(h"ui 1? UNIVERSITY OF CALIFORNIA LOS ANGELES SCHOOL OF LAW LIBRARY €im m .OFCALIFCW Hii =^ 'Tt: =e ^lOSANGci/:). Mt-LIBRARY -^cyOJIT' LIBRARY^;/ 1 ■ f m S) ^ k9 Or. =5^ ^l^ 1713')^" ■Tt THE Annotated Corporation Laws OF ALL THE STATES GENERALLY APPLICABLE TO STOCK CORPORATIONS INCLUDING Statutes and Constitutional Provisions relating to Receivers, Practice, Taxation, Trusts and Combinations, Labor, and Crimes by Corporations and their Officers. IN THREE VOLUMES. COMPILED AKD EDITED BY ROBERT C. CUMMIXG, FRAXK B. GILBERT AND HENRY L. WOODWARD OF THE Albany, N. Y., Bar. Vol. I. ALBAXY : J. B. LYOX COMPAXY, PUBLISHERS. 1899. Copyright by J. B. LYON COMPANY, 1899. r INTRODUCTORY NOTE In addition to the general statutes providing for the creation, management and liabilities of stock corporations, the provisions of the constitutions and statutes of the several States relating to the following subjects are included: 1. The appointment and powers and duties of receivers on dissolution or in insolvency. 2. Actions against corporations and their officers in the nature of quo warranto. 3. The duties of employers in respect to their employes, including liabilities of stockholders for wages, factory regulations and other kindred subjects. 4. Taxation of the property, earnings and franchises of corporations. 5. Practice in actions by or against corporations, including the commence- ment of actions, pleadings, attachments, executions, enforcement of stock- holders' and directors' liabilities, etc. 6. Restrictions and limitations upon the creation and operation of trusts or combines for the regulation of trade, fixing of prices of commodities and pre- vention of competition. 7. Punishments for frauds and malfeasance of corporations and their officers and agents. The character of this work will declare itself by a cursory examination. In this prefatory note it is only necessary to call attention to some of its distinguish- ing features. It has not been attempted to include the statutes of the several States which are exclusively applicable to special classes of corporations. The scope of the work is confined to those statutes which are generally applicable to all stock corporations. This includes, however, all general statutes providing for the creation and management of corporations for ordinary business purposes. The statutes are not digested. They are included verbatim. The arrange- ment of the statutes, for convenience of reference, is made to conform to the official editions of the statutes of the several States. At the end of each State are appended the several acts, in chronological order, which have been passed since the enactment of the official edition. Such parts of the several State Con- stitutions as relate to the rights, powers, duties and limitations of stock corpora- tions and their officers and stockholders are inserted in full. One of the important objects of this work is to enable corporations seeking to do busmess 7292(51 iv INTEODUCTORY XOTE. outside of the State of their domicile to know what their duties, powers and liabilities are in other States. To accomplish this, especial attention has been given to the statutes relative to foreign corporations. All of these statutes are as amended and in force on January 1, 1899. Xotes are inserted at the end of each section of the statutes, containing cross references to other provisions of the statutes of the State which refer or relate to a similar subject. All of the leading cases decided by the Appellate Courts of the several States which construe or are applicable to any part of the statutes included, are digested and inserted in connection with the provisions of the statute to which they relate. The statutes of each State are separately treated, with a complete and care- fully prepared index added at the end of each State. This arrangement seems best for convenience of use. The compiling of these statutes has been a task of no small dimensions. Every possible precaution has been taken to secure accuracy, with the realization that the value of the work depends upon its reliability and convenience of use. The search for statutes bearing upon corporations and decisions construing such statutes has necessitated the perusal and careful examination of hundreds of volumes. The editors have had at their disposal the most excellent facilities of the Xew York State Library, and have been assisted from time to time by the courtesy of the secretaries of state and attorneys-general of the several States. While it would be fool-hardy to claim for a work of this character absolute per- fection and accuracy, the editors are confident that its accuracy and complete- ness can bo relied on, and are hopeful that corporations, attorneys and others interested in extended corporate transactions will find it of practical use and value. ALABAMA. TABLE OF CONTENTS. CONSTITUTIONAL PROVISIONS. Page Art. I. Declaration of ri>;lits 3 IV. Legislative department 4 XI. Taxation 4 XIV. rrlvate corporations 4 CODE PROVISIONS. The Civil Code. Ch. 1. General provisions applicable to tlie whole Ciiile 11 2. Atlacliments 11 Art. 1. Issue of attachnieiits 11 28. Corporations 11 Art. 5. Mining, quarrying and manufacturing companies 11 11. Corporations not specially prov ided for 14 12. General provisions 21 13. Charter fees required of domes tie corporations 26 14. Dissolution of business corpora tioiis 27 16. Conditions upon which foreign corporations may do Inisinoss in tliis State... 28 29. Costs and fees 29 Art. 2. Security for costs 20 46. Evidence 30 Art. 1. General rules -50 54. Garnishments 30 Art. 1. Garnishment defined; wl>on and luiw Issued and dissolved 30 2. Answer of garnishee and proce 'dings thereon 31 91. Pleading and practice 31 Art. 1. The summons 31 ll-l. (^uo \v:irranto, actions in tlie nature of 32 110. Taxation 34 Art. 1. Definition of terms 34 2. Exemptions from taxation 34 3. Subjects, rates, maturity and lien of taxes 34 5. Assessments; when and and how made 36 14. Venue 36 Art. 1. Venue of actJons 36 Rules of Practice in Chancery Courts. The Criminal Code. Ch. 153. Forgery and counterfeiting 37 154. Frauds 37 Art. 6. Depreciating stock or bonds of corporation with Intent to l)uy :!7 180. Proceedings after Indictment; trial and Its Incidents 37 Art. 17. Process on Indictment against corporation; frial and judgment 37 ALABAMA. COXSTlTUTiOX OF ALABAMA- 1875. PROVISIONS RELATING TO CORPORATIONS. ARTICLE I. Declaration of Rights. Sec. 23. Laws Impairing the obligation of con- tracts or making Irrevocable grants of privileges, prohibited. 24. Private property not to be taken for public use without compensation. ARTICLE IV. Legislative Department. Sec. 23. Special laws for benefit of corporations prohibited. 24. No local or special law shall be passed, unless, etc. 26. General assembly shall pass general laws for protection of local and private in- terests. 36. Trust funds not to be invested In bonds or stock of any private corporation. 54. State shall not lend its money or credit to any corporation. 56. General assembly has no power to au- thorize any county or other subdivision of this S"tate to lend its money or credit in aid of any corporation. ARTICLE XI. Taxation. 2. Power to levy taxes shall not be dele- gated to private corporations. 6. Property of private corporations Bhall forever be taxed. Sec. S..C. ARTICLE XIV. Private Corporations. 1. How corporations may be formed. Laws that may be altered, amended or re- pealed. 2. In regard to validity of existing charters or grants. 8. Power of general assembly to remit the forfeiture of the charter of any exist- ing corporation. 4. Requirements of foreign corporation. 5. Corporation not to engage In any busi- ness not authorized by its charter. 6. No corporation shall issue stock or bonds except for value. Fictitious increase of stock or indebtedness shall be void. 7. I'rivntf property taken for public use. Right to appeal from an assessment. 8. How dues from private corporations shall be secured. Individual liability of stockholders. 0. The Issue of preferred stock by corpora- tions. 10. Power of general assembly to alter, re- voke or amend any charter of incorpo- ration now existing. 11. Rights of telegraph companies. 12. All corporations shall have the right to sue and be sued. 18. " Corporation " defined. ARTICLE I. Declaration of Risrlits. § 23. No ex post facto law, or law impair- ing the obligatiou of contracts, or making any irrevocable grants of special privileges or immunities, shall be passed by the gen- eral assembly. Corporate property shall forever be taxed. Art. XI, § 6. All laws creating corporations are sub- ject to repeal. Art. XIV, §§ 1, 10. Actions to vacate charters. Statutes, §§ 31G7 et seq. [An act of the general assembly incorporating a company with authority to construct a toll bridge, is a contract whicli cannot be impaired. Micou V. Bridge Co., 47 Ala. 652. The test of the power of the legislature to confer franchises on particular individuals is whether the privilege conduces to public good and is such as must be committed to a few in order to be avail- able. Horst V. Moses, 48 Ala. 129. AN'henever the State grants a charter of incor- poration the presumption is that an equivalent is received — that the grant !.'< not without a quid pro quo. Aldridge v. R. R. Co.. Stew. & Port. 199. Tiierefore tlie grant is a contract, into which the State enters in consideration of public lienefit re- ceived or expected to accrue. Daughdrill v. Ins. & Tr. Co., 81 Ala. 91; Logwood v. Bank, Minor. 23; State v. Bank, 2 Stew. 30; Jemison v. Bank, 23 Ala. IfiS. A statute which declares a forfeiture of a char- ter, with consent of the company, does not impair the obligation of a contract. R. R. Co. v. State, 29 Ala. 57S. The legislature cannot deprive creditors of a cor- poration of their rights imder the charter. R. R. i'n. V. Branch, 59 Ala. 139; s. c, 6 Am. Corp. Cas. 130. Where a law when a corporation is formed exacti certain duties of it. and subsequent statutes im- posing a penalty, where none existed before, for failure to perform such duties, does not Impair any ALABAMA. rowers of legislature — Const., Art. i, § 24, Art. iv, §§ 23-25, 35, 54, 55. corporate right or otherwise violate the Constitxi- tlon. Ry. Co. v. Stelner, Gl Ala. 559. Charter by a private cori)oratlon, when ac- cepted, Is aii executed contract between a State and the corporators, and within the protection of the constitutional provlHlon, State and Federal, against laws Impairing obligation of contracts. R. R. Co. V. Kenncrly, 74 Ala. 5('>i). But a corporation takes nothing by Its charter, except what Is plainly, exurcssly. and unequivo- cally granted, or necessarily lnii)lied; and In all things else the State mav exorcise ovt-r It full and Implied powers as over Individual. Id. Repeal of general corporation; etTcct as to corporations formed thereunder. Bibb v. Hall, 101 Ala. 70; B. c, 14 8o. Hep. 98; Kahn v. Hall, 101 Ala. 102; a. c, 14 8o. Rep. 105.] S 24. Thnt the exercise of the right of eminent domain shall never be abridged, nor 80 construed as to prevent the general assembly from taking the property and franchises of incorporated companies, and subjecting them to public use the same as individuals. But private property shall not be talien or applied for public use, unless just compensation be first made therefor; nor shall private property be taiien for private use, or for the use of corporations, other than municipal, without the consent of the owner: Provided, hoAvever, That the general assembly may, by law, secure to per- sons or corporations the right of way over the lands of other persons or corporations, and l)y general laws provide for and regu- late the exercise by persons and corporations of the rights herein reserved; but Just com- pensation shall, in all cases, be first made to the owner; And provided. That the right of eminent domain shall not be so construed as to allow taxation or forced subscriptions for the benefit of railroads or any other kind of corporations other than municipal, or for the benefit of any Individual or associa- tion. See Art. XIV, § 7. [Principle upon which court of equity proceeds In Interfering to prevent corporations Invested ■with right of eminent domain from entering upon lands. R. R. Co. v. R. R. Co., 75 Ala. 275. The power of condemnation can only be exercised by the general assembl}', and Is not conferred on tlie courts by general statutory provisions requiring the taking of private propertv for public use. R. R. Co. V. R. R. Co., 82 Ala. 297; s. c, 2 So. Rep. 710.] ARTICLE IV. Legislative Department. S 23. No special or local law shall be en- acted for the benefit of Individuals or cor- porations. In cases wliich are or can be provided for by a general law, or where the relief sought can be given by any coiu't of this State; nor siiali tlie operation of any general law be suspended by the general assembly for the benefit of any individual, corporation or association. Bee g| 24. 25. post. Corporations must be cre- ated by general laws. Art. XIV, { 1. § 24. No local or special law shall be passed, on a subject which cannot be pro- vided for by a general law, unless notice of the intention to apply therefor shall have been published in the locality where the matter or thing to be affected may be situated; whicli notice shall be at least twenty days prior to the introduction into the general assemblj' of such bill, and the evidence of such notice having been given shall be exhibited to the general assembly before such bill shall be passed; Provided, That tiie provisions of tills Constitution, as to special or local laws, shall not apply to public or educational institutions of or in this State, nor to Industrial, mining, immi- gration, or manufacturing corporations or interests, or corporations for constructing canals, or improving navigable rivers or harbors of this State. See preceding section, and cross-references. § 25. The genei-al assembly shall pass gen- eral laws, under which local and private interests shall be provided for and protected. See i 23, ante, and cross-references. § 35. No act of the general assembly shall authorize the investment of any trust fund by executors, administrators, guardians, and other trustees, in the bonds or stock of any private coi-poration; and any such acts now existing are avoided, saving Investments heretofore made. § 54. The State shall not engage in works of internal improvement, nor lend money or its credit in aid of such; nor shall the State be interested in any private or corporate enterprise, or lend money or its credit to any individual, association or corporation. See S 55, post. 8 55. The general assembly shall have no power to authorize anj' countj% city, town, or other sulidivlslon of this State, to lend Its credit, or to grant public money or thing of value, in aid of, or to any individual, asso- ciation or corporation wliatsoever or to be- come a stoclcholder in any such corporation, association or conipanj', bj' issuing bonds, or otherwise. See § 54, ante. ARTICLE XI. Taxation. § 2. No power to levy taxes shall be dele- gated to individuals or private corporations. § 0. The property of private corporations, associations and individuals in this State shall forever be taxed at the same rate; ALABAMA. I'rivato corporations — Con.st., Art. xiv, §§ 1^. Provided, This section shall not apply to In- stitutions or enterprises devoted exclusivelj^ to religious, educational or charitable pur- poses. See Code, §§ 3906 et seq. [/ny exemption from taxation, total or partial, dallied by a private corporation under Its charter, or net of incorporation, the courts require that the legislative Intent to confer such exemption shall be •:'xpressed in clear and unambiguous terms; nnd If there Is a just and reasonable doubt as to RucI Intent, it is resolved against the corporation. R. I:. Co. V. Kennerly, 74 Ala. .^^)(;. Tie Constitution does not authorize the l(>gis!a- tnre to prescribe an arbitrary and nrtiflcial value of tie property of corporations, and assess taxes on 6uch valuation. Hoard of Assessment v. I{. R. Co., 59 AIn. 551. National banks are not subject to St.'ite taxes, except in so far as Congress au- ttiorlzea It, but shares in such banks are subject to State taxation against the individual holders. Sumter Co. v. Bank, 02 Ala. 464.] ARTICLE XIV. Private Corporations. 8 1. Corporations may be formed under general laws, but shall not be created by Rpeolal act, except for municipal, maiiu- facturlnp, miniuK. immlftration, industrial and educational purposes, or for construct- ing canals, or Improving navigable rivers and harliors of this State, and in cases "^^-here, in the judgment of the general as- sembly, the objects of the corporation can- not be attained under general laws. All general laws and special acts passed pur- suant to this section may be altered, amended or repealed. Laws Impairing obligation of contracts, pro- hlljlted. Art. I. { 23. Special laws prohibited. Art. IV, f5 23, 24, 2."). General laws for creation of corporations. Code, §§ 1251 et seq. FExerclse of the privileges granted by charter, will be almost conclusive evidence of acceptance. Ina. Co. V. Landers, 43 Ala. 115. So also of amendment to charter. R. R. Co. v. Bingham, 5 Ala. (\f>7. The test of the power of the legislature to confer franchises on particular Individuals Is, whether the iirivilege conduces to pulilic good, and Is such as nmst be committed to the few In order to be available. Ilorst v. Moses, 4S Ala. 129. Statute held valid under fibo\o section. A. & M. Assn. V. Ins. Co., 70 Ala. 121.] § 2. All existing charters or grants of special or exclusive privileges, under which a bona fide organization sliall not have taken place and business becMi commenced In good faitli, at the time of the ratification of this Constitution, shall thereafter have no validity. Existing charters may be altered or revoked. J 10, pest. Ferfelture for nonn.ser. Code, § 1273. Actions to vacate charters. Code, §§ 3417 et seq. § 3. The general assembly sliall not remit the forfeiture of the charter of any corpora- tion now existing, or alter or amend the same, or pass any general or special law for the benefit of such corporation, other than in execution of a trust created by law or by contract, except upon the condition that such corporation shall thereafter hold its cliarter subject to the provisions of this Con- stitution. LSce State v. Light Co., 15 So. Rep. 347.] § 4. Xo foreign corporation shall do any business in tliis State without having at least one known place of business and an authorized agent or agents therein; and such corjioratiou may be sued in any county where it does business by service of procesa upon an agent anywhere in this State. Attachments against foreign corporation, § 53.5. Requirements of foreign corporations to do busi- ness. See §§ 1316 et seq. [What is sutflclent compliance with requirements of this section. Security Co. v. Ingram. 91 A!a. 337; s. c, 9 So. Rep. 140. A corporation chartered in one State for any purpose may lawfully make a contract in furtherance of that purpose In any other State; laws do not prohibit such contracts. Hall V. Engine Co., 91 Ala. 363. A foreign corporation doing business in this State through a managing agent or employe, may be sued by summons and complaint, served on such agent or employe, upon a cause of action which accrued in the State. Tel. Co. v. Pleasants, 40 Ala. 641. A foreign corporation Is entitled to sue In courts of this State. Eslava v. IMow Co., 47 Ala. 384. "A corporate body duly Incorpoiated by the laws of Massachusetts," Is sufficient description. Id. As a general rule, a foreign corporation may prosecute a suit in the courts of this State, when- ever the Individual corporators would be permitted to do so; tliough the court may withdraw Its aid, on clear proof of the treasonable character of the corporation. I. & E. Co. v. Locke, 50 Ala. 332; s. c, 5 Am. Corp. Cas. 135. Corporations created by other States may, within this State, make any contract which they have capacity to make, unless prohibited by our laws. Mayor v. Rogers, 10 Ala. 37. A foreign corporation seeking enforcement of a contract made here, must show that It had cajiac- Ity to make the contract. JMorrls v. Hall, 41 A a. 510. A foreign corjioration has the right of «;uit in courts of this State. Lucas v. Bank. 2 Stew. 147. A foreign corporation, exercising any of i*^" corjiorate functions by comity of this State within its limits, must conform to our laws. A prohibi- tion in its cliarter against taking more than a pre- scribed rate of interest, will not affect a contract made in this State, payable here. Admr. v. Bank, 7 Ala. 386. As a general rule, a foreign corporation may, with safety nnd propriety, be allowed to prose- cute a suit when corjiorators, themselves, would be permitted to do so. Ini. & Ex. Co. v. Locke, 50 A!a. 332; s. c, 5 Am. Corp. Cas. 135. A foreign corporation, having a known place of business here, and an authorized agent ui)on wliom pro'-ess c;ni be served, may plead statute of limitatii>ns in like manner as a domestic corporation. Huss v. C. R. & B. Co., 06 Ala. 472. The above provision of the Constitution (art. XIV, § 4) is not In con- flict with anv act of Congress or the Federal Con- stitution, a". U. Tel. Co. v. \V. U. Tel. Co.. 67 Ala. 26; s. c, 6 Am. Corp. Cas. 180. And equity will not aid by Iiijunction any corporation wliich eH not show In Its plea that it has complied with this constitutional provision. Id. .\bove prcv vision construed. Beard v. I'ub. Co., 71 Ala. 6o. A corporation can have no leg.ii existence beyond the territorial boundaries of the sovereignty by whicU 8 ALABAMA. Private corporations; foreign — Const., Art. xiv, § 5. M iB created, and can transact business In otber »overelgntles only upon such terms and ondkions as such sovereignties may provide. Ins. Co. v. Knmper, 73 Ala. 325. AVhen special net creates a corporation and not Hierely confers on a foreign corporation a license to transact business. Id. A corporation chartered under the laws of an- •ther State necessarily has Its residence there, and cannot exercise powers in Alabama except by romitv. R. & B. Co. V. Carr, 70 Ala. 3SS; s. c, 10 Am. C'orp. Cns. 35. But corporation operated un- der charter procured from each of two States has a legal residence in each of the States. Id. This section does not authorize suits against foreign eorporation except on' causes of action originating here, or on contracts entered into with reference to a subject-matter within the State. Id. A corporation has its domicile, as to debts con- tracted bv it, in State by which its charter was f ranted: but may subject itself to suit in another tate by appointment of an agent upon whom process "may be legally served. Soc. v. Vogel, 70 Aln. 441. Tills section does not render void a contract made by a corporation which has not complied with its terms; and the other party to the contract, having received the benefits, cannot be lieard to question the capncitv of the corporation on this account to inalce it. Sherwood v. Alvis, 83 Ala. 115; s. c, 3 So. Kep. 307. Suit by foreign corpoi-ation ; necessary proof of corporate existence. Savage v. llussell, 84 Ala. 103; s. c, 4 So. Rep. 2:io. T'nder Alabama Code court of equity has no Jurisdiction to enforce specific performance of a contract made Mith a foreign corporation, or to prevent Its breach by process of injunction against residents, when contracts relate to per- sonal services only, and it is not alleged that It was made in Alabama, or that it was to be per- formed there. I'ub. Co. v. Tel. Co., 83 Ala. 498; ». c, 3 So. Rep. 449. Agent of a foreign corporation which has not complied with comiitions impoi^ed l)y above section of Constitution, cannot m.-iintaiu an action to re- cover compensation. Dudley v. Collier, 87 Ala. 431; s. c, 6 So. Rep. 304. Above section prohibits the malcing of a single contract or the doing of a single act of business, by such foreign corporation, as well as engaging In or carrying on Its business generally. Farrior v. Security Co., 88 Ala. Ii75; s. c, 7 So. Rep. 200. Under this provision a cuntract made with a for- eign curporation, and fully executed, cannot be afterwUrd assailed by party who receives the bene- fits of it; but. so long as contract remains execu- tory, ctiurts will not enforce it at instance of either party. Id. A bill to foreclose mortgage given to a foreign corporation, and executed in this State, must attirmatively show that, wlien contract was made, the corporation had an authorized agent and known place of business in this State. JIulleus v. Mortg. Co., 88 Ala. 280; s. c, 7 So. Rep. 201. Person who made contract with a foreign corporation prior to the passage of act ap- proved February 28, 1887, received benefits thereof, and suflered it to be executed, cannot then be heard to assail its validity on accoimt of failure of corporation to comply with art. XIV, § 4, of (,'onstltution. Craddoclv v. Mortg. Co., 88 Ala. 282. In bill filed by foreign corporation to fore- close mortgage, or to enforce any otlier contract, compliance witli art. XIV, § 4, must be alleged, as essential to right to relief; otherwise, fact of noncompliance is matter of defense, and must be taken by plea or answer. Christian v. Mortg. Co., K) Ala. 198. An alien corporation having com- Jilied with this provision (art. XIV, 9 4) may own and, or talie mortgage on land here. Id. A foreign corporation may litigate in Alabama without comi)lying with constitutional ami statu- tory provisions and regulating its right to do bnsiness here. Id. In bill to foreclose mortgage, filed by foreign corporation, or its receiver, not necessary to aver er show aliirniatively that corporation had capac- ity to make tlie contract, the onus of showing Itft Invalidity Iteing on party who assails it. Roul- ware v. Davis, 90 Ala. 207; s. c, 8 So. Rep. 84. When foreign corporation files bill in equity to enforce contract made here, It should allege com- pliance with constitutional and statutory pro- visions requiring iiiiown place of business and an authorized agent; but the want of such an aver- ment is only a ground of demurrer, and Is waived if not so taiien. Ginn v. Security Co., 92 Ala. 135; s. c, 8 So. Rep. 388. In the matter of contracts corporations are rot within art. IV, 5 2, of Federal Constitution, but »re dependent on laws of the State for privilege of doing business within its limits; yet contracts of foreign corporation with a citizen are subject to constitutional power of Congress to regulate com- merce among the several States, and contricts within scope of that power are not subject to restrictions imposed by State laws. Ware v. Shoe Co,, 92 Ala. 145; s. c, 9 So. Rep. 130; Nelms v. Mortg. Co., 92 Ala. 157; s. c, 9 So. Rep. 141. This provision has no reference to extent of agent's authority, but is only intended to provide for the Institution of suits and service of pro- cess. Id. A\ hen foreign corporation files a bill to fore- close mortgage given for money loaned, averring compliance with constitutional and statutory pro- visions as to resident agents and liuown place of business, not necessary to also allege corpora- tion's power to loan money. Id. Making a loan of money in Alabama, secured, by note and mortgage of laud, is " doing business within the meaning of constitutional and statu- torj- provisions, and is not a matter of interstate commerce. Id.; (.iinn. v. Sec. Co., id. 135. But tlie institution and prosecution of a suit Is not. Id.; Cook V. Brick Co., 9S Ala. 409; s. c, 12 So. Rep. 918; McCall v. Mortg. Co., 99 Ala. 427; s. c, 12 So. Rep. 800. What is a proper compliance with laws as to foreign corporation filing declara- tion in olHce of secretary of State and distinguish- ing person as agent. Falls v. BIdg. Co., 97 Ala. 417: s. c, 13 So. Rep. 25. The sale of brick In another State, delivered In Alabama, is an act of interstate commerce, which is not affected l)y laws of Alabama, requiring for- eign corporation to have place of business and an agent in State. Cook v. Brick Co., 98 A,la. 409; s. c, 12 So. Rep. 918. The single act of making a iiiau and taking mortgage security therefor by a foreign corporation on land in this State, is the doing of business within the prohibition of above section of Constitution. State v. Bank, 18 So. Rep. 533. Requisites of agent under above sec- tion of Constitution. McCall v. Mortgage Co., 99 Ala. 427; s. c. 12 So. Rep. 800. Action against foreign railroad company; when propertv brought in this State. R. R. Co. v. Trousdale, 99 Ala. 389; s. c, 13 So. Rep. 23.] § 5. No coi'poratiou shall engage In any business other than that expresslj* author- ized in its charter. Powers in general. Code, § 12.50. General pur- poses must be stated in declaration. § 1252. [Corporations can only exercise the powers which are expressly granted to them, such implied pow- ers as are, necessary and i)roper to carry into effect the powers expressly granted, and such in- cidental powers as pertain to the purposes for which the corporation was created. Livingston v. I'ipitin, 31 Ala. 542; Montgomery v. Plankroad Co., Id. 70; Ex parte Burnett, 30 id. 401; Lodge v. Waddlll, 30 id. :U3; Morris v. Mall, 41 id. 510; Smitli V. Ins. & Tr. Co., 4 id. 558: State v. Mayor, 5 Port. 279; State v. Stebbins. 