate or otherwise — acquire and may hold, not exceeding six hundred and forty acres of land; also, take any gift or devise in trust for ceme-_ tery purposes, or the income from such gift or devise ac- cording to the provisions of such gift or devise, in trust, all of which shall be exempt from execution and from being appropriated for any other public: purpose, and shall be — exempt from taxation, if held exclusively for burial pur- poses, and in no wise with a view to profit. And the trustees of such company or association, whenever in their opinion any portion of such lands is unsuitable for burial purposes, — may sell and convey by deed in fee simple, in such manner, and upon such terms as may be provided by resolution of such trustees, any such portion or portions of said lands, — and apply the proceeds thereof to the general purposes of — the company or association; but on such sale or sales being made, the lands so sold shall be returned by the trustees to the auditor of the proper county, to be by him placed upon the grand duplicate for taxation. (109 v. 172; R. S. See. — 3571; April 26, 1904, 97 v. 442; March 29, 1875, 72 v. 113, § 9.) The exemption from taxation does not include exemption from assess- — ment for local improvements. Lima v. Cemetery Ass’n, 42 O. S. 128 (1884). While the lands, so far as exempted, can not be sold, an assessment may be enforced by such remedies as the statutes and courts of equity afford. Lima v. Cemetery Ass’n, 42 0. S. 128 (1884). Gilmour v. Pelton, 2 W. L. B. 158 (1877). Under a former special statute (R. S. § 3581), providing for exemp- — tion for taxation, it was held that the mere purchase of additional ground, — on which some work had been done in preparing it for burial purposes, — but which had not been platted, and in which no interments had been — made, did not exempt it from tax. German Cemetery v. Brooks, 8 C. C. 439; 4 C. D. 478 (1894). f A private corporation can not conduct a cemetery for profit. — Frey v. Nowlin, 19 N. P. n. 8s. 484 (1917). Only the property specified in the statute is exempt from execUh — tion. Execution may be levied on other property of an association. — Canton Assn. v. Slayman, 99 O. 8S. 28 (1918). aa A cemetery association organized under § 10093 et seq. may be | liable for malicious prosecution. Canton Assn. v. Slayman, 99 O. Sam 28 (1918). : A cemetery association may be liable for negligence. Wulftange — v. Cemetery, 15 N. P. n. 8s. 49 (1913). Bs! Land acquired by a cemetery association, not used for profit, but — not laid out and allotted or prepared for use as a burial ground is nob — exempt from taxation. Rep. Atty. Gen. 1914, p. 1435. : A building used as a residence by the cemetery superintendent, ; 2051 CEMETERY ASSOCIATIONS. G. C. § 10096 erected by the superintendent on land set apart and used for burial purposes, is exempt from taxation. Rep. Atty. Gen. 1914, p. 1435. Section 10094. Repealed. (109 v. 173.) Section 10095. (Appropriation of land.) If it be neces- sary to acquire lands by appropriation, such proceedings shall be taken therefor as are provided for the appropriation of property to the use of corporations. No lands shall be appropriated until the probate court is satisfied that suitable premises can not be obtained by contract upon reasonable terms, and no lands shall be appropriated upon which there is a dwelling-house, barn, stable or other farm-buildings, or an orchard, nursery, or valuable mineral or other medicinal spring, or a well actually yielding oil, or salt water, unless it adjoins a cemetery already located and used, on the same or opposite side of a public highway. (R. S. See. 3578; April 25, 1904, 97 v. 391; March 22, 1893, 90 v. 108; April 2, 1886, 88 v. 638; May 1, 1885, 82 y. 217; March 6, 1880, 77 v. 41; Rev. Stat. 1880; March 29, 1875, 72 v. 113, § 5; 76 v. 187, § 5.) Section 10096. (Location of cemeteries as to dwellings. Exceptions.) Land shall not be appropriated or a cemetery located by an association incorporated for cemetery purposes or by benevolent. or religious societies, within two hundred yards of a dwelling house, unless the owner thereof gives his consent, or unless the entire tract be so appropriated as a necessary addition to or enlargement of a cemetery already located and used. The limit shall not be less than one hun- dred yards when it is sought to appropriate for cemetery purposes property adjoining a cemetery already located and used, when such dwelling house was erected subsequent to the laying out and establishing of the cemetery. Where the ceme- try lies within or adjoins a municipal corporation the associa- tion or corporation owning such cemetery, without such con- sent, may appropriate property within one hundred feet, or the width of a street, or alley of any dwelling house. The addition of any land across a street or public road, as now located or which shall be hereafter established, shall not be considered an enlargement of an existing cemetery under the provisions of this section. (June 12, 1911,,.102. v, 423; R. S. Sec. 3573; April 25, 1904, 97 v. 391; March 22, 1898, 90 v. 103; April 2, 1886, 88 v. 63; May 1, 1885, 82 v. 217; March 6, 1880, 77 v. 41; R. S. 1880; March 29, 1875, 72 v..118, § 5; 76 v. 187, § 5.) G. C. § 10098 OHIO PRIVATE CORPORATIONS. 2052 The change in G. C. § 10096, whereby the distance from a dwelling at which a cemetery may be located was made not less than one hundred yards instead of not less than two hundred yards, can not be construed as an infringement on the vested rights of a property owner who pur- — chased and made his improvements prior to such change, especially where the land which it is proposed to devote to such use adjoins an established — cemetery in a rapidly growing town. A restriction as to the location of cemeteries, which was considered — reasonable when it was adopted, may be removed or modified when the — legislature determines that necessity or circumstances so demand; and it is not unreasonable to require that such modification be anticipated as to land adjoining cemeteries established, and in use, and so situated that adjoining land would naturally be selected when more burial space be- comes necessary. One who purchases land adjoining the cemetery of a religious society, and builds a house one hundred and sixty feet from the nearest lot therein and makes other improvements, is not entitled to an injunction restraining the society from using for cemetery purposes land purchased by them bordering on the established cemetery grounds, where the part to be so used is more than one hundred yards from the plaintiff's dwelling, although the nearest boundary line is less than one hundred yards from his dwell- ing. ; ’ Morlock v.: Horstman, 10 C. C. n. s. 599; 12 GC. D. 778 (1908) ; aff'd, no rep., 60 O. S. 629. 7 An entrance, park and driveway, in front of a cemetery is used for ‘‘cemetery purposes’’ within the meaning of this section. Frey v. Nowlin, 19 N. P. n. s. 484 (1917), Section 10097. (What companies prohibited from appro- eo priation.) The provisions of the two preceding sections shall not be applicable to a corporation or cemetery ass0o- ciation, owning a cemetery of less dimensions than four acres and situated within one mile of the corporate limits of a mu- nicipality. (June 12, 1911, 102 v. 423; R. S. See. 3573; April 25, 1904, 97 v. 391; March 22, 1893, 90 v. 103; April 2, 1886, 83 v. 63; May 1, 1885, 82 v. 217; March 6, 1880, 77 v. 415 Rev. Stat. 1880; March 29, 1875, 72 v. 118, § 5; 76 v. 137, § 5.) Section 10098. (How income applied.) After paying for — such land future receipts and incomes of such company OF — association, whether from sale of lots, donations, or otherwise, © shall be exclusively applied to laying out, preserving, pro- — tecting, and embellishing the cemetery, and avenues leading ~ thereto, the erection of buildings necessary for the cemetery — purposes, and to paying the necessary expenses of the ceme- — tery company or association. No debts shall be incurred eX- — cept for original purchasing, laying out, inclosing and em- bellishing the ground and avenues, for which debts may be — contracted not exceeding ten thousand dollars in the whole, — to be paid out of future receipts. Such company or asso- — ciation may adopt rules and regulations as it deems expedient — for disposing of and conveying burial lots; but a person not 2053 CEMETERY ASSOCIATIONS. G. C. § 10101 already the owner of a lot in the cemetery shall have the right to purchase any unsold lot, and to have it conveyed to him by the company or association, upon tender of the usual price asked therefor by it. (R. S. See. 3574; March 29,1875, 72 v. 113, § 5.) A cemetery association may be liable for negligence. Wulftange v. Cemetery, 15 N. P. n. gs. 49 (1913), And for malicious prosecution. Canton Assn. v. Slayman, 99 O. 8. 28 (1918). Land acquired by a cemetery association, not used for profit, but not laid out and allotted or prepared for use as a burial ground is not exempt from taxation. Rep. Atty. Gen. 1914, p. 1435. ; A building used as a residence for the cemetery superintendent, erected by the superintendent on land set apart and used for burial purposes, is exempt from taxation. Rep. Atty. Gen. 1914, p. 1435. Section 10099. (How land for entrance secured.) When in the judgment of the officers of a cemetery association, it is necessary to secure additional land for the purpose of making an entrance to its ground, or to improve an entrance already made, the officers may apply to the county commis- sioners of the county in which the cemetery is located for the appointment of appraisers. Upon such application being made to them, they shall appoint three disinterested free- holders of the county as appraisers, whose duty it shall be to view the land sought to be obtained, appraise its value, and make due return of their appraisement to such commission- ers. When the cemetery association pays the amount of such appraisement, together with its cost, the title to the land shall vest in it. (R. S. Sec. 8574-1; April 6, 1898, 90 v. 153, § 1.) Before the change in §10100 made by the codifying commission, this section and § 10100 were held unconstitutional for the reason that, through an error in the reference to other statutes, no provision was made for a jury on appeal. King v. Cemetery Ass’n, 67 O. S. 240 (1902). Section 10100. (Appeal.) An appeal may be taken from the appraisement so made to the probate court of the county in which such cemetery or entrance is located in the manner provided by law for appeals in road cases. (R. S. Sec. 3574-1; April 6, 1893, 90 v. 153, § 1.) Section 10101. (Sale of lots.) Burial-lots sold by such company or association shall be for the sole purpose of inter- ments, be subject to the rules prescribed by the company, or association, and be exempt from taxation, execution, attach- _ ment, or any other claim, lien, or process whatever, if used G. C. § 10104 OHIO PRIVATE CORPORATIONS. 2054 exclusively for burial purposes, and in no wise with a view to profit. (R. S. See. 3575; February 24, 1848, 46 v. 97, § 6; S. & C. 227.) A lot in a municipal cemetery may be sold by its owner, and the conveyance need not be executed with the formalities of a deed. But the purchaser acquires no right to remove bodies already buried in the lot. Fraser v. Lee, 8 Ohio App. 235 (1917). Section 10102. (May sell land to be used as site for public monument.) Any cemetery association organized under the laws of this state may sell and convey by deed in fee simple to a corporation organized not for profit under the laws of this state for the purpose of erecting and maintaining a public monument or memorial to any distinguished deceased per- son, such portion of the real estate of the association as is selected and agreed upon between it and such corporation, which is not used by the association, and has not been dis- posed of by it for burial purposes; the sale to be at a price, — payable in the manner, and on terms agreed upon between — the association and such corporation. The land so sold and conveyed shall thereafter be exclusively owned, held and — controlled by the corporation purchasing it for the interment — of such a deceased person, and for the erection and mainte- nance thereon of such monument or memorial, and for no ~ other purpose. (R. S. See. 3575a; April 1, 1904, 97 v. 66.) — Section 10103. (Plat of grounds; powers.) Every such company or association shall cause a plat of its grounds and of _ the lots by it laid out, to be made and recorded, or filed in the recorder’s office of the county in which situated; the lots to be numbered by regular consecutive numbers. It may in- © close, improve and adorn the grounds and avenues, erect — buildings for its use, prescribe rules for inclosing and adorn- — ing lots, and for erecting monuments in the cemetery, and — prohibit any use, division, improvement, or adornment of a | lot which it deems improper. An annual exhibit shall be — made of the affairs of the company or association. (R. Saag Sec. 3576; March 8, 1888, 85 v. 76; R. S. 1880; February 24, — 1848, 46 v. 97, §7; 8. & C. 227.) F Section 10103 does not authorize the trustees of a cemetery asso ‘7 ciation to prohibit the placing of markers on the graves of deceased soldiers as expressly authorized by G. C. § 2958. Rep. Atty. Gen. — 1913, p. 1428. Section 10104. (County commissioners may purchase road a to cemetery.) On petition for that purpose by a turnpike — road company, the commissioners of the several counties may — — 2055 CEMETERY ASSOCIATIONS. G. C. § 10106 purchase so much of a turnpike road as lies between any city or village and cemetery or public burying ground, and make it a free road to such cemetery or burying-ground, the cost thereof to be paid out of the county bridge fund. So much of the road as is so purchased shall be kept in re- pair by the commissioners, and the cost of such repairs be paid for from the county general fund. (R. S. See. 3577; March 17, 1877, 74 v. 40, § 1.) Section 10105. (HExemptions.) Lands appropriated and set apart as burial grounds, either for public or private use, and so recorded or filed in the recorder’s office of the county where they are situated, or any burial ground that has been used as such for fifteen years, shall not be subject to sale on execution on a judgment, to taxation, to dower, nor to compulsory partition. But land so appropriated and set apart as a private burial ground shall not be so exempt if it ex- ceeds in value the sum of fifty dollars. (R. S. Sec. 3578; March 8, 1888, 85 v. 76; R. S. 1880; 33 v. 11, §11, (§1); 8. & C. 227.) Only the property specified in the statute is exempt from execu- tion. Execution may be levied on other property on an association. Canton Assn. v. Slayman, 99 O. S. 28 (1918). Land acquired by a cemetery association, not used for profit, but not laid out and allotted or prepared for use as a burial ground is not exempt from taxation. Rep. Atty. Gen. 1914, p. 1435. A building used as a residence for the cemetery superintendent, erected by the superintendent on land set apart and used for burial purposes, is exempt from taxation. Rep. Atty. Gen. 1914, p. 1435, The exemption from taxation does not include exemption from as- sessment for local improvements. Lima v. Cemetery Ass’n, 42 O. 8. 128 (1884). While the lands, so far as exempted, can not be sold, an assessment may be enforced by such remedies as the statutes and courts of equity afford. Lima v. Cemetery Ass’n, 42 O. S. 128 (1884). Gilmour vy. Felton, 2 W. L. B. 158 (1877). ; Under a former special statute (R. S. § 3581), providing for exemp- tion for taxation, it was held that the mere purchase of additional ground on which some work had been done in preparing it for burial purposes, but which had not been platted, and in which no interments had been made, did not exempt it from tax. German Cemetery v. Brooks, 8 C. C. 439; 4 C. D. 478 (1894). Section 10106. (Land shall not be mortgaged or sold on execution.) Lands sold and conveyed under the provisions of section ten thousand one hundred and two, so long as they are held and used for the purposes designated therein, shall not be mortgaged, nor be subject to sale for debt on execution or otherwise. (R. S. Sec, 3578a; April 1, 1904, 97 v. 67, § 2.) G. C. § 10109 OHIO PRIVATE CORPORATIONS. 2056 Section 10107. (May act as soldiers’ monumental associa- tion.) Such a company or association may act either as a soldiers’ monumental or as a cemetery association, and, as it elects take charge of the management of cemetery grounds, or monuments especially erected in honor of soldiers or sea- men who have died in the service of the state, or of the United States, or both. Monuments, and the surroundings thereof, erected in honor of deceased soldiers or seamen, shall ~~ be protected by and under the penalties prescribed in the statutes for the protection of cemeteries and burial-grounds. — (R. S. See. 3579; March 16, 1865, 62 v. 44, §1; 8. & C. 68.) Section 10108. (Officers may appoint policemen.) The trustees, directors, or other officers of a cemetery company or association, whether incorporated or unincorporated, and township trustees having charge of township cemeteries, may appoint as*many day and night watchmen of their grounds as they deem expedient.. Such watchmen, and all superin- tendents, gardeners and agents of such company or assocla- tion or of the township trustees, stationed on the grounds, may take and subscribe, before any mayor or justice of the peace in the township where the grounds are situated, an oath of office similar to the oath required by law of con- stables. Upon taking such oath, such watchmen, superin- tendents, gardeners, or agents shall have and may exercise all the powers of police officers within and adjacent to the cemetery grounds. (R. S. See. 3580; April 12, 1889, 86 v. 254; Rev. Stat. 1880; April 6, 1869, 66 v. 48, §2; 58. &S. 69.) Section 10109. (How receipts and income applied.) The receipts and income ‘of such a company or association, wheth- — er derived from the sale of lots, from donations, or otherwise, shall be applied to the payment for such lands, to the laying out, preservation, protection and establishment of the ceme- tery, the avenues within it, to the erection of necessary build- — ings, and to the general purposes of such company or asso- ciation. No debts shall be contracted in anticipation of fu. ~ ture receipts, except for the original purchase of the land, and laying out, inclosing, and embellishing the grounds, and avenues therein. No part of the proceeds of land sold, or of @ the funds of such a company or association, shall ever be ¥ divided among its stockholders or lot-owners. All its funds | must be used exclusively for the purposes of the company or — association, as above herein specified, or invested in a fund the income of which shall be so used and appropriated. (R. S. See. 3582; April 6, 1870, 67 v. 35, § 2.) : 2057 | CEMETERY ASSOCIATIONS. G.C. § 10114 Section 10110. (May accept and execute certain trusts.) Every cemetery company or association may take, hold, pos- sess, use, enjoy, and occupy such property of any kind as legally is given, granted, or devised to it, for the purpose of building or repairing fences, graves, vaults, monuments, walks, cemetery lots, drives, or avenues in its cemetery, or for the purpose of building or repairing therein any particu- lar fence, cemetery lot, grave, vault, monument, walk, drive, or avenue, and appropriate such property, or the proceeds thereof, to any of the foregoing purposes according to, the terms of the trust for which it was given, granted, or de- vised. (R. S. Sec. 3583; April 11, 1876, 73 v. 210, § 1.) Section 10111. (May hold land in a village.) Any asso- ciation of persons who have been and are acting as a cemetery association, and have purchased and improved land for ceme- tery purposes, paid for by subscriptions of lot-holders and the sale of lots, and who are acting through a board of trustees chosen by members of the association, when the lands thus occupied have been brought or held within the corpor- ate limits of a village subsequently to the time of their pur- chase and improvement, may become incorporated for ceme- tery purposes, as though the lands held by the association were outside of such corporate limits. ‘(R. S. Sec. 3584; May 4, 1878; ‘75 ‘v.°182)°§ 1.) Section 10112. (Powers of certain corporations.) Any association organized under the preceding section, as the suc- cessor of the original association, through and by its con- currence, may take possession of, hold, and use for cemetery purposes, all the property belonging to and held by the origi- nal association for such purposes. (R. S. Sec. 3585; May 7, 1878, 75 v. 182, § 2.) Section 10113. (Rights of lot-owners assured.) All rights of lot-owners in the cemetery grounds of the original asso- ciation are reserved and assured to them, and made valid, without reference to the form of conveyance issued to them by the trustees of original association. (R. S. Sec. 3586: May 7,,1878, 75 v. 182,:§ 8.) Section 10114. (Rights and powers of crematory asso- Ciations.) Any company or association incorporated for the erection and maintenance of a crematory or other place or building for cremating the dead, may exercise all the rights and powers conferred by this chapter, subject to its condi- G. C. § 10116 OHIO PRIVATE CORPORATIONS. 2058 tions. But no building shall be erected for such a purpose within two hundred yards of a dwelling-house, unless its owner gives his consent. It also shall be unlawful for any person, persons, company, association or firm to establish a morgue on a street or part thereof upon which are dwelling- houses, unless the owner or occupants thereof within two hundred yards of the proposed morgue give their written consent thereto. These provisions shall not apply to a crema- tory already built, or morgue already established. (R. S. See. 3586a; April 3, 1900, 94 v. 95; April 11, 1893, 90 v. 161.) In the interpretation of G. C. § 10114, the word morgue, being with- out definition in the statute itself, must be given its usual and commonly accepted meaning which is, a place or dead-house, where the bodies of persons found dead are exposed for identification so that they may be claimed by their friends. And the Legislature in the enactment of the section must be held to have used and employed the word in that sense, and as descriptive of such a place. This section does not prohibit the location of an undertaking estab- lishment on a residence street, nor make it unlawful to receive, care for and keep temporarily in an undertaking establishment thus located, in a private room thereof and unexposed to public view, the bodies of known — and identified dead which are from time to time taken to such under- taking establishment at the instance and request of relatives or friends of the deceased that funeral services over the bodies may be held and conducted at that place. Koebler v. Pennewell, 75 O. S. 278 (1906). Section 10115. (Sale of certain associations; proceeds.) The trustees of a cemetery association, whose cemetery is within the limits of a city or village, interments in which have been prohibited by ordinance thereof, or whose ceme- tery is abandoned as a place for the burial of the dead, or which association is involved in debt it is unable to pay, may apply by petition to the common pleas court of the county wherein such cemetery is located, for the sale of the whole or a portion of its grounds, and the court may order the whole or a portion thereof to be sold. The money de- rived from such sale, under direction of the court, shall be applied to the costs and expenses of the removal and reinter- ment of the remains of the dead therein, and to the payment of any debts of such association. Any surplus must be in- vested upon interest, and the income therefrom applied to keeping in repair the unsold portion thereof, or if the entire premises be sold, the surplus shall be divided pro rata among the lot-owners. The court shall grant such time for the removal of the dead, after the confirmation of such sale, as it deems necessary. (R. S. § 3586-1; February 1, 1888, 85 v. 7, §1; April 29, 1885, 82 v. 164.) . Section 10116. (Notice of application; order of sale.) * 2059 CEMETERY ASSOCIATIONS. G.C. §10119-1 Notice of the filing of such application shall be given by publication in some newspaper of general circulation in the county where it is filed, for four consecutive weeks, setting forth the object and prayer thereof, and that any person claiming an interest in the subject matter of such petition may appear and file an answer therein. On final hearing of the case, the court shall make such order or decree as will best secure the rights of the persons having an interest in such cemetery. (R. S. Sec. 3586-2; April 29, 1885, 82 v. 164, § 2). Section 10117. (May create sinking fund.) A cemetery - association which has been organized under a general or special law may create a sinking fund, out of surplus money on hand, or which has been given to it by will, deed or other- wise. (R. S. Sec. 3586-3; April 3, 1883, 80 v. 91.) Section 10118. (How such funds invested.) A cemetery association so organized may invest money appropriated to such sinking fund in bonds of the United States, state of Ohio, or of a city therein, or loan it upon first mortgage of real estate in this state worth double the loan, or upon col- lateral of any of the above securities of equal face value with the loan. But it shall not be lawful to loan such money to a member of the cemetery board. (R. S. See. 3586-4; April 3, 1883, 80 v. 91, § 2.) Section 10119. (How expended.) All moneys thus appro- priated to a sinking fund, and interest derived thereon shall - be held exclusively for the enlargement of cemetery erounds, their improvements, repair or adornment, or for constructing or keeping in repair buildings, monuments or other structures deemed necessary or appropriate for cemetery grounds, and not be appropriated or used for any other pur- pose. (R. 8. Sec. 3586-5; April 3, 1883, 80 v. 91, § 3.) Section 10119-1. (Providing for transfer of lands and im- provements from one association to another.) When in the judgment of the trustees of any association of persons who have been and are acting as a cemetery association and have purchased and improved land for cemetery purposes, the wel- fare of all concerned in the lands so purchased and improved would be subserved by transferring such lands and mprove- ments and other assets of such association to another associa- tion incorporated under the laws of Ohio for cemetery pur- poses, said trustees shall call a meeting of the members of the association of which they are the trustees by eiving notice of G.C. § 10119-1 OHIO PRIVATE CORPORATIONS. 2060 such meeting for two consecutive weeks in a newspaper of — general circulation in the county in which said cemetery is — located, specifying the place, time and object of such meet- ing; and a majority of the members of such association shall constitute a quorum for the transaction of business, and if by a majority vote of the members of such association the trustees be authorized to convey and transfer the lands and © improvements and other assets aforesaid to another cor- poration duly organized as aforesaid for cemetery purposes and lawfully electing to accept such transfer said trustees may and are hereby empowered to execute a deed of con- veyance and transfer of said lands, improvements and other assets to said other corporation. q It shall thereupon be incumbent upon the corporation to which said conveyance and transfer is made to carry out the objects and. purposes for which said original association was formed and to apply any moneys received by it from said — original association in laying out, preserving, protecting and embellishing said cemetery. All rights of lot owners in the cemetery ground of the original association are reserved and assured to them and — made valid without reference to the form of conveyance issued by the original association. (May 9, 1913, 103 v. 847, § 1.) 2061 § 10128. § 10129. § 10130. § 10131. § 10132. § 101338. § 10134. § 10135. § 10136. § 10137. § 10138. § 10139. § 10140. § 10141. § 10142. § 10143. § 10144. § 10145. § 10146. § 10147. HYDRAULIC COMPANIES. G. CG. § 10120 PART XXIII. MISCELLANEOUS PROVISIONS RELATING TO CERTAIN CORPORATIONS. Hydraulic. § 10149. May enter upon land for survey. § 10150. May appropriate land. May borrow money and secure loan. Consolidation. Notice of meeting for such purpose. Proceedings at meeting. § 10151. When water may . be § 10152. drawn from canals. What provisions applica- § 10158. ble. § 10154. Construction of dams, pipe lines, etc. § 10155. How right acquired. Right to appropriate pub- § 10156. lic way, how acquired. Reservoirs in certain places prohibited. Common carrier. § 10157. May hold certain prop- § 10158. erty. Further powers of such § 10159. companies. Mining and Manufacturing. § 10160. Manufacturing companies § 10160-1. shall keep certain ac- counts. } May extend their opera- § 10161. tions. Powers of mining and — § 10162. manufacturing corpora- tions. May subscribe for stock in transportation com- panies. § 10163. Such companies may con- § 10164. solidate.’ Certain conveyances must § 10165. be made. May build a railroad. § 10166. Mining companies may acquire additional pow- ers. Company to manufacture iron may make steel. § 10167. Commercial. ‘ Officers of commercial or- 10168 ganizations. § 10169 May appoint committees of arbitration. Mav require bonds from officers. § 10170. May appoint inspectors. Inspectors may appoint § 10171. § 10148. deputies. Other like associations may have. benefit of these provisions. Purchase or lease of grounds and erection of buildings; authority to sell and convey. Market-House. Market-house companies. Powers OL,,. such cols panies. Discrimination prohibited. What company shall pro- hibit. May keep streets unob- structed. May construct sewers. Sewerage. Sewerage companies. Grants and privileges prohibited. When municipality must purchase property of the company. Municipality may contract with company. Owners outside munici- palities permitted to use sewers. Company may prescribe rates. Powers of municipalities not limited. Public Avenue. Avenue companies. When company may take tolls. When consent of authori- ties necessary. Authorities may surren- der roads to company. Navigation. Companies for improve- ment of navigable streams. | Transportation companies. Wrecking companies. Common Carrier. Common carrier com- panies. Any company may sub- scribe to its stock. G. GC. § 10119-1 OHIO PRIVATE CORPORATIONS. Elevator. § 10172. Elevator companies. § 10173. Railroad company may take stock in such com- pany. Fishery. § 10174. Fishery companies. § 10175. Exceptions to preceding : section. Firemen’s Relief. § 10176. Firemen’s relief associa- tions. § 10177. Certain powers of such ‘ associations. § 10178. Power to acquire and dis- pose of property. Farm Laborers. §10179. Farm laborers’ associa- tions. § 10180. What investment it may make. § 10181. Must, report to attorney- general. § 10182. Consolidation of two as- : sociations. § 10183. Attorney-general to report annually. § 10184. May maintain libraries, ete, Cooperative Trade. § 10185. Cooperative trade associ- tions. § 10186. Distribution of purchases. Cooperative Ag cultural - Associations. § 10186-1. Definition of terms. § 10186-2. Number required for in- corporation. § 10186-3. Business in which asso- ciation may engage. § 10186-4. Powers of such associa- tions. § 10186-5. Membership. limited. § 10186-6. What articles of associa- tion shall state. §1 DL Bn a ARON SHBSNY of articles. 8 10186- 8.Adoption, of by-laws. WiRA by-laws may con- ain § 10186-9. Annual and ‘special meet- ings; notice. § 10186-10. Board of directors; sal- aries; vacancy. § 10186-11. Officers. ». § 10186-12. Official bonds. § 10186-1383. Certificate of, member- ship:sstock.; debts; ‘amount of. stock each -member may hold;« divi- dends; vote; preferred stock may be sold; pur- chase its own stock. § 10186-14. Removal of officers; pe- : . tition; notice;. election of directors by districts. § 10186-15. Appeals from . directors, § 10186-16. Contracts, , *§ 10188. 2062 — § 10186-17. Damages. § 10186-18. May exchange preferred stock as purchase price. § 10186-19. Annual reports. § 10186-20. Exemptions. § 10186-21. Who may use word “co- operative.”’ § 10186-22. May own other corpora- tions. § 10186-23. Cooperation contracts. § 10186-24. Corporations organized under laws of other States. § 10186-25. Association organized under prior laws; con- tracts validated, § 10186-26. Not in trade.” § 10186-27. “restraint of Separate sections. 10186-28. General corporation laws 7 § apply hereto. § 10186-29. Annual fees. § 10186-30. Incorporation and amend- ment fees. Park and Memorial. § 10187. Associations may pur- chase battlefield or me- __morial sites. When may condemn prop- erty. Charity. § 10189. § 10190. Homes for aged and indi- gent women. ; Contract for care and maintenance of indigent, aged or infirm deaf and dumb. State board of charities may order rempval of such persons to home: ~ ‘Companies for protecting ~ preserving dead bod- es. § 10191. § 10192. Entertainment. § 10193. § 10194. § 10195, § 10196. Powers of museum, park and rink companies. May provide for reversion of stock, ete. Penalties for™ “upon property. Certain companies may ' purchase or own stock in other companies. ‘Liable in corporate capac- ity same as individuals. When and how directors elected. Acquisition toric monuments sites. trespasses § 10197. § 10198. § 10198-1. of prehis- and Crime. f Township society for de- tion and arrest of ~horse- . thieves and ey geet Lc § 10199. id 2063 HYDRAULIC COMPANIES. G. C. § 10123 § 10200. Corporations for the ap- Other Companies. prehension and _ convic- tion of criminals. § 10201. BHlection of officers; by- 0207. Dock companies. §1 laws. § 10208. Ferry companies. § 10202. Deputies. : 10209. Fruit companies. § 10203. May arrest without a war- 10210. Certain corporation’ may rant. purchase or lease real § 10204. Mav obtain a warrant. estate. § 10205. Assessments. § 10211. Stock-yard companies. § 10206. Reimbursement of ex- § 10212. Consolidation of public penses by county. service companies. HYDRAULIC. Section 10120. (May enter upon land for survey.) A company incorporated under the laws of this state for hydraulic or manufacturing purposes, to which the board of public works, for a stipulated revenue, leases and grants the right to use the surplus water of a public canal to propel its machinery, may enter upon land or across which it desires to build, excavate, or construct its hydraulic canal, race-ways, or water-channel, for conveying and discharging such surplus water to and from the point at which such company desires to employ it, and survey the route thereof: (R. S. Sec. 3562; April 5, 1866, 63 v. 147, §1; S. & 8S. 172.) Section 10121. (May appropriate land.) Such company may appropriate so much land as it deems necessary for its eanal, race-way, or water-channel, with the necessary cul- verts, waste-weirs, aqueducts, water-gates, abutments, and fixtures, and a right of way over adjacent lands sufficient to enable it to construct and repair these, if the probate court, in the proceedings instituted for that purpose, finds that the erection and operation of its proposed works will be subservi- ent to the public welfare. (R. S. Sec. 3563; April 5, 1866, 63 v. 147, §§ 2, 3,4; S. & S. 172, 173.) Section 10122. (May borrow money and secure loan.) For the purpose -of repairing, completing, or extending its ‘work, a hydraulic company may borrow money to an amount not exceeding one-half of its capital stock actually paid in, ‘and secure the payment thereof by the issue of bonds or notes, bearing interest not to exceed a legal rate, and secured by mortgage on its real estate, or part thereof. Such bonds ‘or notes shall not be issued without the assent in writing of the holders of a majority of the stock in the company. (R. S. See. 3565; April 25, 1873, 70 v. 160, § 1.) Section 10123. (Consolidation.). A hydraulic company organized under the laws of this state, may consolidate with G. C. § 10125 OHIO PRIVATE CORPORATIONS. 2064 | any other hydraulic company in this or an adjoining state, — when the works of such companies are connected or pro- — posed to be connected, which consolidation shall be by an © agreement of the corporations, duly ratified by a vote of the holders of two-thirds of the stock of each company. When so consolidated the companies shall constitute one company, — and take such name as the agreement designates. If both are organized under the laws of this state, the consolidated com- — pany shall possess all the rights, privileges, and franchises of each of the corporations parties in the agreement. If one is organized under the laws of another state, the consolidated — company shall possess all the rights, privileges, and fran- chises of the company organized under the laws of this state, and in either case possess and hold all the property and — rights of action, subject to all liens upon the respective pro- perty of each company. All debts, liabilities, and duties of — either of the companies thenceforth will attach to the new company, and may be enforced against it. (R. S. See. 3566; — April 27, 1872, 69 v. 177, § 1.) | Section 10124. (Notice of meeting for such purpose.) — The notice of a meeting to take into consideration the agree- ment to consolidate, must be given to the stockholders of — such companies, by their respective secretaries, by publica- — tion in a newspaper printed and published in the county — where such corporation is located, thirty days previous to such meeting, stating the object of the meeting. A printed — copy of the,notice shall be sent by the secretary of each company, by mail, to any stockholder whose residence 1s out of the county. The publication and sending of the notice must be certified by the secretaries on their respective record books. (R. S. Sec. 3567; April 27, 1872, 69 v. 177, § 2.) Section 10125. (Proceedings at meeting.) At the meet- — ing so called the stockholders shall take into consideration the agreement to consolidate, and after its adoption appoint — the time and place for the election of directors and other — officers of the new corporation, a certified copy of which, and — of the proceedings and vote on the consolidation, must be ~ certified by the officers of such meeting, under their seals, be — acknowledged by them before an officer authorized to take ~ acknowledgements of deeds, and forthwith be filed in the i office of the secretary of state. A copy of the agreement and act of consolidation so filed and duly certified by the secre- — tary of state, shall be evidence of the existence of such con- — solidated company. (R. S. See. 3568; April 27, 1872, 69 Vv. © 177, § 3.) - 2065 HYDRAULIC COMPANIES. G. C. § 10128 Section 10126. (When water may be drawn from canals.) All canal companies and persons having oversight of a canal are prohibited from drawing off the water from such canal for the purpose of cleaning it out, or making the general annual repairs thereof, and from allowing the water to remain out of it between the thirtieth day of June and the thirtieth day of September in any year. If such a company or person violates this section, it or he shall forfeit and pay to the state not less than five hundred nor more than three thousand dollars, to be recovered in a eivil action, before any court having jurisdiction thereof. (R.S. See. 3569; Jan- mary 31, 1845, 43 v. 17, §1; 8S. & C. 225.) Section 10127. (What provisions applicable.) The pro- visions of law for the foreclosure of a mortgage of a turn- pike or plankroad, and the sale thereof upon such mortgage, or execution, shall apply to the foreclosure of a mortgage of the canal of any company, and to the sale thereof on such proceedings or on execution. (R. S. See. 3570; April 16, 1351.04 V. 179, §§ 1;'2:'8.- & °C. 339.) Section 10128. (Construction of dams, pipe lines, etc.) Any company or companies organized for the purpose of erecting or building dams across rivers or streams in this state to raise and maintain a head of water, or for constructing and maintaining canals, locks, and race-ways to regulate and carry such head of water to any plant or power house where electricity is to be generated, or for erecting and maintaining a line or lines of poles whereon to attach or string wires or eables to carry and transmit electricity, or for transporting natural gas, petroleum, water or electricity, through tubing, pipes or conduits, or by means of wires, cables or conduits, or for storing, transporting or transmitting water, natural gas or petroleum, or for generating and transmitting electricity, may enter upon any private land for the purpose of examining or surveying a line or lines for its tubing, pipes, conduits, poles and wires, or for a reservoir, dams, canals, race-ways, plant or power house, and for ascertaining the number of acres overflowed by reason of the construction of such dam or dams, and may appropriate so much thereof as is deemed necessary for the laying down or building of such tubing, conduits, pipes, dams, poles, wires, reservoir, plant and power house, as well as the land overflowed, and for the erection of tanks and reservoirs for the storage of water for transportation and the erection of stations along such line or lines, and the erection of such building as may be necessary for the purpose aforesaid. (R. S. Sec. 3878; G. C. § 10129 OHIO PRIVATE CORPORATIONS. 2066 April 23, 1904, 97 v. 300; April 16, 1900, 94 v. 382; March 24, 1888, 85 v. 114, 115; R. 8. 1880; March 30, 1875, 72 v. 151, § § 1, 2; April 29, 1872, 69 v. 194, § 4.) An oil and gas company is not authorized to operate a pipe line ex- cept for the transportation of its own product. Rep. Atty. Gen. 1908-1909, pp. 79, 69. Rep. Atty. Gen. 1909-1910, p. 148. Sections 10128 et seq. were originally enacted for pipe line com- panies organized for transportation purposes only. But they may apply also to public utility companies transporting gas to their patrons. Columbus v. Gas Co. 13:N. P. n. s. 394, 396, 397 (1910); s. c., 88 O. S. 547. By its incorporation, making and adopting plans and surveys, passing certain resolutions, determining to proceed with the con- struction of dams and reservoirs, adopting descriptions and develop- ment programs, and commencing judicial proceedings to acquire rights in a stream, a hydro-electric power company does not acquire such priority in the stream as will prevent a municipality, from thereafter appropriating the water thereof for a water supply under G. C. § 3677. Sears v. Akron, 246 U. 8S. 242 (1918); 16 O. L. R. 96. Incorporation of a hydro-electric company under §§10128 and 10134, and a resolution by its directors for the appropriation of cer- tain lands, does not give the corporation rights in the streams de- scribed in such resolution to the exclusion of all others. Cuyahoga River Power Co. v. Traction Co., 252 U. 8. 389 (1920). Jurisdiction of federal. courts in suit to enjoin a municipality from taking property of a hydro-electric power company, without compensation, for a municipal water supply, see Power Co. v. Akron, 240 U. S. 461 (1916); reversing, 210 Fed. 524. Section 10129. (How right acquired.) Such appro- priation shall be made in accordance with the law providing for compensation to the owners of private property appro- priated to the use of corporations. So far as the rights of the public therein are concerned, the county commissioners as to county and state roads, the township trustees as to township roads, and the councils of municipal corporations as to streets and alleys in their respective jurisdictions, sub- ject to such regulation and restrictions as they preseribe, may grant to such companies, the right to lay such tubing, pipes, conduits, poles and wires therein. But the right to appropriate for any of the purposes above specified, shall not include or extend to the erection of any tank, station, — reservoir, or building, or lands therefor, or to more than one continuous pipe, conduit or tubing or land therefor, in or through a municipal corporation, unless the council first con- gents thereto. (R. S.. Sec. 8878; April 28, 1904, 97 v. 300; April 16, 1900, 94 v. 382; March 24, 1888; 85 v. 114, 115; R. 8. 1880; March 30, 1875, 72 v.. 151, §§1, 2; April 29, 1872, 69 v. 194, § 4.) by Prior to the constitutional amendments of 1912 sections 3714 and 2067 HYDRAULIC COMPANIES. G. C. § 10132 10129 authorized a municipality to make a contract with a gas com- pany or other public utility to use its streets in consideration of the payment of a lump sum or a percentage of its gross receipts. Gas Co. v. Columbus, 96 O. S. 530 (1917). This section does not extend the right of eminent domain to more than one line. Columbus v. Gas Co., 13 N. P. n. s. 394, 397 (1910): s. £.. 88:0. 8...547; Section 10130, (Right to appropriate public way, how ac- quired.) Nothing in the two preceding sections shall be con- strued to confer power to appropriate any portion of any street, alley, highway or other public way or land, or to con- fer any right in any street, alley, highway or other public way or land situated within any municipality, without its consent. (R. 8. Sec. 3878; April 23, 1904, 97 v. 300; April 16, 1900, 94 v. 382; March 24, 1888, 85 v. 114, 115; R.S. 1880; March 30, 1875, 72 v. 151, §§1, 2; April 29, 1872, 69 v. 194, § 4.) Section 10131. (Reservoirs in certain places prohibited.) No reservoirs for the storage or transportation of water shall be constructed within the corporate limits of any municipal corporation or any public park, and all excavations, except reservoirs for storage and transportation of water, shall be well filled by Such company, and so kept by it. (R.S. Sec. 3878; April 23, 1904, 97 v. 300; April 16, 1900, 94 v. 382; March 24, 1888, 85 v. 114, 115; R. S. 1880; March 30, 1879, 72 v. 151, §§ 1, 2; April 29, 1872, 69 v. 194, § 4.) Section 10132. (Common carrier. Authority to grant by lease to companies certain rights and privileges.) Such com- pany or companies, for the purpose of transporting natural gas, oils, water and electricity shall be common carriers and shall be subject to all the duties and liabilities of such carriers under the laws of this state; and the superintendent of pub- lie works is hereby authorized upon the approval of the governor and attorney general indorsed thereon in writing, to enter into leases or agreements with such company or companies for a period of twenty-five years and upon such terms as he may deem for the best interests of the state, granting to such companies the right to flow, transport and convey water from the dams or reservoirs, built by such company or companies under the authority granted in section 10128 of the General Code, through, over and upon any of the lands of the state or channels or beds of any of its reservoirs, lakes, canals, races, acqueducts or water courses; but no rights or privileges granted by any such leases or agreements shall in any wise interfere with the navigation G. C. § 10134 OHIO PRIVATE CORPORATIONS. 2068 of the canals of the state, nor the control and maintenance of the state reservoirs as public parks or pleasure resorts, — nor the sale of water by the state nor shall the state be held — to incur any liability on its part under such leases or agree- ments to continue to maintain such canals, races, channels — or water courses, or to continue the use thereof, and all — such leases shall contain a clause giving the superintendent — of public works such control over all waste-gates and wickets, controlling the flow of water into state reservoirs or canals, as may be necessary to maintain the proper level of the — state’s reservoirs and canals, and to prevent the flowing into such reservoirs and canals of such quantities of water as — might damage or impair any property of the state or of its lessees. (107 v. 428; R. S. See. 3878; April 23, 1904, 97 v. — 300; April 16, 1900, 94 v, 382; March 24, 1888, 85 v. 114, 7 115; R. 8. 1880; March 30, 72 v. 151, §§1, 2; April 29, 1872, 69 v. 194, § 4.) : The provision of the federal interstate commerce act, making pipe — lines common earriers was held constitutional. Pipe Line Cases, 234 ~ U. S. 548 (1914). ; A pipe line is a private enterprise, although the public has an © interest. A right of way over private property for a pipe line is not a public easement, such as a highway. Kunkle v. Beck, 1 Ohio App. 70; 18 C. C. n. s. 565 (1918). Section 10133. (May hold certain property.) Such a com-— pany may take, by purchase or otherwise, and hold, such — real and personal estate, and erect or purchase the necessary buildings and machinery for carrying on the business, in- — cluding all the necessary equipments and appendages of the business, such as tubing, pumps, tanks, telegraph apparatus, ~ and engines, as may be necessary to transport oils and watery through tubes and pipes. (R. S. See. 3879; April 29, 1868, 65 v. 109, § 2.) Section 10134. (Further powers of such companies.) — Such a company may transport, store, insure and ship nat-— ural gas, petroleum or water, and transport and store water, © for the purpose of furnishing it to engineers employed in developing for, or in the production and transportation of pe- | troleum, and for that purpose it may lay down, construct . and maintain the necessary pipes, tubing, tanks, machinery ~ and arrangements. (R. S. See. 3880; March 24, 1880, 85 v.77 114, 115; R. S. 1880; March 30, 1875, 72 v. 151, §2; April | 16, 1900, 94 v. 382.) 4 2069 MINING AND MANUFACTURING COS. G. C. § 10137 MINING AND MANUFACTURING. Section 10135. (Manufacturing companies shall keep cer- tain accounts.) At some place within one of the counties in which its business is carried on, every manufacturing com- pany shall establish and keep a principal office, at which shall be kept accurate accounts exhibiting its financial condition, its capital stock or shares, all its property of every descrip- tion, and credits, subject to taxation. Such accounts shall at all times be subject to the inspection of any assessor law- fully authorized to assess such property and credits. Notice of the place where such office is established, and of any change thereof, shall be published in some newspaper of general circulation in such county. The principal accounting officer of the company shall be a resident of this state. (R. S. See. 3855; March 30, 1857, 54 v. 72, § 82.) The “principal office” required by this section and “the principal place of conducting the business of the corporation” under § 11938 are the same. The legislative intent was to fix the situs of all such manufacturing com- panies, and the place where their personal property was returnable for taxation, and where they might be sued. Mercantile Trust Co. v. Etna Iron Works, 4 C. C. 579, 588; 2 C. D. 718 (1890). This section does not require a certificate of change of principal office to be filed with the secretary of state. 3 Opins. Atty. Gen. 280 (1884). Section 10136. (May extend their operations.) A com- company incorporated for manufacturing purposes, upon a vote of the holders of a majority of its stock, may extend its manufacturing operations to articles in the same line of busi- ness, not authorized by the terms of the original articles of incorporation. After making a certificate of the’ vote, specifying therein how far the manufacturing operations are to be extended, verified by the oath of its president, and filing it in the office of the secretary of state, the company may manufacture and sell such articles as are named or otherwise provided for in the certificate. (R. S. Sec. 3856; April 19, 1861, 58 v. 58, § 1.) A manufacturing company which, as an incident to its business, furnishes electric current to consumers for light, heat or power pur- poses is a public utility. Rep. Atty. Gen. 1913, p. 545. Section 10137. (Powers of mining and manufacturing corporations.) Any company incorporated under the laws of this state, for the purpose of mining or boring for petroleum or rock oil, or coal oil, salt or other vegetable, medicinal or G. C. § 10137. OHIO PRIVATE CORPORATIONS. 2070 mineral fluid, in the earth, or for refining or purifying them, — quarrying stone, marble, or slate, mining coal, iron, copper, — lead or other minerals, or manufacturing them, or engaged in the manufacturing of articles composed in the whole of — iron or part of iron and wood, or for manufacturing cotton — or woolen fabrics in whole or in part, or both, and carrying on business connected with the main objects of such cor- poration may, in its corporate name, carry on its business, or so much thereof as is convenient, in any county in this state, or beyond the limits of this state, and there hold any — real or personal estate necessary or convenient for conduct-— ing it. (R. S. See. 3862; March 26, 1883, 80 v. 76; R. Say 1880; April 13, 1874, 71 v. 69, §1; April 13, 1865, 62 va 148, § 1.) “i ) Except as authorized by this and the following sections the “single purpose” rule controls. (See note to § 8623.) uJ Rep. Atty. Gen. 1910-1911, p. 229. "q Rep. Atty. Gen. 1911-1912, p. 64. It is said that this section does not authorize refining companies to- engage in manufacturing articles composed in part of wood and in part 3 of some metal other than iron. . Rep. Atty. Gen. 1910-1911, p. 229. ; The power to acquire and deal in timber lands can not be included © in articles of incorporation as incidental to the main purpose of mining ~ oil, gas and coal. Rep. Atty. Gen. 1909-1910, p. 147. 3 This section does not authorize the joinder, in articles of incorpora-— tion, of the purposes of mining with the purposes of manufacturing and dealing in artificial ice, or of dealing in hay, grain, flour and feed. Rep. Atty. Gen. 1909-1910, p. 103. q The several corporate purposes authorized by this section and § 10139 | can not be joined with power to deal in the articles manufactured as_ “agent,-factor and broker.” Rep. Atty. Gen. 1909-1910, p. 121. : A corporation may sell products mined and manufactured by itself, and may supply its customers with such products, regardless of whether — they are of its own production and manufacture, but such business must — be limited to that necessarily and properly incidental to the principal — business of the corporation. . Rep. Atty. Gen. 1908-1909, p. 121. a A manufacturing company may, as an incident to its business, purchase and sell patent rights. But a corporation formed for the ~ purpose of developing certain inventions may not include in its” articles the purpose of manufacturing and selling the articles tO — which the patent processes are applicable. Rep. Atty. Gen. 1911-1912, — ee ae 4 ; The dealing in refineries or gas works, apart from those used by the corporation in its business, is unauthorized. Rep. Atty. Gen 1909-1910, p. 147. _ The power to own and operate pipe lines can not be joined with — power to mine and manufacture oil, gas and coal. An oil and gas © company can only operate a pipe line for the transportation of its own product. Rep. Atty. Gen. 1909-1910, p. 148; Rep. Atty. Gen. 1908°— 1909, p. .79. (2071 | MINING AND MANUFACTURING COS. G. C. § 10140 A mining company can not be authorized to deal generally in real estate. Rep. Atty. Gen. 1908-1909, p. 77. After the incorporators have stated the corporate purpose in the articles of incorporation, the powers of the company are fixed by general laws. Humboldt Min. Co. v. American, ete., Co., 62 Fed. 356; 9 O. F. D. 153 (C. C. A. 1894). Section 10138. (May subscrike for stock in transpor- tation companies.) The directors of such company may authorize its president, or other proper officer, to purchase or subseribe for, in the name of the company, such an amount of the stocks of any railroad, or other transportation company, as they deem necessary, in order to procure proper facilities for transportation for the manufactories, mines, or other works of the company. But the written consent of the hold- ers of two-thirds of the capital stock of the company to such subscription or purchase first must be had. (R. S. See. 3863; April 13, 1874, 71 v. 69, § 2.) Power to acquire stock in other corporations, generally, see § 8683. A railroad company is not authorized to acquire stock in a coal mining company. State v. Railway Co., 12 CO. C. n. s. 49, 59; 21 C. D. 175 (1909); Railway Co. v. Burke, 19 W. L. B. 27 (C. P. 1887). This section does not authorize a coal company to construct or operate a railroad: Barlotti v. Commission, 103 O. S. 647 -(1921). Under the provisions of § 10137 and this section the directors, having first obtained the requisite consent of the purchasing company’s stockholders, may, in the exercise of a sound discretion, determine what amount of stock it is necessary to subscribe for or purchase, ‘whether a controlling interest or less. Mannington v. Railway, 8 O. L. eR. 451, 473; 183 Fed. 133, 150; 16 O. F. D. 552 (U. S. OC. C. 1910). A mining and manufacturing corporation may mortgage its real estate to guarantee the bonds of.a railroad company, to enable it to fur- nish transportation facilities. Central Trust Co. v. Railway Co., 87 Fed. 815; 10 O. F. D. 328 (C. C. 1898). But a railway company is not authorized to guarantee the bonds of a coal mining company. State v. Railway, 12 C. C. n. 8s. 49; 21 C. D. 175 (1909). Section 10139. (Such companies may consolidate.) Any two or more such corporations may be consolidated in the manner and to the effect provided by law for the consolida- tion of railroad companies. (R. S. Sec. 3864; April 3, 1868, 65 v. 50, § 1.) One corporation may be organized to conduct several classes of busi- ness which one corporation, formed by the consolidation of several cor- porations, is authorized to conduct. Rep. Atty. Gen. 1908-1909, pp. 62, 55, 89. Rep. Atty. Gen. 1904-1905, p. 78. See note to § 8623 Single purpose rule. Section 10140. (Certain conveyances must be made.) G. C. § 10141 OHIO PRIVATE CORPORATIONS. 2072 q When such agreement for consolidation has been duly rati- — fied in the manner specified in the preceding section, the presi- . dent and secretary of the company, which by the agreement, q surrenders its name, properties, rights, and franchises, shall — execute and deliver to the consolidated corporation proper — deeds, assignments, and transfers, conveying to the consoli-— dated corporation all of the rights; property, and effects of the corporation so surrendering its name and property. From and after the execution of such transfers it shall — cease to be a corporation, or to exercise corporate rights. (R. S. Sec. 3865; April 3, 1868, 65 v. 50, § 4.) Section 10141. (May build a railroad.) Companies or- — ganized for the purpose of mining, quarrying, or manufactur- — ing, when such purpose is stated in the articles of incor- — poration, may construct a railroad, with single or double — track, with such side-tracks, turnouts, offices, and depots as — they deem necessary to carry out the objects of the incor- — poration, from any mine, quarry, or manufactory, to any — other railroad, or any canal, slack-water navigation, or other navigable water or place within or upon the borders of this — state. In respect to such railroad they shall be subject to and governed by the provisions of chapter two of this title. (R. S. See. 3866; April 8, 1856, 53 v. 103, § 3.) q Branch railroads to mines, see § 8757. A mining company having built a railroad under this section may change the office of its railroad under § 8744, but not its principal office, — which can only be changed under § 8719. State v. Coal Co., 4 N. P. 115; 6 L. D. 178. Snow Fork, ete., Co. v. Railroad Co., 7 N. P. 191; 6 L. D. 178. 7 The railroad authorized by this section is a private road for the bene- — fit of the coal company and in no sense a public road. The road is to begin at a mine, etc., and end at a railroad or other outlet. Barlotti v. Commission, 103 O. 8. 647 (1921). State v. Railway Co., 12 C. C. n. 8. 49, 60; 21 C. D. 175 (1909). : An incidental purpose in the charter of a coal mining company to — construct a railway from its mines to a railway or other outlet, does not © constitute the mining company a railway or kindred company so as to ~ make applicable §§ 8806 or 8683 authorizing a railway company to sub- — seribe for and hold stock in another railroad or kindred company. State v. Railway Co., 12 C. C. n. s. 49, 60; 21.C. D. 175 (1909). This section does not authorize mining companies to appropriate land. Miami Coal Co. v. Wigton, 19 O. S. 560 (1869). Le. 7 A railroad company is not authorized to transact a coal mining ~ business. State v. Railway Co., 12 C. C. n. 8, 49, 60; 21 C. D. 175 (1909). Railway Co. v. Burke, 19 W. L. B, 27 (C. P. 1887). A coal mining company, which has purchased a public railroad — at judicial sale, can not operate it as a private road to the exclusion of the public. State v. Black Diamond Co., 97 O. S. 24 (1917). A railroad company organized as such with power of eminent — domain is impressed with a public interest and must furnish shipping 2078 * COMMERCIAL CORPORATIONS. G. C. § 10144 facilities without discrimination. Barlotti v. Commission, 103 O. S. 647 (1921). 5; A manufacturing company, maintaining a switch engine and several tracks for use in shifting cars in its yards, is not a ‘‘railroad eorporation’’ within the meaning of G. C.. § 9009, which requires rail- + road corporations to block angles in switches, ete. Taggart v. Re- public; vete., ;Co.,,141 Ped. 910 (G. C., A. 1905). Side tracks placed by a railroad company on the leasehold estate of a coal mining company, for the purpose of removing the coal, may be re- moved by the railroad company, over the objection of the lessor, on the. abandonment of the premises by the coal company, where the lease per- mitted the removal of mining appliances by the mining company, on abandonment. Ambler v. Railroad Co., 9 C. C. n. s. 81; 19 C. D. 89 (1906). Section 10142. (Mining companies may acquire addi- tional powers.) A company organized for the purpose of mining coal, or iron ores and coal, or a part of whose busi- ness is the mining of iron ores and coal, upon a vote of the holders of two-thirds of its capital stock, may engage in the business of manufacturing iron from ores, or in any other branch of iron manufacture. But before it shall engage in such manufacture, by its president, it must execute a cer- tificate, under corporate seal, setting forth the particular branch or branches of iron manufacture in which it pur- poses to engage, and the place or places where the business, or any part thereof, is to be located, to be verified by the oath of the president, and acknowledged, certified, and forwarded to the secretary of state. Thereupon the company may carry on the business named in such certificate, in addi- tion to that named in the original articles: of incorporation. (RB. S. See. 3867; January 24, 1877, 74 v. 21, §1.) Section 10143. (Company to manufacture iron may make steel.) Any company incorporated for manufacturing iron, upon a vote of the holders of a majority of its stock may engage in and earry on the business of manufacturing steel in its branches. | (R. 8. Sec. 3857; April 2, 1866, 63 v. 67, § 1.) COMMERCIAL. Section 10144. (Officers of commercial organizations. ) The officers of an incorporated board of trade, chamber of commerce or merchants’ exchange or other kindred. asso- ciation, shall consist of a president, two vice-presidents, treasurer, secretary, and not less than ten directors, all of whom shall be members of the association, and be engaged in business at, or residents of the city or town where it 1s = G. C. § 10145 OHIO PRIVATE CORPORATIONS. 2074 q established. They shall be elected By ballot at the annual — meeting of the association, and hold their office for one year, — unless, by its by-laws, the association provides a longer term — for all or any of such offieers, and until their successors are elected and qualified. The officers thus elected, together with © the directors, shall constitute the board of directors of the — association. But the association may provide for the election © of not less than ten directors, as aforesaid, and by its by- laws authorize them to elect a president, two vice-presidents, a treasurer and a secretary, and such additional directors as are necessary to complete the maximum membership of ~ the board, all of whom must be members of the association. The officers thus elected, together with the directors, shall constitute the board of directors of such association. All © other officers, agents or committees deemed necessary for — the interests of the association, shall be elected or appointed — in such manner and with such powers as may be provided by the by-laws. In like manner the association may provide ~ for the trial, suspension, fine or expulsion of any of its — members by the board of directors constituted as herem — before provided. Such association may make provision for ~ the relief and support of the families and dependents of — deceased members. (R. S. Sec. 3827; January 24, 1876, 73 v. | 8, §4; R. S. 1880; March 5, 1883, 80 v. 40; April 4, 1894, 91 v. 108.) Expulsion of members; grounds; procedure and remedies for wrong- ; ful expulsion. ‘s See note to § 8653. The declaration in the articles of incorporation of a chamber of com- — merce that it “is formed not for profit” is not inconsistent with a pro- — vision for capital stock, nor with a declaration that it is intended to pro- mote the prosperity of the city in which it is located; and its trustees or — directors are personally liable for all debts contracted by them. £ Snyder v. Chamber of Commerce, 53 O. 8. 1 (1895). This section and § 10147 et seq. were held to authorize an association — of tobacco dealers to appoint an inspector of leaf tobacco and the per- formance of his duties, at the instance of the members, was not a usurpa- pation of the duties of inspectors appointed under G. C. § 6041. State v. Casey, 38 O. 8. 555 (1883). Section 10145. (May appoint committees of arbitration.) Such corporation may constitute and appoint committees — of reference and arbitration, and committees of appeals, who — shall be governed by such rules and regulations as may bem prescribed in rules or by-laws for the settlement of such — matters of reference as voluntarily are submitted for arbi- — tration by members of the association, or by other persons — not members thereof. (R. 8. Sec. 3828; April 3, 1866, 63 v. 89, § 5.) 7 2075 COMMERCIAL CORPORATIONS. G. C. § 10149 Section 10146. (May require bonds from officers.) Such corporations may receive and require from their officers, whether elected or appointed, good and sufficient bonds for the faithful discharge of their duties and trusts, conditioned and made payable as prescribed by the by-laws of the corporations, and may be sued on, and the money collected and held for the use of the party injured, or such other use as is determined upon by the corporation. The president, a vice-president, or the secretary of the corporation, may ad- minister such oaths of office as are prescribed in its by-laws. (R. S. See. 3829; April 38, 1866, 63 v. 89, § 6.) Section 10147. (May appoint inspectors.) Every in- spector, gauger, weigher, or measurer appointed by such an association shall be recognized as a legally appointed officer, for the duties pertaining to his position, in the city and county wherein the association is located, and shall be sub- ject to all the provisions and penalties of the laws relating thereto. The certificate of such appointee as to his official acts shall be evidence, and binding upon the persons interest- ed. (R. 8S. See. 3830; April 3, 1866, 63 v. 89, § 9.) See note to § 10144. Section 10148. (Inspectors, may appoint deputies.) Every inspector, gauger, weigher or measurer appointed by any board of trade or chamber of commerce organized in this state may appoint one or more deputies to be approved by the board of directors or board of officers of such board of trade or chamber of commerce. Such inspector, gauger, weigher or measurer may take from his deputy a bond, with sureties, conditioned for the faithful performance of the duties of the appointment, but in all cases the inspector, gauger, weigher, or measurer shall be responsible for his deputy’s neglect of duty or misconduct in office. (R. S. Sec. | 3830a; April 6, 1883, 80 v. 98.) Section 10149. (Other like associations may have benefit of these provisions.) Any board of trade or chamber of commerce organized in this state may avail itself of the privileges and powers, in whole or in part, conferred by the five preceding sections, by making a certificate of its adop- tion thereof, under its seal, and attested by the signatures of its president and secretary, which shall be filed in the office of the secretary of state, and when so filed shall confer all privileges and powers so defined. (R. S. Sec. 3831; April 3, 1866, 63 v. 89, § 11.) G. C. § 10153 OHIO PRIVATE CORPORATIONS. 2076 Section 10150. (Purchase or lease of grounds and erec- tion of buildings; authority to sell and convey.) Such an incorporated association may purchase or lease suitable erounds and erect thereon such buildings as the board of directors may deem proper, for its interest. It may lease any portion of such building, that is not occupied by or needed for its immediate use. Such association, by a two- thirds favorable vote of its board of directors, may sell and convey its real estate and may borrow money and execute and sell or otherwise dispose of its bonds or obligations se- cured by a mortgage of its property or otherwise. The president and secretary of such association, when so author- — ized, shall sign all obligations and conveyances. (108 (Pt. — 1) v. 607; 74 v. 145, §1; R. S. 1880; 84 v. 33.) MARKET-HOUSE. Section 10151. (Market-house companies) A company incorporated to construct and maintain a market-house may erect, establish, and maintain, at the place named in its ar- ticles of incorporation, a suitable building or buildings to be appropriated. and used exclusively as a public market-house, for the sale and vending of meats, vegetables, and all other ~ kinds of provisions, and of fruits, plants, and flowers, and all other articles commonly sold and vended in public market- houses or spaces, on market days, in market hours. (R. 8. See. 3858; April 19, 1861, 58 v. 92, §§1, 2.) Section 10152. (Powers of such companies.) Such com- panies may rent, lease, sell, or dispose of stalls, cellar vaults, or other divisions or spaces in their buildings, in the man- ner, and upon such terms and conditions, as the directors determine. A uniform rule in renting or leasing such stalls, cellar vaults, or other divisions or spaces must be established, printed, and hung in conspicious places in the buildings. But it may be changed, from time to time, by the directors. (R. S. See; 3859; April 19, 1861, 58 v. 92, § 5.) Section 10153. (Discrimination prohibited.) No prefer- ence shall be made, by any variation or difference in rates or prices, in favor of citizens of the city or village wherein the buildings are erected, and against farmers, butchers, or I 7 producers not residing in such city or village, and no rule, regulation, order, or condition shall be made or exacted by any company to prevent farmers, butchers, or other persons from disposing of their produce, meats, vegetables, or other 2077 MISCELLANEOUS COMPANIES. G.C. § 10157 articles, in such quantities and upon such terms as they deem proper. (R. 8S. See. 3859; April 19, 1861, 58 v. 92, § 5.) Section 10154. (What company shall prohibit.) Such companies shall prohibit and prevent in their buildings the use of false weights or measures, the exposure or sale of any diseased or decaying meats or vegetables, and any offensive or injurious articles. (R. 8S. Sec. 3859; April 19, 1861, 58 v. 92, §.5.) Section 10155. (May keep streets unobstructed.) Such companies may keep the streets, alleys, or avenues in front of their buildings free, open, and clear of any obstruction from stoppage of wagons, carriages, or vehicles of any kind, or of horses, mules, or cattle, on market days, in market hours. (R. S. See. 3860; April 19, 1861, 58 v. 92, § 6.) Section 10156. (May construct sewers.) When such a company erects its buildings in a city or village having a sewer with which the company may connect sewers of its own construction sufficient to drain its buildings, it shall con- struct such sewers, and so connect them. In cities and villages not having sewers, such companies may construct sewers for the drainage of their buildings, and charge and receive a compensation for the tapping and use of them, or portions thereof. (R. S. Sec. 3861; March 13, 1861, 58 v. 92,.§ T.) SEWERAGE. Section 10157. (Sewerage companies.) A company or- ganized for the purpose of draining the streets, alleys, lots, commons, wharves, landings, or buildings of a city or village in this state, may construct and maintain sewers and drains, and lay conductors or pipe for conveying water and other liquid matter from the lots, houses, and streets, through and under the streets, sidewalks, public highways, alleys, com- mons, wharves, or landings of any such city or village. Upon application by such company the council of any city, or village, may grant to it the privilege of exercising its corporate powers within the limits thereof, for such term of years, and upon such conditions and. limitations, as may be deemed expedient. The city council, or the council of the village, may require from the company such reasonable se- curity as it deems necessary for the faithful performance of the duties imposed upon such company by law. Che S.. See. 3871; April 8, 1856, 53 v. 137, § 5.) G. C. § 10161 OHIO PRIVATE CORPORATIONS. 2078 Section 10158. (Grants and privileges prohibited.) No grant shall be made to such a company, and no power or privilege be conferred upon or exercised by it, which will interfere with the rights of any other corporation, or any person, nor shall any person be taxed without his consent — for drainage or sewerage constructed by such company. Such companies shall be liable for all damages occasioned by their acts, neglects, or defaults to the rights of persons and ~ other corporations. (R. S. See. 3871; April 8, 1856, 53 v. 137, § 5.) Section 10159. (When municipality must purchase prop- — erty of company.) When a city or village which has granted — to such a company, for any term, the rights and privileges herein mentioned, and, at the expiration of the term, upon petition of the company, fails or refuses to renew the grant, the city or village shall purchase of the company its property, consisting of sewers, drains, and pipes actually laid and constructed, with the appurtenances, and the materials and fixtures appertaining thereto, on hand at the time of the expiration of such term, at a price not exceeding the actual © cost thereof, for the use and benefit of the city or village. — (R. 8S. 3872; April 8, 1856, 53 v. 187, § 5.) Section 10160. (Municipality may contract with com- pany.) The council of any city, or village, in which such — company is organized, may contract with it for the con- struction and use of such sewers or drains, for draining the streets, alleys, lots, commons, wharves, or grounds within © the limits of the municipal corporation. The city or village — shall not use the sewers or drains in any manner except by and with the consent of the company, and in the manner, and upon the terms and conditions, which are mutually % agreed upon by the company and the city or village. (R. 8. See. 3873; April 8, 1856, 53 v. 187, § 6.) - Section 10160-1. (Owners outside municipalities permitted — to use sewers.) The council of any city or village may per- — mit the owners or association of owners of lots and lands — abutting on roads or other highways entering such city or — village to connect with and use the sewers of such city or village for carrying off sewage and drainage from such out- side lots or lands upon such terms as may be agreed upon between such council and the owners or association of own- ers of such outside lots or lands. (May 29, 1911, 102 v. 191.) — Section 10161. (Company may prescribe rates.) Such yt a MISCELLANEOUS COMPANIES. G. C. § 10164 companies, may prescribe the terms upon which owners and occupants of houses or lots may obtain the use of their sewers and drains for private purposes, and the rate of charge annually for such use, and also the terms upon which the city or village may use the sewers and drains for public pur- poses. (R. 8S. Sec. 3874; April 8, 1856, 53 v. 137, § 7.) Section 10162. (Powers of municipalities not limited.) Nothing in the ‘five preceding sections shall prevent any city or village from constructing sewers, or establishing and maintaining a system of sewerage, under the direction and by the authority of the municipal authorities thereof, not interefering, however, with the work of such company. (R. S. See. 3875; April 8, 1856, 53 v. 137, § 8.) PUBLIC AVENUE. Section 10163. (Avenue companies.) A _ corporation created for the purpose of construsting and maintaining a free public avenue shall construct and maintain its avenue at not less than fifty nor more than one hundred feet in width, of such materials as it deems proper. It shall not charge toll of any kind for the use thereof by the public, but may make and enforce all necessary and reasonable regulations for its use and preservation. If in laying out such avenue, it be necessary to enter upon and appropriate any lands or premises, the proceedings therefor shall be instituted and carried on as is provided by law for the appropriation of private property by municipal corporations. (R. S. See. 3823; April 16, 1879, 76 v. 62, §§ 1, 2.) See Turnpike and Plankroad companies, §§ 9229 to 9304. Section 10164. (When company may take tolls.) When such a company puts under contract five consecutive miles of such an avenue, and completes not less than two consecu- tive miles thereof to the acceptance of the county commis- sioners, or when the whole of an avenue is completed to such acceptance, the company may erect a toll-gate thereon for the collection of such tolls as turnpike and plankroad companies are allowed by law to collect. When a company completes to such acceptance five consecutive miles of an avenue, it may erect thereon two toll-gates, at such places as in the opinion of the directors will best subserve its interests, for the collection of tolls. (R. 8. See. 3824; April 3, 1856, 53 v. 46, 3.) G: C. § 10168 OHIO PRIVATE CORPORATIONS. ' 2080 Section 10165. (When consent of authorities necessary.) ’ When in laying out such an avenue it becomes necessary to run through or along the line of any village, the board of directors of the avenue company shall obtain the consent: of the council of the village to laying out the avenue through or along the territory over which they have supervision or control. (R.S. Sec. 3825; April 8, 1856, 53 v. 46, § 4.) Section 10166. (Authorities may surrender roads to com- pany.) If, on application being made to the council of a vil- lage, they are of opinion that the public good demands the laying out of such avenue, they may give their written con- sent to the laying out and construction thereof, which shall have the force and effect of a full and complete release of all authority over the avenue within their corporate jurisdiction. The directors may lay out and construct the avenue through the territory of such village, and control it as though the village did not exist. (R. S. See. 3826; April 3, 1856, 53 v. 46, § 5.) NAVIGATION. Section 10167. (Companies for improvement of navigable streams.) The directors of a company incorporated for the purpose of improving any stream of water, or part thereof, declared navigable by any law of this state, may prescribe the rates of toll the company shall receive for the passage of any boat or other watercraft through any lock upon such im- provement, or for the running of any boat or other water- eraft between the locks thereon. (R. S. See. 3854; April 6, 1859, 56 v. 239, §7.) Section 10168. (Transportation companies.) A com- pany organized for the purpose of transporting freight, or for towing purposes, on any of the navigable rivers of this state, or the lakes and navigable rivers bordering thereon, may build, purchase, and hold such number of steamboats, barges, or other vessels, and other personal property, and such real estate, in this and other states, as it deems neces- sary for its business, and sell it or any part thereof, in such manner and for such purpose as is prescribed by the rules and regulations of the company, not inconsistent with the laws of this state. The company may carry any articles of freight or produce, tow any barge or other vessel upon any of the navigable streams in this state, and on any of the lakes or navigable rivers bordering thereon. It shall be governed by the same laws, not inconsistent with 2081 MISCELLANEOUS COMPANIES. G.C. § 10170 this section, which govern individuals in such employments. (R. 8S. See. 8877; 66 v. 39, § 4; S. & C. 350.) Wharfboat as “watercraft.” See Gaff v. Flesher, 33 O. S. 453, 107. State v. Transportation Co., 23 O. S. 166. Section 10169. (Wrecking companies.) Any company or association organized for the purpose of wrecking boats and vessels, and saving them, and the property thereon, or property lost by damage or injury to boats or vessels, may build, purchase, and hold such number of boats, vessels, diving-bells, and other applianees and property as it deems necessary for commencing and conducting its business, and may sell and dispose of them, or any part thereof; contract for salvage or compensation for saving boats, vessels, and other property, and demand, recover, and receive salvage, or such. compensation, when entitled thereto, by contract or otherwise. They shall be governed by the same laws not inconsistent with this section which govern individuals in such business or employment. (R. 8. See. 3882; March 11, 1867, 64 v. 44, §§ 2, 4.) COMMON CARRIER. Section 10170. (Common carrier companies.) A _ cor- poration organized as and for a common earrier company shall have the power: 1. To make all contracts lawful for natural persons to make for the carriage of persons, the storage, forwarding, carriage and delivery of property, but subject to their habilities. 2. To lease, hold and operate, any line of railway and its appendages, before or after its completion, owned by a municipal corporation of this state, and any railway con- necting therewith, lying without this state, and such portion of any railway within this state as may be necessary for the convenient dispatch of its business. ; 3. To construct, or complete and equip, any railway and its appendages which it is authorized to lease. 4. To borrow money, not exceeding its authorized capital stock, at a rate of interest not exceeding seven and three- tenths per cent per annum, and execute bonds or promissory notes therefor, payable in gold or lawful money, In sums of not less than one hundred dollars, and. secure payment thereof by mortgage or pledge of its property then or there- after acquired, and its income or franchises, including the G.'C. § 10173 OHIO PRIVATE CORPORATIONS. 2082 ; franchise to be a corporation. But no mortgage bond. shall — be sold at less than par in lawful money, without the con- — sent of a majority in interest of the stockholders, given at — a meeting of the stockholders, or in writing. It may exer- © cise all other powers of a railroad company under the laws of this state, including the right of appropriation, but the powers contained in this paragraph shall be exercised only by common carrier companies organized under this section, and operating a steam railroad. (R. S. See. 3838; April 22, 1904, 97 v.. 161; April 12, 1877, 74 v. 84, § 4.) Section 10171. (Any company may subscribe to its stock.) Any company incorporated—or organized under the — laws of this state may subscribe for or become the owner — of stock in such corporation. But before the subseriptions shall be made, the directors of the company subseribing — must be authorized to make it by a vote of the majority in interest of its stockholders, or obtain their consent there-— to in writing. (R. S. See. 3839; April 12, 1877, 74. v. 84; § 9.) This section and § 10170 impose no limitation on the amount of stock that a corporation may acquire in a company of the character named, and no restriction as to the kind of corporation that may acquire stock in such a company. Mannington v. Railway, 8 O. L. R. 451, 473; 183 Fed. 133; 16 0. FS D. 552 (C..C. 1910). ELEVATOR. Section 10172. (Elevator companies.) A company OT” association organized as an elevator company may purchase and hold. real and personal estate, erect or purchase, and ~ own, the necessary buildings, offices, and machinery for the — purpose of carrying ov the business of receiving, storing, delivering and forwarding grain of all kinds, and may add to and connect with this the business of general storage, — warehousemen, and forwarders of all kinds of produce and — merchandise. On its own account, or for others, it shall not — deal as buyer or seller. In the prosecution of its business it shall be governed by the same laws, not inconsistent with — this section, as govern individuals in such employment. — (R. S. Sec. 3841;, March 29, 1867, 64 v. 85, § 3.) = Section 10173. (Railroad company may take stock in such company.) When such company erects or owns al elevator building, and uses it for the purpose of receiving — 2083 ; MISCELLANEOUS COMPANIES. G. C. § 10175 or delivering grain from or to any railroad company, as freight carried or to be carried over its roads, or any part thereof, the railroad company may subscribe to or purchase shares in its capital stock, to an amount not exceeding one- third of the entire capital stock of the elevator company, in the name of its president or other officer, and hold it as trustee. The railroad company shall be liable upon such stock, in its corporate capacity, to the same extent and in the manner a natural person, buying it would be. (R. 8. Sec. 3842; March 29, 1867, 64 v. 85, § 4.) This section fixes the limit of stockholding of the purchasing coin- pany at less than a controlling interest. Mannington v. Railway Co., 8 O. L. R. 451, 472; 183 Fed. 133; 16 0. F. D. 552,(C. C. A. 1910). The limitation on the amount of stock, authorized to be acquired by the railroad company, indicates a legislative intent to give the railroad company power to aid but not control. State v. Railway Co., 12 C. C. n. s. 49, 57; 21 C. D. 175 (1909). FISHERY. Section 10174. (Fishery companies.) When a company organized for the purpose of propagating fish and establish- ing fisheries in this state acquires the right to use any stream, canal, or reservoir, from the owner of the land adjoining thereto, for the establishment of a fishery to be owned, maintained, and used for the purpose of propagating fish, no person shall fish therefrom without first obtaining authority from such company. A person who violates the provisions of this section shall be liable to such company in trespass, or to the fines authorized by law against persons trespassing upon lands. (R. S. Sec. 3853; January 1, 1873, 70 v. 9 §§ 2, 6.) Section 10175. (Exceptions to preceding section.) The navigable streams and public canals in this state shall not ‘be subject to the provisions of the preceding section, and nothing therein shall cut off the privilege of any person to use or fish from any lake, river, stream, or reservoir which by custom or usage, has been used for the purpose of fish- ing therefrom as regulated by law. (R. S. Sec. 3853; Jan- uary 15, 1873, 70 v. 9, §§ 2, 6.) G. C. § 10179 OHIO: PRIVATE CORPORATIONS. - 2084 — FIREMEN’S RELIEF. Section 10176. (Firemen’s relief associations.) An asso-— ciation of members of any regular fire, hose, or hook and — ladder company, incorporated for the purpose of affording — relief to firemen disabled while on duty, and making dona- tions to indigent, sick firemen, and to the widows and orphans of deceased firemen, may provide for the election of its directors or trustees at separate elections, to be held | by the members in good and regular standing of each fire, 9 hose, or hook and ladder company who are members of the corporation, and fix the number to be elected by each com- — pany. (R. S. See. 3850; March 13, 1861, 58 v. 37; §§ 1, 5, 6.) © The articles of imeorporation of a firemen’s relief association should comply with this section, The relief should be confined to members disabled while on duty, and benefits should be made pay- © able to the ‘‘widows and orphans’’ of deceased firemen, instead of their ‘‘heirs’’. Rep. Atty. Gen. 1913, p. 120. Section 10177. (Certain powers of such associations.) Such corporations may decide what officers they will have, prescribe the manner of their election, their duties, make | regulations for the relief of firemen disabled while on duty, and provide for such entrance fee for members, and such. weekly, monthly, or yearly assessment upon members, as it — deems best. (R. S. Sec 3851; March 13, 1861, 58 v. 37, § 6.) Section 10178. (Power to acquire and dispose of prop- erty.) Such corporation may acquire, hold, enjoy, dispose of, and convey all property, real or personal, which it ac- — quires by purchase, contribution, donation, assessment upon its members, or otherwise, for the purpose of carrying out the objects of the corporation, but it shall not acquire Or — hold property for any other purpose. In order to inerease — its funds it may loan its money upon bond and mortgage, — under such rules and regulations as may be prescribed, and at an. annual interest not. exceeding six per cent per — annum. (R. S, See.,3852; March 13, 1861, 58 v. 37, § 5.) FARM LABORERS. Section 10179. (Farm laborers’ associations.) No asso- — ciation incorporated for the purpose of promoting the isa terests of agriculture, and for the relief of distressed farm — laborers, or their widows and orphans, whether such widows — and orphans are members of the association or not, and for 2085 | MISCELLANEOUS COMPANIES. G. C. § 10182 any other charitable purpose, shall take or hold real estate, except such as may be actually occupied in the exercise of its legitimate business, or as it acquires in security for or satisfaction of debts justly due it. Real estate so occupied shall not in any case exceed in value the sum of fifty thous- and dollars. (R. 8S. Sec. 3843; May 7, 1877, 74 yv. 204, § 5.) Section 10180. (What investment it may make.) After paying their expenses, such associations shall invest their funds exclusively for the purposes mentioned in their ar- ticles of incorporation, and may invest them in mortgages upon real estate, or in county, state, or United States securities. In their articles of incorporation, they may designate the kinds of securities in which their funds shall be invested, in which case no part thereof shall be invested in securities other than those named therein. They shall not make any loan to any of their trustees or officers. They may take by gift, subséription, purchase, devise, or loan. But no loan shall be taken for a less term than three years nor for a greater term than twenty years, nor to an an amount exceeding one hundred thousand dollars, nor at a rate of interest greater than four per cent, payable semi- annually. (R. S. See. 3844; May 7, 1877, 74 v. 204, § 6.) Section 10181. (Must report to attorney-general.) Every such association annually shall make, and transmit to the attorney-general, under the.signatures of a majority of the trustees, attested by the clerk, a full and true state- ment of its condition and affairs. For any wilful neglect to make such report within one month after its annual meeting, ‘the attorney-general may proceed against the association for the forfeiture of its charter. (R. S. See. 3845; May 7, 1877, 74 v. 204; § 7.) Section 10182. (Consolidation of two associations.) Any unincorporated association or society organized for any pur- pose named in the third preceding section may be consoli- dated with an association incorporated for a purpose named therein, by a resolution of each, adopted by not less than two-thirds of its members, at a meeting called for that pur- pose. Such resolutions, and votes thereon must be recorded by the clerk of the corporate association, and the consoll- dated association thereupon shall assume the name or title -of the corporate association, and be entitled to all its privileges. But the members of the consolidated association shall not he liable for the debts or obligations of the un- G. CG. § 10186 OHIO PRIVATE CORPORATIONS. 2086 — incorporated association or society. (R. 8. See. 3846; May { 7, 1877, 74 v. 204, § 8.) See note to § 10058. Dunham 7. Kauffman, 10 N. P. n. s. 49; 20 L. D. 274 (1910). Section 10183. (Attorney-general to report annually.) — The attorney-general, annually, shall report to the general assembly, in a condensed form, the number and condition — of such associations, as derived from the annual reports of their trustees. (R. S. Sec. 3847; May 1, 1877, 74 v. 204, 7 § 9.) Section 10184. (May maintain libraries, etc.) All such incorporated associations may keep and maintain libraries, — and a museum of art consisting of models of such improved instruments and machinery as are best calculated to pro-— mote the interests of agriculture, for the benefit of such associations, under such rules and regulations as its mem- hers from time to time adopt, and may make all needful - by-laws for their good government and regulation. (R. 8. Sec. 3848; May 1, 1877, 74 v. 204, § 11.) COOPERATIVE TRADE. Section 10185. (Co-operative trade associations.) An association incorporated for the purpose of purchasing, in ~ quantity, grain, goods, groceries, fruits, vegetables, pro-- visions, or any other articles of merchandise, and distribut-— ing them to consumers at the actual cost and expense of purchasing, holding, and distribution, may employ its capl — tal and means in the purchase of such articles of merchan- — dise as it deems best for itself, and in the purchase or lease | of such real and personal estate, subject always to the con- trol of the stock-holders, as are necessary or convenient for purposes connected with and pertaining to its business. (R. S Sec. 3837; April 13, 1867, 64 v. 145, §§ 2, 5.) . A corporation for profit is not authorized by this section. The articles of incorporation should limit the authorized purchases to those authorized by this section. Opins. Atty. Gen. 1919, p. 213. a Section 10186. (Distribution of purchases.) Such asso- — ciation may adopt such plan of distribution of its purchases — among the stockholders and others as is most convenient, and best adapted to secure the ends proposed by the organiZaq — tion. Profits arising from the business may be divided — 2087 MISCELLANEOUS COMPANIES. G. C. §10186-4 among the stockholders from time to time, as it deems ex- pedient, in proportion to the several amounts of their re- spective purchases. (R. S. See. 3837; April 13, 1867, 64 v. 145, §§ 2, 5.) COOPERATIVE AGRICULTURAL ASSOCIATIONS. Section 10186-1. (Definition of terms.) As used in this act (a) the term ‘‘agricultural products’’ shall include horti- cultural, viticultural, forestry, dairy, live stock, poultry, bee and any farm proucts; (b) the term ‘‘member’’ shall include actual members of associations without capital stock and holders of common stock in associations organized with capital stock; (c) the term ‘‘association’’ means any corpo- ration organized under this act; and (d) the term ‘‘person’’ shall. include individuals, firms, partnerships, corporations and associations. Associations organized hereunder shall be deemed ‘‘non-profit,’? inasmuch as they are not organized to make profit for themselves, as such, or for their members, as such, but only for their members as producers. (110 v. Bia: 108. Pt..2)2 y.. 1246.) Section 10186-2. (Number required for incorporation.) Five (5) or more persons, a majority of whom are residents of this state, engaged in the production of agricultural prod- ucts, may form a non-profit cooperative association, with or without capital stock, under the provisions of this act. (110 v.91, 82; 108 (Pt. 2) v,. 1246.) Section 10186-3. (Business in which association may en- gage.) An association may be organized to engage in any activity in connection with the marketing or selling of the agricultural products of its members, or with the harvesting, preserving, drying, processing, canning, packing, grading, storing, handling, shipping or utilization thereof, or the manufacturing or marketing of the by-products thereof; or in connection with the manufacturing, selling or supplying to its members of machinery, equipment or supplies of any kind or character; or in the financing of the above enu- merated activities; or in any one or more of the activities specified herein, (110 v. 91, §3; 108 (Pt. 2) v. 1246.) Section 10186-4. (Powers of such associations.) Hach association incorporated under this act shall have the fol- lowing powers: | G. G. § 10186-4 OHIO PRIVATE CORPORATIONS. 2088 (a) To engage in any activity in connection with the marketing, selling, preserving, harvesting, drying process- ing, manufacturing, canning, packing, grading, storing, handling, or utilization of any agricultural products pro- duced or delivered to it by its members or others, or the man- ufacturing or marketing of the by-products thereof; or any activities in connection: with the purchase, sale, hiring or use by its members or others, of supplies, machinery or — equipment of any ‘kind or character; or in the finaneing of such activities; or in any one or more of the activities specified in this section. Any such association may limits its activities to the handling or the marketing products of its own members, eX- cept for storage. If it handles the products of non-members, such non-members’ products handled in any fiseal year must not exceed the total of similar products handled by the — association for its own members during the same period. (b) To borrow money without limitation as to amount of corporate indebtedness or liability except in the case of associations organized with capital stock; and to make ad- vance payments and other advances to members or others. (c) To act as the agent or representative of any mem- ber or members in any of the above mentioned activities. (d) To purchase or otherwise acquire; and to hold, ~ own and exercise all rights of ownership in; and to sell, transfer or pledge, or guarantee the payment of dividends — or interest on, or the retirement or redemption of, shares — of capital stock or bonds of any corporation or association engaged in any directly related activity or in the warehous- — ing or handling or marketing of any of the products handled — by the association. | (e) To establish reserves and to invest the funds thereof — in bonds or in’ such other property as may be provided in the by-laws. 7 (f) To buy, hold and exercise all privileges of owner- — ship, over such real or personal property as may ‘be neces3m sary or convenient for the conduct and operation of any og the business of the association, or incidental thereto. ‘| (g) To establish, secure, own and develop patents, — trade-marks and copyrights. — (h) To do each any everything necessary, suitable or — proper for the accomplishment of any one of the purposes — or the attainment of any one or more of the subjects here — enumerated; or conducive to or expedient for the interest | or benefit of the association; and to contract accordingly ; — and in addition to exercise and possess all powers, rights — 2089 MISCELLANEOUS COMPANIES. G. C. § 10186-6 and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged; and in addition, any other rights, powers and privileges granted by the laws of this state to ordinary corporations, except such as are inconsistent with the express provisions of this act; and to do any such thing anywhere. (110 v. 91, §4; 108 (Pt. 2) v. 1247.) Section 10186-5. (Membership limited.) (a) Under the terms and conditions prescribed in the by-laws adopted by it, an association may admit as members (or issue common stock to), only cooperative marketing associations or persons en- gaged in the production of the agricultural products to be handled by or through the association, including the lessees and tenants of land used for the production of such products and any lessors and landlords who receive as rent all or any part of the crop raised on the leased premises. (b) If a member of a non-stock association be other than natural person, such members may be represented by any individual, associate, officer or manager or member thereof, duly authorized in writing. ° (c) Any association organized hereunder may become a member or stockholder of any other association or as- sociations organized hereunder. (110 v. 92, §5; 108 (Pt. 2) v. 1247, § 9.) Section 10186-6. (What articles of association shall state.) Each association formed under this act must prepare and file articles of incorporation, setting forth: (a) The name of the association. (b) The purposes for which it is formed. (c) The place where its principal business will be trans- acted. (d) The number of directors thereof, which must be not less than five (5) and may be any number in excess thereof; the term of office of such directors; and the names and addresses of those who Aare to serve as, driectors for the first term, and or until the election and qualification of their successors. (e) If organized without capital stock, whether the property rights and interest of each member shall be equal or unequal; and if unequal, the general rule or rules ap- plicable to all members by which the property rights and interests, respectively, of each member may and shall be determined and fixed; and provisions for the admission of hew members who shall be entitled to share in the property G. C. § 10186-8 OHIO PRIVATE CORPORATIONS. 2090 — of the association with the old members, in accordance with — such general rule or rules. This provision or paragraph of — the articles of incorporation shall not be altered, amended, or repealed except by the written consent or vote of two- thirds of the members. (f) If organized with capital stock, the amount of such stock and the number of. shares into which it is divided and the par value thereof. The capital stock may be divided into preferred and — common stock. If so divided, the articles of incorporation — must contain a statement of the number of shares of stock to which preference is granted and the number of shares of stock to which no preference is granted and the nature and definite extent of the preference and privileges granted to each. The articles must be subseribed by the incorporators and acknowledged by them before an officer authorized by — the law of this state to take and certify acknowledgements — of deeds and conveyances ; and shall be filed in accordance with the provisions of the general corporation law of this state; and when so filed the said articles of incorporation, or certified copies thereof, shall be received in all the courts of this state and other places as prima facie evi- dence of the facts contained therein and of the due incor- poration of such association. (110 v. 98, §6; 108 (Pt. 2) v._ 1246, § 4.) Section 10186-7. (Amendments to articles.) The articles of incorporation may be altered or amended at any regular meeting or any special meeting called for that purpose. An amendment must first be approved by two-thirds of the di- rectors and then adopted by a vote representing a majority of all the members of the association. Amendments to the articles of incorporation, when so adopted, shall be filed in © accordance with the provisions of the general corporation law of this state. (110 v. 94, §7; 108 (Pt. 2) v. 1246, § 6.) Section 10186-8. (Adoption of by-laws. What bylaws may contain.) Each association incorporated under this act must, within thirty (30) days after its imeorporation, adopt for its government and management, a code of by- laws, not inconsistent with the powers granted by this act. A majority vote of the members, or their written assent, is necessary to adopt such by-laws. By-laws shall also pro- vide that the by-laws may be amended; and shall provide the voting power by which amendments may be made. Hach 2091 MISCELLANEOUS COMPANIES. G. C. § 10186-8 association, under its by-laws, may provide for any or all of the following matters: (a) The time, place and manner of ealling ‘and con- ducting its meetings. (b) The number of members constituting a quorum. (ec) The right of members to vote by proxy or by mail, or both; and the conditions, manner, form, and effect of such votes. (d) The number of directors constituting a quorum. (e) The qualifications, compensation and duties and term of office of directors and officers; time of their elec- tion and the mode and manner of giving notice thereof. (f) Penalties for violation of the by-laws. (g) The amount of entrance, organization and member- ship fees, if any; the manner and method of collection of the same; and the purposes for which they may be used. (h) The amount which each member shall be required to pay annually or from time to time, if at all, to carry on the business of the association; the charge, if any, to be paid by each member for services rendered by the associa- tion to him and the time of payment and the manner of collection; and the marketing contract between the asso- ciation. and its members which every member may be re- quired to sign. (i) The number and qualification of members of the association and the conditions precedent to membership or ownership of common stocks; the methods, time and man- ner of permitting members to withdraw or the holders of common stock to transfer their stock; the manner of assign- ment and transfer of the interest of members and of the shares of common stock; the conditions upon which aud time when membership of any member shall cease; the sus- pension of the rights of a member when he ceases to be eligible to membership in the association; and the mode, manner and effect of the expulsion of a member; the man- ner of determining the value of a member’s interest and provision for its purchase by the association upon the death or withdrawal of a member or upon the expulsion of a member or forfeiture of his membership, or, at the option of the association, the purchase at a price fixed by appraisal by the board of directors. In case of the withdrawal or ex- pulsion of a member, the board of directors shall equitably appraise his property interests in the association and shall fix the amount thereof in money, which shall be paid to him within one year after such expulsion or withdrawal. Every association incorporated hereunder may adopt any G. C. § 10186-10 OHIO PRIVATE CORPORATIONS. 2092 other by-laws consistent with law, providing for any matter or thing relative to the control, regulation, operation, man- agement, or government of the association. (110 v. 94, § 8; 108 (Pt. 2) v. 1248, § 14.) Section 10186-9. (Annual and special meetings; notice.) In its by-laws, each association shall provide for one or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time; and ten percent of the members or stockholders may file a petition stating the specific business to be brought before the association and demand a special meeting at any time. Such meeting must thereupon be called by the directors. Notice of all meetings, together with a statement of the purpose therof, shall be mailed to each member at least ten days prior to the meeting; provided, however, that the by-laws may require instead that such notice may be given by publication in a newspaper of general circulation, published at the principal place of business of the association. (110 v. 95, § 9.) Section 10186-10. (Board of directors. Salaries. Va- cancy.) The affairs of the association shall be managed by a board of not less than five directors, elected by the mem- bers from their own number. The by-laws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts, either directly or by district delegates elected by the members in that district. In such a case the by-laws shall specify the number of directors to be elected by each district, the manner and method of reappor- tioning the directors and of redistricting the territory COV- — ered by the association. The by-laws may provide that pri- | mary elections shall be held in each district to elect the di- rectors apportioned to such districts and that the result of all such primary elections may be ratified by the next regu- lar meeting of the association or may be considered final as — to the association. The by-laws may provide that one or a more directors may be appointed by any public official. or commission or by other directors selected by, the members or their delegates. Such directors shall represent primarily the interest of the general public in such associations. The — directors so appointed need not be members of the associa- — tion; but shall have the same powers and rights as other — directors. Such directors shall not number more than one- fifth of the entire number of directors. a An association may provide a fair remuneration for the — 2093 MISCELLANEOUS COMPANIES. G. C. § 10186-13 time actually spent by its officers and directors in its service and for the service of its members of its executive com- mittee. No director, during the term of his office, shall be a party to a contract for profit with the association differ- ing in any way from the business relations accorded regular members or holders of common stock of the association or others, or differing from terms generally current in that district. The by-laws may provide that no director shall occupy any position in the association, except the president and secretary, on regular salary or substantially full time pay. The by-laws may provide for an executive committee and may allot to such committee all the functions and pow- ers of the board of directors, subject to the general direction and control of the board. When-a vacaney on the board of directors occurs other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy, unless the by-laws provide for an election of directors ‘by district. In such a case the board of directors shall immediately call a special meeting of the members of stockholders in that district to fill the vacancy. (110 v. 95, §10; 108 (Pt. 2) v. 1248, § 14.) Section 10186-11. (Officers.) The directors shall elect from their number a president and one or more vice-presi- dents. They shall also elect a secretary and a treasurer, who need not be directors or members of the association; and they may combine the two latter offices and designate the combined office as secretary-treasurer; or unite both fune- tions and titles in one person. The treasurer may be a bank or any depository, and as such, shall not be considered as an officer, but as a function, of the board of directors. In such case, the secretary shall perform the usual accounting du- ties of the treasurer, excepting that the funds shall be de- posited only as and where authorized by the board of direc- tors. (110 v. 96, §11; 108 (Pt. 2) v. 1248, § 14.) Section 10186-12. (Official bonds.) Every officer, employe and agent handling funds or negotiable instruments or prop- erty of or for any association created hereunder shall be re- quired to execute and deliver adequate bonds for the faith- ay performance of his duties and obligations. (110 v. 96, 12.) ; Section 10186-13. (Certificate of membership. Stock. Debts. Amount of stock each member may hold. Dividends. G. C. § 10186-13 OHIO PRIVATE CORPORATIONS. 2094 Vote. Preferred stock may be sold. Purchase its own stock.) When a member of an association established without capital stock has paid his membership fee in full, he shall receive a certificate of membership. No association shall issue stock to a member until it has been fully paid for. The promissory notes of the mem- bers may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note; but such retention as security shall not affect the member’s right to vote. No member shall be liable for the debts of the asso- ciation to an amount exceeding the sum remaining unpaid on his membership fee or his subscription to the capital stock, including any unpaid balance on any promissory notes given in payment thereof. No stockholder of a cooperative association shall own more than one-twentieth (1/20) of the common stock of the association; and an association, in its by-laws may limit the amount of common stock which one member may own to any amount less than one-twentieth (1/20) of the eom- mon stock. The. association shall limit its dividends on stock of any amount not greater than eight (8) per cent per annum; and all other net income, less specified re- serves which shall be provided for in by-laws, shall be dis- tributed back to its members only on the basis of patron- age. Any receipts or dividends from subsidiary corpora- tions or from stock or other securities owned by the asso- ciation, shall be included in the ordinary receipts of the association, and shall be distributed accordingly. No member in any association without capital stock shall be entitled to more than one vote. Any association organized with stock under this act may issue preferred stock, without the right to vote. Such stock may be sold to any person, member or non-member, and may be redeemable or retireable by the association on such terms and conditions as may be provided for by the articles of incorporation and printed on the face of the certificate. The by-laws shall prohibit the transfer of the common stock of the association to persons not engaged in the production of the agricultural products handled by the association; and such restrictions must be printed upon every certificate of stock subject thereto. The association may, at any time, as specified in the by-laws, except when the debts of the association exceed fifty (50) per cent of the assets thereof, buy in or purchase its common stock at the book value thereof, as determined 2095 MISCELLANEOUS COMPANIES. G. C. § 10186-16 by the board of directors, and pay for it in cash within one (1) year thereafter. (110 v. 96, § 18.) Section 10186-14. (Removal of officers, etc. Petition; no- tice; etc. Election of directors by districts.) Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, to- gether with a petition signed by five per cent of the members, requesting the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the association and, by a vote of a ma- jority of the members, the association may remove the of- ficer or director and fill the vacancy. The director or officer, against whom such charges have been brought shall be in- formed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses; and the person or persons bringing the charges against him shall have the same opportunity. In case the by-laws provide for election of directors by districts with primary elections in each. district, then the petition for removal of a director must be signed by twenty per cent of the members residing in the district from which he was elected. The board of directors must call a special meeting of the members residing in that district to con- sider the removal of the director; and by a vote of the ma- jority of the members of that district, the director in ques- tion shall be removed from office. (110 v. 97, § 14.) Section 10186-15. (Appeals from directors.) Upon de- mand of one-third of the entire board of directors, made immediately and so recorded at the same meeting at which the original motion was passed, any matter of policy that has been approved or passed by the board must be referred to the entire membership for decision at the next special or regular meeting; and a special meeting may be called for the purpose. (110 v. 98, § 15.) Section 10186-16. (Contracts.) The association and its members may make and execute marketing contracts, requir- ing the members to sell, for any period of time, not over ten years, all or any specified part of their agricultural prod- ucts or specified commodities exclusively to or through the association, or any facilities to be created by the association. The contract may provide, among other things, that the as- sociation may sell or resell the products delivered by its G. C. § 10186-19 OHIO PRIVATE CORPORATIONS. 2096 members, with or without taking title thereto; and pay over — to its members the resale price, after deducting all necessary _ selling, overhead and other costs and expenses, including — interest or dividends on stock, not exceeding eight (8) per cent per annum, and reserves for retiring the stock, if any; and other proper reserves; and or any other deductions. (110 v. 98, §16; 108 (Pt. 2) v. 1247, § 8.) Section 10186-17. (Damages.) (a) The by-laws or the marketing contract may fix, as liquidated damages, specific reasonable sums to be paid by the members to the association upon the breach by them of any provision of the marketing contract regarding the sale or delivery or withholding of products; and may further provide that the member will pay all costs, premiums for bonds, expenses and fees, in case any action is brought upon the contract by the association; and any such provisions shall be valid and enforceable in the courts of this state; and such clauses providing for liquidated damages shall be enforceable as such and shall not be re- garded as penalties. (110 v. 98, § 17.) Section 10186-18. (May exchange preferred stock as pur- chase price.) Whenever an association, organized hereunder with preferred capital stock, shall purchase the stock or any property, or any interest in any property of any person, firm or corporation or association, it may discharge the obli- gations so incurred, wholly or in part, by exchanging for the aequired interest, shares of its preferred capital stock to an amount which at par value would equal the fair market value of the stock or interest so purchased, as determined by the board of directors. In that case the transfer to the asso- ciation of the stock or interest purchased shall be equivalent to payment in cash for the shares of stock issued. (110 v. 98, § 18.) Section 10186-19. (Annual reports.) Each association formed under this act shall prepare and file an annual report ~ with the director of agriculture on forms to be furnished by him containing the name of the association; its principal place of business; and a general statement of its business operations during the fiscal year, showing the amount of capital stock paid up and the number of stockholders of a stock association or the number of members and amount of membership fees received, if a non-stock association; the total expenses of operations; the amount of its indebtedness or liabilities, and its balance sheets. (110 v. 99, § 19.) i! see de al 2097 MISCELLANEOUS COMPANIES. G. C. § 10186-23 Section 10186-20. (Exemptions.) Any provisions of law which are in conflict with this act [G. C. §§ 10186-1 to 10186- 30] shall be construed as not applying to the associations herein provided for. Any exemptions whatsoever under any and all existing laws applying to agricultural products in the possession or under the control of the individual producer, shall apply similarly and completely to such products delivered by its farmer members, in the possession or under the control of the association. (110 v. 99, § 20.) Section 10186-21. (Who may use word ‘‘cooperative.’’) No person, firm, corporation or association, hereafter organ- ized or hereafter applying to do businness in this state as a farmers’ marketing association for the sale of farm products, shall be entitled to use the word ‘‘cooperative’’ as a part of its corporate or other business name or title, unless it has eomplied with the provisions of this act. (110 v. 99, § 21.) Section 10186-22. (May own other corporations.) An as- sociation may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other cor- poration or corporations, with or without capital stock, and engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, utilizing, manufacturing, market- ing or selling of the agricultural products handled by the association, or the by-products thereof. If such corporations are warehousing corporations, they may issue legal warehouse receipts to the association against the commodities delivered by it, or to any other person and such legal warehouse receipts shall be considered as ade- quate collateral to the extent of the usual and current value of the commodity represented thereby. (110 v. 99, § 22.) Section 10186-23. (Cooperation contracts.) Any associa- tion may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and proper stipulation’, agreements and contracts and arrangements with any other cooperative corporation, association or associations, formed in this or any other state, for the cooperative and more economical earrying on of its business or any part or parts thereof. Any two or more associations may, by agreement between them, unite in employing and using or may separately employ and use the same personnel, methods, means and agencies for Bate ose on and conducting their respective business. (110 v. 9, § 23.) G. C. § 10186-26 OHIO PRIVATE CORPORATIONS. 2098 Section 10186-24. (Corporations organized under laws of other states.) Any corporation or association heretofore or hereafter organized under generally similar laws of another state shall be allowed to carry on any proper activities, operations and functions in this state upon compliance with the general regulations applicable to foreign corporations de- — siring to do business in this state and all contracts which could be made by any association incorporated hereunder, made by or with such associations shall be legal and valid and enforceable in this state with all of the remedies set forth in this act. (110 v. 100, § 24.) Section 10186-25. (Association organized under prior © laws. Contracts validated.) Any association, organized un- der previously existing statutes, may, by a majority vote of its members, be brought under the provisions of this act by limiting its membership and adopting the other restrictions as provided herein. It shall make out in duplicate a state- — ment signed and sworn to by its directors to the effect that — the association has, ‘by a majority vote of the members, de-— cided to accept the benefits and be bound by the provisions ~ of this act and has authorized all changes accordingly. — Articles of incorporation shall be filed as required in see- tion 8, except that they shall be signed by the members of — the then board of directors. The filing fee shall be the same as for filing an amendment to articles of incorporation. (a) Where any association may be incorporated under this act, all contracts heretofore made by or on behalf of same by the promoters thereof in anticipation of such asso- — ciation becoming incorporated under the laws of this state, — whether such contracts be made by or in the name of some corporation organized elsewhere, and when same would — have been valid if entered into subsequent to the passage of — this act, are hereby validated as if made after the passage — of this act. (110 v. 100, § 25.) Section 10186-26. (Not in ‘‘restraint of trade.’’) No association otganized hereunder and complying with the terms hereof shall be deemed a conspiracy or a combination — in restraint of trade or an illegal monopoly; or an attempt — to lessen competition or to fix prices arbitrarily nor shall — the marketing contracts and agreements between the asso- ciation and ‘its members or any agreements authorized in this act be considered illegal as such or in unlawful re- straint of trade or as part of a conspiracy or combination to accomplish an improper or illegal purpose. (110 «vs 100558 § 26.) 2099 MISCELLANEOUS COMPANIES. G. C. § 10188 Section 10186-27. (Separate sections.) If any section of this act [G. C. §§ 10186-1 to 10186-30} shall be declared un- constitutional for any reason, the remainder of this act shall not be effected thereby. (110 v. 100, §27; 108 (Pt. 2) v. 1250, § 20.) Section 10186-28. (General corporation laws apply here- to.) The provisions of the general corporation laws of this state and all powers and rights thereunder, shall apply to the association organized hereunder, except where such pro- visions are in conflict with or inconsistent with the express provisions of this act. (110 v. 101, § 28.) Section 10186-29. (Annual fees.) Each association or- ganized hereunder shall pay into the state treasury an an- nual fee of ten ($10) dollars only, in lieu of all franchise or license or corporation or taxes or charges upon reserves held by it for members. (110 v. 101, § 29; 109 v. 52, § 8.) Section 10186-30. (Incorporation and amendment fees.) For filing articles of incorporation, an association organized hereunder shall pay to the secretary of state ten dollars; and for filing an amendment to the articles, five dollars. (110 v. 101, § 80; 108 (Pt. 2) v. 1250, § 19.) PARK AND MEMORIAL. Section 10187. (Associations may purchase battlefield or memorial sites.) Any incorporated association, having for its purpose the preservation of public parks and memorial sites, may acquire and hold in perpetuity for memorial purposes for the free use and benefit of the public, any real estate in this state, which has been, or may be, the site or scene of any battle, or other engagement, in behalf of, or in defense of, the government of the United States or of this state, or which has been used or set apart for the burial of American soldiers. (April 19, 1904, 97 v. 97, Shp RS. § 3870-1.) Section 10188. (When may condemn property.) Such association may improve such real estate so held by it, and prescribe reasonable regulations for the use thereof by the public. In the event that such association and any owner or owners of the real estate, sought to be acquired by it, are unable to agree upon the price to be paid therefor, the asso- ciation may acquire it by proceedings in a proper court, 1 G. C. § 10191 OHIO PRIVATE CORPORATIONS. 2100 the manner provided by law for the appropriation of private property by a municipal corporation of this state. (R. Ss. Sec, 3870-1; April 19, 1904, 97 v. 97, § 1.) CHARITY. Section 10189. (Homes for aged and indigent women.) Corporations designated as the widows’ home, and asylum for aged and indigent women, in addition to the estates, real, personal, or mixed, which they are otherwise allowed by law to hold, may take by purchase, gift, or devise, and hold, use, dispose of, and convey, in all lawful ways, any estate, real, personal, or mixed, convenient or necessary for the use of the corporation, or for the investment of its funds. No part of such estate, nor of the income thereof, shall be used for any purpose or business other than in providing a suitable asylum, the support and maintenance — thereof, and the support and maintenance of such aged and © indigent women as are admitted into it under the by-laws ~ thereof. (R. S. Sec. 3881; February 97, 1878, 75 v. 14, §1.) See also §§ 9972 to 9977. Section 10190. (Contract for care and maintenance of in-— digent, aged or infirm deaf and dumb.) Any incorporated association organized for the purpose of providing a home for deaf and dumb persons may enter into a contract with © the board of county infirmary directors of any county, or ~ with the proper officers of any corporation infirmary, for — the care and maintenance at such home of any deaf and dumb person who may be an inmate of such county or cor- poration infirmary, or who, under the laws of the state. may — be entitled to admission thereto. In every such ease the — county or corporation infirmary, during the period the per- ; gon remains in such home, shall pay to the association, an- — unally, a sum equal to the per capita cost of maintaining © inmates in the county or corporation infirmary. (Ri See See, 3881-1; April 16, 1900, 94 v. 369, §1; April 22, 1898, 93 y. 212; April 27, 1896, 92 v. 419.) P Section 10191. (State board of charities may order re-— moval of such persons to home’) When any deaf and dumb person is maintained in a county or corporation in: — firmary in this state, who, in the judgment of the board of © state charities, should be removed to a home organized un- der the preceding section, such board may order the re-— moval of the person from the infirmary to the home. When — 2101 MISCELLANEOUS COMPANIES. G. C. § 10193 such person is removed on the order of the board from an infirmary to the home, then the transportation of the person to the home and his or her maintenance shall be paid by the infirmary directors of the county infirmary or the proper officers of the corporation infirmary as provided in the pre- ceding section. (R. S. Sec. 3881-1; April 16, 1900, 94 v. 369, §1; April 22, 1898, 93 v. 212; April 27, 1896, 92 v. 419.) Section 10192. (Companies for protecting and preserving dead bodies.) Any association organized for the purpose of preserving and protecting bodies of deceased persons before burial may purchase, or take by devise or gift, hold, and convey real estate, not exceeding one acre of land, and erect thereon suitable buildings, construct and main- tain vaults, and such other applicances as are necessary <0 carry out its objects. Such property shall be exempt from execution, from taxation, and from being appropriated to any other public purpose, if used exclusively for the purpose herein described. (R. S. Sec. 3884; R. S. of 1880.) ENTERTAINMENT. Section 10193. (Powers of museum, park and rink com- panies.) When a corporation organized for the purpose of constructing and conducting a museum for the exhibition and preservation of works of nature and art, and for in- struction in connection therewith, or a public hall. of any kind, or a park, pond or rink for skating or other lawful sports, or for holding fairs, festivals, public meetings, con- certs or lawful entertainments of any kind, provides in its articles of incorporation that its buildings or a designated part thereof, shall be devoted to the use of the public for all purposes set forth therein, free from cost, charge or expense except such as are necessary to provide the means to keep the buildings, or part thereof and its grounds in proper condition and repair, and to pay the cost of insur- ance, care, management and attendance, so that the public may have the benefit thereof for the uses set forth in its articles at as little expense as possible, that no stockholder, subscriber, trustee, director or member shall receive any compensation, gain or profit from the corporation for such public use of its buildings or part thereof, the authorities of any city, village or eounty in which the corporation is located, may appropriate to such use and grant the right to such corporation to erect and perpetually maintain its G. C. § 10196 OHIO PRIVATE CORPORATIONS. 