1 Stew. 2i)9. Grants of power to corporations, unlike grants of individuals, are to be strictly construed in favor of the government and against the grantee. Cor- porations can claim nothing that is not clearly given, .\mbiguities ojierate against them. Lodge V. Waddlll, 30 Ala. 313; Powell v. Sammons, 31 id. .'')52. A corporation is clothed with power to do all acts necessary and proper to carry into ef- fect the purposes of its creation, and when neces- sary to accomplish such puri)ose, may appoint agents. R. R. (.;(> v. KIdd, 2V Ala. 221. A cor- ALABAMA. Private corporations; stock; eminent domain — Const., Art. xiv, §§ G, 7. poratlon cnn make no contract which is not neces- Barv, direct! V or Indirectly, to serve the purpose of its creation; nor can it apply Its funds to any purpose which Is not within the legitimate pur- poses for which it was created. Montgomery v. I'iankroad C'o., 31 Ala. 7t.2; Morris v. Hall, 41 Id. 510; Smith v. Ins. & Tr. Co., 4 id. 558. Contracts of corporation which it has no power to make are void, and courts will not enforce them. So also promissory notes and otlier Instruments given to secure performance of contract are void. Lodge v. AVaddlll. 30 Ala. 313; Smith v. Ins. & Tr. Co., 4 Id. 558. Agent of a corporation who con- tracts a debt for It which it has no power to con- tract, is made personallv liuble thereby. Drake V. Flewellen, 33 Ala. 106; Harwood v. Humes, 9 Id. 6.59. Prima facie no presumption of Illegality, abuse or excess of corporate powers attaches to cor- porate contracts, and the burden of showing their Invallditv rests on him who assails them. Ins. Co. V. A. '& M. Assn., 54 Ala. 73; s. c, 6 Am. X:orp. Cas. 109. One dealing with a corporation In matters not following within the purview of its delegated powers, is not thereby estopped from pleading its want of authority to make the contract .sought to be enforced against him. Hank v. Dunkln. 54 Ala. 471; s. c, 6 Am. Corp. Cas. 113. Otherwise, if the contract Is within the delegated powers. Id.; Pond V. Bldg. Assn., 01 Ala. 2:32. A person who has made a contract with a cor- poration which is ultra vires, though he has re- ceived the benefit of it. Is not estopped from set- ting up Its Invalidltv. Chambers v. Falkner, 65 Ala. 440; s. c, G Am. Corp. Cas. 182. When cor- poration has no power to lend money, a promis- sory note given to it for borrowed money, and a mortgage to secure such note, are both void, and cannot be enforced in ecjuity. Id. As to whether party who contracts with a cor- portatlon thereby estops himself from denying power of corporation to make such contracts, the decided cases are conflicting. "Wilkes v. R. 11. Co., 70 Ala. 180. A contract made by or with a corporation, if ultra vires, cannot be enforced, and the other party Is not estopped from setting up its invalid- ity; but. If tlie contract Is not ultra vires, he Is estoi)ped from dispntlng the regular and complete organization of the corporation. Sherwood v. Al- vis. K3 Ala. 115; s. c, 3 So. Rep. :j07. A corpora- tion wliich has received benefits of a contract ultra vires is not thereby estopped from setting up the invalidity. Lime Works v. Dismukes, 87 Ala. 344; s. c, 6 So. Rep. 122. Corporation organized to mine and manufacture lime rock has no inci- dental power to carry on a mercantile bu.siness. Id. If organized under general statutes, for pur- pose of manufacturing and selling machinery, it has no i>ower, express f)r Implied, to engage in Itusiness of manufacturing, buying or selling ice. Simmons v. Iron Works, 02 Ala. 427; s. c, 9 So. Rep. lOo. Construction and Interpretation of charter and by-laws is a question of law for the court; but determining nature of business and property, and • usage of that business, and extent of powers con- ferred on agents, are ijucstions of fact for the jury. Transp. Co. v. Kavauaugh, 93 Ala. 324; s. c, 9 So. Rep. 395. .\uthority and powers of corporation engaged in river navigation. Id. Plea of ultra vires no de- fense to suit. when. Hank v. Roden, 97 Ala. 404; s. c, 11 So. Rep. 883.] § 0. No corporation shall issue stock or bonds except for money, labor done, or money or property actually received; and all fictitious increase of stock or indebtedness shall be void. The stock and bonded in- debtedness of corporations shall not be in- creased, except in pursuance of general laws, nor without the consent of the persons hold- ing the larger amount in value of stock, first obtained ji> ; meeting Ir. be held after thirty days' notice is given in pursuance of law. Issue of preferred stock. § 9, post. Capital stock, how increased. Code, §§ 11.54, 1259, 1270, Preference to prior stockholders in issue of in- crease. Code, § 1272. Subscriptions to stock must be paj-able in money. § 1254. [See Fitzpatrick v. Pub. Co., 83 Ala. 604; s. c, 2 So. Rep. 727. Fictitious stock in private corpo- ration is illegal and void under above constitu- tional provision. William* y. Evans, 87 Ala. 725; s. c. 6 So. Rep. 702. Fictitious or fraudulent issue of stock; who mav assail. Parsons v. Joseph, 02 Ala. 403; s. c, 8 So. Rep. 788. Stockholder participating iu ficti- tious issue of stock, or other fraudulent act, is estopped from assailing its validity; but estoppel Is not binding on innocent tninsferee of the stock. Id. A pledge by private corporation of its bonds, secured by mortgage of property, if made with- out fraud" and solely for bona fide purpose of se- curing payment of a debt owing by corporation, Is not a violation of this provision. Nelson v. Hubbard; Cotton .Mills v. I>iuimick, OG Ala. 238; s. c, 11 So. Rep. 428. I'rovisious of above section are requirements for benefit of stockholders, and compliance therewith may be waived by them. Id. Certificates of stock Issued on fictitious increase of capital stock, void, lieitman v. Steiner, 98 Ala. 241; s. c, 13 So. Rep. 87. Kut the law does not avoid the entire issue, but the vitiating operation of the Constitution is confined to the fictitious ex- cess. Id. Risk of liability voluntarily increased bv purchase of certificates issued in excess of capi- tal. Id. An original issue of shares of stock as paid up, at less than their nominal value, is in violation of law, agaiust public policy, and violative of con- stitutional provisions. Perry v. Mill Co., 93 Ala. 304; s. c, 9 So. Rep. 217. -Mortgage bonds of a face value in excess of the debt, issued as collateral, held uot a fictitious Is- sue. Dexter v. McClellau, 22 So. Rep. 451.] § 7. Municipal and other corporations and Individuals invested with the privilege of taking private property, for public use, shall make just compeu-satiou for the prop- erty taken, injured, or destroyed by the con- struction or enlargement of its works, high- ways, or improvements, which compensation shall be paid before such taking, injury, or destruction. The general assembly is hereby prohibited from depriving any person of an appeal from any preliminary assessment of damages against any such corporations or individuals made by viewers, or otherwise; and the amount of such damages in all cases of appeal shall, on the demand of either party, be determined by a jury ac- cording to law. See art. I, § 24. fa fAbove section should be liberally construed In vor of the citizen. Montgomery v. Townsend, 80 Ala. 480; Rv. Co. v. Witherow, 82 id. 190; s. c, 3 So. Rep. 23." It was intended to secure a just compensation to owner of property taken, and to compel its payment before the appropriation was complete; also, to secure the right of appeal from the preliminary assessment of ilamages. without regard to the "character of the tribunal or body by which the assessment may be luade; and the right to a trial by jury, on the demand of either party, when the error or matter complained of is the "amount of damages assessed. Say re v. Ry. Co., 72 Ala. 443.1 10 ALABA:\rA. Private corporatious — Const., Art. xiv, §§ 8-13. 8 8. Dues from private coi-poratlons shall be secured by such menus as ma.v be pre- scrlbtHl l).v law; but \u uo <'aso shall any stockholder be ludividually liable otherwise than for the unpaid stocli owued by him or her. Proceedings by Judgment creditor of corporation. Code, § 2182. [See rimniborlin v. Broniberg, 83 Ala. 5TG; s. c, 3 So. K.'p. 4.S4. Liability of stockholders, or siibscribors for stock, Is iroverned by law of State by which char- ter Is frrantod, as if incorporated in the subscrip- tion as part thereof. Morris v. Glenn. 87 Ala. 028; s. c, 7 So. Hep. 00. Liability of transferror of stock under statutes of Virginia. Id.] § 9. No corporation shall issue preferred stock without the consent of the owners of two-thirds of the stock of said corporation. Fictitious Increase of stock prohibited. and cross-references. G, ante. § 10. The general assembly shall have the power to alter, revoke, or amend any charter of incorporation now existing, and revocable at the ratification of this Constitution, or any that may hereafter be created, when- ever, in their opinion, it may be injurious to the citizens of tliis State; iu sucli luanner, however, that no injustice shall be done to the corporators. No law hereafter enacted shall create, renew, or extend the charter of more than one corporation. See art. I, § 23; art. XIV, § 1. § 11. Any association or corporation organ- ized for the ptu'pose, or any individual, sliall have the right to construct and maintaiu lines of telegraph within this State, and con- lect the same with other lines; and the general assembly shall, by general law of uniform operation, provide reasonable regu- lations to give full effect to tliis section. No tt'legraph company sliall consolidate with, or hold a controlling interest in tlie stock or bonds of any other telegrapli company own- ing a competing line, or acquire, l)y purchase or otherwise, any other competing line of telegraph. § 12. All corporations sliall liave the right to sue, and shall be subject to be sued in all courts, in like cases as natural persons. See Code. § 1256, and note. Foreign corporation may be sued, how. Const., art. XIV, § 4. [This provision forbids unjust and odious dis- criminations against corporations, under the foriD_ and guise of laws regulating judicial procedure;' but It has no reference to venue in civil actions, Avhich belong only to the remedy or form of pro- cedure: and it does not Inhibit the passage of a general law authorizing a corporation to be sued in any county in wliich it transacts business through its agents, though an individual license can onlv be used in the county of his residence. Home Protection v. Richards. 74 Ala. 487. This provision must mean that where the cases are alike, there must bo no discrimination between corporations and natural persons in tho matter of prosecuting or defending suits. Smith v. R. R. Co., 7') Ala. 449. " The American Mortgage Co. of Scotland " and " The American Mortgage Co." are prima facie different corporations; and an as- sessment of taxes against the latter will not sup- nort an action against an agent of the former. State V. Sloss, 87 Ala. Ill); s. c, G So. Rep. 309.] § 13. The term " corporation," as used In this article, shall be construed to include all joint-stoclv companies, or any associations having any of the powers or privileges of corporations, not possessed by individuals or partnerships. " Person " includes corporations, Cude, §§ 1, 3306. [Corporation defined. Paschall v. VThltsett, 11 Ala. 472: R. R. Co. v. Kidd. 29 id. 221. No i)articular words or expressions are essential to the creation of a corporation. Ins. Co. v. Kam- per, 73 Ala. 325: s. c., 10 Am. Corp. Cas. 21.] ALABAMA. 11 Attachment — Code, §§ 533-534, 539, 1139. THE CODE OF ALABAMA. The Civil Code. CHAPTER I. General Provisions Applicable to the Whole Code. Sec. 1. Signification of words. § 1. * * ♦ The word " persan " includes a corporation as well as a nattiral person; " Corporation " defined. Const., art. XIV, § 13. See § 3906. [" Person " Includes not only natural but arti- ficial persons, unless such an interpretation ren- ders the statute inharmonious. Selma v. Mullen, 46 Ala. 411: Mayor v. Rowland, 26 id. 498. Punctuation marks have no controlling Influence in construing statutes. Danzy v. State. 68 Ala. 296: Cook v. State, 110 id. 40; s. c, 20 So. Rep. 360.] ; CHAPTER II. Attachment. ARTICLE I. ISSUE OF ATTACHMENTS. Sec. 5.33. Corporations may sue out attachment. 534. Security for costs, how given. .53.3. I'oreign corporations, attachment against. 539. Provisions of chapter applicable to pri- vate corporations. § 533. Corporations, either foreijrn or domestic, are entitled to proce.ss of attach- ment for the recovery of the debts or as- certained demands due them, the president, cashier of the corporation, or an atrent or attorney thereof, malting the affidavit and executing bond as in other cases. See § 1256, subd. 2, note. Execution may be is- sued against shares of stoclc in a corporation. See §§ 1266, 1267. § 5.34. When an attachment is sued out in favor of a non-resident, or a foreign cor- poration, security for the costs of the suit may be taken and approved by the officer issuing the same, or may be indorsed with his approval on the attachment. § ."iM."). I'rofess of iittiichnient may issue against foreitrn corporations, having prop- erty In this State, for the recovery of debts, or to recover damages for a breach of con- tract when the damages are not certain or liquidated, or in cases where the action sounds in damages merely, in the same man- ner, and subject to tlie same rules as in case of natural persons residing without this State. Requirements of foreign corporations. Const., art. XIV, § 4. [The affldavit need not state that the corpora- tion against which the attachment is sought is a domestic one. Central M. & M. Co. v. Steven,. 45 Ala. 594.] § 539. The provisions of this chapter are applicable to all i^rlvate corporations, and all affidavits or answers, required to be made under any of Its provisions, may be made by the president, cashier, secretary, or any other dtily authorized agent of such cor- poration; and such corporation may do and be dealt with under its provisions, In the same manner as If they were natural persons. CHAPTER XXVIII. Corporations. Art. 5. Mining, quarrying and manufacturing r'om panics. 11. Cdrporations not specially provided for. 12. General provisions. 13. Charter fees required of domestic corpo- rations. 14. Dissolution of business corporations. 16. Conditions upon which foreign corpora- tions may do business in this State. ARTICLE V. MIXING, QUARRYING AND MANUFACTURING CORI'ORATIONS. Sec. 1139. 114t». 1141. 1142. 1143. 1144. 114.5. 1146. 1147. 1148. 1149. 11.50. 1151. 11.52. 11.5.3. 11.54. 1155. Corporations may be formed. Declaration filed in court of probate; contents. Commission issued by judge of probate. Subscriptions for stock. Organization. General powers. .\dditional powers. Crossing public roads, streets, navi- gable waters. Consolidation of mining, quarrying and manufacturing corporations. How proposal adopted; entry of min- utes. Consolidation, how consummated. Name of charter of new corporation; changes. Property, rights and liabilities of new corporation; pending suits. Roard of directors; election; powers. Stockholders meet annually. Increase of capital stock. I'rovisions applicable to corporations organized under special charter. § 11.39. Two or more persons, associating for the purpose of mining, quarrying, or manufactining, may form themselves Into a corporation, in the mode, and having the capacity and powders in this article ex- pressed. See § 1251. 12 ALABAMA. Milling, etc., corporations — Code, §§ 1140-1144. § 1140. The persons so associatins must file in the office of the judge of probate of the county in whicli it is proposed such corporation shall have its principal jilace of business, a declaration in writ- ing, signed by each of them, stating the names and residences of the subscribers, the name and style of the proposed corporation, the amount of its capital stock, and the number of shares Into Avhich it is divided, tht; general purposes of the corporation, and the nature of the business proposed, anscril)ers whose subscriptions are payable in money, without the privilege of discharge in services, or labor, or property, the pajnneut in cash of t went J- per cent, thereof; and of the sub- scribers whose subscriplions are payable in money, with the privilege of discharging the same in stipulated service, or labor, or In the transfer or conveyance of property, con- tracts in writing signed by them, expressing such privilege, and binding them to the ren- dition of the services, or the performance of the labor, or the transfer or conveyance of tlie property, at such times as the board of directors may appoint; the proceedings of the meeting of the subscribers must be reduced to writing, and must be signed by them, and delivered to the commissioners, who must re- turn and file the same in the office of the judge of probate; and the officer or person, to whom the subscriptions for stock have been delivered, must make a copy thereof, and verify the same by affidavit, stating in such affidavit from which of the subscribers he has received payment in cash of twenty per cent, and from which he has received contracts In writing, as hereinbefore speci- fied. Upon the filing of such papers, the judge of prol)ate must issue to the sub- scribers, their associates, and their succes- sors, a certificate stating that they are duly organized as a corporation, mider the name and style, and for the purposes expressed In the declnratlon, having the power, capacity and authority confeiTed by law. See § 1255. § 1144. When duly organized such corpora- tion has power,^ 1. To have succession by the coiT»orate name for the period expressed in the dec- laration; and if a period of time be not expressed, perpetually. 2. To sue and be sued; and if deemed necessary, to have a corporate seal, and the same to alter at pleasure. 3. To hold, purchase, dispose of, and convey such real and personal property, as the nature of its business, and the purposes for which it is formed may require. 4. To appoint such officers and agents as may be deemed necessary for the transaction of its business, and tlie management and control of its affairs and property. .''). To make all needful by-laws, rules and regulations for the transaction of its busi- ness, the management and control of Its affairs, and the uses and disposition of its property; and for the transfer of its stock, and for the creation and preservation of a lien upon the shares of its stockholders for the i)ayment of any debt or liability they may incur to the corporation. r>. To carry on the business, or accomplish the purposes expressed in the declaration. 7. To borrow money, and to mortgage, or otherwise convey or pledge its property, real or personal, and its franchises, to secure the payment of the money so borrowed, or ALABAMA. 13 Mining, etc., corporations — Code, §§ 1145-1150. any other debt contracted by it; but it has not power to borrow a sum exceeding its capital stoclc, or at a rate of intereHt ex- ceeding eight per cent., payable semi-annu- ally; nor must such mortgage, conveyance, or pledge be made otherwise than by the consent of the holders of the larger part in value of the capital stock, expressed by vote at a meeting of the stockholders called for that purpose, of the time and place of which meeting, and. of the purpose for which it is called, thirty days' notice is given each stockholder personally, whose residence is known, and by publication for four con- secutive weeks in the newspaper published nearest to the place of business of the cor- poration. See § 1256, cross-references and notes. § 1145. Such corporation, when duly or- ganized, has, in addition, power to locate, construct and operate to and from its mines, furnaces, mills, factories, quarries or other works, railways, tramways, canals, tun- nels, underground passages, or roads, or to acquire by purchase railways, tram- ways, canals, tunnels, underground pas- sages, or roads, whei*eDy a connection may be made to and with the principal place of its business, its mines, furnaces, mills, factories, quarries, or other works, and any public highway, turnpike, macadam- ized, plank, or other graded road, or railroad, or navigable waters, or to or with its mines, ore-beds, coking or cooling grounds, or timber lands; or canals or aqueducts to and from its mills or factories, or furnaces, or quarries, and any waters or water-courses; and such corporation has also power to transport, as a common carrier, persons or property on any railroad, or other road, or on any canal, or aqueduct, con- structed or purchased by it, talking reason- able compensation. If necessary in the construction of such canals, aqueducts, rail- ways, tramways, tunnels, underground pas- sages, or roads, the conioration has power to condemn lands, or an interest or ease- ment therein, or thereunder, private property, for a way and right of way, iu the mode pre- scribed by law, such way and right of way not exceeding one hundred feet in width throughout the whole length of such canal, aqueduct, railway, tramway, tunnel, under- ground passage, or road; and with- out the consent of the owner of the land, the same must not be constructed through the yard, garden, orchard, stable- lot, gin- house, barn, or through the curtilage of a dwelling-house; and such corporation has power to erect, at such place as may be deemed convenient for its uses, depots, or other buildings, or structures, or wharves; and may purchase, hire, or charter vessels or boats for the transportation of its pro- ducts or property; and may aid in the con- struction of railroads, or iu the establish- ment of lines of vessels or boats, running to and from such depots, or other buildings, or structures or wharves; but the owner of any land which may be taken under the pro- visions of this section, shall have the right to have all his property, of like kind with that transported by the corporation, carried by such corporation over or upon such canal, railway or tramway, upon the payment of a just and reasonable compensation for such carriage. See § 1155. § 1146. Iu the construction of its railway.s. tramways, or roads, the corporation may cross any public road or highway, but must place such i-oad or highway in a condition satisfactory to the proper authorities of the county having control thereof; and may, with the consent of the proper authorities of a town or city, and upon such terms and conditions as may be agreed on with such authorities, use or cross the streets of such town or city; and may cross any navigable streams, but must not impair the navigation thereof. § 1147. Any two or more mining, quarry- ing, or manufacturing corporations may unite and consolidate their capital stock, property, and l)usiness in the manner herein- after provided. [Electric-light companies are " manufacturing corporations " within meaning of above section. Beggs V. Elec. Ilium. Co., [)Q Ala. 295; s. c, 11 >;o. Kep. 381.] § 114S. Such consolidation shall be made on the recommendation of the board of di- rectors of each of the corporations proposed to be consolidated, when adopted by a vote of the persons holding the larger amount in value of the capital stock of each corpora- tion. Such recommendation shall be sub- mitted in writing by the board of directors to the meeting of stockholders, and, witli tlie vote of the stockholders thereon, shall be entered on the minutes. § 1149. When a proposal for consolid-ition has been thus adopted, the consolid;itiou shall be carried out by an agreement in writ- ing, sealed with the coiiDorate seals, and signed by the presidents of the contra ctinir corporations, reciting that such agreement Is made with the consent of the stockholders of each of the corporations, given as i)ro- vided above, and stating the terms and con- ditions of such consolidation. This auree- ment must be recorded in the office of tin* judge of probate of the county in wliich such corporations are located; or if they ho located in different counties, in tlie office of the judge of probate in each county; and ui)on the filing of such agreement as above provided, the consolidation Is complete. § 11.50. On such consolidation, the parties may, by their agreement of consolidation, 14 ALABAMA. Business corporations — Code, §§ 1151-1155, 1251, 1252. adopt the name and charter of either cor- poration as the name and charter of the consolidated corporation, and may make such clianges and provisions, as to the amount of stock, and the number of directors of tlie consolidated corporation, as thej- may think proper. S ll.tl. The corporation so formed by con- solidation shall be entitled to all the prop- erty and rights of each of tlic corporations so uniting, and liable to the debts and ob- ligations of each of them. Suits pending for or against either of such original corpora- tions, nt the time of consolidation, are not abated, and shall not be delayed thereby, but shall proceed in the name of the con- solidated corporation. S ll.')ii. A boanl of directors, consisting of such number as may be prescriVted by the by-laws, must be elected annually bj- the stockholders, and must hold ottice for a term of twelve months, and until their successors are elected and 4. The capital stock of the coiiiora- tlon may be Increased to a sum not ex- ceeding ten millions of dollars, by the vote of the persons liolding the larger amount In value of the capital stock, at a meeting of the stockholders called for that purpose, of which meeting, and the purpose for which it Is called, thirty days' notice must be given each stockholder personally, whose residence Is known, and by pul)llcation for four con- secutive weeks, in some newspaper pul)llshed in the town or city In which the corporation Is located; and if at siifh meeting the per- sons holding the larger amount In value of the stock vote for such Increase, the proceed- ings of the meeting must be reduced to writ- ing, signed by the president, or chief executive officer of the corporation, and filed and recorded In the office of the Judge of probate of the countj'; each stockholder is entitled to a preference In taking of tlie In- creased stock an amount in proportion to the amount of the original stock he mnj* own. See 5 12.'59, niul cross-referenees. § 1155. Any corporation organized under any special charter for mining, quarrying, or manufacturing, may exercise, in addition to the rights and powers conferred under its special charter, all the rights, powers and privileges of corporations organized for mining, quarrying, or manufacturing under the article. [Act of February 21, 1SD8.] ARTICLE II. Corporations not Specially Provided For. Sec. 1251. Wbo may form. 1252. Declaration to be filed in oflice of judge of probate; f()ntent.s. 125.S. Commission issued by judge of probate. 12.54. Subsrrii)tlons for stock. 1255. Organization of corporation. 1256. General powers. 1257. Board of directors; election; powers. 1258. Annual meeting of stocliholders. 1259. Limit of capital stock: increase thereof. 1260. Renewal of incorporation. 8 1251. T^\-o or more persons, associating themselves for the carrying on of any in- dustrial business, or for any lawful enter- prise, if not otherwise provided by law, may form themselves into a private corporation, in the mode and with the capacity and pow- ers in this article expressed. " Corporntic" " defined. Const., art. XIV, § 13. Must be formed under general laws. Id., § 1. r.usiness confined to purposes for which created. Id., § 5. Limit of corporate existence. Code, g 1256, subd. 1. See § 1137. [Judicial notice cannot be taken of the charter or act incorporating a jirivnte corporation. City V. Plankroad Co., 31 Ala. 70; Drake v. Flewellen, 38 Id. 106; Church v. I'rlce, 42 id. 39.] § 1252. The persons so associating must file in the office of the Judge of probate of the county in which it is proposed the corpora- tion shall have Its principal place of busi- ness, a declaration In writing, signed by each of them, stating — 1. The names and residences of the Hub- scril)ers, and the name and style of the pro- posed corporation. 2. The general purposes of the corporation, the nature of the btisiuess intended, and the piincipal place of business or location of the corporation. 3. The amount of the capital stock and the number of shares into which It Is divided. 4. Any other matter It Is deemed desirable to state. Limit of capital stock. § 1259. Increase thereof. Id., and cross-references. Charters may be amended. §§ 128.^-1284. Limit of corporate ex- istence may be stated. § 1256. See f 1140. fPerson who contracts with n corporation de fncto is estopped to deny Its corporate clinracter, nnd cannot mnlntnln an action against tlie cor- porators Indlvldunllr ns partners. Snlder's Hniis (Vi. V. Trov, 91 .Ma. 224; s. c. 8 So. Rop. 658. Corporatiiin" do facto defined. Id. What l«i not such denling as will so estop a person. Pond v. Rldg. Assn., 61 Ala. 232. ALABAMA. 