2102 buildings on any of the parks, lands, lots or grounds which, or the use of which belong to or are subject to the control of such city, village, county, or the authorities thereof, and to control them on terms and conditions which may be agreed upon between the publie authorities and the cor- poration. In every such case the publie authorities and corporation may agree that additional trustees of the cor- poration may be appointed by such public authorities, and upon the number thereof and the method of their appoint- ment. They also may agree that any officer or officers of such city, village or county to be designated by them ex- officio may act as trustees. (R. S. See. 3868; April 12, 1881, 78 v. 127; R. S. 1880; February 12, 1876, 73 v. 8, §1; March 8, 1872, 69 v. 20, § 1.) A corporation organized for ‘‘musical, artistic and gymnastic purposes’? which owns a building where societies meet for such pur- poses, but no part of which is rented, is not a real estate corpora- tion. Becker v. Germannia Hall, 22 C. C. n. s. 395 (1908), Power to own stock in other corporations, § 10196. Section 10194. (May provide for reversion of stock, etc.) Such corporation may provide in its organization a limit as to the number of shares which each stockholder can own, the conditions on which the shares may be held or trans- ferred, and for the reversion thereof to the corporation in case of the death or disqualification of a stockholder. (R. S. See. 3869; February 12, 1876, 73 v. 8, § 2.) Section 10195. (Penalties for trespasses upon property.) Whoever breaks, throws down, or injures any gate, fence, inclosure, embankment, or erection of any kind, upon the ground of any such corporation, or forcibly or fraudulent- ly passes such gate, or over such fence, or into such inclo- sure or building, without having paid the charge demanded for entry therein, for each offense, shall forfeit to the party injured the sum of twenty-five dollars, in addition to the damages resulting from such wrongful act. (Rh. 5S... See; 3870; April 5, 1867, 64 v. 182, § 7.) Section 10196. (Certain companies may purchase or own stock in other companies.) When an incorporated company organized under the laws of this state, and having a capital stock including museum, park, pond or rink companies, is organized for the purpose of erecting and maintaining a building, any part of which is intended for or to be oe- cupied by two or more incorporated companies not having a capital stock, including religious, scientific, and bene- 2103 MISCELLANEOUS COMPANIES. G. C. § 10198-1 ficial associations heretofore incorporated, as a lodge-room, chapel, or regular place of meeting for their members, such incorporated companies, societies or benevolent associations may each subscribe for, purchase or become the owner or owners, by donation or otherwise, of the whole or part of the capital stock of such incorporated company organized for the purpose of erecting and maintaining such building. (R. S. See. 3631-8; April 18, 1883, 80 v. 177, § 1.) Section 10197. (Liable in corporate capacity same as in- dividuals.) Each of such incorporated companies, societies and associations shall be liable in its corporate capacity for and on their respective shares of the capital stock so sub- scribed, purchased, and owned by it the same es if the stock were held and owned by an individual. (Rio 8. See. 3631-9; April 18, 1883, 80 v. 177, § 2.) Section 10198. (When and how directors elected.) When two or more or such: incorporated companies, societies, or benevolent associations subscribe for, purchase or own all the eapital stock of such incorporated company organized for the purpose of erecting and maintaining such building, each of the incorporated companies, societies or benevo- lent associations, shall elect three members of its company, society or association to act as directors of the company as soon as all the stock is subscribed and ten per cent is paid, and thereafter at its first stated meeting in January of each year, elect three such directors. The directors so elected and their successors in office shall comprise the board of directors of the company, and have all the powers conferred by law on the directors of incorporated companies having a capital stock. The directors need not be the own- ers or holders of capital stock in such corporation. (R. S. See, 3631-10; April 18, 1883, 80 v. 177, § 3.) Section 10198-1. (Acquisition of prehistoric monuments and sites.) Any incorporated association or society main- tained by and operating for and on behalf of the state of Ohio, having for its purpose the preservation of prehistoric monuments or the exploration or examination of such pre- historie monuments with the view of collecting and preserv- ing all relics or artifacts found in such monuments, for educational and scientific purposes and for the use and benefits of the public by being permanently placed in a state museum, may acquire and hold any real estate in the state of Ohio which is the site of an prehistoric mound, earth or stone works, or prehistoric village site. In the G. C. § 10201 OHIO PRIVATE CORPORATIONS. 2104 event that such incorporated association or society seek- ing to acquire such real estate and any owner of such real estate sought to be acquired are unable to agree upon the price to be paid for acquiring or holding of the real estate desired, such association or society may acquire such. real estate by proceedings in a proper court in the manner pro- — vided by law for the appropriation of private property by a municipal corporation of this state. (May 2, 1913, 103 v. 262.) CRIMES. Section 10199. (Township society for detection and ar- rest of horse-thieves and criminals.) When natural persons of a township form a society for the detection and arrest of horse thieves and other criminals, and for mutual pro- tection of the property of its members, such society may become a body corporate in the manner prescribed in section ninety-nine hundred and eleven, with the right to levy and collect, by suit, if necessary, assessments not exceeding three dollars annually from each member as may be re- quired to carry out the objects of the society, and to make for it needful rules and regulations not in conflict with law. (R. S. See. 3709a; February 10, 1885, 82 v. 63.) Whether the word ‘‘police’’ or ‘‘special police’’, in the name of a corporation organized under this section: or § 10200, would be likely to mislead the public, is a question for decision by the secretary of state under § 8628. Rep. Atty. Gen, 1912, p. 55. Section 10200. (Corporations for the apprehension and conviction of criminals.) Any number of persons, not less than fifteen, a majority of whom must be residents of this state, may become incorporated for the purpose of appre- hending and convicting any person or persons’ accuse of either a felony or misdemeanor. (R. 8S. Sec. 3705-11; April 29, 1902, 95 v. 299, §1; March 21, 1887, 84 v. 169.) Sections 10200 et seq. do not authorized the organization of a corporation for the purpose of enabling its members to exercise police powers and eolleet rewards for the apprehension of criminals. Opins. Atty. Gen. 1915, p, 2505, A corporation organized under the general corporation law can not, by amendment, acquire the powers of a corporation authorized by this section. Rep. Atty. Gen. 1908-1909, p. 71. Section 10201. (Election of officers; by-laws.) An. asso- ciation so incorporated may make and use a common seal with the name of the corporation thereon. A majority of 2105 MISCELLANEOUS. COMPANIES. G. C. § 10205 its members may adopt a constitution and by-laws for their government, and elect or appoint such officers as they deem proper, who shall hold their offices during the term pro- vided, by the constitution and by-laws, and perform the duties thereby, and also by law required of them. The pre- siding officer of such an association may administer the proper oaths of office to any of its officers or members, and certify the appointment or election thereof under its seal. (R. S. See. 3705-12; April 29, 1902,.95. v. 299; April 28, 1890, 87 vy. 339; March 21, 1887, 84 v. 169.) Section 10202. (Deputies.) Such presiding officer may appoint deputies, not exceeding one in each township, in a county or counties where the corporation is located, who may administer an oath of office or membership, and certify the appointment or election thereof, which shall be valid when approved by the presiding officer under the seal of the corporation. (R. 8. Sec. 3705-12; April 29, 1902, 95 v. 299; April 28, 1890, 87 v. 339; March 21, 1887, 84 v. 169.) Section 10203. (May arrest without a warrant.) The officers and members of the association upon the proper cer- tificate of the presiding officer thereof, when so elected or appointed, if a felony has been committed, may pursue and without warrant arrest any person whom they believe or have reasonable cause to believe guilty of the offense, and arrest and detain the alleged criminal in any county of the state to which he fled, and return him to any officer of the county wherein the offense was committed, and there detain him until a legal warrant can be obtained for his arrest. (R. S. See. 3705-12; April 99, 1902, 95 v. 299; April 28, 1890, 87 v. 339; March 21, 1887, 84 v. 169.) Section 10204. (May obtain a warrant.) An officer or member of such an association, under such certificate of authority may apply for and obtain a warrant for the arrest of a person accused of felony or misdemeanor, which shall be igsued to him by any justice of the peace or police magis- trate of a city or village under the same conditions as war- rants are issued to constables. Under such warrant he shall have the same power to arrest and detain offenders as 1s vested in constables. (R. S. Sec. 3705-12; April 29, 1902, 95 v. 299; April 28, 1890, 87 v. 339; March 21, 1887, 84 v. 169.) | Section 10205. (Assessments.) Such an association may make and collect from its members, assessments authorized G. G. § 10208 OHIO PRIVATE CORPORATIONS. 2106 — by its constitution or by-laws, and if so provided in its con- ; stitution, also may indemnify its members for losses caused — by horse thieves or other felons, and expend such moneys as are deemed necessary in the pursuit, arrest, and to pro- cure the conviction of felons. (R. S. See. 3705-13; April 29, 1902, 95 v. 299; April 28, 1890, 87 v. 340; March 21, 1887, — 84 v. 169.) Section 10206. (Reimbursement of expenses by county.) Upon the apprehension and conviction of a person charged with felony by such an association, the commissioners of © the county in which the crime was committed, may reim- burse it in any sum not above one hundred dollars, for necessary expenses, not otherwise provided for by law, In- — curred in the apprehension and conviction of such criminal. Upon the apprehension and conviction by the association of — a person accused of misdemeanor, the commissioners of the county in which the crime was committed may reimburse it in any sum not above seventy-five dollars for necessary eX- penses incurred, not otherwise provided for by law, in the © apprehension and conviction of such criminal. (R. S. See. — 3705-14, April 29, 1902, 95 v. 300; April 28, 1890, 87 v. 340; March 21, 1887, 84 v. 169.) OTHER COMPANIES. Section 10207. (Dock companies.) A company organized | for the purpose of constructing and establishing docks in and adjacent to any of the navigable waters in or border- ing upon this state, may construct or purchase any dock or docks, and erect thereon any structure suitable for re- ceiving, storing, and delivering produce, and goods of what- ever description, repair and protect such dock or. docks and structures, and sell them in the manner prescribed by the by-laws of the company. (R. S. See. 3840; March 16, 1865, 62 v. 48, § 4.) Section 10208. (Ferry companies.) A corporation or- eanized for the purpose of carrying on the ferry business — on any of the water-courses In this state, ‘or bordering there-— on, may build, purchase, and hold steam ferry-boats, and- other vessels and floats, real estate, landings, wharves, docks, and other property, in this state or elsewhere, prop- er to carry on its business, buy or lease, and use, let, or otherwise dispose of them, or any part thereof, in such man- — ner as it deems advisable, carry on the ferry business at 2107 MISCELLANEOUS COMPANIES. G. C. § 10210 the place named in its articles of incorporation, transport persons and property, and receive such compensation therefor as may be lawful. It shall be governed by the laws that govern natural persons in such employments. (R. S. See. 3849; April 11, 1865, 62 v. 114; § 4.) The state has no power to fix ferry rates over a navigable stream from a point in another state. Bellaire v. Ferry Co., 105 O. 8. 247 (1922). Section 10209. (Fruit companies.) Any company or- ganized for the purpose of: cultivating, canning, shipping, and dealing in fruit, may purchase, hold, and convey real and personal property for the purpose of conducting and carrying out the objects of the company, and hold it with- out the state. (R. S. See. 3883; R. S. of 1880.) Section 10210. (Certain corporations may purchase or lease real estate.) A corporation organized for the purpose of constructing and maintaining .buildings to be used for hotels, store-rooms, offices, warehouses, and factories, may acquire by purchase or lease, and hold, use, mortgage and lease all such real estate or personal property as is neces- sary, for such purpose. But no such corporation shall ac- quire or mortgage any real or leasehold estate, or lease it for a period exceeding, with all privileges of renewal, the term of five years, without the consent of the holders of two-thirds of the stock, obtained at a meeting called for that purpose, written notice of which was given to each stockholder, either personally, or deposited in the post- office, properly addressed and duly stamped, not less than ten days before the day fixed for such meeting. Nothing herein shall authorize corporations to buy and sell, or to deal in real estate for profit. (R. S. See. 3884a; April 15, 1889, 86 v. 375, 376.) Real estate companies, see §§ 8648, 8650. A corporation organized. under this section can not amend its articles of incorporation so as to acquire power of dealing generally in real estate. Rep. Atty. Gen. 1906-1907, p. 66. Nor can a real estate company, by amendment, acquire the powers conferred by this section. Rep. Atty. Gen. 1908-1909, p. 79; Rep. Atty. Gen. 1911-1912, p. 68. ; A manufacturing corporation can not, by amendment, acquire the powers conferred by this section. Rep. Atty. Gen. 1908-1909, p. 70. A construction company can not acquire the power to own hotel buildings. Such power is not given by this section. Rep. Atty. Gen. 1910-1911, p. 232. ao This section does not authorize a building company to engage 1n a general rental business. Rep. Atty. Gen. 1911-1912, p. 62. G. C. § 10212 OHIO PRIVATE CORPORATIONS. 2108 : A building company which, as an incident: to its business, fur- nishes electric current to tenants for light and power purposes, mak- ing a separate charge therefor, is a public utility. Rep. Atty. Gen. 1913, pp. 575, 545. A corporation can not be formed to (a) acquire and maintain build- ings; (b) manage and rent buildings and (c) do a general contracting business. Rep. Atty. Gen. 1911-1912, p. 62. Section 10211. (Stock-yard companies.) A company in- corporated for the purpose of purchasing or leasing real estate, and erecting thereon pens and buildings for the safe-keeping of live stock intrusted to it on sale, may lease or purchase, and operate the portion of any railroad lead- ing to or connected with its stock-yards as is necessary for the convenient dispatch of: its business. The number of miles so leased or purchased shall not exceed thirty, and the lease or purchase shall not be made without the consent of the holders of a majority of the stock in such company, and in the company leasing or selling the railroad. (R. 8. Sec. 3876; April 3, 1876, 73 v. 162, § 3.) Section 10212. (Consolidation of public service com- panies.) Any two or more electric lighting companies, na- tural or artificial gas companies, gas light or coke com- panies, companies for supplying water for publie or private consumption; or any electric light and power company and any water company; or any heating company and any in- eline, movable or rolling road company; doing business in the same municipal corporation or which are incorporated and organized for the purpose of doing business in the same municipal corporation may consolidate into a single corporation in the manner and with the same effect as is provided for the consolidation of railroad companies. (R. S. See. 2485a; April 23, 1904, 97 v. 281; April 16, 1900, 94 vi 315.) This section does not authorize a corporation, formed to furnish gas, electricity, heat, power, light and water, to add to its corporate purposes that of manufacturing and dealing in ice and the doing of a refrigerating and storage business, Rep. Atty. Gen. 1914, p. 1107. 2109 JUSTICE CODE PROVISIONS. G. C. § 10239 PART XXIV. ; JUSTICE OF THE PEACE CODE PROVISIONS. 10238. Service on corporations. § 10242. Summons issued to sheriff 10239. Suits against railroad § 10243. Insurance company, company. § 10244. Foreign corporation. 10240. Process. § 10253. Affidavit for atttachment. 10241. Service of process. § 10266. Service. Section 10238. (Service on corporations.) Except as hereinafter specially provided, a summons against a corpora- tion may be served upon the president, mayor, chairman of the board of directors or trustees, or other chief officer; or, if its chief officer is not found in the county, upon its cashier, treasurer, secretary, clerk, or managing agent; or, if none of such officers can be found, by a copy left at the office, or usual place of business of such corporation, with the person having charge thereof. But if the defendant be an incorporated river transportation company, whether or- ganized under the laws of this or another state, the service of a summons may be upon the master or other chief officer of any of its steamboats or other craft, or upon any of its authorized ticket or freight agents, at any port where it transacts business. (R. 8. Sec. 6477; March 14, 1853/61 -°v. 179; 8:15; 8.'& C. Ti4,) Service on corporation in other courts, see § 11288. Where service is made on a secretary or managing agent it should affirmatively appear in the return that no chief officer could be found. Rosenham v. Cohen & Mack, 13 C. C. n. s. 102 (1910). See also note to § 11288. f 4 This section was held not to apply to an attachment suit against a foreign railroad company. Mo. Pac. Ry. Co. v. Baum, 7 N. P. n. 8. 265 (C. P. 1908) ; affirmed, 12 C. G. n. s. 271; 22 C. D. 505; 81 O. S. 386. Section 10239. (Suits against railroad company.) Suit may be brought before a justice of the peace against a rail- road company, in the township in which the president of the company resides, or in a township into or through which the road owned or leased by such company is located, whether such company be foreign or created under the laws of this state, and whether the charter thereof prescribed the place where suit must be brought against it, or the manner or place of service of process thereon, or not. (R. G. C. § 10241 OHIO PRIVATE CORPORATIONS. 2110 S. Sec. 6478; March 21, 1850, 48 v. 52, §1; March 31, 1866, 63 v. 63, §§ 2, 3; April 30, 1868, 65 v. 116, § 66; R. S. 1880.) Service on railroad companies in other courts, see § 11288. Service on a railroad company in an action before a justice of the peace|should be made under this section. The mode provided in this sec- tion is exclusive. North v. Railroad, 10 O. S. 548 (1860). Sections 10239 to 10242 do not apply to proceedings in attachment before a justice of the peace, and a justice may acquire jurisdiction in attachment against a foreign railroad corporation by levy, and publication of notice as provided in G. C. § 10263. : Railway Co. v. Baum, 81 O. 8. 386 (1910); affirming, 12 C. ©, n. s., 271; 22 OC. D. 505; 7 N. P. n. s. 265; overruling, Squire v. Rail- way, 1 C. C. n. s. 354; 15 C. D230. Sections 10239 to 10242 do not apply to street railway companies. Greene v. Street Railroad Co., 62 O. 8S. 67 (1900). vi f Section 10240. (Process.) If the principal business of- | fice of such company is not kept in the township in which suit is brought, the justice of the peace shall issue a sum- mons against it, directed to any constable in the township in which the suit is brought. (R. S. Sec. 6478; March 21,49 1850, 48 v. 52, §1; March 31, 1866, 63 v. 63, §§ 2, 3; April,” 1868, 65 v. 116, § 66; R. S. 1880.) : Section 10241. (Service of process.) On receipt of such summons the constable forthwith shall serve it personally — upon the president of such.company, if he be a resident of the county in which suit is brought, or by leaving a certi-. fied copy at his place of business, if it is within the county. — If the president of the company is not a resident of, or has — no place of business within the county in which the suit is brought, the constable having such summons may serve it personally upon the person haying charge of a ticket office or a freight depot, owned by or under the control of the company, and situated within the county where suit is brought. When the summons is served on either of the last described persons, it shall be done at least eight days prior to trial. When served upon the president, it may be served +n accordance with the law for serving. summons issued by ~ justices of the peace. (R. S. See. 6478; March 21, 1850, 48 — v. 52, §1; March 31, 1866, 63 v. 68, §§ 2, 3; April 30, 1868, a8 65 v. 116, §66; R. S. 1880.) a See § 11288 and notes. tu To show good service of summons on a ticket agent under this section, it must appear affirmatively that the president of the company is not @ resident of the county in which suit is brought, and has no place of ~ business therein, and also that such agent is a person having charge of at ticket office or of a freight depot owned by or under the control of such | 2111 JUSTICE CODE PROVISIONS. G. C. § 10253 company, and that such ticket office or freight depot is situated within the county where such suit is brought. Jones v. Railway Co., 20 OC. C. 63; 10 C. D. 789 (1900). Section 10242. (Summons issued to sheriff.) When the president of such company does not reside, and there is no such officer or depot in the county, then the justice of the peace shall issue a summons directed to the sheriff of the county where the principal business office of the company is located, with an indorsement on the back of the writ, of the name of the postoffice to which it shall be returned. Upon the receipt of the writ, the sheriff shall forthwith serve it personally upon the president, if found, or by leav- ing a copy at the business office of such company with the person having charge thereof, and immediately return the writ to the justice issuing it, by mail, directed to the post- office named on its back. (R. S. Sec. 6478; March 21, 1850, 48 v. 52, §1; March 31, 1866, 63 v. 63, §§ 2, 3; April 30, 1868, 65 v. 116, § 66; R. S. 1880.) Section 10243. (Insurance company.) When the defend- ant is an incorporated insurance company, and the action is brought in a county wherein it has an agency, the service may be upon the. chief officer of such agency. (R. 8. Sec. 6479; March 14, 1853, 51 v. 179, §16; S. & C. 744.) See § 11289. Section 10244. (Foreign corporation.) When the de- fendant is a foreign corporation, having a managing agent in this state, the service may be upon such agent. (RK. BS. See. 6480; March 14, 1853, 51 v. 179, §17; 8. & C. 774.) See also § 11290 and note. The return of service on a managing agent should show that the person served is such agent in this state. Rosenham v. Cohen & Mack, 13 C. C. n. s. 102 (1910). ATTACHMENT. Section 10253. (Affidavit for attachment.) Except as hereinafter provided, the plaintiff shall have an order of at- tachment against property of the defendant in a civil action before a justice of the peace for the recovery of money, before or after its commencement, when there is filed in his office an affidavit of the plaintiff, his agent or attorney, show- ing the nature of the claim, that it is just, the amount the affiant believes the plaintiff ought to recover, and that the G. C. § 10253 OHIO PRIVATE CORPORATIONS. 21128 property sought to be attached is not exempt from execution. — If attachment of the personal earnings of the defendant be © sought, the affidavit also must state that he is not the head or support of a family nor in good faith the support 7 of a widowed mother wholly dependent upon him for sup- port; or that such earnings are not for services rendered — within three months before the action was begun, or that, if earned within that time, they amount to more than one — hundred and fifty dollars, and only the excess over that — sum is sought to be attached; or that the claim sued on is — for work, labor or necessaries, and, except in cases for such — claims, the existence of one or more of the following par- ticulars: 1. That the defendant, or one of several defendants, is . a corporation, having no officer upon whom a summons can © be served, or place of doing business in the county, or is a non-resident of the county. No proceedings in attach- ment shall be had to garnishee the salary or wages of an © employe of a railroad company, by reason of his non-resi- — dence, except before a justice or on account of his being © a non-resident of the county in which his liability was i- curred ; : 29. Has absconded with intent to defraud his creditors; 8. Has left the county of his residence to avoid the ser- vice of a summons; 4. So conceals himself that a summons can not be served — upon him; 5. Is about to remove his property, or a part thereof, — out of the county, with the intent to defraud his creditors; 6. Is about to convert his property, or a part thereof, into money, for the purpose of placing it beyond the reach of his creditors ; 7. Has property or rights of action which he conceals; — 8. Has assigned, removed, or disposed of, or is about © to assign, remove or dispose of his property, or a part thereof, with intent to defraud his ereditors; or 9. Fraudulently or criminally contracted the debt, or — incurred the obligation, for which suit is about to be or has — been brought. When the defendant is a corporation, having no officer in the county upon whom a summons can be served, or a place of doing business in the county, or is “am non-resident of the county, the attachment shall not be granted unless the claim is for a debt or demand arising upon contract, judgment or decree. No attachment shall issue by virtue of this chapter against the personal earnings of any defendant for services rendered by such defendant within three months before the commencement of the action ee 2118 JUSTICE CODE PROVISIONS. G. C. § 10266 or the issuing of the attachment, unless the defendant is not the head or support of a family, or unless the amount of such earnings exceeds one hundred and fifty dollars, and then only as to the excess over that amount, or unless the claim is one for necessaries, and then for only ten per cent of such personal earnings. (R. S. Sec. 6489; February 28, 1862, 59 v. 17, § 28; June 9, 1879, 76 v. 165, § 17; R. S. 1880; April 3, 1891, 88 v. 277; April 26, 1898, 93 v. 319; S. & C. 776; S. & S. 420.) Attachment in common pleas court, see § 11819. Exemption of licensed foreign corporations from attachment. See § 186. A domestic corporation may be proceeded against under this section on the ground that it is a non-resident of the county. Machine Co. v. Huston, 24 O. 8. 503 (1874). A domestic corporation may be proceeded against in attachment either as a corporation or as a non-resident of the county, but in either case the affidavit must show that the corporation has no officer in the county upon whom summons may be served, or no place of business within the county. Cartmel v. Wurlitzer, 5 N. P. n. s. 604; 18 L. D. 380 (C. P. 1907). A foreign corporation may be proceeded against in attachment before a justice of the peace the same as a domestic corporation, but the affidavit must show that the corporation has no officer in the county on whom sum- mons may be served, or no place of doing business within the county. Cartmel v. Wurlitzer, 5 N. P. n. s. 604; 18 L. Da3804(Cs.P; LOOd)r. A foreign railroad company is not exempted from attachment under this section by the provisions of § 10239. Railway Co. v. Baum, 81 O. 8. 386 (1910) ; affirming, 12 C. C. n. s. 276; 22 C. D. 505; 7 N. P. n. s. 265. An affidavit which alleges that the defendant corporation is a non- resident of the county is not defective because it does not aver non- compliance with foreign corporation laws. Rosenham Co. v. Cohen & Mack, 13 C. C. n. 8, 102 (1910). In common pleas court, however, non-compliance must be set forth in the affidavit. See notes to §§11819 and 186. An attachment will lie against a foreign corporation for money lost in gambling. Harlan v. Investment Co., 11 N. P. n. 8. 492 (1911). Attachment without bond against non-resident for damages from purchase of stock induced by fraudulent representations. See Hart v. Andrews, 103 O. S, 218 (1921). “Under an earlier form of this section it was held that the words “foreign corporation” did not include a domestic corporation. Boley v. Trust Co., 12 O. S. 139 (1861). Section 10266. (Service.) If the garnishee is a person, the ‘copy of the order and notice shall be served upon him personally, or left at his usual place of residence. If a partnership is garnisheed by its company name, they shall be left at its usual place of doing business, or be served per- sonally on one of its members; and if a corporation, they shall be left with the president or other principal officer, or its secretary, cashier, or managing agent. If such cor- G. C. § 10266 OHIO PRIVATE CORPORATIONS. | 2114 poration is a railroad company, they may be left with any regular ticket or freight agent thereof in the county. (R. S. Sec. 6499; May 4, 1885, 82 v. 261; R. S. 1880; March 14, 1858, 51 v. 179, § 38; S. & S. 778.) ' See § 11833. A return of service upon the ‘‘agent’’ of the corporation has been held valid, although the better practice is to strictly follow the statute. Parkinson v. Crawford, 13 N. P. n. s. 73 (1912). 2115. - APPROPRIATION OF PROPERTY. G.C. § 11038 PART XXV. APPROPRIATION OF PROPERTY. § 11038. Appropriation of private § 11065. Corporation may pay property. judgment and enter on §11039. When appropriations property. made. § 11066. Proceedings in the com- § 11040. Appropriation of property mon pleas on error. of minor, idiot, imbecile § 11067. How school land appro- or insane person. priated. § 11041. Notice to ward. § 11068. When proceedings to ap- § 11042. Petition for appropriation. propriate be commenced § 11043. The county petition to be in common pleas. filed in. § 11069. Procedure in common pleas § 11044. Summons. court. § 11045. Service by publication. § 11070. When corporations’ en- § 11046. Jurisdictional questions. titled to possession. § 11047. Jurors. § 11071. When court to appoint § 11048. Who entitled to a separate attorney. trial, and conduct of § 11072. Conflicting claims. trial. § 11073. To be adjudicated in the § 11049. Amendments. common pleas. §11050. Time of trial, adjourn- § 11074. Custody of the funds. ments, and discharge of § 11075. Such proceeeding a civil juries. action. § 11051. How panel filled. § 11076. Condemnation of unfin- § 11052. Peremptory challenges. ished road-bed. § 11053. The oath of jury. § 11077. Construction of terms. § 11054. The form of writ to sher- §11078. Proceedings. iff. § 11079. Where action to be begun. §11055. Judge must deliver cer- § 11080. Error. tain copies to sheriff. 11081. Statement of intention. '$11056. Witnesses examined before § 11082. Failure to occupy road- jury. bed for one year. § 11057. When a structure is partly § 11083. Interpretation of wor da on land to be appropri- “road-bed.” ated. § 11084. Proceedings when land is § 11058. Verdict. held without agreement. § 11059. When and how corpora- § 11085. Demand of written state- tion may have possession. ment describing the land § 11060. When and how corporation occupied without appro- may abandon proceeding. priation. § 11061. Action for costs and ex- § 11086. Summons. penses. § 11087. Judgment and execution. §11062. New trial, proceedings § 11088. Injunction may issue thereon. against corporation. § 110638. Bills of exceptions. § 11089. Fees. { $ 11064. Petition in error. § 11090. When costs apportioned. § 11091. When this chapter does not apply. Section 11038. . (Appropriation of private property.) Ap- propriation of private property by corporations must be made according to the provisions of this chapter. (R. S. Sec. 6414; April 23, 1872, 69 v. 88, §1.) Power of various companies to appropriate property. Railroad companies, §§ 8759, 8760, 8763 to 8768. Street and interurban railways, §§ 9108 to 9111, 9118-2, 9119. Foreign corporations, § 9090. hte Application of chapter to appropriations by municipal and other publie corporations. e. C. § 11039 OHIO PRIVATE CORPORATIONS. 2116 | See § 11091. Railway Co. v. Greenville, 69 O. S. 492 (1903). Cincinnati v. Lohman, 10 C. C. n. s. 119; 20 C. D. 92. Purposes for which property may be appropriated. See note to § 8759. An appropriation proceeding is not a civil action but a special pro- ceeding. Railroad v. Tod, 72 0. S. 166 (1905). Constitutionality. This act is valid under article 4; §8 of the con- stitution. : Giesy v. Cincinnati, ete., R. Co., 4 O. 8. 308 (1854). See Railroad Co. v. O’Harra, 48 O. S. 343 (1891). A corporation which has instituted appropriation proceedings under this chapter is estopped from denying the constitutionality of any sec- tion thereof. Wiler v. Logan, etc., Co., 6 C. C. n. s. 206; 17 C. D. 257 (1904) ; (aff’d, 72 O. S. 628 for failure to file petition in error in time). Eminent domain defined. The right of eminent domain is the right to take private property for public use. Railroad yv. Railroad, 72 0. S. 880 (1905). Power of eminent domain vested in general assembly. Power of courts. The constitution does not confer the power of eminent domain but prescribes modes for and limitations upon its exercise. The power is lodged with the general assembly, and may be exercised directly or indirectly, without the intervention of courts, except for determining the amount of compensation. Courts possess power to determine its proper limits and to prevent abuses in its exercise. Giesy v. Cincinnati, ete., R. Co., 4 O. 8. 308 (1854). Whether or not the use is public is a judicial question. The use being public the right is absolute in the general assembly, unless re- stricted by the constitution, and it is entirely in its discretion whether it is necessary to take property for such use, that is, whether the public _ welfare requires or will be promoted by such use. Railroad v. Railroad, 72 O. 8S. 380 (1905). Statutes strictly construed. Statutes conferring the power of eminent domain are strictly construed. Platt v. Penna. Co., 43 O. 8S. 228, 244 (1885). Railway Co. v. South, 78 O. S. 10 (1908). See note to § 8759. Section 11039. (When appropriations made.) Appro- priations can be made only when the corporation is unable to agree with the owner, or his guardian or trustee, as to the compensation to be paid for the property, or easement or interest therein, sought to be appropriated, or when the owner is incapable of contracting in person or by agent, and has no guardian or trustee, or is unknown, or his residence is beyond the state, or ,»unknown. (R. 8S. See. 6415; May 4, 1891, 88 v: 555; R. S. 1880; April 23, 1872, 69 v. 88, § 2.) Proof of inability to agree. § 11046 and note. Where property is jointly owned by several persons an effort should be made to agree with each owner, unless his residence is beyond the state or unknown. f 2117 - APPROPRIATION OF PROPERTY. G.C. § 11042 Cincinnati, etc., R. v. Murray, 1 N. P. n. s. 301; 48 Bull. 877 (Ins. Ct. 1903). A guardian of minors can not grant a right of way by deed without authority from the probate court. State v. Commissioners, 39 O. 8. 58 (1883). See §$ 11040, 11041. It is proper, but not necessary, to aver in the petition in an appropria- tion proceeding that the parties are unable to agree. Railroad v. Tod, 72 O. S. 166 (1905). The rights of other lot owners, under restrictive agreements in the deeds of land through which the right of way passes is not an ‘Ceasement or interest’? therein, under this section. Vanetten v. Railway, 18 C. OC. n. s. 547 (1911); aff’d, no rep., 86 O. 8S. 323. Section 11040. (Appropriation of property of minor, idiot, imbecile or insane person.) Under this chapter, when the property of a minor, idiot, imbecile, or insane person, or any easement or interest therein, is sought to be appro- priated by a corporation and there is a legally appointed guardian of the person and estate or of the estates, or a trustee of such minor, idiot, imbecile, or Imsane person, and the guardian has agreed with the corporation upon the amount of compensation to be paid for such property, ease- ment, or interest therein, he may file with the probate court of the county wherein the property is situated, a written application for authority to convey the property or interest to such corporation. The application must fully describe the property, right, easement or interest therein, sought to be conveyed, and set out the price agreed. to be paid for it. (R. S. Sec. 6415a; May 4, 1891, 88 v. 554.) Section 11041. (Notice to ward.) The probate judge shall order the guardian to give such notice as he deems reasonable, to the ward, of the filing of the application, and of the time set for its hearing. At the time for the hearing, if the judge finds that notice was given as ordered of the time set therefor, that the price to be paid is just, and that such conveyance will be to the best interest of his ward, he shall order the guardian to make and execute a deed to the corporation for the property or interests upon the pay- ment of the price agreed upon by them. (R. 8. Sec. 6415a; May 4, 1891, 88 v. 554.) Section 11042. (Petition for appropriation.) In such a ease the corporation may file a petition with the probate judge, verified as in a civil action, containing a specific description of each parcel of property, interest, or right, within the county, sought to be appropriated, the work, if any, intended to be constructed thereon, the use to which G. C. § 11042 OHIO PRIVATE CORPORATIONS. — 2118 the property is to be applied, the necessity for the appro- priation, the name of the owner of each parcel, if known, or if not known, a statement of that fact, the names of all persons having or claiming an interest, legal or equit- able, in the property, so far as they can be ascertained, and a prayer for its appropriation. (R. 8. See. 6416; April” 23, 1872, 69 v. 88, §§ 2, 19.) Parties and pleading. A dummy corporation which does not in- tend to have any real or beneficial interest or use in the property can not maintain an appropriation proceeding. Cemetery Assn. v. Trac-— tion Co., 93 O. S..161 (1915). . One having an inchoate right of dower is neither a proper or necessary party. Long v. Long, 99 O. S. 330 (1919). A railway company seeking to appropriate property is the real — party in interest although its officers are also officers of another rail- — way company and its stock is largely owned by another company. Devou v. Cincinnati, ete., Co., 4 O. L. R. 3138; 19 C. D. 113 (1906). Mortgagees are necessary parties. j Harrison v. Sabina, 14 W. L. B. 27 (1885). ‘4 The purpose and necessity of the appropriation must be clearly alleged. Valley Ry. Co. v. Bohm, 34 0. 8. 114 (1877). The land must be described with certainty. Cleveland, etc., R. Co. v. Prentice, 13 O. 8. 373 (1862). ‘See Pittsburg, etc., R. Co. v. Perkins, 22 C. C. 630 (1888). It is proper Dut not necessary to aver that the corporation and owner q are unable to agree. ? Railroad vy. Tod, 72 O. S. 166 (1905). The petition need not set out the termini of the railroad, andy 4 need not allege that the property sought to be appropriated is the only property in the country which it is desired to dpprope aa 5 Realty Co. v. Railway, 18 C. C. n. s. 86 (1910); aff’d, no rep. 86 O. S. 364. 4 Only the allegations required by the statute need be made. Realty Co. v. Railway, 18 OC. C. n. s. 86 (1910); aff’d, no rep. 86 O. S. 364. @ Where the petition specifically describes the property sought to be — appropriated, no further written or record evidence of the line of the road ~ is essential to the right of the company to have compensation fixed. | Powers v. Hazelton, etc., Ry. Co., 33 O. 8S. 429 (1878). Whether the rules of code pleading are applicable to a petition to. f appropriate private property for public uses, filed under the statute, in the probate court, qwaere. In case of doubt, the judgment rendered in © such proceeding will not be reversed for failure to strictly observe such . rules. Toledo, ete., Ry. Co. v. Toledo, ete, Ry. Co., 6 C. C. 362; 3 C. D. 495 : aff’d, 50 0. S. 603. Pleadings after petition are not required. Cincinnati, etc., Ry. Co. v. Pfitzer, 1 Goebel 248 (1889). Railroad v. Tod, 79 O. 8. 166 (1905). Necessity. The necessity for the appropriation must be pleaded and proved. . Valley Ry. Co. v. Bohm, 34 O. S. 114 (1877). S. E. Ohio, etc., Co. v. Diamond, ete., Co., 51,W. L. B..421 (Prob, Cte The power of eminent domain is based upon public necessity, and can — only be exercised where such necessity exists, but this necessity relates rather to the nature of the property and the uses to which it is applied than to the exigencies of the particular case; and it is no objection to the — exercise of the power that lands, equally feasible, could be obtained by 4 purchase. 2119 APPROPRIATION OF PROPERTY. G.C. § 11042 Giesy v. Cincinnati, etc., R. Co., 4 O. S. 308 (1854). Toledo, etc., Ry. Co. v. Toledo, ete., Ry. Co., 6 C. C. 362, 389; 3 C. D. 493; aff’d, 50 O. S. 603. Powers v. Hazelton, etc., Ry. Co., 33 O. 8. 429 (1878). Bridge Co. v. Magruder, 63 O. .S. 455, 476 (1900). See note to § 11046. Quantity of land. Only that quantity of land which is necessary may be appropriated. Platt v. Penna. Co., 48 O. 8S. 228 (1885). Giesy v. Cincinnati, ete., R. Co., 4 O. S. 308 (1854). See Pittsburg, etc., R. Co. v. Perkins, 22 C. C. 630 (1888). The railroad company has primary discretion in determining what land is necessary; but the probate court has power under § 11046 to pre- vent abuse of such discretion. Railroad v. Railroad, 72 O. S. 368 (1905). Ohio, ete., R. Co. v. Hinkle, 1 N. P. 63; 1 L. D. 682 (1894). A railroad company can not, on motion, he required to appropriate more land than that described in the petition. Schaible v. L. S., etc., R. Co., 10 C. C. 334 (1895). Property subject to appropriation. Property already appropriated to public use. Property aJ- ready appropriated can not be taken for another public use which will wholly defeat or supersede the former use, unless power to make such second appropriation is granted expressly or by necessary implication. Railroad Co. v. Belle Center, 48 O. 8. 273 (1891). Little Miami, etc., h. Co. v. Dayton, 23 O. 8. 510 (1872). See 15 O. L. BR. 193 (article by A. H. Ronda). , Land already appropriated by a municipality and used as a public park may be appropriated by a railroad company. Colby v. Toledo, 22 C. C. 732; 12 C. D. 347 (1901) ; aff’d, 68 O. S. 698. Newton v. Mfgrs. Ry. Co., 115 Fed. 781 (C. C. A. 1902). Land held by a corporation, but not used or needed for the proper exercise of its franchises, may be appropriated. Railroad Co. v. Belle Center, 48 O. 8. 2738 (1891). Where additional burdens are imposed on the land, under the new use, the owner is entitled to compensation therefor. Hatch v. Railway Co., 18 O. S. 92 (1868). Vought v. Railroad Co., 58 O. S. 123 (1898) 5 aff'd, 176 U. S. 469. Newton v. Railway Co., 115 Fed. 781; 14 O. F. D. 156 (C. C. A. 1902). Hawkins v. Buckeye, ete., Co., 6 N. P. n. s. 553, 556; 16 L. D. 333 (C. P. 1905). ; : Appropriation of easement for elevated railroad track over public landing. See G. C. § 8767 and note. Appropriation of use of streets, etc., for tracks. See G. C. § 8764 et seq. f : Property in which a Catholic school, open to all children, is conducted may be appropriated by a railroad company. Cincinnati, ete.; R. Co. v. Murray, 1 N. P. n. 8s. (Ins. Ct. 1903). ‘ ; : In the opinion of the attorney general, an interurban railway is not empowered to appropriate land, the title to which is in the board Of education of a school district in trust for public school purposes. Opins. Atty. Gen. 1915, p. 775. —. Property of other railroad companies. Property of one rail- 301; 48 W. L. B. 877 G. C. § 11044 OHIO PRIVATE CORPORATIONS. 2120 | road company may be appropriated by another railroad company to fur- nish a crossing over such road. Railway v. Railway, 30 O. 8. 604. See §§ 8834, 8836. But a company seeking to appropriate land of another company, — longitudinally, must establish urgent necessity for the land. Where such ~ necessity is shown, and the other company does not require it for imme- diate use, and can arrange its tracks so as to avoid using it for a long period, the right to appropriate exists. 5 Railway Co. v. Railway Co., 2 N. P n.s 45; 49 O. L. B. 240 (Prob. Ct. 1903). ——. Property and rights of abutting owners in streets and highways. See note to § 8765. ——. Rights of lot owners under covenants restricting use of property. A railroad company may acquire lots in an allotment, and build a railroad thereon, although all of the lots are restricted by agree- ment to residence purposes only. Other lot owners can not enjoin the appropriation. Vanetten v. Railway, 18 C. C. n. s. 547 (1911); aff’d, no rep. 86 O. 8. 323. Nor can other lot owners recovers damages. Doan v. Railway, — 92 O. 8. 461 (1915); Ward v. Railway, 92 O. S. 471 (1915). Jurisdiction of probate court must be exercised in mode prescribed in this chapter. The probate court under this act has a special and limited jurisdiction, to be exercised in the cases and in the mode pre- scribed in the act; and that court can not, under an order of the court of common pleas, and to carry into effect that order, take jurisdiction of a cage or proceed in a mode not authorized by the act. Dayton, ete., R. Co. v. Marshall, 11 O. S. 497 (1860). Practice. Revivor. Dismissal. On the death of a defendant, revivor of the proceedings must be had — in the name of the heirs or devisees, and not of the administrator of the ¥ deceased. Valley Ry. Co. v. Bohm, 29 O. 8. 633 (1876). Right of corporation to abandon proceeding. See § 11060 and note. Section 11043. (The county petition to be filed in.) The petition may include one or more of the pareels of property, rights, or interests in the county in which it is filed. When any such parcel, right or interest, is situated im two or © more counties, the petition may be filed in either of the — counties in which an owner is resident, and if no owner re- sides therein, it may be filed in either. (R. S. Sec. 6417; March 238, 1875, 72 v. 71.) Section 11044. (Summons.) Upon the filing of a pre- cipe therefor, the probate judge shall issue summons for @ the owners, and persons named in the petition as residents of the state, having an interest, which may be directed to the sheriff of any county, and shall command him to notify the persons it names of the filing of the petition, and to AWA APPROPRIATION OF PROPERTY. G.C. § 11046 appear thereto at a time to be fixed by the judge, and there- in stated, not less than five nor more than fifteen days from the date thereof. It must be served and returned as in a civil action. When returned ‘‘not summoned,’’ other writs may issue until the parties are duly summoned. (R. 8S. See. 6418; March 23, 1875, 72 v. 71, §1.) Section 11045. (Service by publication.) When a per- son having an interest is unknown, or his residence is be- yond the state or unknown, the corporation may make ser- vice against him by publishing in a newspaper of general cir- culation in the county where the petition is filed, for four consecutive weeks, a notice containing a summary state- ment of the object and prayer of the petition, so far as it relates to the property of the person thus to be notified, the court in which it is filed, and the time when such per- son is to appear thereto, not less than ten nor more than twenty days after the last publication. The fact of pub- lication may be proved by the affidavit of any person hav- ‘ing knowledge thereof. (R. S. Sec. 6419; March 28, 1875, ee ee AE Te Section 11046. (Jurisdictional questions.) -On the day named in a summons first served, or publication first com- pleted, the probate judge shall hear and determine the ques- tions of the existence of the corporation, its right to make the appropriation, its inability to agree with the owner, and the necessity for the appropriation. Upon all these questions the burden of proof shall be upon the corporation, and any interested person shall be heard. (R. S. See. 6420 ; March 28, 1875, 72 v. 71, § 4.) Determination under this section a condition precedent to ap- propriation. A determination of the preliminary questions under this section in favor of the expropriator is a condition precedent to the right of eminent demain, and is jurisdictional. Cemetery Assn. v. Traction Co., 93 O. S. 161 (1915). Railroad v. Tod, 72 O. S. 166 (1905). Telephone Co. v. Cincinnati, 73 O. S. 77 (1905). Kramer v. Railroad, 53 0. S. 436, 444 (1895). The preliminary questions are governed by state and not federal law. Cuyahoga River Power Oo. v. Realty Co., 244 U8: + 800% (1017). Existence of corporation. It is essential to the exercise of the right of eminent domain that the corporation prove its incorporation accord- ing to law, including the due and legal election of directors. Powers v. Railway Co., 33 0. S. 429 (1878). Telephone Co. v. Cincinnati, 73 O. S. 64, 77. (1905). Atlantic, ete., R. Co. v. Sullivant, 5 O. S. 276 (1855). Atkinson v. R. R. Co., 15 O. S. 21 (1864). Society Perun v. Cleveland, 43 O. 8. 498 (1885). G. C. § 11046 OHIO PRIVATE CORPORATIONS. 2122 4 A foreign corporation must prove its de jure existence according to the laws of its home state. Railway Co. v. Barger, 10 Ohio App. 4435 3000Y Cr A. "Oo ISTO) 5. Ca, 20. O, UO, the Sa: al Moe. eee ee But as §8759 expressly confers the power of eminent domain — upon foreign railroad corporations, it is not necessary to prove that it possesses such powers by the laws of its home state. Railway Co. v. Barger, 10 Ohio App. 443; 30 O. C. A. 65 (1919). Corporate existence may be proved by a certified copy of the articles of incorporation and the corporate records showing subscriptions to the requisite amount of capital stock, payment of the first installment there- on, notice or waiver of notice of the meeting for the election of directors, and the election of directors. Toledo Ry. Co. v. Toledo, etc., Ry. Co., 6 C. C. 362, 391; 3 C. D. 493; aff’d, 50 O. S. 603 (1892). Toledo, etc., Ry. Co. v. Toledo, ete., Ry. Co., 12 C. C. 367, 384 (1893). See Telephone Co. v. Cincinnati, 73 O. S. 77 (1905). Railroad v. Railroad, 72 O. S. 378, 379 (1905). a a Co. v. Railway, 18 C. C. n. s. 86 (1910); aff’d, no rep. 86 . S. 364. Right to make appropriation. See Railroad v. Railroad, 72 O. S. 378, 379 (1905). Inability to agree with the owner. The purpose of requiring a showing of inability to agree (§§ 11046 and 11039) is to avoid, where pos- sible, an appropriation proceeding. Where on the preliminary hearing no proof was made of inability to q agree, but such proof is made during the trial and before judgment, the — judgment will not be reversed. Powers v. Railway Co., 33 0. S. 429, 432, 483 (1878). Toledo, etc., Ry. Co. v. Toledo, etc., Ry. Co., 6 C. C. 362, 388; 3 C. D. 493, aff’d, 50 O. 8. 603. Where a petition was dismissed for failure to show inability to agree, the property owner is not entitled to recover his costs and expenses under § 11060. Devou v. Cincinnati, ete., R. Co., 4 O. L..R. 319; 17. L. D. 1384 (C. P. 1906). To establish a failure to agree it must appear that an explicit offer was made of a definite amount of money for a definite amount of land. Railway Co. v. Railway Co., 2 N. P. n. s. 45; 49 O. L. B. 240 (Prob. Ct. 1903). Where offers of the same amount, to several owners of proper- ties of different values, were mailed the evening before the proceeding was commenced, without opportunity on the part of the owners to consider the offers, inability to agree is not shown. Power Co. v. Turner Co., 17 C. C. n. s. 34 (1909), Where it appears that the property sought to be appropriated is held by a municipal corporation which has no power to contract and convey the same, inability to agree is shown. L. & N. Ry. v. Cincinnati, 15 C, C. n. s. 62; 23 C. D. 464 (1912); reversed on other grounds, 88 O. 8. 283; s. ¢., 12 N. P. n. s. 65; 22 L. D. 363; 10'N. P. n. s. 749; 56 Bull. 317. An executory agreement for a settlement, not reduced to writing, nor acted upon by the parties, nor performed, was held not to con- stitute a defense against an appropriation. Railway Co. v. Devine, 15 N. P. n. s. 56; 58 Bull. 437 (1913). - Necessity for ‘he appropriation. While a corporation has primary discretion in determining what land is necessary, the probate judge, un- 2123 APPROPRIATION OF PROPERTY. G.C. § 11046 der this section, has power to prevent abuse in its exercise, and may dis- miss the petition if he determines that the appropriation will be an abuse of corporate power or destructive of the public use to which the land is already devoted. Railroad v. Railroad, 72 O. 8. 368 (1905). Directors have primary discretion to determine the necessity for an appropriation under G. C. § 8767, but under § 11046 the court in which the proceeding is brought has the final authority to determine such neces- sity. “ QGineinnati v. Railroad Co., 88 O. S. 283 (1913); affirming, 12 N. P. n. s. 65; 22 L. D. 363; 10 N. P. n. s. 749; 56 Bull. 317; reversing, LeeGeC.. nz 8. 62's 23: °C... D.- 464. The court will not interfere unless there is an abuse of discre- tion, by the corporation. Railway Co. v. Devine, 15 N. P. n. s. 56; 58 Bull. 437 (1918). The ‘‘necessity’’ required is a reasonable and not an absolute necessity. Reusch v. Traction Co., 19 OC. C. n. s. 1 (1912); aff’d, no rep. 89 O. S. 456. It is not necessary to prove that the directors have acted by resolution. Railway Co. v. Barger, 10 Ohio App. 443; 30 O. C. A. 65 (1919). Burden of proof. The burden of proof of the jurisdictional ques- tions is on the appropriating corporation. Railway Co. v. Telegraph Co., 68 O. S. 306. Findings. ; Form. Railway Co. v. Cable Co., 68 O. 8S. 319, 320. Sufficiency. Toledo, ete., Ry. Co. v. Toledo, ete., Ry. ,Co.,,.6.0. ©. 362, 394; 3 C. D. 493; aff'd, 50 O. S. 603. A party is not, as a matter of right, entitled to a separate finding of law and facts, on a preliminary hearing. L. & N. R. Co. v. Cincinnati, 10 N. P. n. s. 595; 9 O. L. R. 105 (Ins. Ct. 1911). Motion for new trial. Review on error. Procedure. The determin- ation of preliminary questions under this section may be reviewed on error. A motion for a new trial is not necessary. The time for filing a bill of exceptions is computed from the day on which the determination is made, unless a motion for a new trial is filed, in which event the time is computed from the overruling of such motion. Where the judgment of the probate court is reversed for error in the determination of pre- liminary questions, the court of common pleas should retain the case and determine such questions de novo. Railroad v. Tod, 72 O. S. 156 (1905). Railroad v. Traction Co., 72 O. S. 429 (1905). : Toledo, ete., Ry. Co. v. Toledo, ete., Ry. Co., 6 C. C. 362 (1992). Time for filing petition in error, see § 11064. If errors occurring upon the hearing of preliminary questions come within any of the statutory causes for a new trial, they may be included in a motion for a new trial filed under §11058 within ten days after the verdict is rendered. Railroad vy. Traction Co., 72 0. S. 429 (1905). Injunction against appropriation. The prosecution of an appro- priation proceeding will not be enjoined on the ground that ther: 1s no necessity therefor. Sec. 11046 furnishes an adequate remedy at law. Railroad v. Railroad, 72 O. S, 369 (1905). G. C. § 11048 OHIO PRIVATE CORPORATIONS. 2124 “Any interested person.” This section does not authorize a com- peting telephone company to become a party to a ‘proceeding under § 11255 or § 9178. Sidney Telephone Co. v. Farmers Tel. Co., 11 N. P. n, s. 424; 21 L. D, 241 (1911). Defenses against appropriation. Incorporation for private ends. It is incompetent for a land- owner to show in an appropriation proceeding that the corporators pro- cured the incorporation of the company, not for public use, but for private ends merely, and were exercising the corporate privileges in abuse of the law. Powers v. Hazelton, ete., R. Co., 33 O. S. 429 (1878). —. No public necessity for railroad. An appropriation proceeding can not be defeated by showing that there is no public necessity for the road. Powers v. Hazelton, ete., R. Co., 33 O. S. 429 (1878). Railroad constructed before appropriation proceeding brought. A company has power to condemn land notwithstanding it has built its road on the land sought to be appropriated. Ohio Southern R. R. v. Hinkle, 1 N. P. 63 (1894); 1. L. D. 682. That other land could be obtained by purchase. It is no defense to an appropriation proceeding that other land, equally feasible, could be obtained by purchase. Giesy v. Cincinnati, ete., R. Co., 4 O. S. 308 (1854). . That another route should have been chosen. Where the route chosen is not unreasonable the court can not order it changed. Cineinnati, ete., R. Co. v. Murray, 1 N, P. n. s. 301; 48 Bull. 877 (Ins... Ct. 1903). Section 11047. (Jurors.) If, as to any or all of the property, and persons interested therein, the judge deter- mines such questions for the corporation, he shall issue an order to the clerk and sheriff to draw sixteen names from the jury wheel, as in other cases, and within two days after the receipt of it they must execute the order, and the clerk forthwith return it to the probate judge, with a list of the names drawn indorsed thereon, who shall issue to the sheriff a venire for the jurors so drawn to attend at his office at a time to be fixed by him, and named in the writ, not ex- ceeding ten days from the date thereof. It shall be served and returned as in other eases. (R. S. Sec. 6421; March 23) 1876, T2ive Fb.) Cited, Railroad v. Tod, 72 O. S. 161 (1905). Hasbrook v. Traction Co., 5 C. C. ne s, 209; 17 C.D. 42 (1904); aff’d, 75 O. S. 584. Section 11048. (Who entitled to a separate trial, and conduct of trial.) The owners of each separate parcel, right or interest, are entitled to a separate trial by jury, verdict, and judgment. They shall hold the affirmative on 2125 APPROPRIATION OF PROPERTY. G.C. § 11051 the trial, which must be conducted, evidence admitted, and pills of exception allowed as provided in civil actions. (R. @ See, 6422; March 23, 1875, 72 v. 71, §§ 1, 3; April 23, 1872, 69 v. 88, §§ 8, 12, 23.) Cited, Railroad v. Tod, 72 oO. S. 161. Separate trials. A property owner who made no objection to a joint trial ean not complain in the reviewing court that he was not given a separate trial. Cincinnati, ete., Co. v. Trustees, 9 GC. . Ciate Sp 108 5,99" CoD. 199 (1906). Proceedings under the act of April 30, 1852, might be instituted jointly, against all owners ot property lying in the county and sought to be appropriated; but after the return of the jury from the view each owner of distinct property is entitled to a separate trial. Giesy v. Cincinnati, etc., R. R..Co., 4 0. S. 308, (1854). Cincinnati v. Neff, 19 W. L. B. 404 (1888). Jury. The three-fourths jury law applies to appropriation pro- ceedings. Miami District v. Mitman, 100 O. S. 315 (1919); Band v. Detrick, 20 N. P. n. s. 209; aff’d, 8 Ohio App. 198, 28 Ox) Os Aw (2575 motion to certify record overruled, 15 O. L. R. 489. For former law see Lamb v. Lane, 4 O. S. 167 (1854); Shaver v. Starrett, 4 O. S. 494 (1855); Smith v. Atlantic, ete., R. Co., 25 O..8: 91 (1874); Wagner v. Railway Co., 38 O. S. 382, 35 (1882). Burden of proof. The burden of proof of value is on the owner. Cincinnati v. Neff, 20 W. L. B. 8; Railroad v. Snyder, 5 N. P. 461. Section 11049. (Amendments.) The court may amend any defect or informality in the proceeedings authorized or required by this chapter or cause new parties to be add- ed, and direct such further notice to be given to a party in interest as it deems proper. (R. 8. See. 6423; April 23, 1872, 69 v. 88, §17.) Section 11050. (Time of trial, adjournments, and dis- ° charge of jurors.) The court may direct the order and fix the time of the several trials, and adjourn or continue a trial for the purpose of obtaining proper service upon a property owner; or, when deemed necessary for the proper and convenient trial of the several cases, it may discharge a jury, and cause other juries to be impaneled, as provided in this chapter. (R. S. See. 6424: March 23, 1879, TOT, § 5.) Section 11051. (How panel filled.) If, by reason of non- attendance, sickness, or other cause, any of the sixteen per- sons are not present and in condition .to serve as Jurors, the judge shall order the sheriff to fill the vacancies with talesmen. When the list of sixteen 1s full, the judge shall G. C. § 11053 OHIO PRIVATE CORPORATIONS. 2126.9 call upon each separately, beginning with the first named — on the list, to take his place in the jury box, and personally inquire of each, as called, whether he is interested in any way in any of the property, rights, or interests sought to be appropriated, or in the corporation which filed the peti- tion, either as owner, stockholder, agent, attorney, or other- wise. If such person answers in the affirmative, or if it be shown to the judge, by satisfactory evidence, that he is so interested, he shall be excused from serving on the jury, © and the next person on the list be called, and interrogated in like manner. If the list of sixteen be exhausted before a proper jury of twelve men is taken and accepted therefrom, the judge shall order the sheriff to fill the remaining va- cancies in the jury box required to make up the number of twelve with talesmen, who shall be interrogated as above provided. (R. S. See. 6425; March 28, 1875, 72 v. 73, § 6.) Jurors drawn from the box are talesmen within the meaning of this section and the fees of a jury so made up should be taxed as a part of the costs. Hasbrook v. Traction Co., 5 C. C. mn. s. 209; 17 C. D. 43 (1905); aff'd, 75 O. S. 584. See Conservancy District v. Shade, 12 Ohio App. 169, 31 O. .C. AS 61; motion to certify record overruled, 18 O. L. R. 15 Section 11052. (Peremptory challenges.) When a jury box is filled with twelve disinterested jurors, the owners of the property which is the subject of the trial, jointly, and the petitioner, shall each have the right to four peremp- tory challenges, and to challenge for cause. Vacancies aris- ing in the jury from challenge, or otherwise, shall be filled with talesmen having the qualifications prescribed in the next preceding section, to be ascertained as therein pro- vided. (R. S. See. 6426; April 8, 1908, 99 v. 79; March 23, 1875, 72 v. 73, § 6.) Where proceedings are commenced against the owners of several tracts of land, all the defendants are entitled to but four peremptory challenges; each defendant is not entitled to four. Ohio, ete., R. Co. v. Kloeb, 5 N. P. 4 (1898). Cincinnati v. Neff, 19 W. L. B. 404 (1888). Section 11053. (The oath of jury.) When a jury is filled, the probate judge shall administer to them the follow- ing oath: ‘‘You, and each of you, do solemnly swear that, according to your best judgment, you will justly and im- partially assess the amount of compensation due to the proper owners in the eases which will be brought before you in this proceeding, by reason of the appropriation of their property described in the petition, to the use of (here 2127 APPROPRIATION OF PROPERTY. G. C. § 11053 name the corporation) in the proceeding now pending, ir- respective of any benefit from any improvement proposed by such corporation; and you do further swear that in as- sessing any damages that may occur to such property ow- ners, by reason of the appropriation, other than the com- pensation, you will further ascertain how much less valuable the remaining portion of such property will be im conse- quence of such appropriation; this you swear as you shall answer to God. (R. S. Sec. 6427; March 28, 1875, 72 v. fe, § 9.) Compensation. See § 8760 and note. Must be in money. Railroad Co. v. Holler, 7 O. S. 220 (1857). ‘¢CGompensation’’ and ‘‘damages’’ have different and distinet meanings. ‘‘Compensation’’?’ means the sum of money which will compensate the owner for land actually taken, irrespective of any benefits to remaining lands. ‘‘Damages’’ is the allowance made for any injury that may result to the remaining lands from the con- struction of the proposed improvement, after making due allowance for special benefits resulting. Ohio Southern R. Co. v. Rawlins, 29 W. L. B. 260 (1892). Benefits excluded. The provisions of art. l, § 19, and art. 13, §5, of the constitution, the one requiring compensation to be made without deduction for benefits, when property is appropriated to a public use, and the other providing for compensation irrespective of benefits, where it is taken by a corporation for a right of way, are, in legal effect, identical. When property is taken under either section, its fair market value in cash, at the time it is taken, must be paid to the owner; and the jury in assessing fhe amount, have no right to consider or make any use of the fact that it has been increased in value by the proposal or con- struction of the improvement. Giesy v. Cincinnati, etc., R. R. Co., 4 O. 8S. 308 (1854). Testimony tending to introduce the element of probable benefit, or as to the price for which a farm may have been offered for sale, is incompetent. mY Traction Co. v. Dempsey, 9 N. P. n. 8. 65 1(C. P1909). Where benefits and injuries are blended. In case an appropriation of a strip causes incidental and local injury to the residue of the tract, although general resulting benefits from the railroad to the value of such residue of the land can not be taken into account in estimating the com- pensation to be paid to the owner, yet where a local incidental benefit to the residue of the land is blended or connected, either in locality or sub- ject-matter, with a local incidental injury to such residue of the land, the benefit may be considered in fixing the compensation to ‘be paid the owner, -not by way of deduction from the compensation, but of showing the extent of: the injury done the value of the residue of the land. But whether a local incidental benefit can be considered when not con- nected or blended either in locality or subject-matter, quacre. Cleveland, éte., R. R. Co. v. Ball, 5 O. S. 568 (1856). See Toledo Bending Co. v. Manufacturers’ Ry. Co., 2\N. P. 317 (1895). Little Miami, etc., R. R. Co. v. Collett, 6 0. S. 182 (1856). Ohio Southern R. Co. v. Rawlins, 29 W. L. B. 260 (1892). G. C. § 11053 OHIO PRIVATE CORPORATIONS. 2128 Lotze vy. Cincinnati, 4 N. P. 311 (1897). Schaible v. Lake Shore, ete., Ry. Co., 10 C. C. 334 (1895). Benefits under former constitution. Under the constitution of 1892 benefits could be estimated and set off against the value of lands and damages. . Platt v. Pennsylvania Co., 43 O. S. 228, 244 (1885). Kramer v. Cleveland, ete., R. Co., 5 O. S. 140 (1855). Columbus, ete., R. Co. v. Simpson, 5 O. S. 251 (1855). Value of property. The proper test of the value of land appropriated is not the price paid at a particular sale, but the general selling price in the neighborhood. ' Railroad Co. v. Gorsch, 8 C. C. n. s. 297; 18 C. D. 418; aff'd, 76 O. S. 609. The rule of valuation is, what the interest in the property is worth, not for any particular use, but generally for any and all uses for which it may be suitable. Goodin v. Cincinnati, etc., Canal Co., 18 O. S. 169 (1868). The owner is entitled to the fair market value at the time the land was taken. Traction Co. v. Dempsey, 9 N. P. n. s. 65 (C. P. 1909). See Cincinnati, etc., Ry. v. Pfitzer, 1 Goebel 248 (1889). Fair market value is the amount at which the owner may expect to sell it at present at private voluntary sale and not at forced sale. Railway v. Knauss, 47 W. L. B. 807. In ascertaining compensation, the jury should consider the real value of the land taken, and the diminished value of the residue, and may, for that purpose, take into account, not only the purposes to which the land has been or is applied, but any other beneficial pur- pose to which it may be applied, which would affect the amount of compensation or damages. Railroad v. Longworth, 30 O. S. 108 (1876); — Foote v. Railway, 21 ©. CG. 319, 11 C. D. 685 (1901); aff’d, no rep. 67 O. S. 543. : The elements of compensation may be: (1) the abstract value of the land taken; (2) the value arising from the relative situation of the land taken in conneetion with the residue from which it is severed, and (3) the effect on the value of the residue, arising from the uses to which the part taken is appropraited. Lorain, ete., Co. v. Sinning, 17 ©. C. 649, 6 C. D. 753 (1895). The value of existing or future crops or other property that may be thereafter placed on the land should not be considered. Hayes v. Terminal Co., 6 CG. C. n. s. 281 (1903); aff’d, no rep. 70 O. S. 425. Speculative remuneration. Where land is appropriated for a public use, a compensatory, not speculative renumeration is guaranteed by the law for land taken, and for the damage occasioned thereby to the re- mainder of the premises. The difference in the value of the owners’ property, with the apropriation, and that without it, is the rule of com- pensation. This difference must be ascertained with reference to the value of the property in view of its present character, situation and surroundings. It can not be enhanced by proving facts of a contingent and prospective character, such as the probable rents that may be derived from the property, or its special value as a prospective monopoly of a roadway to the adjoining lands of other persons. Powers v. Hazelton, ete., Ry. Co., 33 O. S. 429 (1878). Schaible v. Lake Shore, ete.. R. R. Co.. 10 C. C. 334 (1895). Morrison v. Cleveland, 17 C. C. n. s. 427. 2129 APPROPRIATION OF PROPERTY. G.C. § 11053 Additional burdens imposed after appropriation. Where property appropriated for one public use is subsequently appropriated for, or de- yoted to, another public use, and the second use imposes additional bur- dens on the land, the owner is entitled to compensation therefor. Vought v. Railroad Co., 58 O. S, 123 (1898) ; aff’d, 176 U. S. 469. Hatch v. Railway, 18 O. S. 92 (1868). Hawkins v. Buckeye, ete., Co., 6 N. P. n. s. 553, 556; 16 L. D. 333 (C. P. 1905). Newton v. Railway Co., 115 Fed. 781; 14 O. F. D. B56 ie writ shall be signed by the probate judge, and certified under his seal of office. (R..S. See. 6428; April 23, 1872, | 69 v. 88, § 9.) See Railroad Co. v. Bolen, 76 O. S. 376 (1907). 2131 APPROPRIATION OF PROPERTY. G.C. § 11056 Section 11055. (Judge must deliver certain copies to sheriff.) The judge also shall deliver to the sheriff a copy of that part of the petition containing a separate description of each parcel of property, and rights or interests sought to be appropriated within the county, which the jury is re- quired to view. He may appoint, to be present at the view, the two persons named in the writ. The sheriff who is to execute the writ, by a special return upon it, shall certify under his hand that the view has been made according to the command thereof. The expenses of the view must be taxed in the bill of costs. No evidence shall be given on either side at its taking. (R. S. See. 6429; April 23, 1872, 69 v. 88, § 9.) See Railroad Co. v. Bolen, 76 O. S. 376 (1907). Nypano Ry. v. Wadsworth Salt Co., 9 CHGS nn’ sOT14éVA9%OI D: 110 (1906). Section 11056. (Witness examined before jury.) Wit- nesses may be examined before the jury after its return to the court. If more than three witnesses be examined by either party, on the same point in the same case, the judge may tax the costs of such additional witnesses to the party ealling them. (R. S. Sec. 6480; April Doe TOIO, OO Vato § 9.) View of premises by jury. Bill of exceptions. The impressions made on the minds of the jurors by a view of the premises are not of themselves evidence, Hence, a bill of exceptions which contains all the evidence given in court at the trial is, with a record otherwise complete, suffi- cient to present to a reviewing court the question of the weight of © evidence. Railroad Co. v. Bolen, 76 0. S. 376 (1907). Traction Co. v. Dempsey, 9 N. P. n. s. 65 (1909). But the parties may, by agreement, make the view evidence. Traction Co. v. Hutchinson, 23 C. C. n. s. 58 (1907). Where attorneys and representatives of poth parties call the atten tion of the jury, while viewing premises, to certain facts per*inent to case, a verdict based on such facts will be set aside. The misconduct of the parties vitiates the verdict, although both are guilty. Nypano Ry. v. Wadsworth Salt Co., 9 CO. C. n. s, 114; 19 ©. DA.110; 16 G. GC. n. s. 410 (1906). Value, how proved. The proper. test of the value of land is not the price paid at a particular sale, but the general selling price in the neigh- borhood. ; : Neither the price paid for the property, nor evidence as to its value fourteen months prior to the appropriation, prove its present value, but both are admissible as tending to show present value. A property owner may show the value of the land separate from the building, and the value of the building separate from the land. In the absence of other evidence the aggregate of the two valuations should be taken as the value. G. C. § 11056 OHIO PRIVATE CORPORATIONS. 2182 Railroad v. Gorsuch, 8 C. C. n. s. 297; 18 C. D. 468 (1905); aff’d, — 76 O. S. 609. q See Lorain, etc., Co. v. Sinning, 17 C. C. 649; 6 C. D. 753 (1895). It is improper to ask a witness how much less valuable a piece of land would be in consequence of the appropriation, or what the difference — in value would be with the appropriation and without it. The proof — should be confined to the value with the appropriation and value without — it. The jury is to ascertain the difference or damage. Powers v. Hazelton, etc., Ry. Co., 33 O. S. 429 (1878). Railway Co. v. Gardner, 45 O. S. 309, 322 (1887). Where no special ground is laid therefor, account books of persons not parties to the proceedings are not of themselves admissible in evidence to prove the value of the property affected by the appropriation, and quantity of products transported over it from the lands of other parties. Powers v. Hazelton, etc., Ry. Co., 33 O. S. 429 (1878). Where a witness, on cross examination, testified as to a low sale of land in the neighborhood, it is competent on re-examination to inquire as to an exceptionally high sale of neighboring land. Lorain, ete., Co. v. Sinning, 17 C. C. 649; 6 C. D. 753 (1895). Opinions as to value or damages. Where in a proceeding it is claimed that the land will be injured by severing it, thus injuring the ~ shipping facilities, it is proper to ask the opinion of a witness on cross- — examination as to the extent of such injury. Cleveland, etc., R. "R. Co. v. Ball, 5 O. S. 568 (1856). The opinion of a witness as to the amount of damages which a land- owner will sustain by the appropriation of a part of his land is not ad- missible, but opinions may be given as to the value of the land. Cleveland, ete., R. R. Co. v. Ball, 5 O. S. 568 (1856). Atlantic, ete., R. R. Co. v. Campbell, 4 0. S. 583 (1855). Railway Co. v. Gardner, 45 O. S. 309, 322 (1887). Traction Co. v. Hutchinson, 23 ©, C. n. s. 58. Witness as to value must first qualify as to knowledge thereof. Devou v. Cincinnati, 162 Fed. 633; 16 O. F. D. 172 (1908; certiorari denied, 212 U. S. 577; Foote v. Lorain, ete. Co. 21 C. C. 319, 11 C. D. 685 (1901); aff’d, no rep. 67 O. S. 543. ) Diminished rents. Damages or value can not be shown by the rents received from the property. See Railway Co. v. Gardner, 45 O. S. 309, 324 (1887). r Lake Shore, ete., Ry. Co. v. Cincinnati, ete. Ry. Co., 30 O. S. 604, © 623 (1876). a Powers v. Hazelton, ete., Ry. Co., 33 O. S. 429, 425 (1878). Evidence. Held admissible. Plans of a building and of machinery. Cincinnati, ete., Co. v. Trustees, 9 C. CU. n. s. 103; 19 C. D. 719 (1906). An unrecorded map of land showing location of railroad and avail- ability of land for division into lots. Railroad v. Perkins, 22 C. C. 630, 12 C. D. 676 (1888); aff’d, 49 O. S. 326; Railroad v. Longworth, 30 O. 8S. 108 (1876); Neff v. Cincinnati, 32 O, 8. 215 (1877). If there is no market value of improvements and no value estab- lished under any rule, the cost thereof may be shown as an element of value. Foote v. Railway, 21 ©. ©. 319, 11 ©. D. 685 (1901); aff’d, no rep. 67 O. S. 543. A tax return of the owner giving the value of his) property. Toledo, ete., Co. v. Toledo ete., Co., 12 0. C. 367; 6 C. D. 753 (1893). Testimony that a freight house adjoining the premises is operated dy one of the largest systems in the country. 2133 APPROPRIATION OF PROPERTY. G.C. § 11058 Railroad Co. v. Gorsuch, 8 C. C. n. s. 297; 18 C. D. 468 (1905); aff'd, 76 O. S. 609. Testimony as to interference with drainage pipes and destruction of underground drainage system. Traction Co. v. Dempsey, 9 N. P. n. s. 65 (Gs P..,1909)« Held not admissible. The amount of monthly sales and of freight transported over a switch track, where offered to prove loss of future business. Also the cost of transporting merchandise by trucks, when offered to fix value of switch track on the property condemned. Cincinnati, ete., Co. v. Trustees, 9 C. CG nos. 103: 19 CG. D. 719 (1906). That another railroad company is interested in the proceeding and will be benefitted by the appropriation. Realty Co. v. Railway, 18 C. C. n. s. 86 (1910). Special adaptibility of the lawd to the purposes of the corpora- tion. Gibson v. Norwalk, 13 C. C. 428 (1896). ‘ Charge to the jury. Lorain, ete., Co. v. Sinning, 17 CG. C. 649; 6 C. D. 753 (1895). Ohio, ete., R. Co. v. Snyder, 5 N. P. 461 (1898). Section 11057. (When a structure is partly on land to be appropriated.) When a building or other structure is situated partly upon land sought to be appropriated, and partly upon adjoining land, and such structure can not be divided upon the line between such two tracts without manifest injury, in assessing the compensation to any owner of the lands, the jury shall assess its value exclusive of the structure, and make a separate estimate of the value of the structure. The owner of the structure may elect to retain its ownership, and to remove it, or accept the value estimated by the jury. If he fails to make such election within ten days from the date of the jury’s report, or with- in ten days from the termination of the cause in a higher court to which it is taken, he shall be deemed to have elected to retain and remove the structure. If he elects to accept the value of the structure, the title thereto shall vest in the corporation making the appropriation, with the right to enter upon the land for the purpose of removing it therefrom. (R. S. Sec. 6431; April 11, 1876, 13.97 1,210 0 Si te) An election may be made either ten days after the date of the ver- dict, or ten days after the overruling of a motion for a new trial, or ten days after the termination of the proceeding in error. f Covington Bridge Co. v. Devoto, 5 N. P. 330; 8 L. D. 268 (1898). Section 11058. (Verdict.) The jury shall render its ver- dict in writing, signed by the foreman, to the judge, who shall cause it to be entered of record. Unless for good cause shown, upon motion to be fled within ten days after the verdict is rendered, a new trial be granted, the judge G. C. § 11060 OHIO PRIVATE CORPORATIONS. 2134 1 shall enter a judgment confirming such verdict. (R. S. See. | 6482; March 23, 1875, 72 v. 71.) The three-fourths jury law applies to appropriation proceedings. — Miami District v. Mitman, 100 O. 8. 315 (1919). 7 The verdict must be in money. A verdict assessing damages at $150.00 with a wagon way and stop for cattle is not authorized. Central, ete., R. Co. v. Holler, 7 O. S. 220 (1857). The verdict should show, separately, compensation for the land ~ taken and damages to the residue. Railway v. Knauss, 47 W. L. B. 807. The judgment confirming the verdict is a final judgment provided for j in § 11065. Railroad v. Tod, 72 O. S. 166 (1905). Railroad Co. v. Barealow, 4 C. @ 49; 2 C. D. 413. Railway Co. v. Railway Co., 6 C. C. 521; 3 C. D. 566. Errors occurring upon the hearing of preliminary questions may, if they come within the causes for a new trial defined in G. C. § 11576, be included in the motion filed under this section. Railroad Co. v. Traction Co., 72 O. S. 429 (1905). Section 11059. (When and how corporation may have — possession.) Upon payment to the party entitled thereto, — or deposit with the probate judge of the amount of the verdict and such costs as lawfully accrued in the case up to the time against the corporation, it will be entitled to take possession of, and hold, the property, rights or interests so appropriated, for the uses and purposes for which the ap- propriation was sought, as set forth in the petition, The judge shall enter of record an order to that effect, and if necessary, proper process shall be issued to place the cor- poration in possession thereof. (R. 8S. See. 6483; March 28,; A875, T2evast hk) Where the corporation prosecutes error, without taking possession of the premises, and gives an undertaking, it can not be required to pay or deposit the amount of the verdict. State v. Waite, 70 O. S. 149 (1904); affirming 2 C. C. n. s. 49. See § 11065 and note. Appropriation proceedings are effectual, although the owner may have refused to submit to such proceedings, or to receive the amount awarded to him, and deposited for his use. Hueston v. Eaton, ete., R. Co., 4 O. S. 685 (1855). Before a corporation can have possession it must make a deposit of the amount of the verdict, and a final judgment or order must be made in the proceedings. Wagner v. Railway Co., 38 O. S. 32 (1882). Trustees v. Banning, 17 W. L, B. 319. Section 11060. (When and how corporation may aban- don proceeding.) The corporation may abandon any case or proceeding after paying into court the amount of the defendants’ costs, expenses, and attorney fees, as found by 2135 APPROPRIATION OF PROPERTY. G.C. § 11060 the court. If the corporation fails in any case to make payment or deposit, as provided in the next preceding sec- tion, within thirty days after confirmation of the verdict, on motion of the party entitled to such payment, to be filed ‘within ten days after the expiration of such thirty days, the judge shall enter an order directing the corporation to make such payment or deposit within thirty days after the date of the order. Unless such corporation, within such time makes such payment or deposit, it shail be held thereby to have abandoned the property, rights, or interests so ap- propriated, and all claims thereon under its proceeding, and the judge shall issue an order to that effect. He also shall enter a judgment against the corporation, and in favor of the party entitled to such payment, for such amount of ex- penses, including time spent and attorney fees incurred by him in the proceeding, as, upon the evidence offered in that behalf, the court deems just, for which execution may be issued against the corporation, The directors of the corpora- tion, shall be individually liable upon such judgment, and may be made parties thereto by action. (R. 8S. Sec. 6434; March 23, 1875, 72 v. 71, § 10.) This section is constitutional. Wiler v. Logan, ete., Co., 6 C. C. n. s. 206; 17 C, D. 257 (1904); (aff'd, 72 O. S. 628, for failure to file petition in error in time). This section furnishes the only remedy to the owner of property where the appropriation proceeding was brought in good faith and afterwards abandoned. The owner can not recover damages for de- terioration of a partially erected building, the completion of which was halted by the appropriation proceeding. Jack v. Railroad Co., IgV OC. Cn. 8. 249°°(T917). Evidence as to the character and value of services of attorneys for the landowner may be introduced. Wiler v. Logan, etce., Co. 6 C. O. n. s. 206; 17 C. D. 257 (1904) ; (aff'd, 72 O. S. 628, for failure to file petition in error in time). This section refers to a voluntary abandonment. English v. Rail- way, 21 N. P. n. s. 518 (1918); affirmed by court of appeals. Contra, L. & N. Ry. v. Farmers, ete. Co., 50 O. L. R. 530; 53 Bull. 13 (Ins. Ct. 1907). Dismissal by court for delay in prosecution may be an abandon- ment. Railway v. Campbell, 11 Ohio App. 151; 30 O. C. A. 500 (1919). Where a petition to appropriate property is dismissed for failure to show inability of the parties to agree under § 11046, the corporation is not liable for costs and expenses under this section. Devou v. Cincinnati, ete., Co., 4 0. L. R. 319; 17 L. D. 134 (C. ee 1906). Right of corporation to dismiss and abandon proceeding. See Dayton, ete., R. Co. v. Marshall, 11 O. S. 497 (1860). State, ex rel., v. Cincinnati, ete., R. Co., 17 O. S; 1038. (1866). In re Condemnation Proceedings, 7 N. P. 605. Failure of a municipal corporation to pay the amount assessed within six months was held not to bar a new proceeding after six months to appropriate the same property. Trustees v. Haas, 42 O. 8. 239 (1884); compare, Trustees v. O’Meara, 2 Wr Le'B. 142. G. C. § 11062 OHIO PRIVATE CORPORATIONS. 2136 3 Section 11061. (Action for costs and expenses.) If such judgment is not satisfied within thirty days after its rendi-— tion, or if the party entitled thereto is not satisfied with its amount he shall have a right of action against the petitioner — for such expenses, including time spent and attorney fees, and also for his expenses, including reasonable attorney ~ fees, incurred in prosecuting such action. But it must be brought within six months after the rendition of the judg-— ment in the probate court. (R. 8S. See. 6435; March 28, 1875, ° 72 v. 71, § 10.) j This section is constitutional. a Wiler v. Logan, ete., Co., 6 C. C. n. s. 206; 17 C. D. 257 (1904) 3m (aff'd, 72 O. S. 628, for failure to file petition in error in time). — Section 11062. (New trial, proceedings thereon.) A new trial shall be granted for cause only, shall take place in the court where the first trial was had, and be conducted in accordance with the provisions of this chapter so far as © they are applicable. Upon granting the motion for a new trial, if the amount of the first verdict has been paid into ~ court the judge shall retain it until the final termination of | the second trial. On the new trial, if the verdict of the jury exceeds the amount of the first verdict, the corporation must pay the amount of the first verdict, together with the- excess, to the owner of the property. When the verdict upon the second trial is less than that of the first, the judge shall repay to the corporation the difference. If a new trial be granted at the instance of the owner of the prop-— erty, and the verdict of the jury be the same or less in~ amount than that first rendered, he must pay all the costs of the second trial. If it be more than that first rendered, the costs of the second trial must be paid by the corporation. — (R. S. Sec. 6436, April 28, 1872, 69 v. 88, § 11.) } Time for filing motion for new trial, § 11058. i. Grounds for new trial. Errors occurring upon the trial of prelimin- — ary questions may, if they come within the causes for a new trial © defined in G. C. § 11576, be included in the motion for a-new trial. ta Railroad Co. v. Traction Co., 72 0. S. 429 (1905). Misconduct of counsel in stating to the jury that a certain price — was paid by the owner for‘the property is not a ground for a new trial — where the jury was instructed to disregard the statement. La Devou v. Cincinnati, ete., Co. 4.0. L. R. 313; 19.C. D. 1138 (1906). — When owner entitled to payment. The money paid in on the first verdict, which is afterward set aside, remains the property of the cor poration until the final determination of the second trial; and if the se — ond verdict is less than the deposit, the excess is returned to its owneT; — but if greater, the corporation must increase the deposit to equal the " 2137 APPROPRIATION OF PROPERTY. G.C. § 11064 second verdict, to entitle it to take the property. This section gives no right to appropriate the property pending the second trial. Wagner v. Railway Co., 38 O. S. 32, 39 (1882). Trustees v. Banning, 21 W. L. B. 9 (1888). Injunction against appropriation. The remedy of a landowner dis- satisfied with an appropriation, and claiming the company has varied from the route specified in its charter, lies in the appropriation proceedings, not in equity. Walker v. Mad River, ete., R. Co., 8 Ohio 38 (1837). Section 11063. (Bills of exceptions.) Bills of exceptions may be taken and shall be allowed, as provided by law in civil actions. (R. S. Sec. 6487; March 21, 1904, 97 v. 44; April 28, 1872, 69 v. 88, § 12.) The time within which a bill of exceptions on the hearing of pre- liminary questions under § 11046 should be taken is computed from the day on which such questions are determined, unless a motion for a new trial is filed, in which event it is computed from the day the motion is over- ruled. : Railroad vy. Tod, 72 O. S. 156 (1905). Railroad v. Traction Co., 72 O. S. 429 (1905). The impressions made on the minds of the jury by a view of the premises are not of themselves evidence. A bill of exceptions which con- tains all of the evidence given in court at the trial is, with a record otherwise complete, sufficient to present to a reviewing court the ques- tion of the weight of evidence. Railroad Co. v. Bolen, 76 O. S. 376 (1907). Traction Co. v. Dempsey, 9 N. P. n. s. 65 (1909). But the omission of an exhibit showing the proposed railroad line renders the bill of exceptions insufficient to present the question of the weight of evidence. Realty Co. v. Railway, 1g, C. “Deas. +60 (1910); aff’d, no rep. 86 O. S. 364. Section 11064. (Petition in error.) Hither party may file a petition in error in the court of common pleas of the proper county within thirty days after the time allowed for such signing of bills of exceptions, and the proceedings in error shall be conducted as in civil cases. (R. S. See 6437; March 21, 1904, 97 v. 44; April 23, 1872, 69 v. 88, § 12.) Where the verdict fixing the amount of compensation has been con- firmed the landowner may prosecute error before the compensation has been paid, or an order made under § 11059. Cincinnati v. Barealow, 4 C. C. 49; 2 C. D. 413. Toledo, ete., Ry. Co. v. Toledo, etc., Ry. Coe 6.0.70) DA bead ee, 566. Toledo, ete., Ry. Co. v. Toledo, ete., Ry. Co., 6 C, ©. 362; 3 C. D. 493 (1892); aff’d, 50 O. S. 603. See Railroad v. Tod, 72 O. S. 166, 167 (1905). Peat The reviewing court acquires no jurisdiction where the petition in error is not filed within thirty days. The limitation of this section 1s not affected by § 12270. Wiler v. Logan, ete., Co., 6 C. C. n. s. 206; 17 C. D. 257 (1904): aff'd, 72 0. S. 628. G. C. § 11066 OHIO PRIVATE CORPORATIONS. 2188 : Buckingham v. Steubenville, etc., R. Co., 10 O. S. 25 (1859). The limitation applies to error proceedings by the landowner as well — as by the corporation. . Cleveland, ete., Ry. Co. v. Wick, 35 O. S. 247 (1879). Little Miami, ete., R. Co. v. Hopkins, 19 O. S. 279 (1869). Time for filing petition in error prior to amendment of this section (97 v. 44). See Railroad v. Tod, 72 O. S. 156 (1905). The determination of preliminary questions under § 11046 may be re- viewed on error. Railroad v. Tod, 72 O. 8. 156 (1905). Railroad v. Traction Co., 72 O. S. 429 (1905). Section 11065. (Corporation may pay judgment and en- ter on property.) On the rendition of final judgment in the probate court, the corporation may pay into the court the ~ amount of the judgment for compensation, and costs therein rendered, and proceed to enter upon and appropriate prop- — erty notwithstanding. the pendeney of the proceedings in ~ error. (R. S. Sec. 6487; March 21, 1904, 97 v. 44; April 23, 1872, 69 v. 88, § 12.) Where a corporation prosecuting error has not taken possession of the premises, it may stay execution on the judgment until the case on ~ error is determined, by giving an undertaking. While such error pro — ceeding is pending, mandamus will not lie requiring the probate judge to order the amount of the verdict deposited or paid to the landowner. State v. Waite, 70 O. S. 149 (1904); affirming 2 C. C. n. s. 49. But the corporation can not take possession, and avoid payment by giving a bond. Such possession may be enjoined under § 11088. In re George, 5 C. C. 207 (1891). Where the corporation has paid into court the amount of the judg- ment, the landowner may require the probate judge to pay it over, notwith- standing the pendency of the proceeding in error and the objection of the corporation. The bond of the probate judge is liable on failure to pay. Meily v. Zurmely, 23 O. S. 627 (1873). State v. Waite, 70 O. S. 149, 155 (1904). See Wagner v. Railroad Co., 38 O. S. 32, 39 (1883). Trustees v. Banning, 21 W. L. B. 9 (1888). A corporation which has paid the compensation into court, under a stipulation permitting the landowner to withdraw it, without prejudice to any other rights, may be required by the court to go into a second trial as to the value of the land without a refunder of the first award. Bridge Co. v. Magruder, 8 C. C. n. s. 303; 18 ©. D. 607; aff'd, 76 O. S. 616. Section 11066. (Proceedings in the common pleas on er- — ror.) Upon the hearing of the cause, if the common pleas | court affirms the judgment of the probate court, all the costs in the common pleas court shall be paid by the plaintiff in error. If it reverses such judgment, it shall retain the cause for trial and final judgment, as in other cases. The trial shall be had at the term of reversal, unless for good 2139 APPROPRIATION OF PROPERTY. G. C. § 11067 cause shown by either party a continuance is granted. On the trial of the cause in the common pleas court the same inquiry shall be made as to the interest of the jurors, and the same oath administered to the jury as hereinbefore provided. (R. S. Sec. 64388; April 28, 1872, 69 v. 88, § 13.) Section cited, Railroad v. Tod, 72 O. S. 161. . The word “trial” in this section means a rehearing of the case from the beginning. Railroad v. Traction Co., 72 O. 8. 485 (1905). State v. Judges, 69 O. S. 372 (1903). See Bridge Co. v. Magruder, 63 O. S. 455 (1900). Where the judgment of the probate court is reversed by the court of common pleas it is the duty of that court to proceed to hearing and trial as if it had original jurisdiction. The judgment of reversal finally dis- poses of the judgment of the probate court, but it is not a judgment which may be reversed on error. Although the judgment of reversal is erroneous, mandamus will not lie to compel the judges of the court of common pleas to again hear and pass upon the petition in error. State v. Judges, 69 O. S. 372 (1903). Bridge Co. v. Magruder, 63 O. S:; 455 (1900). Railway Co. v. Bailey, 39 O. S. 170 (1883). Cincinnati, ete., R. Co. v. Barealow, 4 C. C. 49, 50; 2 C. D. 413 (1889) Bridge Co. v. Magruder, 8 C. C. n. s. 303; 18 C. D. 607; aff'd, 76 O. S. 616. The court of common pleas should not remand the case for a new tria] but should retain it. City v. Lohman, 10 C. C. n. s. 119; 20 CAD, 02261907). On affirming a judgment of the probate court the court of common pleas is not authorized to render a personal judgment against the cor- poration for the amount adjudged in the probate court. Cleveland, ete., Ry. Co. v. Wick, 35 O. 8. 247 (1879). Retention of case for purpose of fixing attorneys fees, on aban- cits See Ry. v. Campbell, 11 Ohio App. 151; 30 0. Cc. A. 500 1919). Interest. Where the corporation has paid in the amount assessed, and the judgment is reversed, on the new trial the jury may include in the verdict interest from the time the property was appropriated, and while the money was retained by the court. Atlantic, ete, Ry. v. Koblenz, 21 O. S. 334 (1871). Section 11067. (How school land appropriated.) When a railroad company, incorporated in this state, has located its railroad through a part of reserved section twenty-nine or sixteen, or through a part of sections granted by congress instead of section sixteen for school purposes, and such lands remain unsold, or through a town lot or parcels of ground used for or devoted to school purposes, it may appro- priate so much of such land or lots as is necessary for its purposes. Service of the summons made on such trustees or school officers, as have possession or control of the lands, shall have the same force and effect as service 10 other cases on owners of land sought to be appropriated. The G. C. § 11071 OHIO PRIVATE CORPORATIONS. 2140 money arising from such appropriation must be disposed of — by such trustees or school officers in accordance with law. (R. 8. See. 6489; April 23, 1872, 69 v. 88, § 14.) ; Purpose of section. State v. Railway, 37 O. S. 157, 171 (1881). Section 11068. (When proceedings to appropriate be commenced in common pleas.) When the probate judge is in- terested, either as stockholder, director or otherwise, in a corporation seeking to appropriate private property to its use, or if before filing the petition, it is made to appear to the satisfaction of a judge of the common pleas court of - the county wherein the action is to be brought, that such © probate judge is interested either as owner or otherwise in — the property sought to be appropriated, or by reason of © sickness, absence or other incapacity is and will be unable — to preside at the trial, the proceedings authorized by this — chapter may be commenced in the common pleas court of © the county. (R. S. Sec. 6440; April 6, 1891, 88 v. 281; April — 19, 1883, 80 v. 218; R. S. 1880; April 23, 1872, 69 v. 88, § 15.) © Section 11069. (Procedure in common pleas court.) In such case, so far as applicable, the proceedings shall conform — to the provisions of this chapter, and the powers conferred and duties imposed thereby upon the probate court devolve — upon the common pleas, which court may make such orders — and direct such proceedings to be had as are necessary to do justice between the parties according to the spirit and in- © tent of this chapter. (R. S. Sec. 6440; April 6, 1891, 88 v. 281; April 19, 1883, 80 v. 218; R. S. 1880; April 23, | 1872, 69 v. 88, § 15.) Section 11070. (When corporation entitled to posses- sion.) After final judgment, on depositing the amount of the judgment and costs assessed in such court with the clerk — thereof, the corporation may be entitled to enter into pos- — session of the property sought to be appropriated. In case 7 such court ig not in session when the proceedings are begun ~ therein, nor on the day fixed for the inquiry and assessment of compensation, a special term thereof must be held as — provided by law. (R. S. Sec. 6440; 88 v. 281; 80 v. 218; Ri, ae S. 1880; 69 v. 88, §15.) | . Section 11071. (When court to appoint attorney.) When a party in interest is unknown, or his residence is unknown, — and service has been made by publication, and the party Z 2141 APPROPRIATION OF PROPERTY. G.C. § 11075 | has not appeared in the proceedings by agent or attorney, or when such party in interest is under any legal disability and has no legal guardian, or trustee, within the county where the action is brought, the court shall appoint some competent attorney to attend upon the proceedings, and protect the rights and interests of such party, and also fix the fees of the attorney for such service, which shall be payable out of any money paid on the judgment rendered in such case for property appropriated. (R. S. See. 6441; April 28, 1872, 69 v. 88, § 16.) Section 11072. (Conflicting claims.) When there are di- verse or conflicting claims, legal or equitable, to the real es- tate, or any interest therein, sought to be appropriated under the provisions of this chapter, the jury or court shall not pass upon them in the proceedings for appropriation. Such claims shall be reserved for adjudication as hereinafter pro- vided. (R. S. Sec. 6442; April 23, 1872, 69 v. 88, § 18.) Section 11073. (To be adjudicated in the common pleas.) Upon the payment of the money into court by the corpora- tion, a party claiming a legal or equitable interest in the property, or the money arising therefrom by such appropria- tion, may file his petition in the common pleas court of the proper county, making the other claimants to the property or money parties thereto, setting forth the facts on which the claim is founded, the fact of the appropriation of the prop- erty, the amount of money so paid in and such other facts as are required to enable the court to hear and determine the matter between the claimants. (R. S. Sec. 6443; April 23, 1872, 69 v. 88, § 19.) Section 11074. (Custody of the funds.) The court forth- with shall appoint some master, or other suitable person se- lected by the parties, to hold such fund, or invest it in the manner the court directs, after hearing the parties. Such fund thenceforth will represent the land, and the interests therein, and be subject to the control of the court having jurisdiction of the case, by orders entered in this action, ac- cording to the rights of the parties to the land or fund, as from time to time it determines. (R. 8. Sec. 6443; April 23, 1872, 69 v. 88, § 19.) Section 11075. (Such proceeding a civil action.) Such proceeding in the court of common pleas, shall be a civil action; and the conflicting claims of parties to such fund G. CG. § 11076 OHIO PRIVATE CORPORATIONS. 2142 1 shall be determined by the court, or by a jury trial, ac- a cording as the claim is equitable or legal, as if the land — had not been converted into money. (R. S. See. 6444; April 23, 1872, 69 v. 88, § 20.) . The court is authorized to determine conflicting claims of the lessor and lessee of the property appropriated. Good v. Droste, 8 C. C. n. s. 452; 19 C. D. 581 (1906). These sections do not grant any right to trial by jury. They only preserve existing rights. Skerrett v. Presbyterian Society, 41 O. S. 606 (1885). Who entitled to compensation. Held entitled to. Owner of the fee. Cimeinnati v. Babb, 29 Wa L. B. 284; 4 L. D. 64; aff’d, no rep. 55 O. S. 637. Grantor as against subsequent grantee, in the absence of special agreement. Hatry v. Railway, 1 ©. C. 426, 1 C. D. 238 (1886). Contra, Railroad Co. v. Davis, 19 C. C. 589 (1900). See Railroad Co. v. Campbell, 51 0. S. 328 (1894); Railroad Co. v. Lersch, 58 O. S. 652 (1898). Trustee holding the property in trust. Trust Co.’ v.. BY & O48. W. BR. 7 N. P. n. 8. 497, 53 W. L. B. 450 (1908). Tenant for years. Cleveland v. Agricultural Society, 41 O. S. 600 — (1885); Foote v. Cincinnati, 11 Ohio 408 (1842). Mortgagee. Harrison v. Sabina, 1 C. C. 49, 1 C. D. 30 (1885). Remainderman. Gorrill v. Railway Co., 4 C. C. 398, 2 ©. D. 617 (1890). Held not entitled to. Subsequent grantee. Hatry Vv. Railway, 1. G. 426, 1 OC. D. 238 (1886); Hyde Park v. Dyer, 7 N. P. n. s. 244; 53 W. L. B. 335 (1908). Tenant from year to year who occupied the land until the end of the current year. Cincinnati v. Schmidt, 14 Ohio App. 426 (1921). Owner of easement, if not interfered with by publie use. Ohio — Oil Co. v. Railroad Co., 4 0. C. 210, 2 C. D. 505 (1889). Lot owners, in restricted allotment (damages for violation of the restrictions). Doan v. Railway, 92 O. S. 461 (1915); Ward v. Rail- way, 92 O. S. 471 (1915). i Owner of right of inchoate dower. Long v. Long, 99 O. 8S. 330 1919). Ee who had reserved right of entry and forfeiture if land — used for other than specified purposes. Cincinnati v. Babb, 29 W. L. — B. 84, 4 L. D. 464; aff’d, 55 O. S. 637. Section 11076. (Condemnation of unfinished road-bed.) — A railroad corporation of this state may condemn and ap- — propriate to its own use the interest and easement in and a quiet title to any unfinished road-bed, or part thereof, lymg — within the state, and on the line of its proposed road, owned — or claimed by another railroad company or companies, per son or persons, partnership or corporation, when such road- ¥ bed, or part thereof has remained in an unfinished condition, — and without having the ties and iron placed and continued — thereon for the period of five years or more, immediately — preceding the commencement of proceedings to condemn OF — 21438 APPROPRIATION OF PROPERTY. G.C. § 11079 appropriate it as herein authorized. Every such company, or companies, person or persons, partnership or corpora- tion shall be made a party defendant to such proceedings to condemn or appropriate it, and be required to answer therein, setting forth fully its or their title to or interest in such road-bed, or part thereof, so sought to be appro- priated, if any, it or they claim, to which answer the plain- tiff must plead issuably, unless it admits the validity of the defendant’s claim. In such case, if a party defendant be a non-resident of this state, or a foreign corporation, service of summons may be made by publication, as in other pro- ceedings to appropriate the property of foreign corporations, or persons not residing in Ohio. (R. S. See. 6445; April 5, 1882, 79 v. 65; R. S. 1880; March 23, 1875, 72 v. 71, § 9.) This section has no application to appropriation proceedings in general. Valley Ry. Co. v. Pouchot, 4 C.. C.. 187,.193. (1889); aff’d,’51 'O. D.. OFM Section 11077. (Construction of terms.) The terms ‘‘com- pany or companies’’ used in this chapter, also embrace ‘‘per- son or persons,’’ ‘‘partnership or corporation,’’ as used in the next preceding section. (R. S. See. 6445; 79 v. 65; R. 8S. 1880; 72 v. 71, § 9.) Section 11078. (Proceedings.) When it is determined by the court, upon issue of law, or by the jury upon issue of fact, or by the admission of the pleadings, or by reason of failure to plead that any company asserting such ownership or claim is not entitled thereto, judgment, including costs, must be rendered accordingly. But when in like manner it is determined that such a company has an interest in such road-bed,. or part thereof, so sought to be appropriated, the jury shall determine and state the amount of compensa- tion due to such company, according to law, on account of the appropriation of such interest. (R. S. Sec. 6446; March 23, 1875, 72 v. 71, § 9.) Section 11079. (Where action to be begun.) Such pro- ceedings may be commenced in the probate court, the com- mon pleas or the superior court of any county in which such road-bed, or part so sought to be appropriated or condemned is situated. All or part only of such road-bed within this state may be included in one proceeding, and when it is be- ‘gun in the common pleas or superior court, the same pro- ceedings shall be had as are prescribed in this chapter for its conduct in the probate court, so far as applicable and not excepted in this section. On motion, the case shall be G. C. § 11084 OHIO PRIVATE CORPORATIONS. ~ 2144 taken out of its order by the court or by a ‘reviewing court, and determined without unnecessary delay. The provisions of this chapter as to viewers shall not apply to appropria- tions of road-beds as herein authorized. (R. 8. See. 6447; April 5, 1882, 79 v. 65; R. S. 1880; March 238, 1875, 72 v. W089.) Section 11080. (Error.) Proceedings in error to such common pleas or superior courts, may be commenced di- rectly in the supreme court. (R. S. See. 6447; 79 v. 65; R. S. 1880; 72 v. 71, § 9.) Section 11081. (Statement of intention.) When a rail- road corporation commences proceedings under section eleven thousand and seventy-six, its president shall make, subseribe and file in the court where such: proceeding is had a state- ment under oath, declaring that it is the bona fide intention of such corporation to complete and operate a railroad on — the road-bed so sought to be appropriated. (Reo iS.otbees 6447; 79 v. 65; R. S. 1880; 72 v. Teh 9-2 Section 11082. (Failure to occupy road-bed for one year.) — For a_period of one year after it acquired right to occupy the road-bed, if such corporation fails to expend in and about the completion of a railroad thereon a sum equal to twenty- — five per cent of the total cost of completing it, to be estimat- q ed by the railroad commission of Ohio, then such road-bed — will be open to appropriation and condemnation by any other railroad corporation. (R. S. See. 6447; 79 v. 65; R. S. 1880; 72 v. 71, § 9.) 4 Section 11083. (Interpretation of word ‘‘road-bed.’’) The word ‘‘road-bed’’ used in any of the preceding sections includes rights of way, depot erounds, and other easements connected therewith, and it will be sufficient in the peti-— tion and proceedings under this chapter to designate the — road-bed as the road-bed of the railroad corporation by — which the route of the road was located and established — with the terminal points within which appropriation is sought. — (R. S. Sec. 6447; April 5, 1882, 79 v. 65; R. S. 1880; March — 93, 1875, 72 v. 72, § 9.) Section 11084. (Proceedings when land is held without — agreement.) When a corporation, authorized by law to make — appropriation of private property or lands reserved for school purposes, has taken possession of and is occupying — or using the land of any person, or such school lands for — 2145 APPROPRIATION -OF PROPERTY. G.C. § 11084 any purpose, and the land so occupied or used hag not been appropriated and paid for by the corporation, or is not held by an agreement in writing with the owner thereof, or the trustees or school officers having possession or control of such school lands, such owner or owners, or either of them, or such trustees or school officers, may serve writ- ten notice upon the corporation in the manner provided for the service of summons against a corporation, to pro- ceed under this chapter to appropriate the lands. On the failure of such corporation for ten days so to proceed, the Owner or owners or such trustees or school officers may file a petition in the probate court of the proper county setting forth the fact of such use or occupation by the corporation, that the corporation has no right, legal or equitable, there- to, and in cases of reserved sections sixteen and twenty- nine, or any part of sections granted by congress instead of section sixteen for school purposes, no right, legal or equit- able, derived from the trustees and officers named therein, that such notice has been duly served, that the time of limit. ation under the notice has elapsed, and such other facts, including a pertinent description of the land so used or occupied, as are proper to a full understanding of the case. (R. S. Sec. 6448; April 12, 1883, 80 v. 114; R. 8. 1880; April 23, 1872, 69 v. 88, § 21.) Cited, State v. Harrison, 81 O. S. 105. This section does not violate Art. 14 of the federal constitution. In re George, 5 C. C. 207 (1891). The remedy provided by this section is not a substitute for the right to recover possession, but is cumulative. Railroad Co. v. Perkins, 49 O. S. 326, 330 (1892). See § 11087. An abutting owner who is injured by the location of a railroad in'a street in front of his property may proceed under § 8765. Section 11084 is not exclusive. Traction Co. v. Hart, 2 Ohio App. 1; 19 C. C. n. 8. 71; 25 C. D, 347 (1913). When proceeding lies. This section applies only where the occupa- tion is without any agreement with the owner. Collins v. Craig Shipbuilding Co., 7 C. C. n. s. 350; 17 C. D. 802 (1905). It does not apply where the corporation holds under an agreement, although it has violated a condition subsequent ; Field v. Lake Shore, ete., Co., 3 C. C. n. 8. 130; 13 GC. D. 1 (1897); aff’d, 62 O. S. 633. , or where it uses the property for an unauthorized purpose. Collins v. Craig Shipbuilding Co., 7 C. C..n. s. 350; 17 C. D, 802 (1905). g Where the corporation took possession under. a verbal promise of compensation, but not paid, the owner may elect to proceed under this Section, or proceed on the verbal promise. ee Fries y. Wheeling, etc., Co., 56 O. 8. 135 (1897); s. ¢., 18 ©. ©. 7215,.14,0.) C,. 58. G. C. § 11084 OHIO PRIVATE CORPORATIONS. 2146 Who may bring proceedings under this section. Remainderman after death of the life tenant. Webster v. Railroad, 78 O. S. 87 (1908). Trust company holding the legal title in trust. Trust Co. v. Railway, 7 N. P. ns. 497 (Ins. Ct. 1908). See Bank v. Telegraph Co., 79 O. S. 89 (1908). he heirs of a deceased landowner, and not his administrator, are the proper parties to bring a proceeding under this section. Railway Co, v. O’Harra, 50 O."S) 667 “( 1893). The plaintiff must hold the legal title to the lands. Rapp v. Ohio, ete., R. Co., 5 N. P. 497 (1898). Harrison v. Sabina, 14 W. L. B. 27 (1885). Railroad Co, v. Davis, 19 .C..C. 589 (1900). Whether a subsequent grantee acquires the right of action under q this section merely by a conveyance of the land, has been differently decided. Hatry v. Railway, 1 C. C. 426, 1 C. D. 238 (1886; holding that grantee does not acquire the right); Railway v. Davis, 19 0. Gi 589; 10 C. D. 745 (1900; holding that right of action passes to grantee). ‘ ; Under § 8765 a right of action does not pass to the grantee. Railroad Co. v. Campbell, 51 O. S. 328 (1894); Railroad Co. v. Lersch, — 58 O. S, 652 (1898). q Where a public highway is occupied, the owner of the fee, being en- — titled to compensation, may enforce his rights under this section. Kramer v. Toledo, eté., R. R. Oo., 53 O. S. 436, 444 (1895). Railroad Co. v. O’Harra, 48 O. S. 343 (1891). Valley Ry. Co. v. Pouchot, 4 C. C. 187 (1889). Lawrence R. Co. v. Williams, 35 O. S. 168 (1878). Railroad Co. v. Wartenbee, 35 W. L. B. 2 (1895); s. ¢, 53 O. S, 689. The laying of an additional track in a street, and changing the grade — of the street, is a taking of property. Railroad Co. v. Hambleton, 40 O. S. 496 (1884). A tenant in common is an “owner” under this section, and, if ousted — by a railroad co-tenant, may sue for compensation and damages. Union, ete., Co. v. Railway, 7 N. P. n..s. 497 (Ins. Ct. 1908). In such case after the land has been occupied and its value de- preciated, the railroad can not compel the co-tenant to sell his in- ~ terest at its market value, but the co-tenant is entitled to one-half — the actual value of the entire land. Foote v. Railway, 21 C. C. 319, 11 C. D. 685 (1901); aff’d, no rep. 67 O. 8S. 543. Defendants. Where the title and estate of a railroad is in the cor- poration, it is the proper defendant, although a receiver has been appointed — in another state for some cause other than insolvency. ; Pittsburg, ete., R. Co. v. Perkins, 22 C. C. 630; 12 C. D. 676 (1888); — affirmed, 49 O. S. 326 (1892). z The lessor and lessee of a railroad may be jointly liable for injuries — to land abutting on a highway. a Railroad Co. v. Hambleton, 40 O. 8. 496 (1884). Jurisdictional facts. It must be alleged and proved that the cor — poration “has no right, legal or equitable, in the premises.” In re George, 5 C. C. 207 (1891). 4 Pittsburg, ete., R. Co. v. Perkins, 22 ©. C. 630; 12 C. D. 676 (1888) ; affirmed, 49 O. S. 326 (1892). - But such facts need not be found by the court before empanelling a jury. — Kramer v. Toledo, ete., Co., 53 0. S. 436 (1895). Trial. Either party is, on demand, entitled to trial by jury on an 2147 APPROPRIATION OF PROPERTY. G.C. § 11084 issue of fact as to the ownership of the land. But where no demand is made, the question may be heard and determined by the court. The jur- isdiction of the probate court is not defeated by a denial of the title of the plaintiff; and the court may, on the demand of either party, pro- ceed and impanel a jury for the trial of the issue, in any of the appro- priate modes provided by statute for the impanelling of juries in the common pleas court. Railroad Co. v. O’Harra, 48 O. S. 343 (1891). Wrongful taking does not divest title. The wrongful taking of land by a railroad company for a right of way does not divest the title of the owner, and reduce his remedy to a mere claim for compensation and damages. He continues the legal owner of the land until he loses the title by adverse possession. Railway Co. v. O’Harra, 50 O. S. 667, 678 (1893). Fries v. Wheeling, etce., Ry. Co., 56 O. S. 135 (1897). Railroad Co. v. Perkins, 49 O. S. 326 (1892). Railroad Co. v. O’Harra, 48 O. S. 343 (1891). See Hatry v. Painesville, ete., Ry. Co., 1 C. C. 426 (1886). Atlantic, ete., R. Co. v. Robbins, 35 O. S. 531, 540 (1880). Defenses. Estoppel. While an owner, who stands by, and without objection, sees a public railroad constructed on his land, will, after the road is completed, or large expenditures have been made thereon, upon the faith of his apparent acquiescence, be estopped from reclaiming the land, or enjoining its use by the railroad company, he is not thereby estopped from claiming compensation. Pennsylvania Co. v. Platt, 47 O. S. 366 (1890). Goodin v. Cincinnati, etc., Co., 18 O. S. 169 (1868). See Gorrill v. Toledo, ete., Ry. Co., 4 C. C. 398, 406 (1890). Fries v. Wheeling, etce., Ry. Co., 56 O. S. 135 (1897). Longworth v. Cincinnati, 48 O. S. 637 (1891). Cleveland, ete., Ry. Co. v. Reid, 4 N. P. 127 (1896). Central Trust Co. v. Valley Ry. Co., 37 W. L. B. 210 (1897). Coe v. Columbus, ete., R. R. Co., 10 O. S. 411 (1859) A corporation which has wrongfully entered on land must either yield possession or pay the value of the land. Railroad Co. y. Perkins, 49 O. S. 326, 332 (1892). Atlantic, ete., R. R. Co. v. Robbins, 35 O. S. 531, 588 (1880). See Teegarden v. Davis, 36 O. S. 601 (1881). Daily v. State, 51 O. S. 348, 363 (1894). Bothe v. Dayton, ete., R. Co., 37 O. S. 147 (1881). Statute of limitations. A proceeding under this section is not barred by the statute of limitations in less than twenty-one years. Fries v. Wheeling, ete., Ry. Co., 56 O. S. 135 (1897). Railroad Co. v. O’Harra, 48 O. S. 343 (1891). Railroad Co. v. Davis, 19 C. C. 589 (1900). Railroad v. Perkins, 22 ©. ©. 630, 12 C. D. 676; aff’d, no rep. 49 O. 8. 326. ; : - The limitation of two years in § 8765 applies only to incidental in- juries to property on or adjacent to highways, and does not include the remedy for injuries to the land itself. Railroad Co. vy. O’Harra, 48 O. S. 343 (1891). Railroad Co. v. Hambleton, 40 O. S. 496 (1884). j The statute does not begin to run against a remainderman until the death of the life tenant. G. C. § 11086 OHIO PRIVATE CORPORATIONS. 2148 Webster v. Railroad Co., 78 O. 8. 87 (1908). Saner v. Railroad Co., 7 Ohio App. 238, 28 O. C. A. 255. Compensation and damages. The measure of compensation is the value of the land at the time it is assessed in the proceeding. Railroad Co. v. Perkins, 49 O. S. 326 (1892); 8. ¢., 22)nCe OF°63t (1888). The heirs of a deceased owner may recover compensation for the land taken and damages to the remaining land, but not such damages to the lands of the decedent as he could have recovered in his lifetime in an action of trespass. Railway Co. v. O’Harra, 50 0. S. 667 (1893) .- See Railroad Co. v. Campbell, 51 O. S. 328 (1894). Baltimore, etce., R. Co. v. Lersch, 58 O. S. 639, 652 (1898). Railroad Co. v. Hambleton, 40 0. S. 496 (1884). A strip of land leased by a municipality to a railroad company for a term of years does not become a separate parcel of land. Upon appropriation of the strip the municipality may recover damages to the residue. Damages to the residue may be recovered either in an action to compel an appropriation, or in the appropriation proceeding. Railway Co. v. Cincinnati, 16 N. P. n. s. 587; 60 Bull. 284 (Insolvency Ct. 1914). Section 11085. (Demand of written statement describing the land occupied without appropriation.) Such owner or owners, or such trustees. or school officers, intending to in- stitute such proceeding, may demand, in writing, from the president or chief officer of such corporation a specific de- scription of each parcel of land so used or occupied without appropriation by it, of the work, if any, constructed or intended to be constructed thereon, and the use to which it is to be applied. Upon failure of the corporation for ten days to furnish this as fully as would be required of it in a proceeding to appropriate lands, the fact of such demand and failure may be alleged in the petition in such proceeding. — On notice to the corporation and proof thereof to the probate judge having jurisdiction of such appropriation, he shall re- strain it from the use and occupation of the land until such demand is complied with. Or, such owner or owners, OF trus- tees or school officers may cause the necessary surveys to be made therefor, and the costs thereof must be taxed to — the corporation in such proceeding. (R. 8. Sec. 6448; April @ 12, 1883, 80 v. 114; R. S. 1880; April 93, 1872, 69 v. 88, — § 21.) Section 11086. (Summons.) A summons shall issue and — be served upon the corporation, and thereafter the proceed- ings in such court be conducted to final judgment as pro- vided in this chapter. (R. S. See. 6449; April 12, 1882, 80 v. 114; R. S. 1880; April 23, 1872, 69 v. 88, § 21.) 2149 APPROPRIATION OF PROPERTY. G.C. § 11087 Section 11087. (Judgment and execution.) If the cor- poration fails to pay the judgment and costs awarded against it in the proceeding, they may be collected by execution as in other cases. This section and the next preceding sec- tion shall not impair or lessen the right the owner or owners or the trustees or school officers may have to proceed against the corporation as in other cases of the unlawful entry upon lands. (R. S. Sec. 6449; April 12, 1882, 80 v. 114; R. S. 1880; April 23, 1872, 69 v. 88, § 21.) Lien of judgment. A judgment rendered in a proceeding under § 11084 is not made a charge or lien on the land. Central Trust Co. v. Valley Ry. Co., 37 W. L. B. 210 (C. C. 1897). Railroad Co. v. Robbins, 35 O. S. 531, 539 (1880). But use of the property may be enjoined until the judgment is paid. § 11088. OTHER REMEDIES. The remedy provided by § 11084 and § 11085 is not a substitute for the remedy to recover possession but is cumulative. Railroad v. Perkins, 49 O. S. 326, 330 (1892). An abutting owner who is injured by the location of a railroad in a street in front of his property may proceed under § 8765. Section 11084 is not exclusive. Traction Co. v. Hart, 2 Ohio App. 1; 19i€src, n. 8s. 71; 25 C. D. 347 (1913). Injunction. An owner may enjoin a corporation from entering upon his land until it has been appropriated and paid for. Gorill v. Toledo, ete., Ry. Co., 4 C. C. 398, 404 (1890). Railway Co. v. Lawrence, 38 O. S. 41 (1882). Hathaway v. Springfield, ete., R. Co., 2 W. L. M. 481 (1860). See Dayton, etc., R. R. Co. v. Marshall, 11 O. S. 497 (1860). Coe v. Columbus, ete., R. Co., 10 O. S. 412 (1859). The owner of land abutting on a highway may enjoin the construction of a railroad therein until he shall have been fully compensated, and in a proper case a mandatory injunction may issue requiring the company to restore the street. Toledo Bending Co. y. Manufacturers’ Ry. Co., 2 N. P. 317 (1895). Ejectment. An owner of land wrongfully occupied may proceed under §§ 11084 and 11085, or may bring his action in ejectment. Raymond v. Toledo, ete., iy Oe. MET POMS ee TIS e PSOr ) EO Te PORES 639. Atlantic. ete.. R. R. Co. v. Robbins, 35 O. S. 531 (1880). Bothe v. Dayton, ete., R. Co., 37 O. 8. 147 (1881). Saner v. Railroad Co., 7 Ohio App. 238; 28 O. C. A. 255. But where the corporation took possession under an agreement, the owner can not maintain an action in ejectment, although the corporation has committed a breach of a condition subsequent in the agreement. Hornback v. Cincinnati, ete., Co.. 20 O. S. 81 (1870). Fries v. Railway, 56 O. S. 135 (1897). See Field v. Lake Shore. ete., Ry.,. 9 C..Ga n, sols0; 13:C,.. 1 (1897).; aff'd, 62 O. S. 633. : A pending suit to recover possession of land, with rents, ete., is not a bar to an action under § 11084. Trust Co. v. Railway, 7 N. P. n. s. 497 (Ins. Ct. 1908). G. C. § 11089 OHIO PRIVATE CORPORATIONS. 2150 Conversion. Where the owner elects to sue for compensation and damages his action must be under § 11084. Railroad Co. v. Robbins, 35 O. S. 531 (1880). Turnpike Co. v. Cincinnati, ete., R. Co., 5 W. L. B. 648 (1880). Suit for compensation in common pleas court. Where land is held by a company under a verbal agreement, and the owner elects to treat it as an appropriation in fact and tenders conveyance, and sues in the common pleas court, he can not enlarge his suit so as to include an inquiry of damages to other lands, but allegations of such damage will not affect the jurisdiction of the common pleas court. Fries v. Wheeling, ete., Ry. Co., 56 O. S. 135 (1897); s. ¢, 18 C. C. Teas hh CCS 60: Trespass. See Little Miami R. R. Co. v. Whitacre, 8 O. S. 590 (1858). Cleveland, etc., R. Co. v. Stackhouse, 10 O. S. 567 (1860). Hathaway v. Springfield, ete., R. Co., 2 W. L. M. 481 (1860). Ward v. Marietta, ete., Bridge Co., 6 O. S. 15 (1856). Appropriation proceedings are not a bar to an action for damages for a trespass previously committed in grading. Schaible v. Lake Shore, ete., Co., 10 C. C. 334; 6 C. D. 505 (1895). Effect of appropriation. After appropriation the owner can not maintain a common law action for damages resulting from construc- tion of a railroad on his land. Hueston v. Railroad, 4 O. S. 685 (1855). : Nor can he maintain an action against an employe of the road for cutting timber on the land appropriated. Prather v. Ellison, 10 Ohio 396 (1841). Section 11088. (Injunction may issue against corpora- tion.) If execution issued as provided in the next preceding section be returned unsatisfied, in whole or part, with the indorsement that no goods, chattels, lands or tenements, ean be found whereon to levy, or if the judgment remains unsatisfied for more than sixty days from its rendition, the court, by injunction, may restrain the corporation from using or occupying the lands until the judgment and costs are paid. (R.S. See. 6450; April 23, 1872, 69 v. 88, ‘§ 22.) This section does not authorize an injunction without an undertaking. In re George, 5 C. C. 207 (1891). A corporation which has prosecuted error to the judgment can not take possession, while the error proceeding is pending, without paying the amount of the judgment. An undertaking is not a substitute for payment. Such possession may be enjoined under this section after sixty days from the rendition of the judgment. In re George, 5 C. C, 207 (1891). See note to § 11065. Section 11089. (Fees.) The jurors summoned, and at- tending or serving, in accordance with the provisions of. this chapter, shall be paid the same fees per day as jurors in the court of common pleas, and also five cents per mile ‘ ‘a 2151 APPROPRIATION OF PROPERTY. G.C. § 11090 for each mile of the distance they travel in the discharge of their duties. Witnesses must be allowed the same fees and mileage as for attendance at the court of common pleas. The sheriff shall be entitled to such fees as he is allowed by law for similiar services in other cases, but not anything in the way of poundage, except on money made on execution. The clerk shall be entitled to a fee of one dollar and fifty cents for drawing, and certifying to the probate judge, the list of jurors. The probate judge shall be allowed to enter a charge of five dollars in the cost bill for each day occupied in the trial of a cause, in addition to his other fees provided by law. The whole costs so taxed must be adjudged against and paid by the corporation, except as provided in the next following section. (R. S. Sec. 6451; April 23, 1872, 69 v. 88, § 24.) _Constitutionality. This section is constitutional. Railroad Co. v. County, 71 O. S. 454 (1904). Traction Co. v. Felix, 5 C. C. n. s. 270; 15 C. D. 393 (1904) ; aff’d, 72 0. S. 608. Fees of jurors. This section requires that the fees and mileage of jurors be taxed as a part of the costs against the corporation. Railroad Co. v. County, 71 O. S. 454 (1904). Traction Co. v. Felix, 5 C. C. n. s. 270; 15 C. D. 393 (1904); aff'd, 72 0. S. 608. Jurors drawn from the box are talesmen under § 11051 and the fees of a jury so made up should be taxed as a part of the costs. Hosbrook v. Traction Co., 5 C. C. n. s. 209; 17 C. D. 42 (1904) ; aff'd, 75 O. S. 584. Fees of probate judge. The $5 per day is for the trial of the ease to the jury. It may not be charged upon the hearing of a mo- tion, demurrer, or hearing of preliminary questions under § 11046. Opins. Atty. Gen. 1917, p. 1288. Section 11090. (When costs apportioned.) A corpora- tion, by its proper officer, agent, or attorney, at the time of filing the petition with the probate judge, may deposit with him such sum of money, for each separate parcel of prop- erty as it deems a just compensation for the property, rights, and interests described in the petition, and sought to be ap- propriated. If the final verdict of the jury as to any parcel of property does not exceed the amount so deposited, and the owner has refused, after notice of such deposit, to accept it, the whole costs of the proceedings as to such parcel shall be equally divided between the corporation and the owner or owners of the property. When the final verdict as to any parcel or parcels exceeds, and as to other parcel or par- eels does not exceed, the amount deposited, the probate G. C. § 11091 OHIO PRIVATE CORPORATIONS. 