15 P.iisiiu'S.s corporations; subscriptious — Code, §§ 12o3-1255. The dcclnration Is an acceptance by the corpo- rators, under the name designated, and for the objects expressed, of the corporate powers and cupncit.v the hiw confers. If more be introduced in the declaration than the statute requires it is mere surplusage, and neither adds to nor detracts from the force of the declaration. Ins. Co. v. Kaniper, 73 Ala. 325; s. c, 10 Am. Corp. Cas. 21. Wliat constitutes the charter of a corporation under the general law. Id. See A. & M. Assn. v. Ins. Co., 70 Ala. 120.] S 12.":^. I'pon tli(» filinc of tho dcolnration. the jiul.ce of probate must issue to two or more of the s^ubscriliers to the declaration a commission, authorizing them, as commis- sioners, to open books of subscription to the capital stock of the corporation at such times antl places as they may appoint. Subscriptions must be payable In money. Const., art. XIV, § 6; Code, § 1254. See § 1141. [Legislature, under present Constitution, has power to autliorlze a county to subscribe for stoclj In a railroad company if the people chose to do so by a popular vote to tliat eftect. Kx jjarte R. R. Co.. 45 Ala. r>;>(>. A county may be authorized and required to issue l)onds to railroad company for I>ayment of stocic so subscriljed.' Id. Wlien a person's name api)ears on Ijooljs of a corporation as a stockholder, presumption is tliat he is owner of stocli, and onus is on liim to sliow tliiit his name was not subscribed ijy liiniself. nor by his autliority: and the l)oolld, the subscription stating the nature and character of such property, and when It is to be transfeired or conveyed to the corporation. See Const., art. XIV, § C. fSurrender and cancellation of stoclt is valid and binding as Jjetween the cori)oration and stoclj- liolders who avail tlieniselves of It. Glenn v. I'^nchett, 91 Ala. 316; s. c, 8 So. Rep. 40; 9 id. 265. The act of subscribing for shares creates con- tract with cor[)oration to pay for shares suli- scrllied In manner provided by charter: and action may be maintained to recover installments called for by a corporation, notwithstanding anotli'-r remedy may be given l)y ch;irter. lieene v. U. R. Co.. .T Ala. 600. In action against stocliholder for Installments upon his shares, it should be alleged by corporation that defendant had notice of re- quisition. Carlisle v. R. R. Co.. 4 Ala. 70. Right to claim forfeiture of stock, and proceedings con- sequent tliereujjon Is merol.v a cumulative rem- edy, and an action will lie to recover subscription, n. R. Co. V. Tipton. 5 Ala. 787. A regul.nr subseription for shares imports in itself a sufllclent consideration, and mi^y be de- clared on as the foundation of an action. Id. Wiiere charter does not re(piire written notice of calls for stock, a verbal notice by the secri'tary. by order of president. In pursuance of a resolu- tion of board of directors, is sutRcient. Smith v. riankroad Co., 30 Ala. 650. Fraudulent manage- ment of corporation, althongli it might oei.-asion a forfeiture of charter, is not avallaljle as a de- fense to delinquent stockholder when sued by the cori)oration. Id. Prescription; presumption of payment for stock from lapse of time. Sempie v. Glenn, 91 Ala. 245; s. c. 8 So. Rep. 40; 9 id. :^65. M'hen stockholder cannot witlidraw subscrip- tion, or deny corporate existence. Leliman v. Warner, 61 Ala. 455: s. c, 6 Am. Corp. Cas. 155. Subscription to stock is a contract, and must be supported by a consideration. The consideration is the riglit secured by it of membership; and when these are not secured it Is wanting In con- sideration, as are notes or otlier obligations given for its payment. Ins. Co. v. Kauiper, 73 Ala. 325; s. c, 10 Am. Corp. Cas. 21. IMll by sul)scribers to stock to have vacated their subscription, and to liave cancelled notes given therefor; wlien without equity^ rights of assignee under general assignments. Id. Unpaid suliscription for stock is a legal liability on which an action of delit or assumpsit may be maintained by the corpf>ration. Woldridge v. Holmes. 78 Ala. 568. Wliere land Is conveyed by stockholder to corporation in payment of sub- scription, the company Is a.purchaseV for full con- sideration, whether certificates of stock are iss\ied to him or not. Frenkel v. Hudson, 82 Ala. 15.'"!; s. c, 5 So. Rep. 57S. Alx)ve section (I0t>2) con- strued. Knox v. Land Co., 86 Ala. 180; s. c, 2 So. Rep. 7.58. Agreement to take shares In future corporation Is not a completed contract of subscription; and if corporation is not organized within reasonable time, or there is a material departure from the original purpo.se, court of equity will not enforce it. Knox v. Land Co., 86 Ala. 180; s. c, 5 So. Rep. 57.S. .^s a general rule, liability of stockholder on sub- scription does not mature "until call is made, and he cannot be sued without a previous call; but otherwise where subscription is made pavable at specified times. Ruse v. Hromberg, 88 Ala. 619; s. c, 7 So. Rep. HS4. When subscription for stock Is made pavable In property, the property must be taken at its" reason- able money valuation; and though a margin will be allowed for an honest dlflerence of opinion as to its value, a valuation grossly excessive, knowingly made, wlille its acceptan"ce mav bind the corporation, is a fraud on creditors, and they may proceed against the stockholders indi- vidually as for an unpaid subscription. Land Co. V. B. W. & E. Co., 92 Ala. 407; s. c, 9 So. Rep. 129. ^ Where one has contributed property In exchange for stock, such contribution gives him no valid c'aim against the corporation until all its debts are paid. Gibson v. Furniture Co., 96 Ala. 357; s. c. 11 So. Rep. .365. Evidence of suliscriptlon for stock sufficient to constitute complainant a stockholder and entitle him to a decree for dividends earned. Bank v. Roden, 97 Ala. 404; s. c, 11 So. Rep. 883. In an aserip- tiou can be enforced. Id. Li.ibility on subscrip- tion to stock. Brockwav v. Land Co., 15 So. Ren. 431. The Issuance of fictitious stock Is a defense to an action on a note given for a su)>scription tliereto. Bank v. alsey. 19 So. Rep. 522. riea in action on subscription to corporate stock, held not subject to demurrer. Haas v. Hall, 111 Ala. 442; s. c, 20 So. Rep. 78. § 12.".">. Fifty per cent, of tlie proposed capital stock having been subscrilied in good faith by subscribers, of whose solvency the commissioners are satisfied, they shali call the subscribers together at such time and 16 ALABAMA. Business corporations; general powers — Code, § 1256. place as thej' inaj' appoint for the election of a board of directors and other officers, and the further organization of the proposed corporation; a majority in value of the sub- scribers being present in person or by proxy at such time and place, they must elect a board of directors from the subscribers, con- sisting of not less than three, nor more than nine members, and such other officers as they may deem necessary; the directors holding office for a term of twelve months thereafter, and until their successors are elected and qualified; and shall designate an officer of their election, or some person of their appointment, to receive from the com- missioners the subscriptions for stoclc. Upon the deliverj- of the subscriptions to Buch officer or person, he shall require of the subscribers whose subscriptions are payable In money, without the privilege of discharge in services or labor, or property, the pay- ment in cash of twenty per cent, thereof; and of the subscribers whose subscriptions are payable in money, with the privilege of discharging the same in stipulated services or labor, or in the transfer or conveyance of property, contracts in writing signed by them, expressing such privilege, and binding them to the rendition of the services, or the performance of the labor, or the transfer or conveyance oi property, at such times as the board of directors may appoint. The proceedings of the meetings of the sub- scribers must be reduced to writing, and must be signed by them and delivered to the commissioners, who must return and file the same in the office of the judge of probate; and the officer or person to whom the sub- scriptions for stock have been delivered, must make a copy thereof, and verify the same by affidavit, stating in such affidavit from which of the subscribers he has re- ceived payment in cash of twenty per cent., and from which he lias received contracts in writing, as hereinbefore specified; upon the filing of such papers, the judge of pro- bate must issue to the suliscribers. their as.so- ciates and their sucessors. a certificate stat- ing that they are duly organized as a cor- poration, under the name and style, and for the inn-j)oses expressed in the declaration, having the powers, capacity and authority conferred by law. Election of directors. § 12.57. Defects in organ- ization may be amended. See §§ 1283-12S4. See § 1143. [Above section chanffos tlie common law rule, and a business corporation may bo organized be- fore all capital stock has been subscribed for. Schloss V. IVade Co., 87 Ala. 411; s. c, So. Rep. VT.. Stockholder who has participated in corporate action, or ratified or acquiesced in it. is estopped from impeachins: validitv of such action. R. R. Co. V. Grayson. SS Al:i. .">72: s. c, 7 S sued on the obligation they give for the repay- ment of money borrowed, whether it be under seal or not. McCullough v. Ins. Co., 46 Ala. 370. When sued on a contract made by it, corporation cannot plead nul tiel corporation, unless in case of misnomer or dissolution. Id. Competency as evi- dence of books of a private corporation. Id. Plea of nul tlel corporation irrelevant, when. Ware v. Rope Co., 47 Ala. 667. Person who eon- tracts with a corporation as stich is estopped to denv its corporate character. Snider's Sons' Co. V. Troy, 01 Ala. 224; s. c, 8 So. Rep. 658. De facto corporation defined. Id. What not such dealing as will work an estoppel. Pond v. Bldg. Assn., 01 Ala. 232. Judicial notice cannot be taken of the charter, or act incorporating a pi'i- vate corporation. City v. Plankroad Co., 31 Ala. 70; Drake v. Flewellen, 33 id. 106; ("hurch v. Price, 42 id. 30; Perry v. R. R. Co., 55 id. 413. Otherwise if organized under general law. Kel'y V. Trustees. 58 Ala. 480. A corporation is bound b.v same implications and inferences which bind natural persons. Bates v. Bank, 2 Ala. 4.51; R. R. Co. V. Hunt, 9 id. 513; R. R. Co. v. Tipton, 5 id. 787. If a corporation lends money, without authoilty under charter, and takes promissory note to s(>- cure payment, it cannot recover under the com- mon money counts. I-odge v. Waddill, 38 Ala. 313. The charter of a corporation cannot be declared void in a collateral proceeding, and evidence of fraud in procurement of charter is. therefore, hi- admissible in such proceedings. Duke v. Nav. Co., 10 Ala. 372. In nn action l)rought by a corponi- lion it is not necessary, under the general issu". to prove its corporate character. Garrett v. Bank. 1 Ala. 241. ALABAMA. 17 Business corporations; general powers — Code, § 1256. Xeceesarv averments of declaration in an action bv a corporation. R. R. Co. v. Tipton, 5 AIn. 787. "W'hfn name of a corporation Is changed, It may sue. In Its new name, to enforce former contracts, averring that they were made with It by Its former name. Exrs. v. "Tuscaloosa, 6 Ala. 327. An action of trespass for false Imprisonment lies against a corporation, l>ut an action on the case for malicious prosecution does not. Owsley V. R. R. Co., 37 Ala. 560: overruled as to last proposition In Jordan v. R. R. Co., 74 Id. 85. What Is necessary to sustain a judgment by de- fault against a corporation. Express Co. v. Car- roll, 42 AlQ. 437; Ins. Co. v. McCullough, 42 Id. 667; Lvon v. Admrs., 3 Id. 151; R. R. Co. v. Cole, 6 Id. 6.55; R. R. Co. v. Hart well, 43 Id. 508. During the existence and operation of a corpora- tion. Its general creditors have no lien which will entitle them to sue It In a court of equity; but Its property can he subjected to the payment of Its debts bv actions at law. R. R. Co. v. Branch, 59 Ala. 139; s. c, 6 Am. Corp. Cas. 130. A corporation Is liable for damages caused by the employment of unfit persons. Ry. Co. v. Smith. 59 Ala. 245. And for the improper selec- tion of Its officers. Id. Who are fellow servants. Id.; Tyson v. R. R. Co., 61 Ala. 554. What duty a corporation owes to employes in relation of fel- low servants. Id. In a suit against a corporation by an employe, it may recoup damages caused by lils fault. Ry. Co. V. Clanton, 59 Ala. 392. A corporation may sue an employe for damages caused by his neg- ligence. Id. A corporation has power to malie a bond in a judicial proceeding. Collins v. Hammoclc, 59 Ala. 448; s. c, 6 Am. Corp. Cas. 143. A corporation Is civilly liable for torts or for acts and negligence of its servants or agents, to same extent and under same circumstances as a natural person; the only limitation being that It le not liable civilly or criminally for torts, of which malice Is an essential ingredient. R. R. Co. V. Chappell, 61 Ala. 527; s. c, 6 Am. Corp Cas. 161. And it is so liable whether acting within the scope of Its corporate power or not. Id. Stockholders may obtain redress when interests of corporation are endancered. Manf. Co. v. Cox, 68 Ala. 71; s. c, 9 Am. Corp. Cas. 1. When suit by Individual shareholder will not be entertained. Roman v. Woolfolk, 98 Ala. 219; s. c, 13 So. Rep. 212. To obtain equitable relief against corporation and its officers, a stockholder must show what. Perry v. Mill Co.. 93 Ala. 3G4; s. c, 9 So. Rep. 217. Bill by stockholder to enjoin another corpora- tion from voting Its stock In election of officers, etc. ; laches for more than six vears a defense. George v. C. R. & B. Co., 101 Ala. 607; s. c, 14 So. Rep. 752. Injunction against corporation at suit of stock- holders; previous request to directors for action. Id. Bill by minority of stockholders against a cor- poration and directors Is without equitv, when. M. & P. Line v. Waganer, 71 Ala. 581 ;"8. c, 10 Am. Corp. Cas. 12. In such proceeding regular- ity of corporation cannot be questioned. Id. When such bill not multifarious. Id. When a bill in equity is filed by a creditor against a corporation. Its directors and officers cannot be joined as defendants for the sole pur- pose of discovery. Norwood v. R. B. Co., 72 Ala. 563. Necessary averments In bill In equitv by corpo- ration. Dennlston v. Ins. Co., 73 Ala. 465. An action against a corporation, founded on a contract which Is ultra vires, may be defeated on that ground; but this principle does not apply to an action ex delicto, founded on a tort committed by Its officers or agents. R. & B. Co. v. Smith, 76 Ala. 573. What Is necessary to render a corpora- tion liable, In an action ex delicto, for damages caused by negligence of agents or servants in per- formance of a contract which Is ultra vires. It must be shown that the contract was Its corporate act, and not the unauthorized act of such officers or agents. Id. Duty of stockholder before bring- ing suit In equity in respect to acts of directors. Nathan v. Tompkins, 82 Ala. 427; s. c, 2 So. Rep. 747. Multifariousness In bill between stockholders and corporation. TutwUer v. Land Co., 89 Ala. 391; s. c, 7 So. Rep. .398. Necessary parties to such bill. Id. Injunction against corporation at suit of stockholders; previous request to directors for action is necessarj- unless facts are stated which show that such requests would be useless. Mack V. Coal & Iron Co., 90 Ala. 396; s. c, 8 So. Rep. 150. Corporation may be liable for exemplary dam- ages In suing out a judgment wrongfully and maliciously. Bank v. Eboru, 84 Ala. 529; s. c, 4 So. Rep. 386. An action cannot be maintained against a rail- road corporation in Alabama for a tort committed in Mississippi unless the tort was actionable at common law, or is shown to be actionable by statute in Mississippi. Kahl v. R. R. Co., 95 Ala. 337; s. c, lu So. Rep. 661. Negligence of em- ploye, negligence of corporation. R. R. Co. v. Phillips, 98 Ala. 159; s. c, 13 So. Rep. 65; R. R. Co. V. Sanders, 98 Ala. 293; s. c, 13 So. Rep. 57. In suit to recover for work done for a corpora- tion. It Is proper to admit testimony that one of the directors saw plaintiff engaged 'in the work, and testimony of value of such work is admissible. Ry. Co. v. Corpenning, 97 Ala. 681; s. c, 12 So. Rep. 295. In an action begun against corporation, plaintiff may amend complaint and correct misnomer. Manf. Co. v. Greeullef, 100 Ala. 272; s. c, 14 So. Rep. 109. Bill filed by corporation to quiet title not de- murrable because it falls to aver that corporation had power to acquire a whole lien ; and corpora- tion will be presumed to have had such power. Engine Co. v. Mobile, 101 Ala. 559; s. c, 14 So. Rep. 557. Right of corporation to enforce a lien for a debt due It by another corporation on stock purchased by an officer of the latter with the funds thereof. Lumber Co. v. Ress, 16 So. Rep. 637. A bank officer cannot testify to contents of books of the bank without producing them. Roden V. Brown. 15 So. Rep. 598. The books of a corporation are evidence against it and between the members thereof, but not in their favor, in suit brought ag.ninst It by a stranger. Tuscaloosa v. Wright. 2 Port. 231. Court of common law cannot compel officer or agent of a corporation to produce Its books, but a court of eqnlty may, and necessltv for their pro- duction gives equity to a bill for discovery; but, since a corporation cannot answer on oath, the officer having custody of books should be joined as a defendant. Mining Co. v. Hale, 93 Ala. 542; s. c, 9 So. Rep. 256. Books of corporation as evidence. Terrv v. Bank, 93 Ala. 599; s. c, 9 So. Rep. 299. A party not having books of corporation in his power may, without notice to produce, prove its transactions by other evidence. Gaines v. Bank, Minor, 50. When an efTort is made to prove fact of agency by an order upon the corporate books, the books themselves must be produced, or sec- ondary evidence of contents, after notice to pro- duce them. R. R. Co. v. Hurst, 9 Ala. 513. The organization of a corporation is a matter properly proved by books of corporation, and that, too, when suit Is against a stranger. Duke v. Nav. Co., 10 Ala. 82. Person contracting with a de facto corporation is estopped to denv Its corporate ex- istence. A. & M. Assn. V. Ins. Co., 70 Ala. 120; s. c, 9 Am. Corp. Cas. 8. Legal existence of cor- Iioration cannot be inquired into collaterally but only by the State In a direct proceeding instituted for that purpose. Id.; Sherwood v. Alvla, 83 Ala. 115; s. c, 3 So. Rep. 307; Corv v. Lee, 93 Ala. 468; s. c. 8 So. Rep. 694; Bibb v. Hall. 101 Ala. 79; s. c, 14 So. Rep. 98; Kahn v. Hall, 101 Ala. 102; s. c, 14 So. Rep. liio. Plea of the general issue by corporation admits what. Zealv v. Rv. & E. Co., 99 Ala. 579; s. c, 13 So. Rep. 118. .\ special statute, amending charter of a private corporation and ratifying its previous organization thereunder, is competent evidence of the existence of a cor- poration. Boykin v. State, 96 Ala. 16; s. c, 11 So. Rep. 66. Execution of a note to a corporation by Its cor- porate name. Is an admission of the fact, and prima facie evidence of existence of charter of company, and user under It, under plea of nul tlel corporation. R. R. Co. v. Hurst, 9 Ala. 513. When plea of nul tlel corporation Is not estab- 18 ALABAMA. Business corporations; general powers — Code, § 1256. llshed. Sparks v. ■V\"oodwar(1, 87 Aln. 294; s. c, 6 So. Rep. 1"J5. AVbon such plea presents good defense. .Tolinsnn v. Bank, 88 Ala. 1271; s. c, 6 So. Rep. 909. Evidence being adduced prima facie establishing a partnershij), tlio onus is on defend- ant to prove incorporation. Clark v. Jones, 87 Ala. 474; s. c, 6 So. Kep. 362.] 3. To hold, purchase, dispose of, and con- vey such real and personal property as the nature of Its business may require. Dissolved corporation may dispose of Its prop- erty. § 1298. fQuestlon as to power of corporation to acquire property; when and by whom may be raised. Trustees v. Donovan. 58 Ala. 241. Stipulation for payment for lands " In bonds of company " does not imply that preferred bonds shall be delivered. Coal Co. v. Long, 91 Ala. 538; s. c. 8 So. Rep. 765. When contract of corporation is ultra vires, neither party can enforce it, and either of them may assail its validity: but, when fully executed, as by execution of deed and full payment of pur- chase mone.v, a court of equity will not rescind it, nor grant relief against it. Long t. Ry. Co,, 91 Ala. 519: s. c. 8 So. Rop. 706. Ratification by corporation of agent's execution of deed operates as an equitable estoppel of which courts of law cannot take cognizance in actions involving the legal title. Standlfer v. Swan, 78 Ala. 88; 10 Am. Corp. Cas. 49: Ware v. Swan, 79 Ala. 330. Corporation cannot appoint an agent to convey lands, except by vote of directors. Id. Corporations are capable of making every species of deed, and have general power to execute mort- gages for security of their debts. R. R. Co. v. Talman, 15 Ala. 472; Allen v. R. R. Co., 11 id. 437. When corporate seal Is afHxed to a deed by proper officer, validity of deed will be presumed. Id. Power of taking a disposition of real estate, construed. I'ond v. Bldg. Assn., 61 Ala. 232. Deed of a corporation; what is a sufficient execu- tion of. R. R. Co. V. Lancaster, 62 Ala. 555. Where an officer or agent of a private corpora- tion sells and conveys land to it, his knowledge of an outstanding equity does not charge the cor- poration with notice. Frenkel v. Hudson, 82 Ala. 158; s. c, 2 So. Rep. 758. Sale of lands by a person professing to act as agent of a corporation, but not shown to have any written authority, and whose appointment is not evidenced by any vote of directors. Is without any validity whatever. Swan v. Miller, 82 Ala. 530; s. c, 1 So. Rt^p. 65. Deed of corporation executed by agent without written authority from board of directors, passes no legal title as against the corporation. Swann v; Gaston. 87 Ala. 569; s. c, 6 So. Rep. 386. Conveyances by corporations are to be executed In same manner as those bv Individuals, as pro- vided by the (^ode. Jinwrlght v. Nelson, 105 Ala. 399: s. c, 17 So. Rep. 91. Acknowledgment of deed by foreign corporation, and sufficiency of. Id.] 4. To appoint such officers and agents as may be deemed neces.sary for the trans- action of its business, and the management and control of its affairs and property. Directors. § 1257, and cross-references. Failure to elect officers. §§ 1276, 1280. [When express authority of agent of a corpo- ration need not be proved, but may be implied. Tel. Co. V. Pleasants, 46 Ala. G41. Appointment of an agent by a corporation need not be evidenced by a written note of its func- tionaries; it may be inferred from the adoption of acts of agent by such functionaries, or by the corporation. R. R. Co. v. KIdd, 29 Ala. 221; Everett v. U. S., 6 Port. 166; Curry v. Bank. 8 Id. r{62: Bates v. Bank, 2 Ala. 451; R. R. Co. v. Hurst, 9 Id. 513. ("orporation not bound by declarations of Its otTicers, unless made when acting for it, and about the business which tliey are transacting for it. Smith V. Plankroad Co., 30 Ala. 650; Rives v. Plankroad Co., id. 92; Ready v. Mayor, 6 Ala. .^27, If agent of private corporation contracts a debt upon its supposed credit, when corporation in fact had no authority to contract debts, the con- tract imposes an original personal liability on the agent. Drake v. Flewellen, 33 Ala. 106; Harwood V. Ilumos, 9 id. 659. Reports of officers to stockholders or directors, regarding liabilities, will not bind corporation, when. Hall v. Ry. Co., 58 Ala. 10. An officer whose term has expired ma.v, if no successor be appointeil, continue to perform the duties of the ollice. Thorington v. Gould, 59 Ala. 461; s. c, 6 Am. Corp. Cas. 147. How persons may be proved to be corporate officers. Ins. Co. v. Peacock, 67 Ala. 253. Liability of corrioration for loss arising from acts of its officers. Id. Authority of secre- tary to borrow money for corporation. Id. Rati- fication bv agent of corporation, when an estop- pel. Taylor v. A. & M. Assn., 68 Ala. 229. Appointment of agent by or for a corporation ma.v be implied from confirmation of his acts or acceptance of his services. R. R. Co. v. Hill, 76 Ala. 303; s. c, 10 Am. Corp. Cas. 40; Reynolds v. Collins, 78 Ala. 94. ('orporatlon for manufacturing machinery has no power to act as agent of another manufacturer of machinery. Machine Co. v. Wilkinson, 79 Ala. 312. Note taken by it from a purchaser is void and cannot be enforced either against the maker or against the corporation as indorser. Id. Au- thoritv of agent of a corporation construed. Stan- ley V." Coal Co.. 83 Ala. 260; s. c, 4 So. Rep. 34. Contract of officer or agent of corporation for his own personal benefit; he Is liable to account to corporation for profits realized. Perry v. Mill Co., 93 Ala. 364; s. c, 9 So. Rep. 217. No formali- ties are essential to appointments by a corpora- tion unless expressly provided by Its charter. Transp. Co. v. Kavauaugh, 101 Ala. 1; s. c, 13 So. Rep. 283. Power of general agent under appoint- ment by resolution of board of directors. Id. Evidence competent to show that person is agent of a corporation. Id. Exorcise by agent of powers not expressly conferred; when binding. Id. Acts and contracts of agents may be ratified b.v a cor- poration, how. Bibb V. Hall, 101 Ala. 79; s. c, 14 So. Rep. 98; Kahn v. Hall. 101 Ala. 102; s. c, 14 So. Rep. 105. Ratification by corporation of acts of Its stockholders. Davis v. Chemical Co., 101 Ala. 127; s. c, 8 So. Rep. 496. Stockholders may sue president for an accounting, when. Stelner v. Parsons, 16 So. Rep. 6. It will not be presumed that it is the duty of the president of a corporation, as such, to pay its debts. Sampson v. ITox, 19 So. Rep. 896.] 5. To make all needful by-laws, rules and regulations for the transaction of its busi- ness, the management and control of its affairs, and the uses and disposition of its property; and for the transfer of its stock, and the creation and preservation of a lien upon the shares of its stockholders, for the payment of any debt or liability they may Incur to the corpoi*ation, [Binding force of by-laws. Weatherly v. M. & S. Soc, 76 Ala. 567.] 0. To carry on the business, or accomplish the purposes expressed in the declaration. Powers limited to purposes of creation. Const., art, XIV, § 5. Powers after dissolution. § 1298. [The ancient rule applied to corporations exist- ing by the common law, that they could act only ALABAMA. 19 Ijusiiu-s« corporations; powers; directors — Code, §§ 1250, 1257. by their common seal, has no application to those created by statute. Curry v. Banij, 8 Port. 361. The making of a note to a corporation is an ad- mission by the maker of the existence of the cor- poration. R. R. Co. V. Hunt, 9 Ala. 513. Unless restrained by legislative enactment, the contracts of a corporation may be made in the aanie manner or form in which similar contracts could be made by an Individual. Trustees v. Moody, 62 Ala. 389; s. c, 6 Am. Corp. Cas. 166. Any corporation, public or private, has capac- ity, "if not prohibited, to take a mortgage as gecurity for the debt contracted in furtherance of the objects of its creation. State v. Hice, ti.5 Ala. 83. I'ower of a corporation to borrow money. Ins. Co. V. I'eacock, 67 Ala. 253. A corporation can only exercise powers ox- pressly granted, or implied powers necessary to carry Into effect those expressed powers, and such incidental powers as pertain to the purposes of their creation. R. & B. Co. v. Smith. 7'i AK. 573. Persons dealing with a corporation are required, at their peril, to inform themselves of the fact that It has a legal existence, and of the extent of its powers; and are chargeable with notice of every fact that would be disclosed by the aet of its inrorporatlon, or other acts therein referred to. Spencer v. Ry. Co., TS) Ala. 570. Railroad corporation cannot, without an ex- pressed grant of power, acquire interests in mineral lands not necessary for its purpose. AVilkes v. R. R. Co., 79 Ala. 180. Unless restrained by statute, an insolvent cor- poration, acting through its board of directors, may make an assignment for the benefit of its creditors. Cliamberlin v. Bromberg, 83 Ala. 576; S. c. 3_So. Rep. 4.34. A railroad corporation has authority to ofTer re- ward for arrest and conviction of offenders against its property. R. R. Co. v. Cheatham. 85 Ala. 1^92; s. c, 4 So. Rep. 82S. A person earning such reward may collect the same. Id. As to acts or contracts of stockholders individually, be- fore incorporation, see Hardware Co. t. Hardware Co., 87 Ala. 206; s. c, 6 So. Rep. 41. Corporation organized to mine and manufacture lime-rock has no incidental power to carry on a mercantile busi- ness. Lime AVorks v. Dlsmukes, 87 Ala. 344; s. c, 6 So. Rep. 122. Ownership and operation of one corporation by another. Johnson v. State, 98 Ala. 57: s. c, 13 So. Rep. 50.3. Employment of attorneys by or for a corpora- tion to manage its legal business is within au- thority of board of directors. Perrv v. Mill Co.. 93 Ala. 364; s. c, 9 So. Rep. 217. When authority of a corporation to enter into and perform a con- tract is to be presumed. E. L. & P. Co. v. Hanby, 101 Ala. 15; s. c, 13 So. Rep. 343.] 7. To borrow money, and to mortgage, or otherwise convey or pledge its property, real or personal, and its franchises, to secure the payment of the money so borrowed, or any other debt contracted by it; but it has not power to borrow a sum exceeding its capital stock, or at a rate of interest ex- ceeding eight per cent., payable semi-annu- ally; nor must such mortgage, conveyance, or pledge be made otherwise than by the consent of the holders of the larger part in value of the capital stock, e.xpressed by vote at a meeting of the stockholders, called for that purpose, of the time and place of which meeting, and of the purpose for which it is called, thirty days' notice is given each stockholder personally, whose residence is known, and by publication for four con- secutive weeks in the newspaper published nearest to the place of business of the cor- poration. [Corporation has power to borrow money to pur- chase and improve real estate to enable it to carry Into effect the purpose of its Incorporation. Ina. Co. V. A. & M. Assn., 54 Ala. 73; s. c, 6 Am. Corp. Cas. 109. Corporations are capable of making every species of deed, and have general power to execute mort- gages for security of their debts. R. R. Co. v. Talman, 15 Ala. 472; Allen v. R. R. Co., 11 Id. 437. Assignments executed by a corporation to se- cure payment of debt are valid. Gibson v. Gold- thwalte, 7 Ala. 282; Pope v. Brandon, 2 Stew. 401. Resolution of board of directors authorizing la- sue of bonds and mortgage; what sufficient com- pliance with. R. R. Co. V. Lancaster, 62 Ala. 555. Bonds of a corporation, public or private, if is- sued by authority, and possess In themselves the requisites of negotiable paper, are now recog- nized as on an equality with bank notes, bills of exchange, and promissory notes; and the corpo- rate seal does not affect their negotiability. Blackman v. Lehman, 63 Ala. 547. A private cor- poration may transfer its bonds as collateral se- curity. Lehman v. Manf. Co., 64 Ala. 567. Negotiability of bonds of private corporation. Id. Who is a holder in good faith. Id. Corporation formed under general laws; power to borrow money and mortgage property. Taylor v. A. & M. Assn.. 68 Ala. 229. Note of corporation may be signed by president without resolution of board of directors. OH Co. V. I'erry, 85 Ala. 158; s. c, 4 So. Rep. 635. Power of corporation to pledge its bonds se- cured by mortgage of property. Nelson v. Hub- bard; Cotton Mills V. Dimmick, 96 Ala. 238; s. c, 11 So. Rep. 428. A bill in equity alleging execution of mortgage by a corporation, and seeking its foreclosure, need not allege publication pursuant to the statute, for four consecutive weeks; the execution of mort- gage pi:esupposing the giving of the notice and the omission of such perquisites being matter of defense. Id. Subscribers to corporate bonds; when not liable to stockholders. Davis v. Chemi- cal Co., 101 Ala. 127; s. c, 8 So. Rep. 496. Only stockholders can take advantage of § 1664, subd. 7, prohibiting pledge of corporate property without consent of stockholders. Barrett v. Pollack Co., 18 So. Rep. 615.] 8. Land companies and corporations or- ganized for the purpose of buying, sell- ing or Improving land, shall, in addition to the poAvers above stated, have power to invest their money in other prop- ertj' or assets in enterprises which they deem calculated to advance their interests, or to loan money or property to individuals or corporations buying, leasing or making improvements on or near their lands, and to receive certificates of stock, notes, bonds, mortgages or other security for such invest- ments or loans; and all such investments or loans heretofore made by such companies In good faith are legalized. [Power to take disposition of real estate, con- strued. Pond V. Bldg. Assn., 61 Ala. 232.] § 12."7. A board of directors, consisting of such number as may be prescribed by the by-laws, must be elected annually by the stockholders, and must hold office for a term of twelve months, and until their successors are elected and qualified; vacancies occurring in the board must be filled by the remaining directors; and the management of the prop- erty and business of the corporation is under the control of the directors, who have power to elect and appoint all officers, agents and servants, removing them at pleasure, fixing 20 ALABAMA. Business corporations; capital stock — Code, §§ 1258, 1259. their compensation, and prescribing their duties; and to exercise such other powers as may be delepated to them by the by-laws of the adoption of the stockholders. See § 1152. Majority of board is a quorum. § 1275. Change of number of directors. § 1277. Powers of directors alter dissolution. §§ 129y, V.WO. Act to prevent frauds by directors upon stockhold- ers and bondholders. See § 4776. rCourt of equity will, on application of a stock- holder, compel directors to exorcise discretion re- posed in them as to declaration of dividends, when, ^mlth V. Manf. Co., 29 Ala. 503. Responsibility of directors to stockholders. Id. Powers and duties of directors. Manf. Co. v. Cox, G8 Ala. 71. Fiduciary character of. «. K. Co. V. AVoods. SS Ala. 630; s. c. . So. Rep. lOK Stockholder niav file bill in chancer?" to restrain otlicers of corporation from commission of an un- authorized act. Bliss y. Anderson. 31 Ala. bl^. The acts of a board of directors whose term has ended is valid as to third parties. Thonugtony. Gould, 59 Ala. 461; s. c, 6 Am. Corp. Cas. 14 1. AVhen notice to director, or other ofUcer, is not notice to the corporation. Avhelan v. McCreary, 64 Ala. 319. ^ . . . ,. X. „ Court of equity will not entertain jurisdiction of a suit for the purpose merely of testing legality of an election of directors, or to remove an otlicer who l8 in actual possession; but will decide such questions when they arise Incidentally and col- laterallv. Nathan v. Tompkins, 82 Ala. 43< ; s. c., 2 So. Rep. 747; Moses v. Tompkins; Same v. "Wood- son, 84 Ala. 613; s. c, 4 So. Rep. 763; Jerry y. Mill Co., 93 Ala. 364; s. c, 9 So. Rep. 21. ; Elliott V Siblev, 101 Ala. 334; s. c, 13 So. Rep. 500. Agreement among stockholders to hold and vote stock as a unit is not per se illegal. Moses v. Scott, 84 Ala. 608; s. c, 4 So. Rep. 742. But a further stipulation in such agreement in general restraint of alienation is condemned by principles of the common law, and a court of equity will not enforce it. Id. If a majority of directors resign or are disqualified, a minority has no power to till vacancies thereby created. Moses v. Tompkins, 84 Ala 613; s. c, 4 So. Rep. 763. What is requisite to constitute officers de facto of a corporation. Id How far their acts are sustaiued, and who may impeach them. Id. AVhen stockholders may obtain equitable relief against directors. Id. President or other officer of a private corpo- ration cannot bind it by contract made in its name with himself personally. Oil Co. v. Perry, 85 Ala. 158; s. c, 4 So. Rep. 635. But this prin- ciple does not apply to promissory note signed by a president, pavable to himself, and indorsed by him for the purpose of borrowing money for the use of the corporation. Id. Note of corporation may be signed by president without resolution of bo.nrd of directors. Id. When court of equity will interfere by injunc- tion, at suit of minority of stockholders, to give relief against oppressive and dishonest manage- ment. R. R. Co. v. Woods, 88 Ala. 630; s. c, 7 So. Rep. 108. . ^ . ,. Fraudulent combination and misconduct of di- rectors, as against stockholders and the corpora- tion; remedies against. Tutwiler v. Land Co., 89 Ala. 391; s. c, 7 So. Rep. 398. A stockholder can- not vote by prosy, unless authorized by charter or by-laws; and a fortiori a director cannot. Perry T. Mill Co., 93 Ala. 304; s. c, 9 So. Rep. 217. A director who takes advantage of his posltitm and Influence to serve his personal interests, or the Interests of a third person in whom he is per- sonally Interested, Is guilty of fraudulent abuse of trust and liable personally as trustio. Id. Transactions between two corporations acting through same persons as directors may be avoided by either corporation, but cannot be assailed by creditors except on ground of fraud. Manf. Co. T. Furnace Co., 95 Ala. 614; s. c, 10 So. Rep. 290. When equity will compel directors to declare divi- dends. Wo"lfe V. Underwood, 96 Ala. 329: s. c, B c, 11 So. Rep. 344. Directors and officers of an insolvent corporation are trustees for creditors. Corev V. Wadsworth, 99 Ala. 68; s. c, 11 So. Rep. 350. ■ Bill to remove directors from oflace is wanting in equity, when. Elliott v. Sibley, 101 Ala. 334; s. c, 13 So. Rep. 500. President of a corporation, without authority from directors, cannot convey corporate property for benefit of creditors. Norton v. Bank, 102 Ala. 420: s. c, 14 So. Rep. 872. Subsequent ratification thereof bv directors insufficient as against attach- ing creditors. Id. See, also, Bibb v. Hall, 101 Ala. 79; s. c, 14 So. Rep. 98; Kahn v. Hall, 101 Ala. 102; s. c, 14 So. Rep. 105. Directors owning all the stock of a corporation may authorize its president to sell the assets. Jordan v. Collins, 18 So. Rep. 137.] § 1258. The stockholders must meet annu- ally, at such time and place, and on such notice, as may be prescribed by the by-laws. See §§ 1153, 1280. § 1259. Any company or corporation already organized, or that may here- after be organized under the provisions of this article, may have a capital stock not exceeding ten millions of dollars, and any corporation now, or hereafter organized imder the provisions of this article, may increase its capital stock to an amount not exceeding ten millions of dol- lars by the vote of the persons holding the larger amount in value of the stoclc thereof, at a meeting of the stockholders called for that purpose, of which meeting and the pur- pose for whch it was called, thirty days' notice must be given each stockholder per- sonally, whose residence is known, and by publication for four consecutive weeks in some newspaper published in the town, city, or county in which the corporation is located; and if at such meetings the persons holding the larger amount in value of the stock vote for such increase, then such increase shall be made to amount stated in the notice, or to a less amount, as may tie determined. The proceedings of the meeting must be .re- duced to writing, which must besigned by the president or chief executive otficer of the corporation, filed and recorded in the ottice of the judge of probate of the county in which tne corporation is located. Each stockholder is entitled to a preference in taking of the increased stock an amount in proportion to the amount of the original stock he may own, and shall have a right for sixty days after the increase of stock has been agreed upon to take and pay for his pro rata of the stock in proportion to the stock originally held by him. And the stock hereto- fore issued by corporations organized under this article whose capital .stock does not ex- ceed ten millions of dollars, is hereby legal- ized and made valid, notwithstanding the amount of capital stock of such corporation exceeds the amount heretofore authorized by said article. Neither stock nor bonds shall be ALABAMA. 21 Corporations; shares, transfer — Code, §§ 12G0-1263. Issued by anj- private corporation except for money, labor done, or money or property actually received; and all fictitious increase of stock or indebtedness shall be void. See § 1154. Fictitious increase of stock pro- hibited. Const., art. XIV, § 6. Issue of preferred stock. Id., § 9. Preference to old stockholders on Increased stock. § 1272. [rrovisions of above section are requirements for benetit of stockholders, and compliance there- with may be waived b.v them. Nelson v. Hub- bard; Cotton Mills V. Dimmick, 96 Ala. 238; s. c, 11 So. liep. 428.] § 126u. An incorporation under this chapter ma3* be renewed according to the provisions hereinbefore made, with the consent of a majority in value of the stocliholders, ex- pressed at a meeting of the stockholders called for that purpose. Limit of corporate existence. § 1256. ARTICLE XII. GENERAL PROVISIONS. Sec. 1261. 1202. 1203. 1204. 1265. 1206. 1267. 1268. 1209. 1270. 1271. 1272. 1273. 1274. 1275. 1276. 1277. i278. 12. J. 1280. 1281. 1282. 1283. 1284. 1285. 1286. Shares of stock personal property. Transfer on books. Must require a register of transfer on hooks; transfers not registered, void. Tausfer may be made by personal rep- resentative. Stock subject to levy and sale. Statement furnished officer making levy. Stock record-books must be kept. Lieu of corporation on shares of stock- holder. Preferred stock. Increase of capital and bonded debt of corporations organized under special charter. Franchise tax. Increased capital stock; preference of stockholder. Forfeiture of franchise by non-user. Bijoks of corporation open to inspection. Majority of board exercise corporate powers. Failure to elect officers does not dissolve corporation. Change of number of directors. Purchase of stock or bonds by officers. Actions by officers calculated to depre- ciate the value of securities; misde- meanor; remedy; pleading. Stockholders' meetings. Voting by proxy. Curing defects in organization. Altering and amending charter. Duties of probate judge and secretary of State. Record kept by judge of probate; fees. Corporate name not to be that of an- other corporation nor name of a per- son or firm. § 12<;i. Shares or interest in the stoclv of private corporations are personal propertj-, transferable on the books of the corporation in such manner as is required Ijy the by- laws, or by the rules and regulations of the corporation. Taxation of shares of stock. § 3911. Transfer. §§ 1262-1267. Levy and saio of. § 1265. [Stock in a pinnkroad company is a chose in action. Bank v. St. John. 25 Ala. 500. Trover lies for conversion of shares in a cor- poration; and pledgee, when sued for such con- version, may recoup his debt from pledgor. Na- bring v. Bank, 58 Ala. 205; s. c, 6 Am. Corp. Cas. 124. I'ledge of stock as security, shares being trans- ferred to lender of book of company; when pledgee has no authority to sell. Id. Sometimes a court of equity will decree specific performance of contract for sale of stock in a private corporation. Moses v. Scott, 84 Ala. 608; s. c, 4 So. Rep. 742. Not unlawful to agree to purchase controlling interest in corporation. Beit- man V. Steiner, 98 Ala. 241; s. c, 13 So. Rep. 87. Nature of capital stock; it is a security for creditors of corporation, and entitles holder to participate in management of corporate business, to share in its profits, and in its surplus, after payment of corporate debts. Jannev v. Bank, 98 Ala. 515; s. c, 13 So. Rep. 761. Rights of parties to pledge stock. Id. Definition of capital stock of a corporation. Ins. Co. v. Board of Rev., 99 Ala. 1; s. c, 14 So. Rep. 490. Capital stock of one corporation cannot be invested in the capital stock of another. Id.] § 12G2. When, by the charter, aritcles of association, or by-laws and regulations of a private corporation, the transfer of the stock is required to be made upon the book or books of the corporation, no transfer of stock shall be valid as against bona flde creditors, or subsequent purchasers, without notice, except from the time that such trans- fer shall have been registered, or made upon the book or books of such corporation. See §§ 1263, 1264. [Clause in act of incorporation providing that stock shall be transferable only on the books, is for security of corporation, and does not prevent title from passing by transfer otherwise made. Duke V. Nav. Co., 10 Ala. 82. But, if so provided by charter, trustees may declare by a by-law, that " No stockholder shall be permitted to transfer his stock while he is in default." Cunningham V. Ins. & Tr. Co., 4 Ala. 652. Legal title to stock can only be acquired by transfer made in mode prescribed; a complete equitable title may be otherwise acquired entitling transferee to demand that he be invested with legal title. Ins. Co. v. Bank, 63 Ala. 585; s. c. Am. Corp. Cas. 171. Who are " bona fide creditors " under above sec- tion. Jones V. Latham, 70 Ala. 104; s. c, 9 Am. Corp. Cas. 16. What is a substantial compliance with above section. Fisher v. Jones, 82 Ala. 117; s. c, 3 So. Rep. 13. iVfortgage of stock passing legal title as between the parties, without any transfer of the certifi- cates or of the stock itself on the books of the corporation. Campbell v. Iron Co., 83 Ala. 351; s. c, 3 So. Rep. 309. A sale of stock under power contained in a mortgage cuts off redemption, provided he was informed of the intended sale, and sanctioned it. Id. Power of sale contained in a mortgage, con- strued. Id. Under §§ 1202-3. stocks are placed on same foot- ing as other personal chattels, as to liability to levy under execution or attachment; a transfer thereof, not recorded on books within fifteen days, is void as to bona fide creditors, or subsequent purchasers without notice. Bank v. Pinckard, 87 Ala. 577; s. c, So. Rep. 304. Statutory restric- tions of voting powers of stockholders cannot be fvad''d by a nominal transfer ••! stock to other persons, to be held and voted in the interest of tr.-insf error. Mack v. Coal & Iron Co.. 90 Ala. 390; s. c, 8 So. Rep. 150. Stock of married woman, in name of husband as trustee, has right to trans- fer with or without notice. W'inter v. Gaslight Co., 89 Ala. 544; s. c, 7 So. Rep. 773.] § 12G.3. It is the duty of every private cor- poration to require the transfer of its stock to be made or registered on the books of the 22 ALABAMA. Corporations; shares of stock — Code, §§ 12G4-1207. corporation; and persons holding stocli not so transferred or registered, or holding any stock under hypothecation, mortgage, or other lien, must have the transfer, hypothe- cation, mortgage, or otlier lien made or registered on the books of the corporation, or upon failing to do so within fifteen days, all such transfers, hypothecations, mort- gages, or other liens shall be void as to bona fide creditors, or subsequent purchasers with- out notice. See §§ 1262, 1264. [Compotency ns evidence of books of n private corporation. IMcCullouph v. Ins. Co., 46 Ala. 376. A certificate of stock lu a private corporation. In- dorsed In blank, Is not a negotiable instrument, and no custom or usa>;e among stock brokers to the contrary is valid. Land Co. v. Dennis. 85 Aln, 565; s. c, 5 So. Rep. 317.] § 1264. An executor or administrator, de- riving his appointment from a court of probate of this State, or if the testator or intestate resided without the State, from the proper tribunal of his domicile, may transfer the shares of stoclc held and owned by such testator or Intestate in any private corporation existing under the laws of this State; payment of dividends on such stock may be made to such executor or admin- istrator. Trust funds not to be Invested in corporate stocks. Const, Art. IV, § 35. [An administrator of a non-resident may be ap- pointed in the count.v of the residence of a cor- poration in which his Intestate owned stock and may transfer the shares, although the foreign ad- ministrator might have done so. Winter v. Lou- don, 99 Ala. 263; s. c, 13 So. Kep. 118.] § 126.5. The shares of stock are subject to levy and sale under attachment or execution, as is other personal property; and the levy may be made with or without the officer having or obtaining possession of the cer- tificate of stock, by Indorsement on the at- tachment or execution, stating the number of shares, or other interest, on which the levy Is made, and giving notice thereof to the custodian of the books of transfer, if he be known and reside Avithin the State, or if he be unknown, or If he reside without the State, by posting notice at the courtliouse door of the county, and by publication for three consecutive weeks in a newspaper pub- lished at or near the principal place of busi- ness of such corporation; all transfers of the stock made in good faitli and for a valu- able consideration before notice of the levy Is given, are valid and operative, and must prevail over tlie levy. The levy and the sale thereunder may be made in the county of the residence of the defendant, or in the county In which the corporation has its principal place of business; and on making the sale, the sheriff must make to the pur- chaser a transfer of the stock in writing; and the purchaser has the right to require the proper officer to register such transfer on the books of the corporation, and, with or with- out such registry, is entitled to all the rights and interests of the defendant as whose property such stock was sold. See §§ 1266, 1267. Attachment of shares and subscription. §§ 533 et seq. Ma.v be levied on and sold for taxes. See §§ 1266, 1267. [Execution cannot be levied upon shares of stock of a corporation which have been plfdged or mortgaged by defendant, as security for a debt, and transferred on books of company to the pledgee or mortgagee, and iiurchaser .it sheriff's sale, under such levy, acquires no title to the shares. Nabring v. Rank, 58 Ala. 205; s. c, •> Am. Corp. Cas. 125. Transfer of stock In insolvent corporation; averment of notice. Jones v. Latliam, 70 Ala. 164; s. c, 9 Am. Corp. Cas. 16. Statute not requiring that notice to custodian of books shall be in writing, oral notice is suffi- cient. Abels V. Ins. Co., 92 Ala. 382; s. c. 9 So. Rep. 423. SS 1202-1265 construed. Id.; AVhite v. Rankin, 90 Ala. 541; s. c, S So. Rep. 118. Shares of stock are not subject to levy and sale by tax collector for unpaid taxes assessed against owner. Kennedy v. Ry. Co., 93 Ala. 494; s. c, 9 So. Rep. 608.] § 1266. Whenever any sheriff or other officer, having an execution or attachment in his hands against any person, makes demand of the custodian of the books of any corporation, it shall be the duty of any cori>oration, upon the officer ex- him with a copy thereof, if demanded, it shall lie the duty of such custodian to furnish such officer a statement signed his official capacity, of the number of shares or amount of interest held by such person in such corporation, and also a state- ment of all liens, mortgages or hypotheca- tions of such stock, and the amount thereof, as shown on the books of such corporation; and if such custodian of such books neglects or refuses to furnish the statement, or if he shall wilfully give a false statement thereof, he shall be liable to the plaintiff or other person purchasing such stock, as the one or the other may be damaged, for double the amount of damages occasioned by such neg- lect, refusal or false statement. (Act of Feb. 18, 1893.) See § 1265. § 1267. Every cdiiioration incorporated under any law of this State, general or special, shall keep in this State, in the hands of some officer, books show- ing who are the holders of stock therein, and all transfers, hypothecations, liens or mortgages of such stock must be en- tered u]ion said l>ook within fifteeti days after the same shall have been made or created, or the same shall be void agninst the lien of such attachments and executions, un- less the plaintiff therein had notice of such ALABAMA. 23 Lien on stock; preferred stock; increase — Code, §§ 126&-1271. transfer, hypothecations or mortgages prior to the levy of such attachment or execution. (Act of Feb. 18, 1«'J3.) ^0 § 1205. § 12(X All private corporations have a lien on the shares of its stockholders, for any debt or liabllitj' incurred to it by a stockholder before notice of a transfer, or of a levy on such shares; and if necessary for the paj'- ment of such debt, or the satisfaction of such liability, the corporation may sell the shares after notice for thirtj' days, sent through the mail, postage paid, to the stock- holder, or if he be dead, to his personal representative, at the post-office nearest his last known place of residence, or after per- sonal demand of • payment or satisfaction from either, if such demand be not complied ■with in thirty days; such sale to be made at public auction to the higliest bidder, after ten days' notice of the time and place, by publication in some newspaper published at the principal place of business of the cor- poration, or nearest thereto. [Lien of corporation on Rtook for debts due from stnckhoMer; at onniiiioii law and nnder stat- utes. Ins. Co. V. rulloni, 40 Ala. o-'.S. Above statute construed. Tutwilor v. Land Co.. Rf> Ala. .^•1] ; s. (•., 7 So. Rep. 31)S. Lien of corporation on Pharos of stocliholder subsocjuent to prior pledge. Tr. & Sav. Co. v. Bank, 99 Ala. 379; s. c, 13 So. Kep. 112. This section confers the lien to secTire debts which had been contracted before its enactment, as well as those contracted afterward. Tr. & Par. Co. V. Land Co.. 101 Ala. 304; s. c, 13 So. Kep. 72. Necessary averments in bill by stockholder to enjoin sale bv corporation of his "stock. Elliott v. Sibley, 101 Ala. .^44: s. c. 1."? So. Rep. 500. Cor- poration is necessary party to such bill. Id. A complainant must offer to do eciuity. Id. Enforcenu'iit l)y corpi)r;ition of li"n under § 1674; no action by directors necessary. Id.] § 12G9. Any corporation organized under the general incorporation laws of this State may issue preferred stock by the vote of persons holding two-thirds in value of its stock, at a meeting of the stock- holders called for that purpose, of which meeting, and the purpose for which it is called, thirty daj's' notice must be given each stockholder personally, whose residence is knoAvn, and by publication for four con- secutive weeks in some newspaper published in the town or city in which the corporation Is located, or if not located in a town or city then in some newspaper published in the county in which the corporation is lo- cated; and if, at such meeting, the persons hoding two-thirds in value of the stock vote for the issue, the proceedings of the meeting must be reduced to writing, signed by the president or chief executive o.xicer of the corporation, and filed and recorded in the office of the judge of proiiate of the county in whicn the coi-poration is located. Each stockholder shall be first entitled to the priv- ilege of taking such prefen-ed stock in pro- portion to the amount of common stock held by him, or a less amount, if he should desire it, before such preferred stock is offered for sale to the public. (Act of Feb. 28, 1889.) § 1270. The capital stock and bonded in- debtedness of any private corporation or- ganized in this State under special charter. may be increased by the consent of the p(>rsons holding the larger amount in value of the stock of such corporation obtained in favor thereof, at a meeting of the stock- holders of such corporation convened for the purpose of voting upon the proposition to increase such capital stock or bonded in- debtedness, to be held after thirty days' notice thereof shall have been given by pub- lication in a newspaper of general circula- tion, published in the county where such corporation has its principal office, and if no such newspaper be published in that county then in a newspaper having general circulation published in the countj' nearest the principal office of such corporation, a copy of which shall be mailed to each stock- holder, which notice shall explicitly state what increase is proposed to be made to the capital stock or bonded indebtedness of such corporation. If at the meeting called in pursuance of this notice, the consent of the person holding the larger amount in value of the stock of such corporation shall ho obtained to a specified increase of either the capital stock or bonded indebtedness of such corporation, a report thereof specify- ing the amount of increase consented to, shall be made to the secretary of State, who shall make and keep a record thereof, and It shall be lawful for sucli corporation to in- crease its capital stock or bonded indebted- ness in conformity with such consent of the stockholders. Such increase may be to a less, but not to a greater amount than stated in the published notice of the meet- ing; but neither stock nor bonds shall be issued by any private corporation except for money, labor done, or money or prop- erty actually received, and all fictitious in- crease of stock or indebtedness shall be void. (TOnacted December 10, 1890, and amended in 189.3 and 1895.) Fictitious Increase of stock or Indebtedness pro- hibited. Const., art. XIV, § 6. Issue of preferred stock. Id., § 9. Mode of Increasing stock. Code, SS 11.54, 1259. Preference to prior stockholders. § 1272. [Statutor.v mode for increasing stock must be pursued. Ins. Co. v. Kamper, 73 Ala. .32.">. A corporation has not. either at common law or un- der the statute, an implied power to change Its capital: as such change can only be effected by lesrlslatlve sanction. Ins. Co. v. Kamper, 73 Ala. 325; s. c, 10 Am. Corp. Cas. 21.] § 1271. A franchise tax of twenty-five dol- lars shall be paid on every fifty thousand dollars increase of capital stock until the 24 ALABAMA. Corporations; stockholders, officers, directors — Code, §§ 1272-1279. capital stock amounts to one million dollars. The franchise tax for all increase of capital over one million dollars and under live mil- lion dollars, shall be five hundred dollars, and for all increase over hve million dol- lars, one thousand dollars, to be paid into the State treasury. (Enacted December 10, 1890, and amended 1893 and 1895.) § 1272. The stockholders of a private cor- poration, on an increase of the capital stock thereof, have the preference of taking such increased stock, in proportion to the amount of the original stock held and owned by them, each stockholder taking his pro I'ata share, or any less amount. See § 1259, cross-references. § 1273. The non-user of corporate franchises for a period of five consecutive j^ears is a forfeiture of such franchises; and, if not otherv^ise provided, the failure to organize a private corporation for a period of two years after filing the declaration for incor- poration is a forfeiture of all right to organ- ize under such declaration. Proceedings to forfeit charters. §§ 3417 et seq. [lu the creation of every corporation, it is Im- plied in law that a misuser or nouuser shall effect a forfeiture of charter. State v. Bank, 2 Stew. 30.] § 1274. The stockholders of all private cor- porations have the right of access to, of in- spection and examination of, the books, records and papers of the corporation, at reasonable and proper times. [Right and duty of stockholder to obtain in- formation of proceedings by inspection of the rec- ords of the company. Thames v. Ins. Co., 40 Ala. 577. Stockholder in a private corporation has the right, at reasonable and proper times, to inspect its books, and this right lie may exercise through an agent or attorney in fact; nor is it necessary that he should show a different and legitimate purpose, or negative an unlawful and improper purpose. Foster v. AVliito, 8(5 Ala. 467; s. c., 6 So. liep. 88. And this right may be enforced by mandamus. Id. National banks are within the purview of this statute. Winter v. Baldwin, 89 Ala. 483; s. c, 7 So. Kep. 734. A mandamus will be awarded against any oflicer having custody of books on his improper refusal to allow stockholder to inspect them. Id. But not against the corporation, unless to compel the discharge of some corporate duty. Id. A court of law cannot compel otHcer or agent of a corporation to produce its books, but a court of equity may, and necessity for their production gives equity to a bill for discovery; but, since a corporation cannot answer on oath, the otlicer hav- ing custody of books sliould be joined as a defend- ant. Mining Co. v. Hale, 93 Ala. 542; s. c, 9 So. Rep. 2r.6. Bodks of corpf ration as evidence. Terry v. Bank, 9.