2152 judge shall apportion the costs in such manner as he deems just. (R. S. See. 6452; April 23, 1872, 69 v. 88, § 24.) Section 11091. (When this chapter does not apply.) The © provisions of this chapter shall not apply to proceedings by © state, county, township, district, or municipal authorities, to — appropriate private property for public uses, or for roads © or ditches. In all such cases it shall be optional with such — authorities to pay the judgment rendered against them, or to pay the costs and decline to take the property sought to — be appropriated. (R. 8S. See. 6453; April 23, 1872, 69 v. 88, § 25.) See Railway Co. v. Greenville, 69 O. S. 492 (1903). ; Cincinnati v. Lohman, 10 C. C. n. s. 119; 20 C.D. 92 (1907). a Conservancy District v. Bowers, 100 0. S. O17, £1919). . Kraemer v. Board of Education, 8 Ohio App. 428; motion to cer- — tify record overruled, 15 O. L. R. 432. q 2153 CODE OF CIVIL PROCEDURE. G. C. § 11232 PART XXVI. CODE OF CIVIL PROCEDURE. §11225-1. When bank liable on § 11275. When this chapter does forged or raised check. not apply. § 11231. When action deemed com- § 11276. Further provisions as to menced. non-residents. § 11232. When corporation goes in- § 11288. How served upon corpora- to hands of receiver. tion. § 11233. Saving in case of reversal, § 11289.. On an insurance company. ete. § 11290. On foreign corporation. 811272. Other actions against cor- § 11292. Service by publication. porations. § 113851. Pleadings to be subscribed § 11273. Action against railroad and verified. company, interurban, § 11416. Change of venue in cor- suburban or street rail- poration suit. road and stage compa- § 11761. How judgment creditor to nies, where brought. proceed. § 11274. Against turnpike compa- § 11819. Grounds of attachment. nies. § 11833. How garnishee served. Section 11225-1. (When bank liable on forged or raised check.) No bank which has paid and charged to the ac- count of a depositor any. money on a forged or raised check issued in the name of said depositor shall be liable to said depositor for the amount paid thereon unless either, (1) within one year after actual written notice to said depositor that the vouchers representing payments charged to the account of said depositor for the period during which such payment was made are ready for delivery, or (2) in ease no such notice has been given, within one year after the return to said depositor of the voucher representing such payment, said depositor shall notify the bank that the check so paid is forged or raised. (June 12, 1911, 102 v. 441.) This section mentions liability to depositors only and not to the -holder of a check. A bank is not liable to the holder unless and until it accepts or certifies the check. Savings Co. v. Walker Co., 92 O. S. 406 (1915). Section 11231. (When action deemed commenced.) With- in the meaning of this chapter, an attempt to commence an action shall be deemed to be equivalent to its commencement, when the party diligently endeavors to procure a service, if such attempt be followed by service within sixty days. (R. S. Sec. 4988; March 16, 1894, 91 v. 72; R. S. 1880; 51 v. 57, §20; S. & ©. 949.) Section 11232. (When corporation goes into hands of a receiver.) If the defendant is a corporation, either foreign G. C. § 11233 OHIO PRIVATE CORPORATIONS. 2154 or domestic, and whether its charter prescribes the manner and place of service, or either, and before the expiration of such sixty days it passes into the hands of a receiver, then, following such attempt to commence an action, within such sixty days service may be made upon such receiver, or his cashier, treasurer, secretary, clerk or managing agent, or if none of these can be found, by a copy of the summons left at the office or usual place of business of such agents or officers of such receiver, with the person in charge thereof. If such corporation is a railroad company, summons may be served upon any regular ticket or freight agent of the re- ceiver, or, if there be no such agent, then on any conductor of such receiver, in any county in the state in which the company’s railroad is located. The summons shall be re- turned as if served upon the defendant. (R. S. See. 4988 ; March 16, 1894, 91 v. 72; R. S. 1880; 51 v. 57; §20; S. & C. 949.) This section does not apply to original service, but applies only to service after the failure of a diligent attempt. Collins v. B. & O. R. Co, 7 N. P. 270; 7%. D. 445 (C. P. 1898). In an action against a railroad company, service on the ticket ageut of its receiver is not service on the company. Collins v. B. & O. R. Co, 7 N/P. 270; 7 L. D. 445 (C. P. 1898) Railroad Co. v. Orme, 1 C. C. gl1; 1 C. D. 285 (1885). Where the person served was’not the agent of the receiver at the time of service, the attempted service is nugatory. B. & O. R. Co. v. Freeman, 112 Fed. 237; 18 O.. Fy D.66 (GoU. Ae 1901). Independent action in federal court against receiver, see B. & O. R. Co. v. Freeman, 112 Fed. 237; 13 O. F. D. 66 (C. C. A. 1901). Section 11233. (Saving in case of reversal, etc.) In an action commenced, or attempted to be commenced, if in due time a judgment for the plaintiff be reversed, or if the plain- tiff fails otherwise than upon the merits, and the time lim- — ited for the commencement of such action at the date of @ reversal or failure has expired, the plaintiff, or, if he dies and the cause of action survives, his representatives may commence a new action within one year after such date, and this provision applies to any claim asserted in any pleading by a defendant. If the defendant is a corporation, foreign or domestic, and whether its charter prescribes the man- ner and place, or either, of service of process thereon, and it passes into the hands of a receiver before the expiration of such year, then service to be made within the year fol- lowing such original service or attempt to begin the action may .be made upon such receiver or his cashier, treasurer, secretary, clerk or managing agent, or if none of these offi- 2155 CODE OF CIVIL PROCEDURE. G. C. § 11272 cers can be found, by a copy left at the office or the usual place of business of such agents or officers of the receiver with the person having charge thereof. If such corporation be a railroad company, summons may be served on any reg- ular ticket or freight agent of the receiver, and if there be no such agent, then upon any conductor of the receiver, in any county in the state in which the railroad is located. The summons shall be returned as if served on such defendant. (R. S. See. 4991; March 16, 1894, 91 vy. 72; R. S. 1880; 51 v. d7, §23; S. & C. 950.) Where a suit for false imprisonment was brought in federal court against two corporations, one a New York corporation, and the other an Ohio corporation, and a demurrer by the New York corporation was sus- tained, and the case was thereafter dismissed, on the application of the Ohio corporation, for want of jurisdiction, the proceeding was held to be the commencement of an action within the meaning of this section, and plaintiff was entitled to commence a new action within one year from such date, although under G. C. §11225 the action would be barred. Railway v. Bemis, 64 O. S. 26 (1901). A voluntary dismissal by plaintiff.is not a failure contemplated by this section. Siegfried v. Railroad, 50 O. S. 294 (1893); White v. Foundry Co., 24 ©. CG. n. s. 180 (1902). The new action to be commenced within one year must be the Same as the first action, and between the same parties. Larwill v. Burke, 19 ©. C. 449; 10 C. D. 579 (1900); aff’d, no rep. 66 O. S. 683. Section 11272. (Other actions against corporations.) An action other than one of those mentioned in the next four preceding sections, against a corporation created under the laws of this state, may be brought in the county in which such corporation is situated, or has or had its principal office or place of business, or in which such corporation has an office or agent, or in any county in which a summons may be served upon the president, chairman or president of the board of directors or trustees or other chief officer. If such corporation is an insurance company, the action may be brought in the county wherein the cause of action or some part thereof arose; but if it be organized for the purpose of mining or operating for petroleum oil or gas, either ex- clusively or in connection with other business, the action may be brought in any county where such corporation owns or operates a mine or a well for petroleum oil or gas, and the cause of action, or a part thereof arose. (R. S. See. 9023; February 15, 1877, 74 v. 29, §48; R. S. 1880, § 5026; January 16, 1885, 82 v. 5; Aprir 191898 93. v' 125. April 16, 1900, 94 v. 270, § 5023; April 23, 1902, 95 v. 287.) The word ‘‘may’’ in this section does not mean ‘‘must’’. Bond v. Insurance Co., 12 Ohio App. 39, 31 O. C. A. 407 (1919). See Casebolt G. C. § 11272 OHIO PRIVATE CORPORATIONS. 2156 v. Railroad, 5 Ohio App. 431, 26 C. C. n. s. 161 (1916); Stanton v. Enquirer Co., 7 N. P. 589 (1899). Although in several earlier cases it had been so held. Kinsey ¢. Iron Works, 4 N. P. 293; 6 L. D. 446 (1897). Johnson v. Railway Co., 5 N. P. n. s. 347; 18 L. D. 247 (1907). This section is not intended to apply to statutory actions in which a different rule or mode of proceeding is specially authorized. Infirmary v. Toledo, 15 O. S. 409 (1864). A suit by a stockholder to enjoin a corporation from acquiring stock in another corporation must be brought in a county having jurisdiction over the corporation in which the plaintiff is a stock- holder. Westfall v. Railway, 13 N. P. n. s. 217; 22 L. D. 75 (1910). To what corporations applicable. This section applies to life insur- ance companies as well as to fire insurance companies. The action may be brought in the county where the death of the insured occurred. Insurance Co. v. Pyers, 36 O. S. 544 (1881). See Householder v. Association, 6 N. P. 520; 8 L. D. 321 (1898). This section does not limit the venue of an action against an in- surance company to the county in which it arose. Bond v. Insur- ance Co., 12 Ohio ‘App. 39, 31 0. OC. A. 407 (1919). This section applies to an Ohio railroad company owning or oper- ating a railroad within the state. Section 11273 is not exclusive. Casebalt v. Railroad Oo., 5 Ohio App. 431; 26 C. C. n. s. 161 (1916). This section applies to a corporation organized under a special char- ter, which has brought itself under the general laws. Insurance Co. v. Bowersox, 6 C. C. 275; 3 C. D. 451 (1892). Where actions brought. Where suit may be brought in either of two counties and an ac- tion is brought in one, but summons issued to the sheriff of the other county, the action is improperly brought and the service should be set aside. Fostoria v. Fox, 60 O. S. 340 (1899). County where principal office or place of business is located. An Ohio corporation can: be sued only where it is situated, or has its prin- cipal place of business or where an officer or agent is maintained. Kinsey v. Iron Works, 4 N. P. 293; 6 L. D. 446 (1897). Coal Co. v..Coal Co., 7 N. P. 191;.6 L. D. 178 (1897). Akron Co. v. Hammond, 24 ©. C. n. s. 278 (1902). ‘he words “has or had” in this section contemplate a suit against a corporation in the county in which its principal place of business had veen located, although it had been removed to another county. Campbell v. Park Co., 3 N. P. 159; 4 L. D. 152 (1896). See Coal Co. v. Coal Co., 7 N.. P. 191; 6 L. D. 178 (1897); s. ¢., 4 N. P. 115. Personal service upon the president of a corporation, not having its principal office or place of business in Cincinnati, does not confer jurisdiction on the Superior Court. Schriefer v. Safe Cabinet Co., 21 IN, as te Be eee CLOT). 4 A trust company, having its principal place of business in one county, and a branch in another county, is not ‘‘situated’’ in the latter county within the meaning of the county depository law. State v. Oviatt, 4 N.. P. n.'s. 481, 17 L. D. 451 (1906). County in which corporation has an office or agent. A sales agent is not a managing agent and an action may not be maintained in a county in which it has a sales agent only. Monnett v. Goodyear Co., 23 N. P. n. s.. 486 (1920). 2157 CODE OF CIVIL PROCEDURE. G. C. § 11273 Suits against joint defendants. Quo warranto proceedings against several corporations, seeking a forfeiture of their corporate franchises for an illegal agreement or conspiracy in restraint of trade and in viola- tion of the anti-trust laws, may be commenced in any county where one or more of the defendant corporations has its principal office or place of business, and summons may be issued to other counties for the other defendant corporations. State v. King Bridge Co., 7 C. C. n. s. 557; 18 C. D. 147 (1906). A domestic corporation of another county may be sued jointly with a resident of the county where the suit is brought, and, under G. C, §11282 summons may issue to the county where such corporation has its principal office or place of business. Baldwin v. Wilson, 7 N. P. 506; 9 L. D. 620 (C. P. 1900). Stanton v. Enquirer Co., 7 N. P. 589; 9 L. D. 801 (C. P. 1899). The receiver of a corporation may be sued in a county other than that of his domicile when joined as a defendant with a resident of the county where suit is brought. Rogers v. Railroad Co., 6 N. P. 291; 8 L. D. 107 (G2 -PL7 1899}: Insurance company. Under this section jurisdiction may be obtained over a defunct insurance company in a suit brought in a county other than the one in which its principal office is situated; but such jurisdic- tion does not extend to trustees appointed under G. C. § 12325 et seq. to administer the affairs of such company, and a motion to quash the service as to the trustees individually should be sustained. Lerenman v. Insurance Co., 11 N. P. n. s. 58; 21 L. D. 269 (CAP 1911.) Oil or gas company. Where a corporation has oil or gas wells in a county, it may, under this section, be sued therein although its principal office is in another county. Hankinson v. Gas Co., 10 N. P. n. s. 269 (C. P. 1910). Consent or waiver. An action against a corporation may be brought by consent of the parties in a county where the corporation is not situ- ated and has no office, officer or agent, if the court has jurisdiction of the subject matter of the action. Such consent is evidenced by answer and trial on the merits. Reece v. Hydraulic Co., 12 C. D. 728. The appearance of a defendant corporation in court for the sole purpose of objecting, by motion, to the jurisdiction of the court over it, is not an appearance in the action. Kinsey v. Iron Works, 4 N. P. 293; 6 L. D. 446 (C. P. 1897). President or other chief officer. Where the president is a non- resident of, or is absent from, the state, the vice president is the ‘‘chief officer’? upon whom service may be made. Towne v. National Co., 10 Ohio App. 265, 29 O. OC. A. 375 (1917); motion to certify rec- ord overruled, 15 O. L. R.: 559. The secretary is not a ‘‘chief officer’’. Akron Co. v. Hammond, 24 C. CO. n. 8. 278 (1902). Section 11273. (Action against railroad company, interur- ban, suburban or street railroad, and stage companies, where brought.) An action against the owner or lessee of a line of mail stages or other coaches, a railroad company, inter- urban railroad company, suburban railroad company oF street railroad company owning or operating a railroad, in- G. C. § 11273 OHIO PRIVATE CORPORATIONS. 2158 terurban railroad or street railroad within the state, or against a transportation company owning or operating an electric traction road located upon either bank of a canal belonging to the state, may be brought in any county through or into which such line, railroad, interurban rail- road, street railroad or electric traction railroad, passes or extends; provided that all actions against such owner, lessee or company for injuries to person or property, or for wrongful death must be brought in the county in which the cause of action or some part thereof, arose, or in the eounty in which the claimant for injuries to person or prop- erty or one whose wrongful death was caused, resides at the time when the cause of action arose, if the road or line of such owner, lessee or company or any part thereof be located in such county. If no part of such line or road be located in such county, then such actions may be brought in the county in which any part of such road or line is — located, nearest the place where the claimant for injuries — to person or property or the one whose wrongful death was caused, so resided. (109 v. 81; 108 (Pt. 1) v. 49; R. S. Sec. 5024; April 3, 1866, 63 v. 87, § 49; R. S. 1880, § 5027; April 16, 1900, 94 v. 270, § 5024; April 23, 1902, 95 v. 258.) In this section the word ‘‘may’? does not mean ‘‘must’’. Case- bolt v. Railroad Co., 5 Ohio App. 431; 26 0. OC. n. s. 161 (1916). Contra, Kinsey v. Iron Works, 4 N. P. 293; 6 L. D. 446 (1897); J ohn- son v. Railway Co., 5 N. P. n. 8. 347; 18 L. D. 247 (1907). This section refers expressly to railroad companies. Rogers v. Railroad Co., 6 N. P. 291; 8 L. D. LOT HCHP.21899):. Collins v. Railroad Co.. 7 N. P. 270; 7 L. D. 445 (C. P. 1898). An action against an Ohio railroad company may be brought under § 11272. Section 11273 is not exclusive. Casebolt v. Railroad Co., 5 Ohio App. 481; 26 C. C. n. s. 161 (1916). The petition need not allege that the railroad of the defendant — passes into or through the county in which the action is brought. — Railroad v. Morey, 47 O. 8. 207 (1890). But the court can not take judicial notice of the fact. State v. Railroad, 18 C. ©. n. s. 546 (1912). Where the petition alleges that the railroad of the defendant passes through the county, in order to raise the issue of jurisdiction, — the defendant should file an answer denying the allegation. Admis- — sion in open court, by plaintiff, that the railroad does not extend into ~ the county, does not, alone, deprive the court of jurisdiction nor au: thorize a writ of prohibition. Railroad v. Common Pleas Court, 6 © Ohio App. 244, 28 O. OC. A. 364 (1916). Where actions brought. A railroad company may be served with — summons in a county through which it does not run when properly — joined as a codefendant. 4 Railroad Co. v. McPeek, 16 C..C. 87; 8 C. D. 742 (1898). Brooks v. Railway Co., 15 L. D. 549 (C. P. 1904). A railroad company may be sued in a county where it operates a leased line. i 2159 CODE OF CIVIL PROCEDURE. G. C. § 11275 Railway Co. v. McLean, 1 C. C. 112; 1 C. D. 67 (1885); aff’d, no rep,, 19. W.-L.. B. 217. Swan v. Railroad Co.,/4 L. D. 71 (1895). Jurisdiction is not obtained over a railroad company in an action brought in the county where its principal office is located, where its line of road does not pass through the county. Johnson. v. Railway Co., 5 N. P. n. s. 347; 18 L. D. 247. (C. P. 1907). See Brooks v. Railway Co., 15 L. D, 549 (1904). Foreign railroad companies. An action against a foreign railroad company may be brought in a county through which its road passes. Swan v. Railroad Co., 4 L. D. 71 (1895). Consent or waiver. ‘This section relates solely to the jurisdiction of the person, and it is not necessary that the petition should state that its road passes into or through the county where the action is brought. A railroad company, like a natural person, submits itself to the jurisdiction of the court by appearing for any other purpose than to object to such jurisdiction. Railroad Co. v. Morey, 47 O. S. 207 (1890). Where a railroad. company objects to jurisdiction over its person and expressly reserves its rights in that behalf, it does not voluntarily submit to the jurisdiction by answering on the merits, where the ques- tion of jurisdiction can only be decided by a trial on the merits. Johnson v. Railway Co., 5 N. P. n. s. 347; 18 L. D. 247 (C. P. 1907). Motion to quash summons as an entry of appearance, see Railway Co. v. McLean, 1 C. C. 112; 1 C. D. 67 (1885). The filing of a motion for an interpleader has been held not to amount to the entering of an appearance. Squire v. Railroad Co., 1 C. C. n. s. 854; 15 C. D. 30 (1908). Section 11274. (Against turnpike companies.) An action other than one of those mentioned in sections eleven thous- and two hundred and sixty-eight, eleven thousand two hundred and sixty-nine, eleven thousand two hundred and seventy and eleven thousand two hundred and _ seventy- one against a turnpike road company, may be brought in any county in which any part of the road lies. (R. S. Sec. 5025; March 14, 1858, 51 v. 57, §50; R. S. 1880, § 5028; April 16, 1900, 94 v. 270, § 5025; S. & C. 960.) Section 11275. (When this chapter does not apply.) When the charter of a corporation created under the laws of this state prescribed the place where suit must be brought, that provision shall govern. (R. S. See. 5026; March 14, 1853, 51 v. 57, §51; R. S. 1880, § 5029; April 16, 1900, 94 v. 270, § 5026; S. & C. 960.) Under the charter of the Portage County Mutual Insurance Company suit can only be brought in Portage County. Insurance Co. v. Stukey, 18 Ohio 455 (1849). Insurance Co. v. West, 6 O. S. 599 (1856). This section is not applicable where the company has acted under general laws and thus lost its special rights. ‘nsurance Co. v. Bowersox, 6 C. C. 275; 3 C. D. 451 (1892). G. C. § 11276 OHIO PRIVATE CORPORATIONS. 2160 Section 11276. (Further provisions as to non-residents.) An action other than one of those mentioned in sections eleven thousand two hundred and sixty-eight, eleven thous- and two hundred and sixty-nine, eleven thousand two hun- dred and seventy and eleven thousand two hundred and seventy-one against a non-resident of this state, or a foreign corporation, may be brought in any county in which there is property of, or debts owing to the defendant, or where such defendant is found, or where the cause of action or some part thereof, arose. (R. 8. Sec. 5027; March 14, 1853, 51 v. 57; § 52; R. S. 1880, § 5030; April 16, 1900, 94 v. 270, § 5027; April 17, 1902, 95 v. 203; S. & C. 960.) The general rule here declared has no reference to actions upon causes arising in this state. No matter where the cause arose, if the subject matter be within the jurisdiction of the court. Nor is the rule confined to corporations, other than insurance companies. Any foreign corporation which may be found in this state, may be sued in any county in this state in any court having jurisdiction of the subject matter of the suit. Handy v. Insurance Co., 37 O. S. 366, 371 (1881). A plaintiff may sue in Ohio for an injury to property in Ohio oe- casioned by the diversion of water in Pennsylvania. Thayer v. Brooks, 17 Ohio 489 (1848). Construction of section prior to amendment of 1902 (95 v. 203). See Handy v. Insurance Co., 37 O. S. 366 (1881). Foreign corporations. The words “foreign corporation” in attach- ment cases under the original form of G. C. § 10253 meant foreign to the state, not foreign to the county. Boley v. Trust Co:, 12 0. 8. 139 (1861). Where a foreign corporation has its office and business in one county, and has a debtor in another county, it may be sued and the debts attached in the latter county, personal service being had in the county where its offices are situated. Rainey v. Jefferson Iron Works, 8 C. C. 674; 4 C. D. 231 (1894). An action against a foreign life insurance company may be brought | where the death of the insured occurred. Householder v. Kansas Life Association, 6 N. P. 520; 7 L. D. 544 (1898). Where there are debts owing to a defendant corporation in a county, an action may be brought, under this section, in such county. Rosenbaum Co. v. Cohen & Mack, 13 C. C. n. s. 102 (1910). A freight car, used in interstate traffic, and in transit into and from the state, is not subject to seizure in attachment for the purpose of giving jurisdiction. Buckeye Buggy Co. v. Railway Co., 3 0. L. R. 426; 16 L. D. 279 (C. P. 1905). i Pullman Co, v. Linke, 11 O. L. R. 64; 203 Fed. 1017 (D. C. 1913). Service. No jurisdiction can be acquired over a non-resident of the state, unless he is personally. served, or appear, or unless the action is one in which service by publication can be made. Williams v. Welton, 28 O. S. 451 (1876). Personal service is not necessary in attachment or garnishment pro- | 2161 CODE OF CIVIL PROCEDURE. G. C. § 11288 ceedings against a non-resident debtor. Service by publication is suffi- cient. Goebel v. Bank, 3 N. P. 109; 4 L. D. 127 (1896). Section 11288. (How served upon corporation.) A sum- mons against a corporation may be served upon the presi- dent, mayor, chairman or president of the board of direc- tors or trustees, or other chief officer; or if its chief officer be not found in the county, upon its cashier, treasurer, secre- tary, clerk, or managing agent; or, if none of such officers can be found, by & copy left at the office or usual place of business of the corporation with the person having charge thereof. If such corporation is a railroad company, whether foreign or domestic, and whether the charter thereof pre- seribes the manner and place, or either, of service of pro- cess thereon, or, if it be a street railroad company, owning or operating a street railroad passing through two or more counties, or a transportation company owning or ‘operating an electrie traction road located upon either bank of any canal belonging to the state, the summons may be served upon any regular ticket or freight agent of such railroad company or street railroad company or transportation com- pany; or, if there be no such agent, then upon any con- ductor in charge of any train or car upon such railroad or street railroad, or upon any motorman or other person in charge of any electric traction car engine or motor upon any such electric traction road, in any county in this state, in which such railroad, street railroad, or electric traction road is located, or through which it passes. But, if the defendant is an incorporated river transportation company, whether organized under the laws of this or another state, the service of a summons may be upon the master, or other chief officer, or any of its steamboats or other eraft, or up- on any of its authorized ticket or freight agents, at any port where it transacts business. (R. S. Sec. 5041; 65 v. 116, § 66; 76 v. 145; §10; 51 v. 57, §66; S. & C. 963; Berk Ss. 542; R. S. 1880; § 5044; 94 v. 273, § 5041; April 23,1 902, 95 v. 258.) Service under this section is limited to Ohio corporations and such foreign corporations as are therein described. Hurd v. Ransom, 13 Ohio App. 135, 31 O. C. A. 477 (1920); Railroad v. Transportation Co., 32 O. 8. 116. This section and §11290 are exclusive of each other. Section 11290 furnishes the only method of service on foreign corporations, other than those described in this section. Hurd v. Ransom, 13 Ohio App. 135, 31 0. CG. A. 477 (1920); Goode v. Association, SiO. Li R. 600, 16 L. D. 586 (C. P. 1906); Barney v. Railroad, 1 Handy 571 (1855). Contra, Lively v. Picton, 218 Fed. 401 (C. C. A. Ohio 1914); Consolidated Co. v. Maumee Co., 284 Fed. 550. G. C. § 11288 OHIO PRIVATE CORPORATIONS. 2162 q President or other chief officer. Service on the president or chief officer must be had personally. Service by leaving a certified copy of the summons at the usual place of residence of the president is not a compliance with this section, is de- fective and will be quashed on motion. State v. King Bridge Co., 7 C. C. n. 8. 557; 18 C. D. 147 (1906). Where a suit has been rightfully brought against a corporation, service may be had on the president in that or any other county, or if service can be otherwise made in the county by serving other officers, ete., it is not necessary to follow the president to another county. Campbell v. Woodsdale Park Co., 3 N. P. 159; 4 L. D. 152 (1896). When the president is a non-resident of, or is absent from, the ~ state, the vice president is the ‘‘chief officer’? upon whom service may be made. Towne v. National Co., 10 Ohio App. 265; 29 O. C. A. 375 (1917); motion to certify record overruled, 15 O. L. R. 559. r The secretary is not a ‘‘chief officer’’. Akron Co. v. Hammond, 24 0. C. n. 8s. 278 (1902). Subordinate officers or agents. When service is made upon a sub- ordinate officer, it must appear from the return that the chief officer of the — corporation could not be found. When made by copy left at the office ~ or usual place of business of such corporation, with the person having charge thereof, the return must show that none of the specified officers, either chief or subordinate, could be found in the county. Fee v. Iron Co., 138 0. S. 563 (1862). Bucket Pump Co. v. Eagle Iron Co., 21 C. C. 229 (1900). State v. Standard Oil Co., 15 C. C. n. s. 212 (1907). A return by a sheriff which sets forth that on a day named “I served — this writ on the within company by delivering a true and certified copy 7 thereof to the treasurer” (naming him) “the president or other chief — officers not found in my county” is in exact conformity with this section. — Parker v. Iron Works, 3 C. ©. n. s. 547; 18 C.D. 444 (1902). . A service of summons on a corporation, “by delivering a true copy of this writ, with all indorsements thereon, to John Doe, secretary of — the company, no other chief officer being found,” is a compliance with — the statute. P Hotel Co. v. Trust Co., 25 W. L. B. 375 (1891); s. ¢, 25 W. L. Bag 295, A return of an order of attachment reciting that “the attachment was served upon the following named persons, and firms: The 8. G. L. Company” is insufficient and does not give the court jurisdiction. Prout v. Post, 12 L. D. 141 (C. P. ). Service on a travelling solicitor of business is insufficient. Wilson — v. Railroad, 16 W. L. B. 6. . Service on the chief clerk of the superintendent is not service — oh a chief officer. Railway Co. v. Copenhauer, 12 ©. C. n. 8. 69 & 1908). Tootsie company. A joint-stock company, organized under the — laws of the state of New York, and having substantially the character — and powers of a corporation, may be served with summons in this state a in the same manner as corporations are served. . Express Co. v. State, 55 O. S. 69 (1896). Defunct company. As the last directors of a defunct corporation — are in effect the corporation, service on them is sufficient. i Warner v. Callender, 20 O. S. 190 (1870). In re Columbus Bicycle Co., 1 N. P. n. s. 461; 14 L. D. 407 (C. Pam 1904). a 2163 CODE OF CIVIL PROCEDURE. G. C. § 11288 Managing agent. See also note to § 11290. Where debts are owing to a corporation in a county, service may be made on the secretary or managing agent, if the president or other chief officer be not found in the county. Where a summons and order of attachment were issued and returned together, the two returns may %e construed together as showing a proper service of summons. Rosenham v. Cohen & Mack, 13 C. C. n. s. 102 (1910). Where service is made on a managing agent, but the sheriff failed to so designate the agent served, leave may be granted to amend the return. Hankinson v. Gas Co., 10 N. P. n. s. 269 (C, P. 1910). Where a return showed service on a managing agent, and an affidavit supporting a motion to quash the service denied that the person served was a managing agent, and no evidence was presented in support of the return, the motion to quash was granted. State v. Standard Oil Co., 15 C. C. n..s. 212 (1907). ‘Railroad companies. President or chief officer. Service on the president of a railroad company, or upon the general superintendent in the event that the presi- dent, vice-president, secretary, treasurer or other chief officer can not be found, is authorized by this section. This section does not require service upon ticket or freight agents exclusively, but extends the class of agents upon whom service may be made so as to include ticket and freight agents. Brooks v. Railway, 15 L. D. 549 (C. P. 1904). Service on the chief clerk of the superintendant of a railroad com- pany is not service upon a chief officer, and where such service is had upon a petition in which a wrong company is named as defendant, the sub- stitution of the name of the proper company, and the amendment of the return of summons to conform thereto, is ineffectual to bring the proper company into court. Railroad Co. v. Copenhaver, 12 C. C. n. s. 69; 21 C. D. 515 (1908). Regular ticket or freight agent. Service on the ticket agent of a company operating a leased road is valid. Railway Co. v. MeLean, 1 C. C.. 112; 1 C. D. 67 (1885). See § 8814. Service on agent of lessor company. See § 8814. Collins v. Railroad Co., 7 N. P. 270; 7 L. D. 445 (1898). Service may be made upon a ticket or freight agent notwithstanding the presence of superior officers in the county. State v. Standard Oil Co., 15 C. C. n. s. 212 (1907). A return that, the summons was served upon a “ticket agent and general agent” is defective in not showing that the person served was ‘‘its regular ticket agent.’’ Tallman v. Railroad Co., 45 Fed. 156; Ba). 8, D. 728 (1891), But the defect was held cured by affidavit of the officer that to -his personal knowledge, the person served was the ‘‘regular’’ ticket agent, and that the word ‘‘regular’’?’ was omitted through oversight. Fountain v. Railway, 210 Fed. 982 (D. C. 1913). Service on a ticket agent was held sufficient, though the company had no line of road and did not operate in the county. Woodcock v. Railroad Co. (U. S. C. C.), 46 W. L. B. 121 (1901). Contra, State v. Railroad, 18 C. C. n. s. 546 (1912). The service of a summons on a regular ticket and freight agent, at and in charge of an established station, the road being in the hands of G. C. § 11290 OHIO PRIVATE CORPORATIONS. 2164 a receiver, and such agent being an agent of the receiver, is not good service as against the company. Railroad Co. v. Orme, 1 C. C. 511; 1 C. D. 285 (1885). Collins v. Baltimore, etce., R. R. Co., 7 N. P. 270; 7 L. D. 445 (1898). But see § 11233. Where a railroad enters the jurisdiction by ferryboat only, service on a ticket agent located in the jurisdiction is sufficient. Williams v. Railroad Co., 31 W. L. B. 115 (1894). Foreign railroad company. So far as this section provides for service 3 on foreign railroad companies, it is cumulative and not restrictive or exclusive, and does not affect § 11290. Wheeling, ete., Co. v. Railroad Co, 10. S. C. R. 311; 32 0. S. 135 (1877). Compare Goode v. Association, 3 O. L. R. 600; 16 L. D. 586 (C. P. | 1906). Service can not be made on a foreign railroad company by serving the writ upon a mere traveling solicitor of business for such company. Wilson v. Northern Pacific R. R. Co., 16 W. L. B. 6 (1886). Defective service. On a motion to vacate a judgment, evidence is admissible tending to show that service was not in fact made. The re- turn of the officer is not conclusive. Parker v. Iron Works, 3 C. C. n. 8, 547; 13 C. D. 444 (1902), E Whether jurisdiction over a corporation has been acquired is a ques- ~ tion that may be raised by a motion to quash the service and set aside the return. Burke v. Construction Co., 9 N. P. n. s. 577 (C. P. 1910). U. 8. v. Telephone Co., 29 Fed. 17, 5 O. L. D. 558. An order sustaining a motion to strike out a special answer as to the regularity of service is not a final order which may be reviewed on error in advance of the final determination of the action. Equit- able Co. v. McDonald, 14 Ohio App. 56 (1920). Suit by resident of Ohio against Ohio corporation in foreign state. See Cincinnati, etc., R. R. Co. v. Emery, 17 W. L. B. 154 (1837). Section 11289. (On an insurance company.) When the © defendant is an insurance company, and the action 18 brought in a county in which it has an agency, the service may be upon the chief officer of such agency. (R. 8S. Sec. — 504251 v. 57, §67; R. S. 1880, § 5045; April 16, 1900, 94 — v. 273, § 5042.) : Foreign insurance companies; agent for service of process. See §§ 9369, 9380, 9381, 9561. ‘ a The special modes of service on foreign insurance companies are — cumulative and not exclusive. Service may be made on the managing ~ agent under § 11290 or on the local agent under this ‘section. - Householder v. Association, 6 N. P. 520; 8 L. D: 321 (C. P. 1898). Distilling Co. v. Insurance, 7 W. L. B. 341° (1882). Section 11290. (On foreign corporation.) When the de- — fendant is a foreign corporation, having a managing agent — in this state, the service may be upon such agent. ; 2165 CODE OF CIVIL PROCEDURE. G. C. § 11290 See. 5043; 51 v. 57, §68; S. & C. 963; R. S. 1880, § 5046; 94 v. 274, § 5043.) Service in actions before justices of the peace, § 10244. Unless a foreign corporation is ‘‘doing business’’ in the state, ~ jurisdiction to render a personal judgment against it can not be ac- quired. Jurisdiction to render a personal judgment against a foreign corporation can not be acquired unless the corporation is ‘* doing business’’ in the state ‘‘in such a manner and to such an extent as to warrant an inference that through its agents it was present there’’. Green v. Railway, 205 U. S. 530, 532; Empire Fuel Co. v. Lyons, 257 Fed. 890 (C. C. A. Ohio 1919); Robert Mitchell Furniture Co. v. Selden Breck Construction Co., 257 U. S. 213 (1921); Cons. Iron & Steel Co. v. Maumee Iron & S. Co., 284 Fed. 550 (C. C. A. 8th Cir. 1922). The mere presence of an officer or agent in the state on his per- sonal affairs does not carry the foreign corporation into the state, and service of summons on such officer or agent does not confer jurisdiction. General Investment Co. v. Railway, 250 Fed. 160 (Gui: A. Ohio 1918); aff’d, — U. S. —; 67 L. Ed. 106; Harvester Co. v. Kentucky, 234 U. S. 579 (1914); Shinkle v. Machine Oo., 19 N. P. n. 8. 104 (1916); Dickey v. Iron Works Co., 19 N. P. n. s. 492 (1915). The presence of a corporate officer in Ohio for the purpose of attending a convention is not for the purpose of doing business in the state. Hurd v. Ransom, 13 Ohio App. 135; 31 O. OC. A. 477 (1920). But where the general manager of a foreign corporation is in the state on corporate business, jurisdiction over the corporation may be acquired by service on him. Twin Lakes Co. v. Dohner, ‘242 Fed. 399 (C. C. A. Ohio 1917). The fact that the business of a foreign corporation is entirely interstate in its character does not render it immune from the service of process in a state. Harvester Co. v. Kentucky, 234 U. 8. 579 (1914). What constitutes doing business in Ohio? See note to § 194. When not exclusive of other modes of service. Sections 11289 and this section are cumulative and not exclusive of each other, and a foreign insurance company may be served under either section. Householder v. Association, 6 N. P. 520; 8 L. D. 321 (C. P. 1898). Distilling Co. v. Insurance Co., 7 W. L. B. 341 (1882). See Rocke v. Raney, 15 W. L. B. 333 (Super. Ct. Cin. 1886). It has been held that § 11288 and this section are exclusive of each other and that this section provides the only mode of obtaining service on a foreign corporation. Hurd v. Ransom, 13 Ohio App. 135, 31 0. C. A. 477. Goode v. Association, 3 O. L. R. 600; 16 L. D. 586 (C. P. 1906). Barney v. Railroad Co., 1 Handy 571 (1855). But it has been held in federal courts that this section is not exclusive and that service upon the president of a foreign corporation (under §11288) is valid. Lively v. Picton, 218 Fed. 401 (C. C. A. Ohio 1914); Consolidated Iron & Steel Co. v. Maumee Co., 284 Fed. 550 (C. C. A. 8th Cir. 1922). [ But in so far as § 11288 provides for service on foreign railroad com- panies, it is cumulative and not exclusive of this section, and service may be made on its managing agent, whose duties are to contract for freight and to attend to transfers of freight. See Wheeling, ete., Co. v. Railroad Co., 1 C. 8S. C. R. 311; s. ¢., 32 O. 8. 116, 186 (1877). / G. C. § 11290 OHIO PRIVATE CORPORATIONS. 2166 Service may be made on a managing agent notwithstanding an agent for service has been appointed and his name filed with secretary of state. Lesser Cotton Co. v. Yates, 69 Ark 396; 63 S. W. 997 (1901). Venner v. Water Co., 40 Colo. 212; 90 Pac. 623 (1907). State v. King Bridge Co., 7 C. C. n. s. 557, 569, 570; 18 C. D. 147 (1906). ; Managing agent, A “imanaging agent” is an agent having general supervision over the affairs of a corporation. The term implies control over the business, or some part of the business of a corporation. Bucket Co. v. Steel Co., 21 C. C. 229; 11 C. D, 418 (1900). Goode v. Association, 3 O. L. R. 600; 16 L. D. 586 (CG, B1906). U. S. v. Telephone Co., 29 Fed. 17; 5 O. F. D. 558 (1886). A letter from a corporation referring to a person as “our Cincinnati agent,” without evidence showing that such person has control or super- vision over some portion of its affairs, is not sufficient to show that he is a “managing agent.” Bucket Co. v. Steel Co., 21 C. OC. 229; 11 C. D, 418 (1900). Where a foreign corporation is garnishee, service of the order of garnishment may be made on the managing agent. Rocke v. Raney, 15 W. L. B. 333 (Super. Ct. Cin. 1886). Ritter, etc., Co. v. Mzik, 3 C. C. n. s. 125; 13 C. D. 164 (1901). Rainey v. Maas, 51 Fed. 580; 7 O. L. D. 166; 28 W. L. B. 246 (1892). Where the managing agent is himself the plaintiff in the action, service on him will not confer jurisdiction. Walsh v. Motors Co., 20 N. P. n. s. 159 (1917). Likewise where the managing agent was interested with the plaintiff both* personally and as a stockholder in plaintiff corporation, service on him was held not to confer jurisdiction. Cons. Iron & Steel Co. v. Maumee Co., 284 Fed. 550 (C. C. A. 8th Cir. 1922). Held to be a managing agent. Local agent of an express company who keeps an office, and transacts all the business of the company at the place. American Express Co. v. Johnson, 17 0. S. 641 (1867). Wheeling, ete., Co. v. Railroad Co, 1 C..S. C.’R. 311; s. ¢., 32 Oo. S. 116, 135. President of the company who resides and transacts corporate busi- ness within the state. Fath Co. v. Distillery Co., 1 Hosea 535. Sales agent in charge of stock of goods. Toledo, ete., Co. v. Seale Co., 142 Fed. 919; 15 O. F. D. 151 (C. C. A, 1906). Man in charge of installation of machinery, sent from the plant of the foreign corporation with authority to hire whatever help was needed. Beach v. Kerr Co., 243 Fed. 706; 15 O. L...B. 389 4D. GF Ohio 1917). Held not to be a managing agent. Sales agent soliciting orders, which are submitted to the home office for approval. Bucket Co. v. Steel Co., 21 C. C. 229; 11 ©. D. 418 (1900). Factor or commission merchant. See Gibbin v. Coal Co., 2 C.'S. C.'R. 75 (1870). Traveling passenger agent of a railroad company. Wilson v. Railroad Co., 16 W. L. B. 6 (1886). Collector of subscriptions for lands of a foreign corporation, although a director thereof. Foote v. Commercial Co.,:7 C. C.'n. ‘8. 531; 16 C. D: 378 (1904). A director. 2167 CODE OF CIVIL PROCEDURE. G. C. § 11290 Barney v. Railroad Co., 1 Handy 571 (1855). Goode v. Association, 3 O. L. R. 600; 16 L. D. 586 (C. P. 1906). Secretary and treasurer. McCullough v. United Corp., 247 Fed. 880 (D. C. Ohio 1918). Service on agent designated by foreign corporation under §§ 179, 181. Service on such agent is sufficient to give an Ohio court jurisdic- tion of a cause of action arising in another state. Burke v. McClintic Marshall Co., 9 N. P. n. s. 577 (1910). Madison v. Construction Co., 11 N. P. n. s. 634; 21 L. D. 368 (1911). But where a foreign contracting corporation completed its work in Ohio several months prior to the service of a summons in an action arising in another state, and thereafter did no business in Ohio, the service on the designated agent was set aside. The fact that the corporation made a Willis law report under § 5499 after service of the summons did not change the result. In the opinion of the United States Supreme Court service on the designated agent is limited by §181 to ‘‘liability incurred within the state.’’ Robert Mitchell Furniture Co. v. Selden Breck Construction Co., 257 U. S. 213 (1921). It is held that service may be made on the designated agent in his own action against the corporation. Kennedy v. Account Co., 1 Dayton T. R. (Iddings) 154. . Where a foreign corporation has designated an agent for the ser- vice of process, service may be made either on the designated agent, or on a managing agent. See State v. Bridge Co., 7 C. OC. n. s. 557, 569, 570; 18 C. D. 147 (1906). Lesser Cotton Co. v. Yates, 69 Ark. 396; 63 S. W. 997 (1901). Venner v. Water Co., 40 Colo. 212; 90 Pac. 623 (1907). Process issued from one county may be served upon the desig- nated agent in another county. Blanton v. Adding Machine Co., 13 N. P. n. 8. 423 (1912). Where service of an order of garnishment was made on a district manager, who occupied the same office with the designated agent, and the copy of the garnishee process came into the possession of the desig- nated agent before the filing of a motion to discharge the attachment, the service was held valid as against the defendant. Riter. ete. Co: iv. Mzik.. od 0: -C..n, 8.) 125;° 13 (Cy D.. 164.°( 1901). Return. While only substantial compliance with the statute is suffi- cient, a return which does not show that service was had upon the man- aging agent of the company in the state, but simply “upon defendant’s agent,” is not sufficient. Fleckmeyer Wheel Co. v. Commercial Wheel Co., 7 N. P. 613; 8 L. D. 686 (1897). A service upon J. P. W., agent of said Lamar Insurance Co., and the chief officer of its agency in the city of Cincinnati, no chief officer of said company found,” is good as service upon a managing agent. Mohr Distilling Co. v. Lamar Insurance Co., 7 W. L. B. 341 (1882). A return showing service of summons by delivering a copy to a su- perintendent of the corporation, “he being in charge of the usual place of doing business of said company,” it not appearing that he is the ‘‘man- aging agent” is defective, and will be quashed where it appears that the corporation has designated another person as agent for service of process. State v. King Bridge Co., 7 ©. C. n. s. 557; 18 C. D. 147 (1906). Where service is made on a managing agent, but the sheriff failed G. C. § 11292 OHIO PRIVATE CORPORATIONS. 2168 q to so designate the agent served, leave may be granted to amend the . return. Hankinson v. Gas Co., 10 N. P. n. s. 269 (C. P. 1910). Validity of service on Ohio corporation in foreign state. See Cincinnati, etc., R. R. Co. v. Emery, 17 W. L. B. 154 (1837). Toledo Co. v. Hill, 244 U. 8. 49 (1917). CONSTRUCTIVE SERVICE. Section 11292. (Service by publication.) Service may — be made by publication in any of the following cases: ' 1. In an action for the recovery of real property or of — an estate or interest therein, when the defendant is not — a resident of this state or his place of residence can not be ascertained ; 2. In an action for the partition of real property, when — the defendant is not a resident of this state or his place of © residence can not be ascertained; 3. In an action to foreclose a mortgage or to enforce a — lien or other incumbrance or charge on real property, when — the defendant is not a resident of this state or his place of — residence can not be ascertained ; _ 4. In an action to compel the specific performance of a contract for the sale of real property, when the defendant — is not a resident of this state or his place of residence can — not be ascertained ; 5. In an action to establish or set aside a will, when the defendant is not a resident of this state or his place of — residence can not be ascertained; nfl: 6. In an action by an executor, administrator, guardian, or trustee seeking the direction of the court respecting the — trust or property to be administered and the rights of the parties in interest, when the defendant is not a resident of this state or his place of residence can not be ascertained ; 7. In an action in which it is sought by a provisional remedy to take or to appropriate in any way property of q the defendant, when the defendant is not a resident of this state or is a foreign corporation or his place of residence ~ can not be ascertained; a 8. In an action against a corporation organized under — the laws of this state, which has failed to elect officers OF to appoint an agent upon whom service of summons can be a made, and which has no place of doing business in this state ; 9. In an action which relates to or the subject of which is real or personal property in this state, when the defend- 4 2169 CODE OF CIVIL PROCEDURE. G. C. § 11292 ant has or claims a lien thereon, or an actual or contingent interest therein, or the relief demanded consists wholly or partly in excluding him from any interest therein, and such defendant is not a resident of this state, or is a foreign cor- poration, or his place of residence can not be ascertained; 10. In an action against an executor, administrator, or guardian who has given bond as such in this state, but at the time of the commencement of the action is not a resi- dent of this state or his place of residence can not be ascer- tained ; 11. In an action or proceeding for a new trial or other relief after judgment, or to impeach a judgment or order for fraud, or to obtain an order of satisfaction thereof, when the defendant is not a resident of this state or his place of residence can not be ascertained; 12. In an action where the defendant, being a resident of this state, has departed from the county of his residence, with intent to delay or defraud his creditors, or to avoid the service of a summons, or keeps himself concealed with like intent ; 18. In a proceeding in error when the defendant has no attorney of record in this state and is not a resident of and absent from this state, or has left the state to avoid the service of a summons in error, or so conceals himself that it can not be served upon him. (R. 8S. Sec. 5045; 65 v. 208; §1; 74 v. 151, §70; S. & C. 964; S. & S. 543; R. S. 1880, § 5048; 77 v. 45; 87 v. 225; 94.v. 274, § 5045.) A foreign dissolved corporation may be served by publication. Vallette v. Bank, 2 Handy 1 (1855). A plaintiff in an attachment suit, upon, a showing that summons can not be served upon the defendant. foreign corporation within the county, is entitled to obtain service by publication. Foote v. Commercial Co., 7 C. C. n. s. 531; 16 C. D. 378 (1904). Constructive service has no further effect than to give regularity to proceedings for the proper application of the attachment property. Supply Co. v. Koen, 64 O. S. 422 (1901). A personal judgment in an attachment suit is void, where the only service upon the defendant was by publication. Leman v. MacLennan, 7 C. C. n. s. 205; 18 C. D. 1387 (1905); aff'd, no rep., 75 O. S. 643. f Jurisdiction may be acquired under this section, in an action for the recovery*of money, against a non-resident of the state having property within the state sought to be taken by garnishment. Bank v. Railway, 21 O. S. 221 (1871). ; Where non-resident stockholders of an Ohio corporation, by agree- ment, gave preferred stockholders the right to elect a certain number of the directors, but subsequently repudiated their agreement, a suit by preferred stockholders to enforce their voting rights is one relat- ing to property in the state under par. 9 of this section. Shinkle v. Machine Co., 19 N. P. n. s. 104 (1916). G. C. § 11416 OHIO PRIVATE CORPORATIONS. 2170 — Section 11351. (Pleadings to be subscribed and verified.) Every pleading and motion must be subscribed by the party — or his attorney, and every pleading of fact, except as pro- — vided in the next following section, must be verified by © the affidavit of the party, his agent or attorney. When a corporation is the party, the verification may be made by — an officer thereof, its agent or attorney. When the state, © or an officer thereof in its behalf, is the party, the verifica- — tion may be made by any person acquainted with the facts, the attorney prosecuting or defending the action, the prose- ‘f euting attorney, or the attorney-general. (R. 8. See. 5102; | March 14, 1853, 51 v. 57, § 106; 70 v. 54, § 105; S. & C. 982.) 7 When a pleading is verified by an agent or attorney of a corpora- tion, the verification must give the reason why it is made by the agent — or attorney, and not by an officer. The verification should contain a — statement that the case is included in one of the classes defined in ~ G. C. § 11358. The pleading of a corporation may be verified by an officer as by a party. Manufacturing Co. v. Hedges, 76 0. S. 91 (1907) ; affirming 10 C. C. ~ n; 4g, (14. When in a verification of a pleading by an agent or attorney, the affiant states that he has personal knowledge of the facts, he may state . in his affidavit that he believes the facts stated to be true. Manufacturing Co. v. Hedges, 76 O. S. 91 (1907); affirming 10 C. C. n. 8. 14, oo Section 11416. (Change of venue in corporation suit.) When a corporation having more than fifty stockholders 18 — a party in an action pending in a county in which the — corporation keeps its principal office, or transacts its prin- cipal business, if the opposite party makes affidavit that — he can not, as he believes, have a fair and impartial trial 1 that county, and his application is sustained by the several — affidavits of five creditable persons residing in such county, © the court shall change the venue to the adjoining county — most convenient for both parties. (R. 8S. See. 5030; 50 v. = 100, §1; S. & C. 1140; R. 8. 1880, § 5033; 94 v. 271, § 5030; — 94 v. 878, § 5033.) 5 While applicable only to civil cases, this section defines the policy of the state in protecting the rights of litigants to a fair and aa impartial jury. A defendant charged by indictment with the em: bezzlement of funds of an insolvent banking corporation which has 257 stockholders and over 5,000 depositors residing in the county, 18 5 entitled to a change of venue upon making proof by affidavit pursuant to this section. Baxter v. State, 91 O. S. 167 (1914). an Constitutionality. This act is not in conflict with either the state oT federal constitution. ) Snell v. Street Railway, 60 O. S. 256 (1899); s. ¢., 66 O. S. 670. Street Railway v. Snell, 193 U. S. 3380; 15 O. F. D. 895 (1904). 2171 CODE OF CIVIL PROCEDURE. G. C. § 11761 Affidavit. It is not necessary, to entitle the applicant to the benefit of the statute in a case for which it provides, that his affidavit shall state the grounds of his belief that he can not have a fair and impartial trial in the county in which the action is pending, nor that the sustaining affidavits shall state the ground of their belief; it is sufficient, that the affidavit of the applicant state that he can not, “as he believes,” have a fair and impartial trial in that county, and his application is “sustained within the purview of the statute,” when there are filed the several affi- davits of five credible persons residing in the county, stating that they entertain the same belief. When so complied with, the statute is manda- tory. Snell v. Street Railway Co., 60 O. S. 256 (1899). Issue. The issuable facts are (1) whether the adversary is a cor- poration; (2) whether such corporation has more than fifty stockholders and keeps the principal office or transacts its principal business within the county in which the action is pending; and (3) the credibility and residence of the affiants. Dodds’ y. Railway Co.,°20 C; C. ‘709; 10°C. D. 824 (1899); .s.°¢., 41 W. L. B. 209. Burden of proof. The burden of proof is on the applicant to es- tablish that the corporation answers the description of the statute. Snell v. Street Railway Co., 60 O. S. 256 (1899). Discretion of the court. The court has discretion to determine as to the sufficiency of the affidavits, the credibility of the persons mak- ing them and mandamus will not lie to compel change of venue. State v. Wilson, 12 C. C. 136, 7 C. D. 17 (1896); Saner v. Cincinnati, etc.. Ry., 4 N. P. 252, 7 L. D. 19 (1896). See Stermer v. Cincinnati, etc.. Ry. Co., 5 N. P. 419, 8 L. D. 514 (1898). Error. Error in refusing the application is not waived by going to trial. It may be reviewed on error to the final judgment. Snell v. Street Railway Co., 60 O. S. 256 (1899). An order overruling the motion for a change of venue is not a final order. Street Railway v. Snell, 179 U. S. 395; 14 O. F. D. 765 (1900) Snell v. Street Railway Co., 60 O. S. 256 (1899). Most convenient adjoining county. The words “most convenient” as used in this section, are to be taken in the sense of the most suitable, becoming or appropriate, and not in the sense of promotion of physical ease. Wilson v. Street Railway Co., 7 N. P. 511; 9 L. D. 640 (1899). BY GARNISHMENT AGAINST RAILROAD COMPANIES. Section 11761. (How judgment creditor to proceed.) The plaintiff, his agent or attorney, in a judgment against a railroad company, rendered in any court, upon a claim due to the common laborers for work and labor performed for the company, or for cross-ties, lumber or wood furnished thereto, to be used in the construction, repair, or oper- ation of its road or for the erection of fences along the line of its road, required by law to be erected, or upon a note, G. C. § 11819 OHIO PRIVATE CORPORATIONS. 21723 or other evidence of indebtedness given for the consider- ations aforesaid, or his agent or attorney, for execution upon such judgment may file his affidavit, with a precipe, setting forth the claim upon which the judgment is found- — ed, that he has no knowledge of any property of the de- fendant liable to levy and sale upon the execution, and that a person or corporation, therein named, and within the — jurisdiction of the officer to whom the execution is to be directed, is indebted to the defendant, or has property or — claims of the defendant, in his possession or under his con- trol, as agent of the defendant, or otherwise. Thereupon the clerk shall issue a notice to each person or corporation named, to the effect that he is required to pay over and — deliver to the officer holding such writ the money, property, - and claims of the defendant, in his possession or under his — control, or which may come into his possession or under — his control before the satisfaction of the judgment, not exceeding an amount sufficient to pay it and the costs. (R._ S See. 5465; April 5, 1866, 63 v. 126, §1; 8. & C. 1173; Sam & S. 119.) See G. C. § 11762 to 11767 for procedure and practice. GROUNDS OF ATTACHMENT. Section 11819. (Grounds of attachment.) In a civil ac- - tion for the recovery of money, at or after its commencement, — the plaintiff may have an attachment against the property 0 the defendant upon any one of the grounds herein stated: 1. Excepting foreign corporations which, by compli- | ance with the law therefor, are exempted from attachment as such, that the defendant or one of several defendants 1s a foreign corporation ; 2. Is not a resident of this state; 8 Has absconded with the intent to defraud his cred- q itors ; 4. Has left the county of his residence to avoid the serv- — ice of a summons; 5. So conceals himself that a summons cannot. be served E upon him; 6. Is about to remove his property, in. whole or part, 4 out of the jurisdiction. of the court, with the intent to de- fraud his creditors: 7. Is about to convert his property in whole, or part, into money, for the purpose of placing it beyond the reach of | his creditors; mphinets 2173 CODE OF CIVIL PROCEDURE. G. C. § 11819 8. Has property or rights in action, which he conceals; 9. Has assigned, removed, disposed of, or is about to dispose of, his property, in whole or part, with the intent to defraud, his creditors; 10. Has fraudulently or criminally contracted the debt, or incurred the obligation for which suit is about to be or has been brought; and 11. That the claim is for work or labor, or for neces- saries. An attachment shall not be granted on the ground that the defendant is a foreign corporation or not a resident of this state, for any claim other than a debt or demand, aris- ing upon contract, judgment or decree, or for causing dam- age to property or death or personal injury by negligent or wrongful act. (109 v. 59; R. S. See. 5521; March 20, 1900, 94 v. 44; 93 v. 318; 88 v. 65; R. S. 1880; 62 v. 10, §191; S. & C. 1002; S. & S..549.). Attachment before justice of the peace, see § 10253. That the defendant is a foreign corporation, which has not complied with the foreign corporation acts, is a ground for attachment. Auerbach v. Swadner, 18 C. C. 389; 10 GC. D. 435 (1899). Exemption of foreign corporations from attachment, See also § 186 and notes. A freight car used in interstate commerce and in transit into and from the state is not subject to seizure in attachment for the purpose of giving jurisdiction to the courts of this state. Buckeye Buggy Co. v. Railway Co., 3 O. L. R. 426; 16 L. D. 279 (CSPY 1906)! A sleeping car is an instrumentality of interstate commerce, and when actually employed in interstate transportation is immune from attach- ment under process from a state court. A sheriff who seizes such immune property is liable as for conversion. An attaching creditor and his at- torney who actively assist in the seizure may also be liable. Pullman Co. v. Linke, 11 O. L. R. 63; 203 Fed. 1017 (D. CG. 1913). A foreign transportation company engaged in interstate commerce does not, by a voluntary compliance with G. C. § 183, become exempt from attachment. Bigalow v. Armour, 74 0. S. 168 (1906). Affidavit. The affidavit for attachment against a foreign corporation must negative the exceptions in paragraph 1 of § 11819. Leavitt v. Rosenberg, 83 O. S.. 230 (1910). Edwards Mfg. Co. v. Mill Co., 11 ©. C. n. 8. 479; 20 C. D. 414 (1908); affirming 6 N. P. n. s. 1; 18 L. D. 413. : An averment in the affidavit that the defendant is a non-resident, when aided by an allegation of the petition that the defendant is a cor- poration under the laws of Kentucky is equivalent to a statement that it is a foreign corporation. Edwards Mfg. Co. v. Mill Co., 11 C. C. n. s. 479; 20 C. D. 414; affirming 6 N. P. n. s. 1; 18 L. D. 413. } The affidavit can not be made before a notary public who is the attorney for one of the parties to the action. Leavitt v. Rosenberg, 83 O. S. 230 (1910). G. C. § 11819 OHIO PRIVATE CORPORATIONS. 2174 Venue. Suit was brought in a county in which resided a debtor of - the defendant foreign corporation. The foreign corporation had a place — of business in another county in Ohio. The debtor of defendant was garnisheed and a summons was issued to the county where the defendant _ had its place of business. Held, the court of common pleas in which the action was brought had jurisdiction of the action. Rainey v. Jefferson lron Works, 8 CU. C. 674; 4 C. D. 231 (1894). ” See Kelley Co. v. Garvin Machine Co., 6 N. P. 350; 4 L. D. 374. § 11276. Bond. Where the ground of attachment is that the defendant is a foreign corporation, no bond is required trom the plaintiff. G. C. § 11821. Nature of claim. The affidavit should contain a statement of the nature of the claim, in order to show that the action is one in which an attachment may issue. An affidavit is sufficient which refers in appropri ate terms to the petition, where the allegations of the petition show the nature of the claim. : American Mfg. Co. v. National Supply Co. 9 C. GC. n. s. 529; 19 Cc. D. 433 (1907). ; An action for money lost in gaming is an action ex contractu and an attachment will lie under this section. e Harlan v. Investment Uo., 11 N, P. n. s. 492; 22 L. D. 12 (C. PB 1911). d (Bucket shop.) Baker v. Morehead, 7 N. P. n. s. 385; 19 L. D. 230 (‘Cys bs 2908). An action against a sleeping car company for damages on account 0 the theft of clothing from a berth occupied by plaintiff, alleged to have occurred through the negligence of the porter, sounds in tort and not on contract and attachment will not lie. i Gillett v. Pullman Co., 10 N. P. n. 8. 592; 23 L. D. 334 (C. P. 1910). An action for an injury to a passenger may be brought as for @ preach of the implied contract of carriage. ‘ Railroad. Co, v. Peoples, 31 O. 8. 537 (1877). Attachment will lie in an action to enforce stockholders’ liability. a Gas Co. v. Collins, 19 C. C. 247; 10 C.D. .475. Bank v. Rolling Mill, 2 N. P. 260; 2 Ls Do ®t An attachment can not issue in an action against a foreign corpora tion to recover damages for bringing suit in violation of a contract for the extension of the time of payment on a note, and maliciously attaching property. ¥ McCracken v, Covington Nat. Bank, 4 Fed. 602 (1880). ‘ie Attachment without bond against non-resident in action to Te cover damages for fraud in sale of stock. See Hart v. Andrews, 103, 0: 8.°218 (1921). , Effect of receivership. The following cases were decided before the enactment of the bankruptcy act. a The appointment of a receiver by a state court of another state does not prevent creditors of this state from attaching property located within this state and securing priority as against the receiver. be Wilson v. Gifford, 12 ©. ©. 597; 5 C. D. 680 (1896). ‘i But a ereditor who files his claim with such a receiver is estoppeé from attaching property. P Rice v. Farnham, 7 N. P. 189; 4 L. D. 217 (1896). - Barbour v. Lockard, 11 W. L. B. 319 (1884). os President, etc., of Manhattan Co. v. Maryland Steel Co., 31 W.' Laas 100; 1 L. D. 286 (1894). ATs tC; RECEIVERS. G. C. § 11894 Creditors residing in the same jurisdiction as the receiver can not attach. See Besuden v. Besuden Co., 3 N. P, 165; 4 L. D. 406 (1896). An application for the appointment of a receiver, consented to by the company, may amount to an attempt to dispose of the property with intent to defraud creditors. Bacon v. Northwestern Stove Co., 5 C. C. 289; 3 C. D. 143 (1891). Foreign corporation as garnishee. A foreign corporation which neither transacts business nor exercises its corporate powers within the state can not be made garnishee in an action against another foreign corporation. But a corporation which has complied with the foreign corporation acts, and is capable of suing and being sued in the state may be made garnishee in such an action. Riter-Conley Mfg. Co. v. Mzik, 3 C. C. n. s. 125; 13 C. D. 164 (1901). Compare Kelley Co. v. Garvin Machine Co., 6 N. P. 350; 4 L. D. 374. See also Rocke v. Raney, 15 W. L. B. 333 (1886). Pennsylvania R. R. Co. v. Peoples, 31 O. S. 537 (1877). Baltimore, etc., R. R. Co. v. May, 25 O. S. 347 (1874). Service of order, see § 11833. It has been held that a foreign corporation owing a debt in an- other state can not be made a garnishee in Ohio upon such debt. Tin Plate Co. v. Lewis, 20 C. C. n..s. 443; 26 C. D. 438 (1911). Section 11833. (How garnishee served.) If the gar- nishee is a person, a copy. of the order and notice shall be served upon him personally, or left at his usual place of residence. When a partnership is garnisheed by its com- pany name, they shall be left at its usual place of doing business, or with a member of such partnership; and if a corporation, with the president or other principal officer, or its secretary, cashier or managing agent. If such corpor- ation is a railroad company, the copies may be left with a regular ticket or freight agent thereof, in any county in which the railroad is located. (R. S. See. 5534; April 16, 1900, 94 v. 283; March 31, 1881, 78 v. 93; R. S. 1880; May 16, 1868, 65 v. 213, § 201; S. & C. 1006; S. & S. 552.) Service on corporation, see note to § 11288. Foreign corporation as garnishee, see note to § 11819. Service on foreign corporation, see note to § 11290. | RECEIVERSHIP. §11894. Appointment of receiver. § 11897. Powers of receiver. § 11895. Who ineligible as receiver. § 11898. Investment of funds by § 11896. Oath and bond. receiver. Section 11894. (Appointment of receiver.) A receiver may be appointed by the supreme court or a judge thereof, the court of appeals, or a judge thereof in his district, the common pleas court or a judge thereof in his district, or the probate court, in causes pending in such courts re- ‘spectively, in the following cases: G. C. § 11894 OHIO PRIVATE CORPORATIONS. 2176 1. In an action by a vendor to vacate a fraudulent purchase of property, or by a creditor, to subject property or a fund to his claim, or between partners or others jointly — owning or interested in any property or fund, on the appli: | action of the plaintiff, or of a party whose right to or in- J terest in the property or fund, or the proceeds thereof, is probable, and when it is shown that the property or fund is in danger of being lost, removed or materially injured; 29 In an action by a mortgagee, for the foreclosure of his mortgage and sale of the mortgaged property, when it appears that the mortgaged property is in danger of heing lost, removed or materially injured, or that the condition of the mortgage has not been performed, and the property is probably insufficient to discharge the mortgage debt; 3. After judgment, to carry the judgment into effect ; 4, After judgment, to dispose of the property aceord- ing to the judgment, or to preserve it during the pendency ~ of. an appeal, or when an execution has been returned un- | satisfied and the judgment debtor refuses to apply the property in satisfaction of the judgment ; 5. In the cases provided in this title, and by special statutes when a corporation has been dissolved, or is in- solvent, or in imminent danger of insolvency, or has for- © feited its corporate rights ; ’ 6. In all other*cases in which receivers heretofore have — been appointed by the usages of equity. (May 6, 1913, 103 — v. 428; R. S. See. 5587; February 7, 1885, 82 v. 16, 35; R. 8. 1880; 51 v. 57, § 283; S. & C. 1018.) Appointment of receiver on dissolution of corporation, see § 11943 et seq. In actions by creditors against stockholders or directors, see § 8691. See, generally, articles by Austin V. Cannon on ‘‘Receiverships’’, 20 O. L. R. 429, and by Ralph E. Clark on ‘« Appointment of Receivers — of Corporations under the Laws of Ohio’’. 19 0. L. R. 406. Nature and purpose of receivership. The appointment of a receiver — is an equitable remedy, bearing the same relation to courts of equity that proceedings in attachment bear to courts of law, the appointment being treated as an equitable execution. The purpose is to secure the means for satisfying the final order and judgment of the court in the a action, and the effect of the seizure is to place the property seized in the ~ custody of the court. . Spear, J., in Cheney v. Maumee Cycle Co., 64 0. S. 205, 214 (1901). — An action can not be maintained having for its ultimate object the appointment of a receiver. It is merely an ancillary proceeding. A re ceiver is appointed merely to preserve to the court property upon which its subsequent judgment may operate. It can not be an issuable fact in an — action. A party may obtain all the relief sought and yet be denied his, prayer for a receiver. i re Callahan’ v. Ice Co., 13.0. ©. 479; 7 C. D. 349 (1897), Railroad Co. v. Sloan, 31 0. S. 1, 7 (1877). 2177 RECEIVERS. G. C. § 11894 When receiver will be appointed. In pending action only. Under § 11894 a receiver can only be ap- pointed in an action pending in the court. Dwelle v..Hinde, 18.0. .C. 618; 8 C.D. 177 (1897). Necessity. The appointment of a receiver is merely a provisional remedy, ancillary and auxiliary to the main action, and can only be made in an action brought to obtain some other equitable relief, which the court has a right to grant, and where it appears to be necessary to make such appointment in order to preserve the property during the litigation, so that the relief awarded by the final judgment, if any, may be effective. Railroad Co. v. Duckworth, 2 C. C. 518; 1 C. D. 618 (1887). Railroad Co. v. Sloan, 31 O. S. 1, 7 (1877). Valve Co. v. Williams, 25 C. C. n. s. 497, 28 C. D. 338 (1916); motion to certify record overruled, 14 O. L. R. 210. Brown v. Hose Co., 18 C. C. n. s. 328 (1911). Peter v. Machine Co., 53 O. S. 534, 551 (1895). Other adequate remedy. A receiver will not be appointed where in- junction, or other less stringent means, will afford full relief and protec- tion. The appointment of a receiver under such circumstances would be an abuse of discretion. Railroad Co. v. Duckworth, 2 C. C. 518; 1 C. D. 618 (1887); aff’d, 21 Wi 12; Be 36. Benson v. Insurance Co., 7 N. P. n. s. 113; 19 L. D. 17 (1908). Joy v. Squire, 7 N. P. 345; 5 L. D. 318 (1907). Storey v. Knapp, 5 O. L. R. 55; 17 L. D. 461. Hamburger v. Dorusmont, 3 N. P. 222; 4 L. D. 232. But the defense the plaintiff has not exhausted his remedy at law, or is not a judgment creditor, may be waived by the defendant. Re Metropolitan Railway Receivership, 208 U. S. 90 (1908); Cinein- nati Equipment Co. v. Degnan, 184 Fed. 834 (C. ©. A. Ohio 1910); article by Austin V. Cannon, 20 O. L. R. 429, 438. To preserve property. When necessary for the preservation of its property, a receiver will be appointed for a corporation regardless of its solvency or insolvency. Salt Co.)v. Salt..Co., 8 N: P. 325; 11 L. D, 348 (1901). But where its assets consist of money and securities readily con- vertible into money, the appointment of a receiver is not justified, Everhart v. Investment Co., 8 N. P. 463; 11 L. D. 361 (1901). To prevent creditors from levying on corporate property. A re- ceiver will not be appointed for the purpose of continuing the business under protection of the court and of preventing creditors from levying on the corporate property. Brewing Co. v. Herman, 2 Ohio App. 260; 20 OC. C. n. s. 187; 28 C. D. 362 (1913). Dirian Crux tV.2 SLCAL CO. Sti Nee tPs No Sin 409s iO Liee De, SOW 4,( Cia. Ps 1909). Merrill v, Lake. 16 Ohio 373 (1847). See Payne v. Stapely Co., 7 N. P. n. s. 361; 19 L. D. 453 (suit by surety). This rule has been applied where the corporation was insolvent and the application for a receiver was made by a bondholder. Moss N. B. v. Lakeside Co., 19 C. C. 365; 10 C. D. 542 (1900). And where the corporation was solvent and application for the re- ceiver was made by a stockholder. Gott v. Schultze Co., 12 N. P. n. s. 206; 21 L. D. 604 (C. P. 1911). G. C. § 11894 OHIO PRIVATE CORPORATIONS. 2178 While the appointment of a receiver for an insolvent private corpora- — tion may be, and doubtless is, a beneficent remedy for all interested par- — ties, where a bona fide winding up of affairs and distribution of its assets — to those who show a right to them is the object sought and steadily kept in view, yet, on the other hand, to employ that extraordinary remedy — as a means by which to indefinitely prolong, by aid of a friendly re- ceiver, the substantial control of an insolvent private corporation over — its assets and business, can be justified, in the absence of statutory au- — thority, by circumstances only, if there can be any, that most unequivoc- — ally demand such action, or by the consent of all parties in interest. Peter v. Machine Co., 53 O. S. 534, 551 (1895). A wrongful application for, or consent to, the appointment of a receiver may be such fraud as to support an attachment. Bacon v. Stove Co., 5 C. C. 289; 3 C. D. 143 (1891). Fraud or misconduct of directors. Subdivision 5 of § 11894 does not authorize the appointment of a receiver, except in cases provided — for in this title, or by special statutes, and does not include an action — by a stockholder for the appointment of a receiver because of fraud of — directors. : Railroad Co. v.. Duckworth, 2 Cho Gee B48» Lo On De i618 (1887). . De La Croix v. Steel Co., 8 N. P. n. 5. 489; 19 L. D. 767 (C. P. 1909). 3 A receiver will not be appointed at the suit of a stockholder merely because of differences of opinion in conducting the corporate business. Straman v. Water Works Co., 8 Cc. C. 89, 100; 4. C. D. 339 (1893).° @ Nor because of past or present irregularities or mismanagement in ~ the absence of actual fraud. Benson v. Insurance Co., 7 N. P. n. s. 113; 19 L. D. 17 (1908). 3 No. Fairmount, ete., Co. v. Rehn, 6 N. P. 185; 8 L. D. 594 (1899). — But a receiver will be apointed where it clearly appears that the cor porate property will be fraudulently disposed of, unless taken charge of by an officer of the court; Railroad Co. v. Duckworth, 2 C. C. 518; 1 C. D. 618 (1887). } where the directors have made a fraudulent sale of the entire cor porate property for their personal profit; ‘ Heintzman v. Tenacity, ete., Co., 4 0. L. R. 5523 17 L. D. 554 (1906). ~ See Hamilton v. Coal Co., 12 C. D. 637 (1894). and where the corporation has no legal directors or officers to care for the property; Salt Co. v. Salt Co., 8 N. P. 325; 11 L. D. 348 (C. P. 1901). and where both the corporation and the directors are insolvent and a fraudulent disposition of the assets is threatened, Upson v. Rocky River, etc., Co., 2 Cleve. L. R. 355 (C, P. 1879). . ae and where the managing directors, who are also the majority stock-— holders, wrongfully apply the assets to the payment of alleged debts due- to themselves, fraudulently commingle the assets of the corporation 1” which such directors are interested; have run the business at a loss for — two years, and have established a competing company in the place of bush ness of the corporation, and are diverting its business to the competing — company. e- Divine v. Auto, etc. Co. 9 N. P. n. 5. 204 (C. P. 1909). 4 In dissolution. proceedings. Section 11894 does not apply to a pro — ceeding under § 11938 to dissolve a corporation. A receiver can not be appointed in such proceeding until after an order dissolving the corpora: tion has been made. 4 Bacon v. Stove Co., 5 C. C. 289:°8 C.D. 143: (1891). Y See De La Croix v. Steel Co., 8 N. P. n.'s. 4895; 19 L. D. 767 (C. Pe 1909). x 2179 RECEIVERS. G. C. § 11894 Building Co. v. Rehn, 6 N. P. 185; 8 L. D. 594 (1899). Insolvency of corporation. The mere insolvency of a corporation is not ground for the appointment of a receiver, at the suit of a simple contract creditor who has not reduced his claim to judgment. Steamship Co. v. Dox, 4 N. P. n. s. 155; 16 L. D. 501 (C. P. 1906). Building Co. v. Rehn, 6 N. P. 185; 8 L. D. 594 (1899). Baker v. Mystic Circle, 32 W. L. B. 84; 1 L. D. 579. Buschle v. Mfg. Co., 15 N. P. n. 8, 618 (1913). Toledo Co. v. Lyons, 290 Fed. 637. See Payne v. Stapely Co., 7 N. P. n. s. 361; 19 L, D. 453 (C, P. 1908). When insolvency is one of the essential elements, constituting the basis of the plaintiff’s claim for relief against the corporation, such in- solvency must be proven by a preponderance of the testimony, It wil! not be sufficient by the proof to merely raise a doubt as to the solvency of the corporation. Building Co. v- Rehn, 6 N. P. 185; 8 L. D. 594 (1899). Where a state court has appointed a receiver for a corporation, on the ground of insolvency, the appointment can not be collaterally attacked by the corporation in a subsequent involuntary bankruptcy proceeding against the corporation, at least where no pleading di- rectly attacks the appointment. Greenwood Gum Oo. v. Zimmerman, 240 Fed. 637 (C. C. A. Ohio 1917). The inability of a corporation to pay its current obligations as they mature in the ordinary course of. business constitutes insolvency in a general sense, which will authorize the appointment of a receiver in a creditor’s suit in federal court. Cincinnati Equipment Co. v. Degman, 184 Fed. 834 (C. C. A. 1910). Illegal business conducted by corporation. Where the corporation has conducted a lottery business, the authorities are conflicting as to ole the court will appoint a receiver to preserve and distribute the und. Receiver appointed. Shaw v. Trust Co., 5 N. P. 411; 8 L. D. 510. See Everhardt v. Investment Co., 8 N. P. 525; 11 L. D. 687 (1901). Appointment refused. Central Safe Dep. Co. v. Jones, 36 W. L. B. 87; 8 L. D. 582 (1896). See Stevens v. Times Star Co., 72 0. S. 112 (1905). Where an organization is illegal, because of some of its ancillary purposes, a receiver may be appointed on dissolution. Kealey v. Faulkner, 7 N. P. n. s. 49;.18 L. D. 498 (C. P. 1907). Foreign corporation. A receiver may be appointed to wind up that part of the business of a foreign corporation which is conducted in Ohio, Everhardt v. Investment Co., 8 N. P. 525; 11 L. D. 687 (1901). Property in other jurisdictions. See Steamship Co. v. Dox, 4 N. P. n. s. 155; 16 L. D. 501 (1906). Barbour v. Lockard, 11 W. L. B. 319. Schroder v. Iron Hall, 7 N. P. 243; 1 L. D. 408. Where property is in another county. When after the appointment of a receiver it will be necessary to commence aneillary proceedings in another county to determine property rights, the matter of the appoint- ment of a receiver will be left to the court having jurisdiction of the property. Moss Nat. Bank v. Lakeside Co., 19 C. C. 365; 10 C. D. 542 (1900). G. C. § 11894 OHIO PRIVATE CORPORATIONS. 2180 q On whose application receiver may be appointed. Creditors. A creditor whose claim has been reduced to judgment, on which execution has been issued and returned unsatisfied, may have a receiver appointed. ’ Cheney v. Maumee Cycle Co., 20 C. C. 19; 10 GD. 717 (190074 affirmed, 64 O. 8. 205. Cincinnati Equipment Co. v. Degnan, 184 Fed. 834 (CG) GAS Selo ie A simple contract creditor, who has not recovered a judgment against a corporation and exhausted his remedies at law, is not entitled to have ~ the affairs of a corporation placed in the hands of a receiver on the ground that it is insolvent. Brewing Co. v. Herman, 2 Ohio App. 260; 20, -C. SCM nike kate 28 ©. D. 362 (1918). North Fairmount, etc., Co. v. Rehn, 6 N. P. 185; 8 L. D. 594 (1899). Steamship Co. v. Dox, 4 N. P. n. s. 155; 16 L. D. 501 (C. P. 1906). 7 Baker v. Mystic Circle, 32 W. L. B. 84: 1 L. D. 579. But the defense that the plaintiff has not exhausted his remedy at law, or is not a judgment creditor, may be waived by the de- fendant. Re Metropolitan Railway Receivership, 208 U. S. 90 (1908); Cincinnati Equipment Co. v. Degnan, 184 Fed. 834 (C. C. A. Ohio 1910); certiorari denied, 220 U. S. 623; article by Austin v. Cannon, 20 O. L. R. 429, 438. _ The creditors are proper parties to an action which seeks the ap- pointment of a receiver. Walbridge v. Union Mfg. Co., 7 N. P. 430; 5 L. D. 203. In an action to enforce payment of the statutory liability of stock- holders in an Ohio corporation, a receiver may be appointed by the court to collect and distribute the fund, and such receiver may be authorized to maintain in his own name actions to enforce payment of judgments rendered for statutory liability. Zieverink v. Kemper, 50 O. 8. 208 (1893). See Clark v. Thomas, 34 0. S. 46 (1877). G. C. § 8695. In an action against an insolvent corporation for a receiver and the winding up of its affairs, a creditor may come in by leave of court and assert his claim. Koch v. Hotel Co., 13 C. C. n. s. 163; 22 C. D. 581 (1910). Stockholders. See note to § 8660. When stockholder may sue on behalf of corpora- 7 tion; page 1028. Directors, The court has no power on the application of the directors of a building association, as such, and who assert no individual rights — in the property of the corporation, to divest the stockholders without — notice or consent, of the control of their property and place it in the hands of an officer of the court for management and administration. Schone v. Consolidated, etc., Co., 4 N, P. 216; 6 L. D. 246 (1897). Surety. Where an insolvent corporation is sued by one of its sureties ~ under G. C. § 12206, as a means of protecting the funds, a receiver may — be appointed. Barbour v. Bank, 45 O. S. 133 (1887). See Payne v. Stapely Co., 7 N. P. n. s. 361; 19 L. D. 453 (C. P. 1908). Rapp v. Cincinnati, ete., Co., 10 C. C. n. s. 575 (1907). Consent of corporation to appointment. Where there is no ground for the appointment of a receiver, the consent of the company can not confer jurisdiction upon the court. ; 2181 RECEIVERS. G. C. § 11896 Moss Nat. Bank v. Lakeside Co., 19 C. C. 365; 10 GC. D. 542 (1900). The unauthorized act of the president of a corporation, in consenting to the appointment of a receiver, may be ratified by the directors. Rapp v. Cincinnati, ete., Co., 10 C. C. n. s. 575 (1907). ; _ The appointment of a receiver by a state court, on. the ground of insolvency, with the consent of its president, can not be collaterally attacked in a subsequent involuntary bankruptey proceeding, by showing that the corporation was in fact solvent and that the presi- dent had no authority to consent, at least where no pleading directly attacks the appointment. Gum Co. v. Zimmerman, 240 Fed. 637 (C. C. A, Ohio 1917. See also article by A. V. Cannon, 20 O. L. R. 429. Forms of pleadings, order, etc., in receivership proceeding in fed- eral court. Prepared by A. V. Cannon, Esq., 20 O. L. R. 473. Notice. The appointment of a receiver to take from the defendant the possession of its property can not be lawfully made without notice, un- less the delay required to give such notice will result in irreparable loss. Railway Co. v. Jewett, 37 O. S. 649 (1882). Potter v. Bunnell, 20 O. S. 150 (1870). Salt Co. v.,Salt Co., 8 N. P. 325; 11 L, D. 348, (1901). Where there is no person within the jurisdiction on whom _ notice can be served, a receiver may be appointed immediately after service by publication is commenced. Longworth v. McGrew, 2 C. S. C. R. 479 (1872). Section 11895. (Who ineligible as receiver.) No party, attorney, or person interested in an action, shall be appoint- ed receiver therein except by consent of the parties, and no person, except a resident of this state, shall be appoint- ed or act as receiver of a railroad or other corporation with- in this state. (R. S. Sees. 3248, 5588; R. S. 1880; March 14, 1853, 51 v. 57, § 254; S. & C. 1019.) See § 11944. A person who is a stockholder, director and treasurer of the corpora- tion, at the time of his appointment, is within the direct prohibition of this section. Consent of the plaintiff and of the directors of the corpora- tion is not a sufficient consent of all parties. Moss N..B. v. Lakeside Co., 19 °C..»C. 365;.10 C. D. 542 (1900). Section 11896. (Oath and bond.) Before he enters upon his duties, the receiver must be sworn to perform them faith- fully, and, with surety approved by the court, judge, or clerk, execute a bond to such person, and in such sum as the court or judge directs to the effect that he will faithfully discharge the duties of receiver in the action, and obey the orders of the court therein. (R. S. See. 5589; March 14, 1853, 51 v. 57, § 255; S. & C. 1019.) If the receiver is a debtor of the corporation or person, for whom the receiver is appointed, the debt becomes by operation of law, a ‘“chose in possession’’, for which the surety on the bond may be liable. Leonard v. Evans, 24 N. P. on. 8. 393 (1923). An agreement of indemnity to the surety on the bond of a re- G. C. § 11897 OHIO PRIVATE CORPORATIONS. 2182 q ceiver, authorized by the court, was held binding upon a successor receiver. Pugh v. Bonding Co., 5 Ohio App. 404, 26 C. C. n. s. 44 (1916). Section 11897. (Powers of receiver.) Under the con- trol of the court, the receiver may bring and defend actions in his own name, as receiver, take and keep possession of the property, receive rents, collect, compound for, and com- promise demands, make transfers, and generally do such acts respecting the property as the court authorizes. (R. 8S. — See, 5590; March 14, 1853, 51 v. 57, § 256; S. & C. 1019.) Title and possession. A receiver is a ministerial officer only and does not become vested with the title to the property coming into his possession or control. Lafayette Bank v. Buckingham, 12 O. S. 419, 425 (1861). Shoe Co. v. Griffiths, 11 Ohio App. 277, 30 O. C. A. 478. Cheney v. Maumee Cycle Co., 64 O. S. 205, 214 (1901). Insurance Co. v. Bowersox, 6 C. C. 1; 3 C. D. 321 (1891). Possession of property by the receiver is the possession of the court. Spinning v. Insurance Co., 2 Dis. 336 (1858). Merrick v. Bank, 8 N. P. 411; 11 L. D. 293 COMP) A levy upon property in the possession of a receiver is a contempt of court. Coe v. Railroad Co., 10 0.'S. 372 (1859). Lafayette Bank v. Buckingham, 12 O. S. 419 (1861). Where a levy is made on property in the possession of a receiver, the court may order the property released. Coe v. Railroad Co., 10 O. 8. 372 (1859). Croy v. Marshall, 3 C. CG. 489; 2 ©. D. 280 (1888). The court appointing a receiver has power to order a creditor, re-— siding within the jurisdiction, to dismiss attachment proceedings begun — by him in a foreign state. Besuden v. Besuden Co., 3 N. P. 165; 4 L. D. (1896). Charges of contempt by a receiver of a corporation, against its treas- urer, for failure to deliver possession of funds, will not be decided sum- — marily where the defendant answers that there are no such funds. The defendant is entitled to a trial by the regular modes of procedure. State v. Christy, 4 O. L. R. 64; 16 'L. D277 “(CL P. 1905). q As against trustee in bankruptcy. Property in the possession of a receiver or assignee appointed by a state court should be delivered on demand to the trustee in bankruptey of the debtor. 4 Davis v. Coe, 19 C. C, 639; 10 C. D. 264 (1899). — See Carpenter Bros. v. O’Conner, 16 G.'C. 526;°9 C. D. 201 (1898) ; aff'd, no rep., 60 O. S. 605. A receiver in bankruptcy can not intervene in an action in a state ~ court to obtain a discharge of an attachment and possession of the prop- erty, but he may obtain a stay of the action. Roberts v: Food Co. 14°L° D7) 2538 (C. P1304), 4 A federal court of bankruptey has power by summary order to compel a receiver appointed by a state court to turn over money 12 a his possession to the trustee in bankruptcy. In re Diamond’s Estate, 259 Fed. 70; 16 O. L. Ri 515 (C. C. A. Ohio 1919); certiorari denied, 249 U. 8. 614. See Wolf v. Stores Co., 17 N. P. n, 8s. 213. ‘77 Real estate. An order appointing a receiver for an insolvent cot poration which in terms makes him “receiver for all the property and 4 2183 RECEIVERS. G. C. § 11897 assets of the company, of every kind and description, wherever located,” is sufficiently broad to embrace its real estate, and is not invalid as to the real estate because the petition and motion in the case do not in terms refer to real estate, but prays “that the court will appoint a receiver to take charge of all the property and assets of the company.” Cheney v. Maumee Cycle Co., 64 O. S: 205 (1901). Lien of attaching creditor as against receiver. Where, before the appointment of a receiver, an attachment and levy are made by a ered- itor on the assets of a corporation, carrying on its business, though in fact insolvent, the receiver’s rights will be subject to the lien obtained by attachment. Ford v. Lamson, 17 C. C. 539 (1899). See New York Rubber Co. v. Gandy Belting Co., 11 C. C. 618; 5 C. D. 286 (1896). The above cases were decided before the enactment of the bankruptcy act and before the amendment of G. C. § 11104 (R. S. § 6343) in 1898. POWERS OF RECEIVER. Receivers of a corporation are not the representatives of the corpora- tion, alone, but are also representatives of its creditors, subject to the orders of the court. Rogers v. Akron, ete., R. Co., 6 N. P. 291; 8 L. D. 107 (1899). To continue business. Where receipts from operation are insuffi- cient to pay expenses, the receiver should apply to the court for instructions. Weber y. Naltner, 7 N. P. 290, 10 L. D. 96 (1900). Authority to perform a contract, as authority to pay for equip- ment, bond, etc., see McPherson v. Gillespie, 18 N. P. n. s. 167 (1915). To sell property. A receiver acts under orders and directions of the court, and the only title or property he can convey is that ordered by the court to be sold; therefore, should he include in the sale property not ordered sold, and such sale is afterward confirmed by the court, it must be considered as confirmed inadvertently. Cincinnati, etc., R. R. Co. v. Cincinnati, ete., Ry. Co., 6 N. P. 427; 9 L. D. 493 (1899). See also as to orders of sale. Dunbar v. Casket Co., 19 C. C. 585; 10 C. D. 684 (1900). °, Lorenz v. Reynolds, 7 N. P. 17; 19 L. D. 40. Power of directors to sell property in hands of receiver. See Donner v. Railroad Co., 1 ©. S. C. R. 130 (1877). To improve or repair property. The court may order improvements or repairs on property in the possession of a receiver. Stockyards Co. v. Railroad Stockyards Co., 7 W. L. B. 295 (C. P. 1882). Turnpike Co. v. Howard, 1 W. L. J. 216. To bind corporation as agent. A receiver is not the agent of the corporation and, after discharge of the receiver, the corporation is not liable on contracts made by the receiver. Coal Co. v. Railroad Co., 10 W. L. B. 42 (1883). See Ellis v: Railroad, 6 Am. L. R. 288; 2 W. L. B. 249 (1877). But the corporation may be liable for negligence of agents of the receiver. Stewart v. Railroad Co., 8 N. P. 179; 11 L. D. 232 (C. P. 1901). And where property is returned to the corporation by the receiver on condition that it shall assume all contracts and liabilities made or in- eurred by him, the corporation is liable. Brewing Co. v. ‘Betz, 8 C. C. n. s. 64; 18 C. D. 484 (1906). G. C. § 11897 OHIO PRIVATE CORPORATIONS. 2184 Receiver’s certificates. Where authority is given for an issue of receiver’s certificates to borrow money for the purpose of completing con- tracts on hand, and subsequently a second issue is authorized for the purpose of continuing the business generally by the receiver, the holders of the first issue are entitled to priority in payment over the holders of the second issue. Morris v. Newark Iron & Steel Co., 9 N. P. n. s. 285 (C. P. 1909). LIABILITY. A judgment against a receiver in his official capacity can be satisfied only from the trust funds in his possession. Marshall v. Caverly Co., 5 N. P. n. s. 185. Rent. A receiver has a reasonable time in which to decide wheth- er or not he will aecept a lease of premises occupied by the corpora- tion. If he accepts he is bound by the terms of the lease. If he does not accept, and no other agreement is made with the landlord, he is liable for reasonable compensation to the landlord not less than the rent stipulated in the lease. When there is an arrears for rent which had acerued prior to the appointment of the receiver, the land- lord may make it a condition that such arrears be assumed and paid by the receiver. Where a receiver was authorized, by court order, to pay such arrears of rent, the court refused to vacate the order, although the business was continued by the receiver at a loss and the proceeds of sale of the assets proved insufficient to pay the debts incurred by the receiver. Andrews Vv. Beigel, 6 Ohio App. 427; 26 C. C. n. s. 433; 28 C..D..178 (1915). See also Marshall v. Caverly Co., 5 N. P. n. s. 185; 18 L. D. 157 (C. P. 1907). Insurance. A note given by a corporation for insurance is not pay- ment of the premium, and where a receiver is subsequently appointed and takes possession of the property covered by the insurance, he is chargeable with the cost thereof. Koch v. St. Charles Hotel Co.,.13 C. C. m. s. 163; 22 C. D. 581 (1910). Taxes. The claim of the state for past due and unpaid taxes on personal property in the hands of a receiver is a lien on the property and is entitled to priority over the claims of general creditors. Hamilton v. Beggs Co., 7 0. L. R. 397 (U.S. C. C. 1909). See Treasurer v. Dale, 60 0. S, 180 (1899). Sandheger v. Brewing Co., 6 N. P. 410; 8 L. D. 592. Eick v. McDonald, 34 W. L. B. 228; 8 L. D. 675 (1895). Creech v. Railway, 2 N. P. 164; 3 13. Ws, 200% In re Brewing Co., 6 N. P. 472; 9 L. D. 519. A receiver in possession of personal property should list the same for taxation. See French v. Bobe, 64 0. 8. 823 (1901); distinguishing MeNeill v. Hagerty, 51 O. S. 255 (1894). Franchise taxes, see note to § 5495. On contract of indemnity to surety on attachment ‘pond. Where a receiver gave bond in an attachment proceeding, with a surety company as surety, under an agreement, authorized by the court, that the surety company should be indemnified against liability and expense, and the surety company incurred expense in defending an action on the attachment bond, the agreement of indemnity was held binding upon a successor receiver. Pugh v. Bonding Co. 5 Ohio App. 404; 26 C. C. n, 8. 44; 28 Cc. D. 80 (1916). 2185 RECEIVERS. G. C. § 11897 Infringement of trade name. Where receivers continued to use a trade name, owned by a former employe who suggested the use of such trade name, and such receivers were justified in believing that such trade name belonged to the corporation, the receivers can not be charged with fraud. They may be liable for net profits, but not for gross profits. (Rule for determining net profits defined.) Star Distilling Co. v. Mihalovitch, ete., Co., 12 N. P. n. s. 113; 23 L. D. 342 (1911). Negligence. The receiver of a railroad is liable in his official ca- pacity for injuries by negligence. Murphy v. Holbrook, 20 O. S. 137 (1870). Potter v. Bunnell,.20 O. S. 150 (1870). Damages for negligence of the receiver or his employes are a part of the expenses of the receivership and in proper cases are chargeable against the corpus of the estate. Brown v. Winterbottom, 98 O. S. 127 (1918). Where a mortgagee, in applying for a receiver, asks for power to manage and operate the property, he impliedly agrees that damages for injuries, caused by the negligence of the receiver or his employes, shall have priority over the mortgage lien and be paid from the corpus of the property if current earnings or other assets are insuffi- cient. Brown v. Winterbottom, 98 O. S. 127 (1918). SUITS BY AND AGAINST RECEIVERS. Railroad receivers, see § 9064. By receivers. A receiver may sue to avoid a mortgage which is in- valid as to general creditors because of failure to record the same. Cheney v. Maumee Cycle Co., 64 O. S. 205 (1901). And to avoid an unfiled chattel mortgage Graydon v. Phonograph Co., 17 C. C. n. s. 236; 25 C. D. 260 (1910). Bayne v. Brewer Pottery Co., 90 Fed. 754 (1898). Hamilton v. Beggs Co., 179 Fed. 949 (1910). To vacate a judgment entered against the corporation. Smead Foundry Co. v. Chesbrough, 18 C. C. 783; 6 C. D. 670 (1895). To set aside a fraudulent conveyance. Sayle v. Guarantee, ete., Co., 2 C. UC. n. s. 401; 15 C. D. 503 (1903). Where a receiver fails to sue to set aside a fraudulent conveyance, a creditor may commence suit making the receiver and all interested persons parties, such action being substantially an application to the court for an order on the receiver. Monitor Furnace Co. v. Peters, 40 O. 8S. 575 (1884). A receiver may sue to collect. stock subscriptions. Smith v. Johnson, 57 O. S. 486 (1898). ° By receiver of foreign corporation. See’ Leman v. McLennan, 7 C. C. n. s. 205; 18 C. D. 137 (1905) ; aff'd, no rep., 75 O. S. 643. Bank v. McLeod, 38 O. 8. 174 (1882). Barbour v Lockard, 11 W. L. B. 319 (1884). Wilson v. Gifford, 12 ©. ©. 597 (1896). President, etc., of Manhattan Co. v. Maryland Steel Co., 31 W. L. B. 100; 1 L. D. 286 (1894). ‘ A suit brought by the receiver of a foreign corporation appointed by an Ohio court excludes the right of a receiver subsequently ap- pointed in its home state, to sue on the same cause of action. Lively v. Picton, 218 Fed. 401 (Cc. C. A. Ohio 1914). G. C. § 11897 OHIO PRIVATE CORPORATIONS. 2186 Suits against receivers. Leave of court must be obtained before a suit can be maintained against a receiver. Spinning v. Insurance Vo., 2 Dis, 336 (1858). Osborne v. Railway Co., 9 N. P. n. s, 561 (1910). But failure to obtain leave does not affect the jurisdiction of the court in which the suit is brought. It may be waived by the receiver. Tobias v. Tobias, 51 O. S. 519 (1894). When leave refused. See Coal Co. v. Coal Co., 11 N. P. n. s. 38 (1910). Where a receiver has been appointed in a foreclosure proceeding, a person having a claim for operating expenses (including a claim for injuries caused by negligence of the receiver of his employes) may intervene in the foreclosure suit before final distribution of the proceeds and apply for an order postponing distribution pending de- termination of his claim. Brown v. Winterbottom, 98 O. S. 127 (1918). A separate suit for attorney fees for services rendered to the re- ceiver can not be maintained. Application should be made to intervene in the action in which the receiver was appointed. \ Friend v. Friend Paper Co., 13 N. P. n. s. 495 (OF Y 1912). Citing, Olds v. Tucker, 35 O. S. 581. Attorney fees will not be allowed out of a fund unless the at- torney or his client have rendered services, the effect of ‘which is to conserve or inerease the fund. Where the plaintiff has participated in acts which have diminished the fund, no fee can be allowed to his attorney. Buschle v. Mfg. Co., 15 N. P. n. s. 618 (1913). Where receivers incur indebtedness in excess of the limit ordered by the court, creditors having such unauthorized claims. should file an intervening petition against the receivers and their sureties, in the original suit and not by independent action. Lumber Co. v. Phillips, 21 N. P. n. s. 1 (1917). An action to compel a receiver to allow a claim is not an action for money only and is appealable. Webb v. Stasel, 80 O. S. 122 (1909). State v. Jones, 95 O. S. 357. The receiver may appeal without giving bond. Young Vv. Man- hattan Co., 16 C. C. n. s. 215 (1907); Smith v. Folsom, 80 O. S. 218 (1909). But where a claim against a fund in the possession of the receiver is presented by a motion in the nature of an intervening petition in the receivership proceeding, the receiver may proseeute error. Schultz v. Cincinnati, 8 Ohio App. 140; 27 0. C. A. 362; affirmed, 97 O. 8. 317 1917). i receiver can not appeal from an order or judgment sustaining exceptions to his report. Scheidler v. Railway Co., 20 C. C. 453; 11 C. D. 203 (1900); Becker v. Real Estate Co., 19 CG. CO. n. (8.°5935 26 GC. D. 680 (1912). An appeal lies from an‘ order finally fixing the receiver’s com- pensation. Thompson vy. Denton, 95 O. S. 333 (1917). Mandamus against receiver. Where the court of common pleas, hav- ing jurisdiction in an action against a railroad corporation, has appointed a receiver, who is in possession and is operating the road under the orders of the court, a mandamus will not be issued against such corporation and receiver directing their conduct in operating the road. State v. Marietta, ete. R. R. Co., 35 O. S. 154 (1878). Actions against corporation while in receiver’s hands. See Mather v. Cincinnati Ry. Co., 3 C. C. 284; 2C. D. 161 (1888). See also § 11233. 2187 DISSOLUTION. G. C. § 11938 Section 11898. (Investment of funds by receiver.) By order of the court, funds in the hands of a receiver may be invested upon interest. No such order shall be made ex- cept upon the consent of all the parties to the action. (R. S. See. 5591; March 14, 1853, 51 v. 57, § 257; S. & C. 1019.) Deposit of funds in bank as a general or special deposit. See Smith v. Fuller, 86 O. 8S. 57 (1912). DISSOLUTION OF CORPORATIONS. § 11938. When corporation may pe- § 11961. When the last board is tition for dissolution. without a quorum. § 11939. What the petition must § 11962. Petitions under preceding contain. section. § 11940. Affidavit to be attached § 11963. Trustees appointed suc- to petition. ceed to rights of pred- § 11941. Notice of pendency of pe- ecessors. tition. § 11964. No action shall abate by § 11942. Hearing before the master. dissolution of corpora- § 11943. When judgment for disso- tion. lution rendered. § 11965. Judgments by or against § 11944. Who may be appointed re- such corporations. ceiver. § 11966. Title to real estate. § 11945. Powers of receiver. § 11967. Trustees personally liable § 11946. Unpaid subscriptions to be for an abuse of trust. collected. § 11968. Dissolved corporation may § 11947. Duties of trustees. prosecute action in its § 11948. Transfers pending the ac- own name. tion void. § 11969. May be sued by corpor- § 11949. Duties of creditors and ate name. other persons. § 11970. Judgments may be revived. § 11950. Meeting of creditors. § 11971. Error may be prosecuted. § 11951. How contingent engage- § 11972. Directors may _ appoint ments discharged. trustees. ‘ § 11952. Receiver’s compensation. § 11973. Removal and duties of § 11953. Receiver to retain money trustees, ' ; for certain purposes. § 11974. Certificate of dissolution, § 11954. How distribution to be or revocation to be filed made. with secretary of state. § 11955. When dividend may be §11975. By whom certificates made. made when dissolved by § 11956. Receiver to act on order court. of court. § 11976. Foreign corporations retir- § 11957. Account of receiver to ing from state shall file court. certificate, : § 11958. Report of referee on re- § 11977. Tee for filing certificate. ' ceiver’s account. § 11978. Mere retirement from bus- § 11959. Further duties of receiver. iness or voluntary disso- § 11960. Repealed. lution of corporation. Section 11938. (When corporation may petition for dis- solution.) When a majority of the directors, trustees, or other officers having the management of the concerns of a corporation, or stockholders representing not less than one- third of the capital stock of a corporation, organized under the laws of this state, discover that the stock property, and effects of the corporation have been so far reduced, by losses or otherwise, that it will not be able to pay all just demands for which it is liable, or to afford a reasonable security to those who deal with it, or deem it beneficial to the interests of the stockholders that the corporation be dissolved; or when such directors, trustees, or other officers are authorized, G.'C. § 11938 OHIO PRIVATE CORPORATIONS. 2188 by a majority of the stockholders, to apply for a judgment as hereinafter provided, or when the objects of the corpora- tion have wholly failed, or are entirely abandoned, or their accomplishment is impracticable, they may apply by peti- tion to the common pleas court of the county, or the superior court of the city or county, in which the principal place of conducting the business of the corporation is situated, for its dissolution pursuant to the provisions of this chapter. (R. S. Sec. 5651; March 29, 1875, 72 v. 188, §1; 8S. & S. 248.) Voluntary dissolution where all debts paid, §§ 8738 to 8743. Dissolution in quo warranto proceeding, § 12323, et seq. Dissolution of railroad companies, § 8819. Dissolution of building and loan associations, §§ 9665, 687. Mode of dissolution. Before the adoption of the code, the modes by which private corporations were dissolved were first, by the death of its members; second, surrender of its franchises, and third, a judgment of forfeiture for nonuser or abuse. Trustees v. Zanesville, ete., Co., 9 Ohio 203 (1839). y State v, College, 32 0. S. 487. A corporation is not dissolved by a sale of all of its property. Donner vy. Dayton, ete., R. R. Co., 1 GC. Sa GicR...13Op 8890 1871). Removal from the state does not cause a dissolution. Lander v. Burke, 65 O. S. 532 (1901). Sale of all the corporate property, in an insolvency or bankruptey pro- ceeding, or by a receiver, does not operate as a dissolution of the cor- poration, nor affect the right of the stockholders to elect directors. State v. Merchant, 37 O. S. 251 (1881). Power of court to wind up corporation. In the absence of statutory authority, a court of equity has no right, at the suit of a stockholder, to take any step, the sole purpose or the primary object of which is, to wind up the affairs of a corporation. Railroad Co. v. Duckworth, 2 C., C38: doC; D. 618 (1887). North Fairmount, ete., Co. v. Rehn, 6 N. P. 185; 8 L. D. 594 (1899). Cronin v. Potters’? Co-op. Co., 29 W. L. B. 52 (1892). i Goebel v. Herancourt Brewing Co., 7 N. P. 231: 2 L.\D. 377 (18938): Schone v. Consolidated, ete., Co., 4 N. P. 216: 6 L. D. 246 (1897). Woods v. Equitable Debenture Co., 8 N. P. 125 (1900). De La Croix v. Steel Co., 8 N. P. n. s. 489; 18 L. De (Ors In re Mansfield Co., 3 Ohio App. 253; 21 C. C. n, s. 95 (1914), Oppenheimer v. Ptg. Co., 24 N. P. n. s. 483 (1923). Proceeding under § 11938 et seq. One purpose of this section is to provide a remedy for minority stockholders. In re Mansfield Co.; 3 Ohio App. 253; 21 C. C. n. s. 95 (1914). . A publie utility company may be dissolved under this chapter. — In re Mansfield Co., 3 Ohio App. 253; 21 C. Cz n. 8. 95 (1914). ‘a To justify dissolution, on the ground of failure of the corporation — to discharge its charter purposes, a plain violation must be proved. Becker v. Germannia Co., 22 OC. C. n. s. 395 (1908). The ultimate purpose of a proceeding under this chapter is to wind up the affairs of a corporation. In re Columbus Bicycle Co., 1 N. P. n. s. 461; 14 L. D. 467 (C. P. 1904). See also note to § 11960. 2189 DISSOLUTION. G. C. § 11939 Venue. The “principal place” of this section is the same as “principal office” of § 10135. Mercantile Trust Co. y. Aetna Iron Works, 4\C, C. 5/9,,588; 2 6. D. 718 (1890). Parties. In an action for the dissolution of a corporation, the holders of liens on the real estate or personal property of the corporation are proper if not necessary parties. Mercantile Trust Co. v. Aetna Iron Works, 4 C. C. Deve Oe Ds iS (1890). Persons holding incumbrances against the corporate property are en- titled to come in and set up their claims. In re Columbus Bicycle Co., 1 N. vb. n. s. 461; 14 L. D. 467 (CrP, 1904). The county treasurer may, by answer and cross petition, set up a claim for taxes due and unpaid. In re Columbus Bicycle Co., 1 N. P. n. s. 461; 14 L. D. 467 (C. P. 1904). While the proceeding is in rem, both the petitioners and the corpora- tion are parties. In re Columbus Bicycle Co., 1 N. P. n. s. 461; 14 L. D. 467 (C. P. 1904). On a cross petition, service on the directors is sufficient. In re Columbus Bicycle Co., 1 N. P. n. s. 461; 14 L. D. 467 (C. P. 1904). Stockholders and unsecured creditors may intervene. Everhardt v. U. S., ete., Co., 8 N. P. 525; 11 L. D. 687. In re Columbus Buggy Co., 1 N. P. n. s. 461; 14 L. D. 467 (C. P. 1909). Koch v.: Hotel Co., 13, C. C. mn. s. 163 (1910). Corporation as a party. See Reeder vy. Wade, 2 0."8.°Cr R219 °(1870). Determination of jurisdiction. Where the question of the jurisdiction of the court over the subject matter of the action is raised by the plead- ings in the case, it is to be tried and determined as any other isssue of fact arising thereon. Mercantile Trust Co. v. Aetna Iron Works, 4 C. C. 579; 2 GC. D. 718 (1890). Dismissal. A motion by the petitioning stockholders for a dismissal of the proceeding will be refused where creditors have become parties. In re Columbus Bicycle Co., 1 N. P. n. s. 461; 14 L. D. 467 (C. P. 1904). Section 11939. (What the petition must contain.) Such application shall contain a statement of the reasons which induce the applicants to desire a dissolution of the corpora- tion, and there shall be annexed to it: 1. A full and true inventory of all the estate, real and personal, in law and equity, of the corporation, and of all the books, vouchers, and securities relating thereto; 2. — which the defendant, or one of the defendants, resides or is found, or, when the defendant is a corporation, in the county ~ in which it is situated, or has a place of business; except that, when the attorney general files the petition, it may be brought in the court of appeals of Franklin county. (May 4 6, 1913, 103 v. 433; R. 8S. § 6768; February 7, 1885, 82 v. 16, —— os 2215 QUO WARRANTO. G. C. § 12313 39; R. S. 1880; May 1, 1852, 50 v. 267, §13; March 17, 1838, 36 v. 68, §1;.S: & C.89;.S. & C. 1264.) The petition must allege the location of the place of business of the corporation. State v. Granville, ete., Society, 11 Ohio 1, 9 (1841). Quo warranto proceedings by the attorney-general against several corporations, for violation of the anti-trust act, may be brought in the court of appeals of any county where one or more of the defendants is lo- cated, or has a place of business, and process may issue to other counties for the other defendants. State v. Bridge Co., 7 C. C. n. s. 557; 18 C. D. 147 (1906). State v. Standard Oil'Co., 15 C: Ci n. s. 212, 220 (1907). Quo warranto may be brought by the attorney general in the court of appeals of Franklin county against an individual charged with transacting insurance business without authority, although he is served with summons in another county. where he resides. State v. Renschler, 4 Ohio App. 413; 25 ©. C. n. s. 218 (1913); affirmed, 90 O. S. 363. The supreme court has original jurisdiction. State, ex rel, v, Fender, 106 O. S. 191 (1922). Jurisdiction of court of appeals. See State, ex rel., v. Buckland, 5 O. S. 216 (1855). State, ex rel., v..Smith, 6 C. C. 410. (1892). Railroad Co. v. State, 85 O. S. 251. The statute construed in State v. Thompson, 34 O. S. 365, requir- ing the action to be ‘‘brought in the county in which the defendant resides or may be summoned in accordance with section 10, chapter 5, title 1, of the act’’ so far as it relates to the supreme court was re- pealed by the 1912 amendment to the Ohio Constitution. State v. Fender, 106 0. 8. 191 (1922). Section 12312. (Leave to file petition; notice.) Upon application for leave to file a petition, the court or judge may direct notice thereof to be given to the defendant pre- vious to granting such leave, and may hear the defendant in opposition thereto. If leave be granted, an entry thereof shall be made on the journal, or, the fact be indorsed by the judge on the petition, which shall then be filed. (R. 8S. Sec. 6769; March 17, 1838, 36 v. 68, §9; S. & C. 1267.) See State, ex rel., v. Hunt, 84 0. S. 143 (1911). A judge of the court may, in the exercise of chamber powers, grant leave to file an information in the nature of a quo warranto. State, ex rel., v. Buckland, 5 O. S. 216 (1855). A citizen of Ohio may file a petition in quo warranto, as a matter of right, without leave granted. State, ex rel., v. Fender, 106 O. S. 191 (1922). Section 12313. (Issue of summons’ and service.) When the petition is filed without leave and notice, a summons shall issue, and be served as in other cases. Such summons may be sent to and returned by the sheriff of any county by mail, who shall be entitled to the same fees thereon as if it G. C. § 12315 OHIO PRIVATE CORPORATIONS. 2216 had been ‘issued and returned in his own county. (R. 8. See. 6770; March 17, 1838, 36 v. 68, §2;S. & C. 1265.) Service on corporations, see § 11288. Where a petition is filed without leave a summons which fixes an- swer day as the third Saturday after the return day is bad on a motion to quash. Under § 12315 the time for answer is within thirty days after the return of the summons. State, ex rel., v. Robinson, 11 W. L. B. 294 (1884). Service may be made in quo warranto as in other civil actions. Where the defendant is a railroad company, service may be made upon a ticket or freight agent under § 11288. State v. Standard Oil Co., 15 C. C. n. s. 212 (1912). Section 12314. (Service by publication.) When a sum- mons is returned not served because the defendant, or its officers or office, cannot be found within the county, the elerk must publish a notice for four consecutive weeks in a newspaper published and of general circulation in the county, setting forth the filing and substance of the petition. Upon proof of such publication, the default of the defendant may be entered, and judgment rendered thereon, as if he had been served with summons. (R. S. Sec. 6771; March LG 1838, 36 v. 68, § 13; S. & C. 1268.) Where none of the defendants reside in or are found in the county, and none appear, service by publication is not authorized. State, ex rel., v. Smith, 6 C. C. 410; 3 C. D, 515 (1892). In a quo warranto proceeding against a corporation, where certain non-resident directors are proper parties, they may be served under this section. State, ex rel., vy. Railway Co. 6 ©. C. 412, 415 (1892). Section 12315. (Pleadings after petition.) The defendant may demur or file an answer, which may contain as many several defenses as he has, within thirty days after the filing of the petition, if it was filed on leave and notice, or after the return day of the summons; and the plaintiff may file a demurrer or a reply to such answer within thirty days there- after. (R. 8. See. 6772; March 17, 1838, 36 v. 68, § 12; R. S. 1880; S. & C. 1268.) . Pleading. See notes to §§ 12303 and 12304. The inquiry in proceedings in quo warranto is limited to the charges in the information, and matter set up by way of plea is only material in so far as it shows warrant in law for the exercise. of the authority alleged in the information to ‘be usurped. a State, ex rel., v. Cincinnati, 23 O. S. 445 (1872). See State, ex rel., v. Greenville, ete., Ass’n. 29 O. S. 92. 101 (1876). In a proceeding against an interurban railway for failure to pave between tracks as required by its franchise, irregularity of the pro- ceedings to pave the highway constitutes no defense. The defenses 221% QUO WARRANTO. G. C. § 12319 in a quo warranto proceeding must be in harmony with the statutory subject of action. State v. Electric Co. 104 O. S. 120 (1922). ‘Section 12316. (Court may extend time for pleading.) An order may be made by the court, or a judge thereof, ex- tending the time within which a pleading may be filed; but such order shall not work a continuance of the case. (R. S. See. 6773; March 17, 1838, 36 v. 68, § 14; S. & C.-1268.) Section 12317. (Judgment where office, franchise, etc., found to have been usurped.) When a defendant is found guilty of usurping, intruding into or unlawfully holding or exercising an office, franchise, or privilege, judgment shall be rendered that he be ousted and altogether excluded there- from, and that the relator recover his costs. (R. S. See. 6774; Mareh 17, 1838, 36 v. 68, §15; S. & C. 1268.) Section 12318. (Judgment where director of a corpor- ation found to have been illegally elected.) When the action is against a director of a corporation, and the court finds that, at his election, either illegal votes were received or legal votes rejected, or both, sufficient to change the result, judgment may be rendered that the defendant be ousted, and of induction in favor of the person who was entitled to be declared elected. (R. S. See. 6775; April 28, 1873, 70 v. 176, §1; R. S. 1880.) Where persons claiming. office as directors are ousted because of unfair election, their predecessors will be restored to office to continue until their successors are elected and qualified. State, ex rel., v. Bonnell, 35 O. S. 10, 17 (1878). Persons elected directors by cumulative votes may be inducted into office, although they did not receive the votes of a majority of the stock- holders. Schwartz v. State, 19 C. C. 350 (1900); affirmed, 61 O. S. 497. See G. C. § 8636. Where it is impossible to determine which of the candidates for directors were elected, none of them can hold office as the result of the election. State v. McIntosh, 23 C. C. n. s. 305 (1912). . Where, a corporation has five directors, the election of four per- sons entitles them to be inducted into office in the place of the former board of five. State v. DeBrul, 100 O. 8. 272 (1919). Before the enactment of this section it was held that the court could not declare elected and induct into office, persons who had only a minority of the votes received by the inspectors of election, although sufficient legal votes, offered in their favor, had been improperly rejected by the inspectors. State v. McDaniel, 22 0. S. 355 (1872). See Renner v. Bennett, 21 0.:'S. 431 (1871). Section 12319... (When court may order new election.) In a case under the next: preceding section the court, may G. C. § 12323 OHIO PRIVATE CORPORATIONS. 2218 order a new election to be held, at a time and place, and by judges it appoints, notice of which election, and naming the judges, shall be given as provided by law for notice of elee- tions of directors of such corporation. The order of the eourt shall become obligatory upon the corporation and its officers when a duly certified copy is served upon its secre- tary personally, or left at its principal office. The court may enforce its order by attachment, or as it deems necessary. (R. S. See. 6776; April 28, 1873, 70 v. 176; §2; R. S. 1880.) Where the directors elected were not stockholders, and ineligible and the minority candidates all received the same number of votes so that it was impossible to determine who was elected, the court, on oust- ing the ineligible directors, set aside the election and ordered a new one. Henderson v. Hogan, 1 W. L. B. 227 (Dist. Ct. 1876). See State v. Voight, 2 Ohio App. 145; 17 C. C. n. s. 447; 25 C. D. 255 (1913). Section 12320. (Rights of person adjudged to be entitled to an office.) If judgment be rendered in favor of the person averred to be entitled to an office, after taking the oath of office, and executing any official bond required by law, he may take upon him the execution of the office. Immediately thereafter he shall demand of the defendant all books and papers in his custody or within his power appertaining to the office from which he has been ousted. (R. S. Sec. 6777; March 17, 1838, 36 v. 68, §4; S. & C. 1265.) Section 12321. (Action for damages.) Within one year after the date of such judgment, such person may bring an action against the party ousted, and recover damages he sus- tained by reason of such usurpation. (R. 8. See, 6778; March 17, 1838, 36 v. 68; §6; S. & C. 1266.) Attorneys’ fees in prosecuting the quo warranto proceeding ean not be recovered. Palmer v. Darby, 64 O. 8. 520 (1901). See Palmer v. Darby, 2 N. P. 401; 4 L. D. 48 (1895). Section 12322. (How judgment of court enforced.) If such defendant refuses or neglects to deliver over any such book or paper pursuant to such demand, he shall be cuilty of a contempt of court, and shall be fined in any sum not ex- ceeding ten thousand dollars, and imprisoned in the jail of the county until he complies with the order of the court, or is otherwise legally discharged. (R. S. See. 6779; March 17, 1838, 36 v. 68, §5; S. & C. 1266.) - Section 12323. (Judgment when corporation has forfeit- ed its rights.) When, in such action, it is found and ad- 2219 QUO WARRANTO. G. C. § 12324 judged that, by an act done or omitted, a corporation has surrendered or forfeited its corporate rights, privileges, and franchises, or has not used them during a term of five years, judgment shall be entered that it be ousted and excluded therefrom, and that it be dissolved. (R. 8S. Sec. 6780; March 12, 1845, 43 v. 94, §1; S. & C. 1271.) There can be no forfeiture without judgment in quo warranto, and corporate property is not lost by mere nonuser. Webb v. Moler, 8 Ohio 548 (1838). See State, ex rel., v. Bryce, 7 Ohio (pt. 2) 82 (18836). A forfeiture can only be claimed by the state, and a corporation is not subject to collateral attack for misuser or nonuser of its franchises. Webb v. Moler, 8 Ohio 548 (1838). Toledo, etc., Ry. Co. v. Toledo, ete., Ry. Co., 6 C. C. 362, 391 (1892). Benninger v. Gall, 1 ©. 8. C. R. 381 (1871). Finnell v. Burt, 2 Handy 202 (1856). Under § 12323 a corporation can allow no lapse in the exercise ot its franchise of the extent of five years. Gas Co. v. Akron, 81 O. S. 338, 50 (1909). A corporation may forfeit its charter through neglect or abuse of its franchises; but a forfeiture is not allowed, except under express limitations of the charter, unless a plain abuse or neglect of power, by which the corporation fails to fulfill the design of its creation, is shown. State, ex rel., v. Commercial Bank, 10 Ohio 535 (1841). State, ex rel., v. Farmers’ College, 32 0. S. 487 (1877). A building and loan association can not be deprived of its char- ter for non-user unless it has continued for five years. Rep. Atty. Gen. 1912, p. 904. Effect of judgment of ouster. It is not competent for the court, in a quo warranto proceeding ousting a corporation of the right to be a body corporate, to consider or determine the rights or liabilities of third parties who have acquired such rights or liabilities in their dealings with such acting corporation. The court has exhausted its jurisdiction when it has adjudged that the corporation be ousted; and such judgment is not re- troactive, and does not affect the rights and liabilities of those who have dealt with the corporation. Society Perun v. Cleveland, 43 O. S. 481 (1885). See also as to effect of judgment. Bell v. Insurance Co., 14 ©. C. n. s. 385 (1911). Gaff v. Flesher, 33 O. S. 107 (1877). Sims v. Best, 1 ©. C. n. s. 41; 15 C. D, 149 (1903). See note to § 12325. Judgment by default. Judgment by default can not be taken unless the petition sets out facts showing a forfeiture. State, ex rel., v. American, etc., College, 8 A. L. Rec. 422 (1879). Section 12324. (Other acts.) When it is found and ad- judged in such case, that a corporation has offended in a matter or manner which does not work such surrender or forfeiture, or has misused a franchise or exercised a power not conferred by law, judgment shall be entered that it be ousted from the continuance of such offense or the exercise G. C. § 12325 OHIO PRIVATE CORPORATIONS. 2220 of such power. (R. 8. Sec. 6780; March 12, 1845, 43 v. 94, §1;8. & C. 1271.) Discretion of court to dissolve corporation, or to oust it from ex- ercise of particular powers only. Where a corporation has been guilty of an act which is a cause for the forfeiture of its franchises, and the state, on the relation of the attorney-general, demands a judgment of dissolution on account thereof, the court has no discretion to refuse such judgment upon the ground that public or private interest would be better subserved by preserving the existence of the corporation. State, ex rel., v. Canal Co., 23 O. S. 121 (1872). State, ex rel., v. Association, 35 O. S. 258 (1879). See State, ex rel., v. Central Ohio, ete., Association, 29 O. S. 399 (1876). But except in the above cases, the court is vested with a discretion to determine whether judgment of ouster of the franchise to be a corpora- tion shall be rendered, or whether the corporation shall be ousted from the exercise of the powers illegally assumed. State, ex rel.,.v. Oberlin, ete., Association, 35 O. 8. 258 (1879). State, ex rel., v. Peoples, ete., Association, 42 O. S. 579 (1885). Where a corporation has conducted an illegal business and its acts have been persistent, defiant and flagrant, a judgment of ouster will be rendered. ; State, ex rel., v. Dairy Co., 62 O. S. 350, 367 (1900). See State v. Investment Co., 64 O. S. 283 (1901). State v. College Co., 63 O. S. 341 (1900). But where the right is doubtful, and has not been adjudicated or finally settled, and the illegal acts have not been persistent, defiant or flagrant, a judgment of ouster from the right to do the unauthorized business or illegal acts may be rendered. State, ex rel., v. Railway, 12 C. C. n. s. 49; 21 C. D. 175 (1909). Promises of the defendant may. be considered. Turnpike Co. v. Waechter, 2 C. C. n. s. 21; 15 C. D. 605 (1903). Where there were irregularities and omissions, in the organization of a corporation not for profit, due to inadvertence and not to a design to evade the law, the court refused to render a judgment of ouster, but entered a decree requiring that a legal organization be effected. State v. Burial Association, 8 C. C. n. s. 233; 18 CO. D. 397 (1906). Section 12325. (Dissolution of corporations; appointment of trustees by court.) The court rendering a judgment dis- solving a corporation shall appoint a trustee or trustees, not exceeding three in number, for the benefit of the creditors and stockholders thereof, who shall each severally give an undertaking payable to the state of Ohio, in such sum and with such sureties as the court may designate and approve, conditioned: that he or they will faithfully discharge their respective trusts in accordance with the orders of such court or of the court to which such quo warranto proceedings may be remanded, as hereinafter provided, and properly pay and apply all money and other property that may come into his or their hands, as such trustee or trustees, in accordance | with such orders. (R. S. See. 6781; March 12, 1909, 100 vy. 102; March 12, 1845, 43 v. 94, §2; 8. & C. 1271.) 5 2221 QUO WARRANTO.. G. C. § 12328 Where a decree of ouster is entered against a canal company as to its right to be a corporation and its right to operate a canal, there is a forfeiture ot the easement of the canal company, and the land reverts to the original owner. / New York, etc., R. R. Co. v. Parmelee, 1 C. C. 239 (1885); affirmed, 23 W. L. B. 108. Day v. Railroad, 44 O. S. 406 (1886). Jurisdiction over dissolved corporation and trustees in suit brought in another county. See Lerenman v. Insurance Co., 11 N. P. n. s. 58; 21 L. D. 269 (1911). Where a corporation is ousted of its right to be a corporation, the court must appoint trustees. State, ex rel., v. Oberlin, etc., Ass’n, 35 O. S. 258, 264 (1879). See Kealey v. Faulkner, 7 N. P. n. s. 49; 18 L. D. 498 (C. P. 1907). Section 12326. (Remanding to common pleas court.) Upon the appointment and qualification of such trustee or trustees, the supreme court or the court of appeals in which the proceedings have been instituted, may remand the pro- ceedings to the court of common pleas of the county in which the corporation has or last had its principal place of business for further proceedings in accordance with law; and upon the proceedings being so remanded, the court of common pleas shall become and be vested with full jurisdic- tion and shall have the same power with reference thereto as the supreme court or court of appeals would have had if such proceedings had not been remanded.’ The jurisdiction of the supreme court or court of appeals of the proceedings so remanded shall cease upon such remand being made. (May 6, 1913, 103 v. 433; R. S. Sec. 6781; March 12, 1909, 100 v. 102; March 12, 1845, 43 v.94, §2; 8. & C. 1271.) Section 12327. (Order of court, effect of.) Any party to proceedings against a corporation under this chapter, 1n- cluding such trustee or trustees, may prosecute error to any order made in such proceedings in the same manner as In civil cases. The orders of the court in which such quo warranto proceedings are instituted or of the court to which they are remanded shall be binding upon the trustee or trustees, stockholders, creditors and other persons interested in such corporation, unless reversed by appropriate proceed- ings therefor. (R. 8S. See. 6781; March 12, 1909, 100 v. 102; March 12, 1845, 43 v. 94, §2; S. & C, 1271.) Section 12328, (Duties of trustee, as to notice of court order.) Upon the appointment and qualification of such trustee or trustees, he or they shall forthwith give notice of the order dissolving the corporation and of his or their ap- pointment as trustee or trustees thereof, and of the date of G. C. § 12330 OHIO PRIVATE CORPORATIONS. 9999, his or their appointment, by publication once a week for four consecutive weeks in a newspaper of general circulation in the county in which the corporation has or had its prin- — cipal place of business. Such notice shall require all persons — having claims against the corporation to file them with such trustee or trustees within ninety days from the date of his or their appointment. All claims not filed with the trustee or trustees within ninety days from the date of the appoint- — ment shall be barred as against such trustee or trustees and — the property of the corporation, unless the court for good | cause shown shall otherwise order. (R. 8. See. 6782; March ~ 12, 1909, 100 v. 103; March 17, 1838, 36 v. 68, §19;S. & C.@ 1268.) | Section 12329. (Rejected claims.) If, in the judgment of such trustee or trustees, any claim or claims so filed with them are for any reason not valid claims against the estate of such corporation, the trustee or trustees shall notify the claimant or claimants that their respective claims are re- jected by written notice by registered mail, directed to their last known address. Such claimants at any time within © ninety days from the mailing of such notice of rejection may ~ sue such trustee:or trustees for the recovery of such claim — or claims in any court of competent jurisdiction in the county in which such corporation has or had its last prin- © cipal place of business. ‘ Should such suit finally terminate in favor of the claimant, the judgment therein obtained by him shall be entitled to share with other claims: against the cor- poration, in the manner and to the same extent as if the claim had been allowed in the first instance by the trustee or ~ trustees. Upon the failure of a claimant to bring suit within — ninety days from the date of the mailing of the notice that it is rejected by the trustee or trustees, the claim shall be — barred and unenforcible against the trustee or trustees or — the property of the corporation, unless the court for good cause shown shall otherwise order. (R. 8. See. 6782; March — 12, 1909, 100 v. 108; March 17, 1838, 86 v. 68, §19; S. & Cy 1268.) Jurisdiction can not be obtained over the trustees in a county © other than that in which they may be served. Lerenman v. Insur- ance Co. 11 N. P.‘n. 8s. 58 (1910). Section 12330. (Powers of trustee.) The trustee or trus-_ tees so appointed shall be subject to the orders of the court appointing them or of the court to which such quo warranto- proceedings may be remanded, and shall be vested with the title to all the estate, real and personal, of the corporation ~ 2223 QUO WARRANTO. G. C. § 12332 from the date of his or their appointment and qualification, as hereinbefore provided, and under and subject to the orders of the court shall have power to settle the affairs of the corporation, collect and pay outstanding debts, and divide among the stockholders the money and other property which may remain after the payment of debts and necessary expenses; and shall have authority to file in the court. of his or their appointment, or to which such proceedings may be remanded, motions, applications for instructions or orders and other pleadings; and in the enforcement of any and all demands shall have any and all rights which the stockholders or creditors of the corporation might otherwise be entitled, to enforce, in addition to the rights of the corporation itself. The stockholders and creditors of such corporation shall not be entitled to enforce any such rights except upon the re- fusal of such trustee or trustees to do so within a reasonable time upon demand therefor by such stockholders and eredit- ors. (R. 8. See. 6782; March 12, 1909, 100 v. 103; March 17, 1838, 36 v. 68, §19; S. & C. 1268.) Section 12331. (Demands by trustee.) The trustee or trustees upon his or their appointment and qualification shall forthwith demand all money, property, books, deeds, notes, bills, obligations and papers of every description within the custody, power or control of the officers of the corporation, or either of them or any other persons, belonging to the corporation, or in any wise necessary for settlement of its affairs or for the discharge of its debts and liabilities. He or they, without leave of court may sue for and recover in the name of such trustee or trustees the demands and property of the corporation, and he or they shall be severally hable to the ereditors and stockholders to fully and faith- fully administer his or their respective trusts, in accordance with the orders of the court, as hereinbefore provided. (R. 8. See. 6782; March 12, 1909, 100 v. 103; March 17, 1838, 36 v. 68, § 19; S. & C. 1268.) Section 12332. (Report to court.) The trustee or trus- tees shall as soon as possible after his or their appointment prepare and report to such court a statement of assets and liabilities of such corporation; and at such times as may be ordered by such court, shall report to it, his or their pro- ceedings as such trustee or trustees. Upon collecting such assets as may be: collectable and disbursing same to the approval of such court, the trustee or trustees and his or their surety or sureties, by order of such court, shall be dis- charged from any and all further liability in the premises. G. C. § 12336 OHIO PRIVATE CORPORATIONS. 2224 (R. S. See. 6782; March 12, 1909, 100 v. 103; March 17, 1838, 36 v. 68, §19; 8. & C. 1268.) Section 12333. (Application of this amendment.) The next eight preceding sections shall apply to all trustees of corporations who may be hereafter appointed in quo war- ranto proceedings and to all trustees heretofore appointed in such proceedings, who are now engaged in the execution of their trust. (March 12, 1909, 100 v. 104, § 2.) Section 12334. (Contempt not to give possession to trus- tees.) An officer of such corporation who refuses or neglects to deliver over money, or other things, pursuant to such de- mand, shall be guilty of a contempt of court, and shall be fined not exceeding ten thousand dollars, and imprisoned in the jail of the proper county until. he complies with the order of the court, or is otherwise legally discharged. He shall further be lable to the trustees for the value of all money, or other things, so refused or neglected to be surrendered, together with the damages sustained by the stockholders and creditors of the corporation, or any of them, in consequence of such neglect or refusal. (R. S. See. 6783; March 17, 1838, 36 v. 68, § 20; S. & C, 1269.) Section 12335. (Costs.) If judgment be rendered against a corporation, or against a person claiming to be a cor- poration, the court may render judgment for costs against the directors or other officers of the corporation, or against the person claiming to be a corporation. (R. S. Sec. 6784; March 17, 1838, 36 v. 68; §17; S. & C. 1268.) Section 12336. (How order to deliver property enforced.) In actions under this chapter, when the judgment is against the defendant the court may make an order directing him forthwith to deliver over the books, papers, property, money, deeds, notes, bills, and obligations, to the persons entitled thereto, or the trustees appointed to receive them, and may send a transcript of the proceedings, including a copy of such order, to the common pleas court of the proper county, with a special mandate directing such court to carry it into effect. On complaint being made to such court of common pleas, by affidavit, of a neglect or refusal to comply with such order, that court shall direct an attachment to issue for the defendant, returnable forthwith, who may be required to answer under oath touching the premises. If it appears that he so neglects or refuses, the court shall render judg- ment for penalty or-imprisonment, or both, such as the court | } ; 2225 QUO WARRANTO. G. C. § 123490 making the order might have rendered. (R. S. Sec. 6785; March 17, 1838, 36 v. 68, § 21; S. & C. 1269.) Section 12337. (Injunction in certain cases.) A stock- holder, or stockholders, owning not less than one-fourth of the capital stock of a banking association actually paid in, or entitled to the beneficial interest therein, pending proceed- ’ ings in quo warranto against such corporation, may have an injunction restraining the directors thereof from making any disposition of the assets of such corporation prejudicial to the interests of such stockholder or stockholders, or incon- sistent with their duties as directors. (R. S. See. 6786; March 20, 1860, 57 v. 50, §2; S. & C. 1272.) Section 12338. (Court may require bank directors to give security.) Upon satisfactory proof that the directors of such corporation have violated, or are about to violate any of its franchises, the court, or a judge thereof in vacation, may require them to give security to the stockholders to the satis- faction of the court or judge, for the proper discharge of their duties, and the management and security of the assets. Such court or judge may enjoin such directors from ineur- ring any additional liabilities except for the payment of the necessary services of the officers and employes of such bank- ing association, the amount of which, while such proceedings are pending, shall be under the control of the court. (R. 5S. See. 6787; March 20, 1860, 57 v. 50, §2; 8. & C. 1272.) Section 12339. (Directors may be enjoined from borrow- ing or issuing money, etc.) On petition, such court or judge may enjoin such directors from borrowing or issuing, either directly or indirectly, any of the money or assets of such bank, for their individual benefit, while such proceedings are pending. (R. S. Sec. 6788; March 20, 1860, 57 v. 50, § 3; S. & C. 1272.) Section 12340. (Limitations.) Nothing in this chapter contained shall authorize an action against a corporation for forfeiture of charter, unless it be commenced within five _years after the act complained of was done or committed; nor shall an action be brought against a corporation for the exercise of a power or franchise under its charter, which it has used and exercised for a term of twenty years; nor shall an action be brought against an officer to oust him from his office, unless within three years after the cause of such oust- er, or the right to hold the office, arose. (R. S. See. 6789 : March 17, 1838, 36 v. 68, § 26; S. & C. 1270.) G. C. § 12342 OHIO PRIVATE CORPORATIONS. 2226 A corporation may be ousted in quo warranto from the exercise of a power or franchise, not conferred by law, where the same has not been exercised for twenty years. State, ex rel., v. Standard Oil Co., 49 O. S. 137 (1892). State v. Miami Exporting Co., 11 Ohio 126 (1841). The ouster of a company from the right to be a corporation, for the misuse of a franchise, is limited for five years from the commission of the offense. State, ex rel., v. Railroad Co., 50 O. S. 239 (1893). State, ex rel., v. Standard Oil Co., 49 O. S. 137 (1892). Neither the five years nor the twenty years limitation prescribed in this section bars an action in quo warranto where its object is to oust a corporation from an unwarranted claim to a right or privilege in lands belonging to the state. State, ex rel., v. Railway Co., 53 0. S. 189 (1895). Railroad Co. v. State, 85 O. 8. 251. The use of streets by a gas company for twenty years does not bar an inquiry into the right of the defendant to their exclusive use. State, ex rel., v. Cincinnati, ete., Coke Co., 18 O. S. 262 (1866). There is no distinction between an action brought by the attorney- general and one brought by a prosecuting attorney. See State, ex rel., v. Standard Oil Co., 49 O.-S. 137, 188 (1892). A suit ordered by the legislature is subject to the statute. State v. Granville, ete., Society, 11 Ohio 1, 20 (1841). A plea setting up the statute, taken as a whole, must show the user — of the franchises in question for twenty years, not by the performance of a single act, but by a variety of acts which taken together constitute the exercise of the franchise. See State v. Granville, etce., Society, 11 Ohio 1, 19 (1841). A proceeding is commenced when the information is filed, not when an application is made. See State v. Granville, ete., Society, 11 Ohio 1, 20 (1841). The statute commences to run from the time the cause of ouster arose. See State, ex rel., v. Beecher, 16 Ohio 358 (1847). Where a franchise has been assigned, an action is not barred by this section unless the assignee has exercised the franchise for twenty years. The time prior to the assignment, during which the assignor exercised the ~ franchise, can not be included. . State, ex rel., v. Northern Ohio, ete., Co., 2 Ohio App. 113; 15 C.— C. n. s. 577; 24 ©. D. 262; reversed, 93 O. S. 466; judgment of reversal reversed, 245 U. S. 574. Section 12341. (Action for damages against officers, etc., of ousted corporations.) When judgment of forfeiture and ouster is rendered against a corporation because of mis: — conduct of the officers or directors thereof, within one year — thereafter a person injured thereby, in an action against ~ such officers or directors, may recover the damages he has — sustained by reason of such misconduct. (R. S. See. 6790; March 17, 1838, 36 v. 68, § 22; S. & C. 1269.) . Section 12342. (Cumulative remedy.) Nothing in this chapter shall restrain a court from enforcing the perform-— ance of trusts for charitable purposes, at the relation of the- prosecuting attorney of the proper county, or from enforcing © 2227 QUO. WARRANTO. G. C. § 12344 trusts, or restraining abuses, in other corporations, at the suit of a person injured. (R. S. See. 6791; March 17, 1838, 36 v. 68, § 24; S. & C. 1270.) Section 12343, (Disposition of fines.) Fines collected un- der the provisions of this chapter must be paid into the treasury of the proper county for the use of the common schools therein. (R. S. See. 6792; March 17, 1838, 36 v. 68, § 25; S. & C. 1270.) Section 12344. (Actions under this chapter to have pre- cedence, etc.) Actions under this chapter shall have pre- cedence’ of other civil business. If the matter is of publie concern, on motion of the attorney general or prosecuting attorney, the court must require as speedy a trial of the merits of the case as is consistent with the rights of the parties. (R. 8. See. 6793; March 20, 1860, 57 v. 50, SLs Ss & C. 1272.) G. C. § 12371 OHIO PRIVATE CORPORATIONS. § 12474. § 12495. § 12507. § 12508. § 12511. § 12530. § 12546. § 12547. § 12644. § 12645. § 12657. § 12924-5. § 12954. § 12955. § 12956. § 12956-1. § 12956-2. § 13097. § 13132. 2228 PART XXVII. PENAL CODE Definition of ‘‘whoever.” Embezzlement by Officer of building and loan as- sociation. Embezzlement and _ de- faults by bank officials. Violating a rule of ceme- tery association. Unlawfully interfering, etc., with electric light power or street railway property. Customer tampering with electric light company’s meter. Injuring or destroying property of telegraph companies. Written ¢onsent of owner or presence required. Constructing bridges, etc., over tracks. Demanding compensation when telegraph or tele- phone wires not in use. Unlawfully stringing wires, etc., for conduct- ing electricity. Erecting poles in cities having subways. Corporations may be pro- secuted for nuisance. Proceedings in contempt. Corporation officials, etc., refusing to comply with a requirement of law. Same. Same. . Penalty for violations. . Forfeiture. . Penalty. Construction and enforcement of the law. . Penalty for false list or return of assessment or valuation. Bach day a separate of- fense. Life insurance company discriminating against colored persons. Pxceptions. Discriminations prohibited. Penalty. Dicharging or disciplin- ing employe upon report of “spotter’ without hearing, unlawful. Penalty. Issuing notes resembling bank notes. False statement by medi- eal examiner of insur- ance company. obtaining > § 13133. insurance Fraudulently money from companies. Life insurance; official or agent issuing fraudulent policies. Physician abetting same. Changing life insurance policy. Rebates and other induce- ments from life insur- ance companies. Soliciting membership in unauthorized fraternal beneficiary association. Failure to comply with laws relating to same. Fraud by official or medical examiner of fraternal beneficiary asscciation. § 13141. Fraud by certificate holder in such association. § 13141-1. Sp dela) facts. i alty. § 13149-1. Penalty. § 13151. Selling bonds, certificates, ete., for companies not complying with law. Misrepresentation in liciting insurance; cation of license. Misrepresentations in ad- vertisement by insurance company. Such advertisement + not corresponding with veri- fied statement. 4 Disbursements by domes-— tic life insurance com- panies. b Publishing or permitting — fraudulent prospectus, etc., relating to financial condition of corporation and individual. : Receiving money when bank insolvent. Unlawfully issuing cer- tificate of deposit, etc. Fictitiously borrowing, etc., money. Failing to charge certified check. Certifying check when not sufficient funds. Resorting to unlawful | device. Signing name _ to without authority. Declaring dividend greater than earned. q False entry in book, ete Aiding officer to violate preceding section. ; § 13134, § 13135. § 13136. § 13137. § 13138. § 13139. §13140. Pen- so- § 13171. revo- § 13172. § 13173. § 13174. § 13175. § 13182. § 13183. § 18184, § 13185. § 13186. § 13187. § 13188. § 18189. § 13190. § 13191. order — a 2229 PENAL CODE. 'G. C. § 12474 § 138192. Failing to make reports, § 13415. Acting as agent, etc., for etc. certain companies in de- § 13198. Liability on bond. fault*of taxes. § 13320. Money for political pur- § 13416. Unlawful reinsurance by poses by corporation. life insurance company, § 13321. Aid or advice of such case. etc. § 13322. Annual report of corpora- § 13417. Foreign life insurance tion thereon. companies on the assess- § 13323. Witnesses under next ment plan. three preceding sections. § 10418. Violations by accident in- § 13383-1. False statement affecting Surance companies and solvency of banks, ete. Officers thereof. -1. Penalties. Divulging telephonic com- munication. § 13388. Divulging telegraph mes- § 13418 § 13419 § 13420. Diverting freight. § 13440. § 13 sage. § 13389. Delaying telegraph mes- sage. § 13402. Unlawfully interfering, etc., with telegraph or telephone messages. Humane society may em- ploy an attorney. 607. Summons and indictments against corporations. Section 12371. (Definition of ‘‘whoever’’.) In the inter- pretation of part fourth the word ‘‘whoever’’ includes all persons, natural and artificial, partners, principals, agents, employes, and all officials, public or private. (Codifying Commission, February 15, 1910.) | Section 12472. (Embezzlement by officer of building and loan association.) Whoever, being a president, director, trus- tee member of a committee, secretary, treasurer, attorney or other officer or agent of a building and loan association or Savings association as provided by law, embezzles, abstracts or wilfully misapplies any of the moneys, funds or credits thereof, or issues or puts into circulation a warrant or other order, or assigns, transfers, cancels or delivers a note, bond, draft, mortgage, judgment, decree or other written instru- ment belonging thereto, or raises money otherwise, or re- ceives money from a member or other person for and in the name of such association unless authorized so to do by the board of directors thereof, shall be imprisoned not less than one year nor more than ten years and be liable to the person injured thereby to the extent of the damage incurred. Suit may be brought against the person so, violating and the sure- ties on his bond given to such association for the. faithful performance of his duty. (May 11, 1908, 99 v. 536, § 46; see R. 8. See. 3836-25.) Section 12474. (Embezzlement and defaults by bank officials.) Whoever, being president, director, cashier, teller, clerk, or agent of a banking company, embezzles, abstracts, or wilfully misapplies the moneys, funds or eredits of such company, or, without authority from the directors, issues or puts forth a certificate of deposit, draws an order or bill of exchange, makes an acceptance, assigns notes, bonds, drafts, bills of exchange, mortgages, judgments or decrees, or makes G.-C. § 12507 OHIO PRIVATE CORPORATIONS. 2230 @ a false entry in a book, report or statement of the company, with intent to injure or defraud such company, or other company, body politic or corporate, or any person, or to de- ceive an officer of the company or an agent appointed to in- spect the affairs of a banking company, shall be imprisoned in the penitentiary, at hard labor, not less than one year nor more than ten years: (R. S. See. 3821-85; April 24, 1879, 76 vy. 74, § 30; March 21, 1851,.49 v. 41.) Certificates, that a stockholder had paid sixty percent of the par value of a certain number of shares of stock in a free banking company, are not “moneys, funds or credits” of the bank within the meaning of this section. State v. Davis, 85 O. S. 43 (1911). This section is constitutional. In re Bachtel, 11 C. C. n. s. 537; 21 C. D. 159 (1907); aff’d, no rep., 74 0. S. 524; afi’d, 204 U. S. 36; 15 O. F. D. 457. : This section is limited to banks organized under the free banking act — (§§ 9676-9701). State v. Gibbs, 7 N. P. n. s. 345; 18 L. D. 681 (1908). The cashier of an unincorporated bank, having exclusive custody of its assets, may be guilty of embezzlement although he is a shareholder. State v. Kusick, 45 O. S. 535 (1888). Prosecution against officer of bank incorporated under former Free Banking Act. State v. Barkman, 91 O. S. 248 (1915). Section 12495. (Violating a rule of cemetery association.) — Whoever violates a by-law, rule or regulation adopted by the — trustees, directors or other officers of a cemetery company or association, or by a board of township trustees having charge — of township cemeteries, with reference to the protection, — good order and preservation of cemeteries, and the trees, — shrubbery, structures and adornments therein, shall be fined not less than five dollars. nor more than fifty dollars. (Re © Sec, 3580; April 12, 1889, 86 v. 254; Rev. Stat. 1880; April — 6, 1869, 66 v. 48, §2; 8S. & 8. 69.) | Ole Section 12507. (Unlawfully interfering, etc., with electric — light power or street railway property.) Whoever wilfully — or maliciously injures or destroys or intentionally permits to be injured or destroyed, disconnects, displaces, cuts, breaks, — taps, grounds, or makes a connection with or wilfully oF maliciously interferes with the poles, cable or wires legally — erected, put or strung, electrical apparatus, appliance OF machinery used in the construction or operation of an elec- — trical street railway, electric light plant, plant used in Pro- ~ ducing or generating electric light, or a meter, pipe, conduit, | , wire, line, post, lamp, burner, heater, machine, motor or other B. appliance or apparatus belonging to’a company engaged I~ the manufacture or sale of electricity for light, heat, power — 2231 PENAL CODE. G. C. § 12530 or other purposes, or wilfully or maliciously prevents an electric meter belonging to a company furnishing electric current for light, heat, power or other purposes from duly registering the quantity of electricity supplied by such com- pany, or interferes with the proper action or just registra- tion by such meter or alters the index in such meter, or, with- out the consent of such company, wilfully or maliciously diverts an electric current from a wire of such company, or otherwise wilfully or maliciously uses or causes to be used without the consent of such company, electricity manufac- tured or distributed by such company, shall be fined not less than fifty dollars nor more than one thousand dollars or imprisoned in the penitentiary not less than one year nor more than three years, or both. (R. S. Sec. 3467a; 89 v. 52; 89 v. 100; 90 v. 346; 95 v. 101.) Section 12508. (Customer tampering with electric light company’s meter.) Whoever, being a customer of an electric light company and having in his possession or under his control a meter belonging to it, wilfully permits any person unlawfully and without consent of such company, to discon- nect, change, alter or interfere with the wires running into such meter so as to divert current and prevent such meter from duly registering the quantity of electricity supplied by such company, or wilfully or maliciously aids, agrees with, employs or conspires with any person to do any of the.afore- mentioned acts, shall be fined not less than fifty dollars nor more than one thousand dollars or imprisoned in the peni- tentiary not less than one year nor more than three years, or both. (R. 8. See. 3467a; 89 v. 52; 89 v. 100; 90 v. 346; 95 wind Oy), 21%! Section 12511. (Injuring or destroying property of tele- graph companies.) Whoever unlawfully and intentionally in- jures, molests or destroys a line, post, abutment or any material or property of a telephone or magnetic telegraph company shall be fined not more than five hundred dollars or imprisoned in the penitentiary not more than one year, or both. Prosecution under this section shall be by indictment. (R. S. Sees. 3461-4, 3461-5; 45 v. 34, §§ 4, 5.) Section 12530. (Written consent of owner or presence re- quired. Penalty.) Whoever, without the written consent of the owner or his agent, enters the premises or building of another, for the purpose of constructing, altering, repairing, examining, or attaching thereto a wire, pole, insulator, frame or other appendage, unless such owner or agent is present G. C. § 12644 OHIO PRIVATE CORPORATIONS. 2232 and assenting thereto, shall be fined not less than ten dollars nor more than one hundred dollars, provided, however, that such owner or agent shall give such written consent when it shall fairly and reasonably appear that the person applying therefor, in good faith, desires to so enter for the purpose of altering, repairing or examining such wire, pole, insulator, frame or appendage. (April 18, 1911, 102 v. 88; R. S. § 6881-1; 82 v. 166, § 1.) Section 12546. (Constructing bridges, etc., over tracks.) Whoever violates any provision of law relating to the height of bridges, viaducts, overhead roadways, foot bridges, wires or other structures constructed over the tracks of a railroad by a county, municipality, township, railroad company or other private corporation, or person, shall be fined not less than one hundred dollars nor more than one thousand dol- lars. Each day such structure or wire is permitted to so re- main in violation of law shall constitute a seperate offense. (R. 8. See. 3387-19; 91 v. 365, § 2.) See § 8903 et seq. Section 12547. (Demanding compensation when tele- graph or telephone wires not in use.) Whoever being an officer, agent or other person acting for or in behalf of a steam railway company operating ten or more miles of its railroad for the carrying or transporting of passengers or freight over its road within this state and failing to erect and maintain telegraph or telephone wires in complete work- ing order for use and operation along the line of its railroad with an office and proper means of communication by such wires at each of its principal railway stations, orders, directs, advises, asks, demands or receives compensation for trans- portation of passengers or freight, shall be fined not less than one hundred dollars nor more than five hundred dollars or imprisoned in the county jail or a workhouse for not less than thirty days nor more than ninety days, or both. (R. S. See. 3354-6; 93 v. 89, § 2.) MISCELLANEOUS. Section 12644. (Unlawfully stringing wires, etc., for con- — ducting electricity.) Whoever places, strings, constructs or maintains a line, wire, fixture or appliance of any kind for conducting electricity for lighting, heating or power through a street, alley, lane, square, place or land in a city or village without the consent of such city or village, shall be fined not + 2233 PENAL CODE. G. G. § 12658 less than one hundred dollars more than five hundred dollars. This section shall extend to all levels above, below and.along the surface of public ways, grounds or places, but shall not apply to rights which have been received and exercised here tofore through proceedings in a probate court. (R. S. Sec. 3471la; 92 v. 204; 84 v. 7.) See §§ 9192 to 9194 and notes. Section 12645. (Erecting poles in cities having subways.) Whoever erects a telegraph or telephone pole within that portion of a city or village where subways have been con- structed, unless such pole is required for the purpose of distributing wires from such subways to subscribers’ stations and is located in an alley if practicable, or, within such city or village, constructs or maintains underground wires, pipes, conduits and ‘other fixtures for containing, protecting and operating such wires in the streets and public ways thereof, without obtaining the consent of such city or village, shall be fined not less than fifty dollars nor more than two hundred dollars. This section shall not apply to existing telegraph companies until they shall have had authority and sufficient time to construct subways. (100 v. 85, § 1.) Section 12657. (Corporations may be prosecuted for nuisance.) Corporations may be prosecuted by indictment for violation~of any provision of this subdivision of this chapter, and in every case of conviction under such pro- visions, the court shall adjudge that the nuisance described in the indictment be abated or removed within a time fixed, and, if it is of a recurring character, the defendant shall keep such nuisance abated. (R. S. Sec. 6919; April 23, 1904, 97 v. 310; April 15, 1857, 54 v. 180, §3; April 12, 1865, 62 v. 137; April 4, 1866, 63 v. 96.) ‘ A corporation may be punished criminally for nuisance. Strawboard Co. v. State, 70 O. S. 140 (1904). P A nuisance may also be enjoined. Reduction Co. v. Story, 8 Ohio App. 381, 30 O. OC. A. 252. ; Order to abate nuisance under former laws, see Smith v. State, 22 O. S. 539; Matthews v. State, 25 O. S. 536. Section 12658. (Proceedings in contempt.) If the de- fendant, convicted of a violation of any provision of this subdivision of this chapter, fails, neglects or refuses to abate the nuisance described in the indictment, as ordered by the court, or, if the nuisance is of a recurring character, fails, neglects or refuses to keep it abated, proceedings In con- tempt of court may be instituted against him and all others G. C. § 12872 OHIO PRIVATE CORPORATIONS. 2234 assisting in or conniving at the violation of such order, and the court may direct the sheriff to execute the order of abate- ment at the cost and expense of the defendant. (R. S. See. 6919; April 23, 1904, 97 v. 310; April 15, 1857, 54 v. 130, §3; April 12, 1865, 62 v. 137; April 4, 1866, 63 v. 96.) Section 12870. (Corporation officials, etc., refusing to com- ply with a requirement of law’) Whoever, being a president, secretary, receiver, accounting officer, servant or agent of a railroad company or of a suburban or interurban electric railroad company, refuses to attend before a lawful board of ~ appraisers and assessors when required so to do, or refuses . to submit to the inspection of such board any books or papers of such company in his possession, custody or control, or refuses to answer such questions as may be put to him by the board or upon its order touching the business, property, moneys and credits, or the value thereof, of the company, shall be fined not more than five hundred dollars and im- prisoned in the county jail not more than thirty days. (R. S. See. 27738; 97 v. 573, §4; R. S. Sec. 2776-4; 59 v. 88, §4; S. & S. 766.) Section 12871. (Same.) Whoever, being an officer, em- ploye or agent of an express, telegraph, telephone, sleeping © ear, freight line or equipment company, refuses to attend be- fore the state board of appraisers and assessors when re- quired so to do, or refuses to bring with him and submit for — the inspection of such board, any books or papers of such company in his possession, custody or control, or refuses to answer any questions put to him by such board, or any mem- ber thereof, touching the organization, business or property of such company, shall be fined not more than five hundred — dollars or imprisoned in the county jail not more than thirty — days or both. (R. S. See. 2779; 91 v. 410, § 4; 92 v. 91, §4; © R. S. Sees. .2780-10, 2780-15; 91 v. 222; 90 v. 382; 59 v. 91, §§ 2,3; 8. & S. 769.) Section 12872. (Same.') Whoever, being an officer, em- ploye or agent of an electric light, gas, natural gas, pipe line, water works, street railroad, suburban or interurban railroad, express, telegraph, telephone, messenger or signal, union ~ depot, railroad, water transportation, or heating or cooling ~ company, refuses to attend before the state board of apprais- — ers and assessors for laying excise taxes, when required 80 to do, or refuses to bring with him and submit for the m- — spection of such board, any books or papers of such com- pany in his possession, custody or control, or refuses to an- — ~ 2235 PENAL CODE. G. C. § 12924-3 swer any questions put to him by such board, or any member thereof, touching the organization, business or property of _ such company, shall be fined not more than five hundred dollars or imprisoned in the county jail not more than thirty days or both. (R. S. See. 2780-20; 92 v. 79, §4; 95 v. 140; 97 v. 328.) Section 12924-1. (Penalty for violations.) Whoever, be- ing an officer, agent or employe of any public utility, com- pany, firm, person, co-partnership, corporation or association, subject to the provisions of any law which the tax commis. sion of Ohio is required to administer, shall fail or refuse to fill out and return any blanks, as required by such law, or shall fail or refuse to answer any questions therein propound- ed, or shall knowingly or wilfully give a false answer to any such question where the fact inquired of is within his knowledge, or who shall, upon proper demand, fail or refuse to exhibit to such commission or any commissioner or any person duly authorized, any book, paper, account, record or memoranda of such public utility, which is in his possession or under his control, shall be fined not more than one thous- and dollars for each offense. (June 2, 1911, 102 y. 258, § 154; See G. C. § 5542-12; 101 v. 399, § 110.) Section 12924-2. (Forfeiture.) A forfeiture of not less than five hundred dollars nor more than one thousand dollars Shall be recovered from any such public utility, company, firm, person, co-partnership, corporation or association for each violation of the next preceding section, when such officer, agent or employe acted in obedience to the direction, instruction or request of such public utility, company, cor- poration or association or any general officer thereof. (June 2, 1911, 102 v. 258, § 155; See 101 v. 399, § 110.) Section 12924-3. (Penalty. Construction and enforce- ment of the law.) Whoever violates any provision of a law, which the tax commission of Ohio is required to administer, or neglects or refuses to perform any duty therein required, for which a penalty has not otherwise been provided, or neglects or refuses to obey any lawful requirement or order made by such commission, for every such violation, failure or refusal shall be fined not less than twenty-five dollars nor more than one thousand dollars for each offense. In con- struing and enforcing the provisions of this section, the act, omission or failure of any officer, agent or other person act- ing for or employed by any public utility, company, firm, person, co-partnership, corporation or association acting with- G.'Cy § 12954. OHIO PRIVATE CORPORATIONS. 2236 in the scope of his employment, shall, in every case be the act, omission or failure of such public utility, company, firm, person, co-partnership, corporation or association. (June 2, 1911, 102 v. 258, § 156; 101 v. 399, § 111; See G..C. 5542-13.) Section 12924-4. (Penalty for false list or return of as- . Sessment or valuation.) Whoever, being a member of the tax commission of Ohio, or an assessor or a member of a county board of equalization, or a person whose duty it is to list, value, assess or equalize real or personal property for taxa- tion, shall knowingly or wilfully fail to list or return for assessment or valuation, any real estate or personal property, or knowingly or wilfully lists or returns for assessment or valuation any real or personal property at any other than its true value in money, or shall wilfully or knowingly fail to equalize any real or personal property according to its true value in money, shall be fined not less than fifty dollars nor more than five hundred dollars and in addition thereto, if he be an officer, shall forfeit his office or position. (June 2, 1911, 102 v. 258, § 157; 101 v. 399, § 112.) Section 12924-5. (Each day a separate offense.) Every day during which any public utility, company, corporation, association, firm, co-partnership, officer, or individual, sub- ject to the provisions of any law’ which the’ tax commission of Ohio is required to administer, or any officer, agent or employe thereof shall wilfully fail to observe and comply with any order or direction of such commission or to perform any duty enjoined by ‘such law, shall constitute a separate and distinct offense. (June 2, 1911,.102 v. 258, § 158; 101 v. 399, § 113.) rma Section 12954. (Life insurance company discriminating against colored persons.) Whoever, being a life insurance company organized or doing business, in. this state, or an officer or agent thereof, violates any provision of law relating to the distinction or discrimination between white persons and ‘colored persons, wholly or partially of African... descent, by demanding or receiving from a colored person a different or greater premium than from.a white person, or. by allow. ing a discount or rebate upon a premium paid or to be paid by a white person of the same age, sex, general condition of health and hope of longevity of any. colored person, or by making or requiring a rebate, diminution. or discount from ‘the sum to be paid upon a policy incase:of an insured colored person, or by failing to furnish a. certificate of a regular examining physician of such company. to. such, colored 4 | ; 2237 PENAL CODE. — G.C: § 12956 person as required by law, shall be fined not less than one hundred dollars nor more than two hundred. dollars. (R. 8. 3631-3; March 28, 1889; 86 v. 164, § 3.) Section 12955. (Exceptions.) The next preceding sec- tion ‘shall not require a life insurance company, or an agent thereof, to take ‘or receive'an application for insurance from oa person. (R. S. See. 3631-3; March 28, 1889, 86 v. 164, § 3. Section 12956. (Discriminations prohibited. Penalty.) Whoever for himself or as officer, agent, solicitor, employe or representative of a life insurance company doing business in this state, makes or permits a distinction or discrimination in favor of individuals between the insured of the same class and of equal expectation of life in the amount or payment of premiums or rates charged for policies of life or endowment insurance or in the dividends or other benefits payable there- on, or in any other of the terms and conditions of the con- tracts which such company makes; or pays, allows or gives, or offers to pay, allows or gives, directly or indirectly as in- ducement to insurance or knowingly receives as such induce- ment to insurance any rebate of premium payable on the policy or any special favor or advantage in the dividends or other benefits to accrue thereon or any special advantage in the date of a policy or date of the issue thereof, or any valu- able consideration or inducement whatsoever; or gives or receives, sells or purchases, or offers to give or receive, sell or purchase as inducements to insurance or in connection therewith any stock, bonds or. other obligations or. securities of any insurance company or. other corporation, .association, partnership or individual, or any dividends. or profits to acerue thereon, or any paid employment or contract. for services of any kind or anything of value shall be guilty of a misdemeanor and. upon conviction shall be fined in any sum not less than one hundred dollars and not. exceeding five hundred. dollars, or imprisoned in the jail of the county for a period not exceeding thirty days, or both, at the dis- eretion of the.court and shall pay the costs of the prosecu- tion;.and the. fines which shall be levied and collected for the violation. of any of the provisions of this section shall be paid to the county | treasurer for. the benefit of the com- mon school fund; provided, that nothing in this chapter shall ‘be so construed as to forbid a company, transacting 1n- dustrial insurance ona weekly, payment plan, from return- ing ‘to policy holders, who have made premium. payments for a period of at least one year, directly to the company G. C. § 13097. OHIO PRIVATE CORPORATIONS. 2238 at its home or district offices, a percentage of the premium which the company would have paid for the weekly collec- tion of such premium. (May 31, 1911, 102 v. 511; R. S. § 8631-6; April 27, 1893, 90 v. 345.) Section 12956-1. (Discharging or disciplining employe upon report of ‘‘spotter’’ without hearing, unlawful.) It shall be unlawful for any steam railroad company, its super- intendent or manager thereof, employing any special agent, detective, or person commonly known as ‘‘spotter’’ for the purpose of investigating, obtaining and reporting to the em- ployer, its agent, superintendent or manager, information concerning its employes, to discipline or discharge any em- ploye in its service, where such act of discipline or the dis- charge is based upon a report by such special agent, detec- tive or spotter, which report involves a question of integrity, honesty or a breach of rules of the employer, unless such employer, its agent, superintendent or manager, shall, before disciplining or discharging such employe, grant to him a fair opportunity to be heard in defense or explanation of the complaint against him, at which hearing said employer shall state specific charges on which said act or discharge is based and at which said accused employe shall have the right to furnish testimony in his defense. (107 v. 603, § 1.) Section 12956-2. (Penalty.) Each and every violation of this act shall be deemed a misdemeanor, and upon conviction thereof shall be punished by a fine of not less than fifty dollars and not more than three hundred dollars, or by im- prisonment in the county jail for a period of not more than one year, or both and the imprisonment when imposed shall be imposed upon the officers or agent thereof committing such offense. (107 v. 6038, § 2.) Section 13097. (Issuing notes resembling bank notes.) Whoever, being an officer or member of a banking company, issues or has in circulation a note, draft, bill of exchange, acceptance, certificate of deposit or other evidence of debt which, from its character, form or appearance, resembles a bank note or paper currency, shall be fined or imprisoned, or both, as the court may adjudge. (R. S. See. 3821-75; April 24, 1879, 76 v. 72, §17; March 21, 1851, 49 v. 41.) This section is limited to banks organized under the free banking act. , (§§ 9676-9701.) State v. Gibbs, 7 N. P. n. s. 345; 18 L. D. 681 (1908). State banks have no power to issue circulating notes. Rep. Atty. Gen. 1912, p. 712. 2239 PENAL CODE. ~ G. CG. § 13134 Section 13132. (False statement by medical examiner of insurance company.) Whoever, being a medical examiner for a life insurance company or for an applicant for insur- ance therein, knowingly makes a false statement or report to such company or to an officer thereof, concerning the health or physical condition of an applicant for insurance, or other matter or thing affecting the granting of such insur- ance, shall be fined not more than five hundred dollars or imprisoned not more than three months. (R. S. See. 7078; 69 v. 159, § 31.) Section 13133. (Obtaining money fraudulently from in- surance company.) Whoever obtains or attempts to obtain from a life or accident insurance company, money on a policy issued by such company in this state, by falsely and fraudulently representing the insured to be dead, or pro- eures such policy to be issued to or in a fictitious or as- sumed name and falsely represents the fictitious person so insured to be dead, thereby obtaiing or attempting to obtain from such company the amount of such insurance or part thereof, or obtains insurance upon the life of an- other not applying for such insurance, or attempts to ob- tain insurance upon another’s life for his own benefit with- out the knowledge of the person to be insured, or falsely obtains or attempts to obtain money from such company upon a policy by a false and fraudulent written represen- tation or affidavit that the insured is dead or injured, or whoever obtains or attempts to obtain from a fire, motor vehicle or other insurance company, money on a policy is- sued by such company in this state, by falsely and fraudu- lently representing that any motor vehicle of any kind, eovered by such policy, has been stolen or by procuring or conspiring to permit the same to be stolen, or by fraudu- lently and wilfully damaging any automobile or motor vehicle covered by such policy or procuring the same to be done, shall be imprisoned, in the penitentiary not more than fifteen years, or, when the money so obtained or attempted to be obtained is less than thirty-five dollars, shall be fined not more than five hundred dollars or imprisoned not more than six months, or both. (109 v. 306; R. S. Sec. 7084; 85 v. 119; 64 v. 229,81; 8. & S. 273.) Section 13134. (Life insurance; official or agent issuing fraudulent policies.) Whoever, being a trustee, officer, agent or employe of a corporation, company or association, or- ganized to transact the business of life or accident or life and accident insurance on the assessment plan, knowingly insures a person, or permits him to be insured without that G. C. § 13138 OHIO PRIVATE CORPORATIONS. 2240 person’s knowledge or consent, or insures a fictitious person, a person over sixty-five or under fifteen years of age, or a sickly or infirm person, shall be fined not less than one hun- dred dollars nor more than one thousand dollars or im- prisoned not more than six months, or both. (R. S. See. 3630¢g; 82 v. 188; 80 v. 179.) Section 13135. (Physician abetting same.) Whoever, be- ing a physician or other person, knowingly aids in or abets any person in effecting insurance described in the next pre- ceding section, or in effecting insurance of his own life, shall be fined not less than one hundred dollars nor more than one thousand dollars or imprisoned not more than six months, or both. (R. S. See. 3630g; 82 v. 138; 80 v. 179.) Section 13136. (Changing life insurance policy.) Who- ever, being a life insurance company doing business in this state, or an agent thereof, makes a contract of insurance, or an agreement as to such contract, other than is plainly ex- pressed in the policy issued thereon, shall be fined not less than one hundred dollars nor more than five hundred dollars or imprisoned not more than thirty days, or both. (R. S. See. 3631-6; 90 v. 345, §3.)_ Section 13137. (Rebates and other inducements from life insurance companies.) Whoever, being a life insurance com- — pany doing business in this state, or an officer, agent, solicit- — or or representative thereof, pays, allows, gives, or offers to pay, allow or give, directly or indirectly, as an inducement — to insurance, a rebate of the premium payable on a policy, — or a special favor or advantage in the dividends or other benefits to acerue thereon, or a paid employment or contract for services of any kind or any valuable consideration or in- — ducement not specified in 'the policy of insurance, or gives, ~ sells or purchases, or offers to give, sell or purchase as an inducement for insurance, any stocks, bonds or securities of an insurance company or other corporation, association or partnership, or any dividends or profits to accrue thereon, or anything of value not specified in the policy, shall be fined — not less than one hundred dollars nor more than five hundred ~ dollars or imprisoned not more than thirty days, or both. (R. S. See. 3631-6; 90 v. 345, § 3.) Section 13138. (Soliciting membership in unauthorized © fraternal beneficiary association.) Whoever solicits member- — ship or assists.in procuring membership in a fraternal bene — ficiary association not licensed or authorized by law to do- 2241 PENAL CODE. . G.G. § 13141-1 business in this state, shall be fined not less than fifty dollars nor more than two hundred dollars. (R. S. See. 3631-23q ; 97 v. 432, § 30.) Section 13139, (Failure to comply with laws relating to same.) Whoever, being a fraternal beneficiary association, or an officer, agent or employe therevf, neglects or refuses to comply with or violates any provision of law relating to such association the penalty for which is not specified else- where, shall be fined not more than two hundred dollars. (R. S. See. 3631-23q; 97 v. 482, § 30.) Section 13140. (Fraud by official or medical examiner of fraternal beneficiary association.) Whoever, for himself. or as an officer, member or physician of a fraternal beneficiary association, as created and defined by law, wilfully makes a false or fraudulent representation in, or with reference to, an application for membership therein or for obtaining money therefrom or benefit therein, shall be fined not less than one hundred dollars nor more than five hundred dollars or im- prisoned in jail not less than thirty days nor more than one year, or both. (R. 8. See. 3631-23q; 97 v. 432, § 30.) Section 13141. (Fraud by certificate holder in such asso- ciation.) Whoever wilfully makes a false representation of a material fact or thing in a sworn statement as to the death or disability of a certificate holder in a fraternal beneficiary association, as created and defined by law, for procuring the benefit named in the certificate of such holder, or wilfully makes a false statement in a report or declaration under oath, required or authorized by the law creating such asso- ciations shall be imprisoned in the penitentiary not less than three years nor more than ten years. (R. S. Sec. 3631-23q; 97 v. 482, § 30.) Section 13141-1. (Suppressing facts. Penalty.) Who- ever being an officer, director, trustee, agent or employe of any insurance company, fraternal beneficiary association or assessment association organized under the laws of this state shall wilfully and with intent to deceive the superintendent of insurance or any person interested therein respecting the true financial condition of such company, fraternal bene- ficiary association or assessment association mutilate, destroy, or falsify any of its books, records, proofs, letters, papers, or documents, or suppress, withhold or conceal any of the same from any person authorized by law to investigate the true financial condition of such company, fraternal bene- G. C. § 13171 OHIO PRIVATE CORPORATIONS. 2242 ficiary association or assessment association shall be im- ‘prisoned in the penitentiary not more than three years nor less than one year. (April 14, 1910, 101 v. 102.) $ection 13149-1. (Penalty.) Whoever, having accepted a premium note, in payment of the purchase price of a policy of insurance, sells or assigns such note prior to the delivery and acceptance of such policy, shall. be fined not more than five hundred dollars or imprisoned not more than. six months, or both. (April 23, 1910, 101 v. 120.) Section 13151. (Selling bonds, certificates, etc., for com- panies not complying with law.) Whoever, being an officer, agent or representative of a corporation, partnership or asso- ciation, other than a building and loan company, engaged in placing or selling certificates, bonds, debentures or other in- vestment securities on the partial payment or installment plan, or of an investment guarantee company doing business on the service dividend plan, attempts to place or sell cer- tificates, debentures or other investment securities or transact business in the name or on behalf thereof, when such com- pany, partnership, association or guarantee company has failed or refuses to comply with any provision of law or to file with the supervisor of bond investment companies the statement or report required to be filed by law, shall be fined not less than one hundred dollars nor more than one thou- sand dollars or imprisoned in the county jail not less than thirty days nor more than six months, or both. (R. S. See. 3821z; 94 v. 150, §9; 93 v. 150.) See Bank v. Miller, 1 C. C. n. s. 569; 14 ©. D. 198 (1902). Section 13171. (Misrepresentation in soliciting insurance; penalty. Revocation of license.) Whoever for himself or as an officer, director, agent, solicitor or representative of any insurance company, except fire insurance companies or asso- ciations or fraternal benefit societies, doing business in this state, issues or circulates or causes or permits to be issued or circulated any estimate, illustration, circular or statement ~ of any sort misrepresenting the terms of the policies or policy issued or to be issued by such company or the benefits or advantages promised thereby or the dividends or shares or surplus to be received thereon, or uses any name or title — of any policy or class of policies misrepresenting the true ~ nature thereof, or makes, circulates or uses, or causes to be made, circulated or used, any illustration, circular or statement, whether written or oral, misrepresenting the ~ 2243 PENAL CODE. G..C. § 13172 terms of any policy issued by any such corporation, or the benefits or advantages promised thereby, or any misleading estimate of the dividends or shares of surplus to be re- ceived therefrom, or makes any misleading representation or incomplete comparison of policies or certificates of in- surance to any person insured in any such corporation for the purpose of inducing or tending to induce such person to lapse, forfeit or surrender his said\insurance, shall be guilty of a misdemeanor, and upon conviction thereof. shall be fined in any sum not less than one hundred dollars nor exceeding five hundred dollars, or imprisoned in the jail of the county for a period not exceeding thirty days, or both, at the discretion of the court, and shall pay the costs of the prosecution, and the fines which shall be levied and collected for the violation of any of the provisions of this section shall be paid to the county treasurer for the bene- fit of the common school fund; and upon any such convic- tion the superintendent of insurance shall revoke the li- cense of the person, firm, corporation or association so offending, for not more than one year. And it shall be the duty of the superintendent of insurance when he is of the opinion that any company or association writing life in- surance in Ohio, on any plan, is knowingly permitting any of its agents to violate the provisions of this section, to give such company or association reasonable notice of a hearing upon the charge of knowingly permitting said provisions to be violated, and, if he finds said company or association guilty of said offense, he shall revoke its license; provided, that the action of the superintendent of insurance in revok- ing any license under this section may be reviewed by action in the court of common pleas of Franklin county, to be begun within thirty (80) days after notice is given by the superintendent of the revocation of said license; and in said action said licensee shall be plaintiff and the superin- tendent of insurance shall be defendant, and the code of civil procedure shall govern the proceedings in said cause and the review thereof as far as possible, and said court shall have jurisdiction to determine the validity of the action of said superintendent in revoking said license and may enter such judgment as is proper. (110 v. 1138; 106 v. 235; 102 v. 511; 99 v. 176, § 3.) Section 13172. (Misrepresentations in advertisement by insurance companies.) Whoever, being an insurance com- pany, corporation or association authorized to transact busi- ness in this state, or an agent thereof, by advertisement in G. G. § 13175 OHIO PRIVATE CORPORATIONS. 2244 a newspaper, magazine or periodical or by a sign, circular, card, policy of insurance, certificate or renewal thereof, or otherwise, states or represents that funds or assets are in its possession, not actually possessed by it and available for the payment of losses and claims and held for the protection of its policy holders or creditors, or advertises a subscribed capital not actually paid up in cash, shall be fined five hun- dred dollars, and for each subsequent offense shall be fined one thousand dollars. (April 22, 1908, 99 v. 177, 178, §§ 1, 3.) ‘Section 13173. (Such advertisement not corresponding with verified statement.) Whoever, being an insurance com- pany, corporation or association authorized to transact busi- ness in this state, purporting to make known its financial standing by an advertisement, public announcement or by making or issuing a circular or eard, fails to correspond in all the particulars which it go purports to make known, with the last preceding verified statement made by it to the in- surance department of any state, shall be fined five hundred dollars, and for each subsequent offense, shall be fined one thousand dollars. (April 22, 1908, 99 y. 178, §§ 2, 3.) Section 13174. (Disbursements by domestic life insur- ance companies.) Whoever, being a domestic life insurance company making a disbursement of one hundred dollars or more, fails to have it evidenced by a voucher signed by or on behalf of the person, firm or corporation receiving the money and correctly describing the consideration thereof, or, if such expenditure be for both services and disbursements, fails to set forth in such voucher, the service rendered and an itemized statement of the disbursement made, or, if such: ex- penditure was in connection with a matter pending before a legislative or public body or a department or officer of any state or government, in addition to the foregoing, fails to correctly describe in such voucher the nature of the matter and of the interest of such company therein, shall be fined not less than ten dollars nor more than one thousand dollars. If such voucher can not be obtained such expenditures must be evidenced by an affidavit describing the character and ob- ject of the expenditure and stating the reasons for not ob- taining such voucher. (April 22, 1908, 99 v. 177, 178, §§ 1, 2.) Section 13175. (Publishing or permitting fraudulent pros- pectus, etc., relating to financial condition of corporation and individual.) Whoever knowingly makes or publishes, or permits or causes to be made or published, a book, prospec- tus, notice, report, statement, exhibit or other publication of 2245 PENAL CODE. G. C. § 13190 or concerning the affairs, financial condition or property of a corporation, joint stock association, co-partnership or in- dividual, containing a statement which is false or wilfully exaggerated and intended to deceive any person as to the real value of any shares, bonds or property or part thereof, of said corporation, joint stock association, co-partnership or individual, shall be fined not less than one hundred dollars nor more than ten thousand dollars or imprisoned in the penitentiary not less than one year nor more than five years, or both. (May 9, 1908, 99 v. 336.) Section 13188. (Signing name to order without au- thority.) Whoever, being a president, director, trustee, mem- ber of a committee, secretary, treasurer, attorney or other officer or agent of a building and loan association or savings association, as provided by law, signs the name of a person to an order or warrant for the payment of money without proper power of attorney or written order from the person to whose order such order or warrant is made payable, shall be imprisoned not less than one year nor more than ten years. (May 5, 1908, 99 v. 536, § 46.) Section 13189. (Declaring dividend greater than earned.) Whoever, being a member of a board of directors of a build- ing and loan association or savings association, as provided by law, votes to declare, or, being a financial or first secre- tary thereof, declares or advises the board of directors there- of to declare a greater dividend than has been actually earned by such association, for the purpose of deceiving the people or defrauding the members thereof, shall be impris- oned not less than one year nor more than ten years. (May 5, 1908, 99 v. 536, § 46.) Section 13190. (False entry in book, etc.) Whoever, be- ing a member of a board of directors of a building and loan association or savings association, as provided by law, cer- tifies to, or makes a false entry on a book, report or state- ment of or to such association, with intent to deceive, injure or defraud it or another company, body politic or corporate or person, or to deceive any one appointed to examine the affairs of such association, shall be imprisoned not less than one year nor more than ten years. (May 5, 1908, 99 v. 536, § 46.) A false statement by the secretary is not included in this sec- tion. The secretary, however, may be prosecuted for perjury. State v. Williams, 104 O. S. 232 (1922). G. C. § 13320 OHIO PRIVATE CORPORATIONS. 2246 _ Section 13191. (Aiding officer to violate preceding sec- tion.) Whoever, with intent to deceive, injure or defraud a building and loan association or savings association, as pro- vided by law, or other company, body politic or corporate or person, aids or abets a president, secretary, treasurer, com-_ mittee or other person in violation of any of the next four preceding sections shall be imprisoned not less than one year nor more than ten years. (May 5, 1908, 99 v. 536, § 46.) Section 13192. (Failing to make reports, etc.) Whoever, | being an officer thereof, fails to make the reports required of . him by the laws provided for the organization, regulation and inspection of building and loan associations and savings) associations, or, being an officer, employe or other person, — solicits business for, aids or assists such association to do — business contrary to the provisions of such laws, or without having complied therewith, shall be fined not more than five hundred dollars or imprisoned not more than six months, or both. (May 5, 1908, 99 v. 536, § 46.) Section 13193. (Liability on bond.) Whoever violates any provision of the next five preceding sections shall be lable to the person injured thereby to the extent of the damage in- — curred and suit may be brought against the person so violat- — ing and the sureties on the bond given by him to such asso- — ciation for the faithful performance of his duty. Fines col- — lected under the next five preceding sections shall be paid — into the state treasury. (May 5, 1908, 99 v. 536, § 46.) Section 13320. (Money for political purposes by corpora- tions.) Whoever, being a corporation engaged in business in this state, directly or indirectly, pays, uses, offers, or consents or agrees to pay or use money or property for, or in aid of a political party, committee or organization, or for or in aid of a candidate for political office, or for a nomination there- to, or uses money or property for any political purpose what- — ever, or for the re-imbursement or indemnification of any per- — son or persons for money or property so used, shall be fined ~ not less than five hundred dollars nor more than five thou- sand dollars. (February 26, 1908, 99 v. 23, 24, §§ 1, 3.) See §§ 8729, 8730. : ; A corporation may pay for the insertion of an advertisement in a ~ program of a political convention, although the program is published by @ — committee of the political party. Rep. Atty. Gen. 1908, p. 86. a This act does not prohibit a newspaper corporation from publishing 2 ~ partisan newspaper. Rep. Atty. Gen. 1908, p. 76. 2247 PENAL CODE. G. CG. § 13383-1 This section prohibits contributions for promoting or defeating a. constitutional amendment. Opins. Atty. Gen. 1919, p. 1392; 11 Dept. Rep. 173. Section 13321. (Aid or advice of such case.) Whoever, being an officer, stockholder, attorney or agent of a corpora- tion violating the next preceding section, participates in, aids or advises such violation or solicits or knowingly receives money or property in violation of such section, shall be fined not more than one thousand dollars or imprisoned not more than one year, or both. (February 26, 1908, 99 v. 24, § 3.) Section 13322. (Annual report of corporation thereon.) Whoever, being a corporation for profit, violates any pro- vision of the law requiring it to make out, have sworn to by an officer thereof who has knowledge of the facts, and file with the secretary of state, auditor of state or state superin- tendent of insurance, an affidavit respecting the use of its funds or property for political purposes, or its consent there- to, shall be fined not less than fifty dollars nor more than five hundred dollars. (February 26, 1908, 99 v. 24, § 3.) Section 13323. (Witnesses under next three preceding sections.) A person violating any of the next three preced- ing sections is a competent witness against another person so offending and may be compelled to attend and testify on a trial, hearing, proceeding or investigation thereof. The testi- mony so given shall not be used in a prosecution or proceed- ing, civil or criminal, against the person so testifying nor shall such person thereafter be liable to indictment, prosecu- tion or punishment for the offense with reference to which his testimony was so given, and he may plead or prove the giving of such testimony in bar of such indictment or prose- eution. (February 26, 1908, 99 v. 24, § 3.) Section 13383-1. (False statement affecting solvency of banks or value of stocks and bonds; penalty.) Whoever, di- rectly or indirectly, wilfully and knowingly makes or trans- mits to another, or circulates, or counsels, aids, procures or induces another to make, transmit or circulate, any false or untrue statement, rumor or suggestion derogatory to the financial condition, solvency or financial standing of any bank, savings bank, banking association, building and loan association or trust company, doing business in this state, or with intent to depress the value of the stocks, bonds or securities of any corporation, directly or indirectly, wilfully and knowingly makes or transmits to another, circulates, or counsels, aids, procures or induces another to make, transmit G. C. § 13389 OHIO PRIVATE CORPORATIONS. 2248 or circulate, any false or untrue statement, rumor or sugges- tion derogatory to the financial condition, or with respect to the earnings or management of the business of any corpora- tion, or resorts to any fraudulent means with intent to de- press in value the stocks, bonds or securities of any corpora- tion shall be fined not more than one thousand dollars or im- prisoned in the penitentiary not more than two years, or both. (May 8, 1913, 103 v. 469; May 17, 1910, 101 v. 263.) It is not an offense to circulate a true statement regarding the solvency of a bank, regardless of the intent. State v. Kollar, 93 O. S. 89. (1915). An advertisement stating in substance that all banks are not safe and that banks which carry bankers insurance are safer than those without it, is not in violation of this section. Opins. Atty. Gen. 1916, p. 1904. Section 13388. (Divulging telegraph message.) Who- ever, being connected with a telegraph or messenger com- pany, incorporated or unincorporated, operating a telegraph — line or engaged in the business of receiving and delivering q messages, wilfully divulges the contents or the nature of the — contents of a private communication entrusted to him for transmission or delivery, or wilfully refuses or neglects to transmit or deliver it, or wilfully delays its transmission or delivery, or wilfully forges the name of the intended re- ceiver to a receipt for such message or communication or article of value entrusted to him by said company, with in- tent to injure, deceive or defraud the sender or intended re- ceiver thereof or such telegraph or messenger company or to — benefit himself or any other person, shall be fined not more than five hundred dollars or imprisoned in jail not more than three months. (R. S. Sec. 3466; April 14, 1900, 94 v. 209; March 31, 1865, 62 v. 72, §10; S. & S. 156.) Section 13389. (Delaying telegraph message.) Whoever, being a telegraph operator of a railroad or telegraph com- pany, in case of an accident to a railroad train by which a passenger is delayed, fails, neglects or refuses, on tender of the usual charge at regular commercial offices, to accept a telegram for transmission from any person so delayed, or to send it forthwith to the person and point designated, with- out alteration, revision or approval, shall be fined not less | than fifty dollars nor more than five hundred dollars. If — such violation arises from obeying an order or rule of his ~ employer, such employer shall repay to him such fine and costs. (R. 8S. Sec. 3373-2; April 29, 1891, 88 v. 429, § 3.) 2249 PENAL CODE. G. C. § 13416 Section 13402. (Unlawfully interfering, etc., with tele- graph or telephonic messages.) Whoever wilfully and ma- liciously cuts, breaks, taps or makes connection with a tele- graph or telephone wire or reads or. copies in an unauthorized manner, a telegraphic message or communication from or upon a telegraph or telephone line, wire or eable, so unlaw- fully cut or tapped, or makes unauthorized use thereof, or wilfully and maliciously prevents, obstructs or delays the sending, conveyance or delivery of an authorized telegraphic message or communication by or through a line, cable or wire, under the control of a telegraph or telephone company, shall be fined not less than fifty dollars nor more than one thousand dollars or imprisoned not less than one year nor more than three years, or both. (R. S. Sec. 3467a; April 4, 1902, 95 v. 101; April 27, 1893, 90 v. 346; March 15, 1892, 89 v. 100, § 52.) : Section 13415. (Acting as agent, etc. for certain com- panies in default of taxes.) Whoever, directly or indirectly, acts as agent, or transacts any business on account of or for the benefit of an express, telegraph, telephone or insurance company, against which taxes have been assessed in any county in this state and remain unpaid for twenty days after the time provided by law for the payment thereof, shall be fined not less than one hundred dollars nor more than five hundred dollars or imprisoned in the county jail and fed on bread and water only not more than thirty days, or both. The payment of such unpaid tax by an agent or other per- son, shall not be a violation of this section. (R. S. See. 2848; S2 Wa 94209. v.91, 8: he S.& So 770.) Section 13416. (Unlawful reinsurance by life insurance company, etc.) Whoever, being an officer, director or stock- holder of a company organized under the laws of this state, to do the business of life, accident or health insurance, either on the stock, mutual, stipulated premiums, assess- ment or fraternal plan, violating or consenting to a violation of any provision of law governing or forbidding the re- insurance of the risks, or any part thereof, or the consolida- tion of such company with any other company or association, | or the assumption or re-insurance of the whole or any por- tion of the risks of another company by such company, shall be fined not less than ten thousand dollars and imprisoned in a county or city jail not less than one year. (R. S. See. 3597; April 6, 1900, 94 v. 103; April 15, 1880, 77 v. 267; April 27, 1872, 69 v. 150, §2; S. & S. 218.) G. C. § 13418-1 OHIO PRIVATE CORPORATIONS. 2250 Section 13417. (Foreign life insurance companies on the assessment plan.) Whoever, being an officer or agent of a corporation, company or association organized under the laws of any other state of the United States to transact the business of life or accident insurance, or life and accident insurance on the assessment plan, fails or neglects to comply with, or violates any provision of law relating to such cor- poration, company or association, shall be fined not less than one hundred dollars nor more than one thousand dollars or imprisonment not more than six months, or both. (R. 8: Secs. 3630e, 3630g¢; 77 v. 181; 80 v. 180; 88 v. 252; 97 v. 144; 82 v. 1388; 80 v. 179.) Section 13418. (Violations by accident insurance com- panies and officers thereof.) Whoever, being a company or- ganized under the laws of this state for the special purpose of insuring against accidental personal injury and loss of life sustained while traveling by railroad, steamboat or other mode of conveyance, against accidental personal injury and loss of life sustained by accident of every description, and against expenses and loss of time occasioned by injury or sickness, and on such terms and conditions, and for such periods of time, and confined to such countries and locali- ties, and to such persons as from time to time, may be pro- vided in the by-laws of such company, or any officer thereof violating any provision of law relating to such company, shall be fined not less than one hundred dollars nor more than one thousand dollars or imprisoned in the county jail where such officer resides, not less than thirty days nor more than one year, or both. (R. S. Sec. 36301; 84 v. 130; 91 v. 332; 97 y. 435.) Section 13418-1. (Penalties.) Any person, officer, mem- ber or examining physician of any society, authorized to do business under this act, who shall knowingly or wilfully make any false or fraudulent statement or representation in or with reference to any application for membership, or for the purpose of obtaining money from or benefit in any society transacting business under this act, shall be guilty of a mis- demeanor, and, upon conviction thereof shall. be punished by a fine of not less than one hundred dollars nor more than five hundred dollars, or imprisonment in the county jail for not less than thirty days nor more than one year, or both, in the discretion of the court; and any person who shall wil- fully make a false statement of any material fact or thing in a sworn statement as to the death or disability of a cer- 2251 PENAL CODE. G. C. § 13420 tificate holder in any such society for the purpose of procur- ing payment of a benefit named in the certificate of such holder, and any person who shall wilfully make any false statement in any verified report or declaration under oath required or authorized by. this act, shall be guilty of perjury, and shall be proceeded against and punished as provided by. the statutes of this state in relation to the crime of perjury. _ Any person who shall solicit membership for, or in any manner assist in procuring membership in any fraternal bene- fit society not licensed to do business in this state, or who shall solicit membership for, or in any manner assist in pro- curing membership in any such society not authorized as herein provided, to do business as herein defined in this state, shall be guilty of a misdemeanor, and upon conviction there- of shall be punished by a fine of not less than fifty nor more than two hundred dollars. Any society, or any officer, agent or employe thereof neglecting or refusing to comply with, or violating any of the provisions of this act, the penalty for which neglect, refusal or violation is not specified in this section, shall be fined not exceeding two hundred dollars upon conviction thereof. (May 31, 1911, 102 vy. 547, § 81.) Section 13419. (Divulging telephonic communication.) Whoever, being connected with a telephone company, incor- porated or unincorporated, operating a telephone line, or engaged in the business of transmitting to, from, through or in this state, telephone messages, in any capacity, wilfully divulges a private telephone message, or the nature of such message, or a private conversation between persons com- municating over the wires of such company, or wilfully de- lays the transmission of a telephonic message or communica- tion, with intent to injure, deceive or. defraud the sender or receiver thereof or any other person, or any such tele- phone company, or to benefit himself or any other person, shall be fined not less than one hundred, dollars nor more than one thousand dollars and imprisoned in the county jail not less than thirty days nor more than three months. (100 re E) Section 13420. (Diverting freight.) Whoever, being the agent of a railroad company, knowingly diverts or permits freight under his control to be diverted from the railroad or railroads over which it is ordered to be conveyed by the Shipper thereof, shall be fined not more than one hundred G. C. § 13607 OHIO PRIVATE CORPORATIONS. 2252 dollars or imprisoned in the county jail not more than thirty days, or both. (R. S. See. 3370; 58 v. 74, §3; 8S. & S. 117.) See § 8985. Section 13440. (Humane society may employ an at- torney.) A humane society or its agent may employ an at- torney to prosecute the following cases, under this section, who shall be paid for his services out of the county treasury in such sum as the judge of the court of common pleas or the probate judge of such county or the county commis- sioners thereof may approve :as just and reasonable: 1. Violations of law relating to the prevention of cruelty to animals or children; 2. Violations of law relating to the abandonment, non- support or ill-treatment of a child by its parent; 3. Violations of law relating to the employment of a child under fourteen years of age in public exhibitions or vocations injurious to health, life or morals or which cause or permit such child to suffer unnecessary physical or mental pain ; 4. Violations of law relating to neglect or refusal of adult to support destitute parent. (R. S. See. 3718a; 81 v. 181; 85 v. 144; 90 v. 335; 91 v. 412; 94 v. 92; 95 v. 517.) An attorney employed by a humane society can not be paid from county funds for services in a prosecution for delinquency in a juvenile court. Opins. Atty. Gen. 1915, p. 2402. An attorney employed by a humane society can not be paid out of the county treasury for services in prosecution under G. ©. § 12493 but may be paid for services under G. C. § 13440. Rep. Atty. Gen. 1914, p. 1730. A prosecuting attorney is not ex-officio legal advisor of a humane society. But he may be employed by a society. Rep. Atty. Gen. 1913, p. 1120. Section 13607. (Summons and indictments against cor- porations.) When an indictment is returned against a cor- poration, a summons, commanding the sheriff to notify the accused thereof returnable on the seventh day after its date, shall issue on the precipe of the prosecuting attorney. Such summons, with a copy of such indictment, shall be served and returned in the manner provided for service of sum-. mons upon such corporation in civil actions. If the service ean not be made in the county where the prosecution began, the sheriff may make service in any county of the state upon the president, secretary, superintendent, clerk, cashier, treas- urer, managing agent or other chief officer thereof or by a copy left at a general or branch office, or usual place of doing business of such corporation, with the person having 22538 STREET RAILWAYS. G. C. § 14779 charge thereof. Such corporation, on or before the return day of a summons duly served, may appear by one of its officers or by counsel, and answer to the indictment by mo- tion, demurrer or plea, and upon failure to make such ap- pearance and answer, the clerk shall enter a plea of ‘“‘not guilty;’’ and upon such appearance being made or plea entered, the corporation shall be deemed thenceforth con- tinuously present in court until the case is finally disposed of. (R. 8S. See. 7231; April 28, 1890, 87 v. 351; R. S. 1880.) In a criminal or quasi-criminal* proceeding, service can only be made on a corporation under this section. Reinhart & Newton Co. v. State, 26 C. C. n. s. 429 (1915); affirm- ing, 15 N. P. n. s. 92; 23 L. D. 500. Where the president of a corporation is arrested on complaint against the corporation for violation of a penal statute, a motion to quash filed by the corporation, on grounds other than lack of jurisdiction of the person, is a voluntary appearance by the corporation. Reinhart & Newton Co. v. State, 26 C. C. n. s. 429 (1915); affirm- ing, 15 N. P. n. s. 92; 23 L. D. 500. An indictment against a corporation need not aver that it is a cor- poration. If such were the requirement, however, the name, The ........ Company, would sufficiently import that it is a corporation. State v. Dry Fork Ry. Co., 50 W. Va. 235; 40 S. E. Rep. 447 (1901). See Brady v. Supply Co., 64 O. S. 267 (1901). Murphy v. State, 36 O. S. 628 (1881). Burke v. State, 34 O S. 79 (1877). Hamilton v. State, 34 O. S. 82 (1877). APPENDIX Street BRailways. : percentage of gross re- ceipts in lieu of car § 14770. Municipalities may agree license fees. ; with street railway com- § 14771. No subsequent change in pany for payment of five years. [Section 14770.] [Municipalities may agree with street railway company for payment of percentage of gross re- ceipts in lieu of car license fees.] That it shall be competent for the board of public service, in any city of the first grade of the first class, and for the council or other legislative body of any other municipal corporation, by and with the consent of the mayor, to agree with any street railway company or companies operating any street railway route or routes In such city or other municipal corporation for the payment of a percentage or additional percentage not less than one per cent. upon its gross receipts in lieu of car license fees that may have been exacted under existing grants, and upon such changes in and extensions of existing street railway route or routes, and any changes in or revision of any prevailing or existing system of transfers between such routes as such G..C. § 14770 OHIO PRIVATE CORPORATIONS. 2254 | board of public service or council, or other legislative body, — may deem to be to the benefit, convenience’ or advantage of the public; q [No increase in rate of fare.] ids that nothing ; herein contained shall be construed to authorize any increase — in the rate of fare by reason of any such changes, revisions . or extensions ; [When not necessary to secure consents to changes or ex- tensions of existing routes.] and provided, further, that ~ when any such changes in or extensions of existing ‘routes 4 are made so as to run in whole or in part over and along — existing tracks already belonging to such company or com- panies, it shall not be necessary to secure and file the con- sents to such changes or extensions of the owners of the — property abutting on the streets on which such existing tracks are located. Provided, further, that nothing herein contained shall be construed to authorize the extension of the track or route of one street railway company over those of any other street railway company, otherwise than in the manner already! provided by law, excepting by agreement of © both such companies. [No extension in length of franchise.] Provided, that — nothing herein contained shall authorize the extension of — existing street railway routes or any portion thereof over — and along existing tracks or portions thereof for a longer — period than the terms for which the original franchises for — such roads or, routes existing at the time of the passage of ~ this act, were granted. [Notice of pendency of ordinance to extend or change | route.] Provided, further, that no resolution or ordinance, — providing for such extension. or change of route or routes, — or changes or revision of systems of transfers, shall be passed — until public notice of the pendency . of such resolution or — ordinance shall have been given in one or more of the daily © newspapers. published in said. municipal corporation, if there be such, and, if not, then in one or more newspapers of — general circulation in said municipal corporation, for the period of at least three consecutive weeks; [When consent to change, etc., necessary.] and oni 4 vided, further, that no change or extension of any existing ~ route shall be granted over any street or streets now unoe: — eupied by street railway tracks, unless the consent of a majority of the owners of property abutting on such street — or streets shall have been first obtained as now by law re- — quired. (May 10, 1902, 95 v.'502, §1; Bates St: § 1586-189.) ~ 2255 STREET RAILWAYS. | G. C. § 14771 [Section 14771.] No subsequent change in five years.— Whenever any street railway route or routes shall have been changed under agreement as provided in the pre- ceding section of this act no Subsequent change of said route or routes shall be made within a period of five years thereafter. (May 10, 1902, 95 v. 503, §2; Bates St. § 1536- 190.) Publication of notice. Not required when. The requirement of these sections as to the publication of notice does not apply to an ordinance under G. C. Sec. 8777. Belle v. Glenville, 5 C. C. n. s. 461; 17.0. D. 181; aff'd, no rep., 73 O. S.. 392, 397; 75.0. S. 574. | Consents of abutting owners are necessary, when existing tracks unlawfully occupy street. Consents of abutting owners are necessary to a valid extension under the two foregoing sections, where the existing tracks occupy the street unlawfully under an expired franchise. Isom v. Low Fare Ry. Co., 10 C. C. n. s. 89; 19 C.D. 583; aff’d, no repa i40O.-8.°638. See §§ 9106 and 3770 as amended, 99-v. 102. OHIO PRIVATE CORPORATIONS. 2256 PART XXVIII. FEDERAL LAWS AFFECTING CORPORATIONS. r Page Page Capital \ stock tart. «ccc .o see 2256 Excerpts'from Clayton Act— Income tax returns to be pub- Acquisition of stock in JIG! NOCOTAS Mey she aioe che oe 57 other corporations (§ 7)...2259 Conditional and other exemp- Interlocking directors (§ 8).2260 tions of corporations Purchases of supplies by from . incomé® taxi... 2iaeen 2257 common carriers (§10)...2262 FEDERAL CAPITAL STOCK TAX, (From Revenue Act of 1921, approved November 23, 1921.) Src. 1000. (a) That on and after July 1, 1922, in lieu of the tax imposed by section 1000 of the Revenue Act of 1918— (1) Every domestic corporation shall pay annually a spe- cial excise tax with respect to carrying on or doing business, equivalent to $1 for each $1,000 of so much of the fair aver- age value of its capital stock for the preceding year ending June 30 as is in excess of $5,000. In estimating the value of capital stock the surplus and undivided profits shall be in- cluded ; (2) Every foreign corporation shall pay annually a spe- cial excise tax with respect to carrying on or doing business in the United States, equivalent to $1 for each $1,000 of the average amount of capital employed in the transaction of its business in the United States during the preceding year end- ing June 30. | (b) The taxes imposed by this section shall not apply in any year to any corporation which was not engaged in busi- ness (or, in the case of a foreign corporation, not engaged in business in the United States) during the preceding year ending June 30, nor to any corporation enumerated in sec- tion 231, nor to any insurance company subject to the tax imposed by section 243 or 246. (c) Section 257 shall apply to all returns filed with the Commissioner for purposes of the tax imposed by this section. a ‘ “e 2257 FEDERAL LAWS. INCOME TAX. INCOME TAX RETURNS TO BE PUBLIC RECORDS. Sec. 257. That returns upon which the tax has been de- termined by the Commissioner shall constitute public records; but they shall be open to inspection only upon order of the President and under rules and regulations prescribed by the Secretary and approved by the President: Provided, That the proper officers of any State imposing an income tax may, upon the request of the governor thereof, have access to the returns of any corporation, or to an abstract thereof show- ing the name and income of the corporation, at such times and in such manner as the Secretary may prescribe: Pro- vided further, That all bona fide stockholders of record owning 1 per centum or more of the outstanding stock of any corporation shall, upon making request of the Commis- sioner, be allowed to examine the annual income returns of such corporation and of its subsidiaries. Any stockholder who pursuant to the provisions of this section is allowed to examine the return of any corporation, and who makes known in any manner whatever not provided by law the amount or source of income, profits, losses, expenditures, or any particular thereof, set forth or disclosed in any such return, shall be guilty of a misdemeanor and be punished by a fine not exceeding $1,000, or by imprisonment not exceeding one year, or both. _ The Commissioner shall as soon as practicable in each year cause to be prepared and made available to public in- spection in such manner as he may determine, in the office of the collector in each internal-revenue district and in such other places as he may determine, lists containing the names and the post-office addresses of all individuals making in- come-tax returns in such district. . CONDITIONAL AND OTHER EXEMPTIONS OF CORPORATIONS. Sno. 231. That the following organizations shall be ex- empt from taxation under this title— iy # (1) Labor, agricultural, or horticultural organizations ; (2) Mutual savings banks not having a capital stock rep- resented by shares; yeti (3) Fraternal beneficiary societies, orders, or associations, (a) operating under the lodge system or for the exclusive benefit of the members of a fraternity itself operating under : | ; OHIO PRIVATE CORPORATIONS. 2258 9 the lodge system; and (b) providing for the payment of life, — sick, accident, or other benefits to the members of such so- _ ciety, order, or association or their dependents: (4) Domestic building and loan associations substantially — all the business of which is confined to making loans to mem- bers; and cooperative banks without capital stock organized — and operated for mutual purposes and without profit; (5) Cemetery companies owned and operated exclusively — for. the benefit of their members or. which are not operated | for profit; and any corporation chartered solely for burial — purposes as a cemetery corporation and not permitted by its ; charter to engage in any business not necessarily incident to — that purpose, no part of the net earnings of which inures to the benefit of any private stockholder or individual; (6) Corporations, and any community chest, fund, or — foundation, organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any — private stockholder or individual; (7) Business leagues, chambers of commerce, or boards of trade, not organized for profit and no part of the net earn-— ings of which inures to the benefit of any private stockholder — or individual ; ‘ (8) Civic leagues or organizations not organized for profit but operated exclusively for the promotion of social welfare; (9) Clubs organized and operated exclusively for pleasure, — recreation, and other nonprofitable purposes, no part of the net earnings of which inures to the benefit of any private stockholder or member; (10) Farmers’ or other mutual hail, cyclone, or fire insur- — ance companies, mutual ditch or irrigation companies, mu- tual or cooperative telephone companies, or like organiza- — tions of a purely local character, the income of which con- sists solely of assessments, dues, and fees collected from ~ members for the sole purpose of meeting expenses; | (11) Farmers’, fruit growers’, or like associations, organ- . ized and operated as sales agents for the purpose of market- — ing the products of members and turning back to them the — proceeds of sales, less the necessary selling expenses, on the — basis of the quantity of produce furnished by them; or or- ganized and operated as purchasing agents for the purpose — of purchasing supplies and equipment for the use’ of mem- bers and turning over such supplies and equipment to such members at actual cost, plus necessary expenses; ‘ (12) Corporations organized for the exclusive purpose of — ’ 2259 FEDERAL LAWS: CLAYTON ACT. holding title to property, collecting income therefrom, and turning over the entire amount thereof, less expenses, to an organization which itself is exempt from the tax imposed by this title; (13) Federal land banks and national farm-loan associa- tions as provided in section 26 of the Act approved July 17, 1916, entitled ‘‘An Act to provide capital for agricultural development, to create standard forms of investment based upon farm mortgage, to equalize rates of interest upon farm loans, to furnish a market for United States bonds, to create Government depositaries and financial agents for the United States, and for other purposes’’; (14) Personal service corporation. This subdivision shall not be in effect after December 31, 1921. EXCERPTS FROM THE CLAYTON ACT. 38 U. S. Stats. 730. Approved October 15, 1914. Src. 7. That no corporation engaged in commerce shall acquire, directly or indirectly, the whole or any part of the stock or other share capital of another corporation engaged also in commerce where the effect of such acquisition may be to substantially lessen competition between the corporation whose stock is so acquired and the corporation making the acquisition, or to restrain such commerce in any section or community, or tend to create a monopoly of any line of commerce. No corporation shall acquire, directly or indirectly, the whole or any part of the stock or other share capital of two or more corporations engaged in commerce where the effect of such acquisition, or the use of such stock by the voting or granting of proxies or otherwise, may be to substantially lessen competition between such corporations, or any of them, whose stock or other share capital is so acquired, or to restrain such commerce in any section or community, or tend to create a monopoly of any line of commerce. This section shall not apply to corporations purchasing such stock solely for investment and not using the same by voting or otherwise to bring about, or in attempting to bring about, the substantial lessening of competition. Nor shall anything contained in this section prevent a corporation en- gaged in commerce from causing the formation of subsidiary OHIO PRIVATE CORPORATIONS. 2260 corporations for the actual carrying on of their immediate lawful business, or the natural and legitimate branches or extensions thereof, or from owning and holding all or a part of the stock of such subsidiary corporations, when the effect of such formation is not to substantially lessen competition. Nor shall anything herein contained be construed to pro- hibit any common earrier subject to the laws to regulate commerce from aiding in the construction of branches or short lines so located as to become feeders to the main line of the company so aiding in such construction or from ac- quiring or owning all or any part of the stock of such branch — lines, nor to prevent any such common earrier from acquir-— ing and owning all or any part of the stock of a branch or short line constructed by an independent company where there is no substantial competition between the company — owning the branch line so constructed and the company own- ing the main line acquiring the property or an interest therein, nor to prevent such common earrier from extending any of its lines through the medium of the acquisition of stock or otherwise of any other such common carrier where there is no substantial competition between the company ex- tending its lines and the company whose stock, property, or an interest therein is so acquired. Nothing contained in this section shall be held to affect or impair any right heretofore legally acquired: Provided, That nothing in this section shall be held or construed to authorize or make lawful anything heretofore prohibited or made illegal by the antitrust laws, nor to exempt any person from the penal provisions thereof or the civil remedies there- in provided. F Src. 8. That from and after two years from the date of the approval of this Act no person shall at the same time be a director or other officer or employee of more than one bank, banking association or trust company, organized or operating under the laws of the United States, either of which has de- posits, capital, surplus, and undivided profits aggregating more than $5,000,000; and no private banker or person who is a director in any bank or trust company, organized and operating under the laws of a State, having deposits, capital, surplus, and undivided profits aggregating more than $5,000,- 000, shall be eligible to be a director in any bank or banking association organized or operating under the laws of the United States. The eligibility of a director, officer, or em ployee under the foregoing provisions shall be determined by the average amount of deposits, capital, surplus, and ul divided profits as shown in the official statements of such 2261 FEDERAI, LAWS. CLAYTON ACT. bank, banking association, or trust company filed as provided by law during the fiscal year next preceding the date set for the annual election of directors, and when a director, officer, or employee has been elected or selected in accordance with the provisions of this Act it shall be lawful for him to con- tinue as such for one year thereafter under said election or employment. No bank, banking association or trust company, organized or operating under the laws of the United States, in any city or incorporated town or village of more than two hun- dred thousand inhabitants, as shown by the last preceding decennial census of the United States, shall have as a direc- tor or other officer or employee any private banker or any director or other officer or employee of any other bank, banking association or trust company located in the same place: Provided, That nothing in this section shall apply to mutual savings banks not having a capital stock represented by shares: Provided further, That a director or other officer or employee of such bank, banking association, or trust company may be a director or other officer or employee of not more than one other bank or trust company organized under the laws of the United States or any State where the entire capital stock of one is owned by stockholders in the other: And provided further, That nothing contained in this section shall forbid a director of class A of a Federal reserve bank, as defined in the Federal Reserve Act, from being an officer or director or both an officer and director in one member bank: And provided further, That nothing in this Act shall prohibit any private banker or any officer, director, or employee of any member bank or class A diree- tor of a Federal reserve bank, who shall first procure the consent of the Federal Reserve Board, which board is hereby authorized, at its discretion, to grant, withhold, or revoke such consent, from being an officer, director, or employee of not more than itwo other banks, banking associations, or trust companies, whether organized under the laws of the United States or any State, if such other bank, banking association, or trust company is not in substantial competition with such banker or member bank. (As amended by Acts of May 15, 1916 and May 26, 1920.) The consent of the Federal Reserve Board may be pro- cured before the person applying therefor has been elected as a class A director of a Federal reserve bank or as a di- rector of any member bank. (As amended by Act of May 15, 1916.) That from and after two years from the date of the ap- OHIO PRIVATE CORPORATIONS. -. * 2362 proval ofthis Act no person at the same time shall be a di- . rector in any two or more corporations, any one of which ~ has capital, surplus, and undivided profits aggregating more — than $1,000,000, engaged in whole or in part in commerce, ; other than banks, banking associations, trust companies, and common earriers subject to the Act to regulate commerce, — approved February fourth, eighteen hundred and elghty- | seven, if such corporations are or shall have been theretofore, — by virtue of their business and location of operation, .com- petitors, so that the elimination of competition by agreement between them would constitute a violation of any of the — provisions of any of the antitrust laws. The eligibility of a director under the foregoing provisions shall be determined by the aggregate amount of the capital, surplus, and undi- vided profits, exclusive of dividends declared but not paid to stockholders, at the end of the fiscal year of said corporation — next preceding the election of directors, and when a diree- tor has been elected in accordance with the provisions of this Act it shall be lawful for him to continue as such for one — year thereafter. When any person elected or chosen as a director or offi- cer or selected as an employee of any bank or other corpora- tion subject to the provisions of this Act is eligible at the- time of his election or selection to act for such bank or other’ corporation in such capacity, his eligibility to act in such eapacity shall not be affected and he shall not become or be deemed amenable to any of the provisions hereof by — reason of any change in the affairs of such bank or other corporation from whatsoever cause, whether specifically ex-_ cepted by any of the provisions hereof or not, until the ex- piration of one year from the date of his election or em-— ployment. Src. 10. That after two years from the approval of this — Act no common carrier engaged in commerce shall have any dealings in securities, supplies or other articles of commerce, or shall make or have any contracts for construction or main-— tenance of any kind, to the amount of more than $50,000, in © the aggregate, in any one year, with another corporation, - firm, partnership, or association when the said common ¢ar- rier shall have upon its board of directors or as its president, manager or as its purchasing or selling officer, or agent in- the particular transaction, any person who is at the same time a director, manager, or purchasing or selling officer of,” or who has any substantial interest in, such other corpora-— tion, firm, partnership or association unless and except such purchases shall be made from, or such dealings shall be with, 2263 FEDERAL LAWS. CLAYTON ACT. the bidder whose bid is the most favorable to such common carrier, to be ascertained by competitive bidding under regu- lations to be prescribed by rule or otherwise by the Inter- state Commerce Commission. No bid shall be received unless the name and address of the bidder or the names and ad- dresses of the officers, directors, and general managers thereof, if the bidder be a corporation, or of the members, if it be a partnership or firm, be given with the bid. Any person who shall, directly or indirectly, do or attempt to do anything to prevent anyone from bidding or shall do any act to prevent free and fair competition among the bid- ders or those desiring to bid shall be punished as prescribed in this section in the ease of an officer or director. Every such common earrier having any such transactions or making any such purchases shall within thirty days after making the same file with the Interstate Commerce Commis- sion a full and detailed statement of the transaction showing the manner of the competitive bidding, who were the bidders, and the names and addresses of the directors and officers of the corporations and the members of the firm or partnership bidding; and whenever the said commission shall, after in- vestigation or hearing, have reason to believe that the law has been violated in and about the said purchases or trans- actions it shall transmit all papers and documents and its own views or findings regarding the transaction to the At- torney General. If any common earrier shall violate this section, it shall be fined not exceeding $25,000; and every such director, agent, manager or officer thereof who shall have knowingly voted for or directed the act constituting such violation or who shall have aided or abetted in such violation shall be deemed guilty of a misdemeanor and shall be fined not ex- ceeding $5,000, or confined in jail not exceeding one year, or both, in the discretion of the court. The effective date of sec. 10 was extended by Congress from time to time, the last extension being in the Transportation Act of 1920, in which the effective date was fixed at January 1, 1921, except as to corporations organized on or after January 12, 1918, for which the effective date was fixed at January 8, 1918. we 4 a.) OU ¥ Bh mt eae Ke J ' . = 1 ’ P 3 ‘ : . ‘e J i x > # e aah A ¥, TOR HOTTAUD= (QE AMeae i ; 4 ~ : ¢ an ’ ‘ J ha ns BP ah canoe oduons ot eichicl sacdyro BBidh at “Frars iy WH blond gvTa! rodyiroy ad bercttes Pos a ne: of Aaieraa: ei) tpn i Pay Per werd, ‘hy ey Lea “eal helio ves si oF Sera f u ines eer : a: ite i ; ay sop ‘s , : a ; f BBS DSN ESSE OC tee bebo Y YORE INGOTS STS th PO BFE” ease 3 SOBo Di SO TSUE sf AE CTED beer Os Teese thie OAR wie St é j Ay DR 2 ROD OAL i CleTanite Sonls 14 SHRP) - i ae M a Tei r ra ‘ve ’ vy seh i Pl « 7 Ye 5 « * eet i SORE TO JOA TO qi6s baa CP DRE owiehe Teds - Lyng Phevhitenr 4 pany livinvesites 7 Peruyinten isl ¢ ty mS : iii Li) 1iiey (WW? 8B. oe ‘ t { + - 4 < ‘ : i) 46 vite tay tists ait HOeTIN aA ; ‘ ; ae ey hid a : int ) — Hit -abie i i i : \ ) ite roy ’ - | al iii Abas on sty tel ; i - + ryt f >") te TE | r tn > sth tis ee | ss et 2 | Of te ’ [ M4 f cS 4 ee hE RY ratial Md Tteite Tek ab ar i 'skeont 16-2 \. e =! A. trp» tr} TES thy eilerp ¢ : fie ty VIO PHF adie ; 2 BAlty am P z ' 5 ¥ eng 7 i f , 1h “LSCTis CAO GS ILA Ae Vb . 5 . ; , ; j : a Pale aa & ee re > : ya? P i ‘ . ‘ ty 7 of a ; HOA. ; 1) DOW (Lane Ae nog foue ViEk seine ete : 4 . ' i r ’ F z s > J \ ty Duy Wie o 9Gt6e. ott ania gen = } ' -« , “ " d $ . \. , ‘ > L 7. { f > | - ie ; iisagetert off Y TH5o 9 BTA Dolis tot hice Tet nh yayee - , . r F wal j ; fo WL VLILISU TOO STL TO Taigem tt 4G - , q ; ‘ ’ i] ri (3 ‘ i i iy} tii ' H ~ ' t A @ - yit‘tt fig " i }- 9FLF ‘Dt ‘ P ; if ! 1B (Ke iF 7on pes 5) Bits oy mi 4 1 : FR Sy } ’ * i : 7 it f ait f ff ct ye mi Pm Py ~ ‘ : \ & : : | Tift rite : Hh -otineit hae t L 15 FO iy voi SS ; ea ' ' j nae vf P rT { 1 ae ; f a{ ba , i ; , : Vi I i* : i 3 . . * t bey t j ; P r ‘ 1 r) . : aj ‘ ‘ 7) s : A ty! tT ° : ey WIC; wr beet 4 ‘ Li. Lae i 8) ’ Tite =) ft2 Oey , : . : } } HOTT OM tf sa an ifed 4g J , ‘ r \ 4 ' f : : : - ' ABANDONMENT— PAGE Of subscription to stock..........-+ sees reece 971 Of enterprise, as a defense to subscribers...... 1097 Of office by director........... oe on Te ee 992 Of Vines Of pPailWay. ns). pips. ey - Te eigre eae 0 « Tight, Of WAY . wie. Pe Pe ee ee ee Fale wees 1203 Sider tAken: wears mcr sieys eat Coe Gu ORE 1196 where donations have been made......... 1255 land acquired by appropriation........... 1203 Cand Mai sam svat ond « Letzte oieye en cin e210 oT 1553 ABSTRACT COMPANY (see Title Guarantee and Trust Companies )— Form of articles of incorporation (2 forms)122, 151 ABUTTING OWNERS (see Streets and Highways) — Electric light companies, rights as against 1526, 1546 Interurban railroads, consent tO......-.++++-- Railroads, on, right to private crossingS......--+++++++> fires, right of action for........-+---++-- duty to provide fence......--++++essereee damages on abolition of grade crossings... in streets, rights Of. ......6-s es cne cies oes Street railways, consents for......-+-+++++++> 1219 Telegraph and telephone. companies, rights as to Turnpike companies, rights as t0.. ..--+++++++ a dita ahditeca se) ees € 6s Sr ape se @ Prete > omy * ACADEMIES (see also Colleges and Institutions of Learning ) — Military board of visitors Fine arts, of, ACCEPTANCE— Of conditional subscriptions......--.-+++1+0++ Of articles of incorporation, see Articles of Incorporation. By bank, of Thomas Banking Act.....-+-+-+-+++> Of terms of bill of lading, by consignor......-- General corporation law, of, by corporations... 2265 SECTION 8630n 8674 n 8647 n 8747 8759 n 8747 n 8806 n 8759 n 9208 n 9170n, 9193 n 9118 8858 to 8860 8968 to 8974 8913 to 8920 8885, 8886 8765 n 3770, 9105 to 9107 9170 n 9238 n, 9229 n 9960 9961, 9962 9972 to 9977 8630 n 9742 8993-9 8732 2266 INDEX. PAGE ACCIDENT INSURANCE COMPANIES (see Insur- ance and Insurance Companies other than Life) — Articles of incorporation, forms of........ 133-137 Foreign assessment, companies................ Mutual peotective. ces cue 75 seties Soe on Stock tor mht cxc's vis ates Ae saree hace eat ena ACCOMMODATION PAPER, Corporation can not OBOE gchar ve 5 in. dala Sig ee eee is wae tee ie 957 ACCORD AND SATISFACTION— Compromise of subscriptions.................. 968 ACCOUNTING— : Suits against officers for, when brought by BLOCEBOGIONS ® (n° cous eu waar dures eee 1028 Tabiliby “OT ~OIbCeTS ST, . a's facges'> setned Smee mite caw 1034 ACKNOWLEDGMENT— Articles of incorporation, Of. «s,s. .<8 43 waded 927 of bank. ..... . hse - oadiguwnys)- elas D- oog)} «¥ Officers authorized to take... ..... . ---{(anineans 927 Corporate deeds and instruments, of, au- thority of officers to make............ 953 Forms of, by corporations i. captors 307,384, 3385 ACQUIESCENCE— Authority of officers or agent by... .ss00....005 1019 Of stockholders, as a defense to stockholders , BUTE ens Pelte eatin he tae; hb (aierat ogc) MALATE 1031 ACTIONS (see also, Suits; Statute of Limitations ; Tax Commission; Public Utilities Commission ; Service; Summons) — Against federal corporations in state courts.... 948 By stockholder on behalf of corporation........ 1027 By stockholder, in federal court, to enjoin payment: of “iHlegal:taxs sc cce ee gees 942 Between corporation and stockholders......... 946 By corporation purchaser of assets of a part- nership or other corporation......... 951 By foreign corporation, not maintained without cartificate) 0.6% wie cne eamoens pleading compliance and noncompliance. ... 416 By superintendent of banks, how brought.... Commenced, deemed, when......0. 000.000 cee eee when receiver appointed for corporation... saving in_case of reversal:...........%e.% Directors, against: s.0rsis genes ees PROTA 1028 Liability, to enforce, Of: INCOPPOTAtOrs:vajo moses wissen beeleee 984 double, of stockholders... 224+. IT 29s, 2 of subscribers: to: stoék i 0. OU, eR, it j SECTION — 9435 to 9441, 9452 to 9456 9427, 9445 — to 9451 9510 to 9517, 9542, 9543 8627 n Y 8630 n ; 8660n — 8660 n © 8626 710-41 8626 n 8627 n 8660 n 8660.n 8627 n 8660 n- 8627 n | 8627 n 8627 n 178, 187, 5508 — 187 07 710-14 © 11238 11232, 112339 11238 8660 n. 8690 — 8634 2 8690 to 8697 8674 ‘ACTIONS—Continued. PAGE Pleading MURR TGIAOEL TOE Sal oy ore ae. Mox, wi recat ieee enemas COT POTE LE CAPACIOY 2. aoe sky ei ten abes 963 Power of corporation to bring and defend......... rey ier 2s NE eR PRT. aS ae 1018 EMMOTT EUG | cory tek Rieieisssc'cra%e sn ous 1047 Railroad company, against before justice of the peace:............... NSE IRE NGS So gC Ry See ae ses ote PIOCGES HEI BELVICE so eens Ad oe \ Stockholders represented by corporation ca OTR, tat RRS, PEN a epee 935, 1133 Subscriptions, LO Camect cep cw ssaees eee cet Venue of , BOMUSUCOLPOLAUIOUS tet Regt cs cas tiate ee = against foreign corporations ..... caper gcutaghs against foreign insurance company........ against railroad, street or interurban OL WAV OUR: re tere a apsteccere sree cnetsets against turnpike company ............... against company organized under spe- Ciae PP ORIOGt. wo an = Nearest sic aes an oid by superintendent of banks............... change of, where corporation a party...... ADJOURNED MEETING, notice of......... 994, 1012 ADMINISTRATOR— Bank cashier, right to be appointed, of estate OF Geuror Of bank... 5,5 22% - so sys .s oe 1050 Presentation of claim to, before suit on BID SCI OLONS cee nik sete eye ietejssse- ssn bis oa eel Benes 1020 8660 n Liability of ccrporation for acts of............ 947 8627 n wilful .asidy malicious. actsiss:...'s.5 5s sesh 947 8627 n Liability of, on unauthorized subscription DO pOLOC 15 1 wie ce, tine Rite Te ia we 1091 8674n Resident, foreign corporation may maintain without obtaining certificate, when.... 424 194 n- Stockholder may inspect corporate books by...1061 8673 n Unauthorized, payment of subscription to...... 1099 8674n Form of appointment of, by foreign corpora- 160 RRS ene ri eee iva tS 2 231 AGREEMENT (see Contract; Subscriptions; Direc- tors) — AGRICULTURAL ASSOCIATIONS (see Co-opera- tive Agricultural Associations )— AGRICULTURAL COLLEGE (see Colleges and Insti- tutions of Learning)— AGRICULTURAL SOCIETIES (see Farm Laborers’ SOcteties') ei rec wa Wane ea ce en ee 9880 to 9921 County and. “district. a. nies visas toc cnet terete 9880 to 9910 TOWDSRID® 25 5g cod cree ac eee re 9911 to 9915 WaTMers: INStiblte, ose peee tte an eee 9916 to 9921 Aid by county commissioners ; SONAL ok 1-15 sae, eet ua marten y aie ieee 9880 INDEX. AGRICULTURAL SOCIETIES—Continued. Aid by county commissioners—Continued. tax for, when grounds owned or leased..... withheld for improper or inefficient con- A eal, us hic ini Ow tin ig Se ata in puréhase of ‘site ‘for fairs... ..7...:.\. 2. in purchase or improvement of grounds LR so Ue RR ap a oe POR submission to. electors................ payment of tax to treasurer of society. in purchase of new site, when old site is insufficient sale or lease. of. old site......%lsuiiwe.. purchase of new... 202... 2 Veet. 24h. proceeds of old, to be applied......... bonds, issue and payment of.......... HOADAY GEUES Of SOCTCLY. «0... cecs-ese.ccenereces evocneh petition and resolution of com- PEPPELOMOTS pic otic a a c's adie dad tate wicce @ bax ior. ,..'s.. A teutleeiawinas ophitsiahe Iiquidation. (of. debts... .. 22... 220..20. Articles of incorporation, form................ Appropriation of. property by... ....-eeeccceece Cor paenbions, are ooo losi Se ee hac ed SWI Dae Directors WOMOOr ANE LOE 6 oo 5's oslo. RMD. BORE OM rn RT oi sitinlen ea IO pe WEORMCIES io ene es 7 os QUE OU, gla TORT ee oe Die coos ns 05 ioiaiil «ote SST a AML Dissolution, real estate vests in county on...... Fair when need not. be heldiicisis. 90. soi e9%ih.. Ceasimy to pive, effect. . 62.1256 e eee eee constables to police appointment of special............... Oe eee etn cikie sin «nthe 1 Bay Mens ts intoxicating liquor illegal sale of, at or near, prohibited. . seizure and. disposition.........lc.i%. ayers “Institutes, Wouthiag. Ws Jaamsucw ied ows corporations, when are..........ssseeee05 OFSAIAAGION, .: BeeaLeitt 21d. Luuis. wb sib. gah < limit in number of, in one county......... Sunual Meetings pie), xin eid at) Sesaree « expenses paid from county treasury........... 0 oie 2) Sere GO fie OOOO CETUINICA LOS) OF fics 3.45 oo > = of HNO «Litas ACCOUNUS: vescrceenen rh We ape oldlel olaluciniate MMP PUDHSAtION | och... 5 Sh 5 GAA sen MCT AC aut AE a eke S6 uO ORAL publication and distribution of lectures PE DAD CLG gia on. ois dis m Wes a0 ¥ ve De in male articles of incorporation, form............ BMeMrAnee OW DULCINGR. «oc s ee ae hese eos ee ae Independent societies Organization and public aid............. PAGE 2269 SECTION 9894 9884-4 9887 9895 9896 9897 9900 9900, 9901 9902 © 9902 to 9905 9888 to 9892 9888 9888, 9889 9890 9891 9892 9909, 9910 9885 9884-2 9884-2 9884-2 9884-3 9898 9883 9898 n 9912 9913 to 9915 9914 9914, 9915 9916 to 9921 9916 9916 9917 9917 9918 9918 9919, 9918 9918 9921 9920 9921 9899 9880-1 2270 INDEX. ; AGRICULTURAL SOCIETIES—Continued. PAGE SECTION Members ; who may “bes... b4alialy io bop wadebonien, | 9884-1 annual’ fees cvs deed we. caunaaeei 6 9884-1 | LSS OLDS ihe BOG Ak FARIS Oia, oy 9884-1 Officers | election and. termiauery.ta inseam. 1 9884-3 qualifeationgs, (Oyo ole a ca eae a cn 9884-3 Organization: of 5.2.5)... aeeeeels, Oo in 9880 | Permits, restriction on issue of.............. 9884-4 ' Powers ©........... ai. 9tla. bla ase lia. wee Yc 9885, 9881 to 9883 2 to mortgage. grounds. .... aie. bia la were! 9885 to appropriate property..........000.04.. 9909 . Premiums, to be: offered. .!silwiteed. od .diulo. her 9881 persons competing for, duties of........... 9882 | GPE) (iso xeats Bargesdindvabrbebesiel. cd AVORTAR AO, 9881 to 9883 awards, publication of list of............ 9884 Real estate ; . vests in county, when...... 000.6. b. a. oh, 9898 monigagd : ofliat . yiieule. ok euevarihRbae. 9885, 9908 consent of county commissioners...... 9908, 9885 saleror lease off . sinh ~ vies » ae sp 8719 GUAMIPO™ OF HOCHEIDAL cen ce se alo cn ees cee « 8719 Within Mmumiciphlity sci isi iese coos tl. 923 8625 n capital stock, not to ‘be increased or diminished Ys iat palette hed eg es 8719 ' eapital stock; change of common into preferred S00 onal Gas ier ioe Sains Maer 1160 8719 n capital stock, corporation not for profit may not eliminate, when............. 1160 8719 n corporate purpose, changes'in../.......... 8719 no-par stock corporation, of............. 8724-4 of real estate company...........-+.+-: Be LOU 8648 n stockholders’ meeting for te ete sence vince + 6% 2 cus as 8720 WV Gime sree tees Ne cross sis ele ayerensie 80s 8723 vote of three- fifths of stock fi raicdd aan ees 8720 GORE OALe GE ge recs sens wa sa net wers vale ys 8721 publication of notice of; waiver........-.-- 8722, 8723 building and Joan associations, i aay retin sts 9666 Deke SOL Met encte Stee cee ene wn) s en 9b Sea woos eupiiel esas ; manufacturing company, Of .....--++eeeee » 10136 mining company, Of........+.seeeseernee 10142 Rormee AO tee ee 201-204 Charter, of, as a defense to subscriber........- 1097 8674n Corporation laws are subject to.....---+++++-: 400. Const. A. 13, § 2 TRECWIAGIONS. ME MS Sr Poe ne ser l eget ok tes 8703 TROLS UG 5. a MO Eni, HORS Ox aC IEC IRONS Olen ORES Te 275 AMOUNT— ; Of preferred stock, limited..........--.++ +0055 8667 Of dividends on preferred stock, limited....... BOGS Payable on subscriptions...........--++e+ es: 980 8632 n Of liability of incorporators..........-+-+-. Fe 8634 Of double liability of stockholders........--- ax 8686 to 8694 2272 INDEX. PAGE AMUSEMENT ASSOCIATIONS (see Park and Rink ASSOCIATIONS) For sates oot meek, 2 ne tee AMUSEMENT PARK COMPANY— | Form of articles of incorporation............. 123 ANIMALS (see Humane Societies ; Live Stock Insur- ance Companies )— Society for prevention of cruelty to...........- articles of incorporation, form of.......... 249 ANNUAL— Franchise tax domestic corporations | ....'....}sslly » eth foreign “cOrpOratiQus jin eakod>.- = See “aed tee ote> Meeting of staekholders. 0. is cca aes cel 5 of banks: (iy... .- + . waeiaue 60a santa Abandonment or sale of property acquired by.. .1203 Abandonment of proceeding by corporation..... defendant’s expenses and attorney fees..... Common pleas court , has original jurisdiction, when......... te PPOCORITO oro a6 2 cee Beee iene eee ecphay fy jurisdiction” In error... «smi winach tar akin Tetrial In, Aloer TeVeradl cat ow oc ce are een conflicting claims to real estate adjudi- Cate eM ie Na hig a eleacr less cn ogre eee a Compensation to owner must be paid or secured........-$.4i8 oof 402 inability to\ agree OM in nik - dinate dseertaed agreement. with guardian... 1.2... sessssine mast “be 11 MONS, «ic siie sauna ei Beovetuanaicas ely ale 402 SECTION 10193 to 10198 10062 et seq. 5495 et seq. 5499 et seq. 8647 710-51 8685 9339, 9385 9425 9414, 9415 9391 710-36 6390 to 6402 8660 n 8692 n 11897 n 8637 — 8640 to 8645 11038 to 11091 8759 n 11060 11060, 11061 11068 11069 | 11064 11066 | 11073 to 11075 Const. A. 13, §5 — 11039, 11046 11040, 11041 — 11039 n- Const. A. 13, §5— INDEX. 2273 APPROPRIATION—Continued. PAGE SECTION Compensation to owner—Continued. benefit to property excluded.............. 402 Const. A. 13, §5 where connected with injury.......... 2127 11053 n -, Yailroad intersecting land................ 2129 11053 n VALUE TOE PEOPGELY tins... s+ >) ok of cateac us, 2128 11053 n 2) 727 RR a Poe eae el lly 2131 11056 n structure partly on land.............. 11057 additional burden subsequently im- Per iiinclelte wri, REeC eco 1208 8760 n DAMAZES eens): fre cits cand Shank ee. 2129, 1206 11053 n, 8760n IDUCrMEG eames. ety CS 4 cal us'e eld 2130 11053 n POMYRNEEN PAR. bi wsteehs et os to cbidinccc. 11075 n crossing over another railroad............ 2130 11053 n Conditions precedent to inability to agree on compensation........ 11039, 11046 existence of corporation... .....: 0. eceaus 11046 right to make the appropriation.......... 11046 necessity for appropriation............... 11046 Pe Hacto corporation, BY. fuel neues chav nates. 936 8627 n PORIROS TABAINGE oe ae seas Abc can en. 2124 11046 n OAs PREC MA nce incurs wantita tes a. 11087 n Eminent domain, defined........ SS uty th aS 2116 11038 n power of general assembly and courts.....2116 11038 n statute conferring power of, strictly ON he hee ess 2116 11038 n Evidence as to compensation and damages...... 2132 11056 n Poreign, Corporations, | byes. 6 ode. 3200 anes ass 1460 9090 n Injunction against occupation without appropriation. 2149 11087 n against occupation, until judgment paid... 11065 n, 11088 against appropriation does not lie on ground of lack of necessity........... 2123 11046 n PRPELCRE PACINO TY as Lor lees etic back 1203 8759 n Municipal corporations, by right of way over railroad tracks, for street 3677 property for depots, street railways, etc.... 3677 procedure for corporations, when not Sy DCTS ee eID see AR le le dee deci 11091 electric light and gas plants:............’. 3990 road or toll gate of turnpike or plank- ROAD CORDA VS sis othe ph og crises 15 9255 Necessity for must be pleaded and proved.............. 11046, 11042n discretion of corporation................. 2119 11042 n _ Petition for, by corporation - necessary allegations oo. vec caw whe eigieis’s we 11042 LSS Sa oleate! dol al anaes HARE ER 11043 Possession of premises corporation entitled to, on payment or eposi PUCOTIOUE S15 Bos aus ge tole a 11059, 11065 deposit of judgment... se refusal of owner to accept money......... 11059 n while error proceeding pending...... setae 11065 injunction against, until judgment paid.... int process to. put corporation, in:....)....'.... 11¢ Bs Power of, vested in general assembly.......... 2116 11038 n Power of, abuse of, courts may prevent........ 2116 11038 n Power of, statute conferring, strictly con- ° i SULA TEE OVS Sate Bes core Genet) Oa aera ee 2116 11038 n 2274 INDEX. APPROPRIATION—Continued. PAGE SECTION Probate judge, jurisdiction:...............+6, 11042, 11046 none to adjudicate conflicting claims 1.05 Tbe (CREATION Uenke sc 6.6 ep ote 'g oa’ oranda aye 11072 Proceedings by corporation............-.++.+- 11038 et seq. statutes must be followed: :.......02....., 11038 application of, to public corporations. . 11091 DOVIVION ipa eons eo Nate aeaacipwretencin ee Teast Me 11042 POTTER ees Sie ns od Meus PR Gar oie meinen thee 2118 11042 n no pleading required, except petition...... 2118 11042 n TEVIV Ol Olean, st sind NP eal: Vamenta 2120 11042 n SUMMONS gcse eee era Mikel thagens heh) len hehe asa y 11044 service by publication...../.......... 11045 preliminary or jurisdictional questions when heard and determined........... 11046 byrdén AGT TOOT oo eo. ete & pee ae 11046 determination of; a condition pre- COUBNU ras Can sors van entrada’ 2121 11046 n existence of corporation’.............- 11046 right to make ‘the appropriation...... 11046 inability to agree with owner........- 11046, 11039 necessity for appropriation........... 11046 findings of court..... oe Ca was tema 2123 11046 n review on error, practice and pro- (CEAUTO 2 Bi icles niin ete ties She are wb, ep 11046 n intervention by interested persons.....2124 11046 n © jury GrAWIIE. 05: Sakae ave ae ws ee REE si 8 11047 TALCSTNEN, oss terniale oo te nia se eare sr als 11051 empanelling. oo. Oe tne ok ee ee ce me a 11051 discharge of, and empanelling of NOW GLY i. os ve bacae se sees ane 11050 challetiger) . io a owas ans ae 5 11052, 11051 Oath nates eticeir th kre ee x Tae Seen aS 11053 FPes \. . ahs bax OaOeT had acabbaks Dnite bk SAT 11089, 11090 view of premises Dy........e0-eneens 11054, 11055, 11056 n misconduct of counsel on.....--- 2131 11056 n NT RIOE 6 cia) cna tate cake bade ee ee 11058, 11062 trial owner entitled to separate........... 11048 waimer Ol separates fcc v sees antes vase 11048 n owner holds affirmative.........++++5 11048 time, o£ !* ContinUaNnces.. ..oiasinsrnns: 11050 examination of witnesses............- 11056 BVICNCE ae en Sas a OSE Bin x hyena 2132 11056 n in common pleas court, on reversal... 11066 amendments, new parties, etc...... Paste 973" 11049 absent parties, attorneys, for...........+.: 11071 dulement,” ccdicas var nran thet < dinner nko 11058 payment or. deposit Of..............- 11059, 11065 new trial motion for, when filed.........¢..055 11058 STOUNAS« « prtbsabademekis hte sass hale 11062 n costs “ORM cw aus ote eae mie tach aD 11062 amount of verdict rendered on, rights Of DAE pH Gsaes do nice tcersnee o% 11062 in common pleas court, on reversal.... 11066 INDEX. 2275 APPROPRIATION—Continued. - PAGE SECTION Proceedings by corporation—Continued. error DUPOPMERCE PONS PCA onc ott’. 11063 on hearing of preliminary qiréstions® £20. oayganan ans 11063 n, 11046n DGC OROR IIR alee oe bie es we aun ese dt ee 11064 possession of premises pending....... 11065 reversal by common pleas not reviewable on error......... 11066 n ‘ retrial in common pleas.......... 11066 AIMEIMMIGESY CUSES | oo ss. aoe alwekscon were 11066 costs and fees, by whom. paid............. 11089, 11090 Property acquired ‘by Sale Ole aU anminent OT. ~ . wa messi a cce cee 1203 8759 n IECHOESU MUL Ccstaacloa ws os ts cclce Lua CRWIERE ERC 1203 8759 n Property subject to 1 NEGCESSATY, AN Gti hive celal. Allan, 438 1202 8759 n MEMCEEGSALY WES adres. cathss Bin sv norers Bll « GOTT 2119 11042 n property already ceria to. pub- Me iN oe arere ae cece t's oun RE ek 2119 11042 n rights of lot owners under restrictive COVENAMtSS ATARI LO Slum, Sto. 2120 11042 n School lana!) wn. as i cee on DOT Ae cael. 11067 unfinished roadbed of another railroad.... 11076 procedure,» CECs <.-005 08 Ca OSI 1G, & 11076 to 11083 property of other railroads........ 1205, 2119 8759n, 11042n use of streets, highways, etoile. .t0.. 8764 easements of abutting owners............. 1221 8765 n eamal lands: divs. obo cAgiouwinn, miiltin . 1205 8759 n Purposes for which authorized by railroad COMPANY. WE 0% A SEE Ro. OTL ARS ; 8759 Reai estate conflicting \claims™ tows or... 1209 2eabiid te, 11072 determination of, in common pleas COUTU! no Fad oo cao LOTR eT 8 11073 to 11075 interest BCQUIned \ ssc sc eed nseneseceesane ».. 1203 8759 n rights remaining in landowner............ 1203 8759 n gale or gsbandonment. . 42253809. Ques. 1203 8759 n Remedies of owner where land occupied without agreement or appropriation action to compel appropriation............ 11084 to 11088 not ‘exclusive remedy..........0...... 11087 does not apply where land held by APTCCMOND oe dbs kee cele eee e es 11084 n notice to corporation to appropriate... 11084 petition to compel appropriation...... 11084 GVIGN | Sad ge Pe ee eg te HINO, QO. URE, 2146 11084 n title not divested by wrongful oc- CUPAtION: Jee ces cee s LUPIN OI 2147 11084 n GELOMSES Shiela oil hde pels 9079, 9099 railroad, purchased at judicial sale.. 9077 TOLIPIOUS,BOCIELICS, oycie es csc cs cee es ne’s 10006, 10022-1 Salvage COMPANY ....evwcelesiscseeeeerees 9875 society to apprehend horse thieves........ 10200 telephone company ........eeeseeeeneneee 935 Mooc’ Geko turnpike company ........ 9205, 9302 union depot COMPAD. oo. o.oo os Hils)s bls oilanarel ake 9160-9162 young men’s christian association......... 10024, 10031 ASSAULT AND BATTERY, Corporation may be Rtg GetOr 4 wit doa eters aectet erst SOMES Was) 948 8627 n 2280 INDEX. PAGE SECTION ASSESSMENT— On stock, see Call Insurance companies Life OF, MCI emt <.-.-cre.c-aererctsratetererareraterer AEBS 9427 to 9461 fraternal benefitv102 st. aya thavnngt. egok 9462 to 9509 Uber than CHL .00 one- ees cod dertgarauais 9593 to 9607 9538 to 9541 9557, 9574 to 9578 VG LBCQCIES a torarsecncssnotora soncte tinatomaevantinenchar tile kaneoe 9608 to 9620 burglary. 0. Ss. «5 20M.» 81508 AU, eatedened Zz 9634 to 9642 Policyholders or members, liability to......... 9427 n, 9538 9540, 9593 9598 n ASSETS (see also, Property) — Capital stogk : AS ssis05 stints pau’ ¢ Memes oe cai 924 8625 n Entire, of corporation, authorization of sale of 8710-8718 Of insolvent or dissolved corporation; holders of preferred stock have priority over common stockholders, in......... 8671 no priority over ereditors............. 8671n application of, to reduce double liability of stadcholders, ......s4s5sy5 05 58@- O8t 8693 Of insolvent partnership, ete., sueceeded by corporation, rights of creditors........ 934 8627 n Statement of liabilities and, to be furnished stockholders annually ............05. 