^ Ala. 099; s. c, 9 So. Rep. 299.] § 1275. When the corporate powers are di- rected to be exercised by any particular body, or number of persons, a majority of such body or persons, unless it is otherwise provided, form a board for the exercise of such powers. See § 1257, cross-references. § 127(5. A failure to elect officers at the proper time does not dissolve the corpora- tion, but those in office hold until the election or appointment and qualification of their successors. [I'^iilure to elect oflicers does not dissolve the coriioration. Curry v. AVoodward, 53 Ala. 371. oilicer whose term has expired may, if no suc- cessor be appointed, continue to perform the duties of the olhce. Thorington v. Gould, 59 Ala. 401; s. c, Am. Corp. Cas. 147.] § 1277. All private corporations have power to increase or diminish the number of their directors, or other managers, Avith the consent of the persons holding the larger amount in value of the capital stock, ex- pressed by the vote of such persons at a regular meeting of the stockholders, or at a meeting called for that special purpose, of which, and the purpose for which it is called, thirty days' notice is given each stock- holder personally, Avhose residence is known, and by publication for four consecutive weeks in a newspaper published at the prin- cipal place of business of the corporation, or nearest thereto. See §§ 1257 et seq. § 1278. Any purchase of the stock or bonds of a corporation by the president, or any director or other managing officer of such corporation from any person, other than the corporation itself, shall be held and considered as a transaction between persons in fiduciarj' relations, and subject to all the rules of law governing a purchase by a trustee from the beneficiary of the trust. (Enacted December 10, 1892.) § 1279. The president of any corporation, or any director or managing officer thereof, by whatsoever title he may be known or called, who shall do or omit to do any act. or who shall make any declaration or state- ment, in writing or otherwise, AA'ith the in- tent to depreciate the market value of the stock or bonds of such corporation, to the end that such president, director or other officer, or anj'' other person, may buy any such stock or bonds at less than the real value thei'eof, shall be guilty of a misde- meanor. And any boutlholder or stockholder of such corporation Avho shall, by reason of such act, omission, declaration or statement made with the intent aforesaid, be induced to sell any bonds or stock of siicli corpora- tion at less than tlu^ real value thereof, may recover in an action on the case, against the president, director or managing officer of the corporation, guilty of such act or ALABAMA. 25 Meetings; amendment of charter — Code, §§ 1280-1283. omission or of making such declaration or statement, all damages sustained by such sale. In such action the plaintiff must aver and prove the ownership of the stock or bonds of the corporation, the act, omission, declaration or statement, and the name and oltice in the corporation of the person or persons who made the same, and that the same was made with the intent to de- preciate the market value of the stock or bonds of such corporation to the end that some person might buy the stock or bonds of such corporation at less than the real value thereof, and that by reason of such act. omission, declaration or statement, made with the intent above stated, the plaintiff was induced to sell the stock or bonds in such corporation owned l)j' him, and the difference between the real value thereof and the price obtained by the plain- tiff at such sale. See § 1257, and note. § 1280. The stockholders of every private corporation must meet annually, at a time and place, and upon notice to be prescribed by the by-laws; and the board of directors or other managers, have the power to call special meetings; and each stockholder is entitled to one vote for each share of stock held and owned by him; the failure to hold annual meetings of the stockholders, or the failure to elect directors regularly, shall not operate a forfeiture of corporate franchises. See § 12.58. [A stockholder who Is represented at a stock- holders' meeting by proxy Is charKonble with no- tice of all facts connected with the proceedings which were known to his proxy; and he cannot set up his Ignorance of those facts as grounds for equitable relief against the company. Thames T. In:s. Co., 40 Wci. 577. Corporate existence is not destroyed by failure to elect. Moses v. Tompkins, 84 Ala. 613; s. c, 4 So. Rep. 763.] § 1281. The capital stock in any corpora- tif)n organized under the laws of this State, may, at all stockholders' meetings, be voted ■by proxy, if the right to vote by proxy be conferred by the charter of the corporation, or claimed or reserved in its declaration, or permitted by a by-law duly adopted by the stockliolders of the corporation. (Enacted December 12, 18'J2.) [Voting by proxy, not unlawful. R. R. Co. v. Nicholas, 98 Ala. 92; s. c, 12 So. Rep. 723. In- v.Tlid acts of proxy; upon what it depends. Id. Ill" exchange of debentures for bonds did not af- fect voting power given the debenture holders. Id. Voting by proxy not allowable unless authorized by charter or bv-laws. I'erry v. Tuscaloosa C. S. O. M. Co., 93 Ala. mi; s. c, 9 So. Rep. 217. Validity of " voting trusts." Moses v. Scott, *4 Ala. 608; s. c, 4 So. Rep. 742; R. R. Co. v. Nicholas, supra.] § 1282. "Whenever any private corporation heretofore or hereafter created under the laws of this State, has accidentally or in- advertently failed to comply with the requi- sitions of the statute in its organization, it shall be lawful for the president of such coi-poration to supply such omission by fil- ing with tlie probate judge wlio issued the certilicate of incorporation, a statement, un- der oath, setting forth such omission and supplying the same, which sliall be filed with the other papers of such incorporation and recorded. And such filing shall relate back to the date of such incorporation, ex- cept as to the rights of third parties, which may have intervened. § 1283. Any corporation which has here- tofore, or which may be hereafter, organ- ized imder the general incorporation laws of this State, and any corporation which has heretofore been chartered by an act of the general assembly, prior to the enact- ment of the general incorporation laws of this State of 18G7, may alter or amend its charter by filing in the office of the judge of probate of the county wherein the orig- inal declaration of incorporation was filed, or in cases where the charter was granted by an act of the general assembly, prior to the enactment of the general incorporation laws of this State of 1807, in the office of the judge of probate of the county wherein such corporation has its principal place of business, or in the office of the secretary of State, in cases where the original declara- tion was tiled in that office, a declaration in writing, signed by not less than three- fourths in number of the stockholders, hold- ing not less than two-thirds in value of the stock thereof, verified by the affidavit of some one or more of the signers thereof, stating that the statements therein con- tained are true, and that the signers thereof signed the same in the presence of affiant, or acknowledged their signatures thereto to him, and setting forth — 1. When such corporation Avas organized, its name, what change, if any, is desired to be made in such name, and the amount of its capital stock which has been subscribed for and taken. 2. The names of the stockholders signing the same and the amount of stock held by each. 3. The purposes of the corporation and the nature of its business, as the same is set forth in the original declaration, and the alterations and amendments thereof desired. 4. The amount of the capital stock as shown by the original declaration, and the amount to which it is proposed to decrease such capital stock, if a decrease is proposed. But no such change or alteration in the charter of any corporation shall authorize it to exercise any powers, or do any acts which similar corporations are not authorized to exercise and do, under the laws existing at the time such alteration or amendment is made, nor to decrease its stock below the minimum fixed by existing laws. 26 ALABAMA. Charter fees — Code, §§ 12S4-120O. § 32S4. T'lHUi the liliug of the declaration provided for by the preceding section in tlie otfice of the judge of probate or secretary of State, as the case may be, it shaJl be the duty of that otficer to issue a certificate, cer- tifying tliat suoli corporation under its new name and style, is duly authorized to do business with the powers and capacity con- ferred after sucli alterations and amend- ments, which declaration and certificate must be recorded in tlie office of the judge of pro- bate or the secretary of State, in and from which the same are filed and issued. § 12S5. It is the duty of the judge of pro- bate to keep a well-bound book, in which must be recorded, consecutively, the declara- tion of incorporation, the commission issued to the commissioners, the proceedings of the meeting of the subscribers on the appoint- ment of the commissionei-s, the list of sub- scriptions returned to, and filed in bis office, and the affidavit thereto, and the certificate of incorporation and organization; and for the record thereof he is entitled to fifteen cents for each hundred words, and to a fee of one dollar for the certificate of incorpora- tion and organization, and to a fee of one dollar and fifty cents for the filing of the declaration, and for the issue of the com- mission to the commissioners. rCompetoncy as evidence of books of n private corporation. McCulloiigh v. Ins. Co., 46 Ala. 376.] § 12.S6. No certificate of incorporation shall issue to any conioration under the same cor- porate name as that already assumed by an- other corporation of this State unless it be the successor of such other corporation; nor when the corporate name assumed is that of a person or firm, unless tliere be joined thereto some word designating the business to be carried on. followed by the word " Company " or " Coi-poration." If any cor- poration shall hereafter assume as its corpo- rate name, the name of a person or firm witli- out the qualification above required in such case, the organization of such coriioration is void and the stockliolders are liable as part- ners. ARTICLE Xiri. PHARTER FEES REQUIRED OF DOMESTIC CORPORATIONS. Sec. 1287. Fees to be paid by corporations orpan- izcfl under tlie general law before com- niipsion issiies. 1288. I;i)on increase of capital stock differ- ence between fees upon original and iiiiTeast>d amounts to he paid. 1280. Same, wlien organized by special act. 1200. Corporations formed for cb.iritablo or religious purposes only, exce'pted. § 12S7. Before a commission shall issue to any corporation organized under the gen(>ral incorporation laws of this State, authorizing such corporation to do business, the parties to wliom the same is issued shall pay to the judge of probate or other otificer issuing the same, to be reported to the auditor and the money paid into the State treasury in the same manner as licenses issued by the judge of probate are required to be reported and the money paid into the treasury, the fol- lowing fees for the use of the State: Where the proposed capital stock does not exceed fifty thousand dollars, a fee of twenty-five dollars; where it exceeds fifty thousand dol- lars, but does not exceed one hundred tliou- sand dollars, a fee (»f fifty dollars; where it exceeds one hundred thousand dollars Imt does not exceed two hundred and fifty thou- sand dollarK, a fee of seventy-five dollars; where it exceeds two hundred and fifty thou- sand dollars but does not exceed five hun- dred thousand dollars, a fee of one hundred dollars; where it exceeds five hundred thou- sand dollars but does not exceed one million dollars, a fee of two hundred dollars; where it excecHls one million dollars, a fee of two hundred and fifty dollars. All corporations or mutual companies which have no capital stock shall pay a fee of twenty-five dollars. § 1288. Before the report of the proceed- ings of the stockholders increasing the capi- tal stock of a corporation shall be filed, such stockholders shall pay to the judge of pro- bate or other officer filing the same, to be re- ported to the auditor and paid into the treasury as provided in the preceding section, the fee prescribed by the preceding section upon the amoimt of the capital stock as thus increased, less the amount of the fee as therein prescribed upon the amount of the capital stock before such increase. § 1289. Before any bill for the creation of any corporation by any special act of the general assembly of this State shall be in- troduced, there shall l)e paid into the treas- ury of the State by the parties seeking the same, double the fees required to be paid by corporations organized under the general in- corporation laws; and before any bill for enlarging, amending, or correcting the cliar- ter of any corporation already established, or for confirming any such corporation by special act of the general assembly, shall be introduced, there shall be paid into the treas- ury of tlie State, by the parties seeking the same, a fee of fifty dollars. If such cliar- ter should not be granted, enlarged, amended, or corrected, as tiie case may be. the money so paid shall be refunded to the person pay- ing the same, under such rules and regtila- tions as the auditor may prescribe. § 1290. The provisions of the three pre- ceding sections do not apply to corporations organized solely for charitable, religious, so- cial or literary purposes, nor to fraternal beneficiary organizations and orders ojierat- ing upon the lodge system and providing for the payment of life, sick, accident and otlier benefits to the members of such societies, or- ders, or associations and dependents of such memliers. and which are not created for the purpose of making a pecuniary profit for its members and issuing no stock to its mem- bers. ALABAMA. 27 Dissolution — Code, §§ 1291-1297. ARTICLE XIV. DISSOLT'TIOX OF BUSINESS COllI'OKATIOXS. Sec. 1291. Petition for dissolution. 11.'92. Notice by register. 1203. "Wlien dissolution decreed. 1294. Receiver appointed; his duties, llinn. How selected; bond. 1296. Reeelver pays debts; contested claims. 1297. Appeal. li;98. Powers after dissolution. 1299. Administration of affairs on dissolution. IWO. Authority of oftioers. 1301. Time for settling extended. § 1201. Whenever a majority of the stock- holders of any private corporation, owning three-fourths of the stocli, wisli to dissolve the corporation, they may do so in the fol- lowing manner: They shall file a petition in the chancery court of the division in which the corporation is located, or has its prin- cipal place of business, setting forth the names of all the stockholders, and their resi- dences, the amount of stock owned by each stockholder, as nearly as practicalile all the property, real and personal, of the corpora- tion, and stating that it is the wish of the petitioners to di.ssolve the corporation. Proceedings to vacate charter. §§ 3417 et seq. [Private corporation organized under the general law may be dissolved by not of stockholders, ■without obtaining consent of the State. M. & P. Line V. AVaganer, 71 Ala. 581; s. c, 10 Am. Corp. Cas. 12. Necessary averments of bill to show necessity for appointment of receiver. E. L. & P. Co. v. Hanby. lol Ala. 15: s. c. 13 So. Rep. 343. Above section does not impiiir obligation of con- tract entered into while statute in force. Nelson V. Hubbard, 90 Ala. 2.38: s. c, 11 So. Rep. 42S. A furnace company is a private corporation within moaning of above section. Wolfe v. Un- derwood. 91 .Ma. 523; s. c, 8 ^So. Rep. 774. After dissolution creditors can enforce their rights only in the mode prescribed. Nelson v. Hubbard, supra.] § 1202. Upon the filing of such petition, the register shall give notice by subpoena to all the stockholders not joining in the petition to appear within thirty days after service and contest the same; and if any stockholder i residing out of the State does not join in the j petition, he shall be made a party by adver- i tisenient in the manner non-resident defend- | ants in chancery are made parties, and he | has thirty days after the perfecting of siich notice to answer and contest the petition. § 1203. If at a regular term of the chancery court, after the cause is at issue, it be made to appear to the chancellor that a majority of the stockholders still wish to dissolve the corporation, proof being made as in chancery cases, the chancellor shall decree the corporation dissolved. Judgment of forfeiture. § 3433. [When existence Is not limited by charter, and there Is no voluntary surrender of franchises, cor- poration will not bo deemed dissolved until dis- solution Is .iudicially ascertained. Neither insolv- ency nor sale of all Its property, nor cessation of business extinguishes its franchises. Pavis v. R. R. Co., 87 Ala. 633; s. c, 6 So. Rep. 140. Prosecution and final decree of a proceeding to dl-ssolve a corporation Is sulflcient proof of a con- tinued desire for its dissolution by a petitioner. Wolfe V. Underwood, 97 Ala. 375; s. c, 12 So. Rep. 234.] § 1204. T'pon decree of dissolution, the clian- cellor shall appoint a i-eceiver of all the property and assets of the corporation. The chancellor shall direct the receiver to collect, by suit or otherwise, all the debts due the corporation, and sell property, real or per- sonal, belonging to the corporation, and how he shall make title thereto to the purchaser; the chancellor may, in liis discretion, autlior- Ize the receiver to proceed, without suit, to sell any or all of the debts and assets of the corporation at public sale for cash, or on such terms as in his judgment the interest of the parties may require. [Liability of stockholder for debts of n corpora- tion becomes primary and absolute on dissolution of corporation: and a bill in equltv will He to enforce such liability, without averring Insolvency of corporation, and without previous suit against It. Spence v. Shapard, 57 Ala. 598; s. c, 6 Am. Corp. Cas. 118. A private corporation is a trustee for benefit of its creditors, and afterward for benefit of its stock- holders. R. R. Co. V. Branch, 59 Ala. 139; s. c. 6 Am. Corp. Cas. 136. An insolvent corjjoration cannot prefer a debt to one of its directors. Gibson v. Furniture Co 9(; Ala. 357: s. c, 11 So. Rep. 365; Rubbor Co. v! Scott Co.. 96 Ala. 439; s. c. 11 So. Rep. 370. Powers of receiver appointed pending proceed- ings for dissolution. E. L. & P. Co. v. Hanby 101 Ala. 15; s. c. 13 So. Rep. .34.3. Validitv of his appointment cannot be questioned collaterallv. Id. Power of receiver to carry out existing contracts. Id. Property of an insolvent corporation Is not a trust estate in hands of the corporation for its creditors. .Tewelry Co. v. Volfer, 17 So. Rep. 525: Barrett v. Pollak, 18 id. 615. When rer-piver should not be appointed at in- stance of stockholder and creditor of corporation. Coal Co. V. Hooper, 105 Ala. 665; s. c, 17 So. Rep. 118. § 120.". The person nominated by the ma- jority of the stockholders must be appointed receiver, if they "can agree; but if they fail to agree for ten days after the decree of dissolution, the chancellor, in term time or vacation, or the register in his absence, must appoint such receiver, requiring proper bond and sureties for the performance of his duties. § 120G. In the performance of his duties under the decree, the receiver shall pay the debts of the corporation in full or ratably, as the funds realized may permit. If any claim is contested, it must be filed by the claimant in the court, and the genuineness thereof ascertained as in other contested claims in chancery. The residue, after the debts and costs are paid, shall be divided among the stockholders according to the amount of stock owned by each. § 1207. Any party dissatisfied with the de- cree of dissolution may appeal, giving bond and sureties, as prescribed by the chan- 28 ALABAMA. Dissolution; foreign corporations — Code, §§ 1298-1301, 1316. cellor, and approved by the chancellor or register. [§§ 1291-1207 construed. Nelson r. Hubbard; Cotton Mills v. Dlmmick, 96 Ala. 238; s. c, 11 So. Rep. 428.] § 1298. All conDorations wbose powers ex- pire by liuiitatiou. or wliicli are dissolved by forfeiture or any other cause, exist as bodies corporate for the term of five years after such dissolution, for the purpose of prosecut- ing or defending suits, settling their busi- ness, disposing of their property, and divid- ing their capital stock, but not for the purpose of continuing their business. Or longer, upon application. § 1301. [A right of action to enforce personal liability of stockholders accrues to creditors on dissolution of the corporation. Such dissolution is affected by execution of the general assignment, and fol- lowed bv complete abandonment of its business; and statute of limitations in favor of stockholders, as against creditors, begins to run from date of such assignment. McDonald v. Ins. Co., 85 Ala. 401; s. c, 5 So. Rep. 120. Stockholders of a dissolved private corporation, which carried on its business for eighteen years without interruption, were estopped from denying regularity of organization. Id. A suit cannot be maintained against a dissolved corporation, unless by force of some statute it continues in existence to the extent of remaining liable to suit. Nelson v. Hubbard; Cotton Mills V. Dimmick. 06 Ala. 238; s. c, 11 So. liep. 428.] § 1201). Upon the dissolution of any coi-pora- tlon, unless other persons are appointed by the general assembly, or by a court of com- petent authority, the managers of the busi- ness of the corporation at the time of its dis- solution, by vchatever name liuown, are the trustees of the stockholders and creditors, authorized to settle the affairs of the cor- poration, dispose of such property as is necessary to pay its debts, and divide among the stockholders money and property re- maining after payment of such debts and the necessary expenses. [At common law, upon dissolution of a corpora- tion, all Its real estate remaining unsold reverted to original grantor or his heirs. Debts due to and from the corporation were extinguished. Paschall T. Whitsett, 11 Ala. 472. These provisions do not take away the power of a private con)oration, which has become insol- vent, but whose charter has neither expired or been aniuille7(!; s. c, 3 So. Uep. 434. A practical, not a jiKlicialiy ascertained, disso- lution is meant. McDKundl v. Ala. G. L. Ins. Co., 85 Ala. 4Ul; s. C, 5 So. Hep. 120. Policyholders are creditors of a dissolved life Insurance company. Id. Above section held not to affect equity jurisdic- tion in regard to appointing receivers for corpora- tions. Weatlierly v. Capital City Water Co., 22 So. Kep. 140.] § ir>00. Such persons have authority to sue for and recover the debts and property of the dissolved corporation, in its corporate name, and are jointly and severally re- sponsible to its creditors to the extent of the property which may come into their hands. § 1301. On proper application to the chan- cellor, the power of such trustee, or person appointed receiver of such dissolved corpora- tion, may be continued for such length of time beyond such five years as the chancellor may judge necessary for the purposes con- templated in the three preceding sections. See § 1298. [Corporations whose charters expire by limita- tion, or are annulled, exist as bodies corporate for five years after dissolution, for the purpose of suit, etc. Curry v. Woodward, 53 Ala. 371.] ARTICLE XVI. CONDITIONS UPON WHICH FOREIGN CORPORATIONS ARE PERMITTED TO BUSINESS IN THE STATE. Sec. 1316. Foreign corporation must file instru- ment of writing designating agents and place of business in this State. 1317. Where filed. 1318. Unlawful for foreign corporation to transact business in this State before declaration filed; penalty. 1319. Unlawful to act as agent of foreign corporation before such declaration is filed; penalty. 1320. Solicitor must enforce penalties; com- missions. 1321. Admission fees exacted of foreign cor- porations. 1322. Statement to be filed. 1323. Fee to be paid but once; failure to pay vitiates contracts. 1324. Exceptions. § 1316. Every corporation not oi'ganized under the laws of this State shall, before engaging in or transacting any business in this State, file an instrument of writing, un- der the seal of the corporation and signed ofhciall}'' by tlie president and secretary thereof, designating at least one known place of business in this State and an autliorized agent or agents residing thereat; and wlien any such corporation sliall abandon or change its place of business as designated in such instrument, or sliall substitute another agent or agents for the agent or agents designated in sucli instrument of writing, sucli corpora- tion sliall file a new instrument of writing as lu-rein provided, before transacting any further business in this State. See Const., art. XIV, S 4, and note. [The above act Is a penal statute. Ross v. Sec. Co., 101 Ala. ;^t>2; s. c, 13 So. Rep. 5(54. Mortgage to foreign corporations; when uot con- trolled by above act. Id. Action to recover the penalty may be brought in a city court, bv its solicitors. B. <& L. Assn. v. State, 09 Ala. 197. What is a proper compliance with laws as to I'oreign corporation filing declaration in office of secretary of Slate and distinguisliiiig person as agent. Falls v. Bldg. Co., 97 Ala. 417; s. c, 13 So. Rep. 25. This is entitled to great weight as a legislative Interpretation of the constitutional provision (art. NIV, S 4), but " can neither add to nor take from the legal significance of its ALABAMA. 29 Foreign corporations; costs — Code, §§ 1317-1324, 1347. meaning." Farrior v. Security Co., 88 Ala. 275; s. e., 7 So. Rep. 200. A oertificate need not designate the store or ofTice of such agent, but is suflicient if it designates the oitv where he resides. McLeod r. L. & M. Co., lOfi Ala. 496; s. c., 14 So. Rep. 409. When a contract with a foreign corporation has been executed, no relief can be granted because such corporation had not complied with provisions of above statute. Russell v. Jones, 101 Ala. 2G1; s. c. 13 So. Rep. 145. These provisions do not apply to every act done by foreign corporation hero, but do apply to a loan of money here by foreign corporation en- gaging in business of lending money on mortgage, and prevent recovery by such corporation on note given for money borrowed, when failure to com- ply with those provisions is shown. Mortg. Co. v. Nixon, 95 Ala. 318; s. c, 10 So. Rep. 311. Agent of foreign corporation which has not complied with constitutional and statutory pro- visions giving the right to do business in this State, cannot maintain an action to recover com- pensation for services rendered in procuring a loan from it. Collier v. Davis, 94 Ala. 45(5, Judgment by default for such penalty may be recovered on proof of service on a person named as agent; and the penalty being necessarily the amount of the recovery, no writ of inquiry is nec- essarv to assess the damages. B. & L. Assn. v. State" 99 Ala. 197; s. c. 13 So. Rep. fi87. Though a foreign con^oration failed to comply with the conditions precedent to its doing busi- ness in the State, held, that after the foreclosure of a mortgage running to it under power, the purchaser obtained the legal title. Shahau v. Tet- ero, 21 So. Rep. 951.] § 1317. Such instrument, when filed by a corporation engaged in any business of in- surance, must be filed in the office of the State auditor, and when filed by a corpora- tion engaged in any other business than that of insurance, must be filed in the office of the secretary of State. § 1318. It is unlawful for any foreign cor- poration to engage in or transact any busi- ness in this State before filing the written instrument provided for in the two preced- ing sections; and any such corporation that engages in or transacts any business in this State without complying with the pro- visions of the two preceding sections shall, for each offense, forfeit and pay to the State the sum of one thousand dollars. § 1319. It is unlawful for any person to act as agent or transact any business, di- rectly or indirectly, in this State, for or on belialf of any foreign corporation which has not designated a known place of busi- ness in this State and an authorized agent or agents residing thereat, as required in this article; and any person so doing shall, for each offense, forfeit and pay to tlie State the sum of five hundred dollars. § 1320. Every penalty provided for in this article shall be sued for and recovered in the name of the State of Alabama, by the solicitor of the circuit or county in which the offense is committed: and when col- lected, must be paid by the solicitor into the State treasury for the use of the State, less twenty-five per cent, to be retained by such solicitor for his services. The attor- ney-general shall represent the State in stich actions carried to the supreme court, and for his services therein is entitled to one- half the commissions herein allowed to the solicitor. § 1321. No corporation created by the laws of any other State or of any foreign country shall engage in or transact any business in this State without first having paid into the treasury, for the use of the State, the fol- lowing fees: Where the capital stock of such corporation does not exceed fifty tliou- sand dollars, a fee of twenty-five dollars: where it exceeds fifty thousand dollars, but does not exceed one hundred thousand dol- lars, a fee of fifty dollars: where it exceeds one hundred thousand dollars, but does not exceed two hundred and fiftj- thousand dol- lars, a fee of seventy-five dollars; where it exceeds two hundred and fifty thousand dol- lars, but does not exceed five hundred thou- sand dollars, a fee of one hundred dollars; where it exceeds five hundred thousand dol- lars, but does not exceed one million dollars, a fee of two hundred dollars; where it ex- ceeds one million dollars, a fee of two hun- dred and fifty dollars. All corporations or mutual companies which have no capital stock shall paj^ a fee of twenty-five dollars. § 1322. Such foreign corporation shall, at the time of paying such fee into the treas- ury, file in the office of the State auditor, an instrument of writing under the seal of the corporation and signed officially by the president and secretary thereof, showing the name of the corporation and the State or country under whose laws it was incor- porated, its principal place of business and the amount of its capital stock. § 132.3. The fee required by the second preceding section shall be paid once, only; hut such payment does not relieve any for- eign corporation from the duty of comply- ing with the requirements of existing laws. All contracts made in this State by any foreign corporation which has not first com- plied with the provisions of the two pre- ceding sections, shall, at the option of the other party to the contract, be wholly void. § 1324. The provisions of this article do not apply to corporations organized under the laws of the United States: nor to cor- porations engaging in or transacting busi- ness of interstate commerce only within tue State. CHAPTER XXIX. Costs and Fees. ARTICLE 2. SECURITY FOR COSTS. Sec. 1347. Non-residents must give security for costs. § 1347. xVU suits at law or in equity, com- menced by or for the use of a non-resident of this State, must be dismissed on motion, if security for the costs, approved by the clerk or register, be not given by such non- resident when the suit is commenced, or within such time thereafter as the court may direct. See § 534. 30 ALABAMA. Evidence; garnishments — Code, §§ 1S03, 2182. CHAPTER XLVI. Evidence. ARTICLE 1. GENERAL RULES, Sec. 1803. Whcu proof of corporate existence not required. § 1803. When suit is brousht by a coi-pora- tion, or by partners, the plaintiff must not be roiiuirt'tl to prove the existence of tlie coi"poration, or the firm, or the individuals couii)i)siug it, unless the same is denied by plea verined by affidavit tiled within the time allowed for tiling pleas in abatement. [See Moore r. Burns, 60 Ala. 269. Above sec- tion does not apply to pleas filed before its pas- sage as amended, " though, as it relates only to the remedy, it would operate upon proceedings taken after its passage in the case then pending." Bank v. Johnson, 'M Ala. 549; s. c, 8 So. Hep. 42. t.'nder above statute, a plea denying phiiutilt's cor- porate existence must be verified bj- affidavit. Rosenberg v. Claflin Co., 95 Ala. 249; s. c, 10 So. Rep. 521. I'lea of nul tiel corporation must be verified. Smith V. Hiles-Carver Co., 107 Ala. 272; s. c, 18 So. Rep. 37.] CHAPTER LIV. Garnishments. Art. 1. Garnishment defined; ■when and how is- sued and dissolved. 2. Answer of garnishee and proceedings thereon. ARTICLE 1. GARNISHMENTS DEFINED; WHEN AND HOW ISSUED AND DISSOLVED. Sec. 2182. Subscription for stock in corporation may be garnished. § 2182. Any creditor of a corporation may, by garnishment, subject the unpaid sub- scription of any stockholder in such corpo- ration to the payment of its debts, without regard to whether the corporation can main- tain suit against the stoclvholder for such subscription or not. Limit of personal liability. Const, art. XIV, § 8. Suit by corporation to enforce subscription to stock. § 1254. See note to § 1298. [A Judgment creditor of a corporation may sum- mon, In the same writ, two or more stockholders, who are severally indebted to the defendant cor- poration, for unpaid stock subscriptions. And this fact does not convert proceedings Into a suit against them as joint debtors. Curry v. Woodward, 53 Ala. 371; s. c, 50 Id. 258; a. c. 44 id. 305. To subject stockholders to garnishment, it Is not necessary that the corporation should at the time be engaged In business, or have persons in office as president and directors. Id. Unless an actual dissolution Is shown, the corporation Is still an " existing corporation " within the meaning of above section. Id. A call must be made, or the company evidently abandon Its business, before statute of limitations begins to run in favor of stockholders. Id. Personal notice need not be given or proved to fix liability of a defaulting subscriber to capital stock of corporation, when such personal notice is not required either by the charter or the terms of the subscription. Grubbs v. R. R. Co., 50 Ala. 398. Identity of corporation, under changed name, In suit to enforce subscription to stock. Semple v. Glenn, 91 Ala. 245. Decree against corporation; conclusiveness against stockholders. Id. Any arrangement entered into between a cor- poration and its stockliolders, with the view of defeating claims of creditors, would be void both at law and in equity. Goodwin v. McGehee, 15 Ala. 232. Capital stock of a corporation is a trust fund for payment of its debts, and a stockholder is not entitled to any dividend until all debts are paid. Paschall v. Whitsett, 1 Ala. 472. When stockholders, after calls regularly made, are in default, a judgment creditor has complete remedy at law against them, and therefore will not, for this cause only, be allowed to proceed in equity. Allen v. R. R. Co., 11 Ala. 437. But as to stockholders who are not in default, by reason of no call having been nuide, but whose subscrip- tions have not been paid, court of equity has juris- diction to compel payment at instance of an exe- cution creditor of the corporation. Id. Unpaid subscrij^tions in hands of stockholders Is part of the capital upon which creditors have rights, wherever it may be. A stipulation in the contract of subscription, that it shall be payable on the call of the company, is valid as between stockholders, and will not defeat rights of credi- tors. Curry v. Woodward, 53 Ala. 372. Action at law does not lie against stockholders of a corpoi'ation, to enforce his liability, to the extent of his stock, for debts due by a corpora- tion at the time of its dissolution. The remedy is in equity only. Smith v. Huckabee, 53 Ala. 191. This case distinguished in Curry v. Wood- ward, supra. Liability of stockholders for debts of corporation. A. Js: M. Assn. v. Ins. Co., 70 Ala. 12U; s. c, 9 Am. Corp. Cas. 8. Shares of stock in insolvent corporation; validity as to creditors. Id. Unpaid subscription of stock may be reached and subjected b3' garnishment at suit of credi- tors of a corporation. Woldridge v. Holmes, 78 Ala. 568. Subscription to stock in private corporation, payable on call by board of directors, and for which no call has been made, is not subject to garnishment at law at the suit of a creditor of the corporation, though it has become insolvent and practically dissolved. Teague v. LcGrand, 85 Ala. 493; s. c, 5 So. Rep. 287. Books of corpora- tion are evidence against stockholders in an action to enforce unpaid subscription. Lehman v. Glenn, 87 Ala. 618; s. c, 6 So. Rep. 44. When statute of limitations in favor of stockholders, as against the Corporation or its creditors, begins to run. Id. Whether a judgment by default against garnishee should recite such return of an execution, or show that proof ^vas made of the fact, is not decided. Carroll v. Milner, 93 Ala. 301; s. c, 9 So. Rep. 221. Necessary parties to bill to enforce liability of stockholders of dissolved corporation. Friend v. Powers, 93 Ala. 114; s. c, 9 So. Rep. 392. I'ledgee of stock in private corporation, hold- ing certificates as collateral security, and having had transfer duly entered on books, is liable to creditors as owner thereof, on subsequent Insolv- ency and dissolution of corporation. Bank v. Mc- Donnell, 92 Ala. 387; s. c, 9 So. Rep. 149. Stock- holder of private corporation, when sued by its creditors, is estopped from denying its legal exist- ence, or from insisting that its charter has been lorfeited by non-compliance with statutory pro- visions for which a forfeiture might be declaimed. Id. Husband subscribing for stock In name of wife becomes personally liable to creditors of corpora- tion. Id. Interest as against stockholders of dissolved cor- poration, in favor of creditors, begins to run on confirmation of register's report ascertaining amount of creditors' respective claims and the un- divided liability of each stockholder. Id. No relation of principal and sureties can exist between a corporation and its stockholders, as such. R. R. Co. V. Nicholas, 98 Ala. 92; s. c, 12 So. Rep. 723. Capital stock Is a security for cor- porate creditors. Janney v. Bank, 98 Ala. 515; I ALABAMA. 31 Summons; service — Code, §§ 2190, 32G8-3277. B c, 13 So. Rep. 761. There i.s no discrimination against creditors wlio are also stocliliolders. Id. Helation of stoclcbolder to corporation. Id. Capi- tal stiiclc is a trust fund in hands of directors. Corey v. Wadsworth. 99 Ala. 08; s. c. 11 So. Rep. 350. OfHcers or directors cannot be preferred cred- itors of an ins\ hite V. Kahn, 15 So. Rep. 595.] ARTICLE 2. ANSWER OF GARNISHEE AND I'ROCEEDINGS THEREON. Sec. 2190. Answer of corporation; by whom made. § 2190. No person shall answer, on behalf of any corpocation, any process of garnish- ment, unless he shall make affidavit that he is the duly authorized agent of the corpora- tion to make such ansv\-er. CHAPTER XCI. Pleading and Practice. ARTICLE 1. THE SUMMONS. .-^cc. .^208. Civil actions commenced by summons. 3274. How corporation served. 3275. Service on person or corporation operat- ing railroad of a domestic corporation. 3276. Publication against domestic coi-pora- tion. other than railroad corporation, having no officer or agent in the State. .3277. Senice on designated agent of foreign coiijoration; proof of agency. § 320S. All civil actions in courts of record, except in such cases as are otherwise pro- vided by this Code, must be commenced by tlie service of summons. S .'>274. Wlicn the suit is against a corpora- tion the summons may be executed by the delivery of a copy of the summons and complaint to the president or other head thereof, secretary, cashier, station agent, or any other agent thereof. Service of summons in chancery. See p. 36. See ? 1256, subd. 2, note. Service of process on indict- ment, i 5317. [In suit against a corporation, any offij?r, agent or employe thereof, on whom summons and com- plaint may l^e executed, is competent to accept the service, ins. Co. v. Woodward, 44 Ala. 287; s. c, 3 Am. Corp. Cas. 116. Accfptance of service by one as secretary of the corporation, not of itself sufficient evidence that be bears that relation to the corporation. Id. In an action against a corporation, a return by the sheriff on summons and complaint that he had executed the same " by delivering a copy to G. A., managing agent for the defendant," is not suffi- cient to sustain a judgment by default. Iron Co. V. Spradley, 42 Ala. 24. What is necessary to sustain a judgment by default against a corpora- tion. Express Co. v. Carroll, 42 Ala. 437; Ins. Co. V. McCulIough, 42 id. 667: Lvon v. Admrs., 3 id. 151; R. R. Co. v. Cole, 6 id. 655; R. R. Co. v. Hartwell, 43 Id. 508. A judgment by default against corporation must show that proof was made of the agency of per- son before process was served. R. R. Co. v. Whorley, 74 Ala. 2CA. Necessary proof of service of process to sustain judgment bv default against corporation. Ins. Co. v. Fowler, 76 Ala. 372; BIdg. Assn. v. Agee, 99 Id. 571; s. c, 13 So. Rep. 279. Transcript of a decree rendered by a chancery court of Virginia, showing that process was served on casliier and directors, and that the court held this service sufficient to give jurisdiction over the corporation, is conclusive as to that fact, and can- not be here collaterally assailed. Lehman v. Glenn, 87 Ala. 618; s. c, 6 So. Rep. 44.] § 327.">. Whenever any railroad corporation created by the authority of this State, shall permit its railroad to be used or operated by any other person or corporation, whether by contract or otherwise, process issuing against the person or corporation so using or operating such railroad, may be served upon any station agent or person in charge of any depot along the line of such railroad. § 3270. Whenever it is shown by affidavit that the president or other head of a do- mestic corporation, the secretary, cashier and managing agent thereof are absent from the State, and that in the belief of affiant there is no per.son in the employ of such corporation or doing business for it in this State, such corporation may be served with any legal process issuing from any court of record in this State, by publication in some newspaper published in the county where suit is brought, or, if there is no newspaper published in the county where suit is brought, in the newspaper published near- est the place of trial; and a copy of such newspaper containing such notice must be sent by mail to tlie president, secretary, cashier, or other agent of such corporation, at his place of residence, if known; and if such ])ublication is perfected twenty days before the next term of the court, the case shall stand for trial at that term; otherwise at the succeeding term, or any other term after the perfection twenty days prior thereto. This section does not apply to rail- road corporations. § 3277. When a foreign corporation has filed an instrument in writing designating one or more agents in this State as provided by this Code, process issuing against such foreign corporation may be served upon any agent so designated; and the certificate of the secretary of State, or of the auditor, as the case may be, showing such designation, is evidence of the fact of such agency. If the agent designated by such foreign coi^po- ration shall die, resign, remove from the State, or his authority shall cease from any cause, and no other agent shall be designated by such foreign corporation, the service of process issuing against it may be made upon the secretary of State, or, if the process be against an insurance company, tipon the au- ditor; and the officer serving such process upon the secretary of State, or the auditor, as the case may be, must immediately trans- mit a copy thereof by mail to such corpora- tion, at its home office, and state such fact in his return. 32 ALABAMA. Quo warranto — Code, §§ 3417-3420. CHAPTER XCIV. Quo Warranto — Actions in the Nature of. Sec. 3417. Actions to vacate charters of corpora- tions, by whom instituted, and grounds for. 3418. Judge of circuit court may direct solic- itor to commence action; auy person may sue on securing costs. 3419. In what county action to be brought. 3420. Action in namo of State for usurpation of office or franchise. 3421. Judge of circuit court may direct action to be brought; auy person may sue on securing costs. 3422. In what county action to be brought. 3423. When alleged corporation may be joined as party defendant without prejudice. 3424. Court always open on trial of cause for trial after five days' service of summons, postponement. 3425. Cause to be tried by the court unless jury demanded. 3426. Informant joined as plaintiff with the State. 3427. In whose name continued on death of informant; when it abates. 3433. On judgment of forfeiture, corporation dissolved; costs. 3437. Appeal; costs thereof. 3438. When appeal does not supersede execu- tion of judgment unless bond be given. 3439. Appeal; when heard. § 3417. An action may be brought in the name of the State, against the offending cor- poration, on the information of any -person for the purpose of vacating the cliarter. or annulling the existence of any corporation, other than municipal, whenever such coii^o- ration — 1. Offends against any of the acts cre- ating, altering, or renewing such corpora- tion. 2. Violates the provisions of any law, by which such corporation forfeits its charter, by abuse of its powers. 3. Has forfeited its privileges or franchises by failure to exercise its powers. 4. Has done or omitted any act which amounts to a surrender of its corporate rights, privileges and franchises. 5. Exercises a franchise or privilege not conferred on it bj' law. Ultra vires. Const., art. XIV, § 5. Forfeiture by nonuser. § 1273. Failure to elect officers does not dissolve. § 1276. Voluntary dissolution. §§ 1291 et seq. [A cause of forfeiture of franchise cannot be taken advantage of, or enforced against a cor- poration collaterally or incidentally, or In any other mode than by a direct proceeding for that purpose. Hudgins v. State, 46 Ala. 208; Lehman v. Warner, 61 id. 455; s. c, 6 Am. Corp. Cas. 155; A. & M. Assn. V. Ins. Co., 70 Ala. 120; s. c, 9 Am. Corp. Cas. 8. On the creation of every cor- poration It Is implied In law that misuser or non- user shall effect a forfeiture of charter. State v. Bank, 2 Stew. 30. A corporation may consent to a forfeiture of Its charter, though such consent can only be given by all the stockholders; and a statute, which de- clares a forfeiture with consent of the company, does not Impair the obligation of contracts. R. R. Co. V. State, 29 Ala. 573. The charter of a corporation cannot be declared void in a collateral proceeding, and evidence of fraud in procurement of charter is therefore inad- missible In such proceedings. Duke v. Nav. Co., 16 Ala. 372. A corporation Is not to be deemed dissolved, or its charter forfeited, by reason of any misuse or uonuse of Its franchises, until the default has been judicially ascertained and declared; and this can only be done by the courts of the State by which its charter was granted. Im. & Ex. Co. v. Locke, 50 Ala. 332; s. c, 5 Am. Corp. Cas. 1.35. Courts of one State have no jurisdiction to decree forfeiture of franchises of a corporation organized under laws of another State. Id. An illegal In- tention upon part of original corporators, as to its purposes, does not invalidate the corporation from its inception or dissolve it after its forma- tion. Id. Infraction of the public statute is ground for forfeiture of chartered rights and cause of in- validity of contracts affected by the legal tran- saction, but the misuser of franchises will not warrant a decree of dissolution until default has been judicially ascertained. Id. Action under above section to forfeit franchise of a corporation cannot be brought when it appears that the cor- poration's office is out of the State, and that it is doing no business within the State. State v. R. R. Co., 18 So. Rep. 801.] § 3418. The judge of the circuit court when- ever he believes that any of these acts or omissions can be proved, and it is necessary for the public good, must direct the solicitor of the circuit or county to bring such action; or such action may be brought without the direction of such judge on the information of auy person giving security for the costs of the action, to be approved by the clerk of the court in which the action is brought. [Information In nature of quo warranto, to va- cate charter of a corporation in absence of statu- tory regulation, can only be filed by the attorney- general, ex-officio. He is the representative of the State for this purpose. State v. Council, 30 Ala. 66. An action to vacate charter of private corpora- tion may lie brought by any person giving secu- ritv for costs without first obtaining order from a judge. State v. Webb, 97 Ala. Ill'; s. c, 12 So. Rep. 377.] § 3419. Such actions must be brought in the circuit court of the county in which the corporation has its principal office, or, if it has no principal office, of any county in which it does business, or, if it has no prin- ciple office and is doing no business in the State, such action may be brought in any county. § 3420. An action may be brought in the name of the State against the party offend- ing, in the following cases: 1. "When auy person usurps, intrudes into, or unlaAvfully holds or exercises any public office, civil or military, or any franchise within this State, or any office in a corpora- tion created by the authority of this State. 2. When any public officer, civil or mili- tary, has done or suffered an act, by which, under the law, he forfeits his office. 3. "When any association, or number of per- sons, acts within this State as a corporation, without being duly incorporated. [Action against Individuals for fraudulent usurp- pat ion of corporate powers is properly brought against them, but corporation Itself Is not a alaba:\l\. 33 Quo warranto — Code, §§ 3421-3439. proper partv dpfendant. Statp v. "Webb. 97 Ala. Ill; s. c, 12 So. liep. 377. Corporate functions acqiiirerl by evasive compliance is a fraud upon law. Id. See State v. Mobile & Girard R. Co., 108 Ala. 29; s. C, 18 So. Rep. 801.] § 3421. The judge of the circuit court may direct such action to be brought when he believes that any of the acts specified in the preceding section can be proved, and it is necessary for the public good, or it may be brought without the direction of such judge on the information of any person giv- ing security for tlie costs of the action, to be approved by the clerk of the court in which the action is l)ronght. § 3422. Such action must be brought in the circuit court of the county in which the acts are done or suffered, or, if to try the right to a corporate office, in the circuit court of the county in which the corporation has its principal office, or. if it has no principal office, in any county in which it does busi- ness. § 3423. When the action is against persons acting as a corporation withoiit being duly incorporated, the alleged corporation may be joined as a party defendant, and such joinder does not admit its corporate existence, or otherwise prejudice the case of the plaintiff; and judgment and execution may go against it by its alleged corporate name, as in other cases. § 3424. The court is at all times open for the trial of such cause or the granting of orders therein. The summons shall be re- turnable ten days from the date of issuance, and if five days' service is not had before such return-day, the summons is returnable to the first day after the expiration of five days after such service; and if such return- day be a day of anj' regular or special term of the court, the cause stands for trial on the next day after the return day, unless good cause be shown for further delay; but if such return-day does not fall within a regular or special term, the judge must fix a day for the hearing, of which the clerk must notify the parties or their attorneys; and on such day the case may be tried, or for good cause shown, or by consent of parties and the approval of the court, may be continued to another day. § 3425. Such cause must be tried by the court without a jury, unless a jury be de- manded in writing, either by the relator at the Time of filing the information, or by the defendant at the time of filing his an- swer; but by the consent of both parties a trial by jury may be had where previously waived, or may be waived where previously demanded by eilher party. If need be, the court or judge may order the sheriff to sum- mon the requisite number of persons to serve as jurors. § 3426. Whenever an action is brought, un- der the provisions of tliis chapter, on the a information of any person, his name must be joined as plaintiff with the State. § 3427. On the death of such person pend- ing the suit, it may be continued in the name of the surviving informant, or of any per- son who, on application, having first given security for the costs, is substituted iu his place; but on the death of all the informants, if no person is substituted in tlieir place, the action abates. § 3433. If it is adjudged that a corporation, against which an action has been lirought under this chapter, has, by neglect or al)use, or surrender, forfeited its coi-porate rights, privileges and franchises, judgment must be rendered that the corporation be excluded from such corporate rights, privileges and franchises, and be dissolved; and judgment for costs must be rendered against the per- sons claiming to be such corporation, and the directors or managers thereof, as established by the evidence; and execution shall be is- sued on such judgment at the expiration of five days from the date thereof, unless the defendant or the persons claiming to bo such corporation shall, within such time, take an appeal to the supreme court. § 3437. The State, informant, or defendant, may appeal to the supreme court within ten days after judgment, on application to the clerk and giving security for tlie costs of the appeal; tlie names of the sureties to be certified, with the record, to the supreme court; and if the appeal is not sustained, judgment for costs may be rendered against such sureties: but in appeals by the State no security shall be required. § 3438. if the defendant is adjudged guilty of usurping, or intruding into, or unlawfully holding or exercising any public office, civil or military, or any office in a corporation cre- ated by the authority of this State, such ap- peal does not supersede the execution of the judgment, unless the party appealing shall execute bond, in a sum to be prescribed and with sureties to be approved by the presiding judge, payable to the State of Alabama, with condition that if he fail in the appeal he will pay such judgment as the supreme court may render in the premises, and all such costs and damages as any person may sus- tain by reason of a wrongful appeal and sus- pension of the execution of the judgment. § 3439. Such appeal must be heard by the supreme court on the first Thursday after the expiration of ten days from the date of the appeal, if the court be then in session; if not in session at the expiration of such ten days, the appeal shall be heard at the first opportunity thereafter during any term, or { may be heard at a special term to be called by the court for such hearing, of which twenty days' notice must be given to the I parties; but in no case shall such appeal be heard unless the citation of appeal has been served five days before the hearing. 