8685 Sale of entire property and.....6.... 0s. eee. os 8710 to 8718 Forms preferred stock clause giving priority If 3.5 eho ene Op oer EME UOE cn 117, 118 preferred stock clause, requiring corpora- tion to-maintain ‘eertaia oe. cnn sien as 114 entire corporate, proceedings to sell...... 215 entire, of corporation, preferred stock elause prohibiting, sale of. . ccc... onli 116 ASSIGNEE (see Certificate of Stock) — Ofistock, entitled .to certificate... ............. 8672 n Samii fon. subscriptions bys <0 ai «swe soosin bike SHE 1087 8674 n set-off or counterclaim against....... we feat 1099 8674 n ASSIGNEE FOR CREDITORS (see also Assignment for Creditors below)— Power of corporation to. act aS........eeeeeuee 958 8627 n Saitiby, on subseriptions.. 4. vesie« vem oo casa 1087 8674 n Franchise tax, a lien on: assets... Ji. s.s0 i000. 5506 ASSIGNMENT (see Certificate of Stock)— Of subscriptions to stock by subscriber. .6 over ed camera en nine desig O7 L 8630 n DY COPPOLATION. v0.1 wayene avi a0 vrevgiee oe hiogienes 971 8630 n SUIE DY | ASSIONCE Aeris a: cia ace stata tars 1087 8674 n Of conditional subscriptions................. 972 8630 n Of special charter privileges... 00.0. .00...040. 8732 n | OES BGO ES snare Gir. vai tinduael Gentes cet lees Vila eee aed 8673-1 to 8673-22 by indorsement of certificate.............. 8673-1, 8673-4 by) BCpAaTAee, dOCUMEN DS aoa mite edocs ola oenels 8673-1, 8673-4 i INDEX. 298] ASSIGNMENT—Continued. PAGE SECTION Forms or stock, on €ertificate: :sfseieceic:, Mes 258 of subscription to stock. 2). 220). i 2... 256 ASSIGNMENT FOR CREDITORS (see also, Assignee for Creditors above) — Bank not to make, except on notice to superintendent «:5.22553: 71890 2205, BG 710-101 Power ot directors, to. make. +. 0.00. 52. 22 1018 8660 n Includes stock of assignor.................0.. 1104 8682 n By foreign corporation, effect on property oS E15 RR BoE ay RE ee ei a 430 194n By corporation, lien on assets for annual TrANCHISe TAX <5 <5. os oe FF OLEIIORER, 5506 Certificate of dissolution to be made by clerk of court, when........ 11975 nT Te TO, SPORE a ay REET CEN SUNY Rae Re 11975, 11977 ASSOCIATED CHARITIES, form of articles......... 236 ASSOCIATES— Defined = .F.60 506... 90. MAM, Beno ae, fe. 937 8627 n ASSOCIATIONS— TCT OST NG 00) i re 9643 to 9675 COMeChOry, —. OMe cnretasrarene cate to PSOE, Ee 10093 to 10119-1 Exemptions of certain from fraternal benefit act...) )/......0055. 9491 from mutual protective association act..... 9459 Insurance mutual protective life or accident......... 9427 to 9461 other than Tiferot). esitiisth ojlku'l..o\ilae 9593 to 9607 TIVE. BLOC icin cise pins aye rrr DIATE EOD, cl. 9608 to 9620 LL CSS 1) ea sym a A EE A ra REI 9634 to 9642 included in word “company” when........ 9426, 634-1 Of persons assuming to act as a corpora- tion, quo, .warrante.... 5... ndaoiad Liekerk 12303 With banking powers, creation of........ .., 402 Const: A. 13,°§7 POUNe NEU FCHPIBEIAI «os cece s. bot ons e bs de 10024 to 10032 ASYLUM— Aged and indigent women, for................ 10189 ATTACHMENT— Against Ohio corporations nonresident of county before justice of the peace..... 10253 Foreign corporations, against CoG MICRA APOUTE o.6 c.5.5 o> dye cess wals-< 11819 before justice of the peace............000. 10253 CAGMIDUION! TPO ska wen ecm oa COOL 186 cars used in interstate commerce....... 11819 n RTE OLGA pratt Adias a b's. 6 oho oi nce bine 11819 affidavit for, must negative compliance I TE 1 A a a a 415 ce n Pee OTURU CON as ctki nd adied cules we ennvvs 11276 Certificate of stock, levy on invalid unless certificate seized or sur- 8673-13 rendered, or. transfer enjoined......... 2282 INDEX. ATTACHMENT—Continued. PAGE © SECTION Certificate of stock, levy on—Continued. ereditopsiaremedied! «ts... oe eas oat Re niaSe 8673-14 priorities between attaching creditors, pled peep COCs. Fk sete dys atesleays tome ee ee 8673-13 n Garnishee, service on corporation as before justice of the peace............ 10266 in common pleas court... 22... ésehai 11833 foreign gorporation a8....:. 2... one -a4-0 186 n, 11819 n in certain proceedings against railroads... . 11761 ATTORNEY— Bank, in liquidation, employment of........... 742-3, 742-4 Building and loan association, of liability of sureties on bond of............ 9670 n embezzlement by ..... sesi¥p «54509 40> sgoho ay 12472 Fees of vt employed by superintendent of banks, in ‘liquidation. .atydiew ho. A440? WRET? 742-2, 742-4 in suit to enforce liability of incorporators. 8634 n in stockholders double liability suit....... 8697 n Railroad company, of, when pass may be LGA OURO 5 on i see ase nlp pt ote i ls ol 516 Receiver, when: ineligible as........0......0000 11895 To transfer stock secretary usually appointed.............. 86 effect wot; death, of 25 eile. on on os 5 ee ELD 8673-6 n may be appointed in blank.............4: 8673-1 Verification of pleading of corporation, by..... 11351 ATTORNEY GENERAL (see Insurance Companies other than Life; Public Utilities Com- mission; Tax Commission)— AUCTION— Sale of stock bys. AeA A 1104, 1110 8682 n for unpaid installments......... 0.0 0.0005 8674 to 8676 AUDIT— Annual, provision in regulations for.......... 173 Annual, form of preferred stock clause re- airing 53's soe de eon fae Saad ROT LE 114 Company, 'fornt of artictes -20% Bey. er an ne, 123 AUDITOR— Provision in regulations for... 00. ov. ley. ec0t8 ay (i! AUTHORIZED— Capital ‘stock; “defined-;.:)7.\). Seana adh Jo, 2 20 Provisions “in ‘repulations..0.0.0se000 cence s MIO 8704 Provisions in articles of incorporation......... 8625 AUTHORITY— Of agent to well. ‘stock? 57) 02g Revs es ieee Oe 1107 8682 n to pledge stock, to receive payment at agreed price from pledgee at ma- turity ‘of .debt... homoiea smleasst a. 1111 8682 n INDEX. 9283 AUTHORITY—Continued. PAGE SECTION Of corporation, see Corporate powers Of, directors, see Directors Of executors, trustees, etc., to indorse cer- Wilnbereae BOOGIE PETES ee can ee 8673-2, 8673-5 n Of incorporators to,. receive subscriptions, ,... . . ss wriooles oases 967 8630 n to receive payment of first installment..... 979 8632 n Of corporate officers and agents to convey corporate property............. 953 8627 n to acknowledge deeds..............c 000s 953 8627 n to act as witness or notary............... 953 8627 n to make corporate contracts should be traced to directors.......... 1018 8660 n OF OORIMATIGUS <3 6.0 bu eaVs Ce ede eh a 1043 8664 n BOW MMNRIOTEOR i235 hae deb is bedi ate te, 1019 8660 n presumptions and burden of proof......... 1021 8660 n knowledge of, when imputable to cor- 8c eI BRST ed Sage RRL ORP SRT sR ae RS 1023 8660 n to bind corporation by admissions and Mecinraanons PT TR A 2 oy sen pe ttn 1022 8660 n liability for acting without............... 1037 8660 n AUTOMATIC PACKAGE CARRIER COMPANIES.... 9192 to 9194 AUTOMOBILE— é Insurance (against theftsoft el. te es 9556 Bus company, form of articles............... 123 Livery and garage company, form of articles... 150 Transportation companies, act regulating..... 614-86 to 614-102 AVENUE (see Streets and Highways) — AVENUE COMPANIES (see Turnpike and Plank Road Companies )— Appropriation of property by................. 10163 Consént’ of village ‘couridil? 27.00, C20 (etn 10165, 10166 Pree ayentte iosiscssarresars fers Reo 4, 28 10163 TOMS Hay take “whem, oo fo ee eee ON oo 10164 BAGGAGE — Obligation of railroads as to..............005: 8979 And transfer company, form of articles........ 152 BAKING COMPANY— Porm ‘of “articles: is:ii:yispr.iPiasssgc3sa. 124 BALLOT— Directors to be elected bys. 0... cee eee ee eee eee 8636 DOLD OF Pea seia er ee seer ee Pek ee ae Le 270 BAND COMPANY— Porm) of “articles 2:22 fe 5), POP el ee 0 124 BANK DEPOSIT— Provision in by-laws a8 t0....566666cee0e005e 129 BANK EXAMINER (see Superintendent of Banks) — 2984 INDEX. BANKER— Incompetent to act as notary, when........... BANKING POWERS— Laws authorizing associations with, to be submitted. to electors..... 402 0/7004 BANKRUPTCY— Court of, may make calls on subscriptions...... Discharge in, as a defense PR -SRUECLTPLLOUS © yf.b aia Onis a Melee 2 os Cmtcan to statutory double liability.............. Power of directors to authorize........0...... Provable claims in STUIGRERIINID” Seyi So. 5 dic Sil oe ee sees cy statutory double liability................. Trustee, suit by on subscriptions.............. Of pledgor, does not affect right of pledgee to registry of the stock.............. Certificate of dissolution ; to be signed by clerk of court of, when..... TO VARIN CNN 5am ua eta Soreness ceases eae Foreign corporations subject to involuntary, PW WLOLEMING 4 ws sale nad rely ea ie elaine BANKRUPT— Partnership, controlling corporation........... BANKS (see Collateral Loan Companies; Superin- tendent of Banks; Tawation; Title Guarantee and Trust Companies) — 1, General provisions Accounts, superintendent may prescribe MetUOd “OL “ROCDIN hes echt a wae Actions answer and examination of officer binds AD WOU cterteie as tetatsie nets eusecee ened hers by superintendent of banks, how brought. on forged:or raised checks.j, ety. e'sish oy «esse for’ penalty, how’ DrOUgne so Alias sss tee ws Articles of incorporation VTOVISIONS FOL eho. ce esis aaattenete ote cite eee to be subscribed and acknowledged........ certificate as to officer taking acknowl- EdgMeENt: ova sis ieee scare t eyes ee. Oana LAIR Oh Serge et vice ereryr bent or tent camics tcc cyter cx Seu filing refused, if articles not in accordance with act... submission to superintendent............. pPublication= of pn Oteewny een oe ree approval or disapproval by superintendent ous". ade ae Sap APPEAL Fs ks cuca cietetaaaeh ors ue scakeestenat ties TOCOTCING’ 50. sta. MMe STM DAnes = EGE Te POT OD sete ecard cca rce ey eteeaneteen a nomena he PAGE SECTION 0 124 402 Const. A. 13, §7 8674 n 8674n 8686 n 8660 n 8674 n 8686 n 8674 n 8682 n 11975 11975, 11977 194n 5506, 5498 n 8627 n 710-71 710-36 710-14 11225-1 710-14, 9871, 9872 710-41 710-41 710-42 710-42 710-39 710-42 710-43 710-44 710-45 710-46 INDEX. 2285 BANKS—Continued. PAGE SECTION Articles of incorporation—Continued. certified copy to be furnished superintendent of banks 710-46 to be furnished incorporators: ........ 710-46 Assets, etc., when possession taken by su- perintendoentiof*banks:s.. occ. ee ceed 710-89, 710-30 Assignee for creditors not.to be appointed except on notice to superintendent..... 710-101 ‘‘Bank’’, ‘‘banker’’, ‘‘banking’’, or ‘‘trust’? , , ne d , use of words prohibited, except by banks subject to inspection.......... 710-3 Const. A. 13, § 3 “* Banke’ , definedignd: :oiatod . sataeeu some teseces 710-2 Bean WRU IS . oss vasa ics - DOdHOMEEOS - 710-1 to 710-180 GeOnitiGus is, ..: .Javhwetuiqoaia. oF. Bs 710-1, 710-2 710-124 DAG eB UOGE) LOGRD AG, aatscnnlasieweciiesd rs 710-179 “Banking powers” in constitution defined... ... 402 Books and records entries in, to be made in ink............. 710-71 method of keeping may be presented by BRMOLTITONAOUL OOS i sous 6 oe eka 6 ie 710-71 tarbeanept th Dank sahsie lic ies cces cos 710-73 inspection by stockholders............... 710-73 after liquidation completed, custody of.. 710-107 separate, for each class of business...... 710-116 GEPOsits, PMOW - ONLOTEO oiscn es ons ore ave verge 710-117 Preserved sim yeatsy tO Des oo... bec ie wes 710-118 Branch, power to maintain................5. 710-73 Building and loan associations, exemption Prom DADA WS ys sie ony oie os 66 918 710-3 Business several classes of power of one bank to transact........ 710-41 separate books for each class......... 710-116 during organization, what may be trans- DALE Feudal sho 8 Sa FA Gep Rhine TO 710-58 conditions precedent to commencement of } subscription and payment of entire CAVIAR STOCI CE oer Gt atetie eset, sie. e ot 710-55 certificate of subscription and payment. 710-55 examination by superintendent........ 710-55 certificate from superintendent........ 710-56, 710-58 of banking, under insurance statutes, 3 What» constitubesi . sialyl... ado: ens 9559 n LSYOCAIMAEESE WT: Giro ate ae ne 710-51 controlled by directors. salar nat ie 710-61 t duly organizec tag ere ae ses i she ip ee tee 710-76, 710-39 Capital impaired, superintendent may require ae deficiency made good.......+++++e+9+5 710-: impaired, on failure to restore, super- war intendent may take possession.......- er existing banks to increase...... pa ereeees 710- advertisement of larger, than paid in, sahara PROMI A Gunes eee hese ero 2.620 OF it at penalty .4.wodad anGhiamen ty. smear 2286 INDEX. BANKS—Continued. PAGE SECTION Capital stock, see also Stock below . new bank must have.........sseseeeeees 710-39 no commission for selling................ 710-54 MINIMUM © 2-4 eee e's eT TOLELIOOAL, RAGA 710-37 par value of shares aaa ae as yA 710-41 subscription opening of books:d7$.2¢ 04.09% . ERLE 710-48 certificate ofs MART aioe Ok ARON 8 710-49 of entire, necessary before business : commenced!) 72 . JPEG MA ONG. ere 710-55 payment first installment of ten percent........ 710-48 full payment necessary before busi- NeSs: COMMONCEA «iss csscueveereee 710-55 certificate of, to superintendent....... 710-55 nonpayment, sale of stock............ 710-53 increase Of sissisasrsvvcars Taran eee 710-59 disposition of ineréased BtockOi6ed Ls. 710-59 TOC UCUIOD Ol al bata okt s! coma dc olin-ar a's ¥ a ones We be 710-60 advertisement of larger than paid in - prohibited Peimosvlg. AG. Me . BUIge39 710-177 POENAIEY Fisasedetyveessanas ves elk tes 710-177 Cashier errr . POWETS Of criss dens cues se CRLAnnls, 1050 8664 n right to administer estate of deceased debtor. .of: hankiyy, 20) AAsuy. UNO. : 1050 8664 n bond. Of b..kten vvaaste cee sure OTIS ti 710-68 Certificate authority to commence business ELST GEL 20, 710-56 withheld, may be, when... .....50.00. < 710-56 publication See ee «ERR IRCA 710-57 to superintendent of banks of a a and payment of stock.. 710-55 of deposit: 1s... sey. OF ERO. OOP. 710-143 n CheckayerFs0ak 337.5% wer sdeAly, TORR. Wh AAVW, 710-132 n forged: checks °F PS PINT VPM, AON 710-132 n recovery of -money: paid LOD star eater wet ererars 710-132 n limitation ) Of Tactionmye? 08, JOR QI22 11225-1 Collections, powers, sini hi OTOL. . FEI. MOE 710-133 Consolidation .....cssssiseees case BOOTS LAL 710-86 to 710-88 Corporation, new patie must organize AEA 710-39, 710-76 Crimes and offenses: relating to. (See also Penalties below.) embezzlement by officer, etc... .......204.. 710-172 bank examiner, etc., divulging infor- mation 22.232 ec PeVP Tesi e rece ends 710-35 receiving deposits, when bank insolvent. ... 710-174 fraudulent issue of certificate of de- posit, false: entries; etC.... 2.2.6... wee 710-172 fictitiously borrowing, etc., money......... 710-172, 710-175 issuing check, without sufficient funds on deposit - sci dress eee ee DIIGO AG 710-176 certifying check, when not sufficient fanids 710-173 false statement ‘affecting solveney of..... 13383-1 Departments several may be established by one bank. 710-41 separate books for. ....ssvisvsvvvaeveencets 710-116 Depositors (see Unknown depositors below.) INDEX. BANKS—Continued. Deposits PP WMUAUs TOLOLV Oi. cerns Seals oe Dae Petasg teen PCCM Tia smn nn ads ean cedrner ns PS general VONinonopini he tomerle oslel\4 by trustees Wo pra eau, by commission merchants......0......... in insolvent bank, recovery of........... when bank may appropriate, for debt of depositors. «RAE: Woh a Ret iin ae: taxation “OfMiyru vin. ies ADD, Bes: to be entered in terms of U. S. money. Peyton, qual Dea LA tes cha de pes pine; fined 2759s 534 ee eZ ODE Swit demand, defined -si.cicccccdsciees aT) .292 withdrawal of savings deposits) .f62 7027. 0. PG. commercial deposits’ 2.22025.) 00219 when in names of two persons....... checks” againetwer® 80. se2099. 002.89 . 8). when are for collection only........0.044 DYTMMOPSAUAG scare geeed cs pes dengies in names of two persons H, CIRE BED, J) unclaimed, on liquidation........:..:.... power of fidelity and guaranty obiipariy COPINSUTS FF 6-H eet ete 0 | certificates: of Ail te. GED ANT OID 8 pass booker. . Poles d. a2Al Lee habits entries “in -to -bé@ “in: ink P96 Vig unauthorized, by one bank in another, deemed loans~ so cccce 62s DPLSVAIGT ES, Directors BUMP R SLOP. I PO de os PEO, term of Off: iecictscccbec sss LOPS, qualifications -Uivoee oie aue, 01, beter. oatiorrotiees. kre. SIGs l, Day aa no bond reqmred iw. 1, FPIKPG ON te elections for 1 2a tot Be OS Pie en a OCS AIA UAE ay saline eas, cee Pee SA tes voting rights of stockholders......... cumulative voting ........¢. peeda oes BLOMUCRs Mice Ch Asn ee teh As pheuts osha ON duties and powers Generale: Bee ee el Ss de ea cs ts monthly meetings required........... annugl examination’ by 02 Oe. et executive committee may. be ap pombedaig el aA. Ra POWOrS: Vile PER wea oot he minutes of meetings required........ loan to member of, how authorized.. interlocking, in certain banks, prohibited Py CIA VTONNEACT Ae Aut «el eiclsc eee wis loans to, how authorized. ......... beeen superintendent of banks, communications from, to be submittedto. ... vu. 2287 710-117 n 710-117 n 710-117 n 710-117 n 710-131 710-117 n 710-117 n 5370 710-117 710-117 710-1" 710-1 710-143 710-135 710-120 710-132 n 710-117 n 710-119 710-120 710-106 9511 710-143 n 710-143 710-71 710-125 710-127, 710-128 710-49, 710-61 710-61 710-65 710-66 710-68 710-49 710-51 710-64 710-64 n 710-64 710-61 710-61 710-69 710-62 710-62 710-62 710-115 2260 710-115 710-34. 2288 INDEX. BANKS—Continued. PAGE Directors—Continued. liability of Violating, Law sieeteien ons Cee meee attesting false statement of condition.1037 violating law, injunction against, pending QUO, \WATTANTO. \ 07... .-,< vied SOLE «sale 12337 to 12339 PVP end so ei ejay enfecolnnsvone, he VIO. aha. 710-130, 710-134 Embezzlement, by officer, employe, ete........ 710-172 Examination by superintendent of banks before business commenced.,......./s..- 710-55 fee for ... vustarge -d4 lbs be attagd abo 710-17 regular when, and. how smadejcow, «sete « anaes 710-19 } ANNUAL TOG 2 LOT een uty sev ais 00 aca a 710-17 special ; may be made on request of bank, directors or stockholders......... 710-21, 710-22 expenses’ paid. byybankwws.9 5. 0 sens - 710-22 information to be kept secret by exam- iners, superintendent, et@.. sissies. 710-35 OTA Hake 5 azar aug ehive’s, shake’ a's widenatcca wietalens 710-35 liability of examiner, superintendent, BEC cai athens «xan wot tabi. an 710-35 books, papers, ete., to be submitted to OMAMINGL sri sakese> sictta de, Bb, Oe a 710-28 books, papers, ete., on refusal to produce, superintendent may take possession... 710-28 to be made without notice to bank....... 710-29 court may order officers to attend........ 710-36, 710-25 ofiicers may be, examined......,..-.s5ane 710-25 ally banksysubject tO sae seins s Beate a 710-2 Aoubtiul assets, appraisals ., ..t.wes seeks 710-20 Examination by directors to -hewmade. annuallyo. wes. ss5 5s seun snes 710-69 result to be reported to superintendent... 710-69 Executive committee, see Directors above Failure of, liability of treasurer for corporate Funds. OR Gepost. cies ain eicce meh ne 8664 n Federal Reserve Bank le fin OAS Nore acura a lgpaherae ara § Guata ele ene atatee ariie 710-4 power of state bank to become member of 710-5 HBOS os heidi 8f Salansie-< Roly a han@ einai MCR ae 710-17 Foreign corporation transaction of banking business by, pro- hibited j wan «actos. cd att eae ani hee 710-40 | may,loan,, money...» hegeitiee wmobiognt - 710-40 — trust company, certificate qutherging ac: |, ceptance of trusts....... ss ate Siete 710-151 to 710-155 exemption from general foreign corpora- on, Jaw; pak wars alee OAKEY PAE 178, 188 General corporation law . when applicable to banks........000.e045 710-52 banks can not incorporate under......... 710-39 Insolvent assets liquidated by superintendent...... 710-89 to 710-106 — receiver or assignee not to be appointed except on notice to superintendent... (See Liquidation below) SECTION 710-67 8660 n 710-101 INDEX. 2289 BANKS—Continued. PAGE SECTION incorporation -0f |... ........bewnisneds atin 710-41 to 710-52 Incorporators UMC Oe. cea cuties hae hes xe AOU: i ORR! 710-41 majority must be citizens of Ohio......... 710-41 subscription books, opening of............ 710-48 certificate of subscription...) 60.0.0... 605 710-49 Insolvent (see Liquidation below) Inspection (see Hxamination above) Insurance companies, duty to give informa- tion to superintendent concerning..... 627-1 to 627-3 Interest (see also Usury below) contracts for tilldgaline drirk. dw aaaad le 710-47 n Investments (see Loans and Investments below) Lien of on stock and funds of stockholders for’ tax paid... .leiid giae sat ante . a 5673 for unpaid installments.............. 710-53 TONMOANE Van cote ee aes REDE are ee: 710-114 n on collateral, for other debts.............. 710-136 n GHP WO ORMOR ML MECtOL x gin sc Apia a on yi aod oo a oss 710-117 n Liquidation, voluntary pEencedurp...:..2..Walatidags deans)? bs 710-85 Liquidation, involuntary (see also Posses- sion taken by superintendent, below) no receiver or assignee to be ap- pointed without notice to super- DURA UAE ULDere Ses rss te eas op crete mocha pnt ow pw Wie 3 710-101 WHE BICHOLIZCU) i. hoes oe se oe Sed yc aoe 710-89 assets, administered by superintendent..... 710-95 assets, inventory, of... .betitivouty. .ot. ets 710-93 assets, moniee. to, holder Of... ccbwrew eee 710-93 powers of superintendent in.............. 710-95 special deputies to assist in.............4.. 710-94 claims MOCICE “TO ATEDIGOTS 0.0 oso nares 4Gs 3 710-90 PECHCMUAGION Of ic ce cet Woes er es vane 710-92 rejected, limitation of action on....... 710-92 Mee Oe a heed ds os oe SAGSIM SIND: 710-93 objection to, by interested parties..... 710-99 expenses, approval of, by common pleas COUDU nro A gies sp OS Ae cue oe 710-97 deposit of moneys collected............-. 710-96 CIVIGENdS - asinine 136. KS biG + tebe wi aE 710-98 injunction against, proceedings for........ 710-100 by stockholders, after claims paid E COLIN Ge beset er cep er cer ow oR 710-102 710-103 continued by superintendent when..... liquidating agent, when appointed..... 710-103 liquidating agent, powerS.....+.+++++: Les 710-105 liquidating agent, successor.......-.+-. unclaimed deposits ........-0 essere tees Loans and investments 710-98, 710-106 authorized investments ......0eee eee eee aga national bank securities, how authorized.. 710-1llla international bank securities, how ns date ( * é authorized suk oom . cok blceeaie + os A Dr aaatade Teal estate MOLtFAGeS.. 6. perecerereee ees 710-112, ees limit of, to any one borrower.....++.-5+: 710-122, 710-Le. 2290 INDEX. BANKS—Continued. PAGE SECTION Loans and investments—Continued. ‘ commercial paper, defined..........c0060% 710-124 trade \acceptanee;, -defined. 0+ nnha0d am nae 710-124 unauthorized deposits in other banks, deemed). 2e8 eR LOR ea. 710-125 how authorized, by directors or execu- tive committee boo 5 5: AVNET. OCU 710-62, 710-63 loans to officer or member of executive committee, how authorized........... 710-115 limit of, in any one loan or security....... 710-121 on own stock, prohibited... v0.00. woe... 710-136, 710-114 by commercial banks, what authorized..... 710-111, 710-122 by savings banks, authorized............. 710-139, 710-140 Location to be stated in articless?2\GQ0xaal%. ic awn 710-41 branch banks, power to establish......... 710-73 Morris~ plan banks. viv. o\ 00k Vaio Lalas . Dis 710-180 n Name requirements:.as- 60.64 .4.4 J.D. TIT8 SUA ~ 710-41, 710-44 change sof 2 yviwiis ye Waa hs Shed ontalsobi ck 1552 710-44n use of words ‘‘bank,’’ ‘‘banker,’’ ‘‘bank- ing’? and. ‘trust’? restricted so... . 401 Const. A. 13, §3 use of word “state” restricted......... 710-3 710-178 National trust department of, subject to examina- BU MT VELLA 12K. RP Penschutelivin os shade ve ee ee pov oe 710-2 Net tearnines)idefineds’ 6 2hine.iee's.ieatcit «eek 710-1 Officers gifts, fees, ete.,. to, prohibited. ....3 0904 710-72 Liability. 20 82088 Gianna edt ARO. OFF. 1037 8660 n loans to, how authorized. .i1. JOA Qnorgatat 710-115 DOWRY IRE, dida. MRblerein ow wtrin welble MARE. OO RaTs 710-68 papers signed and verified by eee eo 710-36 embezzlement 1) cnet feta, 4 710-172 Penalties refusal to give information concerning in- SUTANCEe COMPANIES 2... ..ieivewsevieds 627-3 unauthorized use of word “state” in name 710-178 unauthorized use of word ‘‘bank’’, ‘trust’, ete@.,-im+ MAME. cise ial 710-3 gift, fee, eta; to officer’. VRE DPT itoy 710-72 failure to comply with order. of. superin- tendent:? 5. ssi. 5 Fl, ARR QOO TGS hat ae 710-74 non-compliance with law as to unknown depositors’. .: sieves vases wae 9870-9872 failure to!*malke -FEportyxp Mes AUR Yan 710-33 refusal to testify 0/-VONNS IPR Fa, BS 710-26 failure to collect tax on shares.........+.. 5672 tax return, false, or not made... .. 1000.04. 5414 advertisement of capital larger than paid in 710-178 © Policemien © jit PALE 5 a a aoe ae ee 9150 et seq. — Possession taken by superintendent of banks, r when . 44 VOSTLOGIIN Wall, ZARITETae, 710-89 (See also Liquidation above.) on refusal to submit books, ete., for ex- AMINAaAtion: 6 ed EP eda MART on failure to make good deficiency in capital 710-28 — 710-30 INDEX. BANKS—Continued. PAGE Powers [Oe I ea aS ew Niasdicde whic aa ho eh nope to maintain branch banks... ...)..sa0.. . 0. to acquire stock in other corporations or its own gtock................. HS OTT OG EG 6 bat to guarantee bonds or commercial paper... to become member bank under Federal BOTW A CIS. Lins ecoceaicracasseyevoie®d tale aSidE to take over business of debtor........... to act as real estate or insurance agent.... to: borrowamoney..);. .., wedinndere. dd ada: to establish commercial, savings, trust, etc., Me pAmenie AG AU 55,54 cancaeacceaacs MRO aS a Gg 550 G oy ob yd eee Beka to apply deposit on debt of depositor.... ast Go veollections j..,.......40.0,i;cie.e.0.0, Bae wbeM. & as to loans and investments............. TO TUAMBUBBOEEEY DONG 7.5.5 scese 5 lose in ioclas toraaeiiinereal jestake «sn... cscs gee to rent safety deposit boxes............. to receive property for safekeeping...... to (pay: dividends. 2.403 .e3swsidar. sas obese as to foreign exchange. sisteasih. tek. ian President MOWENSI.. ! SeLjaas J RDTOGSS Moftn sabe dt 1046 DONGS Ay GS Sal ARE GSES sw os season been Private (see Unincorporated below.).. . Purpose, statement of, in articles......... Quo warranto, against injunction: pénding s/s batdonie. wh. ssaldeaseisle security required from directors, when.... Receiver. (See also Liquidation above.) not to be appointed, except on notice to REE UO LOIN G50 vajegspciecxgncaphanssieucaeied odin -Records (see Books above.) Regulations OY EMO RMN, ay ayahias 4 ddngny i cerense sed yee how adopted as to powers of executive committee...... Reports to superintendent of banks regular . . contents (and verification... ..... sisi. a publication . special, may be required by superintendent penalty for failure to make............ oe of result of directors’ annual examination Reserve commercial banks savings banks trust companies agent, how designated: .i. 6.6.) ateibe deposit of restriction on unauthorized, deemed a loan......... impaired, no new loans, when...........+0+: Savings societies chartersy- oft extended iva... a's cc ccc s cichidoels investments authorized a WUe Sie (ele 6, 4) a a(6 8 '4 S16 s 0 (0 16 0.¢ 018 06. 9 Ce en a Ce edee eer ces ce Si sie wbje oe eee afer ese Pid er eie 6 eh ble atu did piele elds S18 0461 0 oye oye .e lets dldle is %,e/atere dieeis 0 600 eee bbe Oe ceed ioe obs Gy Oy Os 0) 0 0) Ones o, © Ce GLTLE Te Uta ter done Pee ee) OF Os OF Oy 00 OF On On Oy Or Oy Oy 0 ONO DED 2291 SECTION 710-47 710-73 710-47 n 710-47 n 710-5 710-47 n 710-47 n 710-126 710-41 710-117 710-117 n 710-133 710-47 n 710-97 n 710-108 710-109 710-110 710-130 710-47 n 8664 n 710-68 710-41 12337 to 12339 12338 710-101 710-47 710-50 710-62 710-31 710-31 710-31 710-32 710-33 710-69 710-138 710-144 710-167 710-127 710-128 710-125 710-129 710-145 710-149 710-146, 710-147 2292 INDEX. BANKS—Continued. PAGE SECTION Savings societies—Continued. | surplus fund nesnd

Hip main o ane ASK PO SOO mpeys fay dys sates tous dual ohare tT Reso ars tererats leva les ooots; 2293 SECTION 5409 710-17 710-168 710-169 710-170 710-171 710-162 710-1 710-1 710-76 710-77 710-78 710-79 710-80 710-81 710-81 710-82 710-83 710-84 9864 to 9872 9864 9870 9865 9866 9867 9868 9869 9870 9871 9872 710-47 n 710-47 n 710-41 710-37 710-135 710-138 710-136, 710-137 710-111 9757 n 710-41 710-37 710-144 2294 BANKS—Continued. Savings banks—Continued. INDEX.’ IN\VestMeNtSH#eAULOOLIZEM 4 «oa eevee vhitinls..39 vgn oy. negotiation POSED Vi Solan 00 os Shes ¥ win dee, « AT RIT EOS by \indorsement 1.14419) .al. rote. 30.13 fraud, accident, duress, ete., does not invalidateyiswhena tis. 00. dain supsequent Jiid, slilelonon. Jo. sober vine defeats vendor’s lien ................ defeats right of stoppage in transitu.. whormay;mepotiate. ..0. (........ fei rights of person to whom negotiated....... transfer without indorsement, rights of transteree: . WO) ..a28ois 00. ol) 08% insertion of name of person to be notified does not. render non-negotiable ....... lnsteanedestroyed «2.4. gi provision that bill is non-negotiable, when INOMMCCLIVE§ 6c soi ore ere ono a Sidhltel a efeILO SS 2297 SECTION 8993-40 8993-39 8993-28 8993-33 8993-35 8993-34 8993, 8993-22 8993-22 8993-13, 8993-14 8993-12 8993-16 8994-1 579, 8994-1 8993-1 8993-1 8993-1 8993-4 8993-5 8993-5 8993-27 8993-28 8993-37 8993-38 8993-41 8993-41 8993-30 8993-31 8993-33 8993-8 8993-16 8993-10 8993-13 8993-14 8993-13 8993-6 8993-6 8993-45 8993-17 8993-25 8993-25 8993-23 8993-24 8993-3 8993-4 2298 INDEX. BILL OF LADING—Continued. PAGE Non-negotiable—Continued. must be so mAérkellow /durrub 360i stilwise. sata eriminali pamilty, ett sigs cues kedidin carne duty ‘of carrier..to, trace ....-Jaliweas.he. carrier can not set up title in itself....... adverse claimants to PROT PICA LON oe ad Sk hn SG ik Oe carrier has reasonable time to deter- mine validity of claims ........ ° sale of, for carrier’s lien, effect of ......... delivery by carrier obligation of carrier to deliver ........ conditions precedent payment of carrier’s lien .... surrender of negotiable bill... signed acknowledgment of de- livery, wi. snoqqudse taAda failure to. deliver burden of establishing lawful ex- CUSE! ON CATTIEN we ialiak . Jen adverse title no defense, when.... to consignee in non-negotiable bill.... to holder of negotiable bill :......... when negotiable bill lost ............. wrongful, liability of carrier ....... negotiable bill to be cancelled on...... on partial delivery 2.0.10. 00.00% 8993 8993-10, 8993-41 liability to subsequent purchaser. . 8993-13, number of packages to be counted and specified ...... company bound to deliver ....... exceptions: where bill states “shippers load and count,” Ae Boro dwasladilecsisataced non-receipt. or misdescription liability of carrier .......... criminal penalty «.. e.csu..a. 3 Provisions, terms and conditions certain, prescribed «bie ce F200 2.04 AVM ey others’ pormithabiag Vihar foes a eee hee exceptions, illegal 2... cesenee de impairing obligation of care in transportation... 0.0.0.6 ee eo 8993, - 8993-22 i ii SECTION 8993-7 8993-7 8993-49 8993-11 8993-29 8993-32 8993-1 n 8993-23 8993-24 8993-25 8993-25 8993-25 n 8993-39 8993-42 8993-46 8994-In | 8993-18 8993-19 8993-20 -26, 8369 8993-10 — 8993-10 8993-10 8993-10 8993-21] 8993-11 8993-11 8993-16 8993-12 8993-13 8993-14 8993-14 8993 8993-22 8993-22 8993-43 8993-1 8993-2 8993-2 8993-2 INDEX. 9999 BILL OF LADING—Continued. PAGE SECTION Provisions, terms and conditions—Continued. requiring verified claim for damages within iGgeauqests lage Ruths le Rees ae eee ic cor iiseaiois & 8993-2n exempting carrier from liability for negli- QOMCE swear eee ee eee eed ee de acta eas 8993-2 n restricting liability : to agreed value of property .......... 8993-2 n AS mI SUL eI cae ea os a loreet owe eles noes 8993-2 n LOT HAGA DY LTO) otatitete ota ate ote ato ate star ohat oe 8993-2 n to losses on line of issuing carrier..... 8994-1 that bill is non-negotiable, when ineffective. 8993-4 assent of shipper to presumed from acceptance .........-- 8993-9 from failure to dissent ......+... 8993-9 n acquiescence in .......- eee sere ee eeees 8993-9 n Railroad company to furnish, on request....... 8993 penalty 202. eseee eee eee nes cet agin d tree 8994 over connecting lines, initial carrier liable.. 8994-1 Straight or non-negotiable defined ......-+---- 8993-3 APTATISICT,. OF vv ieie dm o:bre. «spasepel se, sale mare cree sey, © ones? 8993-29 distinguished from negotiation .........-- 8993-32 rights acquired by ...--.++-++esereees Be ote 8993-32 negotiable bill, without indorsement ...... 8993-33 WATLAN TICS TON cis a cies oly foie a anise so ossicles» 8993-34 indorser not a guarantor .....-+++++se+ee> 8993-34 Transferee terms binding on ......---++eseeeeeeees aia 8993-9 n liability for demurrage ...--.-+-++eeeenes 8980 n of non-negotiable bill, endorsement confers no additional right ....-.---.++seeeees 8993-29 Uniform Bill of Lading Act ......---++eeeeees 8993-1 to 8993-54 applies only to bills issued after January CRAIC) A Re Ie Fe Na oa cc. stg th 8993-53, 8993-54 enacted in certain other states ...-..-+++++: 8993-1 n cases not provided for, governed by rules of law and equity .......- ak as eer a 8993-50 TTECKDIRERGION sae we ce rede epee ne sone ee as 8993-51 WSHMIIONA Tid. Yrwwein soos pees ee eee eine 8993-52 Warranty on sale of bill eT ee Ti aed e aT Oe 8993-34 none implied, from accepting payment of a 7 San eee 8993-36 BILL OF SALE— By corporation, form of ......+--eeersnneer tes 308 BLANK— Certificate of stock may be assigned or endorsed, Ree es te caer ea 8673-1, 8673-20 Tax returns, for GOLPOTHLION oe en ewes gn as yeh it ee 5406 refusal to fill out, penalty ....+-++++reres 1465-19, 12924-1 prepared by tax commission ...++++++++++> 1465-28 “BLUE SKY’’ LAW (see also Securities)....+-- 6373-1 to 6373-24 Summary of... sparls gid ew seen hl dairy cnnence eogie irene es 34 ‘Commissioner ’’ ; Certificates for no-par-value corporations as to sufficiency of reduced common CADUNEEE ess aera ner ree ster on certificate of reorganization.....-- \ 8728-4 8728-6 2300 INDEX. ‘‘BLUE SKY LAW’’—Continued. PAGE ‘“Commissioner’’—Continued. jurisdiction over issues by no-par-value stock, corporations)... sis: » amex. mca May incorporators receive subscriptions with- Out. cCOMDPINIBE.- Wats.’ shod tes ote ccmialels 52 Exemptions, advantage of claiming........... 39 Forms statement by incorporators claiming ex- ORGTABEA aide «5 Selene nhs tec eis wakets Gate 161 statement by president and secretary claiming’ ExeMpPtiON gu fup abinidansm ares 193 CSCLOW MAGTOCMOEN Ty rs «fics panties . a0) s aes opmeeen 284 BOARD (see Directors) — BOARD OF TRADE— Articles of incorporation, form ............... 238 Directors number and qualifications ............... election and* term) SO ccs het cen Members EXPULSION, GbE es Pele eee Seite Lae whee families, provision -forP seins FOR ey Officers certain specified’ cio se) oly r SSO Rage SeCMON BIN COIN tech shes sine ee ee OCH OF. OfF ca Frat Patt statetatenatinwetaatiee ad DONE Es aie ne ee ale a cna ee ee Powers Poneral? soi, sees tes BODE titi Pak Biot wk to appoint inspectors ...............0008- to acquire land and buildings ............ Arbitration” committee... ee ieee e's Inspectors, appointment and powers ........... Privileges of, how acquired by existing organi- Zations, PPPs ee ero Ae eh ee ee ee BODIES— Dead, corporations formed to protect and pre- leges.) BONA FIDE HOLDER— Of note of corporations; J2iccnne cot eee tees 957 Of: certificate tof ‘atooks tied ane ae Re oraserclies (See Certificate of Stock, Pledge.) BOND (see also, Bonds below)— Required before reissue of lost certificate of stock rt eeee Mar RRA ar ane totes Of secretary, liability of surety ............... 1048 Of treasurer, liability of surety ....../0.0. 00. 1049 Forms Of treaSurenctd.ee eres oe ee ee 319 to corporation issuing new certificate in lieu of. Jost. eartifieatan’ 5:0/. oe Business PUPS EOPDO MEME Mao Cy yet os he ao. a we ee os fraudulent or lottery contracts unauthorized illegally conducted, proceedings for dissolu- CRORE ane gy Peete y Ot BE ritanin eos conditions precedent GOSOOIO RS * cresgt vit oreo shale « ; DEPORT AOL BCCUIIIOR 3's Fi AOR watt ts. oat copies of articles, statement, etc., to be filed agreement as to service of summons...... ; Certificate of authority and renewal .......... EO VOCURONE NG (Ls x hand k cag Dae pe suas rh gis eno einp does not authorize unlawful business...... Eee, PMIEIING Ge, OEE Fl a as wae Deposit of securities required, from paid up capital stock....... BECUTIUVIGTOL ehiaty CLAIMS a. 0. ss 6 o.c.5 ours subjected to payment of claims, how...... release of, on cessation of business........ interest on, company entitled to, when..... penalty for doing business without ........ PVIBBOINULOH s TROL IOI MTOR. i) . ss pa 5. hp,0 Spt se. he Examination of, by supervisor ..........-.++-. PAPC ROM IL ee gota a ae RY Gama bl sam ce 8s EPONA TY ol ie ns seers cine ee a o,08 og eve dpe Foreign, exemption from general foreign cor- OUD GLONM ACES: as einia dvic 3 acies waa's oct plane ofp MACRMBO, AG@Ont TOUS DAVE . 5. s3 05s te sees azs benaley ror-violation Of Act... 3. ps ee cer wes Quo warranto proceedings BPRANBE 1 wis) s 3 «000 ein Prep Ote LOU UPETVISOY Gs lscc cs coc es cacesstees Securities deposited ........ 2. eee eee eet eee Summons, service of, inspector to be appointed agent GTR ARIMA Goa es os arasw'e 0. theile +0 Supervisor duties and powers to verify annual statement ........... to make examination .......+.-- oe to institute quo warranto proceedings. . release of securities deposited .......- certificate of authority, as to......... deputy inspector of building and loan asso- CLALOTIS HMAC Serta. Meltrir een ees wih oie 5 9 BONDS (see also, Mortgage or Deed of Trust; Rail- road Companes )— And stock distimguished ............es sees an. 24 And preferred stock, relative advantages of. 24 2301 SECTION 9510 9568 to 9573 696 to 709 699 n 707 709 701 701 702 n 702n 707 698 to 702 698, 699, 700 701 701 702 703 702n 697 698 699 699 699 700 13151 707 706 708 704 178, 188 709 13151 707 701, 705 698 to 700 701 706 706 707 699 702, 703 696 — oD 9 2302 INDEX. BONDS—Continued. | PAGE SECTION Authorized by. direetorsuimo.. soutaweul. oad) a0 1149 8705 n by: year and, nayc votewecs . snk. sehen 8709 Osttibddition by trusteeuts Js.55...6undes 1151, 1152 8705 n, 9817 9780 When entitled to lien of mortgage ............ 8707 n Interest on, when not subject to usury law... é 8705 Limitation on amount that may be issued...... . 8705 | exception as to public utilities and railroads 614-53 Change of coupon into registered, or vice versa.. 8708 Convertible into stock, issue of .:............. . 8709. by. railroad) COM pany .2 Bo sates oh ast aa tees 1242 8793 n | Holders of, sheriff not entitled to’ oHararcan on . sale of mortgaged property to ........ 1152 8705 n i Holders, bona tide, rights ............. Sh ee 1150 8705n False statement affecting value of, penalty..... 13383-1 ~ Issued on faith of increased stock, without sub- scriptions thereto, liability of stock- Oder ie. So cerayete eas cin Seca ta tes cua 1139 8699 n Of ‘no-par-value stock ¢orporation............ 8728-2 Of public utility or railroad void, unless author- ized by public utilities commission..... . 614-53 to 614-55 Investments in ~ power of banks’ a8° to" 00 fos Gea. i Sina ahd ai 9758, 9820 9765, 9781 power of insurancé companies ...... Sees eH 9 _ 9357, 9518, 9519 Ne pOtL RB UEEY ooo ce vipits Gis afar aa pee gan ace read 1150 8705 n Embezzlement, of, “by broker’. or. Sos aa eg Loh 8705 n Pledge of, by corporation Se Pa EEN eM 1151 8705 n Sale of Delo MAT Vicor scree hoa ip a pktce tar es See 1151 8705 n by. .tailigdd " QOMPATY oor g acs eat ediam 8797 regulated (“blue sky” law) ............-. 6373-1 to 6373-24 Regulation and supervision of issue, by state corporations yenerally, power of .......... 400 Const. A. 13, § 2 public utility or railroad, authority from COMMISSION ng wise MRS RET Hh ROT ey te 614-53 to 614-55 Railroad company, of authority from commission io aie hajentiataear ee: 614-53 et seq. rate; of interest hinged: do. bolonbaa ade cee 8793, 8794 amount that may be issued ........,..... 8794, 614-53 notes. secured: Dy wusactoad locate Me pea dae 1242 8793 n sale of , aba: CisgO ee die Co em 8797 Bee GOAT. 5 sad as eninge ce eee Ree 8798 security for mori gage ey civ. cs tee os oe goa 8793, 8795, 8796 pledge of property or income ......... 8794 Union depot: company, of .:..>; ++. sarhentirere 9169 Interurban depot and: terminal company, of..... 9169-5 Street or interurban railway company, of...... « | 91218 Ship canal company, Of . 2.5.04 setdiadtivae be oe 9216, 9217, 9219 Ohio river bridge companies, sale of........... 9314, 8797 Forms Proceedings AUutMori sins iy 2. sp slat teeeeiels 336 deed of trust, or corporate mortgage....... 339 ebupon bond) .c..ciiin, ee ales tees TAN 341 bond pooling agreement .............0 1 B85 bondholders’ agreement, corporation in de- fault. for Mnteresi” oo vaes sou e en toe 390 INDEX. PAGE BONUS— Of common stock to purchasers of preferred stock ,ontshbonden wy. Jas zaibuses. ox 31, 975 form of resolution of directors authorizing 191 By municipality to manufacturing company, to locate hiny ni wwincaniowiniy otis. Jos wera 398 PtG: TMSUTAN Geo eIIES 3.

smenbtayp “feprm* Serine consolidation. 0% SFOS ppererd sat opadyl federal law, bridge to be built in accordance WLC aN, Fe BE hey oho esters to eeemetale rei thes powers general... «: . -ihypeis wd eration ie to construct avenues and approaches... tO MAINTAIN-LEPTY A. ooo eee ae esis articles of incorporation, form of ......... 144 Police of, powers i505 005 0... pastes eortels Powers ; meneral Wi. .. UF. Pad SOE L Es stata to make and enforce regulations .......... Stream banks, ownership ‘Of | o.'. 00. ee eer navigable, power of congress Over........-- Streets, highways, ete., use of, how obtained.... Toll gates*of, to be posted .... 605s Saaieerering sf rates of, prescribed ..... -ssiviejes on bitrire tees rates of, under special charter .........-.. Ohio river bridge companies, prescribed . for railroad’ tracks) «vice 92> bushi sive persons may be prevented from crossing, untilspayment.; i... |. -wisshneseee acer: right to take, sale on execution ........... demanding or receiving unlawful, under spe- cial charter, penalty ..........+.2+-05 BRIDGES— Railroad power to build and maintain ............. 1191 eare required in constructing; liability. ...1191 duty to provide for pedestrians on ........ dangerous, commission may order repair of. —— SECTION 8682 n 8660 n $305 to 9319 9305 9311 9305 9306, 9256 9303, 9304 , ! | : . 9312 9310, 9311, 9317 : 9313 9314 8797, 9314 9311 9315 9316 9310, 9317 9310, 9311, 9317 9318 9319 9309 9305. 9309 9305 9305 n 9305 9307, 9312 9308 — 9307, 9308 9312 9313 9309 9303, 9304 9307 8745 n 8745 n 8903 n 585 * INDEX. BRIDGES—Continued. PAGE Railroad—Continued. power to close for repairs .............4.. power of municipality to remove........... construction height over tracks prescribed ......... power of commission ............ PEUMICY Oa rect istatidicccs. MOET rebuilding, cost of change of grade of UBIO AMY RSE a Goh acs olf dics Gath sire plans to be filed with commission..... RUPURCMONG sa cae, nrsew atdades nv ce ot TRG useas toll bridges 710qrs. Ob. 2a. eal’ 1o . over canals or navigable rivers............ height of “prescribed: s6:)0) aliens. use of bridge by several companies..... Appropriation... ss. t es ORR lighting, power of municipality to require. . Turnpike and plank road company, of, outside of municipality use of, how aequiredvoriga. .evodtiw.. bats LEPAlTA OF, MOWs CHLOKCOM «.sc--rerc-certtcrexm, ota fast driving over, penalty ................ carrying fire across, penalty .............. sale of, to municipality ......... so BROKER— Is pledgee of stock purchased, until advances and COMMISSIONS: PAG «4.7 ¢2.4cccexczesee eens 1108 Liability as a stockholder under double liability LAW aaa Cie nd ae 20 kee 20's 30g oe ee INO 1128 “Short” sales through « ++ 222.4 08622040, 28.. 2a 1107 Embezzlement of bonds by ............--++0+. 1151 Tnparanee; license: tre tenccx es FRAN: SEQ, Sales by foreign corporations through, do not constitute “doing business” in the state, WONG eS AA ar ga k hd aubisiad O46 424 Company, form of:articles. ..........+0.2@o\s% 149 BUILDERS’ EXCHANGE, form of articles.......... 237 BUILDING— Office, hotel, factory, ete. powers of corporation formed to maintain. . mare OL Brticles: 1 fncc 52 POA POAT 124 DMEIG MAN Bal, can Ate NANE oie Ce oo eles Action against, for penalty ................-- Annual report to inspector ...............008. Annual report of inspector to governor........ BUAGede OF ANCOTDOTATAOD 0: pics ce Oe. HU EIIOT. OR CODY, pbOmSUpeTInvendenb ss 5.207. adele. approval by superintendent before — re- BOUTON WR Ack oe ek Te oR ee eet ele nen appeal from refusal to approve.......<.. VOCOMAIIG cnt. efokitcrare trate bathe geee tenes void, if business not commenced in year.. 2305 SECTION 8903 n 8903 n 8887, 8903 8903, 8904 12546 8905 8906 8907 8774 8775 8776 to 8778 8779 8779, 8780 3762 to 3767 9233 9246 to 9249 9251 9251 9256 8682 n 8689 n 8682 n 8705 n 644-2 194 n 10210 10193 to 10198 674 to 695 9643 to 9675 694 682, 683 695 8625, 8626, 9643 9643 9643- 9643- 9643- 9643-4 | 9 ra) 9 oO 2306 | INDEX. BUILDING AND LOAN ASS’NS—Continued. PAGE SECTION Articles of incorporation—Continued. amendment: spe h aya » 64a epee re 9666 form of ...... Gs, «dS sies PS y= Ba mR eee 124 Assessments power of association to collect ............ 9650, 9674 what ‘authorized: .% ./). i4-'dpoiaemeenas DIG BR 9645 subscriptions necessary to commence business 9645 increase or decrease |... 6.) as Sd ei ded 9664 form of certificate. of increase....... ews 211 Charter forfeiture, for illegal business ............ 686 of foreign association, to be filed .......... 678 Consolidation, constitution and by-laws may pro- Wide. LOR) nit PIee RA PI Ge kas s SS ATeMe 693 Constitution and by-laws copies to be furnished inspector .......... 9645 | provisions da jtovotieersc... 22 aly WoO We Leek 9666 aS tOAGIVId ENS) eye acrom star hein nena 9673 as to dissolution, consolidation, ete..... 693 as to withdrawal of bank deposits..... 9669 as to amendment of articles .......... 9666 hog] palo p baat irs (paca. Oe kee oe alee Eats 9667 general ‘provisidna ts AiNGuW oxen wie ae ens 9667 amendments) 4 .\ia. onde RA OUYANG 9667 n Corporations for profit, associations are... ... «ieee. 4 9643 n power of, to make deposits in ............ 9648 power of, to become members .........++.- 9650 n Crimes and offenses relating to embezzlement by officer, ete. ...........5+ 12472 © signing name, without authority .......... 13188 declaring greater dividends than earned ... 13189 false entries). <5 cakenneonde eee 13190 aiding or abetting officers in violations.... 13191 failure to make reports, ete. .........+++++ 13192 INDEX. BUILDING AND LOAN ASS’NS—Continued. PAGE Definitions building and loan, or savings, association... domestic association: .....06.00. 0000580004 foreign association: :.:.:..2.36s.%.55.05 8. Deposits power wnereve aS. flare heteslistit: AED ORS Coe oe at ie ot Pee te Tera ERIM RS fee Sg cis vee a oh ere, ave Ane eines eT A 8 2 in name of two or more persons .......... receipt by unauthorized agent ............ commercial or checking, prohibited ........ PAUMUILCMMMO Earth pec aR ees hie an cake cre oes of joint deposit on death or incapacity > Girone OSbOSILOL Cota oor a ces aches Stolz we oc ¢ odegepe amis ai leap deol pied yt a UHR MME Site CU a sls puma he. of association funds in banks ............. Directors etme OE DOCS Toa eta aE tees soos dun aie d powers to increase or decrease stock or change |» Fo pliant Aap eh hy peti oka whet Rane dec Peet. DULAWS ot ess 2 o5 ee teas a to designate bank depository ......... to inspect bank books ............... as to bonds of ‘officers... . 0... 0... number of, increase or decrease ........... authority to bind association ............. liability negligence as to bonds of officers ...... neglect as to bank depository ........ UTR OF UW og once o yrae' os sis, a her aoke aut Dissolution of unsound association ................... constitution and by-laws may provide for... Crateser OL SSO OR “Se ees hes eee sts by majority vote of stock ................ Dividends RIAU LORE AGN Dae ee bee cee eee reeks we Wem EIeLOLY Puce Met ID: Oe, ite nee tape member withdrawing, entitled to what.... credit of, on loan, when repaid ........... Le Gee ER Diop Behe nel a A ig a OBR pee fine for non-payment: :::.0:::..00 0202008 1930 POOrIpate SOUUTING 255. pects tp oes ee ye cog 1932 return of to members, on withdrawal....... credit of on loan, when repaid ........... Earnings eMIOUTG ati t eee eerie, vient tales. = Eemerve funds trot = ae ete POL re aes s ue expenses payable out of .........+-.++-+;. Examination regular, by inspector *.i 2223 25.52% 56 3 Ta’ OXPeCNSES OL wets stats tsa a sick. by bree Ceres books, papers, ete., to be produced ........ officers and agents may be examined under A Pe gr ro Bebe Oh OCP ROR ka i 2307 SECTION 9643 9643 9643 9647, 9648 9648 9648 9654 9648 9648 n 9652 9652 9648 9648 9651 9661, 9669, 9670 9646 9664 9667 9669 9670 9670 96668 9646 n 967v 9669, 9670 13193 687 693 693 9665 9663, 9673 9673 n 9651 9658 9650 9650 n 9650 n 9651 9658 9663, 9673 9671, 9673 9672 684 685 688 688 2308 {NDEX. BUILDING AND LOAN ASS’NS—Continued. PAGE SECTION Examination—Continued. result of, may be published .............. 682 divulging information acquired in, penalty 677-24 Examihery;POWETS OF tic. 3's 0 x wee oi He eae 688 Expenses of, hhewepgidy ic 0G ons ee ie 9672 Hingsta) seep neigh. os, in ck edge paneer 9650 MOTIATO Ly BODAL OR... . an «0,5 wo cael waeanelaaae 1930 9650 n deducted, on withdrawal of stock deposits. . 9651 Foreign agent on whom service had, inspector to be Sppoimiedin .8. .)- =. ance a ha dinaann 678 defitted tauiedh, iis. Dla ee Sees Lele 9643 admission to do business in state, conditions DBs Ape pie OSE eee” 2 eeeneee bee 678 to 681 coptificate, OF AUENOTICY |. 5 s.0~ babies aciren 679 TOROWOR GG. Sa is 5 cies 8 eae ancien ack were 679 oameetl AE ON ie. 3 5 5.05 aie en ee eee 690 exempt from general foreign corporation acts 178, 188 Tevet romontis a: he. FPA. on aoe argmete 691 deposit of securities required before certificate issued ...... 678 held as security for resident claimants. 681 STEDAPERE ORC Tis Shctes . Waki a acinon veatinerede- aaa 680 exchanpecof'023.0,. ki 5 ia: eee 680 held by state treasurer ..........-a08: 692 subjected to payment of claims, how... 681 how returned, on cessation of business. 681 Funds TEBCIVCy Si aiisk. NURS Ys Bs ncteete ete aces nee 9659, 9671 Pen leniahinen tat 12.5 a s.5 anda cr seskeaee earners 9671, 9673 UMGLVided wy pPTORh iG OC kote i care 9659 dimit On: RBIOUAY pa 56s ues cae cede 9673 investment of; what securities authorized.. 9660, 9662 depositofn din shanks, Teese tens Se icone hae 9661, 9669 wethdrawalh:ticc eeu We ede re 9669 Illegal business notice by inspector to discontinue ......... 686 action to revoke charter for ..........005- 686 THCAPROEAEOR 0. oan Shrug wishne she hind S aE Oa RAE 9643 wamerintendent oft... .t bsigaed seeks baker 674 to 695 — certificate of authority to commence busi- Hess lS Aa See nathaknee Son reraa ie 9645 certificate of, as evidence ............s008. 677-6 deputy is ex officio supervisor of bond in- vestment companies ..........seseeees 696 duties and powers j vested in department of commerce... 154-39 | gévierally |... 1.2.95 hisawe gai tates op BURDEN OF PROOF— OF Corporataspowers, -.. a... «0a Piasiatrjaurs Guild. 945 BURGLARY AND ROBBERY INSURANCE COM- FRNLES! 2 > a.0 1s COURIER eee (See Insurance Companies other than Life.) BURIAL ASSOCIATIONS— ; Designation of undertaker, prohibited ......... Te UOTSE ETC ames a are TRONS Ie STR AE STAs wa aoe @r'eie BUSINESS (see Doing Business; Professional Bust- ness )— Commenced may be, when ; by corporations generally.........-+- 932, 983 foreign corporations ..........eeeeeeesees DVESHULGISVETT, ALM, MOMPRUE Ns Keliet TDi ox thane: « epi'4/ dio! hor ai ph or awe building and loan associations........+++: PAGE 9311 SECTION 9655 9655 n 9659, 9671 686 690 678 to 681, 692 9649, 9647 9654 9645 9645 9649 9649 9649 n 9649 n 9649 n 9651 9648 9651 9653 9675 678 9675 687 9650 9649 9649 10210 10196 to 10198 9634 to 9642 666 10192 8627 n, 8633 n 178, 183 710-55, 710-56 710-58 9645 ‘Q3r0 INDEX. BUSINESS—Continued. PAGE SECTION Commenced may be, when—Continued. insurance companies Life: to. “acre sbi lads cat ewaldss dese een 9349 other. than life.........d.eyrqaitk. jens 9522, 9524 MUIR nea cited: <4 4k EAR 9525 MYO BEORED tan «a iN ws Oe 414 canes 9524, 9616, 9617 by no-par-value stock corporation........ 8728-2 corporation reorganized ............. 8728-7 Commencing before ten percent of capital stock subscribed, liability of officers........ 1037 8660 n Corporate, is conducted by directors........... $660 Partnership, etc., corporation organized to take ON OL p(ata lerorele 2 GEMAOR LOL SLIME [ONE OT A 940 8627 n Contract of corporation vendor not to reengage in, not binding on stockholders....... 1118 8686 n Of corporations, power of state to regulate and GUPOEVIGE wierd sign a as vee yee a ek pe COOe 400 Const. A. 13, § 2 Of insurance, must be authorized.............. 665 Property not necessary in, power of corporation CO .ACQUITE 6 od .an gale «mm TAAL DO, STR BE 951 8627 n Unauthorized, liability of officers for condudting.1037 8660 n College,, orm. Of. .ATtICLES, miseis-cispaerercrene AM 125, 126 Order of, in meetings, provision in regulations LOT wesleti nye ad wei wUle, 30, euaaisd DGE 170 BUTCHERING COMPANY, form of articles......... 125 BY-LAWS— APSNSTAMM as see ed he tad dea ved Ca Tee Bee es 73 Adopted by directors or trustees.............. 8702 Distinguished from regulations........... 58, 1141 8702 n Must be consistent with state law, and with WeaWIAtIONG: OV NR st 8 es ca CU ce pe 8702 Tnformat Oe Ooh NOC Freeda ee ees 1142 8702 n Regulating transfers of ‘stock ..0.. 2 1142 8702 n Restricting transfers of stock, not effective un- less stated upon certificate........... 8673-15 noncompliance with, as a defense to cor- poration for refusal to register transfer.1068 8673-1 n Of foreign corporations, are similar to regula- tions of Ohio corporations............ 58 Forms, ‘corporation for | provitys fers eccas a2 ie 186 Of certain corporations building and loan association.......... 9651, 9667 Cemetery assOClAtiONS | co. ho. va sieiieien 10101, 10103 . 10098, 12495 fraternal benefit society..........408. 9483, 9481 live stock insurance company......... 9612 mutual fire association........cccee+s 9598 union depot company.............++: 9165, 9166 CABLE RAILWAY (see Railroads ; Street Railways)— CABOOSE, construction and equipment ............ 8956-1 et seq. CALENDAR— Corporacion,: form. Of... vise aaaniaees Giese Aste 260 INDEX. PAGE CALLS— es NFCHOR AML YD ey Meee sete ee eet ee tt LOR COTM 980 Whensimay*/be mado 2) Sos A Sara. ee 980 DMOUCEAOL wee see Set tot oe) Spree e. 980 Waiver or, by subscriber ei e970 Nea. hy 1085 Waiver by corporation of right to make........ 980 AITOES IBSOLVONGY Se eee es Vote, ems 980, 1086 Necessary before suit on subscription, when. .. .1085 Conditional subscription, limiting amount and UT a le gia ted kB IR rat alia Re sprite Pe For stockholders or directors meetings........ Forms , for special stockholders meeting.......... WaAlVere aioe = oe tele reise Ae for special directors meeting. . on stock subscriptions resolution of directors... notice © wieme) oe 8 are ts 2) ef sos. ass) 6 (0 Me. Sie 6 Cord, ele 6 eLe- ete te notice of sale of stock for nonpayment.. 255 CAMPAIGN CONTRIBUTIONS— Affidavit as to penalties Rl aee Tere 6 wie 4 ce" 6 6c © shes CANAL COMPANY— Ship canal companies.......0.0+> Drawing off water, during certain months pro- hibited CANCELLATION— Of subscriptions, power of........ Fraudulent, of decoy subscription. reports or pay taxes..... Building and loan association, by loans stock CAPITAL (see also, Capital Stock ; Capitalization) — Distinguished from capital stock.. Dividends not to be paid out of............... Preferred stock not to exceed two-thirds of paid 1 ii (UNE Race chet ht ei OS ke Ue a An rahe DEBESE MITICHL TOL 1G cee. ree ess. ee eet Insurance company, impairment of Stated common capital of no-par-value stock corporation must pe paid in’full’). ....... certificate of payment....... increase or reduction........ of reorganized corporation... 2) PUR ehe4e| © wie © 00 6.0 6 6 010 0 O16..6 69.51 6 0 el eke..s O06 afte) eve) 6 6. 6) a) « Incrimination, no ground for refusal to. tes- Ee fT TA aOR DNR eI sl ee wpe Sater eC ee er? Be) eke © 0 ola 0 6 Sie b1eNs oe © (wie Clete 6} eto te Chorale abel@ eve) ee) < Oe ek Mu et i we 2 00) el6-eral by Oat aha) “6) ayo he BO eree a6) Wig e) Ce Ieee len A ene ab ele pies wee © ae 0.0) 0) 0. 0.,0 0 0i6u8) Sy 0 ntels 6 fe.er¢ ed Osa sie e bee oe ¢ sets athe gas & 6 a 6) 6 0 88.8, 10 8 6 e 6 e660 0 06 6 6 @ ena 1095 Of articles of incorporation, for failure to make 21 8632 n, 2313 SECTION 8632 n 8632 n 8632 n 8674 n 8632 n 8674 n 8674n 8630 n 5522, 8729, 8730 13320 to 13322 13323 i 9199 to 9228 10126 10127 8630 n 8674n 5509 to 5513 9658 9653 690 10209 8724 8667 730, 731 628, 633, 634 8728-1 8728-2 8728-2 8728-4 8728-6 2314 INDEX. PAGE SECTION CAPITAL STOCK nic. t. digs ow hod ok eet aed ee te oe 8667 to 8684 . (See Articles of Incorporation, Stock, Shares of Stock, Issucd Stock, Unissued Stock, Treasury Stock, Preferred Stock, Wa- tered Stock, Increase of Capital Stock, Certificates of Stock, Subscriptions.) Advertising larger, than actually subscribed and paad;, probipited o 50/4; sinieid woods Shes 8727 liability » of:/darectors dsivrei chewhhy weit biels BE 8728 Amount of, considerations affecting........... 24 Amount of money borrowed by corporation not CO OXCCCd! enryidirg tows oGtEEn ed! ta. hak 8705 exception as to public utilities and railroads 614-53, 8794. Lgangediny exnessoOls : bijey..adeiobiapy tetpta dye. Farce 1148 8705 n Articles of incorporation must state........... 8625 amendment to, can not be increased or diminjehed. by: 75. \.5 = 1s speotons ies tee > 8719 preferences and restrictions of, to be stated 1D» eR Qn epee y eemrerirent abr ger are ad 8669 Classes of common, (with, par valuiesias 265 lanier 8667 common, without par value.............: 8728-1 divided. inte>classeenc- 8990 in: fonm.. Ob TADALOR ihe, wialceteaones 568 INDEX. CARRIERS—Continued. PAGE Freight—Continued. lien for demurrage charges......%022ivtu. for “freight, ete.,.charges.:..5¢.......5 other liens must be stated in bill Of MaAding ns. cava! Tisteyonol. subrogation of connecting carrier to... Salehndersneiect . 2% ac. tio a lawie eis on road, see Mechanic’s liens notice to owners on receipt of............. register of -unclaimed,. etc......0..-..5 «sh sale right to sell, manner of sale.......... notice Of, ...asidw: Lomeai wd. ta .aerio disposition of proceeds............... copy of sale bill, advertisement, ete.... Ol; perishable Arbicles:..4oi¢4 c's ee he edt liability and penalty for wrongful fail- Mento sive, notice, eb. 25 sj. owen <:s owner’ mayntlaim whersass'46). vs .satiedoin- warehouse certificate of railroad company.. suit to subject, to payment of charges..... storage eharces voihics ..» .payitowe th ot se lien; for’ storage, etc., charges... .:.. 2.5... Passenger railroad «rates: preseribed «aod joeversts «Kye «ep OW DEE DEN FORGE 65 ea o> cigars Wisi’ s ase fe company without telegraph lines...... tickets nature and interpretation............ 1361 terms and conditions. in... .. +... .- 1362 AGO Pts PROMOTES tai tire ois bic 2 a 0 wo ae ongy 1364 DiQVGlOD OE BAREA SC secretes. vo 'o cosy i soe Cerne expulsion from train or car for rrivisal’ toy pay Aare ws ye). . 6 ses 5 1364 for disorderly, conduct ... » s0>)% .essjejae CASH— Subscriptions prima facie payable in........... CASHIER— 7 Of bank (see also Banks) POWers Wee ew LST. p ckemeparieys Ta 1050 right to administer estate of deceased debtor ‘NT AGE WIED hn Aires en Pure erirerar aCe are Lanes 1050 UO Se ee ee ee ee 1050 not to act as notary, when...........+.+.- CRSVTOCHUEN | DYeie 6 esi wae ve eee MF RENO. SOT C COLIN Ts) APPRIRE os oc Ga ctciece ean #52. 9/6 oMOhaes CASUALTY INSURANCE COMPANIES (see Jnsur- ance Companies other than Life; Life Insurance Companies) — CATHEDRALS— MGCL OCTAGON ObG) fs. 26h rence LUTE . FING 2317 SECTION 8980 n $993-25 8993-25 8993-25 n 8993-26 8365 8366 8367 8365 8369 8372 8373 8375 8374 8995 8370 8371 8371 8977, 8978 8996 8942 8977 n 8977 n 8977 n 8979 8977 n 9157 8632 n 8664 n 8664 n 8664 n 121 5411 10238, 11288 10266 10022-1 to 10022-6 2318 INDEX. | PAGE SECTION CEMETERY ASSOCIATIONS— Affairs, -dnnualexhiiit | of 2c eg cmes cus ere eee 10103 Appropriation of property .............20.005 10093, 10095 to 10097 what associations have no power of........ 10097 for entrance. to: cemetery........uivek JD. 10099, 10100 Articles of incorporation, form of:............ 237 Bodies disinterment of right of next: of kims.cti Js 2404 WO 2904 3467 application: .....5 6 855 00s FR POOL 3468 TURAL PATER eat 30. AE 4 yee Rape hniuns amid wed aah 3469 unlawful possession, law not applicable to.. ©9989 n Bonds, in anticipation of tax, issued when..... 3463 Buildings township trustees may levy tax for, when.. 3461 power to. efects 66550585 cas eh ea 10103 Cemeteries abandoned, removal 2055.9 0n. [eta BA) 10s STORNOS win wciwaien an vars. JKIGR'S, to act as soldiers monumental association. . to create sinking’ fund 21d y2 .bo\ikuk aw. . to accept and execute trusts.............. to *holdland. tn. village, . ..5. e050 44. d0e DHE Real estate POWER SEO (ACQUIRGs Exsivhaleriee eae sare ae Us by.cappropriation ....... Axi. 50% su MiG OD) > xawnnaids oa sad SRE IGT | additional QPOs ALPS. Ma we eIS 6 FOL LONETANCEs soso .5505 epee wees e TENGE exemption from execution................ exemption from appropriation............ exemption from taxation................. sale of for site for public monument.......... where abandoned or interments pro- hibited by ordinance............. rerorded.» plate Pos eiets LA. cI FUg ls within village, power to hold............. sale of, to municipality or township....... purchase of, from municipality or township.. rights of lot owners on sale or purchase. . transfer from religious society............ transfer from one association to another... Regulations and rules lots, sold-ehbject, to. . 0... . madi araesus «sy hus as to use Of lots... 2. sb vidlele om alsie eile «le AS. tO SaleLol JOtS...... a0 tlalsartized a eraleatedsts le 05 violation of, penalty... ...6. eee eee enone Religious society, transfer of cemetery grounds SEOUL Es 5. Lappin Sw Aid AW» DON RDM Sinking fund, powers as tO........00+ seer eee Tax, for buildings township trustees may levy, when........- application: of, Ataum wv. Fiat S TENT 9s bonds in anticipation of.........0.0eeee5: Taxation, exemptions from Mrounds Vand-lotss sins. ede es tse seein 2319 SECTION 10109 10109 10117 to 10119 10098, 10109 10111, 10112 10112 10103 10102, 10106 10107 10114n 10093 10093, 10095 to 10097 10098 10103 10107 10117 to 10119 10110 10111 to 10112 10093 10093, 10095 10097 10093, 10094 10094 10099, 10100 10093 10093 10093 10102, 10106 10115, 10116,. 3466 10103 10111 to 10112 4198 4199 4200 9995 to 9997 10119-1 10101 10103 10098 12495 9995 to 9997 10117 to 10119 3461 3462 3463 10093, 10101 10105 2320 CENTRAL RELIGIOUS SOCIETIES INDEX. (See Religious Societies) CERTIFICATE (see also, Certificate of Authority; Certificate of Stock)— Insurance. See Fraternal Benefit Societies; Life Insurance. Companies. Of dissolution or retirement from state LOni ee HME BE 55. vce. chant gl dae eee Cae filing necessary, to relieve from reports aNd (AARC. 2 o.oo wes Ce epi Ae nee he CiinpenteeeeR ee waka Nob awe ane niches eee certificate from tax commission a condition precedent to by whom made, on dissolution or winding Up by comrk. cae -Lere. dash Yew eten st Ditelection tof edinectars.idy caja oh ieee en akeie increase of capital stock........02ss... 28h reduction) of. capital stock... ¢.. 006.60 .»08b amendment of articles of incorporation.... Of incorporation, see Certified copy of articles lost or destroyed, of religious society, PAGE | SECTION 10022-1 to 10022-6 8739, 8741, 11974 FEISGNC! OLiws kainwias os +0 ORBLE WE. ERCB VOR 50, wh earet a nek ashe tee Of clerk, on axtiglesin on, aacceudciem yo pe ss OE Toreign corporation for profit of compliance, on entering state........... Of retirement from AtabOsiiiescsestarycss ss by whom made, when affairs wound up DY? COUTE cs. uacay teers deke . -e0Ee filing feed c.6 sidoks spor oBOERRIORO. OT Of subscription of ten percent of capital stock.. PeneTady’.. cop popearrebed ne eG WALD 0% 27 implies payment of first installment....... 982 liability of incorporators................. on increase of capital stock...........604. 1139 Of trustee on bond, liability under............. 1152 Warehouse or storage, power of railroad com- Pay, tO! 188UC inves bhont wh pao «ae Of deposit:.in bank... . .@islanwot .sa octilan bxistah Forms to transcript of minutes............0..00. 279 of secretary to copy of resolution.......... 279 of subscription, by incorporators Pariivalue corporation: .......00. aed 163 no-par-value corporation ............ 164 of election of directors. (first) ........%0). 184 of election of directors (annual) .......... 271 of amendment to articles of incorporation 204 of increase of capital’ stock. ... 0200). 208 by preferred stock only........... fevartey oO by building and loan association..... 211 of reduction of capital stock....../......% 213 of dissolution, corporation for profit. .220, 22 of dissolution, corporation not for profit... 222 foreign corporation, retiring from state.... 232 of cancellation of preferred stock, after Tedemption®) sv.i¢ PPO Gs 6 nica sREGhon 214 5520, 11978 11977 5521 11975 8637, 8644 8698, 8699 8700 8721 8734, 8735 176, 177 8626 178, 184 11976 to 11978 11975 11977 8633 8633 n 8634 8699 n 8705 n 8995 710-143 n INDEX. CERTIFICATE—Continued. Forms—Continued. by incorporators, of abandonment of pur- pose to form corporation.......0..... by foreign corporation, appointing agent.. of payment of stated common capital of no-par-value corporation PAGE otaeliva «ae 190 CERTIFICATE OF AUTHORITY— Po eR ee ree ee eee. Fraternal, benefit, SOCLCLY,.<.:....<...0.. setacke te aks e DEAT IN SUT ANC Sa sCOMIP ANY sie irs goiter tons sone sonctese¥ascnero taht renewal .. #88. i. ainaeietad 19. OULRG Insurance company other than life............ POMC WAL cscs val tecWcye us napohe vere aiisayereb ies ese ee acai Iate Credit Guaranty company............ esaewae i. 13% Burglary insurance company (mutual) Foreign corporations, to OT CRA AMMEN Gop cns ditlcyodsyiclnses-desstre voces taxevokexoton- (We 1ON0S building and loan association.............. CATICOL ELON ge o-irciia cle iai tcl «ns acre cn ae fraternal benefit ‘society... 00). D. se insurance companies CSNY ODS Salo Sean fe uo amie G3 expiration | AVE * 1, ik Gk IRE sans recording and publishing............. TOT GSN R Na RAE a I ee wats t ass iabevjoWolane ecto +e (cps) Ge IRENE CTR MONEE OG Sin oe Oa ong Gone OD INSUFANGE COMPANY... 0.2... ior. Sele olen MS expiration renewal 5 = oles thw Sete s 60.0 ele cle life S(O ema ye One .e 010.0 20.0 eats 0 ie leidite 016 ie « eushe ois 0 0 6 oe 6 ee 6 ow wo 6 Oe, 01 61 0, 0,01 0 Crerere . organized without the United States... mutual life protective association......... expiration TENCWAL 5, pcre 055 MERE Sole Pleo tee. ITS. revocation insurance companies other than life....... revocation TRAN eats cachet tom foro vs! ltel ie hes, 258 transfer, regulations as to ............ 167 2326 INDEX. CERTIFICATE OF STOCK—Continued. PAGE Forms—Continued. lost, regulation as t0O......6.e00e8e 00. 167 lost, bond to corporation issuing new certificate in lieu of ..swciisisueil. 318 CERTIFIED COPY— Of articles of incorporation ...........+.2..208% Of license of foreign corporation as evidence. Of orders of public utilities commission........ Fees of public utilities commission for......... CHAIRMAN OF THE BOARD— Duties, powers, eteifesidie «<6 sori tlulent se. oddey 82 CHAMBER OF COMMERCE— Articles of incorporation, form ............... 238 Directors number and qualifications .............+.. Glection. ANATOLI: na metiem Si Glus acts ae ope whe Members, : €XpuUlsion, ClCAigcarn - try: spex74eole amt verbo families, provision for ...........e-eeeee- Officers certain specified ......oda-sooraieh. least mer» election and term pide nisi nib anh dakar ts Oath Of Offfce, oo: seseys te oat tae “parE Ree DONS ),. URS Fe acy 'sieissensyseerqey sit OREO AEE Pe Powers Peneral yard ow Mee er seleetomy Shak heise eielek ole to’ appoint inspectors .. i> esis ain'o5 barnid ime to acquire land and buildings ....... bewce iss Arbitration: COMMIEEE.....6,4. ).:5G.%. MIETOTIAAU, Seno waligs 8785 to 8787 Of insurance companies other than life......... 9515 CLAY AND BRICK COMPANY, form of articles.... 125 CLAYTON ACT— EXGOTPtS LYOM <4 .hce meget pauls mao ere 2259 cLUB— Regulations, form: of ii bacanuy J2059. Jwod iw hh 174 Organization as corporation for profit, advan- OB ie. 10 ahs sais ioe de ow ned cna 76 Articles of incorporation, forms tennis 4, sly alan ty Oe ala Woh elon meer eh les Oe ae 151 athleti¢’ .s 235. .8teiinds 10. halanr a), 236, 237 CAMO GME So es over ofieted wn a ay'evet erst eeu ccs) SORES One RECS 237 TRUATCEL 7 Wasa ho Pet hcied dak ob au Neel 242 political”. |. jectagt . pAlastoes... alezaewn.. 243 BOGIGE: (i. “i sen jemi « vin ae see aoe eae 243 NG io. acne asnreragerqrncercie, tele GA a RAONERG 244 CLUB HOUSE, Corporation— Time of .annual election 2.02 2o50¢cecek on ches 8646 Articles of incorporation, form of ............. 239 COAL COMPANY (see also, Mining Companies) — Railroad company, and, not “kindred” corpora- TOT a oe ane ge oot nho este eerie TTS 8683 n May engage in manufacturing when ........... 10142 Form of articles of O°C cers ee rnire eee 126 coOoDE— OF regulations | 63). Oia Rhet Alea ca peda 8701, 8708, 8704 forma .0f" . cee ia eee 167, 174, 251 ° Of by-laws 2. 0 oe sce ae wots SOR OE RTE. RRA 8702 form of: ...... )9¢gtaty ee at. sn aaa 186 . COGNOVIT NOTE— Of corporation, authority for execution of...... 1021 8660 n INDEX. : PAGE COLLATERAL ATTACK (see Directors, Officers and Agents; Contract) — COLLATERAL LOAN COMPANIES (see also, Pledge) Articles of incorporation, form of Capital stock Vimitabion ON F. oy tee. otc Pa ee SAR par: Value ‘or pharesorers VISns, VPM SI) Ss what amount to be subscribed and paid, be- fore business commenced ............. Loans OL WBE (ROCUP LEY? oi i ior gteranetetaretete all TOW IMAGE Ls a tedews toe rere tetas. POEs Si Ae rate “of* interest \.:. [UUs ORG CEL PIOT Gapenned (Ol, MIG fof. LES SR MEMOTANGUM (CALA <.+.,«r.+srore ole oS ee hel TOdeMPtIOP ORNL bli RE IED IN GTO ES oe oes, SREP OI. VA ITA OB SY ath Powers TPAD ROP TOaIEN te, Bot SPOT. techs oe Oa ea can not receive money on deposit .......... Property pledged COMPAHy LO Insure sT SH, JM AION ET E IM POCOMIPEION VOL SC BET. Tie eaten rere eiere's BLOM OL LG falics. chale toes ira tosencVoro tote te varehoterats werdvetoratate'e disposition of proceeds ............... COLLATERAL NOTE, forms of ............. 320, 321 COLLATERAL SECURITIES— Power of banks to loan om «....0:. «00 © cfesthnsusarty: COLLECTION— Of subscriptions. . i... 6s oie. end seals wie eieees Of statutory liability of stockholders .......... Of commercial paper, ete., by banks powers of banks ......... cece cere cece e ers COLLEGES AND INSTITUTIONS OF LEARNING... (See Corporations not for Profit.) Academies power of certain colleges to maintain...... TIMCAEY ed ren cdercccndasnscncne ines MOR ATES Facciaestctinse has c's ote pie ood reve ate SM ia Agricultural purposes, what land acquired for.. Articles of incorporation Bette te he Cite in oreo wre ooo se ne emer 239 AMICMGMICHUMOL yile chevelle ever e-al yw eps ay esate seen amendment, by stockholders of certain cor- POUAMOUS . 5 Sa cdia sie eo oy ehe ae peeenenes organic rules may be prescribed in, of cer- tain corporations ........+sseseseeers amendment of ........eeeeeeeerereres PRT Ct OLLOO Laie RAE D1 a. vane aleues oy ou.) vier vie! ao)» ened aAodoie SPeibisel 2331 SECTION 9857 to 9863 9857, 9858 9858 9858 9859 9859 9859 9859 9861 9862 9857 9857 9857 9860 9862 9863 9863 9758, 9765, 9781 8674 8694, 8695 9922 9960 9972 9969 9966 9972 9966 9966 710-133 to to to to 9989 9964 9962 9977 9926 9971 9968 9972 9973 9977 9922 9968 9968 9332 INDEX. COLLEGES, ETC.—Continued. ; PAGE Conferences patronizing, see Religious Bodies below. Degrees conditions precedent to exercise of power of college, etc., to confer COxtaIn WPROPETOY. cots dav.stst... on s.anotiDldaes. boa aaleet 9951 privileges, how acquired by existing cor- OMAGLONA tiie Aeaicid aa unis satay PETER oS 9952, 9953 TRUSHCRSra sn asl aes MANO Ta hethiel.aus 9954, 9955 Religious bodies or conferences patronizing representation on board of trustees......... 9934 to 9943 how right acquired .iy.i...20. se ee. e. 9934 AMO IOMAY, PALTONA | oils oo a BISA. die 9939, 9942 Tight of, ceases When ..........0:0:5 Meisels 9941 Visitors pada. oNastiys Paw). ie). DAR. 9940 trustees president, ex officio .......++.++6+ 9935 Classification ting. (hailesiesnans : 9935 POT cols Canoe oy sl ue ES le Ms FIL Tta LNs Mee 9936 PHC AIIOR eo hk cite eats 6 LOR maha He increase MMe ile a nciei a vatajelsie Sas eee s meee DPSG HDR NGA ale EAMES, CURECAE RP SOn ORCmr eos CLO LEO coe QUOTUN 6 is cece cw ate eves 2334 INDEX. COLLEGES, ETC.—Continued. Religious bodies, ete., patronizing—Continued. alumni trustees how’ provided. tots niin. auaseea ces election wed sb4s ics cotarabee id teal Ghttiini) Widiters, 6. acter os os ee book one annual conference, synod, ete., patronizing alunini . trusteesin ( sitalfes 4. oy arebs OR OLED, CARS De SD © eis hk Le 66 ek ee in ee eae Reo CF Bee 6 o'o awigiah oblate » tm lp histbl ola Stock change of, into scholarships .............. endowment BAM 0) 6 OST me Sis ld le oes © 9.6 dS 51s bd bib Stockholders SSAESSMENTS ON Vn oe mom cee ea ne TAI Bile BE distribution of assets among, of certain cor- porations .. . amendment of charter of certain corpora- tions; “by. ......:.0.. dedzstihn Booted. Biv Students degreesicn,. foi. Caanltugiieaga »vuuedaweesdo expulsion or suspension .......0....cecee, Subscriptions for, validity .........s.0c.0s.0% Synod patronizing, see Religious bodies, etce., above. Taxation, exemption from Sidowment funds iidiws cdewdcer cs ft ODE. Trustees number , . 2 Su0e 0 BPA Ue 6 408s fie ee is ke Pe Ce wt Ce CE. 6 Cae EF OEE Oe BOE e6 ohe ee VACANCIES [ie FRA MAR) ERY be die os when filled by sgovernor=:i%/........4% powers to appoint faculty ............ 00000 0k to confer: degrees 0... cn ccecercewdldle dak tovadopt, by-laws |.) c..i0 0s PRM to enact rules and regulations ........ to change!‘location®! /o...4¢. Jealiinag.. 02 to ‘borhowPinoney .ash50h ce phd Reeaca eee to mortgage donated property ........ of colleges patronized by conferences or other religious bodies election by conference or other body... president, 2 trustee ...cvcveoes.@eebe alumni’ trustees) isin de siealiebegeee of colleges patronized by one conference, ete. increase ‘oftruateon. 6.46. os ss edhe Soe alumni trustees: |... cscs « 24 2iTiae elers bie colleges under ecclesiastical patronage...... president, ex officio a trustee.......... SECTION 9944 9945 to 9947 9945 9949, 9950 9955 9925 9925 9927 9972 to 9977 9927 9927 n 9928 9980, 9981 9956 to 9959 9965 9966 to 9968 9922 9925 9924n 9929 n 8656 9963 9963 9930 9922 9922 9922 9925 9928 9932 9932 9934 to 9943 9935 9944 to 9947 9949, 9950 9950 9954, 9955 9954 INDEX. COLLEGES, ETC.—Continued. PAGE Trustees—Continued. certaincinstatutions,1 Of 1. .0d A. catth comisihaimrs compensation prohibited ...........--- ineligible to office of profit ..........- duties of, attorney general may enforce. colleges not under ecclesiastical patronage, of, increase in»numMber \.. agin nse neces SIUUMETTIMVETUSECGS, [2,0 21550, one, oy sreusaeoeunsenecra Shek president, ex officio, a trustee ......... Trust created by will to establish school organization of corporation to administer... MIDAWETBICY. «TBE ioc cesaccnctcnsectcuestceneee ieee RUAN ETQUTS Will, devise or bequest by, validity .........-. COMBINATION (see Monopolies and Trusts)— COMMENCEMENT— Of corporate existence ....- 1-6 ee eee eee eee eee 932 Of business by corporations generally..........-. 932, 983 by foreign corporations .....-++-+++e++e+: Dy banks. -. crsmesncccecessiarelesesesenese Goble gi 6M « by building and loan associations .......-. by insurance companies life’... 957 accommodation paper ..-+-+++-strtere 957 corporate note payable to officer....... 958 OLHUeINU UPRCCIIIIONT Glee gente ec rene en ects 958 Bona fide holder, rights of ......+---++s+s0e 957 Personal liability of officers on ...-------+-+': ee Form of articles of company dealing in....-.--- COMMISSION (see Public Utilities Commission ; Taw Commission ) — COMMISSION MERCHANTS— i constitute doing business in the state, WHEN «so SIRGII TOG TOGG soak. 104 HG ade 42 Sales by foreign corporations through, do not Deposits in banks, by ...-ss++-eserr ere rtte ees 2335 SECTION 9972 9976 9976 9977 9978, 9979 9978, 9979 9979 10085 et seq. 9922 9924 n 8627 n 8627 n, 8633 n 178, 184 9715, 9720, 9721 9645 9349 9522 502 154-39 10144 to 10150 9469-1 614-34 710-124 8627 n 8627 n 8627 n 8627 n 8627 n 8627 n 8660 n 194 n 710-117 0 2336 INDEX. PAGE COMMISSIONERS (see Public Utilities Commission ; Tax Commission; Blue le Law)— COMMITTEE— Standing or permanent, of directors ...../..... 76 *Executive, of direchorstO) pi Re aleane an, 76 OF DAMES 5.) SE A ete cetnseiAiet ans OO SEI, Ges BUD MWCS 9 PPE Sie NT eh Ee pa on 76 Forms executive committee regulation authorizing @ forms)..172, 173 by law authorizing + c-scceteruccvetecsnsteraretet vere 187 COMMON CAPITAL— Of no-par-value corporationy) }. 2. ena 31 Form of certificate of payment............... 190 COMMON CARRIER (see Bills of Lading; Public Utilities Commission; Railroads)— Telephone conipany- 18 -a -.-.-.:.-rererora de RRI. CME Pipe line company -18 @ %..2..0 0 e-s PORTE Power companies, certain, aT@ .... 2. cece eee eee Purchases of supplies by, federal restrictions TL IF a a icicle taciia? analassh el ost ola vot a 2262 Rates of fare, power of general assembly to regu- TALS 5 a hakcties Vek petal evan over chavae on ARNT EA NCE 400 COMMON CARRIER COMPANIES ................ Appropriation’ orproperty hy. : 22. ccs ee ee VEY Co ia ar eres parycrcin Sareea oS ch A, Stock of, power of other corporations to acquire. POrarr or Articles OF * «+f. e/stahhchehahatarerel hata aet ots 126 LAB ONS Ra UF See i ime Acne tee Re athe mre ean Sc Relative advantages of preferred and........ 28 Entire capital stock maybe vs ee DONG rie cade aoe ge cee aie eee ee 23 Change of, into preferred, by amendment to Cg hel 2 arian Sermne Speers irene wriviy tr isior Rider ING *DATSVHIUO. '.. on Sethe s we ae Cea eee 31 TGhenee SOL eke a cts nko chntan satel bak ee ee PROOUCHION OF eee a terete earns eae te se ree COMMUNITY FUND— Af tS) tO, WHO: AULHOTIZEO «<4 cus Ooms. oihce! uke sae COMPANY— Name of corporation for profit to ena with word. Word includes tints 2s in standard policy Cb i... sda aly by Saeupasivnd) Abin tens bites COMPENSATION (see also, Salaries) — Of directors and executive Officers....... 80, 1043 regulations may limit or provide for. .59, 1145 agreement as to, prior to incorporation. ... 997 Of promoter .....0% .90, Univer). simitemapina. 939 In appropriation proceedings, see Appropriation. SECTION | 9728, 9729 + 8728-1 614-2 10132 10132 Const. A. 13, § 2 10170, 10171 10170 10170 10171 8667 8667 8669 n, 9699 n 8728-1 8698 ~ 8700 8730-1 8625 9426 8704 — 8647 n 8627 n INDEX. PAGE COMPETING— Corporation, power of another corporation to ORD GALORE GIN sf wr i.id ob Kaptan silos ca sds a o, Railroad company other railroad companies can not hold stock Dee fe oka okeseeop oveFon er choy or on cy apenie AOR, ARTO 1254 can not be purchased or leased ........... WEG ETCONGUMMLGR SoS bcs ed cie'e sv evce ac Da: 1256 powerto.consolidate. ..(. . dasucd .adiek . cash COMPETITION (see Monopolies and Trusts )— Unfair in professional business, corporation ean not Comte MOE SLs. 25. abe es RS BITO Se 916 COMPLAINT— Public utilities commission, to ................ against railroads OhtperOr MNOUey (lee ere oe oe tery. BSTUOMEALCS ELC. Matar eee rn Ce eet COMPROMISE— Of subscriptions, power of directors..... 968, 1094 Of taxes, fees, penalties, power of attorney gen- eral and tax commission ............. BT EDS 2 el a aC CONCERTS (see Music Hall) — CONDEMNATION (see Appropriation) — CONDITIONAL SUBSCRIPTIONS ................. 971 (See Subscriptions. ) CONDITIONS— NNT A as eo E at aon as a) 9p 0c ves coon es) ot Moke ere wah 971 performance of before suit ................ 1086 Precedent to election of directors)... 20.00... 984 to beginning business ...........-.0000 00. 983 IN BUDSCKIPLIONS y secs aie vy 0 KLIMA REVUE OP. 5 971 TO SUITS ON SUDSCTIPEONE bio wic ond cinder es ps 1085 Subsequent, in subscriptions ........cseeeee ees 973 CONDUCTOR (see Railroads; Interurban Railway ; Street Railways)— Ag ‘a. fellow viservants wobahiowwhl).ase.)., 1415, 1416 Penalty, disobedience of order of public utilities COMMEGRION Ni %..:0¥s Bits sais Los ta oil Police powers of -siseuna.to .deois ct .anatigqivn Restriction on hours of employment ........... Mervice of. process, on; .geriaxilashiqus.ae.Koltge in: 2337 SECTION 8683 8806 n 8807 8807 n 9027 8623 n 614-14 524, 614-21 579 524 614-44 614-45 8630 n, 8674n 5524 8664 n 8630 n 8630 n 8674 n 8635 n 8633 n 8630 n 8674 n 8630 n 9016 n 586 9156 to 9159 9007 11288 9338 INDEX. RAGE CONFIRMATION— Of contracts of promoter, by directors.......... 939 Of sale of cetietery Prounda: oc. icn eee en eee church: propertye blk dom maoveaimngms. bs railroad}.qpmlicialisale ob ijl atentercyanthe TUN PIke) so. sedarsior jeri SORSAL tO, Leet CONNECTED— Railroad companies Whats ATC. ci eee ee ete es ene a aera 1255 purchase Or lease OL weioe end esskelsce, sevens eres aid by subscription to stock .............. y traffic guaranty; ete. .\. 0.3% 1254 consolidation of Wie I tT COMA Tee. oe ee CONNECTING CARRIER Railroads) — Liability of initial carrier for acts of.......... (see Common Carrier; CONSENT— Of tax commission, necessary before registeré ing transfer of stock of decedent.... Of stcckholders to increase, of capital stock (5.6... ...60:. to reduction of capital stock .............. to sale of entire property . 0:2. 0 eee oe0% © to adoption or amendment of regulations... to issue of convertible bonds ............. GO MONG ISSUE THULE UNE ahersitaaats nets Rhens Gis ees 1149 Street railway, of abutting owners to.......... CONSIDERATION— For no-par-value common stock, form of order of ‘ihcorporatord, Heinle... |. . pina ae 159, 160 form of directors resolution fixing....189, 191 form of consent of stockholders.......... 192 Certificate of stock indorsed and delivered without, rights of par- Cr nh) INE Cree C ERA ee Ort pemterty Gt Ltr issued without, to qualify director...... *...1068 “Value” defined in uniform stock transfer act.. For contract of sale of stock of corporation ““whether solvent or insolvent’’.1105, 1106 For sale of entire corporate property........... CONSIGNEE AND CONSIGNOR— Defined, in bill of lading act Aa) S80.) 3)/0, oe Bleue Sea ere CONSOLIDATED COMPANY (see Consolidation) — Liability on stock of constituent company issued after consolidation. nes twsse.ou GG ont 1059 Suit by, on subscriptions to stock of constitu- ent; COMPANY. . «hl < AMRIT TOR IO RT 1087 Public utility, limitation on capitalization...... SECTION 8627 n 10115 10056 9072 9301 8807 n 8807 8806 8806 n 9025 to 9027 8994-1 5348-2 8698, 9899 8700 8712 8703 8709 8705 n 9105 to 9107 8673-6, 8673-7 8673-1n 8673-22 8682 n 8710 8993-52 8673 n 8674n 614-59 INDEX. PAGE CONSOLIDATION— Banks, of! >. SRP.) vtawen barohet of ans OCS 6. a NG ee 2339 SECTION 710-86 to 710-88 10038 to 10050 Bridge companits, ‘of! .../..5 ee hiOeyees 2h 9316 Building and loan associations, of* 2): ./ Manges 693 SARTehea <3 where ered oe OO re aT LG Gee 10004 to 10009 POUISEOR Ne ie heater at.n eordayonsseens, AG, TN 10022-4 to 10022-6 SPURIOUS 1059 8673 n Contract for, of railroad or public utility to be capitalized at actual cost only........ 614-59 Electric light companies..........00. 0.0.0... 10212 Farm laborers’ associations..................: 10182 Fire and marine insurance companies, of....... 9544 to 9549 Franchise feeCor tax after) so. 00D. 5519 n Fraternal benefit societies, of................. 9475 Gas companies, 680832 401 mvlerr, pax, 29° 10212 Heating’ companies;.0f..5..0.-5::0.. LRT Be 10212 Hydraulic companies, > of. s. A viipela, sol, ps, 10123 to 10125 Incline plane, ete., railroad companies, of...... 10212 Interurban railroad companies................ 9121 Life insurance companies.................... 9351 to 9356 Manufacturing companies, of................. 10139, 10140 Mining companiés, ..of....:.:.....A4° 08. 02, MOM: 10139, 10140 Movable or rolling road companies............ 10212 _ Natural gas companies, of.................0.. 10212 Public utilities commission consent of, when required WOUs UsHop, 2 .BATIENS, Th. 614-60, 614-62 Public utility companies, of..............0000. 10212, 614-60 et seq. POM UIT OER COMEIAIIOS oc 2. ods lace Dies we ane wae 9025 to 9046 roads within the state............ 0.00054. 9025 continuous “line. 2. ai aboeoo. a. A 9025 n, 9026n parallel and competing roads............. 9025 n powers pending consolidation............. 9025 n by lease or purchase of other roads........ 8807 to 8813 domestic with foreign company............ 9026 consolidated company a corporation of BGT BUREO oie ome io ese a oreo WIDE ME 9026 n right to remove cause to federal comet fl. hh . DOIGTARA | ei 9026 n CONTINUOUS LIMO: saharoire ss reine re rotaraeth ds. MECH 1422 9026 n Geclacton...,.Awte. HRs Udi. SHAN Ley 1422 9026 n consolidated, further consolidation of...... 9027 procedure joint agreement by directors.......... 9028 ratification by stockholders....... 9028 filing with secretary of state...... 9028 necessary terms and provisions.... pops permissible provisions ........... rth Oflecbwoohn . insidsirs bacon. . 10s bis 9b een defective, how cured........ bees meetings of stockholders of constituent companies, who entitled to notice NEN wd se ce rake ote uate so.cics!sdn © ao lene 1425 effect of ; formation of new company by extin- guishment of old........ 2556.00: 9031 to 9033 9028 n 9029 23.40 INDEX. CONSOLIDATION—Continued, PAGE Railroad companies—effect of—Continued. - on removal of causes to federal court... .1422. on stock subscriptions............4.. 1436: on dissenting stockholders............ 1434 consolidated company officers election Olt, mea ae Cpeie gee eaaee ke principal office of...:......%....- Beime records «+, .+olte- -bornai-.,to -eeds - 1 ACtOBABMOOINEY .: 5. popes Bere phe stock, may issue preferred........ 4401425 4 taxation of... -vive daos- basiden dan dy rates of fare may be regulated by legis- FATUT Oo so ie cians none 3a + « ETE ENO liability to unregistered. pledgee. of stock of constituent company.....1425 ‘ directors of number and residence to be stated IM $AQTEEMENE oo). 3.5.0.0 e, Oe) = 28 meeting for election of... .¥...0.% annual election, where. held....... two, must reside in Ohio....... tes property of constituent companies vests TD 3 o- boy> 58s epics andi ee aC subscriptions to stock............ 1436 liens, UPON, ..-,...,.6oigagaves ROS % liability for debts of constituent com- PANG sive .nter -GonOD. Gieeinnwes proof of charters of constituent companies unnecessary, when. powers to dispose of stocks and bonds ac- quired by consolidation...... to issue bonds to pay obligations of constituent companies ........ to lease or make operating con- tracts, (....5 0. ween. peri to maintain and. operate railroads purchased (5202.5 AERTS. to acquire capital stock of com- panies operated by it under lense; 'vetGi. no% ha seek) Ie ae payment by its own stock.... property vests in consolidated company i 04 PURO eee rights of creditors and non- consenting stockholders... fee where capital stock in- onedaedutis Dan. gontind eiitas constituent companies status of, after consolidation . agree- ment, filed: cies sere sndSVN TT SANE 1426 status of, before consolidation agree- ment filet satan. ta, cco biniaa ee 1421 debts of, liability of new company for COTES, 2's Cg His MAisiaNs BS ROM Re RE 1434 claim of dissenting stockholder’ of constituent company ........ 1434 SECTION 9026 n 9038 n 9038 n 9037 9043 9043 9044 9028 n 9045 9025 n 9028 n 9028 9037 9043 9043 9038 9038 n 9038 9038 9046 9039 8801 to 8804 9039 9039 9040 9040 9041 9042 9042 9028n 9025 n 9038 9038 n 9038 n i} INDEX. 234] CONSOLIDATION—Continued. PAGE SECTION Railroad companies—constituent companies—debts of—Continued. Kien for. .zawsle uigie. te ea artis 1434 9038 n equitable lien .... .boxnses. wed..a 1435 9038 n action on, charters, ete., need not beliproved)+. Jiu eiwa ged SRO 9046 limitation of action.............. 1436 9038 n directors, powers Of../.0...0.0ceclee e 9028 powers of, until consolidation consum- Wma ted, 400.950.5206. Sato adi on 9025 n powers of, after consolidation......... 1426 9028 n property vests in new company when.. 9038 stockholders right to compel operation........ 9025 n meeting of, to consider consolida- TOR! ditod 6d tart Cesredead «bas 9028 BGUCES OI GOs eo y sy, - 1425 9028 n dissenting, rights of............. 9034-9036 to be paid value of stock..... : 9034 arbitration of value of stock.. 9034, 9036 foreign corporation, of....... 9035 Religious societies and churches............... 10004 to 10009 periahesy Oe pervs, Linkacs iy eet us 10022-4. to 10022-6 Safe deposit and trust companies.............. 9844 to 9849 Savings and loan associations................. 9844 to 9849 hip ecangdicdmpaniess).. .......... anes ntrie doen 9224 to 9226 Street railway companies of................:.- 9121, 9127, 9128 9137 to 9139 elena ph. companies (i105 o's) « « are nt > wg Peters 9190 Pelephone companies 205 . a. eyserins erederelye oe 614-61, 9190 Turnpike or plankroad companies............. 9274 MW aLer companies pefalon . tu. Gt) we rani SS 10212 Forms of agreement ToUTOad CORDON ICANN 8s coe teens 285, 288 PeVPious Soctehied 224s He? satis ids ei hr 299 CONSPIRACY— To depreciate price of stock, liability of officers.. 1035 8660 n CONSTITUENT COMPANIES (see Consolidation; Railroad Companies) — CONSTITUTION— Ohio banking powers, association with, laws au- thorizing to be submitted to electors. 402 A... 13,37, bank, banker, etc., use of word, in name, i‘ MESHOICBEC Ml serie. che «e's ss ss . dey “4 a 400 A. 13, §7 corporate powers, can not be conferred by Special ACh Ap emteerraaas- In. eaieissh Bo: 399 Ay loiesul corporations “ regulation of by state DihBiniad Er Cid AEROS ON RIOR PS Cee . £00 A. 18, §2 issue and sale of stock and securi- LOS UMD a ie ser tecsyh cals ace srshoaxe untae 400 x 13, § 2 sale’ of property. ... 05.1... - 20. 400 A. 13, §2 aid to, counties, towns, etc., can not 4 BIVON, 6b aS PPC ed en ea ee ene ee mM 396 ATG1.8 So aid to, state can not give, or assume EWES SOLMSLD verre its sity Or tiers lerer leads 397 A. 2342 INDEX. CONSTITUTION—Continued. PAGE Ohio—corporations—Continued. | appropriation by, of right of way...... 402 due from, how. secured..........0..9. 400 general laws, formed under........... 400 i subject to amendment or repeal... 400 insurance rates, regulation of......... 398 property of, subject to taxation... ,... 402 stockholder state can, not, DECOME axa nae cre aees oe 397 counties, cities, ete., can not become... 398 liability. of 94. LAGER WOE, Is BION 3 400 rights of corporation under to enter. into contracts). 220i ed 949 to acquire, hold, and dispose of property 950 regulations and by-laws must be consistent With h. .0. coast lig sone aE effect of, on special charters. 2ij08 0200. United States corporations as “persons” and “citizens” Underottinws an LO OU HAIR IAT. 428 CONSTITUTIONALITY— Of anti-trust act OPTS Id TAChe NSE 4 ONE al SA ae Sort val nate ee proof by general reputations. ......05..200. Of subcontractor’s lien on railroad............ Of statutes conferring power of eminent domain.2116 Of foreion ‘corpoération® lawstrhiate ce a. 409, 429 Of tax on stock in foreign corporation......... 420 Of tax on public utilities EX CIRC MLA NE aceite rare umes eee aiec i amintcae ree ore taneme PLOPEIbtyicaAR Ap oes. WT. Pea ren wearele ac etdtetece Aes Of franchise tax on corporations.............. Of public utility and tax commission acts, effect of invalidity of one or more sections... CONSTRUCTION— Of statute conferring corporate powers, rules of.. 945 Statute conferring power of eminent domain, of. Umitorm Stock viranerers 2Ct Ores. s ate tetera steerer ts Uniform bill of lading act, Of 34024... .)e eases ss Of subscriptions to stock Statutes Mas |B PAL Ua ce can tense cokers tere hans 970 stipulation for interest to subscriber....... ite CONGIGLON A MLIh erates s trtlt ie tena ec ere aieca eee tenet 973 Of regulations jb. «pease ta Mec © one ae ae 1141 Company, forms of articles of incorporation.. 127 CONTINUING— Existence of Corporation, . . 02 9- os+s p22 02 re 5 Offer, subscription before organization as...... 16 CONTRACTOR (see Mechanics’ Liens)— Pienkof,: on Peilroad +i -vaaeensleek colton aioe wea eos rrr PPP Pp a PSPC MURR Or > wWOkt PONNDWH ie 8627 n 8627 n 8701, 8702 8733 n 194n 6391 n 6399 n 8343 n, 83746n 11038 n 178 n, 194n 192 n 5450 n 5450 n 5495 n 584, 614-82 5493 8627 n 11038 n 8673-19 8993-51 8630 n 8630 n 8630 n 8701 n (8343 to 8353 8376 to 8380 INDEX. | 9343 PAGE SECTION CONTRACTS (see Directors; Executive Officers; Officers and Agents; Subscriptions; Voting)— Between directors and corporation..........4.. 1024 8660 n Between corporations having directors in com- DLO re es ok ee a Se 1026 8660 n By corporation to repurchase stock from buyer, 973, 978, 956 8630n, 8627n By corporation to sell stock for stockholder.. 957 8627 n Corporate should be in name of corporation.......... 1020 8660 n power to make is vested in directors....... 1018 8660 n refusal to perform, power is in directors...1020 8660 n stockholder not authorized to make........ 1020 8660 n power of receiver to bind corporation...... 102 8660 n authority of officers and agents conferred - by’ regulations. 2:25) 220.0. 1043 8664 n Dy nemuteseence 7.07. SPIE, EOS. 1019 8660 n by resolution, ete., of directors........ 1019 8660 n LPPALED LAM eee RAS ABN ee eae 1019 8660 n ratification of unauthorized acts...... 1019 8660 n duty of person dealing with agent to PAU aS FEOF Ae ere: 1022 8660 n by what officers signed.........+... 79, 80 FLAUCULEMHYACTS. *: tine: ae ae ee 1022 8660 n presumptions and burden of proof authority conferred by statute. ...1021 8660 n by Feowlations 74 s4.525.44 24 the 1021 8660 n instruments under corporate seal.1021 8660 n PLOMMUSSOnY = NOLES yoeaes a eee. 5 ohne 1021 8660 n payable to officer personally.1021 8660 n COOTLOVIUATIOLES ema ae st re ss ote «bbe 1021 8660 n Cliantelsmonrtrages 65.5 ie hs ener oot 1021 8660 n verbal statements, declarations, ad- Vimy Neto KOg A=) ttc cut icies tas are Hea ROO EGO ID 1022 8660 n ' Director, by, limiting his freedom of action. .1017 8660 n Or de tactorcerporation ye on es 936 8627 n YO IBCLO ETOCLOLAt AS 5s 0s ei St ke saben se 1013 8660 n For consolidation of railroad companies........ 9028 Employment, of corporation, when binding on purchaser of entire corporate prop- CELINE cc eg ci oonpa MCSD ary ORT OR ROE aC ICR CR 1156 8710n For sale of entire corporate property to be authorized by three-fourths of direc- Rt he te, PAE ithe, Fino) eee cela bn wos nash dian t's 8710 ratified’ by stockholders.............- 8711, 8712 deeds and’ conveyances Of.........0..++-+: 8712 dissatisfied stockholder to be paid value of stock..........+-- 8713 arbitration of values. ..0. ese cee eee 8713 to 8717 For term of years binding on future directors. 948 8627 n For pledge of stock 0.7.60 eee eee ee peso UM 8682 n Foreign corporation permission to enter state as a......-++4.. 430 effect of non-compliance with law, on...... 426 Fraudulent, suit to rescind, when may _ be £5 brought by stockholder........-+++.55 102: 8660 n . 4o Guaranty, power of corporation to make....... 959 8627 n 2344 INDEX. CONTRACTS—Continued. PAGE SECTION Illegal lOCTOLY: -:.> «2.0 h eae etae A ok Caan’ 950, 592 8627 n, 702n violating anti-trust law...........0se+ «so 6393 to perform medical services...........4.. 950 8627 n In restraint of trade : agreement of vendor corporation not to re- engage in business, when binding on RLOCKMOMIOPE GFE. oss entn a cee cnt ae 1156 8710 n Limiting statutory power of directors......... 1017 8660 n | Municipal ‘corporation, with, where official is stockholder. or officer; j.ciescsersys) «bis oops 1027 8660 n Municipality and public utility, between, as to price of gas and electric light......... 3983 Of corporation, stockholder not personally bound aly -"5., . cam itaurmerac.s ~ unk otete tances 1118 8686 n Of sale of stock when must be in writing... ca ktad peoe-eals 1105 8682 n breach of, by buyer, remedies............. 1106 8682 n payment to be made out of dividends...... 1105 8682 n of corporation “solvent or insolvent’, con- SIGCEPAPION » «1. aban: hawienikteneise 1105, 1106 8682 n agreement of seller to repurchase......... 1106 8682 n agreement of corporation to repurchase..973, 978 8630 n Of “SUNECTIDUIO © O8..cx. 2 ae ose, hoa aati 968 +8630n Bower ‘of‘corporationto make. ©. 5.0.» « «adn oh 8627 Presumption as to validity of........0....0.5 949 8627 n Promoter’s, with third persons, prior to incor- DOLAUON I ee ee ee mete eet eas 939 8627 n WSCUIATONe ear fan keratin. aah dere et eee 8704 n Of stockholders, to pay corporate debts........ 814 8686 n To organize and control corporation........... 939 8627 n To procure corporate office or employment...... 755 8664 n made by ppeemoters ef. SS ee weakness Sh 939 8627 n To transfer stock, separate assignment without delivery,jof ‘certificate’ 16 8... .mecinarrs 8673-10 Mitra: vires” Set. vomytiaw stay onehspanae aid cael 940 8627 n Unauthorized regulations may be sustained as.. 833 8704 n Wsurious’ interest, Tors: sche. vis scoters tt ches eee 949 8627 n uhder. special charterg.c)} onan hucdiae bo 949 8627 n Forms subscription to stock before organization... 300 subscription to stock after organization.... 162 subscription to stock on separate blank.... 163 COUsOlLd ation! J.B es eterna net 285, 288, 289 votiig’ trust 2. Pa apn rsacecetded tes oka 303 Agock ‘pooling’? wai 0Pel 3, SARA ete hel be 301 OPtONE FINE, Biss acs to aii 301, 309-318 bondholders, corporation in default........ 390 bond pooling: 0. RIF. 79. Aben blak Rieke 385 escrow, under Blue Sky - Law. . saswhiew cle om 284 ONG ePWTIGINS p5qyhavti by eens noo meet 331, 333 Bymdicatony ppmarattiah «acs geek Cassi era ss ten nts 322 by corporation and officers to retire from DUBLINER . '. 2'< >. cahea ae ad ie ee 308 CONTRIBUTIONS— Power of corporation to make..........e00-05 8730-1 INDEX. 9345 PAGE SECTION CONTROL— Of corporation, agreement before organization ERS TE RSET ec ok on aud Oh operat alan sy arte atic avin Soe 76, 939 8627 n Purchases of stock to obtain...............0.5 977 8630 n Of directors Dy? GEOCHIM INS. ASPIRE Byte cele sion once 1016 8660 n Dy. COUFE <5 5% - mphorptnistones Sloe wh sadcee 1017 8660 n CONVERSION— Of corporate property, liability of officers...... 10384 8660 n Of pledged stock, by pledgee. ow... cee aes Mo | 8682 n eet RD, SOLD oa on aie wiein ns a ind seared ane 8993-37 Wrongful refusal to transfer stock is a......... 1066 8673-1 n Re Er, ONS 9 oe Sate nro on wm pe we hin iene 8709 CONVEYANCE (see also, Forms)— Corporate property, of POPE PAI SE ROENttON 2. i oils opine ely ac sens *, 953 8627 n should be in name of corporation...... 953 8627 n word ‘‘successors’’ not essential, when 953 8627 n corporate seal, not indispensable...... 953 8627 n but affords presumption that in- strument is authorized....... 954 8627 n officer or stockholder as witness or HONEA PA AO RCA TERPS a Rea TORS 953 8627 n execution must be proved............ 954 8627 n ANI PMOEMG YM Ole OLIGET Sivas a sherele ariees crea 20 ais 953 8627 n MOLE Rete yh costs haters A Be 8660 OLA COL SMEs. rs 2-82", teat etn fe ne otihete Mate 1021, 953 8660n, 8627n deed under seal presumptively author- IZCOM MAY A Rear.” MARS isis cma siieiela > 1021 8660 n to acknowledge- deeds............%4:. 953 8627 n power of corporation as tO...........+.... 8627 ENLITE PTOPerby el sess oes so «2, elo oes 8710 preference to creditors............%.. 1116 8684 n corporate franchise .......-.+-.2+..: 952 8627 n property necessary in performance of public: duty © ..c.ssesteerseecenes 952 8627 n COOLING COMPANY (see Heating and Cooling Company) — Form of articles of incorporation.............. 122 COOPERAGE COMPANY, form of articles.......... 127 CO-OPERATIVE AGRICULTURAL ASSOCIATIONS— BCE ei eiejo so cle Re Ay es Eds BE 10186-1 to 10186-30 CEANITIONS IN “piesa ees ss Pelee sie eT EOE ee 10186-1 independent sections .....+--++seseeeeees 10186-27 prior, associations organized under....... 10186-25 Articles of incorporation < form and redial (Wea Pees dade OF TREE 10186-6 ATU GUCIM OME | ic clk ell faeces) viel eae 06 wi nie Minerale 10186-7 linge toes vatris Keialdee.s fa AL BRN IU 10186-30 POrM Of 21025 Wit owl sheik vias oes SALE 156 Business of ; what authorized. ..... esse cece tee eee eee bre how “cOnducted -25 WOVE. Se. She matinee 2346 INDEX. PAGE SECTION CO-OPERATIVE AGRICULTURAL ASS’NS—Continued. By-laws adoptlow fern GU cies sak oz, BETIS 235 purpose! ClANSeEs - n,n 5 cae bin wane 236-244 ruling organization, location............. names and residences of officers....... By-laws, adoption of by trustees.............. Capital stock, may, but need not, have......... 915 Debts, liability of trustees for.............00. Directors. or TGRMSteegs nines ame nha meek ce Sake Expulsion of members power . of, corporation? Cte, ly Qe | 1003 may be provided for in regulations........ 1146 grounds for specified in regulations............ «1003 not specified wo ocvccecrcere dees 1004 rials = BECCEBOTY | 4. F.0d swish glee Sate 1004 NOGIGEHOR 6 sos des gra ce RTA NS: 1004 opportunity to defend............... 1004 before. whom) (i0yt JU", HERS Lat ae 1004 wrongful, \remediese for... .62ccsscsceeeey. 1005 action for damages................... 1005 imjunction. 06... bes bei as TART, omy 1005 remedies within the corporation must be exhausted before resort to courts.1005 pleading ccs. :5 isc ieeagicepaseat ss 92.0% 1005 judicial relief granted, when.......... 1006 acquiescence rin, 5... ete ATR Rs, 10 Soe, Bee, 1006 form of regulation providing for......... 181 Members persons may become, by signing copy of articles of incorporation.............. qualifications of, may be prescribed in reg- ulations +17 9AUEI eh Saher) tae eit ek of religious, secret or benevolent society.... powers of a majority 0f.............% 1007 property rights of 7. c¢26g0 00 ns i eee 1003 SECEABLON -, OF, » iis juidieiel «diame we Gig ek ed eae 1003 expulsion Of 2... vic's secession dee «eee eed 1003 suspense? of... aguante ah x ae 1006 of mutual protective association.......... 1006 Namie, may. protect... <5 «access sss «ot veh Ah 961 President, must be a trustee...3.......00. Fhe. Regulations, adoption or amendment of........ Right of member or stockholder to inspect books.1061 SECTION 8653 n 8653 8653 9972 8651 8651 8702 8623 n 8666 8660 8653 n 8704n 8653 n 8653 n 8653 n 8653 n 8653 n 8653 n 8653 n 8653 n 8653 n 8653 n 8653 n 8653 n 8653 n 8653 8704 8654 8654 n 8653 n 8653 n 8653 n 8654 n 8628 n 8664 8703, 8704 8673 n ‘ a 1 INDEX. CORPORATION NOT FOR PROFIT—Continued. PAGE Ruling organization, location of............... PemoVal iy. erent. . 10. BUIRIGD. MADEN SION fla MICMIDEDE. 655° s'c)e 4 + gare cs sere cous 1006 PERRO MGA cre shen crates ov ah ox eh om rch an cto(on'e 1b coer Savon MC QUAL cAONS. Fi os -. VAG SUD Or ie UDC Taya senor sa cred oy iene aero aig Set MAIO JOEL election MUOTA ae Casa ebneccenecnerdaseccaone Dea term of office PMS Ua BURL C OS bob ote ona. ol ved ola Waa wee int trustees subsequently elected.......... 991 prescribed by statute for certain re- ligious, benevolent, etc., corpora- MALOUS UR s Wal tev chs ceaAe osu chisauoioicyeie: scare Ss) oy axe CIN OVEN Uiercg ey carole oust Fer enci2eVe) si sieiooo ae avals. 0, steel sets SV A CNCLO SW Pela i cogee sagas ioe) siete toralal rede scr. ce powen to’ adopt .by-lawsi? 20 BE oIdan liability for corporate debts............... is secondary to liability of corporation. .1051 for what debts..... sh scale mone BL Le EO 1051 corporation having capital stock...... 1051 suit to enforce, where brought......... Veterans PEM yas ema Wye LOLNLGO DVs. chasierere es, oi 10l 1 ons Vote, right of members in certain corporations to Forms BILIicles OL % INCOTPOFAationN.... 2.26: sy ase. 235 purpose clauses, various........... 236-244 complete articles under special statutes agricultural society .........esce seen: 244 township agricultural society......... 245 charitable trust corporation.......... 245 endowment fund corporation.......... 246 society for prevention of cruelty to ADIMALS s Ve. sles sess;e,pe,0 de Weteiaere BO - 249 farmers co-operative marketing asso- Cuil Ga Gon Doe VEL OOD. 156 organization record ......-.+ee eee e ee eee 249 record book and members signatures.. 249 minutes of incorporators meeting for election of first trustees......... 250 oath of trustees........2---eereneees 251 Teoulations 2... e ee wee eee dint aioe gx 201 assent to regulations......-+++++++4+- 254 cosT— OOP GRCOTPOTATION vee lic ds sass eons Sas eh Fone 12 COUNCIL— : See Municipal Corporations ; Franchises COUNSEL— ” Form of regulation providing for.......-+++-- 171 COUNTERCLAIM— In action on subscriptions.........-++++ssee5: 8653 n 8660 to 8666 8661 8655 8655 8647 8663 8664 8655 8647 n 8656 to 8659 8656 n 8662 8657 n 8666 8666 n 8666 n 8666 n 8690 8625-1 8654 8674 n 9354. INDEX ; PAGE SECTION COUNTY COMMISSIONERS— Use of highways, outside of municipalities, grant by son street (railway. ct... [Pai Rii.j-15dcdeeoes 9101, 9113 to telegraph or telephone company. ...1536, 1525. 9180n, 9170n underground, conduits.) ...6550 saa ed. 9170-1 to turnpjke and plankroad company....... 9233, 9236, 9237 Consent to street railway by................. 1475 9105 n Abolition of grade crossings, by...........%. 6956 to 6956-39 Toll road SUTPENCErL Or MbO Ls. Jy sla dee wai vay 4a eae 9259, 9260 purchase ‘Of, yes. 70 Kis obs ime wan 9262 to 9266 - 9270 refunding taxes for construction of free turnpikessy.. iadzes.. 208 « ad0tG3S . AL ob 9267 to 9269 COUPONS, see Bond couURT— Appointment of inspectors of election, by...... 8640 to 8645 Regulation prohibiting resort to, invalid....... 1147 8704n CREATION OF CORPORATIONS— Power’ of ‘state ads! FOU KROSS MAIS, BOE, 8 931 8627 n See Existence of Corporation CREDIT— Of state or its subdivisions, corporations not to DeMaIdedt DY Aes dc atew ctinn oss a. 397, 398 Const.A.8,§§ 4-6 CREDIT GUARANTY INSURANCE COMPANIES. 9621 to 9633 (See Insurance Companies® Other than Life) Form \of "articles aF 109 «Seer n trina Gee Ee 137 CREDITORS— Estoppel to deny corporate existence.......... 937 8627 n Joinder of, in stockholders representative suits. .1030 8660 n Personal liability of officers to........ 0.2.00. 1037 8660 n Reduction of capital stock, rights not to be BATECTCR DY* «.-.j.-.-etscarerersreneteteretateranomatete ohh 8700 Subscriptions can not be released to prejudice of. 968 8630 n Suits by, to collect subscriptions...........4.. 1088 8674 n necessity for judgment and execution...... 1088 8674n Suits to enforce double we dg of stockholders 8686 to 8697 NOLICE! COCR Gree KUN Ft AP Deter oh eee 8696 presentation of claims... 0... ee ee 8696 n Of partnership, ete., succeeded by corporation, TPH GS HOD. Tee eee hag Parents 934, 940 8627 n Rights of, on sale of entire corporate property. . 8710n Rights of; om” GoOnsolidatrom arate ase eis ePenstotsie ts 9038 Of stockholder, remedies under uniform transfer. ACh ioe +x se ierestvecsnss ‘ 8673-13, 8673-14 certificates issued prior to July 1, 1911.... 8673-13 n priorities between pledgees, purchasers and.1079 8673-13 n CREDITOR’S BILL— To subject stock subscriptions................ 1088..." ' 8674n To reach shares of stockholder............. de bt 1078 8673-13 n INDEX. 9355 PAGE SECTION CREMATORY— Corporations organized to maintain........... 10114 Location jas. to dwellings... ...05.sd0ceeesees 10114 CRIME— Against property of foreign corporation, failure to obtain certificate no defense........ ' 187n Corporations to prevent and punish........... 10199 to 10206 form of articles of incorporation..... 236, 241 iIncorpormtion ......0+...4 4%. goitelan .aolt 10200, 10199 arrests, power of officers and members to PAO PERRIS ois sly s sig 5'o's wos» ooo 8 WOE 10203, 10204 assessments, powers as t0.............00. 10205 by-laws and constitution................. 10201 county, reimbursement of expenses by..... 10206 NLA RPE SO he an TRO a CSP nas ve 10202 horse thieves, and criminals society to detect and arrest........... 10199 OUICENE 5 imide MOT. Oo ei miadde. 10201 president, powers} of s.:s/sjr2 . jcidsiei. oats 10201 township S0CIeYy... 2.05 .......%- marietades 10199 warrant POR Cie Nr MEINE a ghe wini’ wen’ Shed gras gl tic Ges 10203 SrTest. Upon 4.0.15... 9% .usetin ..miwiigs: 10204 CRIMES AND OFFENSES— Banks, relating to 3 embezzlement by officer, ete............... 710-172 bank examiner, etc., divulging information. 710-35 receiving deposits, when bank insolvent... . 710-174 fraudulent issue of certificate of deposit, false entries;~-etes: s; PPORW, & BNITIE 710-172 false statement affecting solvency, penalty. 13383-1 fictitiously borrowing money.............. 710-172, 710-175 failing to charge certified check........... 13185, 13187 certifying check, when not sufficient funds. . 710-173 issuing notes resembling bank notes, etc.... 13097 issuing check, when insufficient funds on GODOIET PIA DPI IT. SUnIe MESALB 2 es 710-176 embezzlement by officer of free banking company (BHM POINTS TANG RA, 12474 Blue, Skywaw, naderth 390 A008). wooo. 6373-20, 6373-21 Bond and investment company, unauthorized gale, of .securities. of). 33). 02 eT Wu, 13151 Building and loan associations, relating to embezzlement by officer, ete.....:...... De 12472 signing name of person to order, etc., with- OULMAUCNOTIGY | cree wot yas Mee oes 13188 declaring greater dividends than earned.... 13189 false’ .entries;tieberiie. VW. , + alate Ds 13190 aiding or abetting officers in violations..... ceyOr failing to make reports, etc..........++.» pa10y Cemetery association, violating rules of........ 12495 Electric light and power company relating to he malicious interference with property...... rere: tampering with meter....... eee teees ae 125 entering private premises, without permis Bet sion, to repair wires, etC......++++++- 2356 INDEX. CRIMES AND OFFENSES—Continued. PAGE SECTION Embezzlement by officer of free banking company 12474 Fraternal benefit societies, relating to frauds, CG... Se 'siewa* «uss cays sc 13418-1, 13140 : 13141 Viblelion. OF facen O66 oon ee ee 13418-1, 13139 soliciting membership in unauthorized..... 13138 suppressing facts, etezo viol. pin ssaodtiqwn. : 13141-1 Fraudulent prospectus, etc., as to financial con- dition of corporation................. 13175 Insurance companies, relating to suppressing facts, ete., from superintendent OL JUEULAURGCS 9.. avon cidva ee aaass ws pote Seats 13141-1 misrepresentations in advertisements by.... 13172, 13173 Life insurance companies, relating to discrimination against persons of African COBCENE © favesannuisbemtnctp dad utente eee 12954, 12955 discrimination between persons of same class 12956 false statement by medical examiner....... 13132 fraudulently obtaining money from........ 13133 officer or agent issuing fraudulent policies. 13134 physician, abetting. 0... << 6 ne yes ce UP De 13135 making contract other than as expressed AN DANCY sa aks C Wa e ha ee ent eeeeeT 13136 rebates of premium, giving, etc........... 13137 foreign assessment companies, violating act 13417 misrepresentation, inducing lapse, for- feiture, 'ete., of policies. 2.2.2 aac. oh 13171 disbursements by, without voucher........ 13174 unlawful reinsuranceri is aiindiwie 24> » bs 13416 accident, ete., companies, violation of law a6 TO. dendals de. beast suo: 40 - Sarna 13418 Murder, by obstructing a railroad............. 12401 Nuisance corporations may be prosecuted for........ 12657 failure to abate, contempt proceedings..... 12658 Private premises, entering to repair wire, pole, etc., without permission.............. 12530 Railroads, relating to discharging or disciplining employe, with- out. hearingidnd:. ads. 40. .ghanid. wal. 12956-1, 12956-2 constructing bridge over tracks, unlawfully 12546 demanding or collecting fares or freight charges, when wires not in use........ 12547 placing obstructions on tracks............ 12560 removing connections, etc..............-. 12561 diverting freight). 0... .ye. 805 ..a99MO. dab 13420 Stock, false statement affecting value.......... 13383-1 Street railway, relating to malicious interference with property...... 12507 Streets and highways, unlawfully stringing Wires in..,..exobhitoiv wi avenitio. pitta 12644 Taxation, relating to officer of corporation, ete., failing to make reports, answer questions, exhibit books, CEC os cen oder AHN Ls EW Sei ee 12924-1, 12924-2 violation of tax commission act........... 12924-3 false return of property. i". .Wei 90). owe. 12924-4 each day’s failure, a separate offense....... 12924-5 INDEX. 9357 CRIMES AND OFFENSES—Continued. PAGE - SECTION Taxation, relating to—Continued. failure of officers, agents, etc., of railroad or public utility to appear and testify. 12870 to 12872 acting as agent for certain companies, in defawleinn ns sce ak he iws be 6d RRO 13415 Telegraph and telephone companies, relating to injuring, etc., property of.........0/ 00.04 12511 erecting poles in cities having subways.... 12645 divulging message TELCST APPT et oka ee ticles sed 13388 telephone 9920/6 . SUFI, IPT ie SA 13419 delaying message. .... 660s eee e wee ered 13389 tapping lines wre P0080. ae TROD. 13402 CRIMINAL— Actions, allegation and proof of corporate ex- RENCE LIN s teeta toe can it m eptke neon queen po) si'= 964 8629 n Code, word “whoever”, in, includes corporation. 123 Kh Liability of corporation...........--.+.-+++ee- 947 8627 n corporation violating anti-trust act....... 8696 n indictment and summons..........---++-+: 13607 Liability of officers and agents.........-.+.-. 76 8660 n Statutes corporation as a “person” under........-.. 938 8627 n CRIMINALS— Corporations to arrest and punish...........-- 10199 to 10206 CROSSINGS (Railroad) — Over streets and highways safe to be provided...........+---+eeeee- 8914, 8843 penalty for failure.........-.-+-+-+++: 8920 to be kept in repair..........+--e+eee ee 8843, 8914, 6956 negligence, liability .....----+-.+++-++ 8914 ¢ sidewalks required .........-+--++eeeeees 8843 cattleguards required .......++++++++e+:: 8914 outside of municipalities authority of township trustees........ 8843 within municipality authority of council........-.+.++e+: 8844 build or repair notice by public officers.......+-++-+- 8845 duty of railroad company, liability.... 8846 to be kept free from snow......---+++++++ 8847 penalty for failure........--.++++e5-+ 8848 liability where crossing insufficient.....- he 8914 signboards at, liability for failure to main- LEMME fs ot NORGE oor eek Pio ok cyolel 01's fo te bier oe TWh eelre vats 8852 signals by bell and whistle at.....--.+-+-+> 8853 failure to give liability of company....-.-+-++++> 8856 liability of engineer......-+-++++- Ave cot g & VLD Ws *ota*e te eo *s*e ee ea ee & , engineer, penalty ... tan duty to take precautions in addition to..1284 8853 n pices of dntnici palit to regulate..... 8854, 8851, eran grade Crossings ....-.-++.+eserrerees 2358 INDEX. CROSSINGS—Continued. . PAGE SECTION Over streets and highwaye-+Gortanhee de negligence of company duty to persons on track............. 1283 8853 n duty of persons about to cross........ 1282 8853 n duty £6 érickwien.. .iccwsdaanssesec}s 1284 8853 n evidence iq..nnidtalss hb ashmmaen olodleg 1283 8853 n proximate) Cause s....<0.... 40. seeOUNeT. 8856 n contributory negligence ................. 8856 n of persons about to cross............. 1282 8853 n appropriation ; by municipality, for extension of street OVETsSLBEK Jonna ck su eus uns Be 3677 by railroad company of use of streets fore panies, elastin. See Soe 8764, 8895, 8899 for abolition of grade crossing........ 8867, 8888 by county commissioners for street over . track siais. koiweeRr samedi Oh cca. Coie 7480 diversion of road authorized.............. 8773, 8875 agreement with public authorities, for..... 8763 above or below grade hereafter constructed, all to be........ 8895 to 8897 except by order of court.......... 8898-8901 ether. exceptions’. Litas nta vel Sorel 8902 highway to cemetery to be:........... 8857 bridges for overhead crossings piers and supports in street to be authorized by ordinance. 8849, 8850, 8763 to eliminate grade crossing... 8770, 8771, 8874 height of,vover tracks... 1.52. 6ass6 8887, 8903, 6956-32 construction to prevent substances dropping through, required... 8849 penalty for unauthorized..:...... 8850 use of, power of council to regulate 8851 private railway of mining, ete, com- PADR a. CHT Owe gee RE ae as 8861, 8862 interurban railways, abolishment of , grade CPOSsINGSs iui. os aa Me haaiae 8897, 8864 grade hereafter constructed, not to be at.... 8895-8897 ecmmon pleas court may permit petition 1is..Gn Tei ae ae 8898 order, .¢ Ler iye |. eee allan 8899 costs and expenses. ....00 heed es 8900 appeal | i. Lae icy tT SERED ate 8901 additional tracks at existing crossings, may he: ......, dada . dalasowe 6: 8902 sidings, ete, may beats. so. .c.dical.. 8902 SOT NT RCL RD ole eines ave Skee nena 8902, 8852 et seq. highway to cemetery not to be at...... 8857 gates, flagmen, ete., at dangerous commission may require.......... 588, 590 duty to maintain, in absence of Statute... oo Yebeiap «pty 588 n © defectives SoteisteG WS). 2h Ba kt Weeiale 588 n municipalities can not order, in q absence of statute........... 588 n Court) MAF /CORTEN cc, o.,0.0, <5, ieee 8899 safety devices, power of commis- ; Slon “tONOLdenss cies dy eanierereane 594, 597 INDEX. CROSSINGS—Continued. Over streets and highways—Continued. abolition of grade crossings by agreement between railroad company and council or county commis- SIONOETS, 25.4 FEE LY AR OLD authorised? 23i2 LETS ie injunction ‘against 9... 00. 0ia 0... preliminary resolution of council OF PCOMMISIONETS YS. KL LOA publication... views ee ld notice to abutting owners.... filing of claims for damages.. final ordinance or resolution...... acceptance by railroad com- PATYe proper ot are whalictatiatiet stig stn) a ath filing in court of common pleas remedy, ,where railroad com- pany fails to perform.... necessary property, how acquired. several counties may join, when... cost, apportionment of........... cost, of maintenance and repair, apportionment: «1... Jee cost, bonds and tax to pay share of municipality or county.... abolition of grade crossings by munici- palityegy, «LE IOI S) ERODE AO power of municipality........... constitutionality of act.......... change in location of street, etc... certain grades of railroad not to be -required: ........s.ss%00%% plans, estimate of cost, etc....... determination by common pleas court of manner of improve- “AMELIE Boe IO OGL CCDC NOR kc petition: «1 nccee nee eager s rhe answer and hearing......:... OFder i). LORIN 2. LENE BUT: enforcement of ......... appeal and error..........:. cost, apportionment of........... cost, between several railroads.... cost, assessed in part on street railway company, when....... cost; Lien fOr a8 ends 0 PRR. I cost, of maintenance.....-.....-- abutting owners NOGICE -FO sgn css snes glade Kh claims. for damages.........- necessary land, how acquired...... bond issue of municipality for.... referendum ON -..... eee ee eee GAR LOT dips heiase cele ove «aes MIAN damage of abutting owners filing of claimsS........¢..6+-+0+5 determination of ........-seseee. piers in street, how authorized........ 2359 PAGE SECTION 8863 to 8873 8863 8863 n, 8864 n 8864 8865 8865 8865 8866 8866 8866 8872 8867 8873 8868 8869 8870 8874 to 8894 8874 8874n 8875 8876 8876 8877 8878 8879 8880 8882 8881 8883 8880 8892-8894 8892 8889, 8894 8884 8885 8888 8890 §890 n 8891 8885, 8965 8871, 8885 8770, 8771, 8874 2360 INDEX. CROSSINGS—Continued. . PAGE SECTION Over streets and highways—Continued. abolition of grade crossings by county | COMMISSIONETSy.ys feaervlists exe dad nasa 6956 to 6956-39 power oOfpcounthy . syheremwn «apse lindane - 6956-22 change of location of highway....... 6956-23 approval by state highway director... 6956-24 notice of hearing by commissioners. . 6956-25 plans, estimate of cost, ete........... 6956-25 determination by common pleas court of method... +s pss2e«:eneoieug 6956-25 petition sida woe -upidigrlanetd apie. ’ 6956-26 finding. of ; COUT. }. «nw inlin ms meiahit 6956-27 apportionment. of cost between LAaUTOads yi ey « sch. domedeoeat 6956-27 SDPO) as ons was dene ROTO ons 6956-27 enforcement of orderinc sos. eek . 6956-27 abutting owners WOtLCE\, LOyrtebyene ont ied $l RRA. °.-,- 6956-29, 6956-30 ‘damages tree. sad). smitty owprae 6956-30, 6956-31 appropriation of property...... os es 6956-33 repairs, apportionment of cost........ 6956-34 cost of improvement apportionment, ..... .....dsarsod3ssou08 6956-28 part may be paid by village or TOWRSBAP) >. | <16t. sple bierpiod apie » be 6956-35 part may be assessed on street or interurban railway, when. 6956-36 appeal to public utilities COMMISSION. .vs!f aside hid 6956-36 abolition of grade crossings by director of highways POW OL esse nas See Koo OG ha eetpat get 6956-37 notice, hearing and order. .....0...... 6956-38 appeal to public utilities commis- Soni. Jo. swan kG S59 6956-39 Over other railroads Tight tO. GROSS < vosesloaesas da v.nnseheee 1275 8834 n at grade safety devices may be ordered by com- MISSION, © naca.« outdkee BASE BINED «+ so 594, 597 watchmen to be maintained........... 8826 except where interlocking system Maintaimedys. Lass kam. eens vale » 8833 constitutionality yi. . 1287 oo culvert, etc., may be used, when......--.-- ne injunction against .......... ee eee eee eee 1287 8858 n right to build, at his own expense.....1287 bet n right to, in absence of statute......... 1287 eee right to build at expense of company.. an statute of limitations...........--+-+-e+e-: 1287 8858 n 2362 INDEX. CROSSINGS—Continued. Private railway of mining, etc., company bight’ to:.croggyes oO. sti ae oe ee Ce BPS SONOS BO Wie a ese Wa wie wee ee le over railroad or other street railway outside of municipality and in munici- pality elsewhere than on street.... construction of overhead wires........ on streets or highways at grade right to cross without appropria- OTOTE |S inieet hemes thw keds expense of repairs,...........00 stop on approaching............. CUMULATIVE— Dividends on preferred stock...............-. Voting’ 227 ROM is ha ta ate etek eats ee explained not permitted on building and loan stock.. CURATIVE ACT— . Effect of, on invalid franchise ................. 707 DAMAGES— Measure of subscriptions induced by fraud ............ 970 BROCE f Sfpteg.\ she Seoath sbancieihWee oe 1106 unauthorized sale of pledged stock by pledgee Punitive for violation of public utilities commission BOER KORTE «Aa und as oinddarig baie coe ered to. creditor BIten «secs kectcne cc, 1108 DEBTORS— Of corporation, estoppel to deny corporate ex- istence DEB fs— Preferred stock or, issue of stock construed... ...1056 Pre-existing, as a consideration for transfer of etock &S/ ..... sdogte gwar aide J hiind SECTION 8861 8861 8862 8834 to 8839 8975, 8976 9108 n 9124 9124 to 9126 8668 8636 9649 37140 8630n 8682 n 8682 n 569, 614-68 6397 10192 10192 8673-6 8673-6 n 8682 n 8627 n 8627 n 8669 n 8673-22 INDEX. DEBTS—Continued. PAGE Shares of stock are not ..... 0.5... 0 eee eee ee 1104 Of sonpanteee not for profit, liability of trustees ONE OE RP et ee ee TERRE Ccrporation may acquire stock in itself to secure pre-existing . . .....-- eee eee ee eee eee 956 Corporate directors may pay with stock............. 974 liability of stockholders for..........---. 400 limited to unpaid stock ..........++-. 1118 double statutory, on debts incurred prior HO INOV.223, LO0Smss s ses serie tae: Fs agreement of stockholders to pay....-. .1118 Of corporation, state can not assume........-.. 397 secured how Sos Niele oO a eee ees 400 Of partnership, liability of corporation acquiring SACU tele ere alate aalefetsint a/Seaele 5 woos 934 DECEDENT’S ESTATE— Transfer of stock belonging to, duty and lia- bility of corporation ......-+--+++++: Suits against on subscription .....2.--::::enectsttite 1086 limitation .. . -..- possesses: “VSG NOS 1094 under double liability law .....---+-++++5:> 1128 (See Registry of Transfers of Stock on Cor- porate Books.) DECLARATION— Of officer or agent, when binding on corpora- LEC TMaE MEO Etre ai escie, sacs conan tamerelel emotes 1022 Oy PNT CON Geut ieee cic oes eae e eins sre ol Sinn eel oe eh DECOY— Sibseription +. 5:22.52 ae. ct ts tase ey aaa 1095 alterations Of¢ =: 25455702 6s ce aoe eee oo 1095 DECREASE— In number of directors ....-.--++-seeeysrtrrte term of office can not be shortened by... -.-. MS capital stOek . 00. - gence rete cester eres ome DEED— Of corporation, how executed ...----+++r5r5 07> 953 Of railroad company ....------rseressstett Form of, general warranty by corporation.....- 306 Form of, right of way to railroad company... 298 Form of, to interurban railway..---+--++7-7: 297 DEED OF TRUST OR CORPORATE MORTGAGE.... Railroad company, Of :..--.-+-eseerersssrt 1 aiiy 0) dey pe Oe RR en 339 DE FACTO— eras a hat ee at tReet Ce eS Ys 935 existence not based on estoppel .--------+°: 936 AONtTACUSCOLUHS SMe Fama asa sclera fer ears 936 power to appropriate property ..--+++sse: 936 liability of stockholders ...---+--+++****"" 936 Gaemovdation .. 6 sales r sa das ete hee se Cows ee 1422 MAG HOVE in sek.c cis Raisin eit eee pew tS 2363 SECTION 8682 n 8666 8627 n, 9761 8630 n Const. A. 13, § 3 8686 n 8686, 8687 8686 n Const. A. 8, §5 Const. A. 13, §3, 8627 n 5348-2, 5348-20 8674 n 8674 n 8689 n 8660 n 8724 to 8726 8674 n 8674 n 8665 8665 n 8700 8627 n 8761 8705 to 8709 8793 to 8796 8627 n 8627 n 8627 n 8627 un 8627 n 9026 n 8660 n, 8661 n 2364 INDEX. PAGE SECTION DEFECTIVE INCORPORATION, see Irregular or De- fective Incorporation. DEFENDANT— (See Actions; Suits.) DEFENSES— In suits on subscriptions.....,........... 1094-1100 8674n In stockholders’ double ability aif. 2.2 wees xy 1122 8686 n In suits to compel registry of transfers of SUO CIS hice tare when © am RD a 1068 8673-1n In suits by stockholders on behalf of corpora- POTROG sk on: 5.43 « pa eben wade a bed 1031 8660 n In appropriation proceedings (see Appropriation) By stockholder, in action against corporation. 8660 n DEFICIENCY— . Judgment, on foreclosure .......)..........04 1152 8705 n DEFINITIONS— ABBOUIATOR SS fos ao i el nag, Wiel eee ea 937 8627 n manking. COde, Mm -s2522 6650082222282 es AO 710-1 Bond investment company ............-seeeee 697 Capital stock and various kinds of stock chpitel tetock iy. 280 oA . 10. eRe ft 20 nominal capital stock .....3 6.00.0 bun: 20 POPE! sits caaeolndat aoe Kettner ee 20 ernapootot “shiek a a cn a i, et 21 8673-22 Stoelsintious snctoed. Gu. Peat. .kbacaveiees 21 anqnerd stock ade of Sedadhaghgev sani wee 21 US ASHDOK StORE: fc oun ce chesicie Anucs mbes eeane 21 breasiiry: stolons ia-ok splbdeent wateeds ee »cs. 21 Prelqrmativatbtioke sos cu leasctitnankasantaeate 22 cumulative preferred stock ................ 22 non-cumulative preferred stock ............ 22 COMMON SLOG 7 .c 2 ave apns > pion been 23 full spaid stocks tivkizan Act « ss sno-nen cate 23 watered: stock ......id. bagutiouls. od ited araa J 23 Wortiinete-of stocks \nis focmecuacotmeecans sienna Oe 8673-22 Corporations for; profit csi ocas sand aeaie fe Dosis 8623 n Foreign» corporation: jy a.cericion stalin isha Sas sans 422 Indorsement of a certificate of stock......... 8673-20 Life insurance company ...3:.aisssaccssseenen 9426 Person, in antitrust: act? VP t20102_ Fe vise tia. 6390 Public utilities commission and tax commission acts, in pnaieodd ‘D>. “02 LOU ERG odie Ghat nether wn x 501, 614-2, 5416 Mojuet. discrimination .0. cc nih. ov tee waite 564 cOMMmIsS|Gner UP WaT, cate es bok Peta 614-2, 1465-36 delegteph company 5. farce, decom Oa 614-2, 5416 Velephone “company: . gdavis stu du eueeer 614-2, 5416 electric light company ..../....cse+ccees: 614-2, 5416 BAS COMPAMMY, (0. iin sa 'sice ee oenedan sire heme 614-2, 5416 natural gas} company a .acusnxssccdauweeen 614-2, 5416 pipe lineiéompany: ..4.ca ¥issnp es edaleans 614-2, 5416 waterworks) COMPANY,» J :isiadn oun neyabehortoin’ 614-2, 5416 heating or cooling company .............. 614-2, 5416 ROCHROHLGEDOGMIBADNY . |, csv pe hoary oa end lieu 614-2, 5416 INDEX. 9365 DEFINITIONS—Continued. PAGE ' SECTION Public utilities commission, ete.—Continued. signalling compary’s ST. eS 614-2, 5416 suburban railroad company .....)..030.5.. 614-2, 5416 interurban railroad company .........-... 614-2, 5416 PIG PUG aaa as, oe on hoe ee mask oe 8 Sate 614-2 a, 5415 ORS AT OCEEI As Cain an oy 00 scnjbrae ce oe ene as 5417» GTOSE APLMINGS os en kc cas cma eetensmnes 5418 DIODOEGY. wp wicca cen oe) atte § eee ees 5419 Redemption of preferred stock ................ 1056 8669 n Stockholder, defined in double liability act.... 8689 PRUE ETOR WAY ta has nse As bh Bap .. 1465 9100 n SOVIUICHEG oat a nse ep re sn ete ttre eas: 99 42 Ab UL relent Matt, Set nad dite ietlites elit Oe as any gy Ie 6391 Uniform stock transfer act, in eID aee, eo. sae sens ce nis oe eon 84 a 8673-20 hid eh ay AYINy EPO TC ks Ss On SO mo ON 8673-21 iS ici sto taae ph Reta Aiea ee a aces ce SPE Te Te 8673-22 OME ee ncn cie es cies new nes ony Sa we 8 sels 8673-22 MERE coe ta a tas a << cis ose oo ca eee 8673-22 purchase and purchaser ........---e+++ees 8673-22 SST stele AON eel tage On Ger ttre eres ae 8673-22 BEOVC es And ae ah xrinoeeag arisen Of “CE 8673-22 PROURUO Dy oo Gn kg priate oe eset 9 So 9S o7x sm oc 8673-22 I ae Beata tg ss ch yo vn se cast coe fa seg to ae tage tate v0 me 8673-22 WAIUC . au.» +. AG« SOLUS SON. «5 ateelsbel.,- A LIs miu tale 8673-22 good faith .Leiviih. ce eeins we Fuse ae oe 8673-22 Bill of lading act, im .......- ses eee eee eee eee 8993-52 Whoever, in penal code .......-.++eeeeeereene 12371 DEGREES— Power of colleges, ete., 10 confer.........-..+--- 9922, 9923 DELAY— In completion of work, as a defense to sub- Seriber bao Steal ssosk 10. BOGART 7 1097 8674 n Of telephone message, penalty ....-...-+++++++5 13419 Of telegraph message, penalty ....-----+-++++5 13389 (See Laches.) DELEGATION— Of duties by directors .....+..+.e+eeeerreee ces 1015 8660 n DELIVERY— Of certificate of stock ......-. eee eter ree eeeees 8673-1, 8673-22 8673-10 OE bill Of lee BS pet oo a oe one enter nie 8993-29 Of goods by carrier to wrong person, liability ....---++++++++: 8993-12 excuses for failure ............ 2.2.0.2 cee tree reece 8993-18, 8993-19 Of insuranc® policy.........- seer ee rees 1658, 1849 9410n, 9587 n DEMAND— : By stockholder on directors, to bring suit for cor- porate WYONZS ...... sewer eres eters 1029 8660 n For dividends, before suit .....---++eser terres 1166 8724n DEMURRAGE— Charges, right of railroads to enforce.....-----. 506, 504-1n 2366 INDEX, PAGE SECTION DEPOSITS— (See Banks; Superintendent of Banks; Superin- tendent of Insurance.) Bank, form of by-law regulating............. 187 DEPOT— Appropriation of property for Dy tatai lr oad 0K s 30 e LHe 2, cc weidonqnynaene geen a 8759 bycinterurban wailways ola Ge ken 9118-2 by union depot company)... 0

mind mrrety «as 84 BLOB VN GO ire ee een A ii ob ctl desea 6 70, 277 SGMIUERCIOE. reels, Paes. oo Ooh aaah 1012 8660 n POSNER Chr Prt Toes png oO kc Baise Bodh 70 EE es ear Shee Oeil. 3s ss 5 ephiabses 70 BODRCOOR OB eee Nan. Sandor din ath oO er aevls 1012 8660 n CUTLO NTI ee AE Ss PIS wore ein, uti o whe iets nso 1012 8660 n AG oe oo) Se ns np olan wan aie p e 4G 1013 8660 n PLOOL lode ane » ACs ged, ho we bede er ells 1018 8660 n yea and nay vote required to authorize borrowing money, or expenditures of MODEY TNS WNlTGeeb- aod veskote 8709 MMELOR ORR Sis Crk PSs. PER gett. 8 70, 277, 1013 Minority Cane DO tee vex CLUE) oie alc cools) «sgn ctor chore oer: 1012 8660 n executive committee as a device to exclude 78 DEAD MRORRAICE EOE 0s elf oi oy eo sieve os 70; 270, L013 8660 Potiepetosretiecth Gttrg-awais rmgulh eonh xo} > wipecrens 10238 8660 n DinraMer ORE is IA I ssitsl feos nies shape Owe! 8635, 8665 usually fixed in regulations .............. 58 may he fixed by resolution ...........:0... 58 inerense or décreasarOli 35.0 '0602 Vaso we elnie's 8665 form Goffiresolution sfore . 3 sped soe «2 2 ote 774 OreTpllroad company... 5 ete dient 8784 increase, change of management by...17, 1051 decrease, term can not be shortened by.....1050 8665 n Rater OC CARR. one ¢ ogee preking by aod bs +67 8663 effecteot maihineto take ti. den (sti. sid owies 8663 n Ouster of, see also, Quo Warranto below........ 998 8647 n WWarabOR ACOH Late leith sea Uemaw ada S iat 72 controlling body of corporation ..........-. 8660 to make fundamental changes ............ 1016 8660 n control of, by stockholders :.. 160.6 .202 ss - 1016 8660 n control of, by court on application of stock- OIGBLS Fo tue thee c nisurjeindeye aasdeuese RNG 1017, 1028 8660 n trust may be pre- has ea ae he fol ph Suiwa'cs en ae pw 102 8660 n COMETACTAWUNIDING) , 64 o oy 2 MRS Kee Bidder 9 1017 8660 n contracts, of consolidation of railroad com- ated PAMICASE .-. kee den pr Tinbi~ Chi aoM De to dispose of unissued stock ......++++++:- 974 8630 n 2370 INDEX. DIRECLORS—Continued. PAGE SECTION Powers of—Continued. to issue stock for property .......:...2... 975 8630 n 16 SELL Properey.. see eis oe ah eek ee me kero 1018 8660 n CHUL "PLOPeruy enn sre ates mee coe eas 8710 to 8718 to 'anopt “Dy-RAwe a es oes ae ea eee aes 8702 to. adopt regulations 477-7 5% 52% Sin siete chee 1143 8703 n to bring or. defend suits .............. ...1018 8660 n to authorize bankruptcy proceedings..... 1018 8660 n to make assignment for creditors.......... 1018 8660 n to release subscriptions ..2).............4.. 968 8630 n to compromise subscriptions .............. 1094 8674 n to appoint inspectors of election .......... 8637 n to make corporate contracts .............. 1018 8660 n to refuse to perform contracts ............ 1020 8660 n to contract with corporation ............. 1024 8660 n to act for two corporations ............... 1026 8660 n to make contract for term of years binding on future-direetors™ <2: 2552: 734, 1017, 948 8660n, 8627n to make contract obligating themselves to declare’ dividends”: ys: 22 Ferg ers 8724n to make? calle’. .5 +455 240 ts ees wetene 980 8632 n to ‘declare dividends, 5.4% .2osks te shes ts 8724 to 8728 to accept property in payment of subscrip- GIONS VR 24s KA Ghee eA ae eee 981 8632 n to“ horrowe money: $22 11's esas srt et ek Dees 1149 8705 n yea and nay vote and record of, required 8709 to authorize mortgage or deed of trust... ...1149 8705 n to revoke dividend, declared out of profits.1164 8724n to liquidate affairs, upon dissolution....... 8742, 8743 Proxy, can nowact by 1 teases s ee ees 1012 8660 n Purchase of stock from corporation by...977, 1025 8630 n, 8660n to, obtain eontrol Sas eee Sek ae Svan 1025 8660 n on terms more favorable than offered to pub- He “ere, ER Re ine re eee 977, 1025 8630n, 8660n of railroad company, for less than par, void. 8798 of ship canal company, when void........-. 9222 (Purchase of corporate property by, at foreclosure SALOAY YS. Fi TEV ERIN RS ie eens teas 1152 8705 n Qualifications’. .- je. 72IS0 ETO ORR 8661 citizens of Ohio, a majority must be....... 8661 Temoval;* eect Of fans sae eee 1040 8661 n stock must be holders” Gf WORE. I Pa 8661 may acquire, after election ........... 1039 8661 n may acquire by gift, or hold in trust.1039 8661 n option to sell, does not disqualify... ... 1039 8661 n — “qualifying shares” ........s+seee 0 1039 8661n — effect of disposal ....).......0 00008. 1039 8661 n interlocking’ director............... 1040, 2260 of director of railroad company .........-- 8789 Quorum ....3 st Pees PRU 8664 majority, of, controls: ......e ee eee ee ele wee 1012 8660 n acts of less than, ratification.............. 1013 8660 n Quo warranto remedy to try title to office ...........++.- 12303 other remedies PPS Wie Me saiteate sues 998 8647n © where term of office has expired........... 2206 12303 n pleading "."; 2 s4 54. Tea Pees ee ae 2206 12303 n INDEX. DIRECTORS—Continued. PAGE Quo warranto—Continued. resignation no defense......... 06. ccese sons 2206 persons usurping office, against ........... POPILION sued. Seats crea? -omnl ste + told eink ELLE Ac et SE iS ore ie ace paar JUROR hess. ks oc b6). ag ttenktom daeat PEW OOlGCLION oss ioe Saale, eiLene ET GRIER, yg 6 +.44:4\055-dey ce notabioasen ox rights of persons inducted into office....... Ratification by, of acts of officer or agent....... 1019 Reduction of capital stock, by,...... 0.60.25 .006 BOGTAOW AL OE ile se Bisse, cin'sse, ss acaba hE eh etn eee 992 Reports to county recorder by directors of cor- porations whose stockholders have lim- TROG A WORM CLONES ato Met oce cad oem rut e RHE TERY MME COE SS Tho dos ravdinas scnuscn je pase Ko eies Gens 992 FOUN OL $t4- BO? 5 cub avitbigtsy .adiead wee: 280 Salary, see Compensation above Subrogation, of directors paying debts -of no- par stock corporation....... i Hse, « f65 Suits against, by stockholders may be brought when.............. 1027, 1034 INJUNCTIONFOT TeCeIVEr, IN 6. eis0.5 o.0.6,3.0.458 0050 1028 rive Ci Lal dus | 2 3 epee eR Re pati ie Se or Dan 1031 judgment for money, should be in favor of AMEN OR Nid os po cigs c, 0) Stoaties husks ware oh ser 1031 Suits by or against corporation directors may bring or defend ............ 1018 when stockholders may bring, or defend, 1027, 1033 DRE Steals idk ipce Allato, Slly Rar 69, 991 Arak MITectOraa?. eads a kehieieps. ajhaish was Subsequenh iGirectors ....... 2. --.- isd we bis steele 991 INPTCASC . CITEGEOTE hs lee < Snssoiecns «© dratetecdwia Ft can not be shortened by decrease in num- WOR) 22. dehurdies > heatdde + Veie debe « 992 by-law providing life term, validity........ 993 Trustees for creditors and stockholders, as...... 1115 Wacancress howe filledate: 9s, 0 tata wide shi eas Sets ot Banks, of RE tls ola aeons on csep os aye, 3, 0 Ee BEG WORM 6 cht). 5h 1 SHE 5, | GO De ee DE FOUN Orr CUMS ee TT ate apogee later ene, ava, och 3p hoe MAREE Tin OLN ieee i, «=, ool dda Std os Ma cpa (sid tears DOMME EIR. Sin, ajeitioinysi «ta: SR ORE te Building and loan associations, of ......-...-.. powers and liability, ...... 0.6 .cceeeme eee Insurance companies other than life, of, MMMber, Powers, ell, (Hae sis wi Biel ata. bo stole = Life insurance company, of, number, qualifications, etc. .........--++++- Railrondscompany of ............ailaided. is andes awh PIABMAOGTIOT Gey. Fay eect cue ee ws eh cae ANG e fs eee aR ish «2s om rabies liability to stockholders ..........++ss#ss«s effect of protest on record ......+++++- 2371 SECTION 12321 12320, 12322 8660 n 8700 8647 n 8639 8647 n 8728-2 8660 n 8660 n 8660 n 8660 n 8660 n 8660 n 8635 8647 n 8665 8647 n 8684 n 8662 710-49, 710-61 710-61 710-65 710-66 710-115 9646, 9666 9664, 9667 9669, 9670 9515, 9516 9517, 9521, 632 9340, 632 8784 to 8790 8785 to 8787 8784 8788 8788 Zain INDEX. DIRECTORS—Continued. PAGE SECTION Railroad company, of—Continued. ' stockholder in express, so company ineli- giblesc cccqrrteteterdsseore SERS OTR, BS 8789 purchase of securities at lene than par, by, VOIR. .coeenbyiente cbt cd tata habeas 8798 Safe deposit and trust companies, of : loans to, prohibited~ sin :.cre- tester stare ete Sh 9821 Savings, and loan associations, of is 4 DOWETB ialits gisteetitary ieee ae at ep eee 9798 loans::bo Naat SREB GID TAG 10, Fae. 9801 not to be surety on debt to association..... 9801 Ship canal companies, of, liability............. ~ 9223 Union .depot company, of SOLE Ook. 9164 consolidated railroad company, of ....... fe 9028, 9043 Forms by-laws wil wees lee beta od ree Pe A 186 provisions in regulations relating to...168, 171 meeting, first, minutes}. « i.c PRRs MRI 185 meeting, regular, moties of Wiad Ate ES 276 meeting, special, with call, notice, waiver, ° ObCes if 5 Pwd sald oa daw aero e eG LAE AIOTS 276 meeting, regular or special, minutes ....... 277 BUD fala patere hers 5s) 067 aratatateeraahet epate oe oelare noe 185 resignation OE. Sea, arate ta tear afetatat ght oP at Pasatbiatet tnt 280 resolution, making call on stock subscrip- tons! Wry stn esr AS Eile eo aee 254 resolution declaring dividend ............. 278 resolution declaring stock dividend......... 281 resolution to issue stock for property...... 189 resolution accepting donation of treasury stock: Weihidsls san a cae he ka a dae eanine 280 resolution fixing price or consideration for NO-par-valwe+ Stock 114.405. tc terte eierrev ore © 189 resolution authorizing bonus of no-par- value, coninon sstoeki wn. 8..02 tas 191 * certificate of payment of stated common CAPIGATY sp raat nop tla Oa, ee, Rs ee 190 resolution authorizing compliance with Blue Sky Law and disposal of stock. 188 resolution authorizing bond issue ......... 336 mouon, skeleton forme tees .e.+sscsen eters nat hott eek 278 Clection of 4..cundere OG ils 183, 184, 269 election vol): ballot: «thes nd ein ten ret ct detet olor Biers 270 election of, certificate of (first)........... 184 election of, certificate of (annual)......... PATA increase in number of, proceedings for.272-274 sale of stock for non-payment of calls, no- PlCO} OR \hinegdae so nee somes emis eRe 255 resolution for reduction of capital stock. ... 212 resolution for sale of entire property...... 215 resolution for filling vacancy on board caused by disqualification aahicji.:...y-\ attiok heestin 279 DIRECTORY COMPANY, form of articles........... 128 DISCHARGE, in bankruptey as a defense— To suit: on! subscription: :.:.:1.11101istertaaaerecetaes 1098 8674 n Against double liability ....0. 00001 20. 1122 8686 n INDEX. 2373 PAGE SECTION DISCOUNT— Stock sold by corporation at a, liability on..... 974 8630 n Of commercial paper, by bank ................ 9757 n, 9806 DISCOVERY— Names of subscribers to stock ................ 1093 8674 n DISCRETION— Of directors as to business management............ i Ponce 8 interference with by stockholders or court 1016, 1017 8660 n IMAMOCIGTING§ ALVIGEDOSs 2. cas cece oe bs es 28 personal contract restricting, illegal..73, 1017 Of secretary of state, form of articles of incor- Pe te tee ue head isn ortis op oss 47 DISCRIMINATION— Life insurance company, by against persons of African descent, prohib- POET Ge ae act Cees dl webs bs 9401, 9402 pict UT Fema I SR a Ce 12954 to 12956 between insurants of same class........... 9403 to 9405 Market-house company, by, prohibited ......... 10153 Publie utility, by PIONMDUGC Oe rene sake we oii d ean tan dopa ct 614-14, 614-18 614-15 MPOWCIP OL COMMISSION .. jor sae ot tee eee 614-23 Railroads, by Mgainst Cervain shipperA .=... 0.025% .5..5.. 567, 8982 PRIN OVACCM EY Petes. lair an out hug ny sohine 567, 8988, 614-15 against tributory or competing line........ 8984, 8986 between way and through freight.......... 8987 Led CULL IEMe ae Ste toa eer Ais <4 gach eke asi ake = 8990, 8991 dt Gast PIDUtION. Of CATSE 00 e 4 atyneke uae ae 520, 8990 in switching service ..........e.eeeee ees 8990 n, 535 n PNP TOGUCEE TALOS coke - cnocn eusyened= ssege-> Shogo '< eyhiays 515, 518 decision of commission as to .......-.++4.- 535 n DISOBEDIENCE— Of order of public utilities commission .......+-++-++- 614-67, 614-68 TAS MCOMMUILSSLON. wokven isn sheuoy= suenatst par aw laiatoione wen 1465-22 DISQUALIFICATION— Of director by ceasing to hold stock ......---.-++++-- 1039 8661 n by removal from state ......--.-- Sore 1040 8661 n Form of resolution filling vacancy in board GRUBOG WG caw c te tee cee pa nains eaaee es 279 DISSENTING— Stockholders, rights of on sale of entire corporate property....... on consolidation .........eree erent etree on sale of railroad ........ cere eneenennens 8713 to 8717 9034 to 9036 8810 to $812, 9057 9374 INDEX. PAGE SECTION DISSOLUTION OF CORPORATIONS (see Certifi- cates; Quo. Warranto) — Voluntary, when all debts paid .......... ee 8738 to 8743 By judicial. proceedings; .:, ii; lesa -thegre base ew 11938 to 11978 Actions ree do not abate by dissolution .............. 11964 prosecution and defense of by trustees, re- CElVEr) n6bG. acaueteaanaarceeincet eetine Ace 11964, 11965 prosecution of, in name of dissolved cor- porationes .:; ~:.. 5 aekes es ee ed 11968 against dissolved corporation ............. 11969 Service Ol PTOCRNS Nikiaihwes se Vee aye es 11969 judgment against, or in favor of, dissolved COTPOTAION >: 14 spon aariie beerela < ueeiae 11970 FOVIVOT ab ane wa kapiak “Secnlaneciet ee 11970 Le ACS Aa OM IR PRN RAS RIN i ee UT 11971 Assets, preferred stockholders have priority over common : stockholders in ............. 8671 Certificate of on. voluntary. dissolution si... succa¢ se cores 8739, 8741 to be filed on dissolution or revocation of aharterciA hice Mentos to Reet toes 11974 by whom made when dissolved or wound up ROLL: ES a eae aR aa eer gE ie chs bot hr th 11975 filing necessary to relieve from reports and BREOR yrk aca ien-ye mum ameeee aceorae uae 5520, 11978 not filed without certificate from tax com- mission and county treasurer that taxes, webtis MAI sel Hik | -Leoplepedce «aes 5521 filing fees a-wonkine: aokakier ote tn eeeers 11977 Directors when may apply for dissolution........... 11938 may appoint liquidating trustees.......... 11972 removal of liquidating trustees ........... 11973 of dissolved corporation to liquidate as trustees .............. 8742 POWSES 3} ae AAs. Con ents Rake len earn 8743 appointment of, as trustees, by court when board without a quorum..... 11961 to 11963 see also, Liquidating trustees below Dissolved corporation actions may be prosecuted by AN) 168! OWN DAB, ...ccsove SEREIENGS £94 11968 Betiona, againet +. Aiato. aol lean sep akename tile 11969 service of’ procaas nfs. (-Asemusles 00 ee 11969 judgments in favor of, or against Orrod? £6) © ..s% sum Daarased + Won Gb ae 11971 FOVBI OS 6: ¥ ican s a alee mabe ake eee 11970 Involuntary for violation of anti-trust act.............. 6400 for failure to make reports and pay taxes. . 5509 to pe Judgment of in dissolution proceeding ..............+-. 11943 in quo warranto proceeding ............ rele 12323 Judicial: proceeding, .by. WAmuiptguatiiegies aly 1 11938 to 11959 who may apply for ........ feamabanatatapsharer ete lye 11938 QIOUNAS.,-\, acdc cnggdedddaodogn eeeetle a: 11938 INDEX. DISSOLUTION OF CORPORATIONS—Continued. page Judicial proceeding, by—Continued. WEMUG SHOE C Op ktehe Aube eee og cu amiae'p 2189 PAT BES Ry Fo deasdensihsdiecocesedays, ssi CUTE DMR » bee 2189 GISTISSBOA ofr kU vks.-.: GBS, ROMEO WER 2189 jurisdiction, determination of ............. 2189 petition, fOr qos. 5...» Saosin. contents of, prescribed .............. 30.000. BIRT. 5d bw er dotas hain yarn’ BOM MUP cAHION Of 62.6.5, ieee site ssedpesoonee referee or master appointmentsisaneson cnitavilad. demas hearing’ and.report, ,..2::.cunsvexdes fits JUASMONE LOE dissolution. 2.6.) oe os. 6isie ce ee NE ss erie pens eon ec mane esin Gppeal done anh... Waaciomoids loselb. 40. toa preferences and transfers, during pendency Of; VOldi Lenka oe, tector. sete fetiges contingent engagements of corporation, dis- charge: obs. Feil: nd . daviite nleotddsse creditors meeting ehh. oniabieabh. Ine:.ciakin: POWEOW OF MAJOTILY) cs). a ee os ee ne Hes receiver appointment: sists la tiqnv) So mw hisarnit lng publication of notice of ........... who may be appointed ...........6.05 Ss a Sei Re eer to compromise claims ............ suits by, to collect subscriptions....... possession of property by ............ meeting of creditors called by......... compensation and counsel fees......... distribution of funds by ............. unclaimed. dividends ..'....0.¢0.+: > dew LOTTO fl 2 Ale cane NIC RCC RONORC COs ACER cic control by court. 2.06. ces cece cee se cece BOCOUDGU pete ate vidi «% Cpattankehe Saal ses Liquidating trustees appointment of, by directors .............- duties;. svai-deetse dotikpes. to. simmer linda POMONA coy alin gna dara oad wv waitin sie SRE directors may act aS ..... 0... ee ee ees appointment of, by court, when board with- OUt @ QUOTUM .... 2.6 cede Tete eben prosecution and defense of actions by....-. real estate, power to sell and convey....... contro] By Court . cic eee cnet recess PGMA cbt 20> eas «ba Heresl» Ady bist HERS YL eee ise oie. Go ieas saegesicsicyia’ nuear lelsegenS- adeeb ie e-caue WOT Suicttins oa) ceiver her asgecos lo ts in quo warranto proceeding, see quo war- ranto below Manufacturing and mining companies, former SPAM ESRAB PE Outs. o Enotita eteeiete. afoie saileltote je lo Te wee Mi Odean tey. OC. acerca: Miele, ters 6 a6 sep Pipes mage 2188 Quo warranto, by judgment Of .. ses. cecal cetera ree tees 2375 SECTION . 11938 n 11938 n 11938 n 11938 n 11938 11939 11940 11941 11941 11942 11943 11943 n 11943 n 11948 11951, 11953 11950 11950 n 11943 11947 11944 11945, 11949 11950 11946 11949 11950 11952 11953 to 11956 11959 11956 11956 11957, 11958 11972 11973 11973 8742, 8743 11961 to 11963 11964, 11965 11966 11967 11967 11967 11967 11960 11938 n 12323 2376 INDEX. DISSOLUTION OF CORPORATIONS—Continued. PacE SECTION Quo warranto, by—Continued. : Crtintees He. a. 5 wm eens emo Ee RD 12325 to 12333 appointment and bond ............0%- 12325 remanding to common pleas .......... 12326 court orders, effect on ....0...000 050s 12327 notice of appointment ....... 06.0008. 12328 Claims, fling Of... oso = Abe PGRN. ae 12328 TRIRCLOT 5 se over os thes oe per agri rane g ble ; 12329 BIOWOT 5 res eran ed hanes pt chi eal panch eet a, Se 12330, 12331 TPEDOL Uae pol esses oO Not ogee Meee ae 12332 contempt, in not delivering possession to 12334, 12336 Real estate, sale and conveyance of....... ESR 11966 Receiver, appointment of, on judgment of dissolution ........... 11943 powers and duties 200cih . Ausaei ae 11943 to 11959 . Stockholders, may apply for, when............. 11938 Taxation, effect on / franchise tax, certificate must be filed to TeleVve {ROM ) -v2a's oc. ce etegt hoe Demon 5520, 11978 Trustees, see Directors and Liquidating Trus- tees above Voluntary, where no installments of capital stock paid. 8738, 8739 meeting of members ................. 8739 NOLICE.--Of oes eo vere POU DMAGTS SOs 8739 Certificate as psc veaneces seeds oncenw tes 8739 where business closed and debts paid....... 8740 meeting of stockholders .............. 8741 notice ‘of : css. I. AAPOGVG TIT 8 8740 Certificate - sr: eee LH OP A Fee OY, 20 8741 Building and loan associations, of ............ 9665, 687 Railroad company, of, where road not commenced or ‘gbandoned. «5552 vies cde. SRO toh 8819 Real estate company, Of ss icc cc ewcccweweese est 8648 n, 8649, 8650 Forms eall for stockholders’ meeting ............ 219 notice of stockholders’ meeting............ 219 certificate of dissolution where installments of capital pane have been: paid’ s.. s4e340ae00¢8 deme anton g 220 where no installments of capital stock have'been paid? 22200. 2. WO. 08 221 of corporation not for profit.............. 222 certificate by inecorporators of abandon- ment of purpose to organize corpora- TION va tcet ezaa decane dada Peed OPO 222 DITCHES— Along railroad, duty of company to provide..... 8908 to 8912 PSE EEUL ANE 6: ig. ie so 2,0! seh oa go a's Seed he See 8724 to 8728 PPO Ed yy; cago dinin sas sss Meo Cae eare he Me Te Ree 1162 8724n Surplus profits to_be declared from, only ..::4i652400823%% 8724, 8728-2 How ascertained . .'« « «dis mivcdipanke aiaabachslnneee 8725, 8726 need not have been earned during current WET” coisa’ 4:5 ins, » 9\a RRS a a 8726n title to before dividend declared........... 1164 8724n INDEX. 2377 DIVIDENDS—Continuea. PAGE SECTION Discretion of directors to declare ....:.,...,..2.,. 28 not interfered with by courts ...........4. 1163 8724n Capital CAN MOUNDS HPAPGyATOM, 0 5 noe > br Ae pin WRI 8724, 8728-2 eontract to pay from, invalid -.. 0 cvsaes 1163 8724n DAMM OU GOL TCCOVETY 0 oan ee oie po wR SE 1163 8724n Declared out of capital, liability of directors. 8728, 8728-2 Personal agreement of director to declare, LLG: 3). 6, «5, 2,2 antstantiel secitainns 73, 1163 8724 n Advertising larger, than actually declared, pro- DEDIEOG si 5) Ys Yoo te e's si lespeo beek dpetolvs 8727 Hability per directors «i .owihelae- sents 24: 8728 Scrip’ certificates ny iy." sath . boven hont ~leeda- 1165 8724n SUNG aia ile TF Ue eeie AA) SR Tee gee me Se 92 declared only out of profits ............4.. 1165 8724n 1 NO-per-eommon, StOCK. 4 hic. t pine xs > 8728-2 liability of stockholder receiving, where no PR CHIUBE ORANG 4258.7 Fy Schatten g) Ha oe eos 1165 8724n of railroads and public utilities, must be authorized by commission ............ 614-58 On preferred stock ‘ cumulative or non-cumulative.......... 22, 110 priority, timiitationson O25). . Jes sitnhivek. see 8668 parvieipations mmrextra ts MS aaa aoc eres ees 1053 8668 n Pare NON Paget. bre ie teta eae tela,s vial gtk 8668 out of surplus profits only ........... 8668, 8724 PRATT VOL seca < oh gases orgie tiv ens an 0 a he's 9's 1054 8668 n Payable to whom registered stockholders ..............+..4.. 1164 8724 n where stock transferred future dividends, .ic« + heptisost adobe at 1164 8724 n dividends declared before transfer.....1164 8724 n recovery of, paid to wrong person......... 1164 8724n Guaranty of PMMCOLPOLAUION room sey che nto etsyen 2 lee sue epee tet = 1163 8724n Bypomce? SOREL OS BR AAINOS DO MII 8G 1164 8724 n: When declared, are debts due stockholders...... 1164 8724 n When declared, irrevocable by directors or stock- OVC OTS came ca ciccate chains sy haga MOS D 1164 8724n RRR Ce Te Aa Oe foie) 0, 0, neo" oie eRe Fela wis inc 6 1166 8724n ACTION ALOWPOCOVET coc... + «. olejemideate 2. -piF tiple y koe 1166 8724 n OPCS AGO AG >is pat RDM ep Setar rarer ae 1166 8724n MEMANCEDELOLCUBUIb 6 ciccce. oor oe sigieie ee eretl we 1166 8724n statute of limitations ..0.......+0-+. ee eee 1166 8724n Liability of officers Verbal PTOMIsC” OF soc ne wee ee ee bee ge ees 1164 8724n declaring out of capital ..........--++.++- 8728 Contracts for sale of stock, payment to be made CTL Gc OL Petre eae weral a epclih silaiohevehie wa eiaKene Coane ogereta 1105 8682 n Future, transfer of stock reserving ......-----. 1070 8673-1 n OMB TEAGD OC StOCK «cca mech ook she inlniare oe otal gt'e 1078 8673-13 n Debt due from stockholder, set off against...... 1165 8724 n Subscription, may be paid by ....-.-+-+++s+e 45 981 8632 n Where lost or destroyed certificate reissued..... - 8679 8742, 11141 11955, 11956 11959 Dissolution of corporations, on ....-++-++ee+ee by receiver ......¢eenee cee erect neereeeee 2378 INDEX. DIVIDENDS—Continued. PAGE SECTION Banks, of eo i. eg Pes 6 PUR OF eat 710-130 On liquidation, 2 i. s.s..0 ete ley, b 710-98 Building and loan associations ............... 9673 unlawfual,- penalty OVveun Wii +. on a 13189 Fire insurance company, of ....0..0...000) 4.04 9532 to 9534 Life insurance companies, of .................. 9362 Forms resolution of directors declaring ........... 278 stock dividend, resolution declaring ....... 281 dividend ‘order. .baialpeh, leon .aedd a1 282 permanent dividend order ................ 283 preferred stock clause relating to........ 110 on common stock, preferred stock clause UEASOEA ea tants wen es Uke’ 116 DOCK COMPANY 8h5\ AUR cescsian eee 10207 Form of articles of incorporation ............. 128 DOING BUSINESS— In Ohio, by foreign corporation, what consti- GUtER) cone iee. eee? pial eames Rema. 4d Sarees 423, 194n DOMICILE (see Location) — Of corporation, effect of plural incorporation... 423 194n DONATION— Power of corporations to make............... 8730-1 DOUBLE LIABILITY— Of stockholders ¢7. 0 27372) 2999 33 6 iso. Moda 400 8686 to 8697 Const. A. 13, § 3 applies only to debts incurred prior to Nov. 23, HO08. 2. CREE, Pine, Datpiaad ® 8687 applies to bank stockholders .............. 400 Const. A. 13, §3 See Liability, Stockholders DRAINS, along railroad, duty of company to provide. 8908 to 8912 DRIVING PARK COMPANY, form of articles... ... 128 DRUG STORE COMPANY, form of articles......... 128 DRY GOODS COMPANY, form of articles.......... 129 DUE PROCESS OF LAW— Corporate property can not be taken, without. 400 DUMMY— Incorporators and directors ............e00. 00. 42 DURATION OF CORPORATION, see Hwistence of Corporation, DURESS— Indorsement of certificate of stock procured by.. 8673-6 Rescission of transfer of certificate of stock procured: by: . VY aye iso Parnas 8673-7 laches or waiver as a bar to .....//......, 8673-7 ineffectual against bona fide purchaser...... 8673-7, 8673-8 Bill of lading, transfer procured. thy in. siarate. 8993-37 INDEX. _ 2379 PAGE SECTION DUTY— OEP UITECTOES) areis asc 40is ae.) AY SIS AGREE MERE. 1014 8660 n Of person dealing with agent, to inquire as to action of .directorawiiainso i. taf 1022 8660 n EARNING CAPACITY, as basis of capitalization. 26 EARNINGS— Gross CL CAA TT OU MRE a oien Se ee fads tol innsye oo. tew aid cue eae eho ek 5418 excise tax on various public utilities ............... 5483, 5485, 5487 street, etc., railways -. 00.6. e eee ens 5484 TORITORUS MMe tere oni he et tee S eiattia lens se 5486 EASEMENT— PAN OHISC MIT BSULCEL ret. ae cca s7cce) 2 m5 o aseincel at atnelleld s 708 3714n Interest of railroad company in land taken by appropriation .. wi... eee eee eee eee 1203 8759 n ECCLESIASTICAL SOCIETIES— (See Churches; Colleges and Institutions of Learning; Religious Societies.) EDUCATIONAL CORPORATIONS, see Colleges and Institutions of Learning. ELECTION OF DIRECTORS ............--.++-+:- 8636, 8647 (See Directors, Forms, Meetings, Stockholders.) enerally 272i ace eee stews senate ree sae * flees 60 Agreement to elect certain persons .......-...-. 997 8647 n Annual, held at “annual meeting” ............ 993 8647 n- DEIOOR Poe aii wr crate otek wren eal aot shat etah ot tote noe 993 8647 n MOLICe “OE Yen FoF dr oe Fl ODS I ae 994 8647 n place and time of, regulations may prescribe 8704 Ballot, to be by sob f22 ef eccs Sree cede pees. 8636 ETE CATCH OLN. De Ma cio og chelehe clot oleatateetle Da ee es 8637, 8644 Seba ORES Fae eee Foe ge cats eee 987 8637 n @onducted how. hock ie ee ee ee ee te 60 Corporate existence, before and after.......-.-. 932 8627 n Cumulative voting .......----eeser reer tee ces 8636 deseribede ss. sstustsniss sees. te rics 62, 985 NOG ObHPALOTY, cos ar ac ESET Ns ees yes 986 8636 n majority of votes, not shares, electSe vay ts 985 unauthorized prior to 1898 ....-.---+:++ +: 986 applies to corporations organized prior to DBO eee ialete were stereo te cee 8 ee 986 Evidence of minute “book: ‘aSss0.. 65ers es ee oe weet 999 8647 n certificate of election aS......---se+erree? 8644, 8637 First, conditions precedent to......-++-+++++:: 984 8635 n term of office of directors elected at....... 8635 presumption of regularity of.....---+.+++- 985 8635 n Holding of, remedy of stockholder to compel.... 998 8647 n Injunction : tay a aban against voting certain stock..... ri rics against holding election.......-+-++-++++:- } 2380 INDEX. ELECTION OF DIRECTORS—Continued. AGE SECTION Fnspectors) OF ¢ o's ssk eee one eres ares 60 first election, incorporators act as......... 8637 subsequent elections appointment of by stockholders........ 8637 n by courte tads tre as Asie eae seen 8640 to 8645 powers arid’ ‘duties: i{ijien9: te -wlach say 2 ¥2 8637 n Majority of shares necessary to choice eae re 8636 except when cumulated mie Ald. ors nettle 985 8636 n shares represented at meeting, only........ 985 8636 n Notice of meeting for STARE». TENE AES ees pews. 8 eae ait « 994 8647 n regulations may provide for.......... 8704 SPeClar Aa PRI Row age Leman hy al ein ge 8647 effect; Of failure tO. piVe sais ohsaee ok tee a 994 8647 n Number of shares or votes necessary to choice. . 8636 when shares cumulated ti7i5 ss ahssaide Sale 8636 n Polls, closing of, by inspectors of election...... 8637 n ASAE CANATA RS See DAMABORAR RAI IA! ce SoPG ROUR! ARYARPINTS. Ee OE SS 60 Proxy, stockholder may vote by.............s.- 995 8636, 8647 n TEVOCAUION “OENG). ttak,ccursciasraetat ends 996 8647 n obtained by officer, how voted............. 996 8647 n Quo warranto, after judgment in, election or- a MOTE Pecan ssw ey teat ies ee edie Wee ¢ 12319 Quorum Caen lacks barks etcetera eee 64 Right of stockholders to have annual : after receivership and sale of property..... 993 8647 n by-law providing life term of office........ 993 8647n | TEMECVaeLOM CNLOL CO ainyerei-woverfaloicke ohele tn aatlotencies 993 8647 n GMAT QIOCELON: 54, \otelaes to er ha eng riere gp wis! hy AR 997 8647 n Sale of voting rights; ‘walidity... sc. 0). «6 sss 996 Tellers, see Inspectors of election Time for holding ; PIT SC ye See. AIS Mt Bibione od Sepa 8635 SEELIEULGUL Se RPE UC ts, bcs oon yscops,ai mass svavts Meena 993 8647 n first Monday in January.............. 8647 date specified in regulations........... 8704 clubhouse» corporation... < oad ea deineaes <5 48 8646 Witham: Clectlony What v8 css orc. c acne tears he tarreus 997 8647 n Wacanciés; (Wow tiled ite nrg cee 2 otieter. ss asae eons 8662 Validity of,” how «determined. ©... 0.35 seas: 998 8647 n quo Warranto § 22555). 2). ov ad bh he erred apes 12303 n injunction against illegal directors........ 998 8647 n PONATETERFALCECK y's". aide vlateia'sta oeains doen 999 8647 n judgmert in quo warranto.............-. 12318 new election ordered by court, after judg- TONG RAMs hitch ate iwels «o'r'e.2e CRU Tee eer 12319 Vote, who entitled tone. Saalinenia : saanlnoun 61 registered holders, sepey.mocwiertias-it 995 8647n, 8673-3 stockholders in default for payment of imate limon’ vies ss ch, «45s eet 8636 transferees it. ibs shas. + co, duane eae Ae holders of preferred stock............ 1055, 8669 n pledgee of treasury stock............. 995 8647 n list ‘of: stockholders... . 6. #6 wadsrone FO 8642 absence Offegiuh deieelicciekiore hos an 8643 closing of transfer books.......... 61, 170 8642 Votes number stockholder entitled to............ 8636 may be limited im articles............ 8638, 8639 INDEX. ELECTION OF DIRECTORS—Continued. PAGE Mating -OrlisteygValidity... 0.06.6 e hee ce cee BS 996 Forms minutes of stockholders meeting...... 183, 269 PRGRICRM Ochs aS cers cobs srReleerae Hates ‘a Vole ropettaneeeed PRAL DAME ORI eal ole 744 Sale or lease of property to street, railway J s', Sh. Pea kn een ee SECTION 12530 12644 614-2, 5416 614-73 3714 n 614-73 9193, 9195 9194, 12644 . 9321 9195 n 3983 n 8975, 8976 9195, 9193 3637 614-60, 9171 614-60 9195 9195 9170n 9143-1 3982 3988 8706, 8707 3990 3809 9134 to 9136 614-60, 614-62 9320n 9321 9192 614-60, 614-62 9334 to 9336 614-2, 614-3 614-2, 5415 614-44 to 614-46 398% 614-44 to 614-46 3983 3982 n 9134-9136 614-60, 614-62 INDEX. ELECTRIC LIGHT AND POWER COMPANIES— Continued. PAGE Stock issue of, void, unless authorized by com- TILISBI OW Meee raterets stoves oie rare (ever Vigne ane Oe of other companies, power to acquire....... Streets and highways franchise required, to occupy.............- penalty for occupying, without franchise... CONStTUCHION (Of UNESNIN: ti oly eee h eae tees see also Franchise above Subway, change of poles on construction of..... Taxation of property. tax, . gone hk. Vee tee id, OL eal 2383 SECTION 614-53, 614-55 614-60 9193, 9195 9194, 12644 9195, 3985 9143-1 5420 to 5431 5445 to 5448 RCL SE PLE Seared Ss Poteips oes ne bayis 2a no ei sace Nese veauoasaedohens 5483, 5470 to 5492 Telegraph companies certain laws relating to, application to electric light companies.............. ELEVATED RAILROADS ..........:.0-.00 0+ eee MELA CHISC ELOISE) Sera ete oie, or era eae ale eee ie ee ol efor? fare, city, limited im... ... 2.0... eee oes may provide for municipal ownership...... acceptance of, by grantee...........-e ee ee Curative, statute AS TO...) frerrst7.% 6 store erotole le referendum on ........... Goeiaegbhs Iie ig AOH Injury to property, liability.........-...++--- Appropriation of property by.......-++-+++++: Manner of construction...........-++.++e+ee-- Change or relocation...........--++s2eeeeeeee Are “street railroads” in public utilities com- WISSIONTACTO | Aes ce teks Fe eee cane os ELEVATOR COMPANIES— Lawes Sodio. OF BBS St ieee nee Stra oaie Stock of, power of railroad companies to acquire Articles of incorporation, form of..........+-- 129 EMINENT DOMAIN (see Appropriation) — . WPGHMGA [ke ph « oamamtediee Eset egccs' sri OE gett Vs 2116 Power of vested in general assembly......------+-- 2116 courts 1aay prevent abuse of.....-----++-- 2116 statutes conferring, strictly construed.....2116 quo warranto, remedy to test.....-++-+++++- 2210 EMPLOYES (sce also, Railroads ; Mechanics’ Liens) — Mutual benefit association of, form of articles. 242 Sale of stock, to, payment to be made out of dividends, validity .......-+++s++++055 1105 Class of preferred stock created for, form.... 121 EMPLOYMENT— Contract, made prior to incorporation........- 939 ‘Contract, when binding on purchaser of entire corporate property .......--+++sss0+° Contract to procure: corporate office or.....---- 1044 9192 9142 to 9149 9142 9144 9147 9148 9143-2 9148, 9149 9146 9145 9143 9143-1 614-2 10172 10173 11038 n 11038 n 11038 n 11038 n 12304 n 8682 n 8627 n 8710n 8664 n 2384 INDEX. Se PAGE 9948, 9929, 10011 ENGINEERING AND CONSTRUCTION COMPANY— Articles of incorporation, form of......... {nity 130 ENTIRE PROPERTY, see Sale of Entire Property.. BIEL ETY) | QO POO DB ha eatiger tre nai k cine nna. 933 EQUIPMENT COMPANY— Public utilities commission supervision and control by.............04. a “railroad” L110 dy DSN es Cee Cpre ? bs Taxation of property Defined EQUITABLE— Owner of stock holder £60 DPOseCibe, oo 2. P atte she bs 1033 ESCROW— . Of stock issued for patents ete., when re- quired by Blue Sky Law Commissioner 36 form of agreement Pb i Ne! Sa See 284 ESTOPPEL— Of corporation by action of all stockholders.............. 935 Ek. aD MALES ER, ANG 943 of \Meeting |)... cnineeane Met ot Bos tis ee, 994 properly adopted ....i...... see ees 1141 SECTION 10193 to 10198 8710-8718 8627 n 614-2, 502 614-2, 502 5420 to 5431 5445 to 5448 5462 to 5469 614-2, 5416 8660 n 8673-1 n 8689 8673-9 n, 8673-10 8660 n 5504 8627 n 8673-13 n 11038 n 8627 n 8647 n 8705 n 8701 n INDEX. 9385 ESTOPPEL—Continued. PAGE SECTION Of officer, to set up unrecorded mortgage...... 1044 8664 n To deny corporate existence........--+-+++++> 937 8627 n To deny existence of foreign corporation.......-. 417 187 n As a defense to stockholder’s representative ‘ RUGNic: ee Mee 5 Bibs CET AOR DO OCI 1032 8660 n In favor of purchaser of certificate of stock, prior to uniform transfer act.......-. 1074 8673-5 n Municipal corporation, of, as to defective fran- GUDIS Ceeeae per tet oh catch oPavrct or hotnn et oh ebiarenetehensgelers 711 3714n To.set up Ultra vires...) 6 WN eee. feels oe 943 8627 n EVIDENCE— Certified copy of articles of incorporation, as... 8629 Of corporate existence......--.erereeerrses 8629 n Of-action of directors.......----eeersceteees 1013 8660 n Si GclAYOCONG Orit: ee chic ee pe scout etn pas 1060 8673 n Subscriptions as to time of making.......-.--+--+-++:> 967 8630 n TI SUITS ELON COMLECE Patil e ets eicnene ere poss cere 1093 8674 n In suits and prosecutions under anti-trust act. 6399 n Of existence of foreign corporation, certified copy of license aS....----++eerereees 190-1 EXAMINATION— (See Banks; Bond Investment Companies ; Building and Loan Associations ; Insur- ance Companies; Public Utilities Com- mission; Tax Commission) Of corporate books by stockholder......-++-- 8673 EXCHANGE OF STOCK FOR PROPERTY, 23, 73, 36, 975 Rescission of, corporation may acquire its own Eos 0 NE I a OI TCR SAA 956 8627 n Power of directors as tO......--+-+e ese esrcass 975 8630 n Fraudulent overvaluation of property, liabili- ee aL Oe eI ORCC raat 976, 1091 8630n, 8674n limitation of action......-.+++eerreereees 1093 8674 n Incorporators have no power as EO gato pa Kel? aekets 981 8632 n EXCISE TAX— nyt (See Taxation; Tax Commission; Public Utility ; Franchise Tax; Insurance Companies ) On public utility companies... .. ++. +++ rss se ee 5462 to 5494 sleeping car, freight line and equipment companies 0... apie He bp ele wee tr 5462 to 5469 other public utilities and railroads.....--- 5470 to 5492 does’ not exempt utility company from prop- viet J LS oe Rg a a aaa 5490, 5404 n constitutionality .\....esee eer erenes ste 5450 n, 5485 n motor transportation company.---++:+++*: 614-94 to 614-96 614-98 On foreign insurance companies Ley statement of gross premiums, et@ridaeionas «3 5432, 6433-1 power of superintendent of insurance as to. pk amount and collection......-+++:+.79*" Bes remedy for wrongful taxation....+-++++99+ 2386 INDEX. EXCISE TAX—Continued. PAGE SECTION On foreign insurance companies—OContinued. failure to pay action® to collectii nro G7 OR Teel AE 5434 revocation of license...........0..... 5434 POMBE 6 Ta 1d CRE Aas Sree batt 5435 retaliatory. 4202. 10... SPT, I, POR aD, 5436, 658 EXECUTION— Of articles of incorporation................+-- 8625, 8626 Of corporate deeds and instruments........... 953 8627 n PIOOL Of i8 ead. Axdwaehiemar aces ede ates 954 8627 n necessity for corporate seal............... 954 8627 n Of sconimercial paperin Matti asieik.d Ganesan 957 8627 n Writ of corporate property subject to levy......... 952 8627 n shares ofjstock, levy ON. siss40kheue cae ene 8682 invalid unless certificate surrendered or transfer enjoined. ...... 2.246 s00 8673-13 creditors (remedies. .......+-«0<> 8673-14 railroad property, levy on................ 1243 8793 n GXEMADULGTL G Uicd.\:a grit Holes: wave See oe Son's MERE 82 must be a director. or.trustee....2........ — 8664 e Must; beta ‘stockholders. ai sJ193 . eat a: 8661 elected’ by directors... vi. sn ewes ween oY 8664 alithoriby 2Ofs1< a. es. GRlR0OR. Aa. Les 1046 8664 n presumptions as. toO..........- So. ee LOBit 8660 n CONIA T TOGO Sg ec Sees ce os BOOM 1047 8664 n payable to himself..........0% 00. 1047 8664 n to execute chattel mortgage........... 1047 8664 n to bring. or. defend suits...........5.. 1047 8664 n to sell bonds of corporation........... 1047 8664 n to surrender corporate franchise....... 1047 8664 n to sign consent for street railway.....1048 8664 n liability, signing “full paid” certificate of BU OCH past le fail» cantik scent pia etnias 1048 8664 n SALAS CHECKS OB ot coke cowis'e «leneke doko eb Mere se e680 59 power of directors to fix their own.1025, 1044 8660n, 8664n SMO CHOUATY Se Meie titer a! silo stele cs either eietanialtar aos «' 62, 1048 authority to issue stock certificates........ 8672 authority in general.............+-sse00 1048 . 8664n liability of surety on bond of.......--.... 1048 8664 n Treasurer : general powers and duties........-.++.++- _ 83 duty to account for funds................ 1048 8664 n liability, for funds deposited in insolvent PRIS, os oun ts beh vhs Os Send hoe nas 1048 8664 n surety on bond of, liability...........+.-. 1048 8664 n contempt proceedings against, by receiver.1048 8664 n defaulting, when suit may be brought...... 1048 8664 n Cashier of bank OWELE Grins Hs ka ities Reet eae ole te 8 Saye 1050 8664 n right to be appointed administrator of estate of debtor to bank.......---++-- 1050 8664 n Chairman of the board.........+++eee eer reere 82 BlOmMPtPOWer sii oes oon ae ee ee werden git Bie 8664 n Vice-president, ......--sseeseecerenerrees 82, 1048 GOMOPAL “MATALOT © 5) cra. gio: oretels shoe! oie el oh! e! oe) eos 83, 1049 Managing director ....0% seeeeeertennee ntti: 84 Liability, see Officers and agents.....+-++-+++- 1033 8660 n Quo warranto, against persons usurping office. . 12303 EXECUTOR— Power of corporation to act AS....-+-+++++5eeee 958 8627 n collateral attack On........eee rere reenter 958 8627 n Power of trust company to act aS....---++++e:: 710-160 Power of, to transfer certificate of AbOCKH spe 8673-2 n Power of, tO give proxy... . teste e teens 996 8647 n EXEMPTIONS— 1093 Appropriation, from, cemetery Hots. atte ee 10098 Execution, from 10101, 3450 Gemeavery LOG crs e sees ects ee sem erste 9388 INDEX. EXEMPTIONS—Continued. Execution, from—Continued. railroad property fraternal benefits Taxation, from ; constitutional provision stock in Ohio corporations................ stock in foreign corporation.............. other exemptions must be clearly expressed................ annual franchise fee, certain companies ex- Cmpt TOM | < canesgeweehawauee® dalowik funds of fraternal benefit societies........ secret: ‘societies, : certain... .....6h sae-.aaois cemetery grounds lots: ‘in Geméteries. ...) 50.5. sbf@atiols wat. odd property of corporations formed to protect dead bodies CUR ORES 6 5 6 0p 6 0 ole Win ee) Sars ee eee ee eee ee ee eee Cm e save sdtgen ses ceils oS alee eke eh el OL 6, WS, 0, be. aay o eee Soe 8d 2 ep 0 8 & 6 wp bb bd tele ooo eer eee eee ees eee eee sees EXISTENCE OF CORPORATION (see Quo War- ranto)— Begins when PAGE SECTION 8792, 8793 n 9482 402 Gonst. A. 13, § 4 for taking stock subscriptions and electing ME nds ts ta, ee ee ee 932 for transaction of business............... 932 BE ORE iF, ch aahaess #8 + beta cies a 936 POOR ED On. oo nee eee 937, 417 Begvlesion limiting 0.3... ig OO. 1147 Foreign corporation, where no business done in POR, BEBEO< jesus’ shores Soeiedces bie G2 athe .. 427 Formed to deal in real estate, limited.......... Not affected by re-organization into no-par- Valus HOMPOravion .,.,") ptie he case eee tee Proved how certified copy of articles, effect of......... 964 in appropriation proceedings............. 964 whan MeCcagary .. 2... as ne seh eee see 963 Ot) Toreign > Cerporation ih sve. AvERELA oon Pleading, necessity of in actions by corporation................. 963 appropriation proceedings ............... 964 actions by foreign corporations........... 416 actions against corporation............... 964 OTUDINWL eLIONS * 12751 e ua nieeh ontiniee btn 964 Termination of by failure to make reports or pay taxes.. for violation of anti-trust act............. misuse or non-use of franchise............ unlawful exercise of franchise............ Ultra vires act, effect of:..:.<:. 2:28 298, Soe 941 EXPENSE— fr incorporation <2") iviesas peters ¢ 42 tan ee een 12 EXPRESS— Powers of corporation... nconal) meoarcnetceun 192, 5372 192, 5372 n 5372 n 5372 f 5518 5365-1 5364 10093, 10105 10101 10192 8627 n 8627n 8627 n 8627 n, 187n 8704 n 194n 8648 8728-9 8629 8629 n 8629 n 190-1 8629 n 8629 n 187 n 8629 n 8629 n 5509 to 5513 5525 6400 12304 et seq. 12303 . 8627 n 8627 INDEX. 2389 PAGE SECTION EXPRESS COMPANIES— (See Carriers; Public Utilities Commission; Railroads; Tax Commission) Agent not to transact business for, when taxes ebc., UNnpardyeas 2k Lue. Steal MOIR 5676, 13415 Articles of incorporation, form of............. 130 DED WEN Peskin. as doe oy Mibia'w w OURO SR 614-2, 5416 Employes pass may be issued to, when.............. - 516 association of, when exempt from certain LaW8 \is 2 oh NORA SUL), ZAI, wie tie 9459-9461 Public “utility, wherias, . Jovsts ....egnatea...s 5415 Stockholders, ineligible as railroad officers..... 8789 Public utilities commission supervision and control by................ 501, 502 @ reiiroaa company” Under. ... . 3... temas 501, 614-2 Taxation of f } WRU. Mas BR Beira oso. 5 OMreeemNror ca 5449 to 5459 OL SC DAK ommee totes fererer orl ogc vores of onsictn siete es hae 5485 collection of tax; penalties........05../0.. 5675 to 5677 EXPULSION— Of members of corporation not for profit DOWEL Of COFPOTAtiON.. ... oo... ee ceee bles db ocle 1003 8653 n may be provided for in regulations........ 1146 8704 n grounds and procedure......:.....-0+0..- 1003 8653 n wrongful, remedies for...........-+-+5-.- 1005 8653 n wrongful, exhaustion of remedies within COTPOTation . .. (ve Waki. Awa Lie ae 1005 8653 n ACQUIESCENCE IN. 0... eel cee cece see eaens 1006 8653 n form of regulation providing for.......... 253 Of members of board of trade or chamber of COMIMCT CON gee oie ale #12 ieee eueyvin sic) she) oneh = 10144 EXTENSION— GR isic MOLT ATT OFC s on) causisvetisreiere cusi0 ov ease nee iais a> 8756, 8772 OTeshreeh (TAMIWAY : 25 50. Shel ch eee ee eke ee da 3777 Of rR Ike OS. ih. og wie Sh eed 8 9237, 9273 Of time, by tax commission.......--.+-+++++++> 5516-1 Of plant of public utility...........+---++++: 614-51, 614-33 Of life of real estate company......--.-++++- 8648 FACTORY— Building company ...%....--eeeeeeeeerterees 10210 TOPE) OF ALEICIES ... ov. we eb sie eo eyo ttmees 124 Power of railroad company to build branch AH taba acteck telah shs§o Guetays eSheleye hea pe 8757 n Side track to, appropriation of property for... .1204 8759 n Tracks contiguous to, duty to switch cars of Other ‘railroad <.. 2.2. s ee mes neice 8998, 9000 to 9002 FACULTY, see Colleges and Institutions of Learning. FAILURE— To i ate, liability of promoters on con- See seatte hi dees BEET OIE S 939 8627 0 Of officer, deemed act of public utility......--- 614-75 2390 INDEX. PAGE FAIRS (see Agricultural Societies) — Buildings: “for: qseoingiawenD... eid, ass FALSE— Answer in application for life insurance, effect of Imprisonment, liability of corporation for..... 948 Representations, see Fraud FAMILY ASSOCIATION, form of articles. 2.). dwirses 240 FARE (see Railroads ; Public Utilities Commission ; Interurban Railways; Street Rail- ways )— Power of general assembly to regulate rates,... 400 Illegal, charging, quo warranto............... 2210 FARM LABORERS’ ASSOCIATIONS .............. Attorney-general eunual) TRRGrE TO. deed cerligtiia wi ddte ats ian onal report Of, oOn..............ae ced. Rich Ponsa lid Meron se uais ngs vata, kate he hae Oe ene ad IPRIIOC aa ct cietkee salen a ates Seu on Sea ee Form of ‘articles... <. Siva) Sor. te Sapte 240 Investments, POWer a8 .t0........0nseceee dese ag Library, power to maintain...............00.. Officers or trustees, loans to, prohibited........ Real estate, power.ag\to. 650. co. kn 20). So ehee FARMERS (see also Agricultural Societies)...... Institute, fo¥m') Of. artiGles ... 6.5 sibs. ccasccien ld 240 Co-operative marketing association, form of articles: io. vada sq: oat . 1 Sakae 156 FAST FREIGHT COMPANY— Stockholder ineligible as railway officer........ FEDERAL— Caysbal “stock: tax yl 852 sess 40 1016, 1115 8660n, 8684n FILING— Articles of incorporation’... "20.2... see eee eee 8626 EROTIC a a aes a. ae.cie sree ene 932 8627 n Certificates relating to corporation............ 8626 Conditional sale contracts of railway equipment, eee cetera n ne bak ss, 30 5 arg 9060 10 9063 Fees, of secretary of state... i... 0... se eee ee eee 7G this arse FINANCE COMMITTEE .............seeeeeeee ors 76 FINANCIAL— Acceptation of term “capitalization”.......... 24 9392 INDEX. PAGE FINANCIAL CONDITION OF CORPORATION— Annual statement of, to be furnished stock- HhOldC# Sr, 2.50 «.~'o. ausleiate vin oe 6 oie ORO False statement of, liability of directors at- POSTING 6 wetanin do cae esi ueelEmo, Leet 1037 Prospectus, etc., misrepresenting, penalty for TASUIN Gs < cs: sd tae ae eaten Roe nor TEADDRLAG Ye chy inten sn 6 ce vaio» ania Ls AAO LES LIALA 5 Insurance company, of, false statement as to, DOTIB LGN. 'atiys lo: Aveda ia dace Ben pe conten tana FINE ARTS— Atadémies. Of ...0:... ..0sica ons ale sin OA ARAL, Art Museum COMpPany.. .-.3...aCsbiviwhldkl Ade Coldegze FO POOLE, o.6 mses ce ue sess. odesn ow «GSU RIED FIRE— Corporations to prevent and discover........... TOUT, OF OQ RUAGICS 9 Basi, ins ce uel Nida hada aay ace 243 FIRE INSURANCE COMPANIES— (See Insurance ; Insurance Companies; Insurance Companies other than Life; Salvage Cor- porations ; Superintendent of Insurance.) Advertisements, restrictions on .............-. penalty for violation Agent of company person soliciting insurance is ............. examination of property by ............... may represent insured, when ............. 1843 various! poWers. of. «+; 2.5 0. .kG, atiolinwee 1843 Articles of incorporation, form of ............. 134 Capital, see Insurance Companies other than Life of foreign company, what constitutes ...... Charter forfeiture, for payment of illegal dividends. of mutual company, forfeiture for failure to Make anznal’ reporte. ae eka tse Consolidation of joint stock fire aad marine COMPANIOS kn wenn tr saantie sists ‘uktineatieies 5 Contracts of reciprocal insurance............. Directors, see Inswrance Companies other than Life Dividends payable out of surplus profits only....... ay BOW Proves estimated. sa ssashs anew ae meee illegal, forfeiture and penalty ......../... . BOTA x: coet ah, via ors asl ola eitastie tar otic PORE Domestic, mutual Aefined' inn» isspeipteseppingaienanGeaamldetartnensel sched deposit of securities to do business out- PIG, OFS REAEA viwiccst ches « wrara inca adenanex aie a.0 a9 oo 6 0 ate 6 @ 1s 6 « ame s S16 BSCLAN LS. INSUTANGE 44. datache dis. dienes ote Foreign, see also Insurance Companies other than Life several companies may have common agent. OAT aL. OF» sre’ as «sc ecacahick ben ea. bo eee annual statement <1. SOS ee LRT, ae SECTION _ 8685 8660 n 13175 6373-18 13141-1 9972 to, 9977 10193, 10194 9922 et seq. 9873 to 9879 9588 9589 — 9586 9583 9586 n 9586 n 9566 9533 9558 9544 to 9549 9556-1 to 9556-13 9532 © 9532 9533 9534 9607-1. 9607-31 to 9607-38 9556-1 to 9556-13 9564 9560, 9566 9567 FIRE INSURANCE COMPANIES—Continued. INDEX. Foreign, see also Insurance, ete.—Continued. mutual company WERIDAL: «renter tere 6! or oe hte « RIPE MALA. 10 MEO OW eo taco ve SS occ dee cae nae revocation of license retaliatory law alien company admission Incorporation, see Insurance Companies other than Life Insolvent, preferred claims Insured subrogation to rights of compromise with License, see also, Insurance Companies other than Life ep Th a POLIO DS, RIL OT I SE expiration . . PREV Pi saan ciatietnt at abel ste hinyat af ste a dia SS SORE, foreign company revocgstion a ].426 Pha 09F, LORE Geld, for violation of law as to cancellation of policies for rebate of premium for violation of rating bureau act Liquidation, involuntary, by superintendent, see also, Insurance Companies proceedings . . preferred claims Mutual companies alien company e, 6.6) ome, om) we ae) ee Oe S856) 8 Oe Oe. 6 ON, 8 ee 6 ee 68s) oe a Bl a Tree fe fw ie 10 eee 16 (650, 6 6s 6 See ¢ «6.0,» @ (we) elie Sree) a te tee We Ooms Tere 8) > Jet. p ce] eee wo ad ee wi ee 8 eg jefe a eve eee eeeneeetececoereroeoec emer eeees ene e566 6 6-2 eo 6's 6 © 0 6 © 8. 6) Oe O06. 0/0 © RNase 6 9 alee a7 sgaiele de 6 6.0 0704.0 6).8 Bite Bhekaeta ceed © @ a 0).6 6 9) 0.4) 61m, @ 0 010) 69 articles of incorporation assets defined investment of business kinds authorized bond before soliciting license to do may commence when expenses, limit on incorporators by-laws capital, impairment of directors terms liability for losses foreign, see Foreign above license .. . Ree) ce elm © es 8. G16. 0) 'g) 6.8 sues] 6 ane) * « alec a e¥ele eee OO 6 eo ee Cae i olelec © cee 6 0 oe 6,6 0 6 0 6.6 ee bie 010 6.4 6 ee 8 8 Oe duevelepeetele be 6 ¢ 6 6 e 6 6 0 6 Ce wee eb whet ee) 0s) diel s Se a7 88 Stalereleie aw%s 0% plele se 6 6.6 « 8.6 0 6 Sve we, ate «dle 6. ee 0,°> 6.0» 8) Bb «4/60, 6 \o DPC ISISseTeLS 6 b bles @ d) 4 6.6 06 0 6 ¢.6 6 Oe) s 6 46 6: 9/6 je sb oe fo uk BO Th BO ONO 06 F ice hr Ole LU Lepenens G8. 6c 6 0 6 e800 ae 0 C'S, 68 pistetave tb ous 6 @ ule 9 6p eee loans to, by officer or member profits of, what are dividends, Scrip ......-.cseecesereswecces laws governing, not applicable to mutual protective associations ce ee 6,0 G6. O180e ab Be eB eye ef See se ve oie « @.8 © e aware © 6 6 & eee w oma . PAGE © 2393 SECTION 9607-1 9607-19 9607-21 9607-26 9607-1 9607-20 9607-21 634-8 9587 n 9587 n 9522 667 9523, 646 9559, 9607-19 617, 9607-21 9582 9589-4 9592-16 634-1 to 634-7 634-8 9607-1 to 9607-38 9607-1, 9607-20 9607-21 9607-2 9607-1 9607-11 9607-2 9607-4 9607-5 9607-4, 9607-5 9607-13 9607-3 9607-3, 9607-7 9607-14 9515 9607-18 9522, 9607-5 9607-19, 9607-20 9607-12 9534 9534 9529 9394 INDEX. FIRE INSURANCE COMPANIES—Continued. PAGE SECTION Mutual companies—Continued. assessments liability: of «membeng 74.0, JAtices ante hen 9540 9607-15 to 9607-17 enforcement .of ...<:<, «i so qeateid te dee ae 9540 defenses, .. o7.t.vsosimtn etait). Op ae ae 1899 9607-16 n examinawony Of .-6)-29) vip. eew ate eee Hateistete 9550 625 to 627-2 expenses, contingent liability for .......... 9528 laws governing, what companies subject to. . 9557 losses, contingent liability for ............ 9607-10 members moliey holders: \arG.icshauck. pee eater ree 9607-6 voting; wights) of... .......°.0..to. divers 9607-6, 9515 Girechons’ Must. hej... ch y/sjerie stat hae 9515 liability fox jiremiums, |, .s. . wpa pngy op laca.s ays Wein ore 9510, 9511 to insure against damage by water......... 9556 to insure against lightning, tornadoes, etc... 9556 Preferred claims, unpaid losses are ........... 634-8 Premiums power of agent to give credit for.......... 1844 9586 n provisions in policies, as..to............. 00. 1852 9587 n febates .of, prouiplted. on. ccna. « -sadsehaiee te 9589-1 to 9589-3 mevocd tion, OF CORR On deus sive rutmaceda 9589-4 Rates for insurance Tate Makino urea ACh yn. s.. dime seers 9592-1 to 9592-19 ASNOCM ONES BS. LO) TADVCS . . siete aicye em tones 9592-13, 9592-14 TAT DCPARED nic + gin reais heas eldiv ond hae? : 9592-2 In ONG, DUTEaW | ODL a ck vey ldiewians's 5 9591-1 to be stated in application for DUTOAU «. . kkigt- sd ieee tare 9592-4 rates discrimination prohibited ....... ; 9592-8, 9592-9 Gomplaint AS CO. es. cum by «dpe 9592-11 ASTCCTMHONES: B5.L Oust ekecsiahe elnarehelal Coe 9592-12, 9592-14 bureau duties to have office in state....... 9592-3 to: Inspect risks... vssiamnes 9592-5 to' make reports <...t. sscnes 9592-8 not to contract to insure in any particular company. 9592-11 superintendent of insurance IT. GUPIT LOS Dye ptheruatadv-atasora dhe clans sierae 9592-6 examination of bureau by....... 9592-7 complaint as to rate, hearing.... 9592-11 disapproval of rate agreement... 9592-14 mutual protective associations, act not applicable, wsten is resets 9592-15 INDEX. ® FIRE INSURANCE COMPANIES—Continued. Rates for insurance—rate making bureau act —Continued. penalties for violation of act insurer not to pay fines of agents combination by foreign companies to control on cancellation Reciprocal insurance attorney declaration by license agents, authority contracts of, authorized how executed pending organization actions on financial statement reserve fund penalties for violation of law superintendent of insurance fees examination by Reinsurance... reserve fund Reserve fund impairment of Stock, see Insurance Companies other than Life Tax on, for fire marshal’s department Unauthorized insurance, see Insurance Companies other than Life Valued policy law se eee eee 0, @ee, 6, ©. ©! og 0, 0,018, '6, 6 (6, 0, 0, 0 ee 0) 0,'o 8 Cine h G.n eee, & ee Ww O16, 8) > wale Pere ic) SC ee EPC Ur Mm SM ic mOn © € a. e Big, © SL Sle (6.40 Oye 0 6 ¢ 01018 © 0/0 'ej,0' 8 0, 6 sim oly: estat etches = of 6) Sih) eis 6 farphe tare eue 8 86 6 8 a ape mn Se Sie CLS 6B SKe TS CLOTH yee 6S pies 60 @ 60) les 0 Ww 0) 0! ie isle © «6a, =) Of 0 (@ 0:6 aie @ 9's iene an, 6) Se Ve bic « pee je) Si'e 8 0 ce we Bias Sel eiele Shai Cle ef fa foe) 6. See ewe os ee 8 6 eo 6 ULh.6) ate a ae eee Sse ee De LOTR, Ae Ieee AES ee Oe a Gleiete el a <,6 6 6) 28 vis ob ele 76.8 0.10 6) 66) 5 Oe > eae 0,6 6 6 © © & es bo oN a ei Rie efefere ee, © a be 0 6 6 6 6 ab 65 b U¥arateta® Ofer epic febellaitelels, o, 8) ce. 0. e :=_ as) 0 Sk #6 sO) 8:00) CL aee ooo eiehatend wiwleteie.< o Siw so wfereudre 6 etal te\er es « cates © aissa piesa srt was) Ss ee ie) Shee se eee eee eens © 6 6 6 © 0 © 6a 0) eo: ie) (nile e © tg) ie ie; felie! oLeve Ye FIREMAN’S RELIEF ASSOCIATIONS ............ Assessments ... LOM ar 7 Ne GEN elas cieccxe shone aa 2 axes eis sl mines Directors or trustees Powers .. Property .. Regulations .. . FIRST MEETING— Of stockholders Of directors FISHERY COMPANIES— Powers and rights Form of articles FORECLOSURE— Of pledge Of corporate mortgage sale to directors sale to trustee for bondholders 1152 sale to bondholders, sheriff not entitled to “poundage... 1152 FOREIGN CORPORATIONS (See Fire Insurance Companies; Life Insurance Companies; Railroad Companies.) Generally 95, 422 Palbas slbibave 4 .6usrallese 6! 4 0 0 6)0 latele) Pilea « eo 0 Die \e@ nie ie) ove) chee 06's) 00, © e%6 is ele nie) sw lo. @ &, Cle © Oe 0. 6) 6m ple © 2 Ob5 Se OIE 8) P CLE 8.9 al Mee Bein aw en Oe are grees aR es Serena eee ae «fora « ots fe a poeta Biatea © » 09 ce Jone @h@ 6 CPi 6 ® siete b sue, opm 6.006. o ue aS we e's ls) eel pte a eo ne aiwle eleieiake ¢ cue jens. Spe chelpip Yep efeye a eiere phate. Cieus: Gre lmnge Oae 2 8 6 6.0.6 © eo. 68 Bye one lel e168 sis) Bye etd fee C1N se 6 9 O50) 8/18) 80 ie eeaceh betes Sra err evSUaheek SorvEe g © FS 8 Be © We ee ene Sat etatet as. ace 0807 a" 6°97 eo e" e10 ss ust wibie Glalete’ 2.4) 0" 2\8" 8) oe) oe" ees BES a Uae es te ee eee i eta heutsita te fom. woe. fe) Tepe pub he Be he ce leds w gid Jebel ble Bie gpl ele 4 EN algo! 68: b Ck Pee ee a ee ee ee Re S Gere PAGE 2397 SECTION 9592-16 9592-17 9563 9578 to 9580 9556-1 to 9556-13 9556-1 9556-3 9556-10 9556-11 9556-1, 9556-9 9556-2 9556-12 9556-4 9556-6, 9556-7 9556-5 9556-13 9556-3 9556-8 9555 9590 9590, 9535, 9532 630 841 9583 10176 to 10178 10177 10176 10176 10177, 10178 10178 10177 10174, 10175 8682 n 8705 n 8705 n 8705 n 8705 n 178 to 194 2398 a INDEX. FOREIGN CORPORATIONS—Continued. PAGE SECTION Actions by certificate required, to. maintain........ age 178, 187 pleading compliance and non-compliance. ... 416 187 n pleading corporate capacity ............., 416 187 n pleading corporate capacity in appropriation CASO. PUR shen era’ atetet o8al oat Bat etctaletoteradiee hes ae 417 187 n Actions against on cause of action arising in another state 179n VENUE ores sist ene Seb i8 toe alla a lakstave Swat ww igatala ie Se 11276 removal to federal court, waiver of right. 429 1940 jurisdiction of Ohio courts............... 179 n, 11290 n Agent, on whom process may be served to’ ‘be* designated fs eryccercers ope Rokiud 179 to maintain office or place of business...... 179 service on, confers jurisdiction, although cause of action arose elsewhere........ 179n déath> or vemovil- of -ai'isc cai sevcaes SHRINE 181 BETVice® ON ee TET) Ai Pees Peery erie P 11290 As “persons” and “citizens” under federal con- stitution and laws ........0......0... 428 Attachment, against in common pleas court ..... 000000. 00 0000s 11819 before justice of the peace ............... 10253 exemption frome. sec soserwerden gt aes 186, 11819 n affidavit for, must negative compliance, When nO eee ke pie nes PaR en 11819 n, 10253 n VOTE ee Ue ath ee ee ee ee ee. 11276 Banking business transaction of, by foreign corporations, pro- Hibiped "sh aa ec. tka dre ees ee 9796 excepting. loan of money .:............... 9796 Building and loan associations ............... 678 to 681 Business “doing,” or “transacting” in state, what con- ARitWhes =. Ria es hee weer gr ewe eee eeKE 423 must be lawful for Ohio corporations..... 409 178n professional, can not enter state to carry OD 65, doa. iia S19 DOA Re Kae eM at eee ea ee Pets 409 178n real estate, life in Ohio limited to 25 Vi GATS Oo. ae eroice apurerarar elvan ere sono tees eter oe 409 178 n_ doing, in Ohio without qualifying, conse- QUCDICESY Orcleiaisccisis scr etait one aera 99, 426 wholly transacted in other states, legal ex- istence not affected... 00.62.00 0+ cuke 427 194n By-laws of, are similar to regulations of Ohio corpopationa™. .. ia. basse eens eee ereane, 58 Campaign contributions, affidavit as to......... 5522 Capital stock, increase of, additional fee on..... 185 Certificate from secretary of state license feaidaw. ..s.i...htounct est hee ee ane 178 to 182 franchise SHS lg) tk en Are et « Muices is Gee 183 to 192 what corporations need not obtain....... 188, 5508 certified copy of, as evidence of in corpo- ration bet. .% Pe FER ee Tae) SUR ee 190-1 failure to obtain, effect of action can not be maintained.......... 178, 187 on contracts asks Wk LAO: * 5508 attachment, subject to .............0. 427 194 n INDEX. FOREIGN CORPORATIONS—Continued. Certificate from secretary of state—failure to obtain—Continued. ouster by quo warranto penalties for suit for Ce SO el Send eee eee oy sree aNGl WER a gw sive cae ete) CL MAN) im OL. 6 eV rete Gh ya taal, pene OL OAT e ne 16 Ta teal eiiel & Tae: dio 5 ah TC UC ee en era of corporation revocation of on death or removal of agent from state for violation of anti-trust act........ for failure to make reports or pay taxes buss so! COE eae a Pee ae ee Contracts, validity of, teMied rye sO OL aesaiend Be Delined iT cop Let tolis: Ai ahatetts” bits incorporation in more than one state, effect OT Ee eile ca on oe ATH SE HS oie domestic corporation does not become, by © STAs Ee CL a 6 e/a. Pee PRO Ne.c es." 64a. '0' BC. ay Sikei's shulelia.o'.0: 6.6 © ae PME e nea Ls es |S SNe, te le ete iel love me Pa Ieee Ee SOV. Cain e666 fd) e' ile eet Gielen e CHCe SD arer aa rur WO wns Seer a es OLD, APL Mie TO. BTS foreign railroad company © 1?! 16)'6)16. 0,2 awa) Vlele ew initial, no-par-stock Corporation 0% nu he annual SR) wee aCe (ele ©, a8 ow) a) ee) ste’ 8.6, 6 6) 6 Cvee ee nee eee O08 OO UeL es en0 Uk O18) a, 848. 6 2 ¢ ole lg sae par stock corporation..... siteeee no-par-value stock corporation.... payment: under’ protest........... 414, PAGE 416 422 422 423 423 421 2399 SECTION 194 n 182, 186 §523 191, 5523 187 n 181 6394 5509 186 n 11976 to 11978 5521 5520 9026 5508 194n 641 to 643 5437 178 to 184 182, 186 614-73 9090 n Att, 13, /§°2 614-73 180, 184, 185 188, 176 8728-11 5499 to 5501 5519 5502 5502 n 5516 5502 n 5503 8728-11 194 2400 INDEX. FOREIGN CORPORATIONS—Continued. PAGE SECTION Franchise fee or tax—annual—Continued. failure to make report, pay tax, ete. remedies, penalties, etc, .......... 5507, 5509 to 5513 powers of tax commission......... 5516, 5461 Garnishee, DR rat fi etore ons (tthe an oe - 11819 n, 186n Insolvent involuntary bankruptcy, when subject to, 430 preference by, remedy in state court........ 430 wind up business, jurisdiction of Ohio courts To: 50 A, PO ee 430 assignment ‘for creditors by, effect on prop- erty ii Ohi Vee es es ee da eh a ck 430 Interstate commerce, engaged in......... 429, 417 194 n, 188n Internal affairs, power of Ohio courts over no Visitorial jurisdiction 2) 04) ua. dekemen 426 stockholders meeting, will not order........ 426 injunction against election............... 427 194n accounting for money wrongfully exacted under color of ‘@ ‘contFach oy ste 427 194n inspection of books by stockholders, will en- TORCH WHEN. - 2k. «cho trewin e oneiene aeielkere e 768 8673 n Jurisdiction of Ohio courts over when not doing business in Ohio......... 11290 n on cause of action arising in another state . 179n Legal existence, not invalidated because all busi- ness transacted in foreign states....... 427 Ohio corporation entering another state, is a.. 95 Ohio corporation should qualify before enter- Mg ADOthST Stata. Y, os harasien Hae Asie 96 Partnership or, how determined .............. 427 Penalties for non-compliance with laws ............. 182, 186 TOMISHION GOL <3 snk us ad ts os Pe ee ie On lee 191, 5523 compromise of ..7...... EM, SEO Mac, ern Eats 5524 ActiONS CO 'TECOVER yo. visa bemiiel” Sereielety« 5523 Powers : charter, can not be exceeded .............. 427 not enlarged by Ohio statutes ......... 945 8627 n general law of home state, effect of........ 427 limited to powers of similar Ohio corpora- PONE 0 a AS, A ae ie a 5508 must be exercised in accordance with laws Of “ONIO' FFs ois os eae nls eRe: 427 to sue’ as’ tax’ PRYOR CL. aes te ove sve 427 bo) pold Jand! 005. 70 oT 8GN as a ae eae 427 to appropriate property .............+.00- 9090 n to acquire property by devise or bequest. Sey} to hold stock in Ohio corporations......... 111 8683 n Quo warranto ASaINEE S.A. & ca hae anaes Setar e ee 2209 12304 n without certificate, subject to ouster by. ... 426 ' Railroad company, owning road partly in Ohio, powers, ‘ete! +. Ho eF rae Cth patente 9090 Receiver of, right to sue in Ohio..........+. e+. 1088 8674 n Regulation of business and sale of stock and securities bys. 7. Pet an hve took 6373-1 to 6373-24 Const. A. 13, § 2 TLR BO MUU aL CURT O soy y spot) co. 5c. 0,4, «6.0 ¥ SMMTEIE Lage 0% 1088 INDEX. 2401 FOREIGN CORPORATIONS—Continued. PAGE SECTION Violations of anti-trust act, bY ontrausraeieis Moat 6394 Retirement from state Seti, | nae a a a eR Fe 11976 to 11978 certificate from tax commission ........... 5521 Ug) TOMES, SES RN a a 5520 Rights of, in absence of statutes .............. 429 Secretary of state, certificate from............. 178 to 194 appeal from decision of .................. 190 PORQOR Rss tacky os theih caxie een BITOGNT acbbKES. & 176, 184, 185, 188 Service of process on designation of agent oi... 060.0) eseclescan 179 DY ta eednchuas-s.: .. dgsitens «bel piert 181 RUN OME Raia erly 0s sun sso 8 cis Sores Lk 11290 in suit before justice of the PCACER koertnas 10244 Ship canal company, powers ................. 9228 Statutes imposing conditions on, classification of. ... 178 n COTS EA EY | Oh a ey oe do oe cos so oc we 178 n not applicable to certain corporations...... 178, 188 penalties for non-compliance with...:...... 182, 186 requiring waiver of right to remove actions to federal court, validity... 2.5... 429 Stock in exempt from taxation when .............. 192, 5372 constitutionality of tax on ............... 192 n attachment of, by creditor of stockholder. 1078 8673-13 n sale of, power of state to regulate......... 400 Const, A. 13, § 2 Stock in Ohio corporations, power to hold...... 1114 8683 n Stockholders, liability of Be DR CIOUR es 2b a ths cen. ranthwetacantinl: 426 statutory, may be enforced in Ohio, when. 426 8686 n Subscriptions to stock of suits in Ohio by creditors on.............. 1088 8674 n DIMEN ae) isto % ns oi thegs pons oyu ares 1088 8674n Taxation shares of stock in, when exempt........... 192 OT ate tac a ae 192 n where personal property listed......... 5371 n credits to be returned :. 5... :0) si... KAaE92, loge) 140 math order company i... 6... sca ls. 140 mail tubeceompany> 30.2.0) yerii a 140 manufacturing company ............-. 140 market house company .............. 141 mausoleum company ..........+..04-. 141 meat market company ............... 141 men’s furnishing company ............ 141 mercantile agency company ........... 141 mercantile or trading company........ 142 messenger service company ........... 142 millinery :company. ${,..-6-..(00 60. EH. JM 143 milling companyio iene). 680. Au ea 143 mineral. water company .......+..45- 143 TU ETI EA CORLGARVY: fp c¥ tyne cssorehssecerstorores's ers .xwinesaans. CeRteReR 154 waterworks. COMPANY yea) Hawes Laceye he 154 wrecking }company .......o.s:./<-,. ashnanioe..4 155 Articles of bank and trust company.......... 155 Articles of farmers co-operative association... 156 Articles of union depot company .........++0:. 157 Record of organization proceedings of corporation for profit (1) Proceedings of inecorporators ............. 158 (a) order for, and waiver of notice of, open- ing books of subscription ............ 159 (b) notice of opening subscription book.. 160 (c) order for filing statement of exemp- tion of stock under Blue Sky Law... 160 (d) statement for exemption of stock under) Blue Skyy Law... vik OG WO. 161 (e) order designating one incorporator to receive payment of installment on sub- SCLIPRIAS: | ashe pane tues ahseee dia! TASRUATIS 162 (f) subseription book. ..... vsnuemes aniiel 162 INDEX. FORMS—Continued. (2 ~ (3) Proceedings of incorporators—Continued. (g) separate subscription blank.......... (h) certificate of subscription of corpora- (i) certificate of subscription, corporation (j) order for first stockholders meeting.. (b) waiver of notice, first meeting of stock- (¢) minutes of first stockholders meeting. (d) regulations of corporation for profit. (e) repalations‘of a! chip 2 PR sso me eae: (f) assent of stockholders to adoption of FORUM cess eee, SNe. RB 20, (g) certificate of election of directors... ... Proceedings of directors’ ..0./)...0..024.. (a) minutes of first directors meeting..... (b) oath! of ‘directors +... 22022911 10 ens (c) by-laws of corporation for profit... ... (d) resolution authorizing compliance with Blue Sky Law and disposal of stock. (e) resolution of directors accepting prop- erty in payment for stock ............ (f) resolution fixing the price or consid- eration to be paid for no-par-value CONMNG Re SLOGLMwetie sere aaa re nee (g) certificate of payment of stated com- TEU peo LE Se a a eh a ea (h) resolution of directors authorizing a bonus of no-par-value common stock to purchasers of preferred stock.... (i) consent of stockholders to considera- tion receivable for no-par-value com- MOM MSLOCK Mie, SOs, OO (j) certificate of exemption of stock un- dereiner Sey iw) kN SE Reorganization into no-par-value corporation, Prorcedmmes HIT iete. oe eke ee (a) notice of stockholders meeting....... (b) resolution for reorganization......... (ce) certificate of reorganization.......... (d) affidavit of president and secretary... (e) approval of commissioner of securities (f) sworn statement of assets........... Amendments to articles of incorporation, pro- ceedings for (a) waiver of notice of stockholders TECOUIM OF EW.k.* Neer. rarte ee tes otal e hoe ate wi oe (b) notice of stockholders meeting ........ (ec) minutes of stockholders meeting ...... (d) resolution for amendment of articles. (e) waiver of notice of amendment........ (f) notice of’ amendment) .f0...565..00. (g) certificate of amendment ............ PAGE 163 201 202 202 202 203 204 204 2406 INDEX. FORMS—Continued. PAGE Increase of capital stock, proceedings for - (1) before organization (a) consent of subscribers ........... 205 (b) certificate of increase .........., 205 (2) after organization (a) waiver and agreement to increase 206 {b) notice of stockholders meeting..... 207 (c) resolution for increase ........... 208 (d). certificate of increase ........... 208 increase by preferred stock ) (e) written assent of stockholders..... 209 (f) certificate of inmerease........... 210 ‘g) waiver by stockholders of right to take increased stock.......... 211 (h) certificate of increase of capital stock of building and loan asso- GUA TION; .nzasanant teeta pela ohne! Aectelh 211 Reduction of capital stock; proceedings for (a) consent of stockholders .......... 212 (b) resolution of directors ........... 213 (¢) gMOvtHECA TOs a » ssn: winds eraddaoasiemnee Se 213 (d) certificate of cancellation of pre- ferred stock which has been re- COOMA itn tng an canehnerehche oni 214 Sale of entire property and assets; proceedings for (a) minutes of directors meeting... ... 215 (b) notice of stockholders meeting. ... 216 (c) waiver of notice of stockholders POTN bis aan 4. amid Sw 5a ee oteiee 217 (d) minutes of stockholders meeting... 217 Dissolution (a) call for stockholders meeting.... 219 (b) notice of stockholders meeting.. 219 certificate of (¢) corporation for profit........ 220 (d) corporation for profit, no in- stallments of capital paid..., 221 (e) corporation not for profit... 222 (f) certificate by incorporators of abandonment of purpose to LOTM + CORPOPAPOR 6 vwicuer> mys. we 222 Foreign corporation entering state, statement by (G. C. 178). 223 entering state, statement by (G. CO. 183). 225 entering state, statement of corporation with no-par-value common stock..... 228 certificate of appointment of agent...... 231 statement of increase of proportion of capital «<..<.\cpepg ibang sh So eortbour ee 232 retiring from state, certificate of ......... 232 Corporation not for profit articles of incorporation ............... 005 235 purpose ¢ clauses, suc. tart tion bab aws wei 236-244 associated charities ....... 50.0608 ess 236 association for apprehending horse thieves), 6%. Sa bn Bah eiensaniecans 236 ; athletic club ii eons.) one oak eee 236 SECTION INDEX. 2407 FORMS—Continued. PAGE SECTION Corporation not for profit—purpose clauses— Continued. athletic club; another form .......... 237 builders’ exchange FREE SORE 237 canoe telubs Mis. Hey Ts, I Pas SOLA ISL 237 cemetery association ........ FOL 237 chamber of commerce ................ 238 charitable trust; corporation to admin- Tater see, AED APMOR OPO MIGLOS, | 238 Chautauqua assembly ...............,. 238 church or religious society............ 238 club house corporation ............... 239 college PP WMPIE Cl), Roney sages cloots: 239 consumers league (ruling organization) 239 deaconess: home: «0.0 h eles Se! 240 family association .............00000% 240 farmers institute society ............. 240 farm laborers association ............. 240. Treéitoan= association: Yor. Pee 49. ay 240 home for indigent and aged women. ... 241 Hospi 8F)e OR POLIS Ie: DARI IW Seal 241 improvement wasoelation’s.<.-7..r05. ete 241 law and order league ......0......... 241 merchants exchange (leaf tobacco).... 242 musical eClub eso eA Ae IO SO Ge 242 musical club; another form ........¢.. 242 mutual benefit association of employees 242 benevolent mutual aid association... ... 242 politicat Relubs-: Psi Pts. Vie es Fis: 243 publigstibyary Poet ATS ae lo nay 243 retail merchants association .......... 243 nalvage saa, MORALS TK) TE, SLOT, 3 1B 243 social and improvement club ......... 243 social settlement association .......... 244 yacht tehib wee owner chee eres, PRUE 244 young men’s christian association... ... 244 complete articles of incorporation of ASTICINUNTAIE sOCTetY" 4 +2 ee TT A 244 township agricultural SOCTELY POL Ry 2598 245 charitable trust, corporation to admin- wo ales er EO dg Oa a ad oer as er 245 endowment fund corporation: «7 Fe. 5.% 246 fraternal: benefit ‘society '-2. 220%. Oo” 247 society for prevention of cruelty to AIT LS ee See Te ee onan 249 Organization record of corporations not for PLGA TE oes ee ce es see eeeees 249 (a) record book and members’ signatures, 249, 250 (b) minutes of meeting of incorporators for election of first trustees .............. 250 ey mOduHMOr tYUStees se soe sh sr rset. Sake 251 (id) NOGUVAtTONS FCM ete koe a ss 8s alee vane 251 (e) written assent to regulations... ’ 254 Miscellaneous forms relating to organization and management resolution of directors for call on stock sub- BETIPLIONE%S Greer et ee re ee Ae aree 254 , 255 motice of call on stock subscriptions. . 2408 INDEX. FORMS—Continued. PAGE?" SECTION Miscellaneous forms relating to organization, etc.—Continued. notice of sale of stock for non-payment of COS tse, + ini piies/0)4 =: taereeocied=, evtanasngel >. of . cain 310 option, to purchase stock .............4.. 313 option to purchase stock at “book value;” certificates to be deposited with a trust BODRORIETI DUALS Fed FL USE OO Ae ae, 313 option contract to purchase stock, if vendee desiresitottresell sya das on ats a oe DEREL 317 option to deliver stock (a “put”)......... 318 option to purchase stock (a “call”)....... 318 bond to corporation issuing new certificate in lieu of certificate lost or destroyed..... 318 bond of treasurer of corporation ........... 319 collateral! notes Maa. wnth oo aaa. tO, NIS20 collateral note, another form ............. 321 syndicate’ agreement) i053... 0. ON. AEE, OS U822 Underwriting agreement ..........-.-.+++++.. 331 Underwriting agreement, another form......... 333 Power of attorney to managing agent.......... 335 Bond issues resolution of directors authorizing......... 336 resolution of stockholders ratifying........ 338 written assent of stockholders to issue of GONVELbIDIS DONS: ciis-o-c:esserersroretorenerorsrene AIEBOS COUPON! HONIG... «cee ee ce cere rtese wee wel 341 2410 INDEX. FORMS—Continued. PAGE - SECTION Bond issues—Continued. deed of trust, or mortgage, by corporation tO -GECUTE-<..9%, Alor, 707 BAO RA 339 bond pooling agreement .................. 385 bondholders agreement, corporation in de- fault for, interest ‘in.,4.') ees Lana ee 390 Life insurance policies standard forms prescribed by statute “ordinary” or “limited” payment....... 9412 endowments s..0)') a asenianun . WAltaWilasa 9413 “ordinary” or “limited” payment life, fixed survivorship annuity........ 9414 endowment, fixed survivorship annuity 9415 term. ‘fos sgdidantiobas FoR keer anate a ts 9416 term, with right to renew and change.. 9417 FOUNDRY COMPANY, form of articles ........... 130 FRANCHISE (see Streets and Highways; Street Railways ; Interurban Railroads; Elec- tric Light Companies; Gas Companies - Water Oompanies; Public Utilities Commission; Public Utility; Tele- graph Company ; Telephone Company) — Corporate nature MM VOI atoddtieveq rosea % 932 8627 n as propetty .. “ondisasonmo. vd seared 402 taxable in addition to property tax......... 402 mortgage of, by railroad company......... 1241 8793 n Foreign corporation not to be grantee or trans- ferestof certain ©... U2 seawall & 614-73 Forfeited, for misconduct of directors or officers liability of directors and officers .......... 12341 Power of corporation to dispose of franchise to be corporation ............4.. 952 8627 n judicial sale of, of railroad............ 9079, 9075 franchise to operate railroad ............. 1241 8793 n Quo warranto : for unlawful exercise or usurpation of..... 12303 for" abuse anjause, ete: cucu wok shaadi 12304 for exercise or claim of illegal............. 12304 for non-user for five years ..........0.04. 12304, 12323 judgment of ouster from corporate franchise... .. 12323 of ouster from illegal franchise, ete... .. 12324 diseretion’, of cdurt!).2. Sues aki aks 12324 n Value of, to be capitalized at actual cost only, ; by public utility; \eted 5.482. daameas -614-59 In streets permission to occupy, is a .....00. 0.000 ee 708 3714 n authorized by legislature, must be......... 707 3714 n defective, effect of curative acts ........... 707 3714n unconstitutional statute, grant under... ... 707 3714 n ordinance granting, requisites of .......... 707 re ST Ie delegating power to administrative board, to @rdnt: .. SoC Se Ae eee wee 708 3714 n A8.8- Contract opis el eet ey nanan 708, 722 38714n, 3768n as a vested property right ............... 708 3714n INDEX. 2411 FRAN CHISE—Continued. ; PAGE SECTION In streets—Continued. irrevocable when... 210.22... Benda: ol ley 1594 9320 n exclusive, clear legislative authority requi- BPOT OMT ree e es ss ss oa SES SUB. 709 3714 n duration of, when no time specified........ 709 3714 n grants of, how construed... i.....0.0.004. 710 3714n rule of strict construction............. 710 3714n conditions precedent or subsequent..... 710 3714n as to time of construction............. 710 3714n conditions in presumed to be reasonable, when....... 1596 9320 n annual payments, by gas company.. ...1595 9320 n percentage of gross receipts....... 1596 9320 n invalid conditions in valid franchise....... 710 3714n invalid injunction against exercise of..1468, 1478 9101 n, 9105n whatedefects render. .................%64.800: 711 3714n estoppel of municipality permitting ex- penditurea.. . .......noktrtarioat, | 711 3714n estoppel. of, grantee «.......tindenicade, od. 712 3714n expired, rights of corporation ............. 713 3714n expited, title to. property .......gaihewinon. - 713 3714n expired, duty to continue service.......... 713 3714n interference with, remedy of holder of fran- NB a ns way ails Sn wince Oh 5 Us RAO. 715 3714n BROT SOT os 55 occ nies hvac Sas 0's BYP OR 712 3714n BNO CNINENE OF oN ok Sale ces dea cnlen 712 3714 n PRRGeAse OP os. k. ck cg MA TIA ok 1241 8793 n required, gas or water company:.......... 1594 9320n required, street. railway ........... sadvs «0: 3768 required, telephone and telegraph com- panies... dim .ssiaaiidos : vole. ..ovteiie 1523 9170n BPPYORTIAVION. GW! os .c sheen sien 0 deca 9178, 9179 required, electric light companies ......... 9193, 9195 required, railroad’). 2. dieqat .oh swisg. don ok 8763 BP PUOPTIAGION OF oy ny alee sale wed anne es 8764 remedies of municipality to enforce obligations 713 3714n of municipality, where streets occupied VAG OIL Gee Santee xis Sateen wee Ua 714 3714 n of municipality or taxpayer, where fran- ehise Invalid . os ss... aobl ins 1468 9101 n of unsuccessful bidder or competitor. 1469 9101 n OLA DULEUMO MONO ae. 5 sane « «ler oo + 1469, 1478 9101n, 9105n of holder of franchise ..-.......aeruit 715 38714n of third persons under contracts....... 715 3714 n of citizens, to obtain service.......... 715 3714 n renewal, determines rights ............4.. 727 3768 n indeterminate, to street railway........ ... 4000-1 to 4000-15 grant to gas company, does not prevent municipal plant 2200LsDo0224 cAI 3990 n PRANCHISE: FEE OR TAX 0. ccc ce sineenes er 5495 to 5520 (See also, Taw Commission; Taxation; Haxcise Tax.) Amount of Ohio corporations 5497, 5498 with par value stock..............-. 2412 INDEX. FRANCHISE FEE OR TAX—Continued. PAGE SECTION Amount of—Ohio corporations—Continued. with no-par-value stock ..........00: 8728-11 foreign corporations with (par .valuevstock. .. 2.6.6 cession 5502, 5503 with no-par-value stock .......2.0.4. 8728-11 saving in, by low capitalization........... 27 Report to tax commission of corporation for profit .............0... 5495 to 5497 of foreign corporation ........).....2.... 5499 to 5501 failure to make, penalties and forfeitures. . 5507, 5509 to 5513 failure to make, powers of tax commission. . 5517, 5461 failure to make, compromise of penalties... 5524 first, of new corporation, when made....... 5519 first, after increase of capital stock........ 5519 n first, after consolidation <", po os, « 6 2) o/tbee Aes PORTA, RGl GAR. tenane Mice) an cen ms eee ges, ne 247 Assessments, see Periodical payments below Association} definedibe tits 0h) GLE Rhee . 1608 «le, od Beneficiary who may be statutory restrictions ....2/.000.. 000: further limitation by society ......... designation ‘by member. ...........20200+- change of}. by. members......2. 2%) 0? . da. I) ae. ee ee oe Pree ees 0c no individual rights in certain funds....... creditors of, exemption of benefits......... Benefits see also, Beneficiaries above death: tire kta Sn es BOP, cB TRY. WOT physical disability, resulting from disease, accident or-old age ...........-0. 00. to be based on experience ............ funds for, to be kept separate......... minimum age, at which payable........... funeral ss [FOr AARP TI ee Io SHINES ot for monuments or tombstones..........+.. extended and paid up protection........... surrender equities ......... seer eee e tence loans on certificates ......---+++++-+: sees members and officers not individually liable POY Fa AK Vn ay wy ww erent It oS ogc to whom may be paid ......+-seeeee reece amount to be stated in certificate.......... exceptions as to commercial travelers. . assignment of, by beneficiary, after death Ofsmmember ssc s PMAGIB PUG IE. OE oA exempt from claims of creditors, when...... Branches for children ..........e+seeeeeters 2413 SECTION 9470 n 9478 9478 9478 9487, 9486 9466 9468 9469 9465 n 9469 n 9469 9473 9469 9473 9473 9473 9508 9467 9467 9467 9467 n 9467 n 9470 9482 9466 9466 9470 9484 9466 9466 9466 9466 9466 9466 9480 9467 9469 9469-1 9467 n 9482 9462-1 9414 INDEX. FRATERNAL BENEFIT SOCIETIES—Continued. pace SECTION Business conditions precedent to beginning of by incorporated society saauen. ia eae 9473 certiticate of compliance with laws..... 9473 license of foreign society ........50). 0 9477 agent for service of process........... 9478 kinda @ duration and renewal .......6s0ssee0. revocation or suspension ....... poor for refusal to submit to examination for non-compliance with laws, fraud, CUCM STEM AM Asa vite Marea es 2415 PAGE SECTION 9473, 9469 9469 9486 9473 9485 9486 13418-1 13140, 13141 13418-1, 13138 13418-1, 13139 9462 9473 9473 9480 9464 9473 9486 9488 9489 9474 9474 9470 9472 9462-1 to 9462-6 9462-1 9462-1 9462-2 9462-2 9462-3, 9462-5 9462-4 9462-6 9488, 9477 9478 9489 9477 9477 9477 9488 9490 2416 INDEX. FRATERNAL BENEFIT SOCIETIES—Continued. Pace Franchise fee or tax, not subject to............ é Funds benefit or mortuary raised by periodical payments......... extra payments, authorized ........... basis of computation of payments...... not to be used for expenses............ for physical disability, to be kept sepa- rate: 2 +3 RTS ete ee ee a deficiency in, to be restored............ expense, howraised! 25. Fie Ae ees emergency, surplus, ete. power to create, disburse, ete.......... hejong tor socreky. ts. 255 65% see et eet members and beneficiaries have no in- dividual ryrhta im sc ce ates ee cece except surrender equities, etc...... investments, regulated: ... 00.2228. ©) 222% Grand lodge rights. and Habilitieg 200s. seer cen es. separate jurisdiction provisions ........... LoowtiOn,, ic «ay or ye eee ek ee ee ee Ineorporators. ss 2 cts Sgt et tent ot poet Injunction against further business .2..i.%% 34% ett ees suit, may be brought by attorney general, OBly . cts Suche Ook Ses Cele he oe Insolvent administration of affairs ...............-. when g0clely 1 Oi .4% us ten £5 eee eee Insurance companies, are not ..............4-. Insurance laws, do not apply to fraternal bene- fit, Boclebies: 44. COAT Vlsitod, marl iy Legislative or governing body COMPOSIION COE sk canes cick so cac as UN wen meetings, place Of: 1.425% us ane cette ees FBG: ovina ROR A LENE OS eth hak ee ban eetes Liabilities deferred payments or installments as....... annual statement as to ............000085 restrictions on, during organization........ Liability, individual, of officers and members... License domestic: society’... ..5 sac. eek ene ae revocation, for failure to restore deficiency. . foreign society’ 4. ..4.75.. te wee ore gh aor, suspension, on failure to submit to ex- AIDIRALION. © sc na v.clec ese atom revocation. #00, Q16JR. 1h: AMEE e Om of societies previously organized........... Lodge system Wefined . ssi ¥ssi aah at nese ee Wak hs eee On essential. sina. pt cah hosed > 52 VRB SOONG trustees of secret lodge, number, terms, ete.. Management interference with by court’), [005 0. ’ constitution and by-laws may provide for... SECTION 5518 9470 9484 9470 9472 9484 9485 9470, 9471 9470, 9466 9470 9470 9466 9471 9463 n 9495 8651, 8652 9473 9486 9487 9486 9486 9462 n 9465 9464, 9463 9479 9473 9470 9484 9473 9480 9473 9485 9477 9488 9477, 9490 9476 9463 9462 8657 9464 n 9473 INDEX. 2417 FRATERNAL BENEFIT SOCIETIES—Continued. + pacr SECTION Medical examination required for beneficial membership ........ 9468 SISNSA PWIA PMCANG ec s i enc. ce ewes 9469 Meetings, place “OF 145.55 0 os boxtrmldust). tones 9479 Members restrictions on beneficial membership statutory age restrictions. <2... som eiark 9468 medical examination .......6si/.0. 9468, 9469 exception as to general or social PHGHIBEUS, 5, sos Sm 5 cad fe mighie rice aviabens sake ie Ad 93 Weruificate, O6. .. »c.ouit- bs nbeiertniadeas omiele 8629 Allegation ;and :Proot.,. Olgsolsstaat eo >» > > afdunsiaen 8630 notice and waiver of notice........... . 8631 payment; of first installment........... 54, 979 Union depot ccompany, Of, jyayo cusp eke ee eons 9160 Life insurance companies, of, legal reserve..... 9339, 9340 INCORPORATORS—Continued. PAGE BIURC, COL MURANO, 66 ois do ka vie don slo ew'ce othe Forms proceedings of, corporation for profit... ... 158 INCREASE OF CAPITAL STOCK— (See Capital Stock; Subscriptions) BE APNE PIR 66 Frac yas iumshg emt net on ton right of existing stockholders to take... .. directors may limit time............ SUD Mer EptiONSs GOT, Pe Te Tee 20. SITIO stock "dividend frome oo. e. oor eee os 92, 1165 may be issued for property............... 73 Purpose iof, after organization with small purposes for which authorized............ PROCRe Ma GRR TONE SS Gates. LA cities oc. Gatmel hae PPR PECIEIFGIs SOCK s5Gi0a... ied dt as oy cio COREABORLACUIE dios dna vols dea’ pas enkain ce Buipecanal company by oir viildaws saowe. dao Forms before organization consent of stockholders............... 205 certificate of, increase..........+s000- 205 after organization Waiver and agreement of stockholders 206 notice of meeting of stockholders... .., 207 TESOIMIONG TON. INCYCASE wus s.0. cus lass cadcn. aut 208 certificate (of / increase... 2.06 s dela hereth otk a 9542, 9607-2 GOPORIL OF KSCCULIEIOS, cists ciate nuances 9543 Peinsarance of -rigke ss. oe 5 cts 9555 forms of articles of incorporation accident, health and liability........ 133 life and accident, mutual protective as- soclationts snéad ssrrott ine bier &ops aca tons 136 insurance NALUTE ... » «did. BS orcs seere cteteteteteretete 4 Shab otetahe the to be paid up and invested Asi emb erent MO inctease OF °F TIDR00F OF AR IDM BIS Investment Of: -.:.:.:tarsctete lets iete te etetateteterere « deposit of securities «6.0.16. POP STU as, Oe by foreign ecompany...s.2.... 800. 000 certificate of authority oo... 6. eee Cees POWETB 2. eet De eae te to ete ee to purchase claims ...........46- annual statement: ove eee ew ererete danetetet ote SECTION 9515 9515 9517 9533 9587 n 9510, 9593, 660 to 9556 9556 9597 664-3 661 to 664 667, 663 664 662 664-1 664-2 664-1 664-3 9634 to 664-3 9642 9634, 9607-2 9635 to 9638, 9621 to 9624, 9626, 9635 9637 9638 9637 9641 9642 9637 9640 9637 9641 9639 9639 9636 9633 9621 9622 9622 9623 9628 9624 9631 9625 9627 9628 9629 9632 INSURANCE COMPANIES, ETC.—Continued. PAGE SECTION Credit guaranty—Continued. foreign, admission to State einen... aveloa « 9630 SPRUE OH st Sy a 9.5 ca eae wm ICAUN Ke 9633 form of articles of incorporation........., 137 Live stock associations ......6)0060.0.000..5, 9608 to 9620 funds for losses and expenses .............. 9608 RUPP HES LVia eee ae Was seed hoes rad 9608 members V's, ..Suabaetwanse, shy. pe: ee ous 9608, 9612 assessments .mysteatosr, caieinocrs. wyly.. 9608 articles of incorporation, form of........_. 137 incorporation, procedure ................. 9608 to 9611 CRTTINCHUG os es pate dae crise go oe. 42 9609 filing Yof “eertificate «4.0 ce scicsrcce, 251 9610 business when may commence ................. 9616, 9617 minimum amount at risk ............ 9616, 9618 forfeiture of right to do, by failure to make annual report .............. 9614 forfeiture, when amount at risk below Mininmm OL sites tA. ok 9618 certificate of authority..........000.....0, 9617 renewal NUT. OF. Ah Pon, 40). wt: 9613 directors and officers ..................1, 9611 Oath of -9qe.ebag, xo. mojighuqips | 9620 constitution and wy-laws .......,00000. 00. 9612 annual statement to superintendent........ 9613 Penalty: ...ivwbixis 20, giboig ensob. 9614 who may obtain insurance in ............. 9611 SOAR LAOT CG) a? 5h 194 5 id. SEU. bechte 9615 bond secretary and treasurer to BIVO sachs. oY 9619 of treasurer, filing with superintendent. 9616 Mutual protective associations ............... 9593 to 9607 Organization: tetantyess sbcak $64 att eine 9593 to 9596 RinbepeMMomise tis ieee sca 9593 PROMORUytPUratley 0) ied. ok sock n oe, 9593 I ONT ee le eS 8 ee es ead gem 9593, 9597 funds for losses and expenses RUSWs TOM OMEN, elie ihe 5: We Tak 1 iSre% 9593 POWED TO OBOLTOW dpiciev sig x cxmtocidccced 9593 funds, surplus, what associations may ac- LN Ot) 2 aa pe 9593 assessments, what may be made....:7...., 9593, 9598 n certificate of authority ............0.e0005 9599 renewal «Pr aidaoilays Jon tee Weeniauy 9600 certificate of incorporation 9593 AMCOPPOLALOTE 5 ek 6 fae cscicrssoserors Wate PUM stat pane COTRENDE Grate), vc Sik DIS ERDAL LU anon fling 8... o etd ah, 0), iby) Ooo. constitution and by-laws 9598 POWEF TO BMOPE -oeracirccsccrerereigiereterecaiely ove OBDS members must ign y)e.on. 1. v6! bowls Baan assessments regulated in .........++.. ; ii le ih te al yer kip ae 1882 9583 n TS eee nant 9599 copy to be filed with superintendent.... » JAAS INDEX. INSURANCE COMPANIES, ETC.—Continued. PAGE Mutual protective associations—Continued. directors: and: officers. |.;........4. etets .os éoales members j who wmay, be. ...)... aunts aeaG sani. Se. eel signing constitution ...............6. estoppel to deny membership.......... liability: 1a, TAS. GSI Ey ORS one policies or certificates CONSHTUCUE., 25, ists rks se ica » 1883 forms to be filed with superintendent. . effect on, when association reorganizes as mutual fire company .........- _ statement, annual to superintendent....... PENALGY oo ee eal ew celia aiaaese wave é formof articles .......5.4.0< 40000. QUAOMISTED. 136 INTEREST— On long term obligation evidencing loan: to corporation, exemption from usury Jawa hte Aye. SR atone aah die On subscriptions waolat. walt. ga. doesn. debe. 2 980 To subscriber for stock, stipulation. for con- SHUCHHOTE AAG. Mito wee dadecw Re LOn en 971 sutous, contracts for not void as to prin- CIPAl RBA Ene tee eon”. 949 Usurious, effect of stipulation for, under spe- Cial, Charter {e.,....-,s,-.0..00.008 SHR y > De 949 Power of national banks to charge............. 949 ' Unpaid, not to be deemed profits for dividend. . INTERFERENCE— With Girectors management by stockholders ....... 620+ Worse has. 1016 by ‘courts ©: . died itecie tiie eee. os 1017 INTERLINEATION— Articles of incorporation not to be corrected 1a) gt Sarees yo era Jondvathanatetedeteraetesetahets wars + INTERLOCKING DIRECTORS ’.........°..°..,...... 68 INTERPLEADER— By corporation, adverse claims to stock......... 1067 INTERSTATE COMMERCE— What constitutes. 5. ose evieinpey omvewtiieandaen Public utilities commission act not applicable to. Cars, etc., used in, non-application of automatic coupler, etc,, act tOnicnseiuesscaere PMOL ack | Foreign corporation engaged in need not obtain certificate to do business. can not be excluded from state, or taxed for Privilege. Gye RTP csaekeve teehee 429 certificate obtained by, of no.advantage..... 418 Railroad property used in, levy ond, .12438, 2173 Law, public utilities commission to investigate violations, Of ......csesecensrsosenses SECTION 9596 9593 9598 9598 n 9593n, 9598 n * 9593 n 9599 $606, 9607 9602 9603 8705 8632 n 8630 n 8627 n 8627 n 8627 n 8725 8660 n 8660 n 8673-1 n 188 n 502 8954 188 194n 8793 n, 11819 n 563 INDEX. 2449 PAGE SECTION INTERURBAN DEPOT AND TERMINAL coM- PANIES 2. o.. cc5. -commaNUNDD..2919)) 916-1 to 9169-5 OUI GR AMM OAR Bia td 5 see's wen anne, 153 INTERURBAN RAILROADS— (See Public Utilities Commission; Street Rail- ways; Rapid Transit Commission ; Railroads ; Taxation; Tax Commission. ) Abandonment of part of hineyctighti tolware . Jj 504-2, 504-3 Abutting owners, consents ................... 9118 Actions against, venue ....................... 11273 Adequate service, must give .................. 9118n Appropriation by ........... hoviuper dou. biibbid wc 9119 tracks of urban railway, .......do,otiwais, $0.4 3779 franchise must be obtained, before......... 9119n SO a cas hn em agin hsdtiy, fd hac sok IORI 9119-1 Articles of incorporation, form ............._ 138 Cars power brakes, required on ................ 9149-1 power brakes, penalty for operating without 9149-2 Character of, ‘‘railroads’’ or ‘*street rail- MAYS. WWEN Soke was vee STI HON. dt 1486 9117n ESP BMY.- Col nied ysc5.95-8.ccptccvns loi ect aie... BISET 614-2, 5416 Conditional sale contracts of equipment or roll- ing stock, filing or recording of........ 9060 to 9063 Conductor powers to act as policeman .....000.0.00005 0. 9516 to 9159 to make arrests ..:............ Rdtorageks 9158 to ,eyeet passenger: «...-.-.-.-... cece, BS 9157 neglect of duty as police officer, penalty.... 9159 wrongful ejection of passenger liability of company ........20)/urip: 9157 n MRE MISON NN Me bcc Si duhet sche ls... 9121 Construction of, authorized ................... 9117 Crossings over railroads outside of municipalities and in municipali- ties elsewhere than in streets......... 8834 to 8839 at grade, stop on approaching............. 9124 to 9126 construction of wires over ..........2%%: 8975, 8976 Crossings over streets and highways 4.0... 80.000: 9118-1 mode of, fixed by common pleas court, when 9118-1 2, ulin 2 TI 8 9123 how made, when ears operated by third rail. 9149-3 above or below grade, power of municipality LANDES a So | 8874 of streets and highways over railroads, how eT OUR tas fey ooo we ccc e en ree 8897 9124, 9126 Defined, in public utilities commission acts..... 614-2, 501 Depot and terminal company 9169-1 a eR iho ide glen el lpg 9169-2, 9169-3 p OG w Se Si oP ORE RI. 9169-5 SENG. Sac RN enis oe rac ne oda OT eaty 9169-4 articles of incorporation, form of.......... 9450 INDEX. INTERURBAN RAILROADS—Continued. Fare, within municipality ....../........0..4. see Public utilities commission Franchise outside of municipalities ................. consents of abutting owners...... TAGS provisions required in, as to change of: grade sims. . deeuort.. bau in municipalities council may grant, for terminals, or through . route: i222. i020 us alae... over tracks of urban railway, not re- quired when urban railway consents competitive bidding not required....... limitation on duration of............4. not granted to, for municipal street CAT: SYBEEML ». 2 cad wwii arceseenn ame extension within municipality......... Lease or purchase of mre ete., of other com- PANIES sie )o0 RAE dieles,. Se Hot pe Mortgages by .. .jwehidwy. aeddevsie seal. wilenag.. Police, appointment powers, etC. .....+-++++ee- Powers OlsVaAst CALTICLS » «iAlioseunwucucdeispeimsetavaseounvernete Powers of, to borrow money and execute mortgage Public utilities commission supervision and control by ......%....s00. are, “railroads” UNEP, ......0.0:00 se wieigieniersieies Route, change of to nyoid dangerous grades..... Street railways when classed as ...... PRC SEE 2.0 MORSIGER NG 1486 powers of, have si) meas. siswiles oeslente viele is tracks of use by interurbans ....... 5 sng sbi ae city fare to be charged ........+.045+5 operation over, is subject to obligations and privileges of urban railway. . franchise in municipality not required, when , . Streets and highways additional burden on ...... score es Jee oe CTOSSINGS OVER (fur. oleicisid. HOGldp Cowes Wb. eer eer eee sine vo eeeeeeeerere appropriation of crossing, by county com- missioners)il aqiotwisn Oo. OW. , oie Wexation, Of PrOpantWis.d iuwansd sweet cence ns Daxation, excise taxis... WN. woh ae es oh Third rail, cars operated by fences, crossings and cattle guards to be maintained . Lone rodwel cam. aebti lise abutting owner may construct, when. sis... injury to domestic animal, presumption, . Toilet facilities, and penalty for failure to pro- vide drinking water 44.40 i RRS canis Traffic agreements with street railways o TeV R Apa as to freight. .:). +1), skye mp han asa aee PAGE SECTION 9133 9118 9118 7479 3778 "9132 3779 3780 3780 9122 n, 9104 - 9120 9121-1 614-53 to 614-55 9150 to 9159 9117 9121-1 501 614-2, 501 9122n 9117n 9122 9120, 9130 to alas 3779 9133 9131 9132 9118n 9118-1 9149-3 to 9149-5 7480 5420 to 5431 5445 to 5448 5484, 5470 to 5492 9149-3 9149-4 9149-5 12788-1 9120 9120n INDEX. INTERURBAN RAILROADS—Continued. PAGE Traffic—Continued. exchange of transfers ......0.0. 0000 00005. interchange of, between companies duties as tooranwsie Leas ii'3, aide. power of commission .........5. -.<(> INVALID— “ Articles of incorporation ..................... 921 Bee Ree te ote. ats se 941, 950 Sections of public utilities acts...:............ INVESTIGATION— (See Public Utilities Commission; Tax Com- mission. ) INVESTMENT (see also, Bond Investment Com- panies ) — Company, incorporation of ................... Of funds, see Banks; Life Insurance Companies ; In- surance Companies other than Life. INVESTMENT GUARANTY COMPANY— When deemed a bond investment company...... when . SOPIOGIH) Siay Sige ovirenloowst Company, form of articles of .............. 2. 138 Scrap, sale of, by railroad ....0... 00000000000, IRREGULAR OR DEFECTIVE INCORPORATION— As a defense to suit on subseription............ 1095 Stockholders not liable as partners............ 936 See De Facto Corporation IRREVOCABLE— EGET 22 iis bp -w ese ttt ore Seo GOES IO: BOM Liter 9: 996 V otingemirast aereemente «so... « «ecw» oe « se e.esc 996 ISSuUE— Of stock Seiecal iy. Lees StONL, i, MOB TN Toot, 967, 974 [a | ll a a 974 for property or services........... 73, 31, 975 Of certificate of stock Fete e eee eee e tee eeeee eee ISSUED STOCK— RII ec coca e ole a 'e's'e a's'0 ans wo CE 21 Franchise tax on subscribed or ............... JOINDER— Of actions on subscriptions ..... pete sen ete cea 1092 to enforce liability of incorporators........ Of defendants P08 srry, deg suits on subscriptions, non-residents o COUNTY: * Birtislir ie anssanesagetd letie wicker OE May ve 2451 SECTION 9120n 522, 614-42 614-42 8625 n 8627 n 584, 614-82 697 10142 10143 9019 to 9024 8674n 8627 n 8647 n 8647 n 8630 n 8630 n 8672 5497, 5498 8674 n 8634 n 8674 n 2452 INDEX. PAGE SECTION JOINT ADVENTURE— Corporation may enter into ...........00)sn8.4 958 8627 n JOINT RATES (see Public Utilities Commission; ; Railroads ) — Apportionment, by commission ........ Pa. 539, 614-46 Change oft. migns. rsUred. Jaa ie eee 614-20 Schedule of JS vise... sees wean y MOMDION 507, 512, 614-16 Telephone companies, by «0... cce eve et teele e's 614-63 Power of commission to establish ............. 540, 614-23 JOINT STOCK COMPANY— Unincorporated, in lieu of a holding ecompany.. 997 8647 n JUDGMENT— As condition precedent to ecreditor’s suit to sub- ject stock subscriptions ...... ae ein ah 1089 8674 n conelusiveness sft hit) Rurahebetii. wleee eee 1089 -. 8674n irregularities, effect: of... 9). oc cde cavern 1100 8674n obtained during pendency of suit on sub- SerpP tla. 3h hase g.d ec eae wees eee 1089 8674n pleading .....4..0../ wc WAS MOD. 3 1089, 1092 8674n In stockholder’s suit on behalf of corporation, should be in favor of corporation, When; ivw.money ane Rene, peat 1031 8660 n Subscriptions, in action on, how much collected by roehiver trey. Wr. occa cucu ase 1087 8674 n In suits to enforce stockholder’s liability....... 8697, 8692 n Deficiency, after foreclosure sale under corporate PIOTEGA BS «oe ce iice are mince Ae peta 1152 8705 n Against corporation, right of stockholder to ap- peal or prosecute efTOT . 0. ecw ec eee ven 1033 8660 n Confession of, see Cognovit Note JUDICIAL NOTICE— Statements in report of public utilities com- MOULASEGT « « cy'n'y' « Se nuts tauek wis “hobo icant 499-5 n OF special Charters: wis sumn af siavbids dead itrawt an 8733 n seal of public utilities commission......... 499-2 JURISDICTION— Federal courts, of domicil of corporation for purposes of... ... 423 194n how affected by incorporation in more than ONO beta te i. os See are a cee a 422 194 n in stockholders’ liability suits............. 8695 n, 8693 n in suit by stockholder to enjoin illegal tax 942 8627 n Ohio courts, of, ower foreign corporations..... 11290 n JUSTICE OF THE PEACE— Civil proceedings before service of process on” corporations): Adyeai 8 Hes a ee ia eee 10238 on railroad company‘). .... 6006600000. 10241, 10242 on insurance company ........... 00). 10243 on foreign corporation .......0.0.0.0% 10244 on corporate garnishee ............... 10266 railroad company, suits against where brought eh | AR canes 10239 PPOCEES ANd .SOrV1CG - i cmeer. ctr earner ene 10240 to 10242 INDEX. PAGE KINDRED BUT NOT COMPETING CORPORATIONS— Corporations may acquire stock in ............ KNOWLEDGE— Of officer or agent, when. notice to corporation.1023 Of director, when imputable to corporation... .. .1023 Of corporate books and records when directors chargeable with ........... 1014 stockholders not chargeable with .......... 1062 Of regulations, stockholders and officers are Chargeable. wath. 0... aussscnnvanncu arts 1141 » LABORER— Subrogation to employers liability insurance... . Lien of, see Mechanic’s Liens Railroad employes, see Railroads LACHES— As a bar to rescission of transfer of stock cer- 2453 SECTION 8683 8660 n 8660 n 8660 n 8673 n 8701 n 9510-1, 9510-2 tificate obtained by fraud or duress.... 8673-7 Of subscriber, induced to subscribe by fraud. ...1095 8674 n Of stockholder, as a defense to stockholder’s suit to remedy corporate wrongs....... 1031 8660 n LAND (see Real Estate; Appropriation) — Appropriation of, by railroad company......... 8759 Sale of, acquired. by appropriation............. 1203 8759 n Conveyance of, by COTPOTATLONS® soe e eee 952, 953 8627 n authority of- officers: :: 22225. S22299% 952, 953 8627 n by railroad companies ................... 8761 Corporations formed to deal in life limited ....... Bret ncn Nat “Biv forty Sater 8648 WINING UP OF so.5. 0... eee ee Re 8649, 8650, 8742 articles of incorporation, form of.......... 148 Office, hotel, factory, etc., building companies... 10210 articles of incorporation, form of.......... 124 Diver Ova tiiaie TA DTIONU. 6 2. ean c che a 5404, 5405 Of banks, taxation ........... op biios of bars 5409, 5412 Power of corporations to acquire and hold OMMESTC COPDORAIA OTS 6. fic. oic saneinsts gus + soebocd sve 951 8627 n FOUCION CODDOYSLIONS . coc ec. sss acess 6% ops 428 194n TAL COUMIA TINE 1 ahs» wboecopelece 1d vverrasiers 8761 [io nd: Set Oe lar Rae NERO i eee Bi: 710-108 insurance companies, life ......s.. eee eeu se 9359, 9360 insurance companies, other ..........-.++. 9536 BOT IOUIGHEAL BOCIELIOS © 5..5-s'0: 9-< o'e's\sicie se arene 9885 CHE PRC UMA eg cw cin: so eels tee vy 10150 farm laborers association. .........00.eeeees 10179 building: companiesoysii'y. fovelli ca nel, a ie building and loan associations............ 965 LAND COMPANY— DPODATC, (Orda Wl, BI ELOIOS o-acereyDiarevonerarc nk 145 Building, form of! articles }y.5..60.000.00.6 004 124 8623 LAW, Corporation can not practice........+....+:- LAW AND ORDER LEAGUE, form of articles... ... 241 9454 INDEX. LAW LIBRARY ASSOCIATIONS ................. Articles of incorporation: ...... ivi. sloods ws soos. 3 AINGIGINEN B 5/60).5 0.4.0 leper aietele Smelovate! abierae Piem pioe Trustees .. ineligible to other office of profit........... compensation prohibited ..:.............. breach of duty or trust, action by attorney general... Account of funds, to. be filed (iijv. olcewsiaes Joe. Existing corporations may accept provisions of law ER EY. dnnece pene nnodnee «eine eu cD Ce ee LAW SCHOOLS— Lecture courses, corporations formed to conduct. LEAD, see Mining Companies. LEASE— Power of corporations building’ companyera ith. sos bunds heed .lta inthe building and loan association ............. Of public utility or railroad authorized) how... ..aaiteky elimina yee not to be capitalized above actual cost..... Of railroad power of railway company as tO........... execution, terms and conditions ........... 1256 rent, amount and security for ..........+: preservation of property ....-...useeeunes liability of lessor and lessee .......0.+++0+ By municipal corporation to carriers ) OL whanh: 1etCirascaristee ose its snore seus ese aos of dand for: atationec sags a Masti. peice os Nea ots of land acquired from state... ...s. neers 1209 Of space in subway, authorized ..........-+44: LECTURE COURSES— Corporations formed to conduct.............+. Buildings for, see Music Hall LEDGER— STACK LONIMN Ole 1ee0 oy oy ale error stalaecn inde sca area iene tiaras 265 LEGACY— Power of corporation to receive............4.. 950 young men’s christian association.......... LEGAL ENTITY— COTPOTATION AS: -incccésusscscocpursesexsacdsnend AOL OU DORMD Sake 933 As instrument for fraud or illegal purpose..... 933 As a protection to stockholders) s..wi8...u.. 934 Disreganded ,nwhenisira 2% anya acurhed ers tohe aes eteewenes 933 Corporations formed or controlled by failing eb HOIs i sisini« (ccossvaecearosspaisasiesrscaree, MRR 934 Injunction will not lie against stockholders. to enforce contract of corporation...... 1118 LEGAL RESERVE LIFE COMPANIES............. See Life Insurance Companies SECTION 9972 to 9977 9972 9973 ~ 9972 9976 9976 9977 9975 9974 9972 to 9977 10210 9655 614-60 614-59 8807 8807 n 8809, 8813 8813 8814 3699-1 3700 to 3702 ‘8761 n 9143-3 9972 to 9977 8627 n 10028 8627 n 8627 n 8627 n 8627 n 8627 n 8686 n 9339 to 9426 ~ . INDEX. PAGE LEGATEE— Liability on subseription. ......000 6.02 eeu e ocee 1091 Liability under double liability. law............ 1128 LEGISLATURE (see Statutes)— May regulatesrate of fare 2.00 ess ce wn 400 amend or repeal corporation laws......... 400 Bower of emipionh dOmai nyc jeje as ev mcs ne .centecs, 2116 LEVY— Of execution corporate property subject to ............. 952 OM-SRATES OL StOUK, 4... 0.05. Shee. es eee Ona taimOady DPOPEru, a valc ec le 1245, 2173 Of taxes agricultural society; for’ eee LIABILITY— (See Bond; Directors; Incorporators 3 Stock- holders; Subscriptions; Surety; Treas- urer. ) Limited, a feature of corporations.............. 4 Capital stock is a, not an asset............04.. 924 Of agent subscribing for stock, without au- thority’ ..-3 6 P29. Hsing 1 1091 OF state, on subseription. «0... cenit DR. ZS 1092 Of corporation CEM PVG. Vas wea eae eae CLs 947 violation of: anti-trust act............. UDR 2 1 lng a oR OLN Bea aaa 947 for acts ‘of promoters?? .{f)i999 .10,.2299% 15, 939 for acts of agents, wilful and malicious. . 947 for assault and®battery i... 8902. at, 948 for false imprisonment”) 00.0). fon... 948 For’ IDEN 2 Oy hs. ities oe POOLS ODI, 3 947 for negligence]? . G20) 22200, PFIIV 947 charitable hospital. corporation........ for malpractiée 7, mat), eal, Ipsiges . 1931, 948 for trespas quare ciausum fregit........... 948 for debts of predecessor partnership, ete.. 94 for punitive damages: .4:.:::.:.%:% 00 ON 947 to deficiency judgment, foreclosure of mort- BOVINE Na t6 78% lactate "te. %e toile fa Molle taiteite © howl 1152 on certificates of stock fraudulently issued to president or sec- TECATy PIKE, KOTWIN EL HOR, Le 1058 Overigsed =. ROMOENE 8691, 8695 PULL IVIGIA Uaticill a sorveyscranctouara) sr osomoret Stevens ang 8697, 8692 n INUETESY 4. nie scien DO. CO, HEIGL 1131 8692 n aa e RIM fat wae nap eee, 1131 8692 n ascertainment of amounts due..... 8694, 8692 n, pis application of assets to reduce..... 2458 INDEX. LIABILITY—Continued. PAGE SECTION Of stockholders—Double Statutory—Continued. non-resident stockholders ott de GO’. vas avn ane REGRET . 8693 action against ........ 1131, 1134 8693.n, 8695n motion to ereditors oo... aincersne nee 8696 presentation of claims by creditors. 8696 n attorneys. fees .... ous nen cns ttOl ke 8697 n equitable!set off... 00.0000. ea 8697 n defenses of stockholders against........ 8696 n waiver of, by creditors............ 1122 discharge in bankruptcy........... 1122 denial-of corporate insolvency.. ...1122 . OUELETENE 25. 5 os veiminenntonrsaneos aaiaeiee kee 1122 objections to claims of creditors.1122 Seb off.nl gunners Gh aicehdad Jo: 1123 insolveney of stockholder.......... 1123 that no certificate was issued... ... 1123 statute of limitations............. 1125 8688 begins to.run when ........... 045 1125 8688 n Of subsgriber ; is}severaljmot, joint... eiahilodsloode. dad. 02. 968 8630 n see Subscriptions Of * syndicate , membens: fia bwiori. atdah otacocgsas. 101 Of transferee of stock not fully paid:.......... 1090 8674n Of persons accepting certificates for unpaid SECIS CE Ro ioe /e doe tre nr cede pe ne 1090 8674n Of trustees of corporation not for profit for corporate | debtsdui!. aisni sausg tanwa.é 8666 nature andi extent maideiwavan waned. bean 1051 8666 n suit to enforce, where brought ............ 8690 Waiver of, in corporate mortgage as to subscriptions. ...6/s.. walnut de eR bao 1100 8674n double statutory liability ............ 1122 8686 n LIABILITY INSURANCE COMPANIES ............ 9510 et seq. LIBEL, Liability of corporation for.............05. 947 8627 n LIBRARY ASSOCIATIONS ..............00. ce en 9972 to 9977 Tax for, in cities, authorized ...:.........0.0. 4019 Articles of incorporation.’............olusid,asaddostal 9972 amendments sales wd cala, oc. atone calle 9973 Existing corporations may accept provisions. ... 9974 Mrusteckiars Borie. nail’ orice. Wem 9972 ineligible to other office of profit........... 9976 compensation prohibited .........6..0004. 9976 breach of duty or trust, action by attorney general .. v.35. dnote hosrslosed. bo. ele 9977 LICENSE— Bank'of .,AGPI |. .Jcsehbaiteec Dee ae ee 710-44, 710-56 Fraternal benefit society. 00... cs cee ee Salil 9473 Life insurance COMPANY. .id...scccececavescecvrsie« wave SOR 9349 POROwal:,t. 48.540... UG eA UA iret 9350 Insurance company other than life............. 9522 Fenewal) 0s fl... civdjadantepkeeadaiecene cs ake oes 8 9523 Credit guaranty company ......0..0. 000000 lu 9625 Burglary insurance company (mutual) ........ 9637 INDEX. 9459 LICENSE—Continued. PAGE SECTION Foreign corporations, . of generally. swees ys nT Ol, WOVEN, QQ 178 to 194 building and loan association ............ 679 CANCELLATION: ooo 6 rere nsrere revere tere ture tare DEERE 690 fraternal benefit. society .............0.0005 9477 insurance companies agents .s-40« ZO. 8. TOMAR Jo, notiet 644, 645, 9365 expiratiOnes . Sd, od. RU, .wpilon, 667 recording and publishing 2 Stone, py, 647 to 652 TOTOWA ng 6 by ww DEAT LO, GTUTLITIOF 646 revodation........-s.:.s+.«.. Amatlups 5441, 5434, 9589-4 life insurance company ../). 2202.10.00. 9365 EXPITALION:-. -- os.~-.-- TLIRIZID. JMOBK, 9379 TAMOWEl in cos win ana e naan ARI. oo, 9372 revocations .oionIry. Hasse ta cake, 638, 9384, 9379 n organized without. the United States.. 9377 mutual life protective association.......... 9436 Sieve Et, ATU JOU. Haley 9379 Rete Meee A A eo. 5 acs wclaienestin nea Misia x As 9436 revocation. Bagns¥! Se ravms achevieat Eke KORTE UR, CILE 9437, 638 insurance companies other than hifeese7 198 . 9559, 9562 VEVOGRMON Beals .cocs.s satay alas) Wa cee, ALO: 9563, 9589-4 TENE WAL 6 ins evan wn wus SIIOSEIIGD TOR. 9567, 646 LIEN (see Pledges; Mortgages)— On. stock in favor of corporation to be stated on. certificate... 65... cee eens 8673-15 SOTIOT Dee ee ol aoe wok wo hee Bea ese of Oia" 8673-15 n On stock subscriptions, obtained by creditors ality eatery ta s+ oe 2 ak PRT: Se 1088 8674 n Of. franchise taxes on corporate property..... 5506 On property of consolidated company for debts of constituent companies ............. 9038 Of mortgage, on personal property, recorded but not filed as a chattel mortgage........ 8706, 8707 Bank, expense of liquidation 0... ese ee cree eey 742-4 .Of bank, on stock and funds of stockholders for taxes paid...) 2.24: iste diie.s sis nek ae 5673 Of state for taxes on bank stock.........-++50 5672 Of carriers, warehousemen, etc., on goods, see Carriers . Mechanics, on railroad. See Mechanics’ Liens LIFE— Of corporation. See Existence of Corporation LIFE INSURANCE COMPANIES— (See also, Crimes and Offenses ; Fraternal Benefit Societies; Insurance; Insurance Com- panies; Superintendent of Insurance.) Legal reserve Mutual protective Classification of Agent, license of Aes bec ees tree wee cee 88 8 8 8 Oe Lg Ue PCE RN es OOM Oy Ce Pa ORC my oe t Be eneieliqng « © 6 Mth e Ue Sipe ©8208 Jee 8993-25 et seq. 9339 to 9426 9427 to 9461 9339 n 654-1, 644 2460 INDEX. LIFE INSURANCE COMPANIES—Continued, Legal. Reserve» ;...cssilehs Stevtaiiay vee ea accident insurance, power to write......... actions by companys aixusnk «was iwc DARE to collect premiums ............. 1704 against company \ . . 3 sia sis 6 +s ometdreyan limitation of action on policy.,... on policy, may be brought after two months... wsiidsildse. bite 3 foreign company service of process on agent designated. .........5 0% byomatls claus web scuedliods .. company organized without the Uaesi Ce a ee ee on ceasing to do business in Ohio unlicensed, quo warranto against. 1622 agent of company, solicitor is, (i< onic den dame power of corporation to act as......... insurance.on life of. ... visi. ween oi contract for commissions ............. foreign company, of license . recording . . duration : . revocation, for discrimination, Tepntéess Obs Sees cee: penalty, where company fails to make statements ............ for service of process............. eee eetawereetcee 8 0 6% 6.6 ewe ere eee rere ee nene Ce aCe nC We et eM annuities POWETLSAAS ILO Ts: ied oR cid care © coe ate standard policy act, not applicable to.. application, see also Policies below copy of policy holder entitled to.......... failure to furnish, effect on de- TRRBG 6... Samwetn shh amar to accompany policy ......2....... effect of failure Ete e RTOS cha gquagetv:t: ated wat, PEORE cea ate in cipher, prohibited 1. 1a SurerekRl sak yoidsul atakenas.. icine Sa, AAO false answer in when material ....... se Saal sue ME Paretagais COMMOR, IAW TUG. oo gis eee en nee 1637 I hay ge gs (peracid gr .1637 evasion of statute by provisions in policy conditions of policy, not relating Do ahipwerh eh Mee. islet 1639 knowledge of company or agent. .. .1639 AN TD Secaider bars 1638 _ SECTION 9339 to 9426 9385 9361 9420 n 9361 9421 (2) 9361, 9420 (11) 9339 n 9369 9369 9380, 9381 9380 to 9382 9365 n 9407 9407 n 9407 n 9407 n 9365 9365 9379, 667 9406 9378 9369, 9373 9380 to 9382 9339, 9385 9425 9387 9388 9389 9389 9390 9390 9390 9391 9391 n 9391 n 9391 n 93910 9391 n notice to policy holders....+.++s4--++- INDEX. 2461 LIFE INSURANCE COMPANIES—Continued, PAGE SECTION Legal reserve—false answer in application— Continued. estoppel of company to defend on ground of by failure to furnish copy..... 9388, 9389 by receipt of three annual PUSS ie aus bch a seieyd ok 9392 articles of incorporation statements. required in .......... 2000 9340 approval by attorney general ......... 9341 Riiigt ON eee COT acl em el emane.n «5 < 9340, 9341 certified Copying ncirus sWbada..sepicaesc OREORE Ole 9349 formofe.:- dest itis aha dnotkiobiwns 133 assessment plan, power to do business on.1607 9339 n assets, annual examination by superintendent 625 to 627-3 beneficiaries WOR MPMRPEIICCTORE ON, ge jacs.ssr,cense.mieysie ne 20S 1659 9410n ereditorg!.ag ..........20 -dhanad « Boke HGF HEs 9393 wife, or wife and children as.......... 9393 to 9400 business conditions precedent to commencing full payment of capital....... Pra ous 9343 investment of capital ............ 9343 deposit of securities with superin- UCU C1 | a ene pon ane eo 9346 licensitn esiaiaud sesn> nnisoneenr. 9349 disenntingentevof ii. ......- denes «ob aos 655 kinds of, authorized a's. .... 020.0045. 9385 life and accident, not to be transacted by company doing other business... 9385 stock or mutual plan, power to do..... 9339 assessment plan, power to do.......... 1607 9339 n POUMRIPB MEE a 5. Seis, acajosnRiceaceet ours. csé p OOEE 9351 to 9356 13416 capital stock MINIMUM saAMOMNties. sn017Fh.. 16 -Bilsa-lse- 9343 all must be paid in, before. business coniménceds? aij.c: eisshtisan pisnioin 9343 investments of, prescribed ............ 9343, 9344 to be stated in articles .........,......0. 78i% 9340 AIIPSCREDUIONS I each eeiras ceone ose vista ae 9342, 6373-12 Qilotment, we cheese ar. sco whe ota «BARS Te ats 9342 collection sy? setisis mma bepnlosb. ad. ae Of TOTeIPO COMPANY =. 6... 4:00 «- Fine pamasagl b agian betiia- stot. Sunil vere 9345 TECUCLION. OLA An Ate a cee otwh > See ee 9345 n certificate of authority, see License below charter proposed, to be stated in articles... 9340 companies organized prior to 1872; by what law governed... 6. credence t eer eens 9364 company, defined)... 4... ees bees oes cee eleies 9426 fraternal benefit society is not a....... 9462 n consolidation, ..-..++..+.- ytanyielsieon te 9351 to es petition to superintendent. ... aena 2462 INDEX. LIFE INSURANCE COMPANTES—Continued, PAGE SECTION Legal reserve—consolidation—Continued. commission to hear and determine peti- tior!? -ON3tSy. 08. YIRGMAS (10, ISA 9354 HEATING PHU. cain sy eaieee Ane dE 9354 approval and order of commission...... 9355 not required’ when :/...) 20.3.0... 9351 COSTS | in 5% Renee ele tees olen, A OS . 9356 contract of insurance, see also, Policies below é Of infantersn sce is eer ser AE SPLITS a! 9392-1 other than expressed in policy, prohib- Hts vice ieatatoersatetateretetetete hh Used #4 9403 rebate of premium, stock, or special fa- 2499 vors as inducement si prohibited. . 9404 PCMAG: woe we etereretetareteteneteteteratete d ote Ss 9405 misrepresontations as. to, prohibited... . 9408 penalty, 3224090. 99.9. oe OTE LBL G 9409 parol, validity. PROTUS TE OLGA TRAD A 1656 9410n insurable interest ........... te tiesto 1657 9410n beneficiary v0. vee el 1659 9410n ereditor, insurance for benefit of..... ote Sete 9393, 9394 deposit, see Securities below directors or trustees qualifications) }499 820099, 03 I IT, 89 9340 election «+ 5 wwe eee ee AQ 29. PEI CAT. 9340 VACANCIES $s evs ter netens HELIER, IO, EMO UEIES 9340 number “F584 LOL . BaP a8 Ba odes lade ee 9340 INCPEAKE>s bier rete ete aoe THOU 9340 liability, transacting new business after . notice to: cease -sscccrec. JP. THING 632 disbursements by, without signed voucher’ or receipt, Penaltpu Oro TOM TOMA. . 13174 discontinuation of business................ 655 discrimination, by between persons of same class, prohibited 9403 PEMALGY: 2-0 a ccseserererereteretotetereten 8 tobe 9405, 12956 incrimination, no ground of refusal to testify asste lelew. >... .% 9404 against persons of African descent, pro- hibited2d... e19tee UU RING 2 O0. F 9401 physicians certificate to be furnished on. refusal. of al wn je app PRL 9402 pemal bY y+ a tey ose eeeh. BILOST UR MEG HEN 12954, 12955 - dividends to stockholders can be declared from eurD tas funds ONLY welsieaie oe secs, GABA EY 9362 reserve fund for outstanding risks Geducted +. 5 creer etereterti tree oe A 9362 stock dividend’ :...0....s0.s. 000. 9362 to policy holders notice of, to be given by foreign companies issuing tontine: policies. . 9371 custom as to notice of, effect on forfeiture of policy ....... 1702, 1703 9420 n earnings, from participating and non- partici- pating business, statement of ......... 9386 examination by superintendent PEOD, TIVO. 625 to 627-2 INDEX, LIFE INSURANCE COMPAN IES—Continued, Legal reserve—Continued. foreign companies conditions precedent to doing business in Ohio certain paid up and invested capi- tal or assets ...... hyp «ok obey avatlid ra wal) 2:4 ist nsturiaaed cm vere ok exempt from general foreign corpora- DEOUIINGUE So os: ra dpa (eon henha! Be) A ouster by quo warranto....... 1622 effect, on policy. ..§ i. ss e004 an L623 actions by or against com- panied si. i. anole 1623 recording and publishing.......... SHELIA A Ly ea iE Oe Me eR TOV OCA ONES eaee Ri usebendaa le daae he for removal of suit to federal COULTAS ACTA re ae unsound company .... 2... .Jem«. agent of license EO Ps i wig 32 4S eee coobe recorded’. : -awnd. dine of expitetion cx, .\.6-.)444 asi ieowes DOVECOT OAS es Halets rc wearers sy rade when company ceases to do bus- Ine|gs iN, OHIO “sis siqerene mks penalty, where company fails to make annual statement....... toreign companies organized without the PERIVCG. STALOS REL pis « so os «Bg eneet see also, foreign companies ; conditions precedent to doing business in Ohio deposit of securities.....,... seen appointment of agent for service of PLOCORS TAA aah ile we swe cee see certificate of authority............ 2463 SECTION 9366 9367 9368 9369 9369 9365 9370 9378 9371 9367 9383 9383 5437 655 178, 188 9365, 646 9365 n 9365 n 9379, 667 9365 n 9365 n 9365 n 647 to 653 9372 9379n 9384 635, 638 9365, 644 to 644-5 645, 654-1 9365 9379, 667 654-1, 9379n 9369 9380 to 9382 9378 9373 to 9377 9373 9373 9376, 9377 2464 INDEX. LIFE INSURANCE COMPANIES—Continued, _ PAGE SECTION Legal reserve—foreign companies - organizéd without the United States—Continued. annual statement .........eee ee eee eee 9374 supplementary statement ..........-.. 9375 renewal of certificate of authority..... 9376 agents not to act for, until conditions complied with ..........-.e+.ee0 9373, 9377 franchise, forfeiture of .........-+.+--+5-s 1607 9339 n general corporation law, application of, 1183, 1607 8737, 9339 n husband insurance for wife, children, certain cred- itors, - eter PALIT, OF Is 9393 creditors of exemption from claims of......... 9394, 9398 premiums paid in fraud of......-. 9395, 9396, 9400 incorporators mumber “see Pees eee ete ees ta ew ole 9339 articles of incorporation .......+-.++5 9340, 9341 publication of notice ......-.--+++see 9342 certificate from superintendent .......- 6373-19 subscriptions to stock ........-+++++-- 9342, 6373-12 allotment of stock ..........+eeeseeee _ 9342 collection of capital .........++--e0-- 9342 insurable interest §..60. 2 ee ae aes 1657 9410n investments of capital stock ........0+5seeeeee ees - 9348, 9344, 9346 change Of 2.85: 823% EPP ae TAO 9347 mortgages insurance on buildings........ 9344 assignment to superintendent of *ifistirancé) 62... 9346 of accumulations «:;22vee5. SUP... 9357, 9358 in real estate, limited ...........++--- 9359 by foreign companies .......+..+s00+- 9367 license from superintendent of insurance duration OPT! 92 FFtRe A, APN arceie are 9379, 667 domestic company ....---+seeeeeeeees 9349 TENG Wall £ a0sicctsseve ede aes ee Tenen ENON ON chee 9350, 646 foreign company ....----.eeereeeeees 9365 Tene wall We es MERE IG Ciera ere keate 9372, 646 TEVOCALION: 2% s.b arts ei shskonrtn tana er amenale 635, 9384, 9379n recording and publishing ......... 647 to 653 agent must have ......--.s+++++5 9365, 644 recording of .......-.++seeees 9365 company organized without the U.S. 9377, 9376 revocation for rebates of premium, etc........ 9406 for non-payment of excise tax..... 5434 — for placing risks with unauthorized company or agent ...... ae. 5441 life or accident insurance, business of risks authorized Jesse cee eee et eee. 9385 not to be transacted by company taking fire, marine or other risks........ 9385 © not to be transacted by company doing banking or other business.......-. 9385 liquidation proceedings ......++.++s++eee 634-1 to 634-7 INDEX. 2465 LIFE INSURANCE COMPANIES—Continued, PAGE °* SECTION Legal reserve—Continued. loans by from capital stock ................... 9343, 9344, 9346 from accumulations .................. 9357 On pOlidiess Vis Aller. 1.14. KQHd. 00.2 9357 (4), 9420 (9) location, to be stated in articles........_ | 9340 mutual company distinction between mutual protective association, and .............,... 9432, 9427 capital, impairment of ............._. 630, 631 foreign, requirements in lieu of capital Sle bis odetldt.atatean 9366 name, not to infringe that of another com- POUT os os ayes a as I FOL EE Onis 9340, 9341, 9349 name, to be stated in articles............_ 9340 officers, qualifications, election and vacancies 9340 organization by incorporators ............ 9342 parol javblidity. teas. aio. Aede eo. AOS 1656 9410n insurable interest .................., 1657 9410n conditions precedent to taking effect deliverye, area sas. wae eo he fyy7i9997 1658 9410 n payment of premium ............. 1701 9420 n constructions’ iz eaniavwsk whee oe ATION 1659 9410n beneficiaries under ...:...,........... 1659 9410n MiOrrisd WomMbn ised ss i ook ons bcc 9398 wife, children, creditors, etc....... 9393 to 9400 RSSIPMMENE Fo. . ue. ue. Altodtheovor. 1660 9410 n may be brought after two months from maturity of claim....... 9361, 9420 (11) standardsfotms: S72 cine ci. yusaeny.« 9410 to 9426 of life and accident insurance......... 1622 9385 n participating statements to superintendent as to. ‘ 938 required provisions of policies, as to 9420 (6) (9) contract other than expressed in, pro- WUE TT ies 2 ao a wk «Hod wean ene (Ml: 9403, 9420 (3) PORAUI. co ieic eas os CHI Re Peay 13136 . misrepresentations as to, prohibited.... 9408 POM CUAIRE 6. heise Kiseos +35 ee nes 9409 misrepresentations inducing lapse of, ‘ POUOTY Cony cc reas SEAN yar sik 13171 roceeds of, power to hold free from : control lp beneficiary... .. tenes 9398-1, 9398-2 provisions, terms and conditions in 5 2 interpretation, desi - pee deg .1705 9420n i nowledge of, by in- Mp ba ie yaa, GOLA. ih. 4 1659 9410 n as to premiums Hs first, payment as condition pre- GOB brit tive ss «er jdwiesLee aE 1701 9420 n effect of receipt in policy.1702 9420 n subsequent default in leeieteise of policy.... nine 9420 n custom to give notice, ef- fata yee 1702, 1703 9420 n ee 705 o4s rernstatement ,§. « wj0 hee aes 1703 ane n paid up insurance, on. ...1706 9420 n LIFE INSURANCE COMPANIES—Continued, 2466 INDEX. PAGE Legal reserve—policies—provisions—Continued. policy and application, the entire CONLT ACE: «, +5 vie es tie VOR Ite incontestability of policy ......... 1706 loans..on Policy... vais arjwiyey sts. RB 1706 SUICIDE sicjcee ats MOLT EERE RE aos. we 1706 authority of:agent ........ 1653, 1707 military or naval service of in- SUTOG, iy «- Legal reserve—stock—Continued. PAYMeNey . oid te AGh abies). see ee 9342 transfer of, ‘not to release transferrer from liability, When sida od -perodas 634 sales of, certificate from superintendent, requined wo f[e.-.ent tina arevote 6373-12, 6373-19 stockholders, directors and officers must be. . 9340 - superintendent of insurance Weense! TRONS... 5, «10/01. erat oe EPR peer 9349, 9350 foreign company ......<,-:,.,4+,..dqakasg- 9365, 9372 corporation of another country.. 9377, 9376 annual statement to, see statement above deposit of securities with, see securities above wife may insure life of husbana..........-. 9397 consent :of husband! ::. 4 ty. apps - BOR 9397 n vested interest of beneficiary.......... 9397 n policy assigned to. ....: dusbenteesiiane- 9398 death of, beneficiary in event of........ 9399 assignment Of polieyr by va ee aiya. dain 9399 wife and children, dependants, or creditor insurancerfor | (iaadeu weer te Hado- HAS: 9393 vested interest of beneficiary...... 1643 9393 n death or divorce of beneficiary.. ...1644 9393 n assignment of policy to..........- 9398 creditors of insured exempt from claims of........ 9394, 9398 9398-1, 9398-2 premiums paid in fraud of.... 9395, 9400 when company liable to....... 9396 Policies; standard forms; statutory provisions; prohibitions andsformsay Aincltes cere ere 9410 to 9426 “company” in chapter includes corporations and. associations’... dsssiee. basidneet: te - 9426 forms to be approved by superintendent of insurance ‘«; 4’ ,..... neuqiedsch de. obese ak 9423 court review of action of superintendent 9423 unauthorized, prohibited .............055- 9410 exceptions ANNUITLES, «2 joss scsseshinn eee BOE RIE OO 9425 industrial policies ..........+.5+. 9425 assessment plan insurance......... 9425 fraternal plan insurance.......... 9425 standard forms, use Ofiri«wes bev alawlels omrdhes 9411 “ordinary” or “limited payment”... ...1662 9412 endowment °..«... jindddiusing. sath. anthem 1668 _ 9418 “ordinary” or " “imited payment” life, fixed survivorship annuity ........ 1674 9414 endowment, fixed survivorship annu- ty aaa, oof abibern, 4 ha,< PUERROS «CRON 1680 9415 term, «ch. 45.0% wdtotlog a akenponie of: 1686 9416 term, with right to renew and change.1691 9417 use of, for single premium policies..... 9418 use of, for non-participating policies... 9418 use of, preliminary term insurance..... 9419 use of, term insurance .........-:.s+- 9419 INDEX. LIFE INSURANCE COMPANIES—Continued, Policies, ete.—Continued. - payment of proceeds Time... ......., 00-88. .antelsacisaos «1 Dyy installments, \.s.,: ale)inei« Smusis number of incorporators ....-........ expenses separate fund for ..ssswder enews how .raisedad ih .asiienienshrde dus fro bond... --bsisa. Joss . Pa sross » fiietdle oaths penalties . 2 cece eee eee ee ewe ee annual statement .......--++seseeeese 2469 PAGE SECTION 9422, 9418 9424 9420 9420 (3) 9420 (3) 9420 (3) 9420 (4) 9420 (6) 9420 (7), 9420 (9) 9420 (8) 9420 (11) 9420 (12) 9420 (13) 9420 (1) 9420 (2) 9420 (8) 9420 (8) (10) 9420 (9) 9420 (10) 9421 (1) 9421 (2) 9421 (3) 9420 (4) 9401 9424 9427 to 9461 9427 9443 9445 to 9451 9445 to 9451 9445 9446 9446 9447 13418 9451 2470 INDEX. LIFE INSURANCE COMPANIES—Continued, ° / PAGE| Mutual protective associations—Continued. purely accident company bond.sef .nlsizgetq.ay AER, achtOAtEt, HLS reserve fund investment: ia, wal. Ya. Datigese 2 deposit. with superintendent... release of security: ..0...000. 000504 FOTCI QM, 4 porate done pe ane « RII MOD tLe admission to istatew.’. i¢tin. aldeieel conditions precedent to transacting business’. (i stantial ele. MORO certificate of authority ........... revocation... 2i@iU6.Jtl. Wt Gi annual. statement .......... Yost, U. 2 actions against, where brought.... actions against, venue and service......... age of insured, restrictions as to........... POTALICS 2 nase cceiedneronorst PIMP AIGIL OFC agent to collect dues, bond of.............. articles of incorporation amendment: (} e43 103in .oo0ig.8 dios out Form. Of. 04... MAY. ADD MSTINS SRBO . 5.5 136 assessment plan ..... ORIEL Cs PMB). oe limitation as to companies suhibts may do life insurance business on...... assessments ! power to-makeot .yorliq. Tos aaeteiao: 6 remedy of member to enforce making of 290g ma tise, oo eonerd. tal, aide . 1718 non-payment of, effect ia oly. ae. 1718 for expenses of association........ Liplhis bond of agent or officer collecting...... »eneficiaries limited ‘to: families, ete. 22. «cs +. BOR who maybe boziinpadt. sioigivwenit.. athe 1714 effect of laws of association........... 1715 Change Of... scien artee wanes gate 1716 DUTIDL Assoc ATION! of coh ania xa VUAe OS him aie business assessment plan, power to dO... is BPOR life and, accident spap< «> xr re eddevecans ys right to do, forfeiture i), .98 .Gh.45 An foreign associations, may do what..... by-laws power to adopt -...)..07 “ESQ 010% t2 GH amendment of ...... MjAGiooeen AL oal, certificate amount of limited: .:..00@ looms. 12 POW -LOLISSUOs coy etcaier skies tiers 1713,, 2725 nature and construction. .............. 1719 conditioned on assessinents, to be...... guaranteeing fixed amount not condi- tioned on assessments, prohibited.. restrictions on issue of AMOUNA: v0; tai eacin abies kel Aaah nectar medical examination required ..... SECTION 9448 9449 9449 9450 9452 to 9456 9452 9453 9454 9454 9455 9456 9442 9443 13134, 13135 13417 9457 9428, 9429-1 9429-3 9427, 9441 9429-4 9427 9427n 9427 n 9444. 9457 9427 9427 n 9427 n 9427 n 9459 n 9427, 9429-4 9427 © 9431 9441 9428 9429 9427, 9432 9427 n, 9432 9427 n 9427, 9432 9432 9427 9443 limitations as to age...........+- 9443, 13134, 13137 INDEX, 2471 LIFE INSURANCE COMPAN TES—Continued, PAGE SECTION Mutual protective associations—-restrictions on issue of certificate—Continued. exception where association does ac- cident busines only .......... 9443 on fictitious life, prohibited .......... 13134 penalties for issuing certain........... 13134, 13135 13417 consent of insured, necessary to issue.. 13134 charitable purposes, societies organized for, exempt from certain requirements, when constitution and by-laws, amendment....... 9459 to 9461 9429 examination by superintendent ............ 9433, 625 to 627-2 expenses of, how paid................. 9434 expenses, what funds may be used for...... 9444 foreign admission to do business in state, how WUCRICHE Sas ee Te Pas aie. 9435 CBORD 205 S57 seb a es ks ca sc 13417 certificate of authority ............... 9436 expiration’! [iiit od ain. bai gia 667 renewal. 19, .itoiamees YU ofsuetit 9436 revoeabionts()s «jit. dze707. solely 9437 discretion of superintendent....... 9436 record and publication ........... 647 to 653 annual statement: })J. Jovigeein. cues 9439 SEG ntti oe oy + Jie ode OL, OEIC BW? 9440 kind of business authorized.......... 9441 penalty for violation of act............ 13417 agent of license ;requited (574 vi 0 3092 ces ER 9438 TGCS Ke fous STURN, 10 Suro abi 9440 for service of process............. 9435 9442 actions against, where brought........ health and accident associations....... funds 9452 to 9456 to be paid to treasurer! ./) 2.05.06)... 9458 loan to officers prohibited............. 9427 for expenses and losses, separation of... nage accumulations, belong to members...... health, organization of association to do business of accident and ............0. 9445 to 9451 insurance laws, subject to what............ 9427 fraternal benefit society exempt from... 9465 insured medical examination required......... 9443 restrictions’ as ito’ age 220). 008. Nees nats: Bent Ity f Lolation isang 9 an ; f penalty for vi ake! exception, where association does acci- dent business only .........+..++- 9443 mechanics, mutual benefit societies of, ex- sine empt from certain requirements, when. . B45 PRGTIDOYS oo od ey odd dete 8 te et AN, 1714 hee MGECHINGS «2 sacri cae ec vies LesiM tel, oAlh ' aa I ys! Gees tater wih swe hk ee he me iia as ae LOm ee). ee ee 1003 8653 n Expulsion’ sw ae). ees sade pp remedies for wrongful expulsion....... 2472 INDEX. LIFE INSURANCE COMPANIES—Continued, PAGE SECTION Mutual protective associations—Continued. mutual benefit societies exempt from certain requirements...... 9459 may become subject to laws........... 9460 bond of treasurer) }. bosigasdtiqg. tet pate 9461 mutual life insurance companies laws regulating, must be complied with, When .agecie od. 7aeRsOkg SONAL Sh 9432 distinguished |, {nomic . 24 its joie aon ote 9432, 9427 change into! sidweainps’ aisPrGa eet 9429-1 to 9429-3 officers duties and compensation ............. 9428 election or appointment .......0...... 9428 collecting: dues, :bonidhics oil. vans colonies’ oe 9457 loan ito, prohibitedt,.. wasre. Steve. a 9427 solicy, see certificate above i powers WENOPAIEK 5, 5, Ac ken goad aes Hee SX bad oe Ee 9427 to do life and accident business....... 9427, 9429-4 to pay stipulated sums to families, ete.. 9427, 9432 to raise money by assessments, etc..... 9427 to accumulate, invest and _ distribute money .., ...dmebmatatsadita. 20. Hike 9427 to: ‘adopt by-laws... aodiasiidug. bs jie bg 9428 of associations organized before enact- ment) of*present! law Py, WoEes, VUE: 9428 quo warranto proceedings against failure to make annual statement...... 943] exercising powers or franchises contrary toy law: unten. SG VEO Se Raa COR 9433 failure to file bond of treasurer........ 9431 railway relief associations, exempt from cer- tain requirements’ piniid. Siadw. daniels 9459 repart, see statement below securities deposit of, by accident and health asso- ciation®. ... Bia. 9 a/se Ste a) eel ee) ep Associations; Collateral Loan Com- panies ) — PUCOT PORATION LSE to eck ee cc ee ere Free loan association, form of articles.......... 240 Or discount company, form of articles....... 139 LOCATION— (See Domicile, Railroads) CrGnOPA NY rey PEELS Na he SS Soke Pave cee 44 Statement of, in articles of incorporation....... street address: unnecessary *:./..22052¢.4%. 923 effectt-dit Maxetion sos) t aa sence ca se eee Removal of withia vmunicipalitys (itu es cis hye pee eae 923 to another place, amendment of articles re- Guiréd! iy: cel GRPSR A Aiea of. rilingworganization? a.).i0% os od vgirs wiv eee by amendment of regulations.............. 1147 Ruling organization over subordinate organiza- tion cof nag dort asa ek ae anaes ee Manufacturing companies, of ............++.- Attachment before justice of the peace against non-resident corporation. 260i. 4.6 0y. +00 LOCOMOTIVE (see Railroads)— Construction, of, boiler. “.;.. 5 ucsete hedaman eee” Headlight). raquanedijon. saminiments cian oe Tuspection...of 2 pina «Male ebadar Dak ate ae a Mafety, devices Ov... «= cunt mitae ice one ane penalty... vitekaae CAbOHeets opeind hs Shooting at, penalty} ijols saeted dyadeuaueh wd. be Injury, interfering with, ete., penalty.......... SECTION 9510, 9524 9560 9510 9608 to 9620 8682 n 8705 8705 n 8705 ‘ 614-53 8705 n 710-41 n 8625 8625 n b37in 8625 n 8719 8652 8704 n 8651, 8652 10135 10253 8965-2 8945-1 et seq. 8965-1 et seq. 8949 to 8952 12558, 12562 ; 12497 12560 INDEX, ' 9475 PAGE SECTION LODGE— (See also, Benevolent Associations ; Corporations not for Profit; Fraternal Benefit Socie- ties; Secret or Benevolent Order) Building company power to acquire stock in..............0.. 10196 to 10198 articles of incorporation, form of.......... 139 Ruling organization WeaBLiOn >. 44). zed lies: pittiana wats. va del: 8651 TOUS 2s SSR oa sR a nT 8652 Worm of articles... exctouzih nk dotert acwi: 239 Trustees, number and term 2... 0se0esi-ceeeu., 8657 Exemption from taxation. .................... 5364 Subordinate or unincorporated, powers, etc...... 10061-1 System, defined, in fraternal benefit society act.. 9463 LOOSE LEAF— PAOMIDE SDOGK SS. vee ce ees | teat ae mek! ORIG 49 LOST— Certificate of stock registered owner may vote and receive divi- GT SIR OC ae RE aah i a Ge 84 except when reissued by order of court.. 8679 reissue of regulations as to, form of............. 167 byreourt proceeding I. on. s canndien 8673-17 8677 to 8681 bond"on f5.39sta J. els ston add. 8673-17 effect on rights of holder of original SOrtICALe ... 5.4.0 5 «te ReId. ants 4 8673-17, 8680 not ordered, when plaintiff not real OM ILE ts hielo) ohesrcie Nes « oe aie: cto aren 8679 n Certificate of! incorporation ...\.............005 8734 LOTTERY— Contract, see Illegal LUMBER COMPANY, form of articles............. 140 MAIL— Subway for, franchise ...............00..0.005 3645-1 Tube company, form of articles................ 140 Service by process against foreign corporations........ 181, 9561 public utilities commission, order of....... 614-71 RaCOMMMISSIONMsPOLMOLS OL §.<.0.7.7e:c:stena eesrstenuhve’s 1465-30 Telegraph company, to send message by, when... 918h Order company, form of articles............... 140 MAJORITY— Of incorporators, must be citizens of Ohio...... 8625 Of directors, must be citizens of Ohio........... 8661 Of board of directors constitutes a Laie Seas. 8664 f irectors, may bind ecorpo- ee ee Bales P1012 8660 n Of shares necessary to election of directors...... ae except when cumulated vw. ive. dine et 8636 n Of stockholders, power to adopt or amend regu- mre PIR ye i etie Bales was Palen tale ees 870: 2476 | INDEX. : PAGE SECTION MALICIOUS ACTS— Of agents, liability of corporation.............. 947 8627 n MALPRACTICE— Corporation not directly liable for............. 917 8623 n MANAGEMENT— Organization and, of corporations.............. 1 Change in policy of, by increasing number of MITECLOTS: « a> hehe ap anaaw ad heel ane 17 Of corporate business, vested in directors....... 8660 Of corporate business, interference with, by COUTTS HG, s San - Foreign corporation entering state, feed. «i aisge tl dqcescei ened: soe AMICUS lee PRAM C IGE GA. Rey: pia ct aleeor vlad gM sheares a8 Preferred stock \ SUA tI PO NDAE SNALNO «5 oo. cn bin es eb pe oerey eee limit on sede ene ee ele ee ete ema e eee eee redemption, restrictions ON....:......5+: led MOOUCLION Olvnddins mew < aashesaxs dowkt Reorganization % PONETAM VG oie seye celdsesoveraioey oe pad or ve’ teh of ays eee ete CORMACALEVOL Gosrmineceaceercee ss. uaRRlE- if: ' LOLM. io hidits beethiat. 46. vieqeos oy bil) oruatn BOSBAID (5 Sivas ss asf Oalmhiniietey arele Laws yeayi dts eae ane stated common capital, ON...... eee eee 8728-5, area sworn statement of assets......++++++++> i" continuity of corporate existence not af- ae fected by dinils. Hoots. te -auhola gel Gov Arona Stated common capital ........:0 eee eee eens ahs must be fullipaidilicni} . avsteleowioamtae eee ov 6798-0 certificate of payment.......s. sree recs 3798-4 increase or reduction......6.008 estes eins e706 of reorganized corporation......+s+sreres 2492 INDEX. NO-PAR-VALUE STOCK CORPORATION—Cont. pacE SECTION Stockholders non-ljability Of (iia. san wd oe cRORBP BOS 8728-1, 8728-8 meeting to authorize reorganization...... 8728-5 consent of, to price or consideration of NOspary common Stocks. aanee amet 8728-1 Subscription consideration ifor? .sigad . 4am Opa, 8728-1 certificate: Of os... 2... ass cae POO A. 8728-2 Forms articles ‘of ‘incorporation.-it..o.5. lH... 109 no-par common stock divided into ClasBes 100. OUT RR. UehA attr tone 121 preferred stock clause piss 0). ie 110 first, second and third preferred STOCKS: ~ os ene LI AOS 118 optional preferred stock clauses...110-118 price or consideration for common stock resolution of directors fixing......... 189 resolution authorizing bonus of...... 194, consent of ‘stockholders... i... 00. 192 certificate of subseription..........9771.¢% 164 certificate of payment of stated common capital’ sine s eas ccs, OTR”, 190 reorganization proceedings .............. 195 certificate. JN CA: BEER e 196 affidavit of president and secretary.. 199 approval of commissioner............ 199 sworn statement of -assets..........5 199 foreign corporation. entering state, state- TORT WY” 86 are/s. x hres hacen rons eee 228 NOTARY PUBLIC— Banker or broker can not act as, when......... 403 121 Officer, or stockholder, as, deed or mortgage to COTPOTAULON™ a seitaccerereras tame cea ate one 953 8627 n NOTES— See also, Bonds; Commercial Paper Corporate irnivard “execution; sala svaren Hee ane 958, 1021 8627n, 8660n accommodation: (i: 40: levi dant tet aS 957 8627 n power of corporation to execute and en- dorses iinigiee sant? apis PO RRS ea 957 8627 n presumption that execution was author- Ik Giidd, dienet, “aoe Bie doahise 1021 8660 n note payable to officer personally...... 958 8627 n COgNOVIt: NOtern.s nssHeh estas toed 1021 8660 n of public utility company or railroad, void unless authorized by commission...... 614-53 to 614-55 short time notes excepted............ 614-55 Payment of subscription by..............-0005 981 8632 n Power of corporation to acquire............: 7, 952 8627 n Renewal of, secured by pledge of stock, effect on collaterals #4 ibis oii tana ne et ii. 1108 8682 n Renewal of, effect on stockholders liability un- der former double liability law........ 1120 8686 n Premium, to be marked “non-transferable”..... 9581 INDEX. 2493 P WOTTCE::. AGE SECTION Amendment of articles of incorporation, of..... 8720 to 8723 Calis, of; meeessity wn. od. d sane oltre OMy 1085, 980 8674n, 8632n ‘Corporate, powers, Of...) de bak yee. 942 ; 8627 n Directors meetingy}\‘ofs2. Wi, 2uN8 2), cugipd & 1012 8660 n Sale of stock, of for non-payment of assessment..........., 8674-8676 DyerplPMeee: 44.8 roa tatctarctatonte, Be 1110 8682 n Stockholders meetings, of UIRStMeE te. ailerhn OMe rise kg dce ose. 8635 AUTO? eee. «A tiaras nee WSR a”. 63, 994 8647 n SPCC ee rst. series 3 PLE, (SIEBOT 6 66 8647 to ‘amend articles!!! 2% ..0202024 Gp mulG: 8720 to adopt or amend regulations............ 8703 to increase capital stock... 0.0000... ees 8695 to change number of directors............ 8665, 8647 to sell entire property...0...50500000.005 8711 Of opening subscription books...:............. 8631 Publication of, thirty days, number of times re- iitenfer th. Pager ved ee vettonh belerd. 8631 n To corporation, knowledge of officer or agent USI sis SEever eis terete tees % ares G's ake See OES 1023 8660 n knowledgétof idirectorcas... 0.4.66 .56 ene 06% 1023 8660 n fokcorporationsubyfmiail... he. death: of: nee PRE 1022 8660 n Forms of . CMD AMOVNMT UD RULE 5, BUS. crars tacsonasharosay adhe cbasseusn-ne's 255 sale of stock for non-payment of call....... 255 first meeting of stoeckholders............0.. 165 annual meeting of stockholders........... 268 annual meeting of stockholders, certificate Of Usetretary. to! Wao. Slaton ia why. 268 special meeting of stockholders............ 273 regular directors meeting... o.0se6 cu eek 276 special directors. meeting... .Liiot. Jo. waned 276 opening subscription books............... 160 NUISANCE— Corporation may be prosecuted for............ 12657 failure to abate, contempt proceedings...... 12658 NUL TIEL CORPORATION— Peeve Ol, how * Praised iwistu rc ccc eters ese sey 964 8629 n NUMBER— PERCE ORU OLA RU 64.520 Paige's “oe AED ROO aa ee oR 8635 usually fixed in regulations.............. 58 imeedse: or decredse,.. 666+ 0ieuse seeds 8665 PDEANGOTPOLAVOLG: 55. +.bs tata case orares ge catave ters apenas Wha SS 8625 Pe SRETIBECER LE) a shittec sn tel ROP EIEN , 30 ou 8635, 8655 to 8659 NURSERY COMPANY, form of articles............ 132 NURSES— ] 19 Training school for, may issue diploma...... 8624 n ROT cen directors and trustees......--.++++s05. 8643 office, direc é ruste 185.251 POMMGM OPM Gre esate ee oles ; 2494 INDEX. PAGE OBJECT, see Purpose. OFFER (see Options; Tender)— To subscribe for stock, withdrawal of.......... 968 To sell stock, as a defense to suit by stockholder to remedy corporate wrongs.......... 1031 Subscription to stock before organization, as a COUSIPIM oe oe ee Lees ea eee LE 16 OFFICE— , Corporate agreement to procure, validity............ 1044 persons usurping, quo warranto against.... title to, proper remedy to test.....s..0.... 998 Prineipal,. locadi one OF ; s:4....+0,0 cc seta: Seetee 44 railroad; company; .0f «:;. aand4orihs doe moe skis manufacturing company, of............... In state, foreign corporation may maintain, without obtaining certificate, when, 423, 424 OFFICE BUILDING COMPANY ................... OFFICERS AND AGENTS— (See HLaecutive Officers; Directors) Generallyn ies: Oc Roe ek, a ee RELA M 78 Appointment or election..............0. 1042, 1145 Admissions and declaration of, when binding. 1022 Authority to make corporate contracts conferred! howihititns. .2gahloddoosa, l.ayih 1019 Authority to convey corporate property........ 953 presumptions .as.to.....2uhloddoote ta ei 1021 to acknowledge corporate deeds........... 953 to act as witness or notary......05. 2.054. 953 Claims against corporation no right to appropriate corporate property WEI PAYMIENE. c's os chase sae easement ae 1044 estoppel to set up unrecorded mortgage. ...1044 priority of, in insolvencyy....0.s2 6604 24 1044 COMPENEA TON: dnode apie. sila ateny ume aeen te 1043 Contracts to procure corporate office or employ- MEDIO. oriwerceti os. 4h. yates dalek ae 1044 Directors ale» OfIGELS .,., 5. :0)s.x,amsen tele epee ela eee 1042 Fraudulent act of, within scope of authority, binding on corporation............... 1022 Knowledge of, when notice to corporation...... 1023 Liability to: corporation j ta gosnse Rus HK CA ee 1044 negligence or mismanagement......... 1033 conversion of corporate property...... 1034. accounting for corporate property.....1034 to stockholders In; General’ in. lege et wkackatiokee 1034 for share of assets on winding up...... 1035 limitation fy jhsldere jeaskiebweam 1035 for conspiracy to depreciate price of BtOCK, wiih sSene ds ease ene take 1035 SECTION 8630 n 8660 n 8664 n 12303 8647 n 8744 10135 194 n 10210 8664, 8704 n 8660 n 8660 n 8627 n 8660 n 8627 n 8627 n 8664 n 8664 n 8664 n 8664 n 8664 n 8664 n 8660 n 8660 n 8664 n 8660 n 8660 n 8660 n 8660 n 8660 n 8660 n 8660 n 8660 n INDEX. 2495 OFFICERS AND AGEN TS—Continued. PAGE SECTION Liability—Continued. verbal promise of dividends........... 103 8660 n { fraud in inducing subscription........ 1036. 8660 n measure of damages............. 1036 8660 n on sale of personal stock............. 1036 8660 n untrue statements in prospectus....... 6373-18 to creditors on notes improperly signed........... 1038 8660 n acting without authority............. 1037 8660 n conducting unauthorized business.....1037 8660 n HATO. VALERs DORR, tn CT eee 943 8627 n RETINA cca 52 oR-4 so Gis gat oe eee 1038 8660 n Note of corporation payable to, presumptively MMMUAROTIZEd. ZY OSU. say ko ae 1021 8660 n Penalty, for transacting business after cancella- Dep Ges articlod. cto Pe fs ee 9510 Proxies, obtained by, how voted............. 996 8647 n Purchases of stock from corporation, by........ 977 8630 n Right to clect, may be reserved by stockholders §704 Stock, corporation has no authority to purchase ATOM, LO TePIreMient, ure cols eo 956 8627 n Suits against, by stockholder.................. 1027 8660 n Testify, not disqualified to, by death of adverse UNMET Cioran wid, hee a eae eee 947 8627 n Verification of pleading, by... ... 00.05.0900". 11351 OHIO— Incorporation in, when advantageous......... 8 Corporation entering other states............. 95 Foreign corporation entering................. 97 OHIO RIVER BRIDGE COMPANY ............... 9310 to 9319 See Bridge Companies BOTH OF Articles aiqhinsl iA « «> :a%s) aaa Ds 019.640)+-« ee 144 OIL COMPANIES— Articles of incorporation, form of......... wel ad DCMS NE cy Th. ace ae oe cs ie en EI, 10137 toperate pipe lines. 225 SPE eet Wee toe 10137 n, 10128 n to acquire stock in railroad or transporta- ' Be ee ci ani cian se hg swt of Be WEIMe OL actions auaiist s.r ce See etNOD 11272 See also Mining Companies OPERATIVE— RECHT Ag ACY AN coos ck dns indus eh neue ead 1044 8664 n OPTION— flee + Rade i i ‘his stock, does not dis- ne Soa atlases urea SO 3b, AMERY. 10, 1039 8661 n Forms on manufacturing plant...... Neen e eens 309 by corporation, on manufacturing plant.... 310 Mar ene eG BLOCK 6 eA ot son. + mp nus nn a des at to purchase stock at book value, etc....... to purchase stock if vendee desires to sell 317 te nurcuase stock, (a “Call) i... 0! ee wee His to deliver stock (a put) .....0...+..e00 05. ae in stock pooling agreement........-.++.> : 2496 INDEx. PAGE SECTION ORAL— Subscription,’ validity 204 te. fendopignnge SER ae 8630 n ORCHARD. COMPANY «252... 0/4¢ 0204 soriagbal . 10209 Form of articles ys 0's os. ¢i03 SIRS TO a 145 ORDER (see Public Utilities Commission; Taw Commission) — Of business, provision in regulations as to... 170 Of incorporators, designating one incorporator to receive installments on stock...56, 162 Of incorporators, fixing price or consideration for no-par-value ‘stock... 2.0... 3388s 159 Of incorporators, for filing claim of exemption UDU Che Sy. LEAR Ae se see 160 Secret or benevolent ruling organization LOCRUION . [shtpdin is besa oebetahceta s oom e 8651 TOMOVGT | Soon ois eas ase tee ee ae Pay aah 8652 subordinate lodges, powers, ete........... 10061-1 POWEESI Ge caxe Fae ie 6 Sis nies wom oe sea tae 10057, 10060 10061 MOSCASMCM ES wecoree ie, > oasis iw on he blvuegs Som eye mmee ote 10061 CNGOWMCHES rena. a « Fins doers cea wee ee 10061, 10057 number and term of trustees.............. 8657 reserve fund A ViCREAILONG ano cd trek aca ay i eae teen 10057 trustees to manage BOCCEIOD. ons n.. osetia nck heal inate 10058 COIS, CULIECS, CLG. oot dun sien ited 10059 ORDINANCE— (See Municipal Corporations; Street Railway Companies; Gas Companies; Electric Light Companies ; Franchises) ORGANIZATION— And management of corporations............. 1 ‘Of board of directors or trustees.............. 8664 Of corporation control, and, contracts between individuals BOLO. SS OE Bina a sande bagae e 4 eee 16 preliminary, merger of, into corporation... 8627 n proceduré,! outlined /.t2e8s <4. erect atateie 40 when completed) «2. toe nattdinwdelewite oars of 932 8627 n transaction prior: G0\. .amcenue Put ea one 14, 939 subscriptions to stock.........6...e0% 966 8630 n increase; of capital stock............. 8698 franchise tax iicpey0. tes aera ta ake oad 5495 n to take over partnership or another cor- DPOTHAIQHE «shoul he acientiaative sein vae ioe ree) Forms proceedings, corporation for profit........ 158 proceedings, corporation not for profit.... 249 ORGANIZED— ; When corporation igssiss- see, 7 UOTE, 932 8627 n INDEX. PAGE OUSTER (see also, Quo Warranto)— From franchises for failure to make reports or EVA MUB NEST Pe cvehea «u/s ene a Selbhayatenaraleda, «fats Foreign corporation, without certificate, subject ERED Sig o.os 4 coe ope se lune 426 OVERISSUE— Of stock, liability of corporation.............. 1059 OVERVALUATION (see also, Watered Stock) — Of property received for’ stock... .......5.%% 26, 73 Of property of public utility, penalty.......... OWNER— Defined in uniform stock transfer\.act....)..0..'.. 2% in uniform bill of lading act.............. PACKAGE CARRIER COMPANY ................. PACKING COMPANY, fruit, powers .............. PHT DUP PS LOC Kee cats cicis co.cc ce a8 ee citelsis sitio g To. 23 PAINTINGS (see Art Gallery Associations) — Corporations formed to exhibit............... PAR— Sales of stock, below 2... 2.0.0.5 .s > > ue pinmipatsar 974 to officers to director of railroad company..........- Value of shares, suggestions........--++++++-- 47 Value, shares without.........-..-+eeeeeeeee PARK AND MEMORIAL ASSOCIATIONS— Appropriation of property.....---++++eereeees Battlefield, or memorial site, power to purchase PARK OR RINK ASSOCIATIONS ........---.-++:- Building, use of public grounds for........---- Stock reversion of in building company...-.-+-+-eeeeerrerees Trespass on property of, penalty......-+++-+++- PAROL— Evidence, to contradict or vary articles of incor- poration 963 Subscription to stock, validity....----++++++: 967 PARTICIPATION— ’ By non-registered purchasers of certificates, in proceedings for consolidation, or sale of entire property ....--.+:-: beeen ees 1065 By preferred stockholders in extra dividends. ...1053 Sateen eae wey ene, Pm e848, See 4 6a 8S a Oe Ss cub aleskele 6 Fe, © 6 ohevape per pieie oy 0) 8 eres ola PARTNERS— Liability of, on stock issued to, for overvalued partnership property .---+--2++srr+e: 976 Stockholders not liable as.......-++s0rerttere 1118 Syndicate subscribers, when liable a8.....«. #7201 2497 SECTION 614-79 8673-21 8993-52 9192 10209 9972 to 9977 8630 n 8630 n 8798 8728-1 to 8728-12 10188 10187 10193 to 10198 10193 10194 10196 to 10198 10195 8629 n 8630 n 8673-1n 8668 n 8630 n 8686 n 2498 INDEX. PAGE SECTION PARTNERSHIP— And corporation compared...........0.....00. 4 Or corporation, how determined............... 427 Syndicate, .when Fw185. HPI, AO OIE, AMD! 101 TNGOLPOFAtIOM ek « oo. 5.6 saite ye te ies tse Yolalfe tote “alls Re 93, 940 liability of corporation for debts of, 94, 934, 940 wel te assets transferred, right of creditors. .934, 940 8627 n, Name may be adopted by corporation succes- BOL “ORs > thc ac as ors ts aubae ate a aaae 961 8628 n Corporation can not enter into.............4.. 958 8627 n PASSENGER (see Railroads) — Cars, certain equipment prescribed............ 8929 to 8941 Depot. See. Union Depot Company BGAN. BLOUS ~s.0/c.4%s s gaa wath g enc s Oa ae titel. ie 1Y3 8922 GLOW SOT tiie crepes ed ienecnree ns chels SUA eAd RE Tasos eee ee 12558, 12554 PASSES— To be issued only in certain cases....0.5.....5 516, 517 Penalty. TOP mesuie Pctck. <3. Ses ae wie _ 518 Report ‘OL to" be made. - s,s. ane oe hele e eleate oe 562 PATENTS, form of articles of company dealing in, 145, 146 PAVING, see Street Railways. PAY, see Compensation; Salaries. PAYMENT— Debt due corporation, corporation may acquire _ stock in itself, asv{¥i2 A484 AGEN ANS 956 8627 n Of corporate debts with stock....2.2......000. 974 8630 n Of subscriptions first ‘inatallnenwiries 5, FPR RI te 979 a 8632 n effect of non-payment......... Lt eae 9T9 8632 n deficiency in, liability of incorporators : 8634 subsequent installments .............- 005 979 8632 n Medium Of pas ve heir ta ved Pe Mada dete wath 981 8632 n PMOUIE Of eseeicrciarctererereteraretetetetatetatate Gee 980 8632 n as a defense to suits... 4.4 %/0109G lela 1098 8674 n enforeement: Of. ss i\d mes hebeucee eae 8674 Recovery of dividend paid to wrong person............ 1164 8724n dividend paid out ‘of capital...........51. 1163 8724 n PENAL CODE— Word “whoever” includes corporations, in....... 12371 PENALTIES (see also, Crimes and Offenses)— For non-payment of taxes, failure to make re- ports, ete. is. cageacm reels eee 5491, 5507 5509 to 5513 12924-1 to 12924-5 bank ‘ offi@ey? ..... «0-4 cae teu non Ae ee 5414 compromise! ‘Of ©... saute ates teats Pits OVE 5524 Suits to 'Gdllect..,.i...o8P. GSH Aone abled 5492, 5523 INDEX. PEN ALTIES—Continued. failure to produce books foreign corporations remission of 06 0 80 € She © 6.0 etal etetets #0 Vie) 0 0 0)'S Sle) seis bus 6 wee SS EO 66S eh ee, ae & Oe oo ett ote unlawful use of word “state?............. failure to make reports, ete............... failing to file list of unknown depositors... advertising larger capital than paid in..... Insurance companies, against................. POVALERE SUR RIOTS 5 <.4.0-4 sd bem we ocste sian oor non-payment..of taxes.» .+ pp s2ebaxnd -oestle life insurance company, discriminating against persons of African descent..... Public utilities commission MOF UIGINEPANTOTMALION 2s cate nos ovo 5 ee'eie wl false restatement 60... 2145.40 ashe aes OF CTIEU NAG FUP? EELS EON sire itc cnn Foret payin Railroad (see also Public Utilities Commission) aprons between passenger cars, failure, etc. FAAUUTES ON CONSEFUCE: LENCE! 0 :p0-0:ereserorereienpoere discrimination in freight rates............ failure to heat and light cars............. crossings, signals at..........--eeeeeeeee crossings, StOpS At... . see sere eee eeeeee failure to stop at stations................ OVeErcharges ., ose cece cece scence eee eens violation of bill of lading act............. failure Foeplockrawatcherece, sacl. wtreies seins non-compliance with locomotive boiler act, CEC MG Hi etn Oe aed ee eine oie ay ey non-compliance with act as to couplers and DEAICCR I Herd MSI WIS. oleaele nee elaveels conductors, against ........e eee eee eee eees transporting property for express, 2 companies in default......-+++++++++: color blind person, employing......-++-++-- violating speed limit..... Leen eee eelleiln es failure to post time of trains...-.++++.++++ spark arresters, violating law as to........ bridges, violating law as t0...-++++++++++: obstructing track laying... -. Aad at Se Sale of stock, bonds, ete., without license....... 2499 PAGE SECTION 1465-13 182, 186 5523 1465-13 1465-16 5510 6395 to 6397 5672 710-178 741, 728, 627-3 9870, 9871 710-177 668, 672; 673 9533, 9589, 9591 9589-3 5435 9405, 12954, 12955 614-11 614-57 614-64 614-65, 614-66 614-68 570, 571, 578 586, 587, 589 590, 609 582 8930 8920 8989 8933, 8935 8855, 8856 8831 8923 9002, 9003 8993-43 to 8993-49 9009-1 8965-8 8954 9159 5677 12548 3781 8925 8967 8850 8825 6373-20, 6373-21 2500 | INDEX. PAGE Street railway failure to..sprinkle:.).. 2... ..ad0ad \. OT Telegraph company dispatchesiais te... 22.1. s be tea een en eee agent, against .../..0aleesatnen. ta aahyoiys injuring’ poles), ete., Of ay, ..44 sun Meee PERFORMANCE (see Contracts)— Of conditions in subscriptions........ po SII ANG 972 PERSON— Corporation as a, under constitution and stat- Mies “CSE. er ees, Roe 937, 428 PERSONAL PROPERTY— Of corporation, where taxed...............00- Of corporation, avoiding high taxation......... 45 Defined; in®tax statute): Cnt ie AsoAIeg Shares of stock aré..¢icsosasns oe 20 AUR PIPE LINE COMPANIES (see Public Utility; Pub- ; lic Utilities Commission; Tax Oom- mission; Taxation) — ATLICION. LOLEL OP. gale ccs erat thet peas 146 Appropriation GE PLOPGURY VOY «sie sa iecsiacconcie cane Common CATTers, ATE sab crane ons ina hn cae OPT WIS sen hele kis t's onnine Dette Soa cay een ee’ Public utilities commission supervision Ch bg G3 Hm i ON ince atthe rm il “public? ubilities * Unmert t+ <4 < duc uaghmec teem 1056 8669 n Liability of holders of, secondary to liability of common stockholders.............. 8670 No-par corporation, of TRIE, 6 geass oon in otiness Wusdoeor cans arevbpiW's howe aie igh 8728-1 par value of preferred shares............ 8728-1 redemption, restrictions on............... 8728-2 TOCUCHONAIULS SOROe ee eo ke ane orien 8728-4 Railroad company May WeRelu We Tee COI a 8805 increase of capital stock’ by... 2. 8817 Feder POH ss ERS oe ee 1056 8669 n is not a reduction of capital stock by pur- chasewe> RAKE: Aa eae cee: 1056 8669 n certificate of cancellation, when required OTM Ic. Soe aeeeeay cee oR gemma tn ee 8669 njuUuction hapaamet ores Ris FA Red eee 1056 8669 n Ship ‘canal ecomparty of sesy. Lee. The eaten at 9218 Noting rigths Metros. a0. Hie eee ee 22,.' 23 may be withheld or restricted............. 8669 in railroad ‘companyeti hors .ck 22yiy oF, SO 8805 Forms clauses in articles of incorporation with par value common stock........ 108 with no-par common stock........... 110 first, second and third preferred stocks 118 one class for employes........... 121 optignal'-clanseg iss Ani en eee wane 110-118 certificate’ OL, 1. i Pe cer tue riers ate 259 certificate of cancellation of redeemed preferred: stock, .ainawneboss » .fGnhatous 214 proceedings for increase of capital stock by .... yabwalde wed. cea iaee Bs 46-cee 209 PREHISTORIC MONUMENTS AND SITES— Associations to acquire and preserve........... 10198-1 PREMIUM (see Life Insurance Companies; Insur- ance Companies other than Life). INDEX. PAGE TENN) AUS ee ee ae eS yc (See Executive Officers) Fetenrewerutive..officero: 6.5 os. us. cos oe ack Qualifications must be stockholder or member............ must be a director or trustee............. ‘ appointment by directors, not by stock- BOLI OT ES Cesc creleysjuiejnosgajbrennien's, Ah, of ROLL OTH PRS TOC C : ( i a e ng Seeraeario, * ia 80 Certificate of stock, duty to issue.............. ReetCY TE COR so fot os aR isc mae Ab ae § 1059 fraudulently issued to, liability of corpora- BON erra Di cst cette heh thhe Pot bee NS ayacn 1058 Authority”. 27). -s130T YRAINOS. DALBELIS 82 MCS EMRE TS eae swe eae Pee eee ee 1021 contracts and deeds, to execute............ 1021 chattel mortgage, to execute.............. 1047 moves, LO execute... 10 MIs NTOeorh wi 1047 notes payable to himself, to execute........ 1047 to; bring or: defend suits... 2... ha -0%5 1047 to sell bonds of corporation............... 1047 to surrender corporate franchise.......... 1047 to, convey \entire, property. 2i2s%, . 0. eet a. 1046 COL EXECULE COOTIOVIE NOLES teraslee.ttohehetsy telson - 1047 to make assignment for creditors.......... 80 BODO tah ak, FR 5 date alate tothe are BRO OTIRY 1023 Admissions or declarations of.............00.. 1022 Liability on notes improperly signed............... 1038 signing “full paid” certificate of stock... ...1048 Forms provisions of regulations relating to....... 169 PRESUMPTION— Authority of officers and agents.............; 79 tO Convey, PYOperty....-- 22-2262 oem bere 953 to-make © contracts... eee cei tee einne s 1021 Validity of corporate acts.....-.....++eeeees 942 Validity of corporate contracts.......+..++... 949 Validity of certificate of stock........-...++4., 1067 Corporate note payable to officer.............. 958 Regularity of organization proceedings......... That directors are stockholders...........+... 1039 That dividends on preferred stock are cumula- Tina gered abeyance er chet deer 1053 PREVENTION— Of cruelty to children and animals, see Hwmane Society Of crime, corporations for ......+++ee sere e eres PRICE— Electrie light, gas and water contract with municipality as to....-.----. regulation of, by municipalities ..-......+-- Contract fixing, as a violation of anti-trust act Of goods sold, suit by trust to Collects, suacnemenens Public utilities and railroads, charged by, see Public Utilities Commission 2505 SECTION 8664, 8661 8664 8661 8664 8664 8672 8673 n 8673 n 8660 n 8660 n 8664 n 8664 n 8664 n 8664 n 8664 n 8664 n 8660 n 8660 n 8660 n 8664 n 8627 n 8660 n 8627 n 8627 n 8673-1 n 8627 n 8635 n 8661 n 8668 n 10199 to 10206 3983 3982 6391 n 6393 n 2506 INDEX. PAGE PRINCIPAL AND AGENT— (See Officers and Agents; Agent; Directors; Contract ) PRINCIPAL OFFICE OR PLACE OF BUSINESS. 44 (See Location) Statement of, in articles of incorporation....... Manufacturing companies, of Railroad company, of consolidated company Removal Cr er or CHHHHHOH TOM we KH Her eee Cee ec cle Clee 0 Sw et 6 fete oe oats oe 'e BP Ohe at 0 ea le die ‘arate fRINTING AND PUBLISHING COMPANY, form OL AIUSIGR': am wane Pe odewe mene te oa oe 147 PRINTING HOUSE— Of religious society, incorporation of........... expired corporation, renewal of charter..... PRIORITIES— Between attaching creditors of stockholder and pledgées ‘of stock ....-. 2... 7e78d0lg SE 1079 PRIVATE PROPERTY— POPSET Lyi Of CORDOTALION (88 sco vine oe sel wAe ae 950 Appropriation of, see Appropriation PROBATE COURT, see Appropriation. PROCEEDING IN AID OF EXECUTION, see Cred- itor’s Bill. PROCEDURE— Organization, outlined » 2.00005 ¢F) 0288, 1 PE 40 For election of directors 222222600665 2222940! 60 For amendment of articles of incorporation..... For increase of capital stock <:: 3; 72:72. 70% For appropriation of property .............0.. PROCESS, see Service. PROFESSIONAL BUSINESS— Corporation can not be formed for ............ Foreign corporation can not enter state to carry 2 MO SOR DREE DES entry yer b ee Ae Unfair competition in, corporation can not com- PIGID OB. 5. bwizks sscaeas cane ae 916 What pecmatitutes: «0. cs sers onl one db tedtbsiamais 917 PROFITS— Dividends may be declared from, only.......... on preferred stock.) 02. py a Yieaintniar, liability of directors... 2). ayitilecininaws ad. How ascertained +5. Seustdige. te mullaldly 2.8 Stock dividends may be declared from profits only......... liability of stockholder we ever ele el ere sel o @ ole) we 6 SECTION 8625 10135 8744 9043 8625 n, 8719 8651, 8652 10018 10019 8673-13 n 8627 n 8719 et seq. 8698, 8699 11042 et seq. 8623 178n 8623 n 8623 n 8724, 8728-2 8668, 8724 8728 8725, 8726 8724 n, 8728-2 87242 INDEX. 2507 PROFITS—Continued. PAGE SECTION Secret liability, of directors and officers for....... 1033 8660 n liability of promoters for .......2....0..... 938 8627 n Undivided, defined in Banking Code.......... 710-1 PROMISSORY NOTES, sce Notes. PROMOTERS— Apreements® between 2. .oii003620225 See 15 8627 n PyUUIOR LOH Mee oat O28 ot): AY bos sin Sp sa 100 Contracts with third persons, prior to incor- ISN 5 3 Go ea a RSP NP i cee ae ti 939 8627 n adoption of, by directors ................. 939 - 8627 n agreement to procure corporate office....... 997 8647 n pecucinry PeReIONG OL... os... sce se feos 938 8627 n Swed tameorpogatopn 7S). kos ee 938 8627 n SROUUCHBALIOMMI MER. sas bh caae an 939 8627 n Stock issued to for services, when escrow PORNO BGs. <, 0% a 8 ooo SAM Re eae 36 Eserow of stock, agreement for............. 284 Liability to creditors, corporation formed for illegal PUTIN OSG cent it,: + « eisuckghatt a cot ahr Fie ere 939 8627 n on contracts not adopted by. corpora- 1 gas AEE en = SN iN oat aneh RES 939 8627 n to corporation, for secret profits........... 938 8627 n Mechanic’s lien of, on corporate property 4..-.. - 938 8627 n PROOF— Of execution of corporate deeds............... 954 8627 n PE REL BOTALE COXIRT ARCA ys... « Ga sericiaicesirte Rin om abE 8629 in appropriation proceedings ............. 964 8629 n as POR OVE RECOTDOT ALON (2°... 3 «+55 - \egl> wersitaisl« 190-1 Of waiver of notice of opening subscription GOR aR Metre Tie where's ae Ss Spe aE 8631n Of violation of anti-trust act ..............05. 6399 PROPERTY— (See Appropriation; Corporate Powers; Direc- tors; Mortgages; Real Estate; Tax OCom- mission; Taxation) Corporate to be applied for legitimate corporate pur- ee poses onlyatts .phiveaikpLin Kt, Vreeeos oa. . Eels SEMA UTATCEE UT TC Gute Ace aisien ie pss nd sim Sil, wins a icles © L115 n PUA TIUONIDA ET URSTOTS Ol icaarts eis so te'a iso tos sonido ein 1116 ae n preferences to creditors out of............. 1116 seme ee STUUR OS PROMO gist ely tastes em odin oi s'in\o ae) elie agen ATES st hat 2 subject to police regulations.............. officers can not appropriate, in payment of elaim due from corporation........... 1047 8664 n 402 Const. A. 138, § 4 i hectito taxationsialiesst. ao .etistiledawl 3, § dg ee prohibited, ......---s.6... 402 Const. A. uit lien for franchise tax, ON......-. +++ ees eens 7 Corporate franchise, is not ........++ wile ae 2 Commercial paper, power of corporation to ac as ae 2508 INDEX. PROPERTY—Continued. PAGE SECTION Conveyance or disposition of power of corporation .....00)...00.. 000. eee e 8627 franchise’ tw, 1ocsicveceronetivscorcncn crouse SOR, SOS ERE 952 8627 n property necessary in performance of public duty Aves. SF. A ea Tees os ee PP 6 952 8627 n envire Property: 2) 5.0 nbs. + hate eee ae , . 8710 preference to creditors im... 0.0.00 .0.0... 1116 8684 n subject to levy by creditors.............:. 952 8627 n AUCHOTICV. Ol -OMICATS: «0. es an. chad os eewn me 953 8627 n CITECLOTSHTPA Ot. s eae Chie ican iee emits 8660 deed under seal presumed authorized.1021 8660 n to acknowledge deeds ...:............ 953 8627 n deeds and instruments, form and execution should be in name of corporation...... 953 8627 n words “successors” not essential in deed TO ACOUPOUAUION cece okensennone eect eee 953 8627 n vcorporare’ seal, effect oi A ee a 954 8627 n officer or stockholder as witness....... 953 8627 n execution must be proved............. 954 8627 n Entire, of corporation; snle‘of. co. ees eae 8710 to 8718 PIOCCEGINEN FOF ones newark amine aeons 8710 ACtION Of direcborse re. Solel stensie see, 8710 ratification by three-fourths of stock... 8712 dissatisfied stockholder, rights ........ 8713 to 8717 eale“to: a trust prohibited ©. ..8 aes se eae= on 8718 Exchange OF; Tore SUOCK | 0 |. ahs ata tatn iets ener ene rwcetadioaay 73 Valuation; tule as: 200 pa. ae oe chee hens aistaiae 976 8630 n fraudulently overvalued abilities SPkSe Wha ta oene ee ane 976 8630 n limitation: of action: ico cuss sens ees 1094 8674n on increase of. capital stock F220. 2 57 Partnership, transfer of, to successor corpora- ELON: US ast atatststrn ne ate ee ee ee On eee 93 Payment of subscriptions in ....... 000.0% 981 8632 n incorporators can not receive ............. o79 8632 n directors ‘may Treceives s:fccreree meee hon COE as a defense to suit on subscriptions....... 1098 8674 n agreement To PRY MN... .sk es aaes wees 1098 8674 n on increase. of’ capital ‘stock. ..4.. 5.1.56 00% 57 Power of corporation to acquire and hold....... 8627 constitutional irightso') aioded. Wash mane 950 8627 n Peneral POWer 5... 005k wean os ooh steee pens 950 8627 n acquiring by devise or bequest............. 950 8627 n in exchange for! stockroqia Jalan imal. tal. 975 8630 n property not necessary for corporate busi- TUG SS GAG w.~xe scm las ne pects Neen in weno ie eee ete 951 8627 n real property. ....)..0 vin. sew ek AO 951 8627 n purchase for unauthorized purpose..... 951 8627 n EHISCOLANCOUS A 4d 46. derapersiemeeegn 952 8627 n Privilege of doing business, not ............... 430 194n Personal, recording mortgages on...........-.. 8706, 8707 Public utility, of, defined in tax commission act. 5419 Sale of, power of legislature to regulate........ 400 Const. A. 18, § 2 Taxation, see also, Taxation.and Taw Commission corporate property is subject to........... 402 Const. A. 13, § 4 double; prohibited . ~ .«. Sdurord ontancd nave a2 .ds 5327 personal Property. . ok sce ae Noes 5325 taxable as of what date......0..c02% 5404-1 Forms sale of entire, proceedings for............. 215; sale of entire, preferred stock clause pro- POL at aire idbino S 0 8 epee eae 116 stock issued for, resolution of directors au- SMULIZU i oie caret aera tie tie tik een 189 PROTEST— Payment of fee by foreign corporation, under.. 184n, 194 Mléevated railroad, against .......00.0.0000000 oes. 8770, 9148, 9149 Director of railroad company, on record, effect. . 8788, 9223 PROXY— DP) GHC AG rate ree ee tet sree aidtonenei a audicteioicteeaaes 61 Sroccnolder may vote by ei. eee ale oes 995 8647 n PTCA UION’ OL ROI as sures the scl yon se ae Cw eats to coe 996 8647 n Drrmined DYVORICerA CEs Sie sce tte sere eee etek 996 8647 n DIECtOreCANENOUTAChI DY Miss wrote eo aes oe ln: 1012 8660 n JONES ONE icccge Bc, bic rte wae Chow (curs chien ee eeschae ae 266 MPOGDCALIODLOG HOSA E Rap ease Mien. 6 eye 7.0 ¢s.0\6, 00" 267 PUBLIC AVENUE COMPANIES, .. 62. .0s20. dyes 10163 to 10166 (See Avenue Companies; Turnpike and Plank Road Companies) PUBLIC DUTY— 7 Property necessary in performance of, right to Gispose Of oss. cece cece cece cee ee eee 952 8627 n PUBLIC MEETINGS (see also, Music Hall) — ; Buildings for, acquisition, etc., by associations. . 10193 to 10198 PUBLIC SERVICE COMMISSION— Superseded by public utilities commission....... 499-7 PUBLIC SERVICE CORPORATIONS— no as (See Public Utility; Public Utilities Commission ; Franchises; Streets and Highways; Municipal Corporations ; Street Railway Companies; Interurban Railroads) 10212 2210 12304 n 2510 INDEX. | PAGE SECTION : : PUBLIC UTILITIES COMMISSION ............... - 487 to 614-82 (See Public Utility; Railroads; Railroad Com- panies ) ‘ . Accidents railroads to give notice of ................ 573 investigation of, by commission............ 574, 575 Accounts, power to. establish system of......... - 499-14, 614-10 614-33 Actions by and against, in what name brought...... 487 to vacate Orders Of -:r.:s:-sc-a/oroteto' «SLE 543 to 551-6 to enforce orders .0f - 6.002 D IAW, 10. ee 583, 614-67 Acts public utilities commission................ 487 to 499-18 543 to 551-6 public service commission ...:....5...6.-. 614-1 to 614-82 railroad commission .................00.. 500 to 613 ConstructiONn fs: fcccecececsiecaciecdecun te 581 OONSHENTI CHAE cack tote A Sl ee 487 n punitive damages for violation of.......... 569, 614-68 companies and business subject to WAPI OBOS aca Hos py aire ath oc ho decay SOLES. 2 50t, 502, 614-2 public, utilitiése .Jarnset necimoasuieeke 614-2, 614-2a 614-3 owners of terminal facilities .......... 501 transportation of persons and property. _ 502, 614-2 motor transportation companies...... 614-86 corporations before commencing business _ 614-74 companies and business excepted from...... 502, 503 interstate commerce, engaged in ....... 502 private railroads .o..si.s. es sss etfs ; 503 definitions in TAMTORGI ss. 9 ae cle naked aieee eee ae 501, 614-2 unjust discrimination ..........+.ss¢s 564 commission and commissioner ........ 614-2 telegraph company ......0)...5000.04. 614-2 telephone company ...........0 00085 614-2 electric light. company ............... 614-2 PAS COMPANY. cintads Gti cite tae ain 614-2 natural gas: COMPANY osc. sine eple oe 614-2 pipe line company ...... errors. 6 614-2 waterworks company ............s06- 614-2 heating or cooling company........... 614-2 Messenger cCOMPUy Ten. ee see lee. 614-2 signalling company ..... Sepp perdi wher ep ohe 614-2 street railroad company .............. 614-2 suburban railroad company .......... 614-2 interurban railroad company ......... 614-2 PUD LS «MCs acta mr tikes teat a 614-2 a sections of, independent .............e+0e- 551-5, 584 ; 614-82 source of railroad commission act......... 487 n substantial compliance with, by commission, sufficient ey [Rs) FOP oe es Oa) D 581 Car Company, a “railroad? oi, Me inistnh. 2 es 614-2, 502 Charges, see Rates, charges, fares, etc., below Claims against railroads, for money certain may be filed with commission...... 579 proceedings wpon «x ws couul up tee ee eee 579 transcript of, other persons may obtain, how -INDEX. 2511 PUBLIC UTILITIES COMMISSION—Continued. PAGE SECTION Claims against railroads, for money—Continued. ‘ findings of commission certified to common Dleasjcolrer 2 k9728 .. deleetariiog pa 579 proceedings in common pleas court)? 00). 580 no jurisdiction over what ........./... 11! 579n Commissioners appointment, number, term ............... 487 qualifications and disqualifications .... |||” 487, 491 . 499-3, 499-4 entire time to be given :.::..:........... 491 Dire OLROING actin Chery BRE wo hea panto cn 489 PEMOV EL cores tasks chogeuss cpl: oe 488 UNESP i eR OEIC), dbithe wick. ee EL 493 Waeaticles ii eiasrisi icy Sse Motion I 487, 493 Dona fay Sead asiw bes ic kere etnies sey 5, Ek 492 POMCREOEUONG Fai Komi yariais? Axed risa? 493 power to issue subpoenas, etc.............. 530 free, transportation oy. ic..2.... pl Le 499-1, 608 Complainant direct damage to, not invariably required. . 526, 614-22 railroad or utility may be ................ 525, 614-21 Complaint hotice-of, ito: railroad® 33 272278 9 Le1oUat o 524 notice of, to public utility ................ 614-21 Tauleoadsuinay qnake -s.5 cy sister. of odesa et 525 public utility may make .......:..:...... 614-21 Separate hearings on ....:::.:...:.0..00., 526, 614-22 Conferences, with commissions of other states, ete. 500 Contracts, transportation, ete. may be inspected by commission ........... 561 copies to be furnished by railroads......... 603 Costs of hearings, investigations, ete........... 614-78 Counsel dor, 22. A288, 212URO 18aGl Ok vd bane 497, 577, 578 Dangerous tracks, bridges, crossings, ete. power of commission over ...,............ 585, 588 590 to 600 Decisions by freight rates: 4. ..:.....000303 RRS Phen ee 535 n discrimination in rates and service.:....... eee adequate service: +100" OF. 82, ERE QO8M iscriminati Moghede -. .P228 OO. DUR SHE'D: 564, 566, 567 Discrimination, prohibited 614-14, 614.15 Employes power to employ ..... Ktabtees bea bb bee eee i ase penalty for divulging information......... ri Tight to ride-free wichac isa cee sees eas type Peer disqualifications of ..... pee Sette eset e eee selma: Equipment company, a “railroad”............. , Evidence Cee certified copy of order of commission, as... acs aces finding of commission as to value, as...... cae ene to be taken by stenographer and transcribed O20, wed transcript of, as evidence ..:.. tee eea de oe. transcript of, copy to be furnished parties 534 OM FEQUESE Giese Sess ees cece mnneans xa amending, rescinding, et¢. 2:5). «3 ab eseeees 9512 INDEX. PUBLIC UTILITIES COMMISSION—Continued. PAGE SECTION Expenses of commissioners, employes, etc............ 499 of maintaining commission, assessment on public utilities and railroads for...... 606, 607 Experts, employment OF -. 1... ..4 :+edes sagnh ae 498 Express company a “railroad” ................ 501, 614-2 Facilities, adequate to be furnished bye TAUTOAds..\.. 2): «cuenta amath hace 4 519 Ge public: wtilitles” c. i. ans 2 cae ae een ce dee 614-13 Commission "may order tiie. TUG RE ates -sb re 519 n, 521, 614-23 614-27, 614-28 Fees OR, DEORE Mee ae cas vane ecitwlte acagiheta pienseae tae see 614-76 Free service by public utility prohibited, in certain cases ...........46.. 614-14 permitted | Wher 3. \h. 40 shoes ee alee Palate es 2 614-72 Free transportation for members and employes of commission... 499-1, 608 see also, Passes, below Freight classification of, to be uniform............ 514 weighing, duty of railroads as to.......:.. 521n Freight line company, a “railroad”............ 502, 614-2 Functions of, when judicial, etc........5.... Ba iaek 535 n Gifts, gratuities, etc., prohibited .............. 499-4 Hearings ‘ wheretheld tui. £2. pores nad cated cee. « 494 terbevopenito | public cr, . ccm. uals iss pe Sees 614-5 NOLICE VOL Ii Ragas He Pees PI ants 524, 614-21 separate, may be ordered .... 2.00. enegces 526, 614-22 testimony, to be taken by stenographer..... 529, 534 TEHEAHIN SS PIAS. oak ficeusla mes eed benteatatey’ 543, 614-43 application for, before judicial review. . 543 Information furnished by, to local officers and DOATOSITI I PERU R > sas Cnterernn seeted heed a. 614-77 Interurban railroad a “railroad,” when........ 9117 n, 5416n Investigation by ASTTOMTALES SLANESICCLC: “on cin steve ohtarene Bremen §27,. 528, 535 ODM COMPILAING YSU CR % wteuare ce lolc tata arustetalenens 524 of ite Own Motion. .. .ngivyaa hive -eetRt- HE Ie 528 record of proceedings on, to be kept....... 529 Name, in which to sue and be sued............ 487 Oiliee Necation Ol (ANB Vacs « ccbidnee sameeren 494 Orders or findings of : GEAveT G's PYVUARS Sere ee bee hee 527n in contested cases, written opinions re- Quired Toh, SE We ciclo cee Nes 614-46a fixing reasonable rates, etc., power to make. 527, 535, 614-23 certified copy of, to be delivered........... 535, 537, 614-71 certified copy, to be furnished on application 554, 614-76 certified copy, as evidence of facts contained aye enforcement (of | 4:is' 9a f ite “Prise wserales ve 571, 583, 614-67 take effect when: .4 ).¢. vs. :s8aneeheweean ite INDEX. to regulate in cases not specifically designated — 2513 PUBLIC UTILITIES COMMISS — i Orders or findings ii na oe avs se Bt action to reverse, vacate or modify........ 544 rit aside for rehearing necessary, be- jurisdiction of supreme court. are ee jurisdiction of st courts is bine ae eos practice and procedure ........... : ’ ve to be taken up out of order on docket... 551-6 PEMUBCEILD Ds coat.) Uns SEERA EE et Teens time within which brought ........... ye stay a execution of order..........:.. 548 order as to excess charges, ete...... a pending actions, ete. ...... a He ‘ hich. “S512, 313 asses to be issued only in certain cases.......... 516, 517 to members and employes of commission.... 499-1, 608 penalty for issuingioo2s .etuscans 36 anisiex ” 518 report'*to "commission .as to. ....cessecasecs 562 Penalties for *Midlation sof! act sildua to. crows ta anit 4 to be cumulativen:. Jin. jziaseiven tune. Be bs a ne actions for, where brought................ 578, 614-66 actions for, how and by whom brought..... 610 to 612, 614-66 falsé statements to commission ........... 614-57 failure to comply with orders of commission 614-64 furnishing or accepting free or reduced rate transportation.) . 250.4. adweroona. roth 518 refusal to produce books, papers, fill out blanks}: etesiaseiao thins sendloseniigenny 560, 570 unjust: discrimination °............00.006 eoN NN 564, 565 peeepting jrebgtetoscetin ta oola.to. ailey, 568 wrongful valuation by a commissioner...... 614-79 accounting officer, failing to keep accounts ASM PLOSCLIDEUI, «-0'.)s fis ac erase tis asetvinsre ater 499-14 treble damages to injured person........... 569, 614-68 refusal to give information, fill out blanks, BCR ee. SOC US Nes kee eoiet was 570, 609 failure to repair dangerous track, etc., when PROTUST OE 6h i dv AN coslew CAE 587 refusal to comply with order regarding dan- gerous crossings, etc. ........ -sasuies. bee oh 600 failure to make annual report, ete.......... 607 Powers claims against railroads, jurisdiction as to 579, 580 to order adequate depot facilities.......... 519n, 8927 to enforce regulations for furnishing, switch- ing, loading cars, etC. ....+-..e+eseeee 521 to control private tracks ...++.+++e+seeee 523 to change rates, ete, 2.0.1... eee eee eens 527, 535, 614-23 to fix reasonable rates .......2+++seeeeeees 535, 614-23 504-1 to inquire into business management of rail- TORAS i Lfisbidd. AI. Hd ws bee eeaee 555 to inspect books of railroads and utilities... 558, 614-7 to examine officers, agents, et¢.......-+.+-- 558, 614-6 to require railroad or utility to produce books 559, 614-6 to require copies of transportation contracts ae to investigate violations of the interstate ier COMMETCE IAW «cv cvcsccerccesesesenes 572 2514 INDEX. PUBLIC UTILITIES COMMISSION—Continued. PAGE SECTION Powers—Continued. to order repair of dangerous tracks, bridges, CLC. os | TRA AA GER. BALMS E Ck MG 585 to require gates, flagmen, etc., at crossings. . 588, 590 to require safety devices at grade crossings. 594 to 597 to approve plan of private freight ways.... 8862 to order interlocking system, etc........... 592 to 598 to investigate violations of law, and con- TLOVEYBIOR (> ye apn ctw ee ob koe cee oak 601 to investigate financial interest of officers, etc., in “companies \. .720Q AD. Woe aee 603 as to height of bridges over tracks........ 8904 to supervise, examine and regulate public Utes and TALOACS, ae ciearcuaioete 614-8, 614-3 extent Of. :.....). wubih Misia Shs ziie 614-4 to make rules of procedure, valuations, etc.. to prescribe systems of accounts, records, etc. to require copies of contracts.............. to make valuation of property of public utility to order use of street equipment of public 499-6, 499-8, 614-5 499-14, 614-10 614-33 614-9 499-8 to 499-18 utility by; others ...-...-souiiad. 9tahe 614-29 to 614-31 to prescribe standard units ............... 614-34 to prescribe standards of measurement..... 614-36 totest meterspietemuas, Io.ctbte. itive, elie 614-37 to order track connections, ete............. 614-42 over depreciation accounts .............6- 614-49 to authorize issue of stock, bonds and notes. to authorize purchase, lease, joint operation, 614-53 to 614-55 CUE, OT WUTIGS |. Oe cde ec weme die nee 614-60 to arbitrate value of stock of dissenting stockholder, on consolidation......... 9034 to regulate motor transportation companies 614-86, 614-87 614-89 to authorize abandonment of line, track, depot, ebolichd tua 8. .neitantaiets ot 504-3 TOTSUSPENM MEW. TRUS a. wesrn dese ecree wala ecu 528 to authorize guaranty or indorsement of TODAS, CH SHALO, o, Secckide tape coped ere " — 614-57a as to equipment of cars, ete. ; headlights. on engines ............--5- 8945-2 violation of automatie coupler, etc., act. 8954 WOW) FOFAISGS tacit ewe euatecer slide gicmuareietaiet= 8956 supervisory, over inspector of automatic couplers, ete. . ACI OED LR Sie 8961 locomotive boilers, rules for inspecting 8965-5 INSPECbOr. Of vo ase jen ge wwe peclanls ohthd 8965-6 as to equipment. of passenger cars movable bridge between ........:-+4+- 8931 heating apparatus -o. dee vewrcse delle vals 8933 Lightinio finid Sree act teint come 8935 fire extinguishers ?.ikGii. Sess 8939, 8940 as to height of trolley wires over railroad tracks. J... PWT. DRS, GOROTIT RS. bey BH 8975 as to construction of overhead wires over tracks . xpi. qauhang oF Che pert 8976 eS eS ee INDEX. 2515 PUBLIC UTILITIES COMMISSION—Continued. PAGE SECTION Powers—Continued. telephone companies to authorize consolidation ............ 614-61 to order connections and joint use of BU AENO RI GING © 0, rece ies cue petits sheer aie ele ee 614-63 : as to appliances for blocking. frogs, ete..... 9009 as to improvements, ete., of railroad owned jointly by other companies............ 9048, 9049 none to regulate charges connected with in- terstate commercei.J. 2.00.0... 00% 502 to enforce contracts for station facilities 504 n to promulgate arbitrary rule for future distribution. of cars; 2.0% roo. 521n Publie service commission superseded by public utilities commission... 499-7 Gra@ers -of, unafiected ... .. amily. SIQ3809..4 551-4 BVA War Olehewade a sc<. ose eile eo eiae a siphon §51-2, 551-3 Railroad commission, superseded by........-+-- 499-7 Rates, charges, fares, etc. schedules of, to be filed with commission and BOSLCD, Aiea sitis vs tee lesin so ele aos ke 506, 614-16 schedules of, not to be changed except on MOLIGE: Vieedasa Sie eae ses «os PEE 2 508, 614-20 schedules of, changes in, to be filed, ete.... — 508, 509, 614-20 schedules of, not to be deviated from....... 510, 614-18 joint, to be filed and posted.........++.++. 507, 614-16 joint, less than local, when valid.......... 512 joint, may be established by commission, when 540, 614-23 joint, apportionment of, by commission.... 539, 614-40 joint, telephone companies, by ....-..-+++ 614-63 commodity and other special contract, when , CANA ooh es phe ere bee) 2 DRMUOBRN AS 513 reduced, when valid ....---++e+eeeeeeeees 515 excursion, commutation, etc., when valid ..). 515 excursion, railroads not required to give... 515n to be reasonable and just ....+..--+--+-5- 504, 614-12 unreasonable, prohibited ....---+++++s+:: 504, 614-12 unreasonable, may be changed by commission 527, 535, 614-23 discrimination or preference in, prohibited. . 564, 566, 567 614-14, 614-15, 614-18 new schedules, suspension by commission. 528 changes in NObICe DGLOlOes pret ece eres close care’ 614-20 HEATING .vicessesecdeeses ese wee takios 614-20 - burden of proof on utility.......---- 614-20 discrimination, decisions of commission as tO). ch a touine sc cuca ain cepa pies 535 n making of, factors Tih BRIA er Oe POIOS 535 n competition an element ...---.- pees 504 n classifications, sliding scales, ete., public util- ity may make .......--- senpeeene tes 614-17 existing contracts of public utilities not af- ree Beat OA Oe cs cick meat bes fees oe ea -1 fixed by municipality, appeal to commission 614-44 to 614-46 2516 PUBLIC UTILITIES COMMISSION—Continued. INDEX. Rates, charges, fares, ete.—Continued. power of commission, over of railroad of utilities ewer sceecevreerceseecereseveves ee 0s) BL els 70 (ele lee €\ 6) 816, Sie eG te. ble fe of street railway of motor transportation company..... where charges fixed by municipality. . valuation of property to determine.... fixed by commission 68/0 @ 0 610. |6%0,0 « sie 6 ss we lsla not to exceed statutory rates ......... prima facie reasonable and lawful for certainimeriod oii. wae iden was utility to conform to. ....s..0.0. 00.5. judicial ‘review’ of .....1..2.0..molesiene application for rehearing essential. excess charges pending............ Rebates prohibited : railroads: ..siice.at wdcigeyth hahaaraut.aoe publierutilitiess:...: jecseris de. cuttigitel Bom Receiver appointed by federal court, power over. Records of investigations to be kept when open to public as evidence are public records Reparation - . Reports to, by public utilities annual... as to units, etc. Reports to, by railroads of free transportation of business management annual, as to affairs amendment of blanks for dh ehe! 0 0/0) er ee C6: 0 er re er od ele retete eee ste welt oq 0 Ge Of bee 6 6 ee 6 © OOP Fade! ay at eireire fovele.ehahe. ets ollue tie OF 1 CE Te le 6 @ 6 6 We Sere) 0.0 fel eer erate of cl ers, che ee a ee See ee at Se Mete. ee Se g's w Soe bial wheter a wl ta 2 ener ee ene Wren eps 6) ee erels elem oO CRUE SS ST SS) Sere Bele Sife Rie b 5) Ae SS) eS a ee ee late oie ey eae e.0 Meera 66 Oe ee a Ske aha PAGE penalty for refusal to fill out and return perjury in list of directors and officers of railroad and telegraph companies to be furnished.... changes in directors and officers, notice of... od fe) Sa" 6 Cele oS 6 S'S CNS oe ee! RU ae eo Bia ve of accidents: «(Arad Mh ioienagaaria as evidence in personal injury actions...... Hyiles ofvsureiaakan OH Us uewenelex ain eRe technical objectionsto sAse2 He tina dee 614-20 ‘*readinessito serve’?tl. isd. dawetul angi 614-17 n Defined in public utilities commission act.......... 614-2a in TAX COM MIBBION Heeb. os acetic 5415 Depreciation account, to be carried ............ 614-49 Depregiation.fundeiaxicn FM arcs tieaiee 614-50 Discriminations, ete., prohibited .............. 614-15 Excise tax does not exempt from property tax......... 5490 penalty for non-payment ................. 5491 actions to recover penalty, and............ 5492 invalidity of, as to one class, effect on other classess. DuDUG a. 0.%. Someta. Lanta 5493 municipal corporation not subject to....... 5494 constitistionaliey, OF 2A ised ciccd eesereteen 5450 n, 5485 n corporation not actively operating public ACD ys OTA. ALI REE cot NN he, eae 5518 n motor transportation companies.......... 614-94 to 614-96 614-98 sleeping car, freight line and equipment PORURNIOSE RY CI Sia calele oapeie sine Omrehonecaets 5462 to 5469 other utility companies statement to tax commission.......... 5470, 5471, 5474 by railroad company ............. 5472 by street, suburban or interurban reilrowd: (9 211). Pps-ddbad kaee th 5473 gross receipts determined ........ 5475, 5476 gross earnings of railroads, street railroadss ete yyipes Beanaet 5477, 5478 gross receipts or earnings......... 1 Rearing: aa So 4h a hcenomunae 5479 CaTreqWanes ni /45R" SN wh dtoaes 5480 certified to state auditor.......... 5481, 5482 amount of tax generally... gaya Gb 5483 street, suburban, ete., railroads 5484 express and telegraph companies 5485 railroad companies .......... 5486 pipe line companies.......... 5487 collectionsdhay: ad Aaaaec toyriaohess 5488, 5489 Extensions, additions, accounts ............... 614-33 municipality may require when............ 614-51 appeal ito commission’... o: hasectes ann caine: 614-51 Forfeiture of corporate franchise for failure to file report or pay tax cancellation of articles of incorporation by Secretary Of tate i: idisiaiai or iareieye 14 lepwieree 5509 INDEX. PUBLIC UTILITY—Continued. Forfeiture of corporate franchise, ete.—Continued. penalty on individuals for transacting busi- ness after reinstatement . . Se ‘ 10018 renewal of expired corporation............ 10019 PURCHASE— By corporation, of stock in itself.............. 955 +. .,, 8627 n Of stock from corporation, by directors and offi- COTS Kay ot epevleneofe wiater siete ei thot or sie, Tse are 1025 ; 8660 n TO" DDC CUNEO! on 2cwtiies's Gee Ry eis 977 8630 n Of stock, by pledgee at his own sale........... 1111 8682 n PURCHASER— Of stock from corporation, below par, liabil- SRS vier acer gabon yearal ge nr bp 974, 1090 8630n, 8674n Of, stack izom pledgee® 0°. OOD). PU SCr Mr 1110 8682 n Of stock, liability of officers to fraud in em eCity Sale. ot tte spot hat a 1036 8660 n president signing “full paid” certificate. .. .1037 8660 n untrue statement in prospectus ........... 6373-18 Of certificate of stock pong ude, rights OF va. apts tae shee 8673-5 . defined in uniform Ean shen BOC cis sissy 5% Meee 8673-22 . must take notice of what.............0.2.. 1073 8673-5 n ; stolen’ certificate 2.00 52/694) 06 aaron ed 1074 8673-5 n | OF bill-of lading, denneayes ak nanan’ Rin ate 8993-52 PURCHASING ASSOCIATIONS, co-operative ....... 10185, 10186 PURPOSE— Articles of incorporation, how stated, in...46, 921 8625 n Amendment of articles of incorporation : may be enlarged or modified by............ 8719 not to be substantially changed........... 8719 As a privilege or a charter obligation.......... 916 8623 n Corporation may be formed for any lawful..... 8623 exceptions haa liat istatmiatai» dis + ae 916, 917 8623 n xeise tax, for, how determined......2-.\. 2.15... . 921 8625 n INegal, prohibited j4itizirqosldes elt pdnon« apeter 8623 Iilegal, illustrations ..: i Jenakencne « +. Re cititaee +t 919 8623 n Illegal, secret, does not vitiate articles......... 922 8625 n Plural, prohibited. shsnuclet.ceesiud ty. ¥ hac 8623 CXCEPTION op crise sop es thas | AIO 917 8623 n manufacturing companies .............+.. 10136, 10137 Professional business, prohibited.............. 8623 what: constitutes: . «ans csss HOPTDN ER « 917 8623 n foreign corporation can not carry on....... 178n unfair competition in, corporation can not : complain, of. vou ns sean Sheen how S163} 8623 n Sanitoriums, corporations organized to conduct. . 8624 INDEX. PURPOSE—Continued. PAGE Single corporation» confined. to-..i. cece eccueeeeede 917 ineidental:purposes'+. 50/5... 200m, Ota: 917 WUSHIAUONEEN. USITE Rw cdeveldeovechee. 918 exception as to manufacturing companies... Trust, administration of, corporation formed BRIO she oss RUIN Y ties Ca Se ok 920 Property of corporation to be applied solely to Tegatimiateniono. 36 FLW pa oe oe SOURED Forms statements of, in articles of incorporation corporation for profit................ 122 corporation net for profit............ 236 QUALIFICATIONS— Bee MOP DOT OMe cn hein is ca tein Saas ace, deka 922 RIT a a0 bons Pek) na Camcehatnacrearon® caste. « PB SEO acc. ches = Paisiose’ ee upcind~ soe hin na toc members of corporation not for profit, may be prescribed in regulations........... QUARRIES (see Mining Companies)— Company operating, power to build railroad.... QuoRUM— Pe RO IUOLO ETS occ, os sla fase Putas ala suue © oo ort + 64, 995 regulations may prescribe... oo. ...sajeic. 0 oe 2 TUL STG hE aa aaa seas dipearate. eaten isin tate majority of, may bind corporation......... 1012 less than, ratification of acts.........- sc... 1013 Of public utilities commission ................ BD ta COMI AS TON oo) rail 68 wm odin! « let eee Bio ke AE WARRAN LO | 5 sired iemencreeenes heres Actions, precedence of, over other civil business. Association, against : of persons, assuming to act as corporation. . COSTS er ite. earns areal scaring re DEI POM eee Banks, against anjunetion, pending 202507. 320 VF 9% cess directors may be required to give security.. Barred, by lapse of time, when............+.++: ORMEEEO EGIL Oasis ieee ree cde de eenseete teas Corporation proceeding against, for certain offenses..... failure to make reports or pay taxes... franchise usurpation or illegal exercise of....... MONMBET «2. ee cee dee we coer eer en MH, Misuser, abuse, etc. .........ee8-se eee surrender, acts amounting to.......... illegal, claim or exercise of........ a effect of amendment of statute pendin Proceeding fo. wks eee eee eeene persons assuming to act as.a..-..---++-.++-+- MAOIAEIN AW ois ec ee eee eee sinew aes 2521 SECTION 8623 n, 8623 n 8623 n 8623 n 10137 10085 8684 8625 n 8661 8661, 8664 8704 10141 8704 8664 8660 n 8660 n 493 1465-6 12303 to 12344 12337 to 12334, 12344 12303 12335 12339 12338 12340 12336 12304 5513 12303 12304 12304 12304 12304 12303 n 12303 12304 2522 INDEX. QUO WARRANTO—Continued. PAGE SECTION Costs seenrity fgw ls GPO i pees hee 12306 adjudged to relator, when ...........6.0405 12317 judgmentripr:, b.. Jk ADDI ey erie. 12335 Courts, - jurisdiction’ ofiueaincaid. wartidkelvtenacos 12311 Cumulative remedy, when is ..:.............,. 12342 Defenses resignation of directors ..............0 05, 2206 12303 n statute of limitations .................0.5 12340 engagement in interstate commerce........ 2211 12304 n license to insurance company.............. 2211 12304 n same acts punishable criminally .......... 2212 12304 n res, adjudiedta, <5. i... .dhosas tobe 3 ge 20018212 12304 n Directors remedy to test title to office............... 2205 12303 n injunction against illegal ................ 998 8647 n collateral attack’ on vl eves lee eee B!. 999 8647 n where term of office has expired........... 2206 12303 n POR PAN R IN Pe AE Ts BAN os on 05 © nen 12303 n, 12309 resignation no defense ................... 2206 12303 n exclusion of “722200757 Pee AS? Oh Des 2209 12304 n extéeding powers”) fist, VON, Pals. ee 2211 12304 n costs, judgment against, for .............. 12335 liability for damages !j.is:. fisis) ase vues vse en 12341 illegally elected £17) 6 pubs Stl SO ay AR Ape eM RCIEDS Pat J 12303 petition TA BEANE PEM PUR ey 12309 DAT UTES AER eh, SECRET Ss seafele are ete 12310 Fad SMENt ACER pro9 Da eo ee 12318 how enkorcad 4.9.04 7 7c an ws ae a 12322 induetion’ into’ office’ <4 410? .eeeG “waa 12318 new "elechion’ ff Per; 208 10. CORRES 12319 rights of persons entitled to office...... 12320, 12322 action for “damages *na7 cet eevoee lo 12321 Dissolution ARP MMIEMADIC LA TLS. cea oy oy 12323 trustees on .. eavmiainé Livin. tailde .xo%c ute 12325 to 12333 appointment and bond ............... 12325 remanding to common pleas .......... 12326 court orders, effect on .............4. 12327 notice ‘of appointment". 0. 2.5... d aes 12328 contempt, not to deliver possession to.. 12334, 12336 claims, :filingtafssa: ovig idk Bsuiweas vat: 12328 rejected. yOu. J9f. anole ima 12329 DPOWRDSD EN isl vane inid sae Salaried a caret cages 12330, 12331 NONOELS, GW etree dn kk eae 12332 to what trustees certain laws applicable 12333 Fines, disposition| of rox 43 :xaw'vh dienes mobent 12343 Foreign corporation against: bi0ib.0... << feresingaze chowalliadeen 12304 n, 6394 witboutcwertifidats vs 1. alone. coleman 426 Franchise usurpation or unlawful exercise of......... 12303 effect of amendment of statute............ 2206 12303 n non-user for five tyearsyi.sa. dal dncsiiantes 12304, 12323 INDEX. 2523 QUO WARRANTO—Continued. PAGE SECTION Franchise—Continued. abuse, imasuser, eter os ce eek s deca hocceed ns 12304 exclusion of directors .....0...05..04.. 2209 12304 n byveairoad COMpany. odes cos ico oeeck 2209 12304 n conducting unlawful business ......... 2210 12304 n violation of anti-trust act ............ 6400 by, college: «0.052780 20), mpclasilyye. 2210 12304 n illegal, exercise or claim of -...506.0.6.60.. 12304 discrimination in rates .............. 2210 12304 n eminent ‘domain 425522 ¢00000. 356 elie 221.0) 12304 n railway relief association ..........., 2210 12304 n franchise of public service corporation inestrecte-219. bis, ego Of Minty < to 2210 12304 n power of railroad company to hold cana) - bards 120 noes 19 1p 2211 12304 n directors exceeding powers ........... 2211 12304 n persons claiming, to be made parties....... 12310 judgment of ouster from corporate......... ; 12323 judgment of ouster from powers illegally OXCFCISED +s orc cneearadetes cader eg POET 12324 Pntention, effect’ of oo ee cee edocs Rib 2211 12304 n Judgment what can not be determined in............ 2208 12304 n usurpation, etc., of office or franchise...... 12317, 12309 director illegally elected .......0...0.00.. 12318, 12309 new election <3 6c0ccccee ds eee. SUE! 12319 where corporation has forfeited its rights... 12323 of ouster from corporate franchise......... 12323 of ouster from powers, etc., wrongfully ex- Creised, Sang te cee ec OP, DULG (01, 12324 discretion OL court: a8 tOevia is ds oc nv aie 12324n Ma TORU tat. ais Saeco, coe SoS whe ald Grech ates Oe 12323 n COSTS eTOT 1 7. sc2t nates COURSES TOO FSi AS . ald 12335; 12317 trustees, on judgment of ouster........... 12325 remanding to common pleas........... 12326 CFIOr TO... FIO Ds 5 DSM, A, TL. rcitteniag 12327 on whom’. bindings’ . tide... sottnhiloane 12327 Ouster PPOMUPOUcesOreITaNChise- os .cjews o> shes ed - 12317 CLO CLOTS a, ated is 72 ncisey tachostore Sere moLepaae 12318, 12309 from corporate franchise ......... fe cidade dies 12323 from powers, ete., wrongfully exercised..... 12324 Ng Ok a Ue SOE LOBES POO ELE! Sear 2212, 2207 12304 n, 12303 n claimants of office or franchise............ 12310 Persons, against 5 acting as a corporation, without being legally incorporated .. ...6% PIRES Ia 12303 usurping corporate office .......... 8 ted s' 12303 PORUOION tes gercher arava er Liehate «Bll. heneiee 12309 DATEIOB a aes acca saree ceed «shies Ue 12310 WACOM ENT a ba erwnet-rorare teat orsbebeilsn a. 12309, 12317 12318, 12309 judgment for and against directors.... new election ......... Pda gih nit’ pals i judged entitled to CLES cerns 12320, 12322 Beige tite Pyrat gw Aire stare : action for damages ......-..-+.+.e00: 12321 PAE Senora Brie d= PictehinareXacane*etatere'oierene » WOM e et 2207 12303 n 12319 2524 INDEX. QUO WARRANTO—Continued. PAGE Pleading—Continued. TAOHONS tcp" 4x), mbes eae oe ee 2207 in proceeding against corporation.......... 2212 petition in proceeding for usurpation of office... leave:toifilew?we, 35's > dag eden bee dee notice of application for leave......... after, petition ¢ivectots.cas. c« Rocttale Mee on demurrer, ;answer, reply :..: gaudne> ni. mmbten extension; of ¢time) for ot... ssareryecnur, « od eerste Procedure and trial jury. trial, wrighti.do; aw. sohtedan «adic Aaa 2208 burden of proof; right to open and close. .. .2208 Relator attorney general or prosecuting attorney... other: pens; ins’ .aiincd? aqayenes suatheaneas leave of court necessary ...........00% person. entitled to public office............. Summons IssUerandyservicetecnic coy oe lke: ate service byrpublication, ...\< oc 6:o6.c5cieee «no My Time, within which brought .................. Menue-of proeeeding p25 5% . das horintiata haath « Who may commence proceeding attorney »pereral co. 655 ..s. c gabon eh aherGaeao suxsteu Sees ie reorganized cOMPpAaDY 41. vs Wane ee SECTION 12303 n 12304 n 12309 12312 12312 12315 12315 12316 12303 n 12303 n 12305 12306 12306 12307 12313 12314 12340 12311 12305, 12306 12305, 12306 12308 12306 12307 499-7 8744 to 9099 10239 10240 to 10242 11761 11273 611 11288 8745, 8625 8625 n 8758 n 8805 8943 9075 9029, 9030 9079 et seq. INDEX. 2525 RAILROAD COMPANIES—Continued. PAGE SECTION WWMetEE PEQUITED oa. SNE Si ota eb a ae _ 614-53 to 614-55 short time notes excepted............. 614-55 when granted, certain information not required under “blue sky” law..... 6373-14 purposes for which authorized............. 8793, 8794, 8801 rate OF interest 22.0 ne tow ae tac. tapi Quay 8793, 8794 consolidated company. ......... 0.00004. 8802, 8803 estoppel to deny validity.............. 916, 920 8793n, 8794n trustee holding bonds is agent of com- pany “only ean to. gba, Te... 916 8793 n ConvertibleInto stock. «0.15 nis rerie ces wrann s « 916 8793 n stock convertible into ................0.0. 8817 right of creditors, to unissued............. 916 8793 n amount borrowed not to exceed capital stock 8794 estoppel of stockholders .............. 8794n exception as to long time bonds........ 614-53 exception of consolidated company..... 8802 issued instead of proferred stock, when. may ORO = 5 SRN pe eee pate ere ae wae 8801 issued by consolidated company............ 8802 to 8804 issue of, to pay for road purchased at judi- cial salejnueivog . 70 dot aniiles Js, 9078 Hegotiability . .........+++ meen feels AD. HED IG 840 8705 n sale of proceeds’ as. a. trust. fund...........-.::0. 915 8793 n RG ROGUICOUNG ao5 occ cereteratsaralorgrarctenetsnme dite 8797 effect on usury laws ............. 8797 n by foreign corporation ........... 8797 n to “aadirector, -VOid. 2 vnat2.o< FRO DRN 8798 BOOT POE Sabet esae agdiria gna ies ios ie wits 8797 n BAY TOTCTON BEALS. «2.0 esearatersse-escteretarererere yes 8797 n by consolidated company ...........4. 8804 SMG ARCO! 5 5 alc wis abs o'4%s Nici SNR ole SM 6373-1 to 6373-24 security for TTL 2308 920 me aie ar Jaa a oe tae 8793, 8796 n pledge of property or income.......... 8794, 8802 may include both realty and per- (0) 7 0h ee ee 8795 where mortgage recorded ..........04. 8796 second mortgage, by narrow gauge.... 8799, 8800 fiduciaries holding, may join in reorganiza- tion AGSTEEMeEHUD.:79 | PERT. POVTOIRS, 9099 Books and papers of may Be mapecion DY COMMISSION bis bg ss oes 558, 561 production of, under subpoena or order..... 559, 614-6 penalty for failure to produce......... 560 accounts, power of commission to establish SYSCOM OF 22 ros coccsecererere orate te toreteretete tess sete 499-14 Business management of, power of commission a to investigate? .. i. eee ee ee eee es Wapital stock increase purposes for which authorized......... cae effect of irregularities ......-- oor § freee proceedings for .....----++eeeeeeeees 2526 INDEX. RAILROAD COMPANIES—Continued. PAGE SECTION Capital stock—increase—Continued. certificate of, to secretary of state...... 8818 preferred may be isgued’.on .hasdoexe .eatou. os 8817 preferences, etc., authorized ...... 8817 Character of, public or private corporations. .... 865 8745 n Charter, transfer to purchaser at judicial sale... 9075 rights "or stockholders. os, 23cnesys,thbone Gem 9075 CommObidation, of S87 NEU. 5.1035, eee pened ket 9025 to 9053 Contracts, see also, Bill of Lading ; Tickets illegal guaranty of bonds of mining com- PIBY, -sw oss wee piveiee dé omg iste. od 1261 8808 n right of state to interfere........... 1261 8808 n between companies, not to carry between COMMON! -pOiNts:% -lwwss. es stows Lows 8983 | injunction against and liability.... 8986 | copies to he furnished to commission when. 561, 603 with non-competing railroad companies authorized: ined wy. aoksn bovisbonn dot 8808 PRAGA) OMEN a os cas renee 1258 _ 8808 n CAMO LY wp caeadee eaRg ae hedebHos 1260 8808 n tonnage Vivink Uerhetelouws. haow-rah an 1260 8808 n for purchase of rolling stock or equipment, to' beymecordedtar filed: iss tecee 6604 9060 to 9063 Control of other companies by voting: toust, ....,:1..ii.0.schhu¥ deusd ce can 1258 8807 n illegal} proeft qh Wee POT ee. 5. cc. elie 1256 8807 n Conveyances by, how executed ........5c0.-005- 8761 Creditors, see Mortgages; Reorganization Debt, bonded, limitations .... 2... Jae. ces eonce. 8793, 8794 : 8801, 8804 EXCEPLLONG 2s osiicanaspaetact nea hae oe 614-53, 8802 Deaned COMPANIES... <; vito voles EESTI. dyad eb 501, 614-2, 5416 Directors electionnof .iinadidetion: . Punts: Bae 8785, 8787 who may vote registered stockholders ........2.20... 8786 bondholders, when 2.00. 0.60. ecu eee. 8787 Geviney. facto). at. the ieee, ha: bree ieee 8785, 8786 number cof s 5 Ais. twee. SODIOOON as 8784 thasification \.u .aihade etedaoid bene 8785, 8786 liability to stockholders for negligence, ete.. 8788 effect of recorded protest by. director bgainshi abet. cake er OeL i e tee 8788 qualifications stockholders, ete., of express, ete., com- pany; ineligiblesidwyy. od. asulind ove 8789 acts of ineligible directors void........ 8790 Pertalty. 2ivUuTe. Be eee hop waa eee ae 8790 of consolidated company ............. 9043 purchase of stock, bonds, etc., by, for less than: par, woidys lc sn eats. eeeaee 8798 and officers list of, to be furnished to commission. . 602 changes in, notice to commission...... 602 financial interest of, in other companies, may be investigated by commission 603 INDEX. 2527 RAILROAD COMPANIES—Continued. PAGE SECTION Dissolution, where road not commenced or aban- BODE suse Ie ws cee AN Ben ee RS 8819 Dividends s.r ¥eres sc PGS Marae 8817 stock, authority from commission required. . 614-58 Examination of, by commission ')./2. (0050 yu 558 HxeoutiOn against 222662005. .¢0 cd, eB 1243 8793 n CREM MONe AEC), Sc Gos eee ee Mann 8792 Express company, in default for taxes, property not to be transported for............. 5677 Foreign owning road partly in Ohio, powers’ of 221) 9090 leasing road in Ohio, liabilities and duties. . 8813 Franchise to be a corporation transfer to purchaser at judicial sale...... 9075 rights of stockholders .................... 9075 Inclined plane, see Inclined Plane Railway Com- panies Income; pledge of: +: 23 3". boteve, igoig. s4itie 8794 Interurban, see Interurban Railroads Land + power to acquire by appropriation «so <<:3: , Yeuusies fx 8760 by git or *puréhase 2°). 107 Touran: | rr 8761 conveyance of, how executed.............. 8761, 9055 Lease, see below, Powers Liability treble damages, violation of commission act. 569 double damages for overcharges, ete........ 8989 9002 to 9004 to abutting owners tracks an stréet\: oooc 2 2 eR OIetg pre 8765 change of line or grade.....)....6.... 8750 where track used jointly by several companies of companies inter ‘se <7. SO or, One 1260 8808 n to employes of other company....... , .1260 8808 n WO OCHET ereptia: <2. Noe er ee te ee 1260 8808 n failure to maintain signboards at highway ROBART Bt ers ite etm os to he gine nce 8852 failure to observe rules of precedence at BaUeOag CPORGINE “Sos tee Cee ne cee ee ote 8832 failure to publish rules as to railroad cross- SLE RPM ep SN a tel Bion P< Sty pte 8830 failure to give signals by bell and whistle ERO Re See ites dunks weiews Ge ORNS shane 8856 to employes assumption of risk or contributory neg- Bi ir ligence, ete., no defense when...... shins ae defective machinery or equipment..... 9015 defective locomotive, car tracks, ete.... ante comparative negligence .....-.+.5...4: negligence at crossings .....0.. 0.00 ee. 8853 n, eee injuries to animals, én" track. 0). 02.0. unin ; 8868, 8869 cost of abolishing grade crossing.......... 8883, 8889 cost of fence constructed or repaired by 8916, 8917 adjoining’ Owner: si veered eee N.S NM 8955, 8963 defective automatie coupler, etc.......+---- \ 2528 INDEX. RAILROAD COMPANIES—Continued. PAGE SECTION Liability—Continued. fires. yg fe oie ert ie ete ee eS eee 8970, 8968 discrimination between shippers .......... 8991 obstructing high watias «clasbiniae sate Ae 7473, 7475 failure to restore highway after diversion. 1231 8773 n injury by theod waters... o 1k At Saar so So, 8908 n Mortgages assent of stockholders required ........... 8793 may include both real and personal property 8795 TOCOTCE(L WHOS os tee ks tk ie tai Mig mens ee 8796 on after acquired property................ 1239 8793 n on franchise to be a corporation....1453, 1241 9075, 8793 n on franchise to operate railroad........... 1241 8793 n on. rolling’ stock \* . tas ‘teaaifati: hy: ae ated 1241 8793 n on scrap, cast off articles, etc..........% 005 1241 8793 n On INnCOnie’ At eMiah “Reet ReRMSet ie 8794 CONSITECHION Of/ a 4. | beta oes tegen 1241 8793 n executions against property covered by.....1243 8793 n effect of change of lmMe} OHERdtoe tt: ceratnarrt ee 8749 second, of narrow gauge railroad.......... 8799, 8800 by consolidated CODIPANYV Ree sree ee ones 8802, 8803 by! reorranized company.*<%. 22253. woldeiuns 9083, 9085 lien, when inferior to liens of certain judgments . . oo. iatienney sbrnete ot 9085 by company owning road partly in Ohio.. 9090 foreclosure DY CPUs eG en er bau at ak he aa ed ee 1243 8793 n one bondholder for all............ 1244 8793 n ths federal: court’... .%.oa5t stn eck ht eee 1244 8793 n effect on power of state courts.....1244 8793 n practice and procedure’ 0). 4 aieten's 1244 8793 n subrogation of purchaser ............. 1245 8793 n purchasers; under,, rights. 0% stage sy 9075 to 9078 reorganization, pending .............. 9079 et seq. adjustment of debt, by capitaliza- tion or otherwise .. 0. -ceyuiw ars 9092 to 9099 sale must be of entire road, when...... 1244 8793 n may be without appraisement, when 9091 . priorities over other liens ................ 8793 n, 8796 n 9079 n, 9085, 9086 Narrow gauge, power to borrow money......... 8799, 8800 Notes of, see Bonds and notes above Office of, location, change, ete. .............06. 8744 of consolidated COMPawy Nos a kaw etry 9043 Officers wace, president. . 0: a duy -euatah tees aah oe 8782 GREASULCD Sela sidan tis tte ae ke es 8783 president, deeds to be Rianell be casei pedieis s 8761 ineligible, who ars, ::sjiniket: tan: se eideeeee- 8789 dete of, (yor. is. i ron tae ae 8790 list to be furnished commission............ 602 penalty, violation of commission act....... 570 financial interest in other companies, power of commission to investigate .......... 603 Other companies duty to switch’ cars of. /.s,.. i... women 8998, 9002 rates for y. 45 'uy odds o HMaTind: Riders 9000, 9001 0. a ose aw PUM OPO Deke 6.6 Rhee Mire ere 9002, 9003 RAILROAD COMPANIES—Continued. Other companies—Continued, INDEX. PAGE discrimination against certain, prohibited... named by shipper, freight not to be diverted Powers general, to construct and operate to to from .., Sie 8h PTO Tb Na a even 6s Litto Sy 0? 0.8 im) to Mae hse eke. «) & of ORONO emilee. of aig els, viva te panies , © GeURE SO Mi cS Laie Tet BASES fe White) a’ a: e\2\-y, cone cross streets and highways, ete BEHISDDIged atc oaeg cheba kT 1191 make construction contracts........._.. a engage in telegraph business............ 1192 purchase land for materials............ 1192 Pee) ARTO NARs ie we ainsi ie: & ale oe) bles slo e Rie PP PAO t0k.0) Bale, 2.0. doe obs 6 Che 6 6 kits ahd COS WCE I Sag Cn, DT Lat WAN eer ae construct branch road appropriate property, see Appropriation acquire land oF eke Pus xe tae ie Oia dest othe Sa, 2 906) ae 168i el were, 6) whe a 4B site etm tacts Pte CPOM hikes CMO), CMR ee) acquire stock in other corporations by subscription to stock of uncompleted, connecting road assent of stockholders necessary... rights of dissenting stockholders... . in kindred but non-competing ecorpo- ration coal mining company not a “kindred” CORPO os Ue ete ben ait heurin 1254 in union depot company foreign corporation—power to hold stock Hr ONTO: COVNOLATION. oa. easy aa fae 1254 consolidated company Ohio river bridge companies.......... elevator company common carrier company aid. construction of road of another com- pany by subscriptions to stock by traffic guaranty and purchase of bonds authorization by stockholders necessary rights of dissenting stockholders. . 5) em ae 6 wo ce Sean ia ble ‘le, “a Bile (co 16 Wie che 6 Os ty 5 ae Oe ope 2529 SECTION 8984 8985, 8986 8953 8999 8999 n 9047 to 9051 8745 8763 to 8771 8745 n 8745 n, 8766 8745 n 8745 n 8745 n 8745 n 8745 n 8745 n 8745 n 8745 n 8745 n 614-57a 8745 n 8745 n 8747 to 8755 8772 8756 8757 8761 8773 8806 8809 8810 to 8812 8806 n 8806 n 9163 8806 n 9040 to 9042 9315 10173 10171 8806 8806 n 8809 8810 to 8812 9530 INDEX. RAILROAD COMPANIES—Continued. PAGE SECTION Powers—Continued. to lease other railroads connected and non-competing roads. 8807 assent of stockholders necessary...:... 8809 stock of dissenting stockholders to He. Pyireteisen oe ais trend «ae 8810 to 8812 lessor company may appropriate prop- OPW ee ee ye ok eee ee Mm een 1257 m 8807 n foreign railroad company ............. 1256 8807 n rent PINT US Pa a chy at id Ne ae 8809 security to be taken for.........., 8813 non-payment of, forfeiture for..... 8813 lessee may purchase certain other roads, VU INEDY tat con cts ah crane Cate teh slice anlar ca eetaos 9053 undivided interest in road under fore- lo. hy AN PARE BRA Ee! UNC RS 5 9098 to purchase other railroads (see also, Sale) connected and non-competing roads..... 8807 assent of stockholders necessary....... 8809 stock of dissenting stockholders to be. .PUuraneeea: Ge see Steen e 8810 to 8812 obligations binding on purchaser...... 1258 8807 n at judicial SERS. 5 Gute SONG chee 9074, 9077 partition of road owned by two or more Dover MOM paMies aos. yo ae cate as 9047 to 9051 | improvements, etc., on road owned by several’ ‘companies “o0 0/0000. 9048 jurisdiction of commission to order. 9048 cost, apportionment of ........... 9049 SAtO “CO \DOy GURU eer oe eae 9049 to 9053 undivided interest, in road under fore- od a Sal a nS ERS SCR Rest Pa 9098 to seliM rod girtc cs teak hs SS er ne ates £054 to 9059 assent of stockholders necessary........ 9056 rights of dissenting stockholders....... 9057 acquired at judicial sale. ............. 9076 LO OTTOW MOU ¥scee atee cent gle MIMCNAMONE OF... o a sed oy pier ofehme F list of directors, and changes.......... RCCIDOMUS MO LeE ALS Oty lind roe ae Sale, see also, Powers; to purchase other rail- roads above of road owned in common by several com- DEPNLOS Gites lates po seb io’ ovary s « PLIVALEs0 ck. ss ore bei “er ON aD ADE oe when company may sell roadbed, and Tight (of Way. .... ise sion: tarot: effect on stock subscriptions .......... transfer to be by deed «2. 06:14 sem. Lee's two-thirds in interest of stockholders MUSt CONSENE frien opjrp aes spel rights of dissenting stockholders....... title vests in grantee .......+--+.++ees judicial under mortgage .....-.---++eeseee ens appraisal not required, when......--.. unmortgaged property in hands of re- COLVOT 20 5 shelves! ooo of 018 Feller Bislar 9085 to 9089 9090 9092 9093 9094 9095 9096 9097 9099 605 562 556, 557 570 557 605 602 573 9047 to 9053 9054 to 9059 9054 9054 n 9055 9056 9057, 8810 to 8812 9058 8793 n 9091 - 9068 to 9074 2532 INDEX. RAILROAD COMPANIES—Continued. | Sale—judicial—Continued. purchasers at may acquire corporate franchise, PAGE SECTION when. ON Darton, pee Ra 9075 may resellSroad ey eee ey INE ; 9076 incorporation of ........0)....... 9077, 9074 may issue stock and bonds to pay purehage” price? sri r. 2oP 9078 for reorganization purposes ............°. 9079 of land acquired by appropriation.......... 1203 8759 n Securities, see Bonds and notes above, and Stock below Service of process th 2% Aiahiobent :todal sot A 11288 before justice of the peace................ 10240 to 10242 utilities commission .................. 614-53 to 614-55 dividend must be authorized by commission... .. 614-58 register of, to be kept in principal office... . 8786 registry of, when transfer books may be kept in otherhkstated nevviiug. fi geeebaepan: 8781 power of mining or manufacturing company to aequires 60 yi PL AMP Ra Tai, 25 10138 issue of to pay for road purchased at judi- celal salei OP.) Ayano f wees piers 9078 issue of, by reorganized company.......... 9084 dividends vonwiints, if... cari OkeRl Miia eae 8817 increase of, purposes for which authorized. . 8815 proceedings(-fors 4 ria Wy ogee 8816 certificate: iioghinewmah wisetoses year 8816 - may be by preferred)... 00) 00. 8817 prefernedw iieds Jide tas. ta oy 8805 voting rights Of: vi... ivesaeesanee MP 8805 increased stock may be.............0. 8817 preferences, ete., authorized....... 8817 consolidated company, power to issue.1425 9028 n in other corporations, power to acquire and hold by subscription to stock of uncompleted podde 24 ts MPEP ory ee ts iN 8806, 8809, 8812 in kindred, non-competing company.... 8683 in coal mining company.............. 1254 8806 n in union depot company .............. 9163 power of foreign corporation.......... 1254 8806 n consolidated company ................ 9040, 9042 sale of to directors, below par, void .......... 8798 hie sky law: AP Mod soese prmmorerh 1) Stockholders meeting of, for ratification of consolidation ASTESHTEN GW 2 588 tne ees eae ae meeting of, for increase of capital stock.... meeting of, for sale of roadbed, ete......... dissenting, rights of on ‘consolidation: |. jcc! ia yiteteletele oe eetas on sale of roadbed and right of way... onsale ‘br leads 0M a oy te alates 6373-1 to 6373-24 9028 8816 9056 9034 to 9036 9057 8810 to 8812 8786 10138 INDEX. RAILROAD COMPANIES—Continued. Street, see Street Railways Subscriptions to stock conditional authorized SSR pee ere ee ba) elite ever. wen? site T Sige oe '* 6: a mires 0 eel te fe te Np te te Ke te te te fa ve KARE 86.6266 'e ee 6 wee Bid, wh oe) 6, & Oe tere Taxation. See Railroads; Taxation Traffic interchange of, between companies QUTES BA LO wo soso hate sso npn serovars meee f IOMRALE contracts for discrimination against tributory or com- peting line prohibited............ switching and transporting cars...... Exeasurer, election, , of...... 210s fils. SSOUeTRT . Underground. See Underground railroads Vice-president, election and powers............ RAILROADS— (See Railroad Companies; Appropriation; Car- riers; Orimes and Offenses; Crossings ; Public Utilities Commission; Interur- ban Railroad Companies; Street. Rait- ways; Taxation; Tax Commission; Tracks; Union Depot Company) Abandonment be TWN Brnanye sie «iiss. ats ore « iene 3 must be authorized by commission... PAGE w Pe hetieheusii¥s4) ey elte , SUn wee se ee ae 1319 liability Tpsuiicient \oparda:t {7 e200 are eeaneee a to: pgbom) Tidbie sony cn ee ee eee 1319 injuries on track of another company.1320 injury to stock running at largess os 1320 Metenaes wr rn sly Bess eee ree ee 1321-1322 penalty for failure to construct........... Claims against certain, may be submitted to commission by formal complaint ©. 9 0°60 0 eudiies wleraeeea sna lehe pace proceedinge nan Troy cee eee Competing Poa re ons bet oe geo ieee! 1256 proof of illegal’ control of.2...... 2.42 4..2 1256 discrimination against, prohibited......... a0 9 Coie ee seho-e Bee ceneia) tacks ep Siena Conditional sales of equipment or rolling stock. . Conductor. See Employes below Connected What) are SVR, Bee, Sas VR eke 1255 road crossing or intersecting another, may COMMECE, TNAGK oo. vevaie arm iibre ayeraye aleccha «a penalty ¥.. PSB ASE ak ee Oe, power of commission to order connec- Bow TAG er Ey Eula oh Connecting duty to receive TPCIGNE MOR hth) didneebreie ss liability of initial carrier................ SECTION 8979 n 8757 8759 n 8996 9000 n 9000 n 8998 n 8998 9000 9002 8998 n 8999 520 520 52] 8745.n 9017, 9015 8945-4 to 8945-6 8914 8914 n 8914 8914n 8914n 8914n 8914n 8920 579 579, 580 8807 n 8807 n 8984 9025 n 9060-9063 8807 n 8997, 614-42 9002 INDEX. RAILROADS—Continued. PAGE Connecting—Continued. cars of duty to transport and return duty to switch rates $102 "el abe) (ee Vue) s.enere elle ca al o-fe. ay octet eo” ouis a tw POMAGER rock at eee Rien ae se Tene Construction powers of companies as to... ............. SL Ne Te OR Dah ee ee Me anne od, Crossings. See Crossings Damages treble for violation of commission act...... for discrimination between shippers....... for diversion of line or route............. limitation of ‘actions..00.0 6 oc... 4 3. es Or, SOW s DY MHITERY. tc ae te eee 1355 to abutting owners, abolishment of grade CLI lass ar sais ar ecareftnland eb ave vase ic cia double, for overcharges, etc............... Defined in public utilities commission acts......... AN TAX COMMISSION BCE. 5 dem oisjansacqeleroeo 4 Depot. See also Union depot companies adequate to be furnished, freight and pas- BENGE ar merereg tokesetseke eoatniciettehes ctatens. coneins commission may require.............. RON ree Sas Nae cla ih a OeES aie ae appropriation of property for............. facilities, contracts for, power of commis- SHOE OME eT. a8 ni oleate Whee land for, how acquired from municipality. . Discrimination POOL G ah ee rao nla ie as aS LA gist PAINS JOCANE YS to aire 50 crayons Metigale ene failure to give excursion rates, is not WL CMM te caters. acd abeqsinny suernaeeicd tiliay aie charging lower rates between other points, where competition exists, is TOL AB oto Nign any eRe Gloom yt cr in passenger rates...... ees pei adele spe against tributory or competing line....... injunction against ........ beeen eee seen between way and through freight, prohibited against short haul, prohibited............ in facilities, between shippers............. CANINA CS Mitta Neronetaliem tale + «celle stale: liilans srstelcy in, distribution of cars...........-0+-.0-- In switching ‘Service... .\..... be see eee ee ee in rating of coal mineS.........-.+e++eeees 2535 SECTION 8999 8998 9000, 9001 9002 8953 8997 8984 8985 8986 8985, 8986 8745 8745 9004 569 8991 8751, 8755 8752 8970 n 8871, 8885 9002-9004 501, 614-2 5416 519, 8926 8927, 519n 8928 8759 504 n 3700-3702 564, 566, 568 567 567 n 567 n 535 n 8984 8986 8987 504-1 8990 n, 535n 899] 520, 8991, 5385 n 8990 n, 535.n 535 n 2536 INDEX. RAILROADS—Continued. PAGE SECTION Diserimination—Continued. ‘against irregular shippers................ 535 n invtterminadl facilities, of [adigg 0 say 535 n an” weduced “titer oc. as ook oe ae ee 515, 518 Drainage ditches tox béMprdvided cee fe ts eS 8908 agreements to maintain ditch,............ 8908 n proceedings to compel companies to provide itch | hes hae eeh* “ae Parbe ah danse eee 8909 to 8912 Employechenge, Sate edt age eee 9005-9018 agreements exempting company from liabil- ity for injuries probibitedeyarnt.. Tiibht abe hehe 9011, 9013 WT COMTI a aoe ey Ce ne 9014 release after injury valid........5..... 9013 n . voluntarily *inadel ‘2 anal wmiekenet toe 9013 n brakeman hours of service limited.............. 9007, 9008, 12553 acting as baggage master, effect. on crew 12553 when a fellow servant of engineer, con- duttorrtyian page Ah eel es 9016 n color-blind, employment of, prohibited, pen- Blty. GOUhia hs See eee 12548 conductor of passenger train, as a policeman..... 9156-9159 power to make arrests........... 9158, 9156 to eject passengers........... 9157 neglect of duty, penalty.......... 9159 wrongful ejection of passenger liability. of company.......... 9157 n evidence and damages........ 9157 n hours of service restricted............ , 9007, 9008 when a fellow servant?) (O92) sous, 9016 n contract of employment made in another ptapery Aa‘ etork. yisawe na Sot lee sss Fs 9016 n crews required on trains; penalties PASSEN CCT AMERE AI Steere ees ee eo 12553 to 12555 ABOU Poss Le eee. aR eee 12556, 12557 switch ) eneinestieS. (Jad pathy BRS 12557-1 to 12557-3 discharge for refusing membership in relief asso- ciation, prohibited ............... 9012 reason for, to be given in writing to emplove on demand.............. 9012 refusal, employe can not recover Dena ty Oe an caer ia, SROeRre 9012n without hearing, penalty, ..... 02... 12956-1, 12956-2 engineer failing to stop at railroad crossing Penalty 5... och inneiniasan renee tae 8831, 12549, 12550 TigDility “030 afasan s ate a eas 8831 failing to give signals by bell and whistle at highway crossings ; Perea tiy 5 ocr! b inc a Remenhs take: iemmaseeeet 8855, 12549, 12550 lability stg denems wok eee 8856 addicted to drink not to be employed. . 9005 — penalty oaths ot nk eS eee 9006 color blind, not to be employed........ 12548 INDEX. RAILROADS—Continued. Employees—engineer—Continued. hours on duty, restricted fellow servant, when a liability to failure to provide self-cleaning ash GUID f PANS reress fons OB Se Olle. 25 fellow servant defined fireman hours on duty restricted............. liability to, failure to provide sellf- cleaning ash dump, pans.......... fellow servant, when @......... 0.24.) flagmen at highway crossings, duties, ete....... at other places, employment of. illit- erate, prohibited | c/s hostler, employment of, illiterate prohibited hours of service of certain; restricted...... where train delayed by accident....... penalty o2. hotinpa: . wedawae. evade. hs personal injuries, liability for waiver of, relief association requiring, from members, prohibited......... agreement of exemption prohibited void, when negligence of any other employe or officer.... comparative diminution of damages....... of ‘superior officer, wit .aiionass. JE. of fellow servant under statute PAGE a) a!) Wieys) © ow 06 ie SUSY S(O Cmte eee © feXd s vere '@ cg pps tebe dle ble 'e cfeile oe eleidle wie s o sis oi bie oe wo ce cle dietcra @leve o bi she «jeja es all questions of, for jury......... failure of company to block frogs, etc.. MGKONSES ba. cee vcd Sarria one REE prima facie evidence of negligence presumption of knowledge by com- pany, of defect... ...,.-. .biav at may be! rebuttediu. i. sss inspection, effect of.......... sufficiency on cars of other companies....... knowledge by employe of defect. ... rule requiring employe to inspect What nCONStILULES bs as ds. me oe sYehfe employe, who 18 an.........5+.- defective locomotive, car, track, ma- chinery, ete. presumption of knowledge by com- pany of defect....--.s+ssee+4 discoverable by inspection, etc.... 2537 SECTION 9007, 9008 9016 n 8944, 8945 9016 9007, 9008 8944, 8945 9016 n 588, 590 12551 12551 9007 9007 9008 9010, 9013 9011, 9012 9014 9017 9018 9018 9016, 9017 n 9016, 9017 (2) 9016 n 9018 9009 n 9009 n 9015, 9017 9015 9015, 9017 9015 n 9015 n, 9017 9015 n 9015 n 9015 n, 9017 9015 n 9015 n 9015 n, 8808 n 9017 9017 9017 2538 INDEX. RAILROADS—Continued. Employees—personal injuries, liability for— Continued. defenses ‘ failure to obey rules............. fellow servant rule... ............ tory negligence, when no de- fense failure to provide self-cleaning ash pans, ete. ........... defective automatic couplers, Ce. icons. DOTKdOr 24 defective car, locomotive, track, ObCIINTAL, ¢ HIRT IM 1@ 498 relief association prohibited, where member required to waive damages for injuries....... is not an insurance company.......... not ultra vires, when....0./..0..000.., membership, in, not to be required by company.... penalty for violation..... ro ONE «4 voluntary, by employe......... roan contract giving option to sue or accept Deneve... wae tea cae eet a RG action by administrator where bene- fit accepted by widow........ decision of committee under con- tract, as to benefits, no bar to BUG vere erer onecesercl toh IGEN chdhe exempt from certain insurance laws, when. 224 .en0tt soll ak Saaciaciy <4 rule or regulation exempting company from liability for defective equipment ¢ prohibited!’ .gvbeliioga. te. woitgann, when: woidian ors Moolah slo ngge for safety of employe, and not ex- empting from liability, valid. . requiring employe to inspect machinery, when- -ineffectwalpiniey oiadic. Jp. erp: telegraph operator, hours of service limited trainmen, hours of service limited........ wages or salary deduction from, as dues or assessments of relief association, not to be re- GURPOD <0 on ek ah ee BE penalty for violation......... Engine. See below Equipment . Equipment conditional sales of to be. recorded; or: filed... i ccauianas. may be provided for in lease.......... of interurban, street railway, etc...... movable bridge required between passenger CALS, Dis e-o. «iste acarehswareteds ae test ee oe SECTION 9016 n 9016 9018 9018 9018 8945 8955 9017 9010 9010 n 9010 n 9012 9014 9012 n 9013 n ‘9013 n 9013 n 9459 to 9462 9011 9014 9011 n 9015 n 9007, 9008 9007, 9008 9012 9014 9060, 9062 9061 9063 8929 8930 : : | INDEX. RAILROADS—Continued. Equipment—Continued. duty of commission heating apparatus wRSe [OL ORC, 0G WC) Wl ot Chel ease ee ark PEN ROMER Oa seit. ate ee lnghiting tide, coh. 33,2 MASS eee s ita 0g) A ee a Rete Re oh distance from step to station platform..... PSI ie et 5 atin ttc sete aoe fire extinguishers on passenger cars....... Pe re te aioe tee INNES Showed caboose cars, how constructed............. TPE SCR ree Sco omer Na eh wie 9 ee DOWSELDIMI Glink waite auth ek cece te penalty for non-compliance........... topbe.kept in repair. Jo... cf power of commission... 0.00. aka. PRION SOE Rat p key Cs ce ct eae grab irons and sill ‘steps.::./...2...5 000. PRA haa tect ieee ds o« Goaere ce 9 is RE ae ar Pees. OF ee ee ER PN I ee caiies Noun utah van tee TR ee aseaibie COUpIeTS 5... he. ae ot oe cn te penalty for non-compliance........... Pogpe- kept Nn TOpaie ye ae ou penalty for fatlure............... construction of statute car is unit on logging railroads inspector, appointment, salary, expenses, etc. duties power to condemn cars liability of company, defective failure to repair cars not equipped with automatic couplers, ete. carrier may refuse from connecting car- riers penalty for non-compliance assumption of risk or contributory neg- ligence, not a defense locomotive power brakes penalty inspector of foot-power door footboards on switching locomotives.. headlights OLUMLU Cau arcove ois Lo 3h seepeeeseeeeee inspection by commiss10 self-cleaning ash dump pans.. company failing to provide, barred from certain defenses penalty boilers, specifications for boilers, inspection of ejete ine es 6 0.6 8 eee Oke ele Sr She, Wie \e” Wee Se eee fe) a. a wre, Wee. oS Pek? hele/e lar wee 14 S76 16. o's Ste, el a bel '¢ Sinke ies, .4),0ur eee i8' ¢ ee jerels @ 0. wun 3s unite sila’ Si ¢ essa) S, 9) oat 6:a)e/ Ca sae, ksi es S Wiest ete. Cb Ree 8) woe, ay eye ia. ® Ricleke «Verb ee, po ihe es a greater Sieigin ais @he, 2) 3s 2b, e) Ue ee, @ ye aiey WRLe we eee weeens shavet eiatie ete '# (sy e8 Oe Bee 6s SiR" 0. 6.8 Pere ee a Perr CR a at ae cy AC LON | 2539 PAGE SECTION 8931 8932 8933 8934 8938, 8935 8936 8937 8938-8940 8941 8956-1 to 8956-6 8956-2, 8956-6 8949 8954 8963, 8965, 12562 8956 8957-8965 8951 8954 8952 8954 8950 8954 8963, 8950n 8965, 12562 8950 n 8950 n, 8954 n 8954 8954 8957 to 8960 8962 8964 8955 n 8963 8953 8954, 8965 8955 8949 8954 8957-8965 8951-1 to 8951-3 8951-4 8945-1 to 8945-3 8945-3 8945-2 8944 8945 12558, 12559 8965-2 8965-1 to 8965-10 2540 INDEX. RAILROADS—Continued. PAGE Equipment—locomotive—Continued. sparkvarresters’ 3". Pe bie ried grey not required in certain months.... to be*kept tin’ repaifi rcs srr: cine eae penalty niny: : Smriyenes, aes ae defective, injuries from, see also Employees limitation of liability prohibited... ... prima facie evidence of negligence... .. what: constitutes. ries i Aan e oon presumption of knowledge by company. effect of knowledge by employe........ Executions against property of..........0.00.. 1243 eXeniption. . 7 RRO) DRAB eee Sean haste used in interstate commerce.............. 1243 hability. ‘for attaching: 7.2 So ye eee oes 2173 sale of road jointly owned by other com- Panes, widerGre Po wmve cee ew elder Extension. See below Line Facilities for passengers and freight, to be provided. . equal, to shippers of same class, required... private«switel, Whit sos Na ee ee unloading pmathine ~. TT o. sic eee sous ae instances of discrimination............ Fares, see below Rates and fares Fences duty of railroad company to provide....... within municipalities .. 0. .:0.. cess 1316 is to’ public generally :,.. i... sje. oe. 1317 where tracks of two companies are parallel and adjoining........... 1317 penalty. for! failure! ors) ah See foe in absence’ of statite. s. po suemrieice due 1317 when landowner may construct or repair, at expense "OL, COMPANY «0 css 0 «tate ’ Raa ae “temporary, during construction........... where landowner compensated for cost of Pence’ VF a SORE ORe: certs cate ne Pie agreement of landowner to build.......... TURE) Withy Seid. whan et Matin ck 1317 as a defense to company.............. 1321 when company may construct at ex- pense of landowner). 0a. in. agreement by company to maintain........ 1317 breach, ‘remedies: y). 76. Fg i 1317 Gammaes.: 22.5 US, A ae helenae 1317 temporary fence, during construction. . liability, defective fence, etc.............. to “whom Wablewsi ici ie Oe ae 1319 injuries on track of another company.1320 injuries to stock running at large..... 1320 dofenseae Jb euitl UW tiwag tek acarit hae 1321-1322 pleading and Proohisin «annum aat 1323 Fires ) spark arresters required’. . 50%. wm einesiionees DORAL F085) e507, SE ATE. AOR ae eee combustible material right of way to be kept free from...... abutting owner may remove, when..... SECTION 8966 8966 8966 8967 9011-9014 9015 9015 n 9015, 9017 9015 n 8793 n 8792 8793 n 11819 n 9051 519 8990 8990 n 8990 n 535 n 8913 8913 n 8913 n 8913 n 8920 8913 n 8916, 8917 8915 8918 8918 8918 n. 8914n §919 8913 n 8913 n 8913 n 8915 8914 8914 n 8914 n 8914n 8914. n 8914 n 8966 8967 8968 8969 . INDEX. RATILROADS—Continued. Fires—Continued. liability PAGE $8) 6) 'e) @ 0) hie 40. el of in iat 0. (eh eiisi/e te 0 ont) ae ee a 6 ote a dle oF in absence of statute! 2 .'2 7 id << 1354 contracts of exemption from liability... PEON Oas wants A te htt Ra ee Oe 1355 insurance company may intervene.1355 jurisdiction of justice of the Rea CO archers aa uae ce hme hee 1357 appeal, attorney fee on........... measure of damages...-..........,5.. 1356 property used near railroad.......... evidence as‘ to’ cause! 2252093 ff SP a Sse. 1356 expert’ testimony <5 22 5°:'s 2); 2, DOH 99x2 | 1351 fires set by other engines.............. 1352 specimens of netting on spark ar- TORLOT PAfe SSS rss Me ee Rae 1352 of ownership of tracks. . J2211%99 518) 1356 charge Teojury. i353. st. 3.3 eae, Ou. 1352 negligence, former law...... 00.0.0. 1352, 1357 Wwhatots not!) <'. {Sh Hanae y to ene extinguishers on passenger trains......... Freight classification, to be uniform............... weighing, duty of railroad as to........... unclaimed, storage, lien, sale, etce......... storage or warehouse certificate........... to be forwarded over line designated by SUIPDEL se Ler eae ee ee ee eee PeRatey 20 tt + ¥ ie ane ene nae PME OLOUY.2 ben... eet es oe sees eee EPA he ond st.) Seta Aiton siete teem duty to receive for line of another company. ...5 0... LTOM POtNere cOMlpamles: shea oe, oe habrity ‘ot “initial carrie®, 208i. oc. rates, see also below Rates and fares prescribed for loading and unloading... .0. 2.0.0. demurrage OME HUAN eT OAME See eo tatel ee cs ee. teres = discrimination between points in state prohibited penalty sees way and through, discrimination between prohibited short haul ‘ shipping, equal facilities to be furnished shippers live stock, rules as to...... Loeb ae eee tees bill of lading see Bills of lading Freight trains, see Trains Frogs. See Tracks. Side tracks Be, Slee 0 8 6.8: €)9 S-O"s (6 6 & 6 eens: a .6n6ner S Riek ee sends eon) aaa ste 6h anelp rep aye 2541 SECTION 8970 8970 8970 8970 n 8970 8970 n 8970 n 8970 n 8973 8970 n 8972 8970 n 8966 n 8966 n 8966 n 8970 n 8966 n 8966 n, 8971 n 8972 8938-8941 514, 535n 521n 8365 to 8375 "< 8995 8985 8985, 13420 8986 8986, 8985 8999 n 8999 8994-1, 579 8980 8980 504-1 n, 506 8996 8988 8989 8987 8981, 8982 8990 504-4 2542 INDEX. RAILROADS—Continued. PAGE SECTION Grade uivamge’ OFY 22000 D8 Se: ae eae 8753 Gama ges On Ct oo tn ee ee hey st 8755 appropriation” for: oreo. ee ee 8754 Highway crossings. See Crossings Information to commission, duty to give....... 555, 557 Injunction, by, to prevent street railway cross- I ATER OTs MAE OY Dee a ine eae 1469 9101 n Inspection automatic couplers, air brakes, etc........ 8957-8965 locométivesboilers \. i up. any seat oe 8965-1 to 8965-10 headlvhte, ies eo. cor dk she ete en ee 8945-2 Interurban. See Interurban railroads Land SPPCOPMALION (Ol... 1 haenti aes gan tee 8759 MCATIN GAGES. i. suas ars ct pice eee 1202 8759 n deed GL, show executed?) UES [OP Seis “heen 8761, 9055 for station, power of municipality to sell OF? 1OR8G oe «-abrubek «Sete ciasek ena Wee aes 3700-3702 purchase from canal company............. 9208 n acquired by land contract vendors Den ON. s ates oy ts heehee 1210 8761 n notice to subsequent mortgagee. .. .1209 8761 n Femedies = OL VENdOR. ie ae 1210 8761 n foreclosure and\sale -.,.cjaae0n sop « 1210 8761 n acquired by purchase or gift.............. 8761 unnecessary Land... anit stems if erp s 1208 8761 n conveyance of, how made................. 8761 gift of, void, if road not built............, 8762 ease (of Ne. Ue lat ain te bt teeta ok anne ae Fy 8807 execution, terms and conditions........... 1256 8807 n assent of stockholders required............ 8809 dissenting stockholders, rights......... 8810-8812 defective, validity as a license............ 1256 8807 n BESMISSION Eo eaters fase inten ie eee ee 1257 8807 n Specific performanee rs 2/65, sah. sh kee 1257 8807 n effect of receivership of lessee............. 1257 8807 n effect, of lease ir sale. fees eta er 8807 n rent peEVS TYE LAU I: RMR RLY WE Seco ac, “er tite ag 8809 security to be taken for............;. 8813 non-payment, forfeiture ............. 8813 preservation of property, security to be TAR ene tOr ta a aes ce ee ee 8813 copies to be furnished commission......... 603 not to be capitalized above actual cost..... 614-59 liability of lessor negligence.in operationi.:.).3,.. sleoesn 8814 of receiver, of lessee. ; 3. obs hes 0 tow 1264 8814 n to employes of lessee............. 1264 881l4n at common, AAW: . 12, sue bidoerie' works.) 44: :.:....27U PIR, © 8981 commodity, and other special.............. 513 contract,« when: -valid..%? Ji). 22 Ueuiey, Je! 513, 8980 n Boditced) sw Hen Vay Blid, Stat voy ete she loaned ee. 515 excursion, commutation, etc., when valid... 515 not required to -give........5.. FQ 515n power of commission over............200.5. 527, 535 fixed by commission not to exceed statutory rates.../...... 581 prima facie reasonable............... 542 in force: for -how: long.....4.....'. 19. 542 decisions of commission as to............. 535 n Short. hatte sc sc icldemeg tae cede cs evadas 8981, 8982 rebates, discrimination, et@..-ececcccceee. 564 to 568, 8982 assenger fare ‘ . prescribed APTEISS sat vcgetiehe ss) cht, Situs eee taenst Gls 8977 exeess, when paid on train............ 8978 discrimination against locality, in..... 567, 525n on, treroht: trains... 6.22% 44s 356s Py 8992 on braneh; roads tit fA 2hQh Xt ait. 8996 freight rates “prescribed AB SIAM EORRECO Se LSS Uae LL pms. 10) cae suey on branch roads..... Pease eee ee teens pe exceptions as to certain roads......... Us factors ins making. ........ Gee Que. oi a “abies tera heah iat W IK) Ae sh ABR eaces ee rani neers Or : demurrage, right to... ...... 6. eee eee 521 n, ae must be published in schedule... .. ») may refuse to deliver cars when un- chene PALO ci cleyine's dwye © ¢ ota M ade « SiNCENITERS Soe liability of transferee of bill of Lae PAGING , ..arcsecey senses e AOLGEDIE. «Lb le « anne . Tien: fon... .202..59R ioe O- 30K -i% for switching cars of other roads...... pO long and short haul... ..s.eeeeeeeees 2546 INDEX. RAILROADS—Continued. PAGE SECTION Rates and fares—freight rates—Continued. overcharge liability : Of company (is). 5 elk 9002 n, 8980 n company under construction...... 9004 double damages for.................. 9002 payment, when not voluntary......... 9002 n, 8980 n separate action for each.............. 9003 VEMUG tea HOY, «jelous. <)-gce peels, Ventas ean 9003 n jurisdiction of commission of claims for 579, 580 undercharge, liability of consignee......... 8982 n Rebates, discrimination, ete. POTD ibed ih so bes . «cll ae aie ec Se ee ; 564, 566, 567 568, 8982 Receivers, see Receivers Relief association. See Employces above Reparatiow, 5 oh << bunteeveny Frey) pansies cranes bee 579, 580 OVerchange-(..0%. - aadosh taxdedawe dees ata ~ 9002-9004 Reports to commission as to free transportation. iss woe ssn « 562 as to business management............... 555 annuals ;a6' te 7afleipes ice. drs 2c. eebeoenl 605 Dlanks) For: dice Mr, vorinh Mois tet Main Aelee ee oe 556, 557 penalty for refusal to fill out......... 570 Right of way ff appropriation of by corporations ;.Wi)jiy .; .sesiecods hack 402 Const. A. 13, §5 generally o.iss is Pirsce ss Few aoleher 8759 grant:) Of is Ab eo hinns: 00... A. e ee 1210 8761 n record, when not in form of deed or Ao eens 5 FETA. et ae 8822 CVIGENLE LOT. isk. ru ap deg Shetek vor conn 8822 adverse possession against railroad com- DANY 2. Sty cby aad. tees eRe le cio eee 12411, 8761 n URIAEYERES Jonge ... 03s ++:>.emnnidede 1203 8759 n gift of, when void, if road not built........ 8762 forfeited, when ......... SS denies ni lan ee ree 9059 on boundary line of municipality, jurisdie- ELON. ONE Uri taiatinulc wine Reel « BI pas 4560 Road. See Streets and highways below, and Right of way above Rolling stock conditional sale of, to be recorded or filed. . 9060, 9062 may be provided for in lease.......... 9061 interurban or street railway.......... 9063 see also Hquipment above Route, see also Line statement of in articles.........0. .0@ Leuk 8625 townships need not be specified............ 8625 n change of i 4. sensPhups redo. eter au 8747 to 8755 as a defense to subscriber............ 8751 Sale of conditional, of rolling stock.............. 9060-9063 Privates 35365555 Shale: He. RRR ee 9054-9058 INDEX. 2547 RAILROADS—Continued. Sale of—Continued. Paice ea judicial under mortgage .....00.....0...... 1244 unmortgaged property in hands of re- as OE ae panda Cotte Oe ATE ate aL = appraisal, when may be made without. . Aes Boe purchaser may acquire corporate franchise, When MOT Satie sels acl oust 9075 may resell: road . oo ni Pea lo. oe OR, 504-2, 504-3 Shippers entitled’ to "bill of lading? . F) 02 fCOPI0 20, 2 8993, 8994 equal service and facilities............ 8990 Side tracks. See Side tracks aes Bh CLOSSIMOR 8 2/95 Tl a's vas we ae we 8853-8856 Signals on engines and cars.................- 8945-1 to 8945-6 miCMpOATIS At. CTOSSINGS....005 660.0600 fore hc ee 8852 Speed, within municipalities, council may regu- PCOS cn cee Stee heer Lacey SETA 3781 Stock yard company, power to purchase and OP OT ATOM ctoueeeh ens: ose teraie nls Asceouiornie ecko ees 10211 Storage certificate, issue of by railroad........ 8995 Stream of water, diversion of................. pape n liability for injury by flood...... ses tebee. Streets, highways, etc. See also Crossings occupation of, by tracks; surface or elevated agreement with public authority for... 8763 VANIG by Se beLING, EOC a yc aprercleta sts’ 3 8763 n authority of council, county com- MiBsIGMerS: CEC i sike yo cok em aks 1215 8763 n WAG LOL —Wharts > CbG on.) sho: refet totar etl pens 3699-1 appropriation of use..........+-+++.. 8764 for yard purposes.....0...0.8.0...% 8764 n condition precedent to........... ote i 5 necessity for use........-..8 04. thes easements of abutting owners... BU OTROS! Metahelel ate ctoc pirate’ cng te Chale OMMtANTD 0:2 8899 n, 8902 5 Stew: i Ts @ 6b @ See 2548 INDEX. RAILROADS—Continued. PAGE SECTION Streets—occupation of—Continued. longitudinal prohibited .............. 8766 exclusive occupancy not authorized... .1213 8763 n subsequent control over street........ 1214 8763 n what streets, etc., may be occupied. ...1214 8763 n without agreement or appropriation. .1217 - 8763 n remedies of public authorities and abutting owners. ............ 1217 8763 n by side tracks distinguished from main tracks (Pe PRR, Oe eg Ue Tae 1218 8763 n TOPAP"- QA hve a 1 RG ae Ont. aah aieoeniiete 6956 change of grade by county commis- SLONENS? \-2.5 < 175.35 320 addin sae nennies 6956-2 adverse possession by railroad............ 1217 8763 n piers . for ‘elevated tragk.(inc% 5). 4oaeaiel- de 8763 to eliminate grade crossing........... 8770 referendum: on: +2, 2743/0 vere tas 8771 at crossings, to be authorized by council 8849 county road, diversion for crossing......... 8773 extension over tracks, appropriation....... 3677 joint use of tracks, in, by several companies, power of municipality to require...... 8824 abutting owners eagements, OF 45. ca oe tote ee tne 1219 8765 n remedies where tracks placed in street PHYUUCTION » cats Se:os ie ee ee 1220 8765 n suit to compel appropriation... ...1221 8765 n action for damages... 4/6 fe satis _ 8765 limitation: ‘<<: yon snplesnie 8765 parties, defenses, ete...1222, 1223 8765 n GAMAOS * hs Vike re sie 1224 8765 n against municipality ............ 1225 8765 n obstruction by locomotive or car Penalty < 225 653.535 Syste tog Same ieee 7472, 7475 liability for damages... . Vejc.:<. 6s « 7473, 7475 Sauirban;s defined? 72 Pe Yee BO NR Pe 614-2, 5416 See Suburban railroads 5; Switches. See Side tracks Switching service; “discrimination in. ... 36.20. ¢<0cs5 535 n, 8990 n charges, to be published in schedule........ 506 cars of other companies Cnty" 1s * Gore. Se Saad Pale ce i de es 8998 TACGS LOLS A Sy A ee Seats Dh on aire ore 9000, 9001 Dense ye SE Tie ED tea teen 9002, 9003 remedy 'to” EhfOree it). duals aa «> whe > h 8998 n on bridges or crossings, may be prohibited by “council “iy hades ee fare 8851 Taxation of property: taxis . 72 bitin. Minedinos Ane eee ; 5420 to 5431 5445 to 5448 EXCISE’ CA ATE A410. tas re aie a 5486, 5470 to 549? Tight’ of way 201-8 NEE aeearne ees 8820, 8821 see Taxation. Tax commission Telegraph or telephone system, required. axyetiwms ainidasrn- to. abirorsre 8942. Korfeitize,: of} Charter. Hela 1.150%. cy pcuensce hs aw 8943 INDEX, “0S ISIS) © shh Bee) p 0) dist biter ef ay etertetal eo fae ee a Bie 6 ere et SMCS 2: senTel ae we Na) alHalie,. shai ene Telegraph company appropriation of railroad land by removal of telegraph structure............. Terminal facilities, discrimination in unloading machine Terminals. Termini A fe 5evg reve Tere te \etetenn te 'erekeh eens tins. oFe Ha fa Yue iaeWelcete wile vara Mowe Reeth See Sen we adie he tate ew kare ve designations of construed............ 925, OAe%s Kev atavete te. calpiuketel sane Tickets. See Passengers above Trackage contracts Traffic, interchange of, see Railroad companies Trains. See T'rains See Crossings Wires over tracks, construction............... RAILWAY RELIEF ASSOCIATION, see Relief As- sociation RAPID TRANSIT COMMISSION ACT........... Act, sections independent Commission appointment, qualification, term and_re- POW A Ore MMOUNOLS .s)a' sets vteees) wien RieLn organization attorney, clerks, engineers, eté....2.5.... powers to grant franchises, control and man- agement expenditure of moneys rejection of bids to appropriate or acquire property... construction of boulevards and park- ways assessments bond issues limit of proceeds, use of we apie © oehe lam merece elee 6 ota rere lem, ey eae Ae s,s Cpr Oc a ee ee et tar ee ir) PAGE 926 926 2549 SECTION 12547 8975 8976 8745 8745 n 9175, 9176 9187 8990 n 8990 n 8625 8625 n 8746 8745 n 8625 n 8747, S772 8747 n 8674 n 8808 n 8808 n 8984 564 519, 8926 8995 8975, 8976 4000-16 to 4000-28 4000-28 4000-16 4000-17 4000-18 4000-19 4000-20 4000-20 4000-25 4000-21 4000-22 4000-25 4000-24 2550 INDEX. RAPID TRANSIT COMMISSION ACT—Continued. Commission—powers—construction, ete.—Cont. PAGE SECTION revenue “and “income. 202. se eeu, 4000-26 to grant franchises, lease depots, ter- minals, eter?. 2822 SRP, plawe 4000-27 referendum : on franchises, leases?) 120) 0me, Jpegies 4000-27 on bond: issuesrPe i; eg Opes RBTE 4000-22 RATES (see Public Utilities Commission; Rail- \ roads ) — Of fare, power of legislature over............. 400 Railroads, of reasonable. must hel” ends toe as 504 schedules to..be, filed. .t.....c.cntatevecaaee 506-508, 536 8982 must, conform, to Aehedule . «sw & osinele ones 510, 536 FOUND AD talon? be Edy sy Seed oxen 512, 507, 539, 540 excursion redmeed, | CbG «.. -:a< siaccumrdcerecs, Rare « 515 power: OL COMMISSION OVE. «ahi deleatin. oan 527, 535,581 TODALES) COLE Hs fein oinin zs Raila toes usatiatns hansen tea 564 to 568, 8982 prescribed by statute PASEON GOT is apne ws es iaeteed oe op hls vn glk 8977, 8978 8992, 8996 EROARIELE, « secs nts’ hemes” abt sieht iocad 8980, 8996 switching cars of other companies......... 9000, 9001 GOMUT TALC 1s 5 ares deme ceca terns Ural dans « Aantenet 8980 n Overcharsen HAD MIEVs ccicce stsus co km the on Rhee aioe 9002, 9003 undercharge, liability of consignee......... 8982 n Electric light, gas and water regulation by municipalities.............. 3982, 3983 Public utilities, of 614-44 to 614-46 LODE. POSRONA DIED YS va a5. 1 ck eae he Renae 614-13 POWEF NOT COMMISSION OVET. 2/6 icp dk peciey ose 614-23, 614-32 614-46 SOR OUW IOS Dice) oe oy Sea Th Oe tL ees 614-16, 614-18 614-20 CISMAITLCATIONE 2°, 0.0 0's (hia, bine ee eee aan ee 614-17 BLTOCG TS. Waa. OF. oe. ioke eek Gh aoe ak om 3770, 3777, 9133 9139, 614-47 Telephone, power of municipality over......... 1544 eM bo Turnpike company, toll prescribed............. 9240 to 9242 Bridge company, toll prescribed........... ac 9308, 9312, 9313 RATIFICATION— By directors of act of officer or agent....... 736 8660 n By directors of promoters contracts........+... 939 8627 n By pledgor, of sale by pledgee.............40.. 1110 8682 n By stockholders of certain acts of directors..... 19 Forms of bond issue, by stockholders............. 338 of sale of entire property, by stockholders 216 of unauthorized act of agent, by directors 281 / : INDEX. REAL ESTATE eae (See Appropriation ; Banks; Insurance Com- panies other than Life 3 Life Insurance Companies ; Railroads) Conveyance of, by corporations, power as to.. 952 authorityncof Officers ..in sin wxtewwuv oc, a., 953 Aa TEAS 8 1 Ge ie al 306 by railroad companies...............1 77" Corporation formed to deal in life limited to twenty-five years foreign corporation how extended Asses, Virol sso ie wnat pe swash Be Sr Oe eC TUN ens BAA Ome eel ep sy 8) ohn he) Lived aiuk'> articles of incorporation, form of.......... 148 ah) 6). a) ek 6, Bl ise ye! pis ade cedw POM BOIMUICIOS 2.0 voce ee ce 124 Spe PAS 6 Sale 18) (8.4 '6 (deuatipha i aniensy Or tite ye pores’ sf @e, 6) (0) 6.0. BLS \0 O.e fe ep epm etd were ls 0 Prep ertusretress 9.0, eye werece DAMS AeOmIMOrCIAl oh bs yet och he ee banks, trust companies.......05 0000020... OMe RIMM GS Not oles. cc oe bales sees, banks, safe deposit companies............. banks, savings and loan associations....... insurance companies, life................. insurance companies, other............... aerreultural societies... i. ses ces «de neieak BOAT ORSRTAAG, © oh. o aZn's ode gS NE siataotoasts building company ....... PER ete Shee pte building and loan association............. Sale of land acquired by appropriation........ 1263 Taxation of Revnriwe De mCOLporations: . .\. oi. veils veces sc eeductionnor, by: abditor ...20.,. dcsthe ss kee PO ri Vin Fein d 6 8 yrs 4 Via aap as REAL ESTATE COMPANY (sce Real Estate)— Pry LOL 2HTEIOE. <3 os c's) do + wo sited AHk 148, 124 REASONABLE— Rates to be charged DVEEATIPOUIS faded Nee tess. « RS ERO ae PUD ILCELON UTC SS ernie wut ble ve pisr shes vile sists averse toh REBATES— Giving of, prohibited MEER O Cae Ue ts en SPAN Ue oS «5 cn gshs. ataaneh Sy tev tians HUD ITCM UT UMGLON Eee eines 6 cc use. obo: ctarereseleteasieg. IMGUNANCE "COMPANIES ©... to's oe ese sane t Public utilities commission, power as to........ 2551 SECTION 8627 n 8627 n 8761 8648 178 n 8648 8648 n 8648 n 8649, 8650, 8742 10210 178n 8648 n 10210 10210 8627 n 194n 8761 9753 9774 9762 9772 9802 9359, 9360 9536 9885 10150 10179 10210 9655 8759 n 5404 5405 5409, 5412 504 614-13 564 to 568, 8982 614-14, 614-18 9404-9406, 13137 12956, 9589-1 to 9589-4 614-21, 614-23 2552 INDEX. PAGE SECTION RECEIPTS— Transferable, for installment payments on sub- scriptions Maven saad qa as, ag As 56 Hor annual franchise tax..:...{/e0Do vipa 2) 5505 Forms for installment payments on stock........ 256 REVEIVER ois. ou Soe eee SRS a ee 11894 to 11898 Appointment BTOUNG Ss laid, ae kai ate eit ee Ee 11894 Will ‘be maderwhens tn cs (--™- Seis Ey 2177 11894 n to prevent creditors from levying.......... 2177 11894 n fraud or misconduct of directors.......... 2178 11894 n 4 illegal. budinesa’ “Sa oere ase te. eee ee 2179 11894 n : WITMGUL DOUICE fe snr rs oe eee 2181 11894 n on whose application CLEdILOTS | wes ors ds ooh to ee 2180 11894 n Stockholdard:%A".11,. 6.42) -duties, ete!. . =... aeiealinseg zed? 9064 funds TEAC tS Re Onn ae es aS 9066 where to be deposited... ./..7...¥"-.. 9067 EE ceiyn ae ee he Rc wh @ vax cud tas SORA TO 9066 suits by and against, without leave of court 9064 WeetyOcrst COULENT OI0 sleet Sek Seat 22 9064 n venue of actions against...c..0.. 00. )e0.. 9065 service Of summons. nied aedtersicth. 9065 judgment against how” sabishied aciot ti yd) haanaleal eee} 9066 n LSE hinders ah Mae Satelite Ree RAE 9066 sale of property not covered by mortgage... 9068-9074 Woe an nes Ser NG ee eee 9068 title purchaser... iodwia.unory of. | 9068 petition - by. receivers: 04.5.5. .hehiwne: 9069 PT PeenIelb. ste Sess eek ee he teas on 9070 ERs Rl laa ies hoes AD 9070 pubncation of “notice. soo .0 026522273 9071 amount for which sold.......... .yweassas 9071 confirmation and deed...............4 9072 distribution of proceeds.............. 9073 WHEY PUrCnase: Poy et. Tee ee tn ese. 9074 COFPOration |... sR : LATE 9074 Individuals jKsssceo. ths tines hhian 2 9074 Bervice: of -provess. om. 3)... \.. seoda- to setise bos 11232, 11233 DUS DY 8S. ee e566 testoetin: ods6$ dose 11897 on subscriptions . .salsitaneot Aamarlaewen wat 1087 8674 n receiver of foreign corporation........ 1088 8674 n Suits against generally 2.300. scao5 s.cAogia farrier: ¥ 11897 Teave? Of COUT oo. a, Aadle: (Ateanes <3 2186 11897 n iDVD JAE STINT EY >. Sl oasleesy AMEE DINO DOCEe CaCO 2186 11897 n ROMMEAUPOUNCY SuBtCCSot parca y ewe rer eos iet 2186 11897 n DU MSCAbGMLON? tAXCS hc no hor bec ce cry Pei 9064 n by creditor to reach property wrongly in WOBReSSIOD OF Ce: e i as Se Qee ee 9064 n Taxation L subject to annual franchise fee, when...... 549% lien of franchise tax on assets in possession Oily eee Satie ee rie len Ba Aeitw ie ie tracer 3. 5506 RECORD— Minute book, or corporate Seana eee oussves We hte 49, 67 Of organization proceedings ri Gontents 172, ABE. LUNN... TIPS Tes o th. a preparation in advance......-- cee ees ae Corporate, right of stockholders to inspect..... who are chargeable with notice of po ee mie FONTS Of, «5.4 bs sie allie: vorbdebe whale. stanshele L9te 2554 : INDEX. RECORD—Continued. PAGE Stock ; as evidence ni poy RA, Bi ee nee, 1060 " forms Of... .c when not ultra vires ......--+eesreereeres prohibited, when ......-..seeseerrerreces membership in, not to be required by com- BEY ae ca ule asec eget vr ciie ve hor wnp0 eve veceaes7 ERD voluntary membership in ...---+++++s+++0 2557 SECTION 8704 8704, 8647 8704 n 8704 8704 8664, 8704n 8704 8704 n 8704 n 8673-15 8704 n 8704 n 8704 n 8704 n 8701 n 8701 n 8701 n 5888 710-60 10101, 10103 12495 9351 to 9356 5439 8673-17 8677 to 8681 8630 n 8674n 9010n 9010n 9010 9012, 9014 9012 n, 9013 n 12304 n 2558 INDEX. PAGE SECTION RELIGIOUS SOCIETIES ........0....:,.. -9900a ‘9990 to 10032 (See Corporations not for Profit; Benevolent As- . sociations ) Actions by and against trustees ..........0000.. 10021 Articles of incorporation to be copied IMte book, VER. AIPP0TtIh. (29 8653 copy signed by members .............04.. 8653 form of © 50). 00s SBT PY IY BR, TO 238 4 Building company stock in power to-aequire §i,-.-..) 5.5 BE, 10196 liability On “l8%). PP. Se ON Oe 10197 election (of -direetors ../06. 8599 M9, 39 5 F091 10198 Cathedrals, incorporation, ete. -.........002 204. 10022-1 to 10022-6 Cemetery grounds Sale‘of, ......sv2.ae5s PU RIO MISS, OF Daa: 9991 to 9994 transfer to cemetery association........... 9995 to 9997 - conveyance to township -.. 0.6. ecceee. lee 9998 Central’ societies! cheese eee es PB TSOR OF Stor 10022-1 to 10022-6 INCOrpoOratiOn «+... '5.° AA BTOT TIS Jo, ROlR 10022-1 trustees, .\..).. 248, LOIS TO OUR, STARIOR BIG" 10022-1 PON ENR S ti 4.) 8, vA, arate ra tataty fa teeta te tetsu mee ere eae 10022-3 OTS ELTA CHON bt Ficus ts td Sota tale “nly bale olp eta arate "a Tale" 10022-2 members Ahn «2 ietiatd tial ee ee Eee lr ee meee 19022-1 to 10022-3 endowment, funds ssi nines etal o's Se Se 0022-1, 10022-3 COMSO]IAACION 0 = 5 ate‘sessrahe‘e'eeta’plate'c'a s'e'ole a aala'y 10022-4 to 10022-6 ASSMOMEGION s Fer alate aperat arate ateraete oat Pee 10022-4 Certificate of incorporation, lost or destroyed, BOVSSUOC 5 ciky ucs gatokd egad seas NCR 8734, 8735 Congregation ‘i extinct, property of powers of society trustees over........ 10013 Balenaittant wen Uaioe. Bink, see 10015 to 10017 Consolidation ®F i i022 4454825 8aang pends Soe 10004 to 10007 form of sagneement: : 2.0.7.0 2292 .~ROM AO} 20 299 transfer of property, after ............... 10008, 10009 Of panisties> ebe.wents ofr te thes . BF SER 10022-4 to 10022-6 Creed or confession of faith, change of......... 10013 n Debts Uebility nok: members? .......00 ris os ese-aiead ape ce 10013 n hability.-of strastees Pa oeeaoe 8666 liability. of. properpys wie. ccedisonsas. ate 10014, 10002 Donations and bequests corporations for holding .........6.....0. 10010 to 10013 PGRET EO BAER: sisis: sere scavataun tecratahonateeanenatioions - 10011 n Ecclesiastical society, conveyance of property to churehiy fyitadniycns. Tawa ha ota 10003 Endowment fund corporations .............085 10011 to 10013 of cathedral or central religious society. . General societies, see Central Societies above Incorporation . Members persons become, how Voting Tights, sift. teieilieartnonerstere ANE property rightao, 4 2anines. a, PE AG liability for debts expulsion... secession 0.°q (00, > RMe 0. Oe Wo. 'e eb © es se aS woe Owe A eee eee eee ee eee eee eeee eite“e*e te Ma ate Tel ete ta (6 0 "ee etarere is a.m Cee WS Sey Van ee 0 OS 8 O'R Ue Se ee ee Be 10022-1 to 10022-6 8625, 8626, 8655 8654, 8653 8654 n 10013 n 10013 n 8653 n 10013 n, 10020n INDEX. unused or abandoned real estate, sale of.... 2559 RELIGIOUS SOCIETIES—Continued. Members—Continued. aio A ab majority power over: property So! yoo, Pal, | 7 55 ¢ breach of ate fPaswesoerragsaies pee Lied he Property, see also, Real estate below : generally . .9 1491801 TOGOHATE JO gytaile 10020 n power of majority over ... Mielter, 9}, hero. 1007 8654 n donated, diversion of ...:% .18iu segs ,-: 10020 n trustees in possession, protection against se- coders "340. SPSENIt. 20, viata, oF 199 10020n power to acquire, by devise or bequest..... 10011 n power ofePusters OVER i. i ek cee bis 10013 actions concerning: .....isssieiaseass SR 10021 division of, on separation ..........0..... 10013 n liability of, for judgment ‘against society ne trustees Ss TPb Tessa eri etesreasre er 10014, 10002 Publishing or printing houses, incorporation of.. 10018 expired corporation, renewal ............. 10019 Real estate incumbrance, sale or exchange of.......... 10051 to 10056 PCCITION «vc uses csciascsstsanee ees 10051 publication of notice. ........ 0.000004. 10052 Pe kre Gaia Wis pou Aye Riviere. ores kas 10053 hearing: .-SUO34 tN as BOE, 10051 PALO ISOLU TE OPP COULD «arcaeety isshe cats) x/s, cregeceisiot 10051 confirmation) JQ UGT EO, 22 Tors 10056 when valid without court proceeding... 10055 sale of . unused ‘or abandoned «i. 5::565¢6055.2% 9999 to 10001 of extinct. congregation wy. 20.0026. 10015 to 10017 held in trust GeseOnt +) ,-erasciseasdosssscses se dirs 10020 MIN tpeayel QUEMUIEY 5 oi: pss cis o cin a oso gon sie 10020 Ce RS | AU i eRe, ee eR irc 10022 title to, when unconditional .............. 10020 n reversion to! grantor «5270 One se ON 10020 n ett) sates sia tas c's tae eet oes ia aloe peas 10020 n actions concerning .....2. 2-62. eee eee eee 10021 conveyance of church site, by trustees to congregation 2060... ee eee. 10002 liability of, to judgment against society.... 10002, 10014 conveyance of, by ecclesiastical society to CHUTCH Gegus ers cates 2 se ee Os pate oe 10003 powers of trustees over ....-.6- eee eee sees 10013 conveyance of, to society or trustees of same denomination: .-.- bala okempia nie’ ste Salurergp « Forms certificate by, to transcript of minutes..... 279 provisions in regulations relating to...169,172 SECRETARY OF STATE— (See Articles of Incorporation; Foreign Oor- porations ) Articles of incorporation filed Willies teectawarerene sie filing enforcible by mandamus......---+--- 928 defective or illegal, refusal ...-.-++-+++++- 928 refused, until fee paid ...----++sssererees GETEIAed COP¥ OF connie 0 neieriedsinrestews ¢ el e™ of agricultural society, township EVGA CAAT UETANEP. no-par stock corporation...+..-++ss-- (Aesunl pha aa. otra echo a oa sees educational corporations, COLbAM ester humane society ...------ccesteseeete? hydraulic company .---+-+7s sett 2567 SECTION 10057 10058 10059 10061-1 9491, 9506 9459 9460 5364 8660 n 8664 8672 8660 n 8672 8673 n 8673 n 8660 n 8664 n 8673 614-57 12472 8626 8626 n 8626 n Vie 8629 9911 8728-1 710-44, 710-46 9966 to 9968, 9973 10068 10125 2568 INDEX. SECRETARY OF STATE—Continued. Articles of incorporation filed with—of agri- cultural society—Continued. insurance companies liferndde Rts. einwlaw hs. «ci0.00 ey Ee 9340, 9341 others thantélife bw 4s. Peed a 9512, 9513 consolidated, other than life....... 9544, 9545 2 live istock<4}.'. fants ce $o nw eve see 9609, 9610 mutual protective, fire ........... 9594, 9595 railroad company CONSGLIAAL EM iaieh sens ine het NT OE 9029, 9030 TEOTPANIZEA we ls = 4 vse vies dee sts COA 9081, 9093 purchased at judicial sale............. 9077 Teligidus BOC Mes cance cas ess ease kee? 10006, 10022-1 salvage company ....5:++::1Gh anon Sate 9875 society to apprehend horse thieves......... 10200 telephone ‘company ........0-ccseeseee os 925 8625 n turnpike /companyr pwta css 6, dub) lel tren ere 9229, 9230 9295, 9302 tiniomedepot Company... so. ss we nc s'e oe bom 9160, 9162 young men’s christian association........ 10024, 10029 : Cancellation of articles for failure to file re- DOVES ROIs DAY e TARO oot. bein cir lade is lee’ 5509 : Certificates filed with | subseription, of ten percent... 0.0. sein ees 8633, 8634 . change of location by certain associations 8652 | capital stock . IN'CNOASOATS. ces tres % cage sais wade eee Cees 8698, 8699 TOMUCHION: © 04 shes xtednta atete a lalens cera Gets 8700 dissolution. or retiremend. | gorse, ae «5 Po eant 11974 to 11978 . 5521 ; AMendm enbworearkicles —; i. 4. ace als aus 8721 of manufacturing company .......... 10136 oficmining Company... cs nanenaee oe 10142 Conditional sale contracts of railroad equip- ment or rolling stock to be recorded OR M160 WIRD es Coe sei he ohn 9060 to 9063 EOS eticy sabedaee ges Spee fa Biter eeu tcs MY aate my atta Lol OR reeana one ronan 176 Foreign corporations for profit ; to procure certificates from.............. 178, 184 FEES APS TAT ABR ES ate 180, 184, 185 cancellation of certificate ........... 181, 5509, 6394 certificate of withdrawal from state...... 5521, 11976 et seq. Railroads, filing of certificates and agreements HOMCOTOAONUS) Us Ve aves tala ss be ata aire aid cere 9032, 9060, 9062 CHARM OF PALIN GY Ere sin AG aisles alo wee eeistie Ramee 8748, 8750 extension of-alitie: grog th, ee Gelamrornnoe sk. - 8772 CONROE OR iis ws Lm wares akin AS oe 9029 reorganization » Arar .ceptitie. hal. aidetae 9081 increase -of capital stock swabs. vel ole 8818 terminus: (on state, line........ Semis. sulle 8746 Religious society, reissue of lost certificate of IN.COPPQRALLON >) -y-ichasspcteasporsusenaent netgear cee 8734, 8735 Reports to tax commission, of new and dis- solved corporations ..iieiaqgear aed 5514 INDEX. 2569 PAG SECURITIES— 7 cache Investments in (see Banks; Bond Investment Companies; Life Inswrance Companies ; Insurance Compames other than Life) Company, form of articles: ::i:::20... 20207! 149 pale on (“Blue Sky 2+ law) i535 40 JBSUERE eee 6373-1 to 6373-24 SUMMaATY SOLF sAvk ee Pies eee eek tee cee 34 licensed dealers only may sell............ 6373-1 ORG OW DUO MS err. ieatsete iit er adtieter Lotare eke ore attics 6373-2, 6373-10 6373-14 certificate from commissioners as to se- curities When Tequirsde teem POs Yea 6373-14 APPUCAtION. -LON + sansaen Peto se ete ae ewe 6373-14 investigation by commissioner....... 6373-16 EXPOUSOS? Obie as cosa eee sae Me teres 6373-16 contents. "ofe!. 222 OR ees 6373-16 refusal; remedy of applicant......... 6373-16 must state that securities are not TECOMMENAGE ATS PS PE Le 6373-17 annual financial statement by issuer...... 6373-16 brokers and agents must agree to pay is- suer 85% of proceeds............... 6373-14a commissioner duties of, vested in Department of Commerce «4 feiss. cova. coe es 154-39 power to investigate violations of law 6373-6 superintendent of insurance is, when... 6373-19 clerks, eb@P Gy. 216. HOP RISI oe 6373-24 contract obligations unimpaired .......... 6373-23 dealer lenitod Mant. te ebay © Oe hn aeuien 6373-2 TOUTE RRM FRRPER NG ow o's 8 oe care Grassi oslieie oa stag 6373-3 consent for service of summons...... 6373-3 GetnitiONs AN! ACE sch oe now iene fee ehnile +e Bis — 6373-2 information to commissioner as to securities when required .......+--seeerercrrete 6373-9, 6373-19 when not required ....---+-+eeeeeeeres 6373-14 insurance company, stock of form of contract for disposal of stock — . of, prescribed ...-+-+:+rereeeree 6373-12 commission limited ...-..++-++see009- 6373-12 duties of superintendent of insurance... 6373-19 liability , t f advising purchase without disclosing Aa cians agency ..-+-+-eereres pe enens eens ee untrue statement in advertisement, etc.. 63 3-18 on bond of dealer or agent.......--- me GEM AIT CCHIT Fi a iene oleh fee shale ncormnantiniges aan limitation of action ...--.+--++++: eae other not limited. ... 2... virile ieiten see 3 license of Sere 6373-3 TLIC LOTR eat beeen tte. ig “eben ate ze tose es i" publication of notice of......----- paki Hhond «BLS. ZILIEGI. RGN. ee eles areca granted ‘wiiem lw). sisi s te. dtecen ss 6373-5 PARED Rice a tance arated treme pire eit ee 2570 INDEX. SECURITIES—Continued. Sale of ‘‘Blue Sky’’ law)—license of dealer— Continued. of ‘agent. of: dea lary: yvaawswndls aged ss pn IOI Ca Wea ect ge hs Angle M0 go ake beeen ae RC TEV OCAULON Lf ye ee eee a revocation or refusal ‘of <4. ¥4.Al. #4 ake OLIGO Te ee pit een ae Te ie Une ta SUT Ges toe sot 0 a Pater ee ean ee ede penalties violation of act, false statements, ete. offering to sell securities without au- thority from commissioner....... false statement to commissioner, or in- advertisements * 2/55 ual. dee unauthorized statements in aid of SRLS oe, saa ie at a ne ae ae ee sale of securities of insolvent issuer, knowingly prosecution for criminality.......... prospectus, etc., copy to be furnished com- BLBSON EL "sv wpbl-iaeh. dees aeetaed Bis purchaser of, remedies on bond of dealer or agent.......... SPAIRAT AATEC ONS oo cite eee eee against one advising purchase without disclosing agency ......... asdesi other nok ,himited, it ahiev-'sa es peaeaciabl- < vénwe of actign ut aixactedd do dnehie securities of no-par corporation are under jurisdiction of commissioner......... © © Bo oie fe(e oleae ois ele chee SERVICE— Of process On corporation: <:22sey acs 2ai 50203 12. 880H) on insurance company .............eee0e. on, foreign corporation’ ys), A. A202, <1. oR on receiver of *corperation 1?!) .10%, Jose no2, by. publication +<< gevtinaciear.2s eS Orel in suits before justice of the peace OF corporepienesAMUy, 1) See gus On EA roed\ COMPAH Ya oc cameos ue on. Insuyahee company 2. . OP CoR Teg on. foreign corporation ® 3.322225 2.52.03 on corporation garnishee ............. SERVICES— Stock issued for, escrow required, wher...... form of escrow agreement............... SET OFF— By subscriber in suit on subscription.......... Equitable, in stockholders double liability suits. By stockholder in suit to enforce double lia- Niability iy. ccww e auaete ey ene 1123 Subscription against debt due to subscriber..... PAGE SECTION 6373-4 6373-3 6373-5 6373-6 6373-7 6373-8 6373-20, 6373-16a 6373-20a 6373-16a 6373-20b 6373-20¢ 6373-6 6373-11 6373-3 6373-18 6373-13 6373-22 6373-3 8728-12 6373-2 11288 11289 11290 11232, 11233 11292 10238 10241, 10242 10243 10244 10266 1099 8674 n 8697 n 8686 n 8632 n — SEVERAL, liability of subscriber 8) 0 (0 % ous w\e 610 ere 6, 6 apale ee Cue io Sim 10a) O16 mR EeKe eo nee Dis ShOgn) STR8 ae Pasge 0 6.06 gee 68) 6 Oe ere e 0 0 8 tLe 0 6 8 0 6 Ob Bie O 6 @ 0), » Sebo 46) gle) 6) 0: 6600, ay 6-8 pe 6,50) eked) tv lel =) hs 16) b-e. 61 acs 18 Te Ge ove, Oe) 6.9, 6) om, s, 08) 16, 0, ©, 0, 04.6.8, 6) 4 816 Pe ee ee an Shiite jet a) Ol. 6.0, 676) P5eUb. 0) v9, 6) e700 8 eh.g PR ty a) Ome Ce y CnC x BC i ote 6-6 Gat mone ee 014 6 6.0 a 2571 SECTION 8630 n 10157 to 10162 10157 10161 10158 10159 10160 10162 10160-1 21 21 47 192, 5372, 8674 to 8625 8682 5408 8676 31 8728-1 et seq. 9199 to 9203, 9206, 9201, 9228 9205 9213 9215 9216 9217 9219 9199 9199 9200 9205 9202 Consolidation. . Foreign corporation, powers Grade of streets, power to change...--++++++++> passages, bridges, etc. ......2--eeeeeeeeeee iat dhaikete .@n0' eb 's) eye eusyie:« tee 0 elere is Bre months... AMANGONIMMCI Gis Peet cele sorts cle! tis hse) sisters: sive sale to railroad abutting owners, rights of sale under execution or foreclosure......... piiviieve: 0.8) 6) pi bue) "0 86; 6S ee oO ele nae) vahaieteinys he ie le, PO0 0°89 Ris 8. a SUR eye ea We mesio Ware nevere, 6 Lele Capital stock increase of limit of preferred stock Rea AMA BT wel Yee) 2.0) 98 6) 60782 e658) 9, .0),8" 8) Bes Lott emmiateliaalsieue 16.6 6.0 16/01 e Lm 08-640 'e aS ate Nel MLA ewig e\.¢ hy BO 218) OC OESL oe domestic and foreign companies Sena aioe method of 6 bh eee, Se eae) s 8) 8, rec tact ty) Oke ek Tie Directors securities sold to, below par, void...... Ravgo personal liability Ar i ee G6 2 6.8 064 0 Opes 9204 9207 10126 9208 n 9208 n 9208 n 10127 9218 9219 9218 9224 9225 9226 9222 9223 9228 9204, 9212 2572 INDEX. SHIP CANAL COMPANIES—Continued. PAGE SECTION Land . MBY (ACQUITE GE hinlarse cess =o a aes weeps 9203 APPTOPTiation, OF 50:50, <0.0.2,esale2s)sueie4s rene MAD 9203, 9205 “ 9206, 9213 GOMpeNsation ¢etudals wes ci se4 Shas SS 9215 acquired from state, title, ......-.2.¢24+s45; 9203 n gMortgage:. . seis. cedaesscense: hethlidere. sos 9217 foreclosures... Si hahis> toes Oakes Ge neta ere ae 10127 Powers penefalosiing sti. sli « seaa ahem Lads haw bse 9199 to ‘acquire: lands 4.24). «snpievees on spatial 3 9203 by appropriation 9... ):.6 shee ele ewes 9203, 9205, 9206 9213; 9215 to construct, canal . ine sa swipteen dp ts gids sme 9199 to construct passages, bridges, ete.......... 9204, 9205 to produce, use and sell power............. 9208 to acquiresvessels 2.2... .0555025 930+ tealierds 9209 to build and operate dry docks............ 9210 to acquire and operate telegraph and _ tele- phone lines ..s.xose secancsaugss W0a9G 9211 Prineipadgeffice «:. . ocsasiisiga v4uks as sene an 9220, 9221 Railroads, certain laws relating to, applicable... 9227, 9200, 9201 9214, 9216, 9218 9226 Stream, use and occupation Of. . .. 6 05. seca es 9205, 9213 Streets. and highways diversion or relocation .........-..++eeee> 9204, 9212 Decupancy of ‘da. ank.ons swe kbink “She > em AOS 9214 Water power to lease or sell .........--+ee+ eee 9208 drawing, off canal, prohibited during cer- tain monthd’(! ... 00d... TOStaeee ee. 10126 Wharf, dam, etc., appropriation of............. 9206 SHORT, visalesof Stocks o.ci cod oct or ot ret ctieteticn ch otot oval ater et at 1107 8682 n SIDE TRACKS— Power of railroad company to maintain........ 8745 to remove or abandon.......... RP EER Ce 1196 8747 n Adequate, to be provided ...5. 05,. 5.0.4%8) sleyere ofhy8 on 519 Appropriation of property for 2.22... sce sees: 8759 DISerimManatiOM wet ULNiS MIN Ore eastern aman a 8990 n PE BO ae Me ete sro mare wn nratedes ee Resets os ie 1204 8759 n License f69 0 0. ess coe so sierg on 5-2 te Rad a enertapa etal 1209 8761 n TyT StreeeS cee tl os ae tate eee PEER FE Hs Bre WEEE 1218 8763 n Street crossings of, may be at grade, when..... 8902 OPA MOGHXTUTES; AS. \.ce id wis styielclele Seale siarecetert ating 1196 8747 n Private WAL DEO . os wa. sop tenak ta sew eae 1898 9000 n rights of shipper owning ..........-.ceees 9000 power of commission over ....-.-++++++e0% 523 when railroad company must connect, for shipper’ <5, «tetsa-c «sant ae tee Mb Rae 8990 n Angles, in, to be blocked .. i... ease eee cie ones 9009 penalty for non-compliance .........+++++- 9009-1 liability to employes injured ...........+-- 9009 n es INDEX. PAGE SIGNALING COMPANIES— Public utilities commission supervision and control by arepepupliesutilities: Wnder eho. «cise <0 « HD) GAIT esa ste nelss arc uckeyaiaiciy dead «84 st he nyse aeaas Taxation, of property O10 Jee Sin fe! 0) w'.6.'m 10) |'9),0).0 2) A 6 046 e teysice) 6, W's, 40 ee P see) e) Oye excise tax (See Public Utility; Public Utilities Commis- sion; Tax Commission) SINGLE PURPOSE— Of corporation SLANDER, Corporation may sue for..............-. 947 SLEEPING CAR COMPANY (see Public Utilities Commission; Railroads; Taw Commis- sion) — Public utilities commission supervision and control by ....--++++-+++-- a “railroad”? Under .2:.-.. veers - 2 eel see as a public utility. ......---seee reese rene: Taxation of property tax 2)... .600 8 Dee eee ee eee eos OX CISCU TAK © s ccck clove whsla.e 'w ofe Woliefelede olet a'sierersie’ es Dafineeees Sow Boe Tags Lae DIES Ap ays ys SOCIAL SETTLEMENT ASSOCIATION, form of AYEICIOR re need, trans o Fo ies eT A 244 SOCIETY (see Agricultural Societies; Fraternal Benefit Societies ; Corporations not for Profit )— “Corporation” includes, in certain insurance laws Exemptions from fraternal benefit act......--+- Piumane . »- Ssdlsl..«, «occ Sede Gb Sarid qbtoe rts Bor SAVINGS AeHisecsccretc eters sale BAhHe SOLDIERS— ; Honorably discharged, corporation formed by. SPECIAL— Meetings of stockholders. .---++8s8erttttt? Meetings of directors ..---++++srrrrtr* SPECIAL CHARTER—_ Corporations organized under by what law governed ...--- aries hgergitinn acceptance of general corporation law.,.--- Privileges, assignment A PE fe Te Repeal of, not accepted or acted ON..----*+5+7° fiavocable until accepted... riteg erty” Effect of constitution of 1851 upOM---.-s7r-r rr" Judicial notice of pemar edge rah 4d yet ‘t By Contracts' for usurious interest, under ...-----: ¢ 2573 SECTION 614-2, 614-3 614-2, 614-2.a 614-2, 5416 5420 to 5431 5445 to 5448 asia eysp shone sedge: 20s Ghia Gee coroner 5483, 5470 to 5492 502, 614-2 614-2, 502 5415 5420 to 5431 5445 to 5448 5462 to 5469 614-2, 5416 634-1 9491 10062 to 10084 710-145 et seq. 8625-1 8731 8732 8732n 8733 8733 n 8733 n 8733 n 8627 n 2574 INDEX. PAGE sECTION SPECIAL LAWS— Corporate powers, can not be conferred by...... 399 Const. A.13, §1 SPURIOUS— Stock, see Overissued Stock STATE— In which to incorporate, selection of........... 8 Credit of, corporations not to be aided by...... 397 Const. A. 8, § 4 Can not become stockholder in corporation...... 397 Const. A. 8, § 4 Can not assume debts of corporation......... 397 Const. A. 8, §5 Creation of corporations, power ............... 931 8627 n Incorporation in more than one, effect of....... 422 194n Foreign corporations, right to exclude or im- POSE YCONGILIONS ON. \. 6.0.5.5. wt ota ope mee ae 429 194n Liability of, on. subs¢ription.)« ec without par rete tate BRL RET a3 advantages and disadvantages...---.+--: 3 bonus, ars as a, with preferred stock.. 975. as SE deal pees eric ae Sele OR RTL ai ila SAR PRCATTATOTIMT OL) eerste cree ec dibie eeyeiensmneg™ ees 8 ei7abe 2576 INDEX. STOCK—Continued. PAGE SECTION Contracts for sale of : when» writing .nequired:.: tisd< «am is «ees nale 8682 n by corporation to sell for stockholder.... 8682 n payment to be made out of dividends....... 1105 8682 n of corporation “solvent or insolvent,” con- BideTatlOR per ducin- ta- sabe -seiaaroce - be duster h 1039 8661 n qualifying shares: ©. wus (sa lebreta- bi- NOtMoo ent subscriptions and transfers to be registered ° by “secrevany: hi eso a Sek cts cree eat ate transfer books of railroad company opened In other states ocx nes Ay aE te oer Right of stockholder to dispose of............. 1104 by anetion sale soe eer ee eos ore een 1104 included in assignment for creditors by stock- HOldE OAS eee eee ee ee eee 1104 Dy POR eS Se aa oe stare nt eer en ae et cE 1104 Dy. pitt rs a cae ee cele eve ae ete eae eae 1105 contracts for sale of .......0.... 0. ee ee ae, 1105 Sales by corporation, below par ............... 974 When” UpHelreesn races ce tend aa ke eae een 974 liability “or puUreng ser. eit caek lal sine ae a eee 975 liability “of transferee? .%: 2's 5.5 ae ea 975 Sales by corporation, to dinectots and officers. 977 to obtaint/control eye eo eee te eee Latta on terms more favorable than to public... payment out of secret profits at expense of COMpOreniOr Fos TMP oy fee aes es of railroad company, when void............ Sales of, regulated (‘‘blue sky” law).......:... licensed dealers only, may sell............ PXCENTIONS “Weta eee ee eee chee nate atone when corporations may sell by its officers information as to securities .......... certificate of commissioner as to securities. . APPUCALION LOR PU oe ee a stare eee information as to securities........... What Ted tined wives’. isterria sneer stein seers When Unnecessary. *.\t Mtge teamtene ete « examination “of *1ssuer as 25 PORNO? liability advising purchase without disclosing HO OUEY pata ik a. Se alae as Ree ae untrue statements in prospectus, ete... OL FETTECEOLES nove dite cata Sera ete aca telat - other not’ excluded ‘3.00 ae o's.» ¥ penalty, violation’ of act, ete eT eee Sale of entire corporate property, dissatisfied stockholder to be paid value of........ arbitration ‘of “value: »\.4°.".1.7.' "eam =» afee ele ss Subscriptions to, see Subscriptions 977 SECTION 8698- 8670 8669, 8728-2 8669 8728-1 8728.2 8728-4 8630 n 8798 8673 8673 8781 8682 n 8682 n 8682 n 8682 n 8682 n 8682 n 8630 n 8630 n 8630 n 8630 n 8630 n 8630 n 8630 n 8630 n 8798 6373-1 to 6373-24 6373-1 6373-2 6373-2 6373-9, 6373-10 6373-16 6373-14 6373-16, 6373-17 6373-9, 6373-14 6373-10, 6373-14 6373-16 6373-13 6373-18 6373-18 6373-22 6373-20, 6373-21 8713 8713 to 8717 ee a a, a INDEX, 2579 generally + *OUNO MTS Wank oeawead waste 88 in Ohio corporations, exempt ............. 192, 5372 in banks, not exempt jjnoi%. 44. xotannv ya 5408 in banks, returned by bank, not by stock- MONEE Ves wes shy rela ea host's nae toe ean 5411 in national banks, taxable.) . eifrrsitdns: tes os 787 5408 n ; deductions sulden gonna apeced ea ee nea ate-syare. neartaly 5412 n, 5324n in foreign corporations, when exempt...... 192, 5372 constitutionality of tax on............ 420 192 n Transfers of, see also, Transfer of stock transferee may require registry of......... 8673 stock in name of decedent, consent of tax commission necessary before......... 5348-2 Value of, crimes relating to issuing prospectus misrepresenting......... 13175 false statement affecting ..........:....%- 13383-1 Voting of number of votes stockholder entitled to..... 8636 may be limited in articles............ 8638, 8639 CUMUMALIVEDT .is 5x5 Sele OMEN cfd. stale iss 8636 byp POT Gl ode dios hua als bs eos. 995 8647 n by registered stockholder ............+- 65. 995 8647 n transferee... aatita. niaon nines Hae cals 61 pledgee of treasury stock ............. 995 8647 n holder of preferred stock ............. 1055 8669 n on which installment due and unpaid....... 8636 Of railroad company, see Railroad Companies Of union depot company .....-++eeeeeeeceeces 9161, 9163 Forms subscriptions to, in book ............++4-. 162 subscription, separate .........e+.eeeee eee 163 subscriptions, calls On ......-++.++-eeee eee 254 COrbificAteS: Of. ca ..-' co made att ele Staats gs 257-260 resolution of directors authorizing issue of for property .....-.eeeeeeee sees ee eee 189 agreement to subscribe for, corporation to be organized in future .....-++++++ s+ 300 pooling agreement .......+seeeererereeers 301 option to purchase ...---+seesseseeeee eee 313 option to purchase “book value,” etce........ 313 option to resell ......+.sseseeeeeertene eee 317 transfer book or journal .....----++++++ ++: 264 eae GaAs oc 6fels ne Reiss o mamod RT 378 tt) 265 escrow agreement ...-seereseerecrrerees 284 263 SIT RTO OK Gi vo ccsecinicio ss ce pote a zysres nin 2 Sidelsie ruahe tens Certificate book a8....cscyecccececureseeeep aes nee 8673 n MME Cia. Si Shad stele reales <2 ops MOSES sls STOCK BROKERS, see Brokers. STOCK DIVIDEND— peas 24 n Surplus profits, only, may be capitalized....... a a Form of resolution of directors declaring.....-- 2580 INDEX.. PAGE STOCKHOLDERS— (See Banks ; Meetings; Forms; Stock ; Certificate of Stock; Dividends; Transfer of Stock ; Registry of Transfer of Stock on Cor- porate Books; Regulations; Sale of En- tire Property) Rights and powers of, generally............... 17 Acts of, when binding on corporation stockholder as agent of corporation........ 1020 corporate entity as instrument for fraud.... 933 estoppel. of corporation by action of all stockholders. 5 -. - 53% s CUW2/Res UUM PRE. i 935 Amendment of articles of incorporation by...... As notary or witness, deed to corporation...... 935 Bank double, Hability oc... RTE 2 aioe, 401, 628 LAXSATION OF 6.30%. osuala oie sneer alee assessment on, to restore impaired capital Business of corporation not managed by........ 1016 Can not interfere with directors management.1016 Capital stock cwned by, not by corporation.... 924 Certificate of stock, see Certificate of stock entitled to; for. paid. up. stocks. S200 001. J: not’ indispensable 24. 4044.0. 8A HOSTOIATS 1058 Cities, counties, etc., can not become........... 398 Consolidation of railroad companies Tatification DY. dss cccsssseeves ess. POG Control. ot directors Dv. 0205, «2. oes sc ugiee ss sow 1016 Corporate powers exercised by, when........... 946 Corporation an entity distinvt from............ 933 fiction. disfegarded. when. ). 5.0.1. 0. 4, FiLGn . 933 Creditors of, remedies to reach stock under uniform transfer act...i....0i.... certificate issued prior to July 1, 1911.....1078 defenses of stockholderie.. 202. atone. « 1078 Defined, in double liability law..:............ Dissenting, rights of on sale of entire corporate property........ on consolidation... s\ heey BOON ., Belew. Dividends, payable. to whom............+++0.- 1164 Election of directors, see also Election of Direc- tors Howe COUGduUCted | kes duinusnatde tial eieeun tensity: 60 top be: by Mballotisaes «ase tab aeet be aes hai Certificate Ol A reeeics dodaci Henaptele inspectors of election. ....6..cseceeeeaens cumulative: WOKING sits ovets eine sein injunction against holding................ 998 number of votes necessary £0 a. Choice, . iid se cacn es we when votes cumulated..............-. stockholder entitled to...:..........- PLOKICS® ei las wee ne rate vohdterd hota tebe atl, Mehl bh 9 Metall 995 UMEAIT be sss ois a le SMI. Bledel ete «late de 997 SECTION 8 8660 n 8627 n 8627 n 8719 to 8723 8627 n Const. A. 13, §3 710-75 5407 to 5414 5672, 5673 710-30 8660 n 8660 n 8625 n 8672 8673 n Const. A. 8, § 6 9028 8660 n 8627 n 8627 n 8627 n * 8673-13, 8673-14 8673-13 n 8673-13 n 5689 8713-8717 9034-9036 8810 to 8812 9057 8724 n 29 8636 8637, 8644 8637, 8644 8636 8647 n 8636 8636 8636, 8638 8647 n 8647 n Le F. INDEX. 2581 STOCKHOLDERS—Continued. PAGE SECTION Election of directors—Continued. validity of, how determined............... 998 8647 n minutes of meeting for, form............ 268 closing of transfer books prior to.......... 8642 list of stockholders entitled to vote........ 8642, 8643 Estoppel to deny corporate existence! iit. . 0. 937 8627 n to deny that regulations were properly adopted ORIG! Oh. 2 PORAIOTE , 20..% 1141 8701 n to question bond issue authorized by them.1149 8705 n Foreign corporations, in, lability of...... 816, 426 194n, 8686 n meeting of, not ordered by Ohio courts. ... 426 194n inspection of books by, when ordered by OHIO’ COUTTS: args pentose sins sters Meat stiretare cee 1061 8673 n Increased or new stock, right to subscribe: for PE De 56 182 satan atetet el ore in ae: Wek 8699 Inspection of books of corporation by.......... 8673 Judgment against corporation, right to prose- cute error..or -appeak.:...0. OF 2593 2 2s 1033 8660 n Knowledge of regulations, are chargeable with........ 1141 8701 n of contents of corporate books, not charge- UNS SeNVICUH BE) ae Pols hl Rata T. tots tetetotet stshatet «tai so ay 1062 8673 n Liability of officers to...........- eben eee eee 747 8660 n Liability of ‘ Im general: .. 0566.6 oe ee eee eee ete ee eh al RS) limited to unpaid stock........ 400, 1118, 934 Const. A. 13, §3 8686 n, 8627 n except as to debts incurred prior to WOR 28, cL Q0R irs dicciy x ete mipeusp eine 8687 except as to bank stockholders.... ... 400 Const. A. 13, §3 on agreement to pay corporate debts...... 1118 8686 n on subscriptions ....-----.+ssee eres ee eee 1089 8674 n where certificates received without consid- BLA OWE yet Cee ae gern core ere 1090 8674 n on stock purchased for less than par.974, 1090 8630n, 8674n on watered stock........-¢.-¢eeeeeeee eee to corporation ...-..-.- see eer rece eee 976 8630 n FO CLECIUORS toate s sient oes > oreelent 976, 1091 8630n, 8674n acting as if increased stock had been sub- SCTIPEGSA 4, tee eaalnees ome eet ore tees 1139 8699 n for ultra vires actS......-.-seeeee eer eeee 943 8627 n as partners, not liable as stockholders in foreign corporation.... 426 194 n stockholders in de facto corporation. 936 8686 n, 8627 n where corporation organized for illegal pur- CT pel I RIOR Bore Me AD ea IT 939, 944 8627 n HOT, hd Mee oe ele nals cre y's 400 Const. A. 13, § 3 double statutory pris pe repeal of, took effect when....-----+-- 8687 n adie as to bank stockholders........ 400 Const. A. ae oe exists on debts incurred prior to Nov. 95° 1608 LAGMihd...0F Rea ios 2 8687, 8686 of Pramalerrel? “ace stec cs cect eres cree ts ee $raNsleres’) asic crore ca creei eal ene eres nee pees renewal of. note, effect of...--+ +. ss: ooo registered owners, prima facie liable. 1120 2582 INDEX. STOCKHOLDERS—Continued. PAGE SECTION Liability of—double statutory—Continued. debts assumed by new corporation.....1120 8686 n nature of, several, not joint.......... 1120 8686 n a secondary obligation only....... 1120 8686 n contractual .sjs5 sh -etinins etelebo 1121 8686 n a provable claim in bankruptcy. .1121 8686 n control of, by corporation............ 1121 8686 n enforcement in Ohio, of statutory lia- bility of stockholders in foreign Corporations sd aheseiddshidioae dee 1121 ' §8686n contribution between stockholders.....1121 8686 n what stockholders liable.............. 8689 equitable:nowmer “wedsns sub .aglaed - é 8689 trustee oad. te estar pelea sae 1127 8689 n pledgee ‘odinvadius oY. theres) a5ate - 1127 8689 n jegatee of stocks «ccs.i,0,6,ae¢oictetnne 1128 8689 n broker’ wy... . Ob 8691, 8692 TECelVer id «re. maces RE Ace aecey Nour 8691, 8695 GMAMMONE eo o\s:c:ojsiclakpaseinies bare we 8692 n, 8697 INGET Sty wi). went loca eeler's) sis aSrereheas: oe tene oud 1131 8692 n APPEL vant corona bts seis sone ees 1131 8692 n ascertainment of amount due..... 8694, 8692 n 8693 n application of assets to reduce.... 8693 n non-resident. stockholders ........ 8693 nobkice sto; creditors... . esc. © ieperehe 8696 presentation of claims by creditors 8696 n BELOTRRYA: TOCKs of ain ae Ga ensea PRs os 8697 n equitable: set Off. t5: unas oy ete deanna 8697 n attaches :-WReM 9 5.0.65 95,042,408 sn Seta 1122 8686 n bond :aGQAinst hs hed on eninge te ergp eee 1122 8686 n defenses of stockholders against double lia- bility waiver! of, by creditors; 6d. ess... 00: 1122 8686 n discharge in bankruptcy.............. 1122 8686 n denial of insolvency of corporation... .1122 8686 n settlements gh itsianvcy uralavet reeks 1122 8686 n objections to claims of creditors.......1122 . 8686 n Bet Ol “sarice:- lacmeat hte. vat= bgeioebarry series 1123 8686 n insolvency of stockholder............. 1123 8686 n that no certificate was issued......... 1123 8686 n statute. Of Limitations: yyy.ccmsst auiecsiseh ee 8688 Majority, power Of. 2.0.6 05 Helis olneitley oleae ity! 8 to change number of directors............ 8665 to adopt or amend regulations............ 8703 Meetings, see also Hlection of directors remedy of stockholders to compel call- ing Of) girl daa), Sas asad eeeOF 993 8647 n COMAUCH (OL, . Asta bola dans ha vende 60, 63, 64 publication of notice, method............. 8720n 7 ———s — INDEX. 2583 STOCK HOLDERS—Continued. Meetings—Continued. rele atte of foreign corporation, not ordered by Ohio Se ROUT 555 Lae a savas et gb tee DORI 426 194n TUNERS: HOD er rn ed tin Kore. Ger, SM 67 motion and resolutions................... 67 first Moles 5 ie wre ats, Ait ie a ES 87 8635 should be held within the state....... 984 8635 n regulations adopted at............ 57 election» of@directoray) ees, Pees, 8636 pinte: for holding’ +2 6: PERN Pe eae 8635 regular or annual ee eee 63 8647 AO THC een alot oe seme he ie aot eer Cr ne 63 8647 n effect of failure to give........'... 994 8647 n- closing stock transfer books......... 64 8642 prepicing- officer, eteyccsere e COPSR URE 63 COTE ee tepeteche ews: sieeve iets tha Sacayria ere ae 64, 995 8647 n OLGErH OL SDUSINCES ee ae eos SN oe ene 65 placenom holding 2 ea tee Se eet eae 994 8647 n LTO, OVID Ogham he cep pot eae ie OOO NOOe 993 8647 n provisions of regulations as to,... 167 moos | A ae cae ei SOL ari 66 31 Gal OetO (L OLE st Os mons ater. seerories > Mime stor 66 MOUICCH OLR nats < cais cerrisere eater tere ees stole 8647 what business may be transacted at... 66 provided for by statute for specified PUTPOSES: I ee eek ee ee 67 Minority, see Cumulative voting ; Suits by stock- holders on behalf of corporation Mortgage, assent of stockholders to, unneces- TAD BASU Os Domeng dee EE La a Wi MI 1149 8705 n exceptions, convertible bonds.............- 8709 building companies ............+eee0: 10210 estoppel of stockholders voting for......... 1149 8705 n executed by, validity.....---...+sseee ee 1149 8705 n Not subject to injunction for acts of corpo- TEER OS a Pare DRDO CM Dora TNO ae 1118 8686 n Powers of OENSPAL apiisc = cess sas npe resets Ae And to control directors........-+eeseeeeee eee 1016 8660 n to act as agent of corporation........-.--. 1020 8660 n to adopt or amend regulations........--.. 8703 to restrict officers’ salarieS......-+-+++++++: 8704 to elect subordinate officerS.....-..+--++++- 8664 to choose inspectors of election.......-++-- 8637 n to prescribe duties of officers....-.--++--+: 8704 to revoke dividend declared out of profits.1164 nee Proxy, May. VOte Dy oo. ek oe eee eee ee ene |! Pe eetion of , + eee Perit eg ch iy ie RRO 996 8647 TORE TTA MB SASS Balen ee De TE 995 8647 n Registered, entitled be Aa Se pr et 995 8647 n i cie li mder double ha Bree te gos . O4) HAT 1120 8686 n see Registry of transfers of stock on cor- porate books 8701, 8703, 8704 Regulations, adoption or amendment of......--- 2584 TNDEX. STOCKHOLDERS—Continued. . PAGE SECTION Remedy, to compel officers to call ‘meeting 22 Jt). ob iesaeineh- 28> “AG AYOES 993 8647 n issue “Stock, 'CertilicaLes cs. oom ss ole tals ores 8672 n ; register~ ¢uansters 7,40 «crs - +6 =k mies taiatete 1066 8673-1 n Representative suits, by, on behalf of corpo- ratio Vi ts Ty nase ons pa eee eee 1027 8660 n Rights of . generally gh 5.2... attic sikh qprldiuy: flash: 17 8 to’ elect \ousens, sim le DyAPLORY ier ck 7. haytyttrsastsauseee ene 711 3714n 9101 n, 9105n 9101 n, 9105n 9101 n 9101 n 9101 n 3714n 3771, 9102 9102 n 3714n 9103 °9142 9142 3768, 9101, 9113 3768 n 3768 n publication of notice not required INDEX. 2589 STREET RAILWAYS—Continued. Franchise—in municipalities—Continued. erin is kaka publication.-of notices. isi xisnevi ss ts 3769 jurisdictional to grant............ 728 3769 n not required for extension of UTACKS (ses see cen dewnae pees 728 3769 n not required for renewal......... 728 3769 n how, made Fraga. OF. DT 3769 defective, effect of... 0.0.00 000% 728 3769 n mandamus to compel.............. 728 3769 n grant must be of route as pub- lished ........0 bee 729, 731 3769n, 3770n necessity of action by council, prior (the - wah cree AMS, 729 3769 n of ordinance permitting change in TOULES ox VAL CIE ATES . ECL RUNG Fel 14770 DIDS sce sim, 9: ARIE Ieee AOILAG. tp. 4a 3770 lowest. rates, of.fare...4..viter.© 729 3770 n ordinance inviting... 2.0 22006 730 3769 n not required on renewal.......... 731 3770 n by whom made.................. 730 3770 n right of council to reject.......... 731 3770 n. irregularities in, effect of......... 731 3770 n grant must conform to........... 731 3770 n injunction against grant to high biddenims6 kid. Thug tran. Peas 731 3770 n deposit or bond from bidder...... 732 3770 n for extensionof tracksi.,. vied. tilt 3777, 9104, 14770 737, 1479 8777n, 9105n nicipality as new TOWLE,» - aero? period for which granted......... 737 BY dese se sri7(al discretion of council, in granting 738 3777 0 as new route, when original grant not made by municipality.... 9104 fare not to be increased...... 3777 renewal Of Jos. Hees 8G a). eG, wet 3768 competitive bidding not required 727 3768 n consents not required.........++- 3770 publication of notice not required 727 3769 n by extensions of route.....-+.++. is 3768 n twenty-five years limitation...... ao byart 3771 streets, grade of, council to provide for 3775 Mie DATRESG deo + svn sinmat sins shea eee 1467 9101 n over county bridge in municipality. .. .1466 9101 n referendum on grant Of.....+.++++++ 3772 to 3774 paving, council may require. .....++.-+5 3776 recovery by municipality for...... 735 3776 n without municipalities county am anleaibnara may grant...... 9101, 9112n, 9113 provision required in, as to change OL BTAAQ a hs one ots an eos PTET 7479 in hamlets under formenal at aLisiO es vaya 9101 n eet railway occupying highway with- ch out Pre aaa, Mable in damages. 1467 9101 n not affected by annexation... ++ .++++> 9104n granted without, extension within mu- bicid 2590 INDEX. STREET RAILWAYS—Continued. PAGE Franchise, indeterminate, act....... eset aang kde definedintsis'..g hein eegirs cele as ve eeeeebs tale eos authorityato. grant. 2. ...cave ech Tumi be surrender of term franchise for........... term 06.00 Tips, Mgwiek ots nae ae FAFS(. SHREW s Sales Sipe eee. Ma? Serie. municipal department to supervise........ public utilities commission, appeal to...... enforcement. of duties... .bscsisicv. 2d. wt sinhs other terms and conditions. ....5/. 00s... sections of act independent............... property of utility purchase by municipality............. appropriation by municipality........ Free transportation, of police and fireman...... Freight, power to. carry..i.. se eieee eek oes Gross receipts, percentage of, in lieu of car license fees,| ‘in certain, citiesy ae .i0. berries en Injunction by abutting owners, to restrain construc- tion PG. w..t ca to. saat, ae al 1469, 1478 by solicitor or tax payer, to restrain exer- cise of invalid franchise....... 1468, 1479 by municipality, to compel performance of franchise obligations .............4.. 713 by municipality, where streets occupied without (franchise: 255008 . 2a. 00% 721, 714 by other street railways, to prevent occupa- tion of tracks without appropriation .1482 by railroad, to prevent crossing........... 1469 by unsuccessfultbidder sia). cacti. aoe a 1469 against operation causing injury to water Pipes i..5 . ORRIN OG . as. meaee Va E ee 1468 against grant of franchise to person not the lowest? bidderpies | 260. sgmriihtal..a se ldeg 731 Interurban railroads when classed as street railways............ traffic agreements with......... 0002.0. may include.freighty ii... Sh2. 8 exchange of’ transfers... i000 .60. 000% Use MOLETLACK SAA rhodes eens viapnhed oe use. of city tracks) byg0w iis. 0. ANA. Jide APPLOPTIAtION H os, 40%s-2 ae VUES AR ON operation over, subject to obligations and privileges of urban railway... municipal franchise, not required, when city fare, to bencharged:. #jo0...8 sue Lease or purchase other street railways, ete. .ciecee de. POI authority from commission............... electric light, gas, ete., plants.../......... dissenting stockholders, rights of.......... equipment or rolling stock................ Limitation on time of construction, in fran- Chise’: 0x40 evs. on OE WE BR eae 710 SECTION 4000-1 to 4000-15 4000-1 4000-3 4000-2 4000-8 4000-9 4000-10 4000-11, 4000-12 4000-13 4000-14 4000-15 4000-2, 4000-5 ~~" 4000-6 4000-2, 4000-4 9114 9120 14770, 14771 9101 n, 9105n 9101 n, 9105 n 3714n 3768 n, 3714n 9108 n 9101 n 9101 n 9101 n 3770 n 9117 n 9120 9120 n 9120 n 9130 to 9133 9130, 9120 3779 9131 9132 9132 9137 to 913¢ 614-60, 614-62 9134 to 9136 9135, 9138 9061, 9063 3714 n 8376 to 8379 8343 n INDEX. 2591 STREET RAILWAYS—Continued. Municipal ownership a i ct peas Frdinsies | p and operation........... 727 3768 n granting, PEQUISILES Fare sega yaen cpenkiy naan 707 3714n preliminary or establishing........... 729, 730 3769n, 3770n Other street railways, lease or purchase of..... 9137 to 9139 Pavement between rails. noe aeidanes? soins 3776 Police, appointment, powers, etc.............- 9150-9159 Powers of company POL Saree ytrengnt.. ...... haaghign aedemsote 1465 9100 n to furnish medical attendance............ 1465 9100 n to make private agreement as to fare...... 1465 9100 n to borrow money on mortgage............. 9121-1 to make traffic agreements with interurban TAUTOAOBS parsers Quo warranto, as re ; Railroad crossings. See Crossings medy for unlawful use of .2210 2593 SECTION 9193, 9195 9194, 12644 614-73 3677 3714 3714n, 8763 n 3714n 9142 9320 et seq. 3644 3778 to 3780 9118, 9132, 9104 3645-1 3645 8763, 8770 3768 et seq. 9100 et seq. 9193, 9195 9170n, 9178 n 9180 n 9142 9320 et seq. 3775 9320 n 8745 n 8745 n 8763 8764 8898-8901 8766 8763, 8849, 8850 8770, 8771 8773 8903-8907 8903, 8887 7472-7475 6956-2, 6956-3 6956 8849, 8850, 8763 8851, 8854 8844, 8845 885] 8874-8894 8863-88738 12304 n 2594 INDEX. STREETS AND HIGHWAYS—Continued. PAGE SECTION Obstruction of, by locomotive or car penalty, liability for damages, ete....... P3 7472-7475 Ship canal company, occupation by............ 9204, 9212, 9214. Street railway companies sprinkling bypereiaaest so -baliveo “St a6 - 3748 to 3750 paving) «byecH pRe, (5: hfs RRC a bob oe 3776 telephone companies, and conflicting franchise rights..... 1466, 1525 §9100n, 9170n AGVELSE], POSSESSLONS Huy fal-ks hemes vie eles bell 1468 9101 n grade, to be provided for, by council....... 3775 grade, change Of jiais aaj a[ssfasiw le aly 8 opees 1597 9320 n Telegraph and telephone companies agreement with municipality....... 1523, 1533 » 9170.n,..9178 n 9180 n appropriation of use of streets............ 9178, 9179 compensation for use of streets............ 9179 underground conduits ......... ewehews oes 9198, 9170-1 Turnpike and plankroad companies how use acquired, without municipality.... 9233, 9234 extension of municipal limits over toll gate OF Toads... pGGhi 2.0)... pare eerie 9254 Union depot and terminal company may. obtain’ use of, how... 2... 66.65 eee wey 9163 ‘Wires for electricity, unlawfully stringing in, penalty: ..cieaut. . sh athe gabe meee 12644 STUBS— Of stock certificates, as a stock record.......... 1060 8673 n SUBCONTRACTOR— ien Jol One dYOAds). nese vgs aa eae ae aie Cine 8343 to 8352 8376 to 8380 Liability of owner of railroad to............+.. 8343 SUBROGATION— Insurance company, of, to rights of insured... .1865 9587 n Of director paying debts of no-par corporation 8728-2 SUBSCRIBER (see Jncorporators; Stock; Sub- scriptions ) — Articles of incorporation, to...........eesee: 8625, 8653 Assignment of subscription by.........++s04. 971 8630 n Can not withdraw subscription.........+++.45. 968 Compromise Withioes. Jick secede calle e eel ee's 968 Conditional, to stock of railroad company...... 8791, 8792 Subscription induced by fraud, remedies...... 969 8630 n Deeley seo. 5 ce ts SUL ayn RUMSEY SIRI oi EEN 1095 8674 n Interest to, stipulation for, construed.......... 971 8630 n Estoppel to deny corporate existence........... 937 8627 n To stock of foreign corporation suits in Ohio. by creditors: s..6(60 Jen iete eee ol 1092 8674 n Dy. TEGOLVERS 22S we oe weiss ows aes ems 1092 8674 n Remedy against officers of corporation fraud in inducing subscription........... 1036 8660 n, 6373-18 attesting false statement of condition...... 1037 8660 n Set-off of debt due from corporation..... 982, 1099 8632n, 8674n To syndicate, liability Of... .. 0... eee e eee ee ene 100 SUBSCRIPTIONS— INDEX. ~~ PAGE (See Calls; Directors ; Contracts ; Incorporators ; Liability ; Stock; Suits) i i Generally Abandonment of, by subscriber... ees See 71 ANE CONDON dw cisecnsiatiaccivondeednaracthe oioctnieate, 968 Assignment of bee by subscriber TORN POR QOH, He. | 971 IVP COBDOMVELON: cicissapcesseparedonasthonineterstoners AR 971 ‘‘Blue Sky Law,’’.made without complying withpilegalitys occ cers cay es MBL ON 35, 52 Books for, opened by incorporators............. notice "and fwaiver /ofi.c.. 255006. MOTT 8. howipuiblished .i00. 255 092 0a Body proof of tiwaivert. AAl%% MOUNDS. CY RL. made on separate paper, valid............ 966 Cértificd tet OTe iri LU SO AD) EISEN Collection of Dy SUE cael Shae eaten tates et EEE by forfeiture and sale of stock............ noticed Of (sale... osm. FET, 6 distribution of proceeds.....:..5..5.:. Compromise ‘and release of.........0.065 968, 1094 Conditional corporation may TeceiVe.........eee eee ees 971 conditions precedent ACCEPTANCE. ..- ee eee enna eee sees 971 performance ......... sees eee eee 972 refusal of, remedy of subscriber. ... 972 WAIVER! OF MIWA. JH RSs VERRITBHS 6M 972 Mega... Vv ee eee AUR OUL 972 conditions subsequent, on an absolute subscription.........+.+-- 973 remedy for breach........+..++++45- 973 agreement by corporation to repur- 7 aT: { 2 oO is LM Se oe ee eae be i 973 conditions construed precedent or subsequent.....--.-+++-- 973 certain amount to be subscribed........ 973 road to ‘‘pass through’’ certain lo- PARA E Yish sop 2 Slo waa aera talerern einem Ol 973 limiting amount and time of calls..... 973 agreement by corporation to repurchase 3 AO Tedy of abe eke Shetmte a le Sietosshelra nn a ISLA, 73 conditions rules of construction...... 2 -++sr tees 973 evidence aS tO... vee. ser eee cee tebe eee 974 installments on, when due....---++ +++ see: 979 not counted, in computing ten percent sub- * GOT UP RIOED ety vin vine Sh SR Teen 982 ae EO ent CP OR FC al 968 to stock of railroad company....--+-+-+-:" Construction of 25 existing statutes a part of.....-- eee nee His stipulation for interest to subscriber...... ee. County, city, etc., can not make:....- sg AE Debt, subscriber can not deduct as a, in tax re } turn 2595 SECTION 8630 n 8630 8631 8631 n 8631 n 8630 n 8633, 8634 8728-2 8674 8674, 8675 8675 8676 8630 n, 8674n 8630 n 8632 n 8633 n 8630 n 8791, 8792 8630 n Const. A. 8, § 6 5327 2596 INDEX. SUBSCRIPTIONS—-Continued. PAGE SECTION Defenses to non-compliance with Blue Sky Law..... 1094 8674 n statute. of, limitations... .....(casuk. \ asyoi.ia 1093 8674 n withdrawal and release..............+.0:. 1094 COMPTOMEW 0 6 2, 5,0..,0'a.0, ,0,055,0,- TELAT OBLS oPth 1094 EAU SSS ois sue tor adars dle FO NN Serta SEH AR 1095 ANLEPAUUAN yin behets wie’ s ayes & &o)=-a1tys eis eo 1095 alteration of decoy subscription........... 1095 DECOY. GUMPERT ID OLIN hays atc .6 oils suet ane 1095 irregular or incomplete incorporation... ... 1095 against corporation ....e.s0400- Meldlee 1096 misnomer of corporation...............4.. 1096 amendments. $0, Charters... {4.0.+.s..+.40. IDVERY 1097 change in character of stock............... 1097 agreement to give common stock free with preferred stock. ns [sidaws ,oe0ert: hints 1097 delay in completion of work.............. 1097 abandonment of enterprise.............. L097 change of route of. railroad............... 1097 change 'of Jerminiz;\.; | diwsdw anes dee aeabs 1098 discharge in bankruptcy..............05.. 1098 agreement to pay in property..........4.. 1098 payment at Ipss than: par.seavidelin. .cchiemeades din 1098 Wn DRODOTEY. |. winds esa tees sks 1099 by mMvidends, ....50.-co<.0ooes WSU 1099 DY MOE fds sce ale ol big ken tei< ee 981 8632 n to unauthorized, agent... ae 388 1099 8674 n breach of condition subsequent........ “Ge 1099 set off and -counter claim. io 2.)o.is ce. i 1099 stipulation in mortgage against liability.1100 irregularities in judgment................ 1100 Directors, disposition of unsubscribed stock by 974 8630 n sales below par...\.. Ls. caile pi eonelne.: 25) 974 common stock given as a bonus with pre- ferred. .swdut..ot aolietoqias’. 31, 975 13, 8630 n exchange for property or services.......... 975 property fraudulently overvalued, lia- Dility.. 6... Sis oc. w heatoedse. 1. 976 sales to directors and officers........ 977, 1025 8630n, 8660n Foreign corporation, to stock of SHIES “ONG It, CUO iis chic tus aha as Mees eile 1092 8674n Forfeiture of, for non-payment of calls......... 8674-8676 Waiver of :righ€)oaiizian. ot. GOCMuUNEo. Foie 1085 8674n IPLAC AG PE AATIOL erin sd em isen wieied ted alle te 1085 Form not, prescribed. by. statiite.s . x, <.sejerss «sas « 967 8530 n : Braud, ,ODTARMTeL | Dy. i. jcitene ssusysnayehl sc ovecalt ktaRORes 968, 1095 8630n, 8674n ‘ what representations are fraudulent....... 969 8630 n fraudulent cancellation of decoy subscrip- ‘ tion... GRATE 8699 n necessity Hf£Ori!, joi. -serpievactaans Jul inis tebe 8699 n liability for acting without........... 8699 n Liability under sevenal, Wed yoMitisn: .hss: os vounavlozal,- 968 8630 n orien | “SPS CROVOLS, ci. is .awes ve cea deo 1089 8673-3, 8674n tT ANSLETEEMBS: fe ocleweendsey ot Pours Go. 1089 8673-3, 8674n transfer to fictitious person........... 1089 rights against transferee............. 1090 transiereged .i.); ar. - Sink oidny ods rbieddtt sages’ 1090 acceptance of transfer necessary....... 1090 when “full paid” certificates trans- WRC ae oe scar Sawicnnwonhe Os Siietes 1090 purchasers or donees of stock...........-. 1090 8674 n stock dividend wrongfully declared. ...1090 ; purchasers paying less than par....... 1090 persons receiving stock in exchange for overvalued property ........-.+-. 1091 persons accepting certificates, without SUDSCYIDINE shaver ec cee s DeriOeids 1090 legatees- .......- Eb ow) Seon Bioslis oleh - 1091 agent signing subscription without author- GY wh bateten leh i gendts 10. yok .ndDe ne! 1091 SEAT OVP Meticty sisteisiektele wiles oP ART anne pap 1092 Made before incorporation........+..+see ee ees 16 VaLCILY.. SHE GS koe nee esc re sped oo tees 966 8630 n Ohiokrulem scold h uel eonok aol diese 967 mutual agreement to form corporation..... 966 evidence as to time of making......-+-.+-- 967 Made after incorporation......-.-- betep teers received by incorporators until directors CleotGAbauwdser-scrsengerscerser paytes 967 8630 n received by directors thereafter.....--+-+-- 967 No-par common stock, for, how price or con- sideration fixed ...-+.eeseeerere eres 8728-1 Notice of opening of books for..-.--++++++s+5r80* 8631 how published ...2-.-..012--2000 GMI pOeRs, 8631 n Waiver: OfMmirlia diye thesis leR Heb aE LOLS. 20 Ieee 8631 of sale of stock, for non-payment Ofir. k.. 108 eh Bay rent (fot bie aires tne, eins avi 9 SAL 6 first installment of ten percent ie payable when subscription made.....-- : to incorporators .----+sssrsttt 979 8632 n designation of one incorporator to TOCCUVE Larciey cca si suacessiossucneelt= obeys *ioas 79 in cash ...... 0620: tees i eaeties oe oidi lirement ....--- by ee oer ‘ papeglanediue S0- 97 Y 8632 n + of non-payment.....Hsss erste 5 Ne Se ernecibes rol released... .++++ +: 979 ee excluded from voting...------ ae liability of incorporators...---+- 9598 INDEX. SUBSCRIPTIONS—Continued. PAGE '. SECTION Payment—first installment of ten percent— ‘Continued. on conditional subscription, when due 979 8632 n certificate of incorporators implies. . 8633 n before increase of capital stock....... 8698 subsequent installments not due until called by direvtors....... 979 8632 n calls whenrmny he. made... J25 sad seecnrs 980 8632 n after. insolvency ........... 980, 1086 8632n, 8674n MOTICO OL sia ecesiorse. & “980, 1085: 8632n, 8674n waiver of right to make.......... 980 8632 n transferable receipts for.............. 56 medium *}O8 bia aws ot shen SIP IRs 54 money, prima facie payable in........ 981 8632 n Property? «icc es LAHSA TSI. 19 4 981 by dividendst?. . ¢2iawigie. ... ing ly 981 by note! wl. cipeiy se eilv os waitarscacs a4 981 set off against debt due to sub- Se¥iber Wye. WRI . 982, 1099 8632n, 86740 amount of less than amount of subscription... ... 981 8632 n pimterest) ls... sea LITE A980 Railroad company, to stock of conditionabiauthorized 4 ois. 1.1140 ~. aeeaee 8791, 8792 change of route affects .how........... 8747, 8751, 8752 by another railroad company.........0... 8806 by county, city, etc., levy of taxes to pay Donde iiia9 witilewne ots Vanek se soneit's 5650 Record of, to ‘be keptin.scwinwnnans eA QUI RLOG? 8673 Release power of corporation t0.....c... eee ees 968 8630 n power of directors......./.. PASO Se Oe A ae 968 Remedies on, other than suits proof of claim in bankruptey............. 1093 8674 n application of dividends..............0.. 1093 Suits to collect}? pectawty vam veely eae wast waren 1085 8674 conditions precedent. to calls?) 2.).000% 210, GOUT, Won. st08 cane 1085 8674 n pleaded, when must. be:::........ 1085 8674 n Waiver Of:5, miath, Dif le cas aaa code 980 8632 n NOEICE: OF sons inion sre 000 kOe, BOO, 1085 8674 n after insolvency: .%%. (co iknnwenadead 1086 presentation of claim to. administrator.1086 subscription of. ten percent of entire CAPITAL. BLOCH hey. euinsa-iincteonsasarecian hs 1086 waiver, of -.......... d¢92tad, tal, toe 1086 performance. of conditions of subscrip- HOM anne kd iets cad coat eas 1086 tender of stock certificate........ OREM 1086 who may bring corpore A Liaab and POA wate Pe eed aor vate te rote TROY 1087 consolidated computty’ SMIDIE.. BULDINT 1087 assignee of subscription. ............ 1087 assignee for. creditors... 0000000! 1087 trustee in bankruptcy.) vu ee 1087 INDEX. 2599 SUBSCRIPTIONS—Continued. Suits to colleet—Who may beings sent ninotisealt no TOCOLV ETD ARLE hE RS f. EMI Rs grad oaes 1087 how much of judgment collected. 1088 a, suitiat) law. mntmmeds. seb19. . 1087 joinder of non-resident subscribers Im action ............. 1087, 1088 of foreign corporation............ 1092 in dissolution. proceeding......... 11946 PE OMNAE Scie ins serosa ezvatbcns paw barons GaueReracd rane eet 1088 8674 n by-rereditorsabill.. $a: aeiten. Tne 1088 onevonsbehalix of cally... covet stenss re 1088 aiter. bankruptey nai oy. ees a 1088 after appointment of receiver.....1088 after assignment for creditors.. ...1088 enjoining fraudulent disposition of subscriptions by directors ...1089 necessity for judgment and execu- hon ih SR Ais ea ke Svs 1089 8674 n judgment, collateral attack on, ...1089 obtained during pendency of suit on subscription...... 1089 defendants, see Liability above when may be brought sixty days after installment due....... 8674 GVIGCEMGSE Bietees esti) Peas p sxe Re hn oletl ae ec 1093 8674 n AmMOouMmt! Ol TeCOVeLY «.. - 20 cesses ane Eis ago joinder of actions...........+eeseeeeee eee 1092 joinder of defendants.....--.--++++sess ees 1092 pleading and practice judgment against corporation, allega- TiOVSHASICO Spee: He te ene olor rere ses 1092 by supplemental petition...... poy by amendment ....,-.-.-+:+++:: 1092 discovery of names of subscribers... ... 1093 defenses: ote. 0) .vcanbeleniee- heme 1094-1100 Ten percent of capital stock, to must be obtained before election of directors....-.-++++- 8635 n before beginning business..... rAchcesl aiaete 8633 n before suit on subscriptions, when, 1086, 983°. 8674n, 8633 n liability for transacting business prior EO fa. on vososeepacedesepecepeyes PRURPU Ey” eh > ay eTaS 1037 8660 n certificate, of, by incorporators.....-++++-- ' 8633, Levy liability of incorporators under....--: conditional subscriptions not to-be included in computing ....s+eseerr seen tres 8633 n Trust fund for creditors, aS @...---++++ssse ere dg age : Verbal, validity! of); -jo- dasierrimp ve ty ere elt 96 5: Withdrawal and release Of ee ae Perekeieeeds 968, 1094 8630 n, tbe n Writing, should be in....+.+- pase te: Histo aa 967 8630 n o pay corporate Contracts of, by stockholders pay p Hie, sda GEDA S.0lsyeceu" J cates Wart ee Mie oes Forms agreement, after articles. filed... --+++++++> subscription blank, separate, .ss.csenes serie 2600 INDEX. SUBSCRIPTIONS—Continued. PAGE Forms—Continued. opening book for, order and waiver of SECTION notice) fi fotankilos tuy ately. eds aie 159 payment of, order designating one incor- porator -to:'receive. )jshieotenen. 1.18 162 certificate of, par value corporation...... 163 certificate of, no-par corporation ......... 164 call, resolution of directors for. ........... 254 call]; “To PRE RO fina, BYOMA Rinajacewaceenenneacinapsted 255 call, non-payment, notice of sale of stock LOT MBL Seeks ou indi site adeno: 255 receipt for installment payment on........ 256 transferable receipt for payment on........ 256 assignment! of. ...asetihors.sok stostingin . oni256 SUBSIDIARY CORPORATIONS ................ 8682 n, 8627 n SUBSTITUTION— POPSsupscribangaeer ater es ces RLS ORE NRIOL 5 971 8630 n SUBURBAN RAILWAYS (see Public Utility, Pub- ie Utilities Commission; Taxation; Tax Commission) — Dehned ion. itereucet acetal: Whois cnatackee Gate he misneeeae hae 614-2, 5416 Publie utilities commission supervision and control’ by... a. eee: « 614-2, 614-3 are>“public utilities” Under, . 2... si suae os 614-2 REX SELON) § Olan GODEL EY, «Mist. skein lettbaeeten ietctei testy tn 5420 to 5431 5445 to 5448 PAXALION, PEAR E ete nen amie atest 1027 8660 n demand on directors to bring..........+4.. 1029 8660 n need not be ‘made’ when...) 00. 00. 1030 8660 n must be for benefit of all... ... sce ecb eeee. 1027 8660 n judgment for money should be in favor of corporation +. c8cr 059 PERTAIN, 1031 8660 n INDEX. 2601 SUITS—Continued. PAGE SECTION Stockholders by, on behalf of corporation—Continued. against directors or officers of corporation fomRsCcouMtING. 28.4 6 45% ewes Solas 2 damages for negligence........... ‘a 1098 3660 a to rescind fraudulent contracts........ 1028 8660 n to prevent threatened breach of trust 8660 n TNJUNCELONS 2a ove uae ine sass 8 Ae 1028 8660 n Teceiver, - 230.5182 44. HVS! plaintiffs in pid eee ekaine transferrer sofogtodls. 30 . PM PTUL.QIRIDY, 1030 8660 n transferee:-of stock. ju. were yess. WEEE 1030 8660 n equitable owner... .+ivi.. SUP UOI8S 2t 1030 8660 n creditor and stockholder... .c.c0.. 01) 1030 8660 n defendants GOPPOration : ai hnvie a ste RAPA ENS, OE 1.1030 8660 n creditors and other stockholders...... 1030 8660 n defenses to acquiescence of stockholders.......... 1031 8660 n statute, ofy limitations: ¢:2:;;.2%a.)s2. 1031 8660 n laches. of stockholder:... 52% ).08 nee 1031 8660 n offer of stockholder to sell stock....... 1031 8660 n estoppel 09 22QM eRe eee . 1032 8660 n motive of stockholder; suit not brought in good faith............-+.e00- 1032 8660 n that stockholder’s interest is small.. ...10382 8660 n PSELIOMIENE! uA gin alecs fe Sore ME hae hag 1033 8660 n difference in terms of directors........1032 8660 n Stockholder, defense by, of action against cor- poration wight iof £.). 282M Fs eevee TE. he. o's oes 1033 8660 n right to prosecute error or appeal to judg- ment against corporation .........-- 1033 8660 n Creditors, for breach of trust by directors...... 1033 8660 n Dissolved corporations, by arid against.....-..- 8743 To enforce liability of incorporators.....-.+--- 8634 n To enforce double liability of stockholders...... 8690 et seq. On subscriptions 2.02.6 26 ips cb ee oe sie ees 8674 Commenced, when deemed.....----++sseeee00s 11231 to 11233 Pleading verification . of. 21's A. IMS ie ba tees 11351 of corporate capacity... 1.0 eeeeee eee: 963 8629 n Foreign corporations MiGs. tir, Dallas eh SEO GR. 10... oan 178, 187 Sieetadet, VPM TEP aaa tb ont oe MEARNS 11276 Venue change of, where corporation a PALEY, arerenete 11416 of suits against corporations ...2.1bst essen reer see ees 11272 foreign corporations ...+++++.ss5++07" 11276 railroad, interurban railway, etc......- Sees 11275 POSE ChCP TE ERE LC org uel taal 6397, 6400, 6400-1 Under anti-trust = aobd .qaiiiseas 1s. aes ee 2602 INDEX. PAGE SECTION SUMMONS— On indictment against corporation............. 13607 Service of on corporation pos shan stated ant 11288 insurance company .....5.:s.eeee ieee 11289 foreign corporation yacbsbawetanss 11290 haequisil a5 dG peeys Mate ou cORdS 181, 9561 receiyen) of corporation, .sd's 100. 0 ot0i 11232, 11233 byn PUDHOREONIE. < o5.. 5 aanise ae wees 11292 in proceedings before justice of the peace OM CQNPOFALION | oo s,s sna dee eeoee AOeG 10238 on. railnead; company. + gsuciod rsx tsnw od. 10241, 10242 on insurance company........see.eees 10243 on foreign corporation... < sic. kin tides 10244 on corporation garnishee.............. 10266 SUPERINTENDENT OF BANKS— (See also Banks) Actions by, how; brought. ....,% .saenstiash<3 710-14 Appointment and term: . 3... ..0 ewhlosdslodds 710-10 Bank, not to (be :interested. in J)... 44.04 /elew lows 710-11 Borrow, superintendent, examiner, etc., not to, from certain, banks. diss --qnraipcae sales ps pears 710-89 et seq. “no receiver or assignee to be appointed, without notice to superintendent.,.... 710-101 assets when administered by superintend- Mie. otictois. Lorne oleDignom o.ced Cosa Oe True: 710-95 causes of taking possession for....-.--++ +++ 710-89 INVENLOTY, Sretcace oa anorrnta? (20° 9IFvrer 710-93 notice to holders of assetS.....--++++++e+: 710-93 powers of superintendent im....-++++++++5 710-95 special deputies to ASSISE. ADs. © {sere esss 710 BPOTRSG MS 2k Na Rieti o Mins revbnals stores o> > sg eis te 710-90 claims ; presentation Of... 2-2 s usenet ste Tee rejected, limitation of action on....... ae | Ot BU SC aR Cot x eR i 710-2: objection to, by interested parties..... 710-99 expenses 7 iy how paid ......-++-+> ube Be RG Cio approval by common pleas CO sat Aj DT Rrocide: Ofere Faker Cee srs eS Ts fake 710-96 deposit of moneys collected....-- +++ sere: 71008 Gprhee svete! a) SBS) "ee. F dividends” .ciiiicesssiences- 2604 INDEX. SUPERINTENDENT OF BANKS—Continued. Liquidation, by—Continued. injunction against, proceedings for......... by stockholders, after claims paid IMCELAMIGIN HW (aK On Sa el dee aa continued by superintendent, when..... by liquidating agent, when............ liquidating agent, powers............. liquidating agent, successor........... “unclaimed: deposits 2.25.2: +: 8B. soto sabes Penalties witness, refusing) to, testifys a5 .a4). 4 «0% bank, failing to make report.............. failure to comply with order of superin- tendent)\). .0% 00 Al, enh to -poimagaton <4: superintendent, examiner, ete., divulging in- formiphion: /.. asjeds he eee eee Possession of banks, see Duties and powers, and Liquidation helow no len after bosnehy........4,-- eabeth poder: Private, etc., banks, act regulating............ qvemovals 3. 40. Jule Pee oe. 5 ae awoltnt Report, annual, to governor... jisicdeiseee ene Reports by banks to toybe. made regularly... saemos «pa shar publication ...,. «ss eayad- vd- bia -od of Bowe special, may be called for by superintend- STLBIVECPES, SHIN cs adil ncaa el enn cane eam penalty for failure to make........4..04.. Witnesses may be summoned by superintendent....... proceedings against, for refusal to testify... SUPERINTENDENT OF BUILDING AND LOAN . ASSOCIATIONS— Duties and powers POMCTAN VA. cb one et Gees eae eee to make annual ‘examinations... ...7....... as to unsound domestic associations...... as to foreign "associations... eee, CO) RORY. TEGUTO cae awit seit tale ce es cee AAUGAY FOOTE) Whe tcl te ret te et a ree to receive service of summons on foreign PESOMIALION Vitei. ate Sg are wena wre ee Cee HL) RN Ae tira kn F suraeciy itp ate em dpiae Syme di 1 to issue certificate of authority to com- Ripmce, busiwess 4% 5 Sn nee ee ee eon to approve articles of incorporation...... SUPERINTENDENT OF INSURANCE ............ (See Bond and Investment Companies; Fire In- surance Companies; Fraternal Benefit Socveties; Insurance; Inswrance Com- panies ; Insurance Companies other than Life; Life Insurance Companies) Accident and health insurance companies, de- POsib) Of securities , fac udass chilean een SECTION 710-100 710-102 710-103 710-103 710-104. 710-105 710-98, 710-106 728 741 710-74 12898, 12899 710-91 710-76 to 710-84 710 743, 744 710-31 710-31 710-32 710-35 726 727, 728 676, 686 684 687 679, 690 695 695 678 691 9645 9643-1, 9643-2 615 to 709 9543 INDEX. SUPERINTENDENT OF INSURANCE—Cont. Agents of foreign companies not to solicit insurance, without license.. non-resident, license refused when vs expiration of license Appointment and term PS ONC we eet Wain Pe wi tolt may result, publication DE) Acamnseoeerernes expenses of when made 2605 PAGE SECTION 644 645 667 615 616 627-1 to 627-3 624 646 646 646 n 667 647 to 650 651 652 653 5441 635 5441 622, 623-1 618-620 644n 154-39 617 : 625, 626 628 to 633 633 636 640 646 653, 652 655 656 659 671 671 5442 5444 9510 9591-1 to 9591-4 625 to 627-3 2606 INDEX. SUPERINTENDENT OF INSURANCE—Cont. PAGE Experts, employment. of.........% 5... 23/HASM0?. Fees «i esis is ii. wn ee OPA those, homer ue at. Fidelity and guaranty companies deposit of securities domestic company: -.-.:..::eetceere delet. foreign. COMPA: © .:.:.>.:c.serere: coher corer eteretets Fraternal benefit societies organization, duties on................00. approval of merger OF hecasof eter ecctetiteta DOHA superintendent to be appointed agent for service Of - processirri tise. constitution and laws, copies to be filed with license domestic” society *.: 11.1 5.7-12.07 fat fee tab t revocation! .¢).Vsnisgs,. Me aioalaeew Oe foreign | soGiety!i'T..208 T2I0Re bal, MR AUSpension Jcthisa. ce. Pee. TevoGaviGh ; AUIaL NO}, LAA Ae existing Sdéiety 2YYO1ige de Ok ay annual statements: -.-.:.:.. steer eeeteere ete duty, where) deficienty \ ¢xi6is.\ )..s0ssaemm tees examination of domestic» society... cece cee. ITs. of foreign society... ccc NOW no publicity pending................. Instruments executed by, may be recorded, and admitted in evidence.,...)/...0..0.0, Insurance companies other than life license domestie»company “yucca eee ees. foreign company? s00.G 2a 300 JURNEL TENOWAL «-dasiouowd 4 1465-20 tanks” for. ca. a uw eicnn ene eres 1465-28 power of commission on failure to fur- nish sie, Aw ACs hah hank ier 1465-29 INDEX. 2611 TAX COMMISSION—Contin oe tax on public utilities shee ee ae oes not exempt from property ta municipal corporation ob abiect ae ee rs constitutionality of bYilo dengue Ans. oxuliad 5450 n 5485 of sleeping car, freight line and equipment companies st sea to tax commission......... 5462 to 5464 Gest) A stein nd ome a Mee COrrection + Offs. kn. age Bes ONT. Le 5467 amount tof texciseiitax becinmiys. sta. 5468 collection by state treasurer.......... 5469 of other public utility companies statement to tax. COMMISSION Lee y. 5470, 5471, 5474 bys Tailroads:...Mosrasenmiery ane las e 5472 by street, interurban or suburban TALI POAd Ss ASR es HD 5473 gross receipts determined......... 5475, 5476, eross earnings of railroads, street, etc., railroads determined..... 5477, 5478 gross receipts or earnings hearing a8. tO... ...e.g oe. fee 5479 GOTT CELONSIG foros erro at mon th orate 5480 ‘certified to state auditor............: 5481, 5482 amount of tax generally ...... cece eee eee ees 5483 street, suburban, ete., railroads.... 5484 express and telegraph companies. . 5485 railroad companies .....+-+++++++5 5486 pipe line companies......----+++- 5487 collection: josie Als cee tLiheles. dan Behe. 8 5488, 5489 Forfeiture of corporate franchises, etc., by fail- ure to make reports or pay taxes cancellation of articles by secretary of state 5509 transacting business. after, penalty......-. 5510 transacting business after, injunction against 5512 reinstatement 022... 00sec ee cence eee es 5511 ouster by quo warranto.....--+++6+srrees 5513 what corporations subject to...---++++++++ 5525 Franchise fee or tax (Willis law) ....+-++++++** 5495 to 5520 effect of low capitalization on...-..-+ sexs BF 7 constitutionality...---.2+-0r2sseeeerr ee? ‘ 5495 n does not affect property taX...+-.++-+s+° 5495 n, 5490 company incorporated in several states....- 5495 n receivers subject to, whem...--..-++sss0" ete n corporation not “organized,” liability for... 5495 n public utility, insurance, etc., companies not cate BEbicot, to, Wel Reps 2 > e Proqaty Ono eiawe as a priority claim in bankruptcy epi bli cer? Soe is for year ensuing, not prior to, report.... 504 hearing as to Hasis fonsalics —laansyos 6 +, ws Her REOE POPRGERAOTIOU GT Setar. oe fee oe es base ee 5505 meceipen fOr Hi. ere parr seHollased tos hy ey Pach ele’ « Rees Sap BASIC: OILS A exemption from ‘ 5518 of certain corporations. .-----: ic . ‘ dissolution or retirement from business 5520 without certificate does not exempt 2612 INDEX. TAX COMMISSION—Continued. PAGE “SECTION Franchise fee or tax (Willis law)—Continued. . failure to make report for, powers of tax commission. .«.at. doyiilus Jon, moligted: 5461 penalty for failure to file report.......... 5507, 5509 to 5513 first report, of new corporation............ ee 5519 first report, after increase of capital stock.. 5519 n, 8698 n first report, after consolidation............ 5519 n corporations for profit ' annual report to commission.......... 5495 to 5497 amount, Of, fee,.or, tak... ..60n. 10. Matas 5498 amount where subscribed capital stock exceeds. issued, yatockion? . vigta wud J 5498 n foreign corporations effect of plural incorporation.......... 5502 n annual report to commission.......... 5499 to 5501 Ohio proportion of capital stock....... 5502 method of computing......1...... 5502 n investigation las: tosis wi. eee 8 5517 effect of erroneous compliance......... 5502 n amount of. feécerstaxieh “heodint ...ute. 5503 Hearings, investigations, ete. testimony taken by agent...... 0. ui cee 1465-17 Cepositions pyacitagl carl aca o aessiatele SIGUE: 1465-25 transcript of testimony taken by stenog- c rapher, as, evidences: ..3. 7.5... Sed te 1465-26 as to correctness of orders, valuations, ete. SESE D ‘ Injunction not to issue suspending order of.......... 1465-31 may issue, in behalf of commission when... 1465-32 Invalidity of tax on one class of utilities, etc., effect on other,classesy4 :>.019. 20) domes) aie: 5493 Orders disobedience of, contempt, procedure....... 1465-22 service: Of oui oaha lh TAL letle Aaa ee 1465-30 notice from corporation as to acceptance... 1465-30 hearings as to correctness of, review, etc... 5517 Penalties for transacting business after cancellation Ofoarticles . 5406s 0c +0 DR BENE), we, 5510 on foreign corporations, remission of...... 5523 COMPROMISE, OL) 4a AR Wea Cs Seok de Ox 2 EM doz effect of extension of time on.............. 5516-1 for failure to produce books, ete........... 1465-13, 12924-1 12924-2 for non-payment of property, excise or fran- chise. takes Soi Win. RIO LOOCRMea kt 5491, 5509, 5513 for failure; te: file report... svsis Ges oe. Jed 6507, 5509, 6513 . violation of act, failure to obey orders, etc.. 12924-3 false return of: property34.1h1) (400 amyee 12924-4 each day’s failure, a separate offense....... 12924-5 Powers to inspect books of corporations........... 1465-12 to examine corporate officers and agents.... 1465-12 to require produetion of books, papers, ete. . 1465-13 f delegation of to. agent... ... suclimnubionn. 2 1465-17, 1465-15 ; to administer oaths, nia}. Jes set 210100 1465-21 fo require information from corporations... 1465-18, 1465-19 / 1465-28 INDEX, TAX COMMISSION—Continued. Powers—Continued. het to procure information, on failure of. cor- porations. to furnish............ of former state boards granted to.... ern to require transcripts of local records, etc.. to remit penalties on foreign corporations. . as to compromise of claims for taxes, pen- ALEIOS Cb.» cdl hinbinchvens ORORELUEE: aeoae where public utility. or corporation fails to MAkeureport. OL bax ~LetUENis. sis ts oes Refund of tax or fee assessed by mistake....... Reports to { Deana pO aes pends leyy save? <> teteytele, ata on 3 A Ee eR to be made on request.......cioihaiweaten bo 6% GO? DEA MILLCU: lcterrne wermipie seid eehaveye et DIAT Sb axtension. of time, for .«esisegmida.viidihis itd of campaign contributions.......... 2.46.5. failure to make, powers of commission Secretary of state cancellation of articles by, for failure to file FEPOTES,» CbCs) sy « Seeders So wt & Spyetelee - Mine reports of new and dissolved corporations, CU Gear. tagecle ingen tidibriss caste S Seek i piarte shsitia Bae arenanen’ information to from county auditors....... Taxation of property of public utilities, except express, telegraph and telephone com- panies constitutionality , ... 0.0.50 .fhl ei. Wel. BGT statement by utility company....+.--+-+>- assessment of valuation ......+.0s++eess hearing as to valuation......+-+ 2+ 0s+++5> correction of valuation.......4+.5 se beees deduction of property assessed elsewhere... railroad, interurban railroad, etc., property valuation, (1.x et lh ide Na ee Me AS apportionment of value among counties apportionment of interstate railroad, At Cig, cud cus wiayehdioie AERA oe Maa apportionment of value of other utilities among countieS ...-++++: we neleee ene ns apportionment certified to auditors......-- entry on tax duplicate»... cen nne edie obs [Taxation of property of express, telegraph and telephone companies _ statement to tax commission....--- » .adeed contents ©... --- e088 m SEVERE FIEGIOO <56B constitutionality of act....++.srverrere ets assessment of valuation...-+seesrsr sere hearing as; tO. dmomines he seer rseet COFTEGtiOhi Ok}... ae HOG “ed «aits eh deduction of real estates --sreuresrerert apportionment among counties j telegraph and telephone companies...» express companies .-- +: og} mnonp soo OF apportionment certified to auditors...-.+++: entry on tax duplicate ee ateann). 9, wah HOoe cre payment, collection and penalty Nolersit® titan 2613 SECTION 1465-29, 5461 1465-33 1465-34 5523 5524 5461, 1465-29 5517 1465-28 1465-18, 1465-19 1465-20 1465-28, 5516-1 5522 5461, 1465-29 5509 5514 5515 5450 n ' 5420 to 5422 5423 to 5425 5426 5427 5428 5429 5430, 5431 5445 5446 5447 5448 5449 5450 5450 n 5451, 5452 5453 5454 5455 5456 5457 5458 5459 5675 to 5677 \ 2614 INDEX. TAX COMMISSION—Continued. PAGE Valuations, etc., by, where report or statement not made by corporation............. Witnesses fees. and ‘expenses... : oh boameskulclond. ads depositions | «crx laos enol. le. atans transcript of testimony............0...... not excused from testifying because testi- mony. may incriminate. «i... cs eves whe immunity from prosecution............... TAXATION— (See Tax Commission; Public Utility; Franchise Tan; Eacise Tax) As a disadvantage of corporation............ 8 Avoidance: of chigh: rate of, Gexmssidshivitn ona cseck 45 Excise tax on public utility companies......... Franchise tax on other, corporations............ Property tax; public utilities...........00..000. Property tax, other corporations............... Federal capital: stockrtamwen! hayloscih. uae. wy 2256 Banks definition of “bank, 4“‘banker? nuda ewan. 2) shares of stock in, to be listed and taxed... in national» banks? oles. ele lad weallxestate; of vy, seine cook: Gee eee shares, valuation by auditor............... deduction of real estate from value of shares other deductions unauthorized............. shares of stock, tax a lien on.............. shares of stock, duty of bank to collect tax on shares of stock, penalty for failure of bank to colleetiso (Pig) ade Gt A ECAR shares of stock, lien of bank paying tax on.. list of stockholders, to be kept............. open to taxing officers... .....0..00 0004 to be returned by cashier...........%. return, contents, by whom made........... return, failure to make, powers of auditor... return; false, - penalty. Jug. 04 AGI aa Corporate :propertiyy - Of 4c cp.:carereee airs PEL DUTI, A 402 Crimes and offenses relating to officer of corporation failing to make reports, exhibit books, ete.:«. .... Otay Jo violation of tax commission act..... 0.0.4... false return of property............0. lees each day’s failure, a separate offense.../... officers, agents, ete., of railroad or public utility, failing to appear and _ testify before appraisal boards, ete............ _ Exemptions from generally . oxcte PO PIGROy Aan gate? | Bie stock in Ohio corporations................ stock in foreign corporations.............. secret, societies,” certain .,).:.)0ceg's oe fraternal benefit: funds. 20 2200, 208, Boon benefits of fraternal society............... SECTION 5461 5466-1 1465-25 1465-26 1465-27 1465-27 5462 to 5492 5495 to 5520 5420 to 5431 5445 to 5459 5404 to 5406 5370 to 5372 5407 5408 5408 n \ 5409 5412 5412 5412 n 5672 5672 5672 5673 5410 5410 5411 5411 5413 5414 Const. A. 13, § 4 12924-1, 12924-2 12924-3 12924-4 12924-5 12870 to 12872 5372 n 192, 5372 192 5364 5365-1 9482 Se INDEX. 2615 TAX ATION—Continued. Exemptions from—Continued os gust pk: cemetery grounds ..... , pieisiah slots, cakern. hag oki ated 10093, 10105 property of corporations organized to pro- ee tect and preserve dead bodies...... 5. : 10192 annual franchise tax fee, certain companies xpress eon a: sie es vit weadiont dni 5518 5 ; and tele i Bees eva phone companies statement to tax commission.... assessment of valuation............... : ita ae hearing as: to. 2° Shg ota, FUDD; 19039 ” 5453 correction: of ........00.00seee se 5454 deduction of real: estate........50..0: 5455 apportionment among counties......... 5456, 5457 apportionment certified to auditors.... ° ” 5458 entry on tax-duplicate 705 7. SSI, 5459 payment and collection..:.:.....6..... 5675 to 5677 agents not to transact business for com- panies in defat herd OT ETPIN oP. 5676 railroads not to transport goods for companies in default............. 5677 excise tax, see public utility companies below Federal capital stock tax law...........6.05- 2256 _ Foreign corporations initial license ‘fee... 2... 2 ee 178 initial franchise: tax... %-.%' ste eee tees 184 how computed .........-ee ees eeeeeees 184n annual franchise tax, see franchise fee or tax below : shares of stock Im... 2... eee ee oe 192° 00/2m personal property, where listed 27). ASUS. 14 \ 5371n creditgiet ow. 2 ivisies sales FOOTER Ce OA 53827 n, 5404n Forfeiture of franchises, charter, ete., by failure to file reports and pay tax cancellation of articles by secretary of state. 5509 transacting business after, penalty.......-. 5510 transacting business after, injunction against 5512 reinstatementis ss... bile eee ee eee we oie ere 5511 ouster by quo warranto....-.-+s+seeeeres 5513 what corporations. subject to...+.-+++++++: 5525 Franchise fee or taxi. ones diene « 13 5495 to 5520 amount of Ohio corporations .....-+e+serrtrer es 5498 par stock corporations ...-..+++- 5498 no-par stock corporations .-...-- 8728-11 foreign corporations. ...+++++++++5t+: 5502, 5503 8728-11 saving in, by low eapitalization....... 27 report to tax commission : by corporation for profit... -++++++++: 5495 to tll py foreign corporation...-+-+-+++50+0" 5499 to 5501 extension of time Fomor aes, MO. 68 5516-1, 1465-28 failure to make penalise amedeanio 7, » LUMO: « 2 ie 5507 cancellation of articles and forfeit- ure of charter...<-esrerree'? compromise of penalty..-.---+++"° eee of tax commission...-+-++- 5517, 5461 5509 to 5513 5524 2616 INDEX. TAX ATION—Continued. PAGE Franchise fee or tax—report to tax commis- sion—Continued. first, of new. corporation.............. first, after increase of capital stock.... first, after consolidation.............. foreign corporations effect of plural incorporation.......... annual report to commission.......... Ohio proportion of capital stock....... method of computing............. * investigation a8 tO. .amicsdses tees effect of erroneous compliance......... amount of annual fee or tax.......... 5 initial | franchise fees >: : sitastos - [rem Ta constitutionality: . 0. o's ai apne ema mes eleiren does not relieve from property tax......... company incorporated in several states..... receivers subject to, when...........0--00. corporation not yet “organized,” liability for public utility, ete., companies not. subject to. as a priority claim in bankruptcy.......... is for year ensuing, not prior to, report..... hearing as to basis fOr.sse... es slevic eet correction of basis for... .....sjcseeds sees Feceipt For 0G We LY AS, BOS. Tage lien on corporate property for............. suib. to collect. ise accoseyecderee cccked aed exemption from of certain corporations..............+. dissolution, ete., without certificate, does NOtrexempt.2 Oi we ewe ols elect oe federal capital stock tax law............ 2256 Inheritance, on transfer of stock............ 87 Injunction against tax commission... ....4s6. 666. ese on behalf of tax commission.............5. Insurance companies, foreign securities deposited by ........ 005000 eeeuee excise tax on statement of gross premiums, ete....... gross premiums defined.............6, powers of superintendent of insurance... amount and collection. +............... wrongful, remedy of company.......... non-payment ° action to .colleatiich wu ceting . seantets cts revocation of license... ..i.....04- PENMALEY Ss MARAT Re site talrnse es retaliatory. ..') ss. .Ouheethin aa Sante ares Insurance companies, fire for fire marshal’s department............++ Invalid one class, effect on other classes........... injunction against .2..0... 0.6.5 eee wale Motor transportation company, excise tax.... SECTION 5519 55191 5519 n 5502 n 5499 to 5501 5502 5502 n, 184n 5517 5502 n 5503 184 5495 n 5490, 5495 n 5495 n 5495 n 5495 n 5518 5498 n 5498 n 5504 5504 5505 5506 5492 5518 5520 5348-2 1465-31 1465-32 5437 5432, 5433-1 5433-1 5432 5433 §434n 5434 » §434 5435 5436, 658 841 5493 1465-31 n 614-94 to 614-96 614-98 INDEX. TAX ATION—Continued. Of corporate property of banks, personal property of banks, real estate © Sere es eile 6:5) 6 enpre <0 eLe 0.0 sis) '6 age nib eels @ ab O00 BO we eb le eet Pleo ¢ S} éfelle cidlelvia ie & eisit ig oh eles & __ franchise tax may be imposed......... right of, can not be surrendered by general ARAOMIDNY’ 320.5, CC eubuMit iC. salon eredits defined ..* i Ce ee ee ee I P ey personal property includes what whateproperty taxable: so... tecivcae elon provision in special charter limiting rate... Penalties non-payment of taxes and fees ws O15, 64s) el éhe's 0 615 Personal property of corporation what tonbe listedincats osnadan. eiyanerad «BA capitalostock =... .. ate aaslias tei. meaning of capital stock..........0.65 real’ estate s .'2-.SAG UR RE eo Public utility companies (except express, tele- graph and. telephone companies) property tax statement to tax commission.......... eonstitutionality 2°%. icacud sans ets valuation, by tax commission.......... valuation, hearing as to.............. valuation, correction of............ Bue - deduction of property assessed elsewhere railroad, street. railroad, ete valuation. . +0 ..-8 A018 TA) 18 apportionment of value among. coun- CHEB op Hoe ciel Pe a on apportionment. of interstate -rail- road; etenol“ieryg ie? Mig), xa right of way apportionment. of value of other com- panies among counties............ apportionment certified to auditors..... entry on tax duplicate.......0...0.04. property defined °..2 0028. OUTST 10 90) Railroad companies, see Public utility companies above Real estate of corporation tobe: returned: «sts SPU GRR IO ROU value of, deducted by. county auditor from return. Vainquymrhag SUL SARONt Te Danks cook qth. LOTR ak os i occas eNef eter erate) ea! we se eee mse e Returns of corporations made by whom. i. f ok NSU en ADDS ERT of personal’ property i344... PF. PB. Rea as ofvwhat datens.2 Wk.) IDS NN NEW LCOPPOTALLONE Le, .nclers-cna EHP. BE OU of realestate ..invsclratveoeierein wd urate maderwhere hoes... ha .'s we ws oe COL a blariks! For isi, oe LOL ATOR, HF. CHOUe correction of, by county auditor............ by. banks» Si:trpaz. 948 .Ceeevedat, wands 4d by public utility companies not made to county auditor........... made to tax commission.............5 failure to make, powers of auditor and tax commission 0s.) eurhieewwen, AS giant 2 Shares of stock in Ohio corporations, exempt........0...4. in foreign corjorations, when exempt....... in banks, not\axrempt)... 2). cea gas alee in banks, returned by bank, not stockholder. in national banka: © cihaii sn eet SECTION — 5483 5484 5485 5486 5487 5488, 5489 5420, 5421, 5422 5450 n, 5485 n 5423, 5424, 5425 5426 5427 5428 5429 5430, 5431 «5445 8820, 8821 5446 5447 5448 5419 5404 5405 5409, 5412 5517 5370, 5404 5404 5404-1 5387-1 5404 5405, 5371 5406 5406 5411 5460 5420, 5449 5461, 5406 5516-1, 1465-28 192, 5372 192, 5372 5408 5411 5408 n 5324 INDEX. TAX ATION—Continued. Stamp, taxes on stock.......... fic Statutes, meaning of “capital Beano” a eheye ley biel hte TRUE, Soli. Aes Sedans cok nas cudulimcy assessed, less than actual, not enjoined al- though unequal and discriminatory of corporate property by auditor..... of shares of bank stock by auditor......... _ deduction of real estate..........0.05 other deductions unauthorized of property by tax commission seer twee where report not made by utility or cor- POTAVION | i. Lee KOE egw ec yawns TAXICAB AND GARAGE COMPANY, form of IGEN ach Ars tae sun tisete § Ghote wi sieves ose 150 TELEGRAPH— Railroad company system to be maintained by......---+--+--- EOTLCIDUTO 282 "ese be oe SVM HIBTTES ti power to engage in business.......-----+-+-. 1192 TELEGRAPH COMPANIES .........------+++++05 (See Public Utility; Public Utilities Commis- sion; Tax Commission) ; Abutting owners rights and remedies ....-.-++++++++0000+> 1526 Stoppel of -......- <<. een oh new enn oS 1527 remedy of company against......-.++++055 1527 Action against, for forfeiture.......--+-++-++++° Appropriation of property, by 1amhle ROO. Loos Seo a ee ew ae eas land lying in more than one county....-.+:- buildings not to be interfered with.......-- land held by another corporation......----- land of railroad company...----+++++00+7° ide Of Streets) .cTae LOU. SMe. ietsietireeis Wee limitation on power. ..-----2--+77777 70" after removal from land of another cor- TPAD oon oF nen Gin POO A Articles of incorporation, statement. of route, PW cats cee ore = eee tae Per SS Bonds, stock, ete., power to 5 JS ULC a) ot often eee Peentation = hf) ete. oO ea @ontracts, liniiting liability..-------.-> “""""*" 1538 County commissioners ; franchise for underground conduits......++: franchise for lines in highway..---- 1536, 1523 injuring, etc., property. of...-------+- seers entering private premises without permission unlawfully stringing wires in streetS...---- erecting poles in cities having subways...-- 7a esa ee . 4g ke 60: 69-098 000 0:10:48 ie Na alan way a ae Lee 2619 SECTION 5372 n 5412 n 5405, 5406 5412 5412 5412 n 5423, 5425 5451, 5452 5461, 5406 8942 8943 8745 n 9170 to 9198 9170n 9170n 9170n 611 9172 9177 9173 9174 9175, 9176 9178, 9179 9173 9188 8625 614-53 to 614-55 9190 9182 n 9170-1 9180n, 9170n 12511 12530 12644 12645 13388 13389 13402 13415 2620 INDEX. TELEGRAPH COMPANIES—Continued. PAGE Defined, in public utilities act................. in tax commission act)... 2202) J 2/002. JP. Dispatches duty to receive and forward............... over other.linés) 2/2 A ae penalty for refusal or neglect......... transmission of order, preference to certain messages... when line out of order; duty of agent... negligence in, liability.........../.... 1538 forged, penaltyitiniis .screteniteekhe aecus discrimination in, penalty ............ delivery of CITES RSQ yeh ths. a6 Fs cee ig li a fie ee ae liability for delay or non-delivery...... DM AOR. ae hese) Ge ee Pee ine forged, penalty for transmitting......:.... receiving and transmitting for other lines... Electric light companies application of certain laws to............. Employe transacting business, when taxes unpaid, penalty thewauwnd. es rdegohate Smee prosecution of, for forfeiture.............. divulging, delaying, ete., dispatch, penalty.. Franchise in streets and highways agreement with municipality....... 1523, 1533 Appropriphitn, aby. scat Badeks atobitekes oa ee outside of municipalities........... 1536, 1524 Liability to employe of other company using pole BODILY: ran an Ceene es Soe Mekin ee Eee Ce 1525 injury by pole improperly located in road. 1526 injury )-to. trees... ohhive Mtsiielal.ed at; 1531 refusal or neglect to receive and forward GiBpa ted, os ak «o's ew wwe SBE RUER Se negligence in transmitting or delivery of Bispateh cton daenieobsk ot woakwRworos contracts limiting, validity ............... 1538 Lines over railroad tracks, construction........... in SUPCEtS as Acta cadvetine ek eons es etbe Dea ldahe br, purchases wud... GRE, At TI 4 removal or change of location when‘eompelled. .......5.... hiatal! ony 1524 from land owned by corporation....... temporary, to move building across. ...1525 by elevated or underground railroad.... location, interfering with other lines, pro- hibited ces vio needs aoudlaka aiasqory: ¢ repair of, when other companies may enforce municipal regulation of construction....... joint ownership or operation.............. Message, to be sent for delayed passengers, pen- QIEY sive wn techs ae SRR e a Os eee Mortgages, recording, ete. ........0eececeeeees Poles, joint se of. ay Wenshids + weansaek ee ee 1524 e SECTION 614-2 5416 9182 9182, 9183 9182, 9183 9185 9184 9182 n 9186 9182, 9185 9185 9185 n, 9182n 9185 9186 9182 9192 13415 610, 61] 13388, 1338¢ 9170 n, 9178n 9178, 917° 9180n, 9170n 9170n 9170n 9173 n 9182 9182n, 9185n 9182 n 8975, 8976 9170, 9180, 9178 614-60, 917] 9170n 9187, 9188 9170n 9143-1 9174 9189 3637 9171, 614-60 614-62 13389 8706. 8707 9170n INDEX. 2621 TELEGRAPH COMPANIES— j ea Continued. ; PAGE SECTION to construct lines to sree district telegraph or messenger 9170, 9171, 9178 : acquire, lease, etc., lines... Aan Metre, ies a ote 0 appropriate PHOVErtY a setsi bax cso MNR to bite oe or operate plants of other ee ae PALES is, S26: .o,d) otiele acs ACL CML EME CRIN: 614-60, 614-62 Probate court Ve appropriation proceeding in, to obtain use oOListrect:. ¢.55..~fsiehatabisiat oles 1 Prosecution..of, for. forfeiturad tauren. slay ; a A Public utilities commission....... (nero ot , 611 supervision and control] by..... 0. ceeeene es 4 ; are “public -utilities’?under. .Mic) .uvaat, an “ia eae list of officers and directors. to be furnished. 602 notice to, of changes of officers............ 602 power over rates ..........+.0+8: qT 614-21 to 614-23 Railroad company appropriation of property of.........-...+- 9175, 9176 removal of telegraph structure from land of. ” 9187 Rates schedules to be printed and filed.........-- 614-16, 614-20 must be reasonable Le cle 5 SOD CHORE OG 614-12 to 614-14 power of commission Over.......--+--+s00> 614-21 to 614-23 Right of way, exclusive, prohibited............ 9171 Stock power to issue-.-.+--ense enon FONE Ge aE 614-53 to 614-55 of other companies, power to acquire....... 614-60, 9171 Streets and highways construction of lines on ...---++e+eeeeere 9170, 9180 within municipalities ......----+-- ;.. 11523 9170n outside of municipalities....-.-..+-.-- 1524 9170 n appropriation of use of street, in municipality 9178 compensation for use Of.....-+-.-++eeerre y 9179 MUSHET FLOM ....-.--:06er o ee etecerererer ars DDS ROUE AE eas 1525 9170n conflicting rights of street railway, in...... 1525 9170n abutting owners, rights, ete....---++++++++- 1526 9170 n Taxation of BYOper bye TAK ci-'- oe eae :2swsco Siaweninaia areola “ot: 9178, 9179 curative act. a5. fO.....acacease vim aaisieees 9197 unused, not to be used in competition with- out certificate from commission........ 614-52 TELEPHONE COMPANTES—Continued. INDEX. Franchise in streets and highways—Continued. quo warranto, as remedy for wrongful use RO ee iia ieee ee Liability Bride i. PR Date Bott ; to employe of other company using poles POMIUL Yo sais wit ew nsec ews OMT Re NE 1525 for injury caused by pole improperly located TI ORO eis Nine vik vig onion we ere 526 for inynry.to. trees SURLY Le 5 by failure to make reports or pay taxes.... 5509 to 5513, 5525 for violation of .anti-trust. actew.cd desi. 6400 for misuser, non-user, etc., of corporate ARN CDISC +445 scene aed 6 a ae gd a CA 12308, 12304 voluntary dissolution where all debts paid.. 8738 to 8743 dissolution by judicial proceeding.......... 11938 to 11959 TERMINI— Of railroad statement of, in articles of incorporation... 8625, 8745 AGANILEN ESSA TE QUILED cris shales joe ahole ereegoyere 925 8625 n both May De 1. Ne. GUY ajo. a. oe bie ici 926, 1190 8625n, 87450 designations of construed................ 926 Guo hil ages See 2 oc error 8746 change or extension of.........++.++eeee5- 8747, 8772 TESTIMONY— Of officer, not barred by death of adverse TIBEDY tata iatapieyels'oie 5 oie» 20,2 oo sn ito oie aga hp 947 8627 n THEATER COMPANY, form of articles ........... alssl TICKET AGENT— Service of process on {ayn river transportation company in justice of peace suit: ... haractd aes aid pints). Wiese ms « Companies subject to Wcbdohibieedti Teta Companies organized prior to enactment of, rights Annual report + an wins, aerale s ALLO SONGD «beaten a Banking code does not apply to............. TOLL, see Bridge Companies; Turnpike and Plank Road Companies. TORTS— Liability of @amnorayion: TOPs. 5.0.) fete mest, + Bad TOWEL SUPPLY COMPANY, form of articles... ... TOWING COMPA NES a ec ccc tare dog mk othe ernie TOWNSHIP— BerICU ural societies 25 FL 5h S48 eae Se Transfer of cemetery grounds by religious society LO te ota Wie aN ee es oa ate ine tee TRACKS (see Crossings; Railroads; Side Tracks; Street Railways) — Abandonment ofto. BANE. .M.. GARG. MONT Angles in frogs, switches, ete., to be blocked..... penalty for non- compliance vid tat daw dwe Cows liability to employe injured............... Bridges) over; height). of snevet Avvateywe malic. Bridge company on bridge of ...... PLUS ENOL: prukapere as Sac LALEROOESDOUWS 5 ia 55 c.a ais aia shane eeaseeiee emer Connection with tracks of other companies right tocmakess six are yee CfrE A RAG wane penalty fon violation «00. j cies aterm aise power of commission to order............. “Contiguous” to mines, ete., what are.......... Crimes and offenses relating to murder, by obstructing... . A912 2. DIN MOTs placing obstructions on.........2-..+60045 removing connections, CbGy ATCEn es 2 Sitenten Gauge to be uniform *s.2% p02 500. PSN se BTR additional: railon., via With wced venaninee narrow, oa power of company to borrow money . Dangerous, commission may order repair of..... In street or highway agreement for’ si eiad ees odinreavans HbGUee appropriation : rights and remedies of abutting owners..... maintenance of, at highway crossings.... os at 8 8 Oe ele ere (Ae Te Bn eee 8 ere were PAGE SECTION 9850 9851 9851 9852 9852 9854 9853 9853 9855 9855 710-171 710-2 8627 n 10168 9911 to 9913 9998 504-2, 504-3 9009 9009-1 9009 n 8903, $904, S887 9313 9313 8997. 614-42 ° 9002 614-42 8998 n 12401 12560 12561 8823 8823 8799, 8800 585 8763 8764 8765 6956 INDEX. TRACKS—Continued. In street or highway—Continued. joint use by several companies power of municipality to require....... running in one direction only on one track yey e PFU MOUT BY, Oo) Rate: see also, Street railways Elevated, in public grounds, ete Elevated, in streets piers for ©.o eo ee so 0 6 0 6 ele © 0 O9, Oy Oye) 01.8), me MLOKe a, 0c ©. © 0 6 ow eee ew BOOM .8 exe te Cele nue Clare, 0,6 bier e 8 B.0 Ree ee referenaum: Onis «3220S OL Tey , Joint use by two or more companies under trackage agreements, liability for neg- PAGE 2627 SECTION 8824 8824 8767 to 8770, 8771, 8849, 8770, 8769 8763 8763 8850 8771 ponGoewekoes Sede s each seis oad 1260, 1263 8808n, 8814n in streets, when may be required by munici- WRAY Gots ss aisis bine sad nce VAR ee 8824 Of railroad, right of street railways to cross. .. .1482 9108 n Appropriation by municipal corporation of right of way over for street............. 3677 Main, number of, authorized.......6..s6-60.4.4- 8745 Obstructing laying of across another railroad; Herigity Jnae s cei ins MRIS MeN 5 8825 Wires: over, construction .........+....eeeseee 8975, 8976 Of railroad, crossing or intersecting another road may be connected ......-----+eeseeeeeeee 8997 penalty o.. VPee RTE cts PG on ie wale 9002 power of commission ......-+-++eeeeeeeees 614-42 Public utilities commission power to order repair, etc.....---+.++++++: 585 Public or “team” tracks........--. esse eee eees 8998 n Street railway, use of, by interurban cars....... 9130 to 9133, 9120 On land of municipality adjoining wharves, etc.. 3699-1 TRACTION COMPANIES, see Street Railways. TRADE— Acceptance, defined in banking COAG schenk oe 710-124 oS EOE ae ane he aI Ga a Se Se ABS 10144 to 10150 Co-operative company .-----+--ssrstrre ttt 10185, sas Name, infringements of.....-----++erererreee n Restraint of, see Monopolies and Trusts TRAFFIC— ; : Interchange of, between railroad peal see eon soe, 614-42 duty, aa, to «. parent) 1% abe Beals Hips ower of commission ...-+----s+eerreeeet? A 1260 8808 n MOAT ACLS LOT lactabers «+o 5 os oi 8984, 8986 discrimination against certain lines prohibited other companies switching cars of TRAINS— Conductor, brakeman, engineer, ete., see Railroads Disturbance on, penalty..-..-- Speed of, power of a ean Throwing or shooting at, penalty Delayed, telegrams +o be sent for passengers... - ee ete wal of og setae yes 8998 to 9000, 9002 12815 3781 12497 13389 2628 IN DEX, TRAINS—Continued. PAGE SECTION At crossings over other railways full stop aty. sv... 421s 0s sepsgamootl maa 8826 when not requiredivieny. o4 -ehii ga buses © 8833 precedence® . gio. ao v kien « patton ils? abe» Sek 8827 rules of companies to be promulgated...... 8828 to 8830 hability of ‘engineer .)..'02).... aacr hae toueye 8831 habjlity of ‘company o'..1 0:5, .20h5 hier oe 8832 At highway crossings ; signals-by bell and whistle. ............4.. 8853 failure to give, penalty and liability... 8855, 8856 power of municipality to regulate...... 8854, 8851, 8844 Passenger stops at certain stations required.......... 8922 PCNALERE HART . Sawn Vgis nace Oe eae Oe 8923 notice, whether or not on time, to be posted. 8924 penalty for tvigiation. «i sss sina sc os oe 8925 crew required on, penalty... Sue ve cate seve oes tess eguncge MS 5 Wegener's sar sehecr cr a OS MUOMRONIIE 80. ceo oa osc betavys nan veers cagvdesaevisic ME 1070 MP OOUPORAGLON, orice choses cicosed nosnen econ TOURER 1069 Pete eT RON $0 2 on a ees 1069 Power of corporation to regulate or restrict, 1142, 1146 Registry on corporate books necessity for, under uniform transfer act.... necessity for, prior to uniform transfer C1 etic RMSE ea es, seen ner i ene 1064 what corporation may require before....... 1065 MOMIEUACRN OLS TOLUSAI s. siove ster te mcd ce oases eng 1066 CULONSEN OL COTPOLALION . ca. res cs sei sedus 1068 consequences of failure to transfer...86, 1064 Rescission of, for fraud, duress, ete.......:..... ineffectual against bona fide purchaser...... laches or waiver as @ bar toO............0-. Wreservinig nucure, Gividends | uj. Po ones tem eas 1070 Restrictions on, to be stated in certificate....... PERIL CS Ores soca ects ¢ 6 crea. ctaie ate os oaipernogeiae! « Forms assignment, endorsed on certificate of SOG Rn Gee SBI Hinks Mua antod ciceneri aio 258 regulation, providing for .......-..+.++4-. 167 transfer book and ledger............. 264, 265 TRANFEREE— (See Transfer of Stock; Certificate of Stock ; Negotiability; Registry of Transfer of Stock on Corporate Books) Entitled to registry of transfer........1058, 1065 Title under separate assignment extinguished by title under certificate.........++.++-+- Of indorsed certificate, status of.......-.-+.-+- Liability, on stock not full paid......-..-+-++-. 1090 Liability, under double liability law....-.-..-.- 1119 Of subscription liabilit ibn pos MeCeSSATY .---- eee rere eee 1090 where ‘‘full paid’’ certificates trans- OTTO metas cas «espa so eirsr ei cunt ekorsns 1090 Of bill of lading, rights........+++sesseerrrers TRANSFERER— f , Of stock, estoppel of, prior to uniform transfer CL RE De asi cialelales scsi scencety erent Genny 1074 Of stock, suit by, on behalf of corporation eieerroe 1030 liability under double liability law......+-. apy Of subscription ....--.-s+seeerereer tet ability... Ga ieag sin ta- Segoe: he assessments subsequent to transfer..... rights against transferee ...---eeeerert ee 2629 SECTION 8673-15 n 8673-1 8673-13, 8673-14 5348-2 8673-2 8673-1 n 8673-1 n 8673-1 n 8673-1 n 8673-1 n 8702 n, 8704n 8673-1 8673-1n 8673-1n 8673-1 n 8673-1 n 8673-7 8673-7, 8673-8 8673-7 8673-1 n 8673-15 8673-11, 8673-12 8673, 8673-10 8673-4 8673-1 8674n 8686 n 8674n 8674 n 8993-32 8673-5 n 8660 n 8686 8674n 8673-3 8674 n 8674 n 2630 INDEX. PAGE SECTION TRANSPORTATION COMPANY— Stock in power of mining or manufacturing company tO ACQUITE) we izp nr Riss eG 36 GSEGS etd 10138 Stockholder, ineligible as officer of railroad com- UDG 5 Shas ia ol al ad's. edu vnc grace saat ESM SM 8789 Hor. oj); gas, eleetricity,’ ete 5.24 J-cesspektcews 10132 to 10134 : 3989 Miotor, ache, HOM MLACKNG 2 tien cestspesstockegene acim eases 614-84 to 614-102 Meene of “actitws against, 2725-27 «sere acco peneate lore 11273 Water Powers. ,\. .. LKiapese.. to. GAR REEE Ue « MONE 10168 sexvire off procession sy. oO Se Seas eine wince ae 10238 defined shies, bt ee Gi Nee, b ote ss OE 5416, 614-2 taxation, ‘Of propertiy siestioiy ire i ee 5420 to 5431 5445 to 5448 GX CISOMUEX sotas Fe er irs ai cca yO canes arson Shee 5483, 5470 to 5492 form: of articles........g10ia) Si Opel Quen Ju 154 TREASURER (see Hxecutive Officers) — Generally: s vo spam gt tend eos esi unhee ale eae = lea 83 Duties of may be defined in regulations......... Duty to account for funds.........-eeee sees ene 1049 Contempt proceeding against, by receiver....... 1049 Defaulting, when suit may be brought.......... 1049 Liability for funds lost by failure of bank....... 1048 Surety on bond of, liability..............++- 5. 1049 Of railroad company) «i... cope eae sonnet as: Service of SUMMONS ON........ cere eeeereeoeee Forms SONG OF saci. poppe win: disse: «oie Oak Gataunee Bia iain Vie 319 provision in regulations relating to........ 169 TREASURY STOCK— Acquisition of by corporation not a reduction of capital stock. .....sedeee eens sartald nBoe Pledge of, by corporation..........s.ee. eee eee 995 Defined’ 0s ta We. fides shrew staat bese 21 Distinguished from unissued stock..........+... 22 8 an asset So V GE. eR. it, ee eared teres 22 Voted, when may be...... 2... ee eew ew ee eee b ees 995 Forms donation of, to corporation............+4-. 281 donation of, resolution of directors ac- GOPLIWAG fois sa cee ead tas PRA Be 280 TRUST— (See Monopolies and. Trusts) Corporation formed to administer..........-.-: 8704 8664 n 8664 n 8664 n 8664 n 8664 n 8783 11288 8700n 8647 n 8647 n 10085 to 10092 10092-1 to 10092-5 Deed, see Mortgages Fund, corporate property a........-.-++.++se0ss 1115 Fund, unpaid subscriptions as a..........++... 1115 Massachusetts, legality in Ohio.............: Voting, validity Of 00.0 c cece cae eteree aah ebatohae dete 996 Word ‘‘trust’? in corporate name, prohibited except in name of bank......../.... 8684 n 8684 n 12303 n 8647 n 710-3 INDEX. TRUST COMPANIES (see Banks ; Safe Deposit and Trust Companies) — As transfer agent or registrar of stock.. 86 Power to establish other departments oe Minimum capital stock Pe UNO le « hbie «aisle els a Wis es | oa te ee ser brews © os a 6 eye te wb eo 00 0 0: 6 bots Depository of funds under control of court, when may be Deposit with state treasurer.......... FE a ey BibRarees GEORG Soo eon cscs Dawn amennuns 710-151 Investments authorized loans and, in general........... 7aKeataal PR Ne a ascery s vcha oho eshoctaiodos aleve sh aghip Gases euP NG 710-167 Trusts power to accept ..... 6... eee eee ety 710-158 to 710-160 conditions precedent to accepting certain: paid -uplicapitaly eck sige 710-150 deposit with state treasurer........... 710-150 liability of capital and deposit for default 710-161 company administering, investigation of, by COUT Detter ene tewtetoiny Regn ei sraleas Torestn ones 710-162 . records of, not subject to inspection by stock- Jited Koray Ewe, Stk groes Se Moose cred rir 710-73 Trust department property held on trust, a deposit in........ 710-165 accounts and investments to be kept sepa- HELE Cute tabs wes elope lc Poy a iene cals eRe Rese 710-165 investments, etc., of, not subject to other lia- Dalit lec, jcc lseve coeey- ie -vcoPs Wehr e elaeeel sie)». pgehe 710-165 reserve not applicable to.........-..+++45- 710-167 general trust fund, investment of.......... 710-164 TRUSTEE (see also, Bankruptcy)— Power of corporation to act aS......----+++0 958 8627 n Registry of transfer of stock to a.........-++. 1069 8673-10 Director as a, for creditors and stockholders. .. .1115 8684 n Liability of, as a stockholder under double lia- Dility: law. «2.000. see ceeeesewn ga eee 1127 8689 n Of corporate mortgage ...----+--sere ert e tte 1151 8705 n purchase on foreclosure sale by ee wees .1152 8705 n , ienc power to prosecute action for de s2 ete Ae on judgment ....---eerece res eenes foreclosure by . re pert scm 1243 8793 n Liquidating, on dissolution of corporation ‘ pane may act aS......ee eee r enter ees 8742, 8743 directors may appoint ...-.--++-+++++: cneee eroutaent aft iy court, when board without a quorum ...--..--: eee eee de tees prosecution and defense of actions by....--- real estate, power to sell and.convey..-.--- Gontrol Dy COUTE ...0...0 nee were ey teem ei aS Re AGN ii caplet oii ay nasa ratte PY eA emmPATS Nr ek Lp ic be ike cvay kos sc prndinntnss ayannon excvarepen Arak erste es Bed tee ak faa sin ites Eee Power of trust company to act aS.-..--+++-+- PAGE 2631 SECTION 710-158 710-41 710-37 710-44 n 710-153 et seq. 11972, 11973 11961 to 11963 11964, 11965 11966 11967 11967 11969 11967 710-158 et seq. 2632 INDEX. PAGE SECTION TRUSTEES OF CORPORATION NOT FOR PROFIT— (See Agricultural Societies ; Benevolent Societies ; Cemetery Associations; Charitable Cor- porations; Colleges and Institutions of Learning; Corporation not for Profit ; Humane Societies; Religious Societies ; Salvage Corporations) Must be members ialw :J rude ls levied, webor, ef 8661 Election of FYB sear Fe bic prarteheapavtac eaacade ce LES. Oke 8655 ANWWAN os. wag aerate andes tis Oe eee se 8647 see Corporation not for Profit Number and term of office of FLERE.) GEUSUOUS” cis; vsinsneg Bspohe, Shoda aaa ean 8655 trustees subsequently elected .............. 991 8647 n WelPioGS Teorporations 6... cies ciee AA 8656 educational corporations ycitsaone. of stirahons 8656 corporations to promote science or art...... 8656 secret or benevolent societies.............. 8657 hospitals. . (iusto. sot. tieodob. bas Jadiae 8658, 8659 Quorum. . ay. mdude vtafiipiere eal waltatetat 1012 8660 BETO MANOEL oa o/ninteanaree icledancan haunts Seka icuceee se 8656 n Vacancy, in: office ofisida cedwnorineienivek tootliy. J - 8662 Pet Gh OMice anh. Ses tetas cont cempckers lect eames 8663 Having no capital stock, board of trustees as controlling, body. ji i.3 ab) s. detktd ois0. 8660 Power to adopt by-lawsiw.ii. ol. od. easdidooval. 8702 Liability for corporate\ debts... 0.00. eee ow came 1051 8666 is secondary only tacdido «at. Janice, dost. to.,.ak 1051 8666 n corporation having capital stock........... 1051 What are debts, .......0.0,)n.ioinen dd. Staal 1051 suits to enforce, where brought............ 8690 Ouster of, see Quo Warranto l’orms path of office os ce ed cin beet adqndaed - 251 minutes of election of first.............4.. 250 | TURNPIKE AND PLANK ROAD COMPANIES..... 9229 to 9304 Abutting owners, rights, ete.... 0.00... een. 9238 n, 9229n ABLIONS A CaINR GL VENUE. 1 ipa a bineieom ms ba neh Gis 11274 PAD RFOPEAA TOR! DYE: 5. sss cs wwross is jose 1s wins dele whee MLA 9232 | Appropriation of road or toll gate of, by munici- | pality .sanaofeh. uh. old . wreaan 9255 | Articles of incorporation specifica tive, DI . LenMinl: «unk .cieeahinwne 9229 supplementary ... . moiiewgsan io. maiiaiogs 9230 of landowners, assessed for improved roads. . 9288 Bridge use of, how acquired, without municipality. . 9233 repairlof, how ,enforced........... 0500's sflahli 9246 to 9249 fast driving over, penalty...........000.05 9251 carrying fire across, penalty..............% 9251 Bale Of, tO; MUNIGI DALEY .. 25. oesmaiescrvanderasetle MUM 9256 Books of account LO Be KDE ine xcantate cvs phage tut teemnedicn teins 9277, 9278 to be open to inspection by county commissioners, ete.......... 9277 by. shock ld era cc. acta a nacre duebuen als tees 9278 INDEX. Ounsolidation (5 So ek County commissioners “) 9 oO) OC TS TF franchise for use of roads, bridges, ete license to take toll oF eee eens Su Kt @ lee ip ew pe 6 ©: URS nena AOS TEL hike of eos eee eee power to inspect books .............-- 00. Creditors sale of part of road, not to affect Directors Gmrmals Teport pF tise Sree ves sr ere thks e 12 power to issue additional stock power tordeclare dividendsss... . 0s acs Jeane power to sellroad to“county.<< 7080) eee power to assist road, which is an extension... _ power to assist intersecting free turnpike... Execution Relenise TURU LON Se Pano NOSE eos “SRN ener ete sale of right-to take: toll-on. 71) oo Ie. Horfertures;show ‘recovered Uh Attest cee tees Incorporation of persons asessed to construct TOMUGM Mee See cee Ie chet eieen atl saree Judgment against gate keeper, when company JEN SOLO) a acres Clete Pach) CR NO Ca 1m ere ore 6 se), ee Land unnecessary, power to acquire............. APPTOPTiation Of MPT. PL ee ge ee gs om oe Liability, road or bridge out of repair.......... Miechanics~ WenrOne Toads ise eget se yeti Municipality toll gate not to be erected in..........---- extension of limits over turnpike road becomes public street.........--- compensation to company .......--++-- use of streets in, can not be acquired....... appropriation of roads, etc., by......-+-+++- purchase of road by...----+++eeereeereees Penalties, how recoverable ....-.+--++++eeeeees Powers SonePAl ieee Seka Sep ween es ets to appropriate property ..--+.+++e+seeres to assist intersecting free road..........-. to assist extension road ......-+++eeeeeees Public highway, bridge, etc. ; without municipality, how use acquired..... except macadamized TOA Cine sis cavers ace within municipality, use can not be acquired toll road becomes, when municipal limits ex- handed DMS eka Pe wet eo ns ewes Report of toll gate keepers .. 6.000 seer ernst ees MedipactOre c 0s cis sect esate ss Heelys Stock additional authorized ...-----++-+s2tet7s i of company organized by persons assesse for improved roads ...---++-+++s++sr+: 2633 TURNPIKE AND PLANK ROAD COMPANIES—Continued. PAGE SECTION 9274 9233 9236, 9237 9259, 9260 9262 to 9266, 9270 9267 to 9269 9277 9272 9280 9273 9280 9262 9275 9276 9298 to 9302 9303, 9304 9253 9288 to 9293 9282 9229 9232 9247 8376 to 8380 9254 9254 9255 9234 9255 9256 9253 9229 9232 9276 9275 9233 9234 9234 9254 9279 9280 9273 9290, 9292, 9293 2634 INDEX. TURNPIKE AND PLANK ROAD COMPANIES—Continued. PAGE SECTION Stockholders consent to surrender of road to county...... 9259 consent to private sale of road............. 9261 consent to sale of road to county.......... 9262 right to inspect books... as Ndeste > Akh ohne 9278 annual statement of directors to........... 9280 assessments on, to pay debts............... 9284 to 9287 liability of, limited ..... aide Gah ak Gaeee 9287 SPUPCLV BLOT OL - 0: gas stare y 9270 effect (Of Salat. crn cs te ciiece sri 2 5 9265 issue of bonds .......----+++++:- 9266 road to cemetery ......--.++-+5++ 10104 part in one county, effect on balance.... 9271 part, not to affect creditors.......---- 9272 OIMMORBCUTLON! ce vescieloyeen«eveueeaus sceueeremasesycotese® 9298 to 9302 appraisal .\...-cecrrercede ee danas 9299, 9300 franchise passes to purchaser, when 9301, 9302 ULTRA VIRES ACTS— (See also, Corporate Powers) TE ablATS “oul oo de doeatcbt erin setters ebay 940 8627 n When part of authorized actrees sbeterrie torre 941 8627 n Void, when ....---+++eeee ye UE oe Pataats mihi na 8627 n Effect on corporate existence.-.--.-+++rrett 941 8627 n Contract performed by one party.....-seee ess 941 8627 n Corporate acts presumed VALIG. oie acyeincil’ shee ey 942 8627 n Notice of corporate powers..----++srrerrrt tt 942 8627 n Guaranty of, validity ...4---+.+-san sph! 941 8627 n Who may object to cre a ae tee ee See DI ie 942 a0g7 @ stockholders, by injunction....-.-+++++°""" 942 peer n parred by laches ..------ss0r 7h t0t 7" 942 aay n stranger to transaction .---1.-ss5r rt 942 eles party who has received benefits..-.++++++"' ve S607 “ estoppel . i ---eseerttts rene Ly teats 942 ya estoppel as between creditors...---- +": 942 8627 n - Personal liability for % ae irectors and. officers. .j.riermenr se ntt” 943, jot 8627 n, hee ERIE RIGATS. bbe e ee tt ere TR et Senta overissue of TOTIGGS os taste a Rete es! } 2636 INDEX. ULTRA VIRES ACTS—Continued. PAGE SECTION Purchases ; claim’ for damages. 2... 7...) Ua teria a 941 8627 n stock in corporation itself................. 955 8627 n note given’ for 41)... P ee Oe 955 8627 n stock in other corporations................ 1112 8683 n Do not make de facto corporation............,. 941 8627 n UNDERGROUND. RAILROAD Fo ST ree 9142-9149 Krancnise son Sit. il. gee nee ha eee 9142 Tate, CULy,” HMNted< (oo oe Peay Ore ee eens means 9144 may provide for municipal ownership...... 9147 acceptance of, by grantee... 2 ty.) ame ce cm als 9148 1 an i a neiecticrs be he np aie Stpa oy 9143-2 Telerendim,” orf? 4.24 te 2 ke ee 8 Pe ees been eee 9148, 9149 Liability of, for injury to property, by con- BUFUCUIONS » (0: “Si cas’ Geatteniea nice eee 9146 Appropriation of property by......./........... 9145 Lease orspace in tunnel by. .')... cs te. en ae 9143-3 Marmér “of ~cbtistriletion es é Aus Sper s cate ee 9143 Change or relocation £69.07 1) tt eee “Sea eae 9143-1] A “street railroad” under public utilities com- ISSIOM “AOU ere cs ate ae pee ate 614-2 Rapid transit commission act................ 4000-16 to 4000-28 UNDERTAKER—- Designation of, in funeral insurance, prohibited. . 666 UNDERTAKING COMPANY, form of articles....... 152 UNDERWRITING— EL Pea cpeete, C0 EB Weel. eivcssdesbiAlboace irom Roan fy AE 100 nereements,: formal@elvy jv ehstiwess oct 331, 333 UNFAIR— P Competition in professional business, corporation can not complaineok °S. octet ee ee ee 916 8623 n prohibited, in public utilities commission act 614-14 by infringement of corporate name......... 961 8628 n Contracts, between directors and corporation. .. .1024 8660 n Contracts, between corporations having directors in Commot- 6 8.1545, ee 7.1026 8660 n Election, see Election of Directors UNIFORM BILL OF LADING ACT................ 8993-1 to 8993-54 See Bill of Lading UNIFORM STOCK TRANSFER ACT............... 8673-1 to 8673-24 (See Certificate of Stock; Registry of Transfer of Stock on Corporate Books) Applies only to certificates issued after July Le ATT oh wit.n1, BIG, BSS ae, Be 8673-24 ingempbetation Of) (044 hs44 hae nate Ae 8673-19 Cases not provided for, governed by rules of law ‘and equity. Vth oR an oa aa 8673-18 INDEX. UNION DEPOT COMPANIES id Articles of incorporation who may file provisions . . execution . were filed . G3. syeidbe Thal aad. gay LUD) LAU pgs Sebi Miers i ape AiR ic es eee 157 PRIMA Carter srs 6 Sas tte aig wn me oo, os SOME ORO | Ie Pie Sac shir dine arian’ BML: UOT, SD Depot and grounds Dules and regulations as: doje fovshess xaos ore arara exclusion of hackmen, solicitors, ete........ arrest of persons violating law or regulations DYE OOS, «. sacegntR ee eine enero aren See reaee i ti terre ic By-laws, rules and regulations Incorporators, who may. be...........csesnee ees Interurban depot and terminals Oe (Grohe) Bere 6) Oe P6 a 6 6 ev, sn 8, 60s 9 OL) © 62.6 ‘816 :01e a lelle: & © ee ete: bol 4 ee lee) Chel ess) eee eee, organization of company to maintain...... RR UTE RAC TCT Ue cise. in oe + een Ge pee Om DOLTOW | MONEY sys sk 1. Tale oie so appropriation of property.....-....+++++- ChaL Bese oe. os whee mom CeGtewainaee Dd emnL, 4. form of zarticles.........,... easiesi samme de. : 153 Law certain railroad, when applicable.......... general corporation, when not applicable... BAADIBWG ba oi es retericee rece ec pereserere TEGR MOTE? ae Re aS ce Stein oc Scr ADI to appropriate property.....--++s++sssse- to. use. streets....: ......-.-.+,+,2). doa SOB! oI pet to grant exclusive privilege to carriage EOTUDAIVY (i -estinns tions pat: ter eee to borrow money, issue bonds, etc.....---- Stock, how owned....-..-- bg reean mn herr Ne Stock, capital, statement of in articles,.....<=.. Streets, use of by. iu. sient ed: -eelnmertsie ds PEAtiON, PFOPCLtY .- deo nesses See st rpc wa Ns Maxation, EXcise PAX... <0 cise rns csr tices s: UNISSUED STOCK— erdios. ince sh eer hae Oana e s Distinguished from treasury stock....--++++ +++ an re RS i ra ia ra 6 me Tis: not increased StOCK 0. snc mie rere ¢ UNITED STATES— Mit Constitution, see Constitution Courts, see Federal courts Congress, power over navigable waters..--+- ++: UNIVERSITIES, see Colleges and Institutions of Learning. UNKNOWN DEPOSITORS (see Banks) ..++eese eee 2637 SECTION 9160 to 9169-5 9160 9161 9162 9162 9169 5416 9165 9165 9166 9164 9164, 9165 9160 9169-1 9169-2, 9169-3 9169-5 9169-2 9169-4 9168 8737 9167 9162 9162, 9163 9163 9165 n 9169 9163 9161 9163 5420 to 5431 5445 to 5448 5483, 5470 to 5492 8699 n 9305 n 9864 to 9872 2638 INDEX. PAGE SECTION USURPATION— Corporate office, of, quo warranto............. 12303 Franchise of, or unlawful exercise, quo warranto 12303 USURY— Corporate borrowing, when not subject to USUTRPLA WE: joisiet ss ae olen one 8705 Building and loan associations, When exempt trom laws ::.. 0. sewancalaeme as 9650 Contracts for illegal interest, by banks......... 710-47 n DiSCOUDLS AB) 31.9.5 coy .simiepalininiaas tt aa RAE nad t 710-136 n Contracts tainted by, under special charters.... 949 8627 n VACANCIES— In board of directors or trustees filledsthow tar gered cw cued bateaoety IEE Be 8662 form. of ‘minutes: filling... .{ Alenlovios. ban 279 VALENTINE ANTI-TRUS?T LAW i. 0%... - eunnee ke 6390 to 6402 VALUE (see Taxation; Tax Commission) — Property, as basis of capitalization............ 25 12 Property, exceeding, in capitalization.......... 25 12 Property, less than, capitalizing at............ 27 12 Of property of public utility, fixed by commis- BION S/o. kd DESK AAS CANAAN OPE eRe F 499-8 to 499-13 Defined in uniform stock transfer act............. 8673-22 in uniform bill of lading act.............. 8993-52 Of property exchanged for stock............... 976 8630 n Veet COMPAR X,', POWSTS 5 shinu « ee cle ooonale teats 10192 VENDOR, see Sales; Contracts; Certificate of Stock. VENUE— : Of suit to enforce stockholders double liability... 8690 Of suits under anti-trust act CriminaP Tels OPN ATOe eee AER 6396 n civil, quo warranto, injunction, etc........ 6400 n Of quo warranto proceeding....2.......c00000, 12311 Of actions against COTPOTACIGHG fa. a sve tice. ckesteteh corecnueis.cseie)adnqsuale 11272 LOPRIGD SOMMOVACIONG. 5... 4c ce a nanceeenieee 11276 railroad, ete,” companies, {o.4. wet + a kee 11273 turnpike -companieg ais. vac a aes oe 11274 companies organized under special charters 11275 Change of, where corporation a party.......... 11416 VERBAL— ‘ Subscriptions to stock, validity............... 967 8630 n VERIFICATION— Of pleading of corporation.............. |» BEG 11351 INDEX, VESSEL— oar SHBUTaNce OD) . 12 VERRY , th Company, form of articles..............-..+.. 158 VESTED RIGHTS (see Inalienable Rights)— Acquired under regulations or by-laws, not af- fected by repeal or amendment VETERANS— Of army and navy, corporation formed by.... VICE PRESIDENT— IROWONS,. “CIEGLES, 4OEC., .tek 8 10132 ee ae emer hese Peat een te een Tt 10133, 10134 Reservoirs, in certain places, prohibited......--- 10131 WATER TRANSPORTATION CcOMPANY— Articles of incorporation, formS...::::++:¢2:°r" 154 ae Geears . cose -Snogrhi- bre’ bege sot males es ae Meeride of process OD. »..crs ser urn erste te oe 238 Public utilities commission on supervision and control by .«-2s ance n tes e142, 501 a “railroad company” under .+--eeee spain ye ae emeheee 9 Taxation, of property -.---rerc tt - ction ces CUR BDI ETE excise tax TS ya Sate pate stt 73 PENA kk Ret, Oe 5445 to 5448 5483, 5470 to 5492 61 4-2, 5416 2642 INDEX. PAGE SECTION WATERED STOCK— Defined +223 ie. APG See tla Ae ee 23 Methods ‘of ‘issuing* 7s 222424 SL oreo) 23 Liability: of holdérs' 2, 7. 770 eee aie 27 Bonus stock "is eee es st eves oi tee eae 31 8630 n WAY, right of, see Railroads. WHARES OOM? ANTES +%,225.7.'dist8. se iutea heen yee 10207 WHOEVER— Word, in penal code, includes corporations...... 12371 WETS LAW Fo aso Sottero ie tee Cou tals walle 5495 to 5520 (See Franchise Fee or Tax) As affecting capitalization ..........2......40.. 27 Tax under, # franthise tax 0o i. Us. ROM ase 5495 n Constitutionality soo, GeO a Gee Pal ae 5495 n WINDING UP (see Dissolution) — Liability of officers to stockholders on.......... 1035 8660 n Real estate’ company, Of... sy ceeds beta tees es 8649, 8650 WITHDRAWAL— Of aubeeriptiots \ th stdele reas 30.5 a icehlscackee wees 968 8630 n conditional subscriptions ................. 971 8630 n Of deposits in building and loan associations........... 9651, 9652 | imi barkee yu. PEAR PBR OE Aaa se 710-132 n, 710-142 WITNESS— Deeds or conveyances to corporation, officer or stockholder ‘as +s 2 ccc2 9s Tigae Fees 953 8627 n Officer of corporation, not disqualified by death OL AAYOPHS’ PATTY yh eee a viata ot sheenoe 947 8627 n Before public utilities or tax commission not excused because testimony may incrim- REUDRe o°A0aie Bu alae eke wae Be Micke ra ae aes ae immunity from prosecution .............-. POSE ELONG yes ans ane nag e's aia 't sla phate emsiele TPE once cian Juss waleeen ao Cae gat eee Incriminating testimony, in actions under anti- CEUIED BOUL ay ede Giacs manasa ciaeine eet eieaarert WOMEN— Charitable corporations formed to maintain homes for aged, indigent, ete. 327s. Pease Homes for falén ss si5 5535) 5 2) 5 eee AO sanG Widows’ home and asylum for aged and indigent. WOMEN’S SOCIETIES— (See also, Benevolent Associations ; Corporations not for Profit) Benevolent associations ..........+eeeecceetes SEAL AXTGtOES Ve sac ee ia oe rome tee acceptance of provisions by other associations Ciristian’ association "32 i725 / 73.97 o2 Foe eee 1465-27, 553 614-39 553, 1465-27 1465-25 1465-23, 1465-24 6401 9972 to 9977 10023 10189 10033 to 10037 10033 to 10036 10037 10023 INDEX. PAGE WRECKING COMPANY, powers’.................. WRITING— Subscriptions should be. aM iy... 200 es inte oh Sie oa 967 WRITTEN INSTRUMENT— Assignment of certificate of stock, by separate... Of corporation FOLIC CXCCUTLONe er ce acct mona matertus tree au. 953 should be in name of corporation........... 953 necessity for corporate seal.......... 953, 954 officer or stockholder as witness or notary 95 PLOOL OL EXECUTION «07.6. nice yin le oe Seine ween 954 errors or omissions in, proceedings to correct YEA AND NAY VOTE— Of directors, to borrow or expend money........ YEARS— Corporate contract for term of, binding on future GauECUOLS, avalide aesters. fcr wet pete cusiee sere ce 948 YOUNG MEN’S CHRISTIAN ASSOCIATIONS....... TRERUINGY 2 QE ig erororo caceeian nord Great tno ne wo OF FC IDEA gq SC eRtaeD sacle ceo cameron Or cloner 5 2 tele > eee pe Are State association PUCOLPOT ATION 2: ayic sieie rine he nace bey a wee se eve how constituted ...,-+-i------arsseeeee res: FOUL OTES cel yrigita a) vinleoth cust eases Ries eGR Be OAR re Saari as has ajar se Bese myeie g's Pee ee POWETS of sean ees eet eet ee ne ene annual statement to state ALCON sere ess DE eet A Sea seta ah est ccigodn ores anor orerereere ny nese cyst ee TOTS i arta es whe ee ee EE ne 2643 SECTION 8673-1, 10169 8630n 8673-4 8673-10 10024 to 10024, 10024, 10027, 10028, 10031, 10031, 10026, 8627 n 8627 n 8627 n 8627 n 8627 n 12210 to 12214 8709 8627 n 100382 10027 10029 10031 10031 10030 10032 10028 10032 10028 10051 10026 10024 10030 10030 10030 10024 10032 10025 10028 eee a ere 2 = ee 3 A 2 A L. B. Cat. No. 1137 of: e f LT Oo 40 Due Name of Borrower Returned A ate ek Tus yt ., a i ( % ; a 11 02776 2G047F PIO SOG ; | 14ex COMMERCE LIBRARY Hu da | DT cc | D AISL | ®s