34 ALABAMA. Taxation — Code, §§ 3906, 390S, 3909, 3911. CHAPTER ex. Taxation. Art. 1 Definition of terms. 2. Exemptions from taxation. 3. Subjeotc, rates, maturity and lien of taxes. 5. Assessments; when and how made. ARTICLE 1. DEFINITION OF TERMS, Sec. 3906. Meaning of words and phrases. § 3906. Whenever the terms mentioned in this section nre employed in this chapter, they are employed in the following sense: ******** r». The word " person," or " party," or other word or words, importing the singular number, shall be held to include firms, companies, associations and corporations; " Corporation " defined. Const., art. XIV, § 13 See Civ. Code, § 1, and note. ARTICLE 2. EXEMPTIONS FROM TAXATION. See. 3908. Exemption of cotton factories from county and municipal taxation. 3909. Application for such exemption; how made and granted. § 3908. For the purpose of encouraging the building and operating of factories for the spinning of thread, yarns, and the weav- ing of cloth and other fabrics of cotton and wool in the State, the court of county com- missioners, or board of revenue of any county, or the constituted authorities of any city or town, in which it is proposed to lo- cate such factories, are authorized and .em- powered to remit the ta.\es assessed on such buildings, factories, machinery used therein, or land upon which such factories or build- ings are located, for all county or city pur- poses, for a period not exceeding five years from the date of the incorporation or organ- ization of such manufacturing company. [A legislative bounty subject to repeal. Calhoun S"- "«'• ^f»odstock I, Co., 82 Ala. 151; s. c„ 2 So Kep. 132. J § 3909. In order to obtain the benefits of such exemption, the person, firm or corpora- tion owning or controlling such factory must make application in writing to the* court of county commissioners or board of revenue of the county, or the constituted authorities of the city or town in which it is proposed to locate such factory, giving the location of the proposed factory, the date of the incor- poration or organization and praying for an order to be made by them, granting such person, firm or corporation the exemption provided in the preceding section, which ap- plication, if granted, shall be entered on the records of their courts, and an order made allowing such exemption and designating the time when such exemption shall expire; but all such property must be returned for State taxation.* ARTICLE 3. SUBJECTS, RATES, MATURITY AND LIEN OF TAXES. Sec. 3911. Subjects and rate of taxation. § 3911. For the use of this State, and to raise revenue therefor, there is levied an an- nual tax of fifty-five cents on each hundred dollars in value, upon the following prop- erly: * * * 4. All stocks of goods, wares and merchan- dise, the assessment to be on the average amount on hand during the preceding year, but the amount so assessed shall in no case be less than the capital actually employed in the business nor less than sixty-six and two- thirds per cent, of the oricinally invoiced price of said goods, wares and merchandise to be taken and furnished to the tax assessor as hereinafter provided, and this shall in- clude all goods, wares and merchandise kept on plantations or elsewhere or by railroad companies or manufacturing companies, or other associations, corporations or persons, for sale or to be dealt out to laborers or em- ployes for profit, or on account of their wages; and shall include all goods, wares and merchandise offered for sale by any per- son commencing business subsequently to the first day of October of the current year, but in such case the tax shall be apportioned according to the date at which the business *An act approved February 13, 1S97, " To pro- mote and secure the erection of cotton mills and factories in the State of Alabama,'' is as follows: "Section 1. Be it enacted by the general assembly of Alabama, That any person, copartnership, asso- ciation of individuals, or corporations incorporated under the laws of the State of Alabama, that shall, within five years from the approval of this act, invest, expend, lay out aud pay at least fifty thousand dollars in money in the erection, building and construction of cotton mills or factories in this State, and the buikliugs, plants, works, ma- chinery, appliances, and appurtenances, proper or necessary for the practical operation of such cot- ton mills or factories, shall b-? entitled to claim and have exempt from assessment aud collection for State, county and municipal taxation such cotton mills or factories, and the said proper or necessary buildings, plants, (\-orks, machinery, ap- pliances and appurtenances for the period of ten years only from the approval of this act, and the same and every part of the same are hereb.v de- clared to be exempt from State, county and mu- nicipal taxes; Provided, nevertheless. That nothing in this act shall be construed to exempt from taxa- tion the land on which said cotton mills or fac- tories are erected; I'rovided, This act shall also apply to additions costing $50,000 or more made to cotton mills now existing in Alabama. " § 2. Be it further enacted. That all laws and parts of laws, general or special, in conflict M-ith the provisions of this act, be and the same are hereby expressly repealed." (I'amph. Acts 1896- 1897, p. 917.) ( ALABAMA. 35 Taxation — Code, § 3911. shall lie commenced, so that if commenced after the first day of .January, the tax shall be three-fourths of the tax for the whole year: if commenced after the first day of April, the tax shall be one-half of the tax for the whole year, provided that the assessment herein provided for shall not include the prod- ucts raised on the farms in the hands of the original producer. Every person, asso- ciation or corporation carrying on such busi- ness, shall, between the first and tenth days of October in each year, make or caiise to be made, a full and complete invoice of the va- rious articles of said goods, wares and mer- chandise, with the value thereof, and in list- ing the taxes thereon, he shall present the same to the tax-assessor. If the person, as- sociation or corporation carrying on such business shall fail to make such invoice and present the same as herein required or shall fail to make return of the amount of stock as herein provided, or if the assessor is not satisfied with the return made, the assessor, in order to make a proper assess- ment, may examine the insurance effected by such person, association or corporation upon the stock so to be assessed, if the same can be ascertained, and may also by inquii-y of persons believed to have knowledge of the suViject by having assisted in taking invoice or otherwise, inform himself of the probable average amount of such stock; and from such information he may assess the same upon the best judgment he can form, and where assessments have been so made against a person, association or corporation, which has not complied with this subdivis- ion, said assessments shall not be subject to revision at the instance of the taxpayer and shall in no case be reduced. 7. All moneyed capital, that is, all money lent, solvent credits, or credits of value; and all money employed in the business of ad- vancing, or pending on any kind of chattels, chosi s in action, or personal property, or used in Iniying or discounting notes, bonds or bills of exchnage. S. Every share of any incorporated bank or banking association incorporated under the laws of this, or any other State, or of the United States, to be assessed and collected in the rounty, city, town or village where any such bank is located, and to be assessed at its actual market value to the person in whose name such share stands on the books of such bank and not to the bank or corpo- ration. It is the duty of the president and cashier of every such bank or banking asso- ciation to make out and return under oath to the assessor of the coimty in which the bank is located, a list showing the total num- ber of shares of the capital stock of such bank, the full name and residence of every shareholder as far as known, the actual mar- ket value of such shares and the par value thereof, the date of the last sale of stock in such bank, with the names of the seller and purchaser thereof, and the price paid for same, the annual dividend declared upon the stock of such bank for the last three years, the value of the shares as shown by the books of the corporation and by the last report of the officers to the shareholders, the amount of the surplus and the amount of the undivided profits not included in the surplus; and such president and cashier shall, at the same time return to the assessor of the county a sworn statement of all real estate owned by the bank, situated in this State, and the value thereof as assessed for taxation the same year, and thereupon it shall be the duty of the assessor, after passing upon such assessment, to deduct from the amount or sum at which the whole of the shares are assessed, the amount or sura at which the real estate, situated in this State and belong- ing to such bank, is assessed for taxation; and the residue of values remaining after such deduction shall be the assessed value of the whole of such shares, and such residue, divided by the whole number of shares, shall constitute the value of each share for taxa- tion, and the bank shall pay for the share- holder, the tax assessed against such shares. It is the intent and meaning of this sub- division that the real estate of every such bank shall be assessed for taxation against the bank as other real estate in this State is assessed to the owner thereof, and that the bank shall pay the taxes thereon; and the shares shall be assessed for taxation against the shareholders at their actual market value after deducting therefrom the assessed value of the real estate of the bank, and that the bank shall pay for the shareholders, respectively, the tax so assessed against their shares. In arriving at the market value of the shares there must be considered every- thing which gives them value, such as the franchise, the authorized capital and assets of the bank, the real and personal property, the reserve fund, the siuplus. the undivided profits, and all other interests of the share- holder that would pass to a purchaser on a transfer of his stock; and except as herein and expressly providefl, no separate tax shall be levied upon these elements of value, or any of them. It shall be no ground of objection to such assessment of shares that it is en- tered upon the assessment-book in the corpo- rate name of the bank. 9. Every share of any corporation organ- ized under the laws of this State, or any other State, or of the United States (other than railroad, telegraph, express and sleep- ing-car companies, building and loan associa- tions, and banks or banking associations) to be assessed and collected in the county wherein such corporation has its chief or home oflice in this State, and to be assessed at its actual market value, to the person in wliose name such shares stand on the books of the corporation, and not to the corpora- tion. It shall be the duty of the president or 36 ALABAMA. Taxation; venue — Code, §§ 3911, 3936, 3942. chief officer of every such corporation to malce out and return under oath, to the as- sessor of the county in which the chief or home office of the corporation is located, a list showing the total number of shares of the capital stock of such corporation, and the par value thereof, and the full name and residence of each shareholder as far as known, the actual market value of such shai'es and the par value thereof, the date of the last sale of stock in such corporation, with the names of the seller and the pur- chaser and the price paid for the same, the annual dividend declared on the stock of such corporation for the last three years, the value of the shares as shown by the books of the corporation and by the last report of the officers to the shareholders, the amount of the surplus, and the amount of undivided profits not included in the surplus, and such president or chief officer shall, at the same time, return to the assessor a sworn state- ment of all the taxable property, real and personal, owned by such corporation, situ- ated in the State, and the value thereof as assessed for taxation the same year; and thereupon it shall be the duty of the assessor, after passing upon such assessments, to de- duct from the aggregate amount or sum at which the whole of the shares are assessed the aggregate amount or sum at which the real and personal property of the corpora- tion is assessed for taxation; and the residue of values remaining after such deduction shall be the assessed value of the whole of such shares, and such residue, divided by the whole number of shares, shall constitute the value of each share for taxation, and the corporation shall pay, for the shareholder, the tax assessed against his shares, and the amount so paid for any shareholder shall be a lien on any interest which shareholders may have in any property owned by the cor- poration. It is the intent and meaning of this subdivision that all the property, real and personal, of the coi-poration, except such property as is exempt from taxation by the laws of the State or of the United States, shall be assessed for taxation against the corporation as other property in this State is assessed to the owner thereof, and that the corporation shall pay the tax thereon whether such assessment exceeds the aggre- gate assessed value of the shares or not; that the shares shall be assessed for taxation against the shareholders, at their actual marlvot value after deducting therefrom the assessed value of the real and per- sonal property of the corporation, and that the corporation shall pay for the shareholders, respectively, the tax so as- sessed against their shares. If the aggregate value of the shares does not exceed the aggre- gate value of the real and personal property of the corporation as assessed for taxation, then on tax shall be demanded or collected on the shares. It shall be no ground of ob- jection to such assessment of shares tliat the same is entered on the assessment-book in the name of the corporation. ******* 13. All dividends declared or earned, and nor divided, by corporations doing business in this State. 14. All other property, real and personal, not otherwise specified herein, including cot- ton, pig-iron, manufactured goods and other things of value. ARTICLE 5. ASSESSMENTS; WHEN AND HOW MADE. Sec. 3936. Full statoment of subjects of taxation required of taxpayers. 3942. By whom property should be listed. § 393G. Every person of full age and of sound mind, and every firm and body corpo- rate or politic shall, when legally called on by the assessor, foi'thwith make to him a full, true and distinct statement of all the real and personal property, with a correct de- scription thereof, of which he is the owner or holder, individually, or as guardian, par- ent, husband, trustee, administrator, execu- tor, receiver, accounting officer, partner, agent, or factor, and including all moneys and credits so held or owned, or on deposit anywhere in the State, on the first day of Oc- tober preceding, except as herein otherwise prescribed. § 3942. The property * * * of those whose property is in the hands of receivers, (shall be listed), by such receivers; of every firm, or body corporate or politic, by the partner, president, principal officer or agent thereof; * * * and all persons herein re- quired to list property for others shall list it separately from their own, and in the name of the owner thereof. CHAPTER CXIV. Venue. ARTICLE 1. VENUE OF ACTIONS. Sec. 4207. Corporation sued where. § 4207. A foreign or domestic corporation may be sued in any county in which it does business by agent. See § 1256, subd. 2, note; Const., art. XIV, § 4; §§ 1316 et seq. RULES OF PRACTICE IN CHANCERY COURTS. 21. Domestic corporations may be served with process by executing it upon the presi- dent, or other head thereof, secretary, cash- ALABAMA. 37 Crimiual proceedings — Code, §§ 4721, 4776, 5316-5319. ier, or managing agent thereof. If affidavit is made that the oflBcers named in the preceding part of this rule are unlvnown, absent from, or reside out of the State, the process may be served upon any white per- son in the employ of such corporation, or doing business for it. Process may be served on foreign corporations by executing It upon any agent of such corporation, or white person in its employ in this State, or by publication, a copy of which may be sent to any of the ofhcers named in the first part of this rule. If a summons to answer a bill • is personally served on the agent or person In the employ of such foreign corporation, such agent or employe may be required to answer on oath, as in case of other defend- ants to bills, and under like penalties. Summons, how served on a ■S2~-i. See § li!56, subd. rnrporation. Code, 2, cross-references. [In suit against a corporation, any officer, agent or employe thereof, on whom summons and com- plaint may be executed, is competent to accept service. Ins. Co. v. Woodward, 44 Ala. 287; s. c, 3 Am. Corp. Cas. 116. Acceptance of service by one as secretary, not of itself sufficient evidence that he bears that relation to the corporation. Id. What officers are necessary parties to bills of discoverv against a corporation. V. & A. M. & M. Co. V. Hale, 93 Ala. 542; s. c, 9 So. Rep. 256; Le Grand v. J'cKenzie, IIU Ala. 493; s. c, 20 So. Rep. 131.] THE CRIMINAL CODE, CHAPTER CLUI. Forgery and Counterfeiting. Sec. 4721. Counterfeiting or forging corporate seal. § 4721. Any person, who. with intent to defraud, counterfeits or forges the seal of * * * any corporation incorporated tinder the authority of this State, or falsely makes, forges, or counterfeits any impression pur- I-orting to be the impression of any such seal, is guilty of forgery in the second degree. Corporate smI. §§ 1144, 1256. CHAPTER CLIV. Frauds. ARTICLE 6. DEPRECIATING STOCK OR BONDS OF CORPORATION WITH INTENT TO BUY. Sec. 4776. Depreciating stock or bonds of corpora- tion with intent to buy. § 4770. Any president, director, or man- aging officer of any corporation, by whatso- ever name or title he may be known or called, "Who shall do or omit to do any act, or who shall make any declaration or statement in writing, or otherwise, with the intent to de- preciate the market value of the stock or bonds of such corporation, and with the further intent to enable such president, di- rector, or other managing officer, to bu3- any such stock or bonds at less than the real value thereof, must, on conviction, be fined not more than five hundred dollars, and shall be sentenced to hard labor for the county for not less than six nor more than twelve months. CHAPTER CliXXX. Proceedings After Indictment; Trial and its Incidents. ARTICLE 17. PROCESS ON INDICTMENT AGAINST CORPORATION; TRIAL, AND JUDG- MENT. Sec. 5316. Indictment against corporation to. be docketed and notice issued. 5317. How notice and copy served; when case stands for trial. 5318. Defendant falling to plead, plea of not gnilty entered. 5319. Upon conviction judgment rendered for fine and costs and execution issued. § 5316. When an indictment is returned against a corporation doing business in this State, such indictment shall be forthwith docketed, and the clerk of the court shall issue a notice thereof to the defendant corpo- ration, accompanied by a certified copy of the indictment. § 5317. Such notice and copy may be served upon any officer or agent of the defendant corporation authorized by law to receive ser- vice of summons or other civil process issu- ing against such corporation, and upon the return of the sheriff showing proper service, the indictment stands for trial. § 531S. If the defendant corporation fails to appear and plead to the indictment, the court must cause the plea of not guilty to be entered for it; and the trial shall pro- ceed as if the corporation had appeared and pleaded not guilty; but in such case proof must be made to the court that the person upon whom the notice and copy of the indict- ment were served was an officer or agent of the corporation authorized by law to receive such service. § 5319. Upon the conviction of such corpo- ration, judgment shall be rendered against it for the fine imposed, together With the costs of the prosecution, and execution thereon shall forthwith issue against the property of the corporation; and other executions may issue thereon until such judgment is satis- fied. Btit in case of appeal from such judg- ment, the execution thereof may be super- seded as in civil cases. mDEX TO ALABAMA. ACTIONS: Page. corporations may maintain and defend ir> right to bring, and decisions affecting Hj, 17 commenced by summons 31 summons, how served 31 on railroad corporation 31 by publication 31 on agent of foreign corporation 31 to vacate charters. (See Quo "Warranto.) 32 venue of 3f ADMINISTRATOR: may transfer stock 22 AGENT: of foreign corporation, service of process 7 instrument designating, to be filed 2S service of summons on 31 power to appoint IS decisions respecting powers of IS directors to appoint 19 AMENDMENT: Oil declaration of incorporation 25 ARTICLES OF INCORPORATION. (See Declaration.) ATTACHMENT: corporations entitled to 11 security for costs by foreign corporation 11 may issue against foreign corporation 11 levy on shares of stock. (See Execution.) 22 BANKS: sharo^i, liable to taxation 35 BONDED INDEBTEDNESS: increase of, meetings for 23 BONDS: county, city or town not to issue to aid corporation (5 issue of, except for money, property, etc 9 purchase of. by directors -^ false representation as to value of, by directors 24 depreciating value by officers or directors i>T BOOKS: stock, registry of transfers 21 registry of hypothecation, mortgage or lien 21, 22 stockholders to have access to 24 BORROW: manufaoturin;;, etc., companies may 12 not exceeding capital stock 13 corporations generally, power of 19 BUSINESS: expressly authorized by charters ^ nature, declaration to state ^^ 40 INDEX TO ALABAMA. BY-LAWS: Tage. niamil'acturin}:, etc.. compauies may adopt 12 wliat to prescribe 1- corporations generally may adopt IS CANALS: mannfacturinj:, etc., companies may construct 13 CAPITAL STOCK: increase, general laws to provide 5) consent of stockholders ^ amount, declaration to state 12 subscription:! to. (See Subscriptions.) V2 upon payment, certificate to be issued 12 debts of manufacturing, etc., companies not to exceed 13 of manufacturing, etc., companies, increase 14 of certain corporations, increase of 20 increase of, meetings for 23 tax to be paid upon 23, 24 fees upon 2(5 CERTIFICATE OF INCORPORATION (See Declaration): of manufacturing, etc., companies, issued upon payment of portion of subscriptions... 12 issue of, by judge of probate 1(5 statement to cure defects 25 not to issue to corporation having same name Utj CHARTERS (See Declaration): existing, when not valid 7 forfeiture, assembly not to remit 7 business to be expressed in S subject to repeal or amendment 10 amendment of, how made 25 actions to vacate. (See Quo Warranto.) 32 COMMISSION: Oil manufacturing, etc., companies, to receive subscriptions V2 to call meeting of subscribers 12 to deliver subscriptions to officer 12 oi corporations generally to receive subscriptions 15 to deliver subscriptions to officer l(j feen to be paid before issuing li(j CONSOLIDATION: of mining, quarrying and manufacturing companies 13 meeting of stockholders 13 agreement in writing 13 agreement to be filed 13 corporations entitled to what rights 14 CONTRACTS: lawfi impairing obligation of 5 CORPORATIONS: organized by general laws 7 duea, how secured 10 term includes what 10 COSTS: security for, foreign corporation to give 29 COTTON FACTORIES: exempted from taxation 34 application for exemption 34 CREDIT: of state not to be loaned (5 of county, city or town, not to be loaned (i IXDEX TO ALABAMA. 41 # CUEDITOKS: ' Pag<^- liability of stockholders to, for unpaid subscriptions c50 DEBTS, CORPORATE: secured by means provided by law 10 stockholders liable for !•> of manufacturing, etc., companies, not to exceed capital stock Vj of other corporations not to exceed capital stock 10 DECLARATION OF INCORPORATION (See Charter; Certificate of Incorporation): manufacturing, etc., corporations, to be filed 1- contents of 1- commission to receive subscriptions upon filing l- of corporations generally, contents 14 amendment, how made . .^ -5 book to be kept for entry of 20 DIRECTORS: of manufacturing, etc., companies, first election 12 term of office 12 to be elected annually 14 vacancies 14 powera and duties 14 of corporations generally, first election I'i elected annually I'J term of office !'■' officers elected by 1 '•' majority a quorum 24 failure to elect not to dissolve 24 increase or decrease of number 24 purchase of stock or bonds by 24 false representations as to value of stock or bonds 24, 37 call of special meetings by 2."> trustees upon dissolution 2.S depreciating value of stock or bonds 3" DISSOLUTION: petition by stockholders 27 subpoena of stockholders 27 decree of chancellor 27 appointment of receivers 27 receivers, powers and duties , 27 stockholders may nominate 27 continuance in office 28 appeal from decree 27, 28 continuance after 28 directors, when trustees upon 28 powers and liabilities 28 EMINENT DOMAIN: right not to be abridged 6 franchises may be taken ^ compensation to be paid *j payable before taking property how determined manufacturing, etc., companies, when may exercise l'> EXECUTION: levy on shares of stock 22 sale of stock under levy 22 statement to sheriff, or officer having -- transfers, hypothecation, liens or mortgages void as against, unless registered 22 42 INDEX TO ALABAMA. EXECUTOR: I'fige. may transfer stock ^2 EXISTENCE, CORPORATE: continuance after dissolution -^ EX POST FACTO LAW: not to bo passed • • • • ^ FEES: for filing papers relating to corporations ^ to be paid upon incorporation -^ upon increase of capital stock 2(3 upon organization by general assembly 26 not charged to certain corporations 26 paid by foreign corporations 29 FOREIGN CORPORATION: to have place of business and agent in state 7 service of process on agent ^ rights of, decisions respecting "*• ^ security for costs in attachment 11 process of attachment against 11 instrument designating agent and place of business 28 vrhen filed 29 business not to be transacted until filed 29 penalty for failure to file 29 fees to be paid by 29 security for costs to be given by 21> service of summons on agent 31 FORFEITURE: of franchise for non-user 24 failure to hold annual meeting not to act as 25 continuance of existence after 28 FRANCHISES: may be taken by condemnation 6 non-user, forfeiture for 24 forfeiture, action to vacate charter for. (See Quo Waranto.) 32 usurper of, action against 32 FRANCHISE TAX: upon increase of capital stock 23. 24 GARNISHMENT: creditors to subject unpaid subscriptions to 30 answer of garnishee 31 HYPOTHECATION: of stock, registry to be made 22 void against levy unless registered 22 INCORPORATION (See Declaration): of manufacturing, mining and quarry companies 12 of corporations generally 14 euro of defects in 25 INCREASE: of capital stock, meetings for 14, 20. 23 bonded indebtedness 23 franchise tax to be paid 23, 24 INDEX TO ALABAMA. 43 INDICTMENT: Page. ol corporations, process on 37 notice issued 37 service of notice 37 plea of corporation 37 judgment for fine imposed 37 LAND COMPANIES: investments by 19 LIABILITY: ot stockholders to creditors, enforced by garnishment 30 LIEN: on stock, registry to be made 22 void against levy unless registered 22 on stock, for debts due from stockholders 23 sale to satisfy 23 MANUFACTURING CORPORATIONS: organization of 11 declaration to be filed 12 contents of 12 commissioners to receive subscriptions 12 subscriptions, how paid. (See Subscriptions.) 12 first meeting for organization 12 directors. (See Directors.) 12 oflScers. (See Ofiicers.) 12 certificate issued to 12 corporate powers of 12, 13 railways, tunnels, etc., may be constructed 13 consolidation, how effected 13 increase of capital stock 14 taxation of 34, 35 list of goods, etc., to be delivered to assessors 35 MEETINGS OF STOCKHOLDERS: oi manufacturing, etc., companies, annually 14 of other corporations, held annually 20, 25 for increase of capital stock 20, 23 for issue of preferred stock 23 for change of number of directors 24 special, may be called by directors 25 vote by proxy, at 25 MINING (See Manufacturing Corporations): corporations organized for 11 MORTGAGE: manufacturing, etc., companies may 12 corporations generally, may 19 consent of stockholders 19 on stock, registry to be made 22 void against levy unless registered 22 NAME, CORPORATE: declaration to state 12 not to be same as other corporation 26 OFFICERS: manufacturing, etc., companies may appoint 12 corporations generally may appoint 18 rights as determined by decisions IS appoinment by directors 11> failure to elect, not to dissolve -•* 44 IXDEX TO ALABAMA. PAPERS: stockholders to have right of access 24 PERSON: term includes corporation 11 PERSONAL PROPERTY: manufacturinj,', etc., companies may hold and convey 12 corporations generally, may acquire and convey IS PLACE OF BUSINESS: declaration to state 12, 14 of foreign corporation designation to be filed 2S POWERS, CORPORATE: decisions respecting, under Constitution 8, 9 oi manufacturing, etc., companies 12 of corporations generally IG, 17 PREFERRED STOCK: issued, consent of stockholders 10 meetings of stockholders for issue '2'.i proceedings to be filed 2;; stockholders entitled to 23 PROBATE, JUDGE OF: duties as to declarations of incorporation 12, 14. 25 to keep book for entry of papers relating to corporations 20 fees for filing papers 2'5 PROPERTY: private, not to be taken without compensation compensation paid before taking i) compensation, how determined 9 PROXY: vote by, stockholders may 25 QUARRYING CORPORATIONS: organization of. (See Manufacturing Corporations.) 11 QUO WARRANTO: action to vacate charters 32 brought for what reasons 32 by whom brought 32 against persona usurping franchises or offices 32 when to be brought 32, 33 by whom brought 33 summons, service and return 33 trial and proceedings 33 judgment against corporation 33 appeals from judgment 33 judgment against usurpers 33 appeals from judgment 33 RAILWAYS: manufacturing, etc., companies may construct 13 REAL PROPERTY: manufacturing, etc., companies may hold and convey 12 corporations generally may acquire and convey IS corporations organized to buy and sell, powers 19 RECEIVERS: appointment on dissolution 27 nomination of, by stockholders 27 distribution and payment of claims 27 RECORDS: stockholders to have right of access 24 IXDEX TO ALABAMA. 45 SEAL, CORPORATE: Page. manufacturinj,', etc., companies may have V^ corporations generally may have 16 forgery of. how punished 37 SPECIAL LAWS: when not to be passed 6 notion of, to apply for passage 6 STOCK: assembly not to authorize investment in not to bo issued except for money, property, etc U preferred, consent of stockholders to issue 10 meetings of stockholders to issue -'3 proceedings filed 23 stockholder entitled to 23 shares deemed personal property 21 transferable on books of corporation 21 transfer must be registered 21 hypothecation, mortgage or lien to be registered 21 transfer by personal representative 22 shares subject to execution 22 levy made by indorsement 22 sale under execution 22 books of corporation to be submitted to sheriff 22 lien on, for debts due from stockholders 2.'i sale to satisfy 2^ purchase of, by president or directors 24 false representation as to value, by directors 24 capital, increase, general laws to regulate 9 stockholders to consent to increase S> amount, declaration to state 12, 14 subscriptions to. (See Subscriptions.) 12 upon payment, certificate to be issued 12 debts of manufacturing, etc.. companies not to exceed 13 of manufacturing, etc., companies, increase 14 of certain corporations, increase of 20 increase of, meetings for 2/^ tax to be paid upon 23, 24 fees upon 26 STOCKHOLDERS: counties, cities, towns, not to become (i liability for corporate debts 10 of manufacturing, etc., companies, to meet annually 14 of corporations, consent to mortgage 19 increase of capital stock 20 lien on stock for debts due from '2'A sale of stock to satisfy 2.*'. to have access to books and papers 24 right to vote at meetings 2r> may vote by proxy 2.5 petition for dissolution. (See Dissolution.) 27 garnishment, to secure subscription, by creditors 30 shares liable to taxation 35, 36 deduction of corporate property 36 SUBSCRIBERS: naniefl. declaration to state 12. 14 meeting for organization 12 46 I:N'DEX to ALABAMA. SUBSCRIPTIONS: I'as?e- of manufacturing, etc., companies, commission to receive 12 how payable 12 delivered to officers ^ 2 certificate issued upon payment 1- of corporations generally, commission to receive 15 decisions respecting 15 how paid 15. 16 unpaid, creditor's action to recover ^0 SUCCESSION: manufacturing, etc., companies to have 12 corporations generally to have 16 SUB AND BB SUED: manufacturing, etc., companies may 12 corporations getierally may 16 SUMMONS: service on corporation 31 on railroad company 31 by publication 31 on agent of foreign corporation 31 TAXATION: power not to be delegated 6 property subject to uniform rate 6, 7 " person," term includes what 34 cotton factories exempted from 34 application for exemption 34 subjects and rates of 34, 35 list of property to be furnished assessors 35 bank shares liable to 35 to be paid by bank 35 shares of certain corporations subject to 35 statements made by corporate officers 35., 36 value of real and personal property deducted 36 statements made by taxpayers 36 TELEGRAPH COMPANIES: construction of lines by 10 consolidation, not to be made 10 TRAMWAYS: manufacturing, etc., companies may construct 13 TRANSFER: of stock, must be registered 21 void against levy unless registered 22 TUNNELS: manufacturing, etc., companies may construct 13 USURPER (See Quo Warranto): of franchises and offices, action against 32, 33 VOTE: of stockholders at meetings 25 by 'proxy 25 ARKANSAS. TABLE OF CONTENTS. CONSTITUTIONAL PROVISIONS. Tase. Art. II. DGClaratioii of lijilits 5 V. Legislative 5 XII. Private corporatious 5 XVI. Taxation 6 STATUTES. Ch. 1. Adniinistratinn 7 9. Attachments 7 29. Corporations 7 II. For manufacturing and other lawful 7 VII. Dissolution 12 30. Costs 12 45. Criminal law 12 60. Execution 13 63. Fees 14 81. Injunction 14 119. Pleadings and practice 14 125. Railroads 15 129. Revenue 16 139. Statutes 17 151. Usurp;itiou of office, etc 17 LEGISLATIVE ACTS SUBSEQUENT TO 1884. 4. ARKANSAS. COjS"STrrUTION of AEKAXSAS-18T4. PROVISIONS RELATING TO CORPORATIONS. ARTICLE II. Declaration of Rights. See. 17. Laws irupairiiicr the obligation of con- tracts prohil)itcd. 22. Private property not to be taken witli- , out just compensation. ARTICLE V. Legislative. Sec. 33. No liahilit.v or oblijration of any corpora- tion shall be released by the State. ARTICLE XII. Private Corporations. Sec. 1. Existing charters under which organiza- tion shall not have taken place to have no validity. 2. No special act conferring corporate powers to be passed. 5. No county, town or municipality shall be- come a stockholder. 6. Corporations may be formed under general laws, which may be altered or repealed. 7. State not to become a stockholder. 8. No stock or bonds to be issued except for money, property or labor done. Fic- titious increase of stock or indebtedness is void. 9. Right of way not to be appropriated un- til compensation is made, in. Bills and notes not to circulate as money. 11. Foreign corporations may do business In this State. Proviso. 12. State shall never assume liability of a cor- poration, nor shall indebtedness to State be released. ARTICLE XVI. Taxation. Sec. 7. Power to tax corporations not to be sur- rendered or suspended. ARTICLE II. Declaration of Rights. § 17. No * * * law impairing the obli- .craiion of contracts shall ever be passed; * « Itc See Const., art. XII, § 6; art. XVI, § 7; Stat- utes. §§ 991, 1035. § 22. * * * Private property shall not he taken, appropriated or damaged for pub- lic use, without just compensation therefor. See Const., art. XII, § 9. [Above provision Is necessarily Implied in tlie preamble to the Constitution, and in several other articles. Ex parte Martin, 13 Ark. 19R. Until just indemnity is afforded to a party, his prop- erty cannot be taken. Id.; see Roberts v. Wil- ikims, l.j Ark. 43. Riirht of way acquired under charter of a corporation cannot be affected by snb.sequent constitutional provision. R. R. Co. v. Turner, 31 Ark. 495.] ARTICLE V. Legislative. § 33. No obligation or liability of any rail- road or other corporation held or owned by this State shall ever be exchanged, trans- ferred, remitted, postponed or in any way diminished by the general assembly; nor shall such liability or obligation be released except by payment thereof into the State treasury. See Const., art. XII, § 12. ARTICLE XII. Private Corporations. § 1. All existing charters or grants of special or exclusive privileges under which a bona fide organization shall not have taken place and business been commenced in good faith at the time of the adoption of this Con- stitution shall thereafter have no validity. § 2. The general a.ssembly shall pass no special act conferring corporate powers, ex- cept for charitable, educational, penal or re- formatory purposes, where the corporations created are to be and remain under the patronage and control of the State. General Laws, §§ 900-901. [Applied in Little Rock v. Parish, 36 Ark. 175. The legislature is the judge of the neces.Mty of special legislation. I'owell v. Durdcn, 01 Ark. 21.] § 5. No county, city, town or other muni- cipal corporation shall become a stockholder in any company, association or corporation; or obtain or ai>propriate money for, or loan its credit to, any corporation, association, in- stitution or individual. See § 7, post. § G. Corporations may be formed under general laws, Avhich laws may, from time to time, be altered or repealed. The general assembly shall have the power to alter, re- arka:n^sas. Taxation — Const., Art. xii, §§ 7-12; Art. xvi, § 7. voke or nnnul any charter of incorporation now existin- and revocable at tlie adoption of this Constitution, or any tliat may here- after be created, whenever, in their opinion. It may be injurious to llie citizens of tliis State, in such manner, however, that no in- justice shall be done to the corporators. General Law, {§ 9C0-991. § 7. Except as herein provided, the State shall never become a stoclcholder in, or sub- scribe to, or be interested in, the stock of any corporation or association. See S 5, ante. § 8. No private corporation shall issue stocks or bonds, except for money or prop- erty actually received or labor done, and all tictitious increase of stock or indebtedness shall be void; nor shall the stock or bonded indebtedness of any private corporation be increased, except in pursuance of genei'al l.'iws, nor until the consent of the persons holding the larger amount in value of stock sliall be obtained at a meeting held after no- tice given for a period not less than sixty days, in purstiance of law. § 0. No jtroiterty, nor right of way, shall be appropriated to the use of any corporation until full compensation therefor shall be first made to the owner, in money, or first secured to him by a deposit of money, which com- pensation, irrespective of any benefit from any improvement proposed by such corpora- tion, shall l)e ascertained l>y a jury of twelve men, in a court of competent jurisdiction. as shall be prescribed bj' law. See Const., art. II, § 22, and note. [Property cannot be taken under this section for private purposes. Uoberts v. Wllliiiins, 1.5 Ark. 4:?. I'rovlsifin has no apj)lication to a charter previously jrraiited. In so far as it undertakes to chanue the mode (tf acrivate propertv for piihllf use. see Ex parte Martin. 1.3 Ark." 108. Kitrlit of way acquired under charter of a corjio- ration cannot he affected liy subserpient consti- tutional amendment. K. K. Co. v. Turner. .31 Ark. 49.".. Tlie owner's damaK''S for the right of wav to a railroad ovi-r his land cannot be diniinisheil by estimated benefit likelv to accrue to ids re- maining property. R. K. v. Ande-son, 39 Ark. 107.] § 10. No ;i(t of tlie general assembly shall be passed auiliori/.ing tlie issue of bills, notes or other paper wliich may circulate as money. § 11. Foreign corporations may be autlior- Ized to do business in this State under such limitations and restiictions as may be pre- scribed by law. I'rovided, That no such coriioration sii.ill do any business in this State except while it maintains therein one or more known places of business and an autliorized agent or agents in the same upon whom process may be served; and, as to contracts made or business done in this State, they shall be subject to the same regulations, limitations and liabilities as like corporations of this State, and sliall exercise no oilier or greater powers, privileges or franchises tlian may be exercised by like corporations of this State, nor shall they have power to condemn or appropriate pri- vate property. See Statutes, § 4982, and Act of 1887, at p. 15. " Foreign corporation " defined. § 6354. [A corporation of another State is not a " per- son beyond the limits of this State " within mean- iu>r of § 13, ch. 91, II. S., concerning limitations, but is a " person residing beyond the limits of this State," within the meaning of § 14, ch. 99. Clarke v. Bank. 10 Ark. 516. Statute of limitations as ai^pliod to foreign cor- porations. Bank v. Armstron'.:. 12 Ark. 602. Existence of foreign corporations is a question of fact for jury. Lindaucr v. Ins. Co., 13 Ark. 461. I'roof of organization of foreign corporation. Lindauer v. Ins. Co., 13 Ark. 461; Finley v. Coun- cil, etc., 10 id. 425. AVhen foreign corporation may collect rent of land In State. Lumber Co. v. S. W. Imp. Co., 55 Ark. 625: s. c, 18 S. W. Rep. 1055. Right of foreign corporation to do business in State. Gunn v. Sewing Machine Co., 57 Ark. 24; s. c, 20 S. W. Rep. 591. In a suit b.v a foreign corporation, tlie plea puts in issue its existence. Plankroad Co. v. Banese & Brown. 21 Ark. 306: and Same v. Rieves et al.. Id. 302. See, also. 12 id. 772, and 10 id. 423. Foreign corporation mav litigate in this State. Railway v. Fire Assn.. r,5 Ark. 163: s. C, 18 S. W. Rep. 43. Presumption that foreign corpora- tion has complied with the law. Id. Foreign loan corporation not doing business in State, when. Scruggs \. Mortgage Co., 54 Ark. 566: s. c, 16 S. W. Rep. .563. Above section is not self-executing. Sherwood V. Wllkins, 45 S. W. Rep. 988.] § 12. Except as herein otherwise provided, the State shall never assume or pay the debt or liability of any county, town, city or other corporation whatever, or any part thereof, unless such debt or liability shall li:ive been created to reiiel invasion, sujipress insurrection or to provide for the public wel- fare and defense. Nor shall tlie indebtedness of any corporation to the State ever be re- leased or in any manner discharged save by payment into the public treasury. See Const., art. V, § 33. ARTICLE XVI. Taxation. § 7. The power to tax corporations and corporate property shall not be surrendcied or susi)en(led by :iny contract or grant to which the State may be a party. Sue §§ 5U13, 5045, 5046. ARKANSAS. Administration; atraclmKMits: business corporations — Stat., §§ 104, 105, 300-321, 960. STATUTES or AEIvAKSAS - 1884. CHAPTER I. Administration. Sec. 104. Verifioation by corporation of demands aijaiiist estates. 105. Sutficieney of alfidavit by officer of a cor- ])oration. § 104. In case of a debt due a corporation, the cashier or treasurer shall make the affi- davit required in the preceding section.* Verification of pleadings by corporation. § 50.56. § 105. When an affidavit shall be required to be made by an othcer of a corporation, * * * it shall be sufficient to state in such affidavit " that he has made dilii;ent inquiry and examination, and that he does verily believe that nothing has been paid, except the amount credited, and that the sum de- manded is justly due." [An affidavit by an officer of a corporation in a form prescribed by statute, omitting the words " tliat the sum demanded is justly due," is suffi- cient. State V. Collins, 16 Ark. 32.] CHAPTER IX. Attachments. Sec. 309. When and for what causes obtained. 320. By whom and how executed. 321. Number of shares of defendant in in- corporated companies furnished sheriff on pain of contempt. § 309. The plaintiff in a civil action may. at or after the commencement thereof, have an attachment against the property of the defendant, in the cases and upon the grounds hereinafter stated, as a security for the satisfaction of such judgment as may be recovered : First. In an action for the recovery of money, where the action is against — 1. A defendant or several defendants who, or some one of whom, is a foreign corpora- tion or a nonresident of the State. 8. * * * An attachment shall not be granted on the ground that the defendant or defendants, or any of them, is a foreign cor- poration or nonresident of this State for any claim other than a debt or demand arising upon contract. See § 5005. [In proceedings by attachment against property of nonresident, the statute must be' strictly fol- lowed. Bush V. Visant, 40 Ark. 124.] § 320. The order of attachment shall be executed by the sheriff or other officer with- out delaj^ in the following manner: Third. Upon other personal propertyt by delivering a copy of the order, with a notice specifying the property attached, to the per- son holding the same; * * * as to stoclc in a corporation, or property held, or a debt or •Affidavit to claim against an estate. demand owing by it, to the chief officer, or to the secretary, cashier, treasurer or man- aging agent thereof, and by summoning the person or corporation to answer as a gar- nishee in the action. The sheriff shall de- liver copies to and summon such persons as garnishees as the plaintiff may direct. See Act of 1801, at p. 10. § 321. It shall be the duty of every person mentioned in the third subdivision of the last section, to whom the slieriff shall apply therefor, to furnisli him with a certificate of the number of shares of the defendant in the stocli of the corporation, a description of the property held by such corporation or person belonging to or for the benefit of the defendant, or the amount of the debt owing to the defendant by such corporation or per- son, whether due or not; and a failure to perform this duty may be punished by the court as a contempt. CHAPTER XXIX. Corporations. II. Corporations for manufacturing lawful business. VII. Dissolution of corporations. and other II. CORPORATIONS FOR MANUFACTURING AND OTHER LAWFUL BUSINES.S. Sec. 960. 961. 962. 963. 964. 965. 966. 967. 968. 969. 970. 971. 974. 975. 976. 977, 979. 980. 981. 982. 983. 984, 986, 989. 990. 991. Corporation to carry on any lawful busi- ness, who may form. Capital stock, amount of shares. I'urposes of corporation to be stated. First meeting of stockholders. Board of directors, when elected: term. Failure to elect not to dissolve corpora- tion. Officers, how elected; to reside and keep offices, where. Vacancy, how filled. To tile copy of articles of association, where; what to state; copy evidence, when. Quorum, what. Calls on stock, by whom made; how col- lected. Annual report, what to contain; where filed. 973. General corporate powers. Books open to inspection, where kept. Stock, how transferred: lien on. Articles of association amended, how. 978. To be recorded. Certificates required to be under oath. President and secretary liable, when and for what. Stockholders liable, when. Directors liable, when. Officers generally liable, when. 985. Insolvent; directors liable, when. 987, 988. Lien on stock, foreclosed how. Other liens not to be affected by. May remove place of business, how. Power of legislature over. § 9G0. Any number of persons, not less than three, who, by articles of agreement in t other than that capable of manual delivery. 8 AEKAXSAS. Manufacturing, etc., corporations — Stat., §§ 9G1-9G7. writiun, have associated, or shall associate, accordinj; to the pruvisious of this act, un- der any nauio assumed by them, for the pur- pose of enfiairi'if? i" t'l' carryinj; on any lund of mauufacturinj^, meclianical, mining or other lawful business, and who shall comply with all the provisions of this act, shall, with their successors and assigns, constitute a body politic and corporate, under the name assumed by them in their articles of asso- ciation. See Const., nit. XII, §§ 2, 6. [Clnsslflcntion of corporations Into nubile and privaii'. State et al. v. Ctirran. 12 Ark. 321. yuasi corijoration distinguished from corporation. Carson v. St. Frances Levee District, SU Arli. 513; b. c, 27 S. W. Uep. r)!)0. Acts done by or to a corporation, by a name sulj- staniiallv Its "true name, though differing from it in words and syllables, are valid. Bower et al. v. Bank, 5 Ark. 234. I'riiof of organization as required by the charter, and exercise of corporate powers, is prima facie evidence that the conditions precedent to corpo- rate existence had been complied with. I'laiik- road Co. V. Uieves, 23 Ark. 302: Hammett t. li. K. Co., 20 Id. 204. Corporate existence proved by general reputation. Fleener v. State, 58 Ark. !)S; s. c, 23 S. W. Kep. 1. Maker of note held by bona flde Indorsee cannot question corporate ex- istence of payee. Reynolds v. Both, 01 Ark. 317.] § 901. The amount of capital stock in every joint-stoci< corporation sliall be lixed and limited by tlie stockliolders in their articles of association, and shall be divided into shares of twenty-five dollars each; but every such corporation may increase its capital stock, and the number and amount of shares therein, at any meeting of the stockholders specially warned for that purpose. Shares, how levied on. §§ 3003, 3004. How sold on execution. § .3074. Execution against, how executed. §li 3089-3096. Shares listed for taxation. {§ 5645, 564G. Transfer of stock, how made. § 975. Lien on stock. §§ 986-088. Act authorizing cor- poration to reduce Its capital stock. See p. 17. § 962. The purpose for which every such corporation shall be established shall be dis- tinctly and dflinitcly specified by tlie stock- holders in tlieir articles of association, and it shall not be lawful for said corporation to direct its operations or appropiiate its funds for any other purpose. Powers of corporations. $§ 972, 973, and notes. Fees for filing articles. § 3228. § 9G,3. When any number of persons shall have associated according to the provisions of this act, any two of them may call tlie first meeting of the cori)oration, at such time and place as they may appoint, bj- giving notice thereof in any one or more news- papers pulilislied in tlic county in which such corj)oration is to I>e estal)lislied, or in any adjoining county, at least lifleen days before the time aitpointed for sueli meeting. Rut said notice may lie waived liy a writing, signed by all tlie sultscribers to tlie capital stock of such company, specifying the time and place for said first meeting, which writ- ing sliall be entered at full length upon tlie records of the corporation; and the lirst meeting of such corporation, which has been held pursuant to such written waiver of notice, shall be valid. § 9(>4. The stock, property, affairs and busi- ness of every such corporation shall be un- der the care of, and shall be managed by, not less than three directors, who shall be chosen annually by the stockholders, at such time and place as shall l)e provided by the by-laws of said corporation, and who shall be stockholders, and shall hold their ottices for one year, and until others shall be chosen in their stead. Directors individually liable, when. §§ 982, 983, 984. [Purchase of assets of corporation by a director not void but voidable. Jones et al. v. Ark. M. & A. Co.. .38 Ark. 17. Majority of directors cannot act where others had no notice; hence cannot make assignment of projterty. Simon v. Levier Assn., .">4 Ark. 58; s. c, 14 S. W. Uep. 1101. Xor mortgage property. Bank v. McCarthy. 55 Ark. 473; s. c, 18 S. W. Rep. 759. How notice should be given. Id.] § 9G.5. If an election of directors in any such corporation shall not take place at the annual meeting thereof in any year, such corporation shall not thereby be dissolved, but an election may be had at any time within one 3'ear, to be fixed upon, and notice thereof to be given by the directors. § 9r)f>. The directors of every such coipora- tion shall choose one of their number to be president, and shall also choose a secretary and treasurer, which tAvo last-mentioned officers shall reside and have their place of business and Iceep the boolvs of said corpora- tion within this State, and shall choose such other ofticers as the by-laws of the corpoi'a- tion shall prescribe; all of which said offi- cers shall hold their offices until others shall be chosen in their stead. President and secretary personall.v liable, when. § 980. Officers generally, when. § 983. § 907. The directors of such corporation, for the time being, shall have power to fill any vacancy which may happen in their board by death, resignation or otherwise for the current .vear. § 908. Before any corporation, formed and established by virtue of the provisions of this act, shall commence business, the president and directors thereof shall file a true copy of their articles of association, at full length, and also a certificate setting forth the pur- pose for which such corporation is formed, the amount of its capital stock, the amount actually paid in. and the names of its stock- holders, and the numbi'r of shares by each respectively oAvned, witli the secretary of ^ State, and a duplicate tliereof witli the clerk ; of the county in wliich such corporation is to ! transact business. Said articles of associa- tion and certificate shall be signed by the i ARKAXSAS. Mauufacturing, etc., corporations — Stat., §§ 9C9-972. presiilont aud a majority of the directors; and said secretary and county clerk shall re- spectively record the same in boolvs to be kept by them for that purpose, and, within thirty days after the payment of any in- stallment called for by the directors of such corporation, a certificate thereof shall be made, sifrned, filed and recorded as aforesaid. A copy of the certificate first specified in this section, certified by the secretary of this State, under the seal thereof, shall be re- ceived in all courts as prima facie evidence of the due formation, existence and capacity of such corporation in any suit brought by or against the same. Requirements of foreign cori'orations. See Act of 1887, at p. 15. Articles may be amended. §§ 97(5- 979. [Court bound to take judicial notice of act creat- ing corporation, and of powers therein defined. Finlev V. Council, 10 Ark. 423. Individuals cannot do business as a corporation until their articles of a.ssociation are filed. For purchases made by them before that time they are personally liable as partners. Garnctt et al. v. Richardson et al., 35 Ark. 144; see Connor v. Abbott, id. 365. ■\Vhen an act of incorporation requires nothing to be done by the trustees named in it, as a con- dition precedent to their becoming a corporation, they become such immediately upon its passage. Blackwell v. State, 36 Ark. 178; vide 2u Ark. 204] § 969. A majority of the directors of every such corporation, convened according to the by-laws, shall constitute a quorum for the transaction of business, aud a majority of the stockholders present at any legal meet- ing shall be capai^le of transacting tlie busi- ness of that meeting; and at all meetings of such stockholders each share shall entitle the holder thereof to one vote. [By the common law a majority of the trustees of a corporation is necessary to constitute a quorum. Blackwell v. State, 36 Ark. 17S.] § 970. The directors may call in the sub- scription to tlie capital stock of such corpora- tion by installments, in such proportion and at such times and places as they shall think proper, by giving such notice thereof as the by-laws shall prescribe; aud in case any stockholder shall neglect or refuse payment of any such installment for tlie space of sixty days after the same shall liave be- come due and payable, and after he shall have been notitied thereof, said corporation may recover the amouut of said installment from such negligent stockholder, in any proper action for that purpose, or may sell said stock at pul)lic auction, giving at least thirty days' notice of the time and place of sale by advertising in some newspaper published in the county where the business of sucli coritoration is transacted, or in an adjoining county. And, in case of a sale, the proceeds thereof shall be first applied in pay- ment of the installment called for, and the expenses of the sale and the residue shall l)e refunded to the owner thereof. In case the proceeds of such sale shall be iusufticient to pay said installments, said corporation may recover the balance from such negligent stockholder. Such sale shall entitle the purchaser to all tlie rights of a stockholder to the extent of the shares so purchased. [Suits by corporations for calls upon subscrip- tions and for assessments. R. R. Co. v. Gaster, 20 Ark. 455; Same v. Chestnut, id. 461. Stock subscriptions. What sufficient to bind subscriber. AVoodrufiC v. McDonald et al., 33 Ark. 97. ^Vhen subscription due before all of capital stock subscribed. Arkadelphia, etc., v. Trimble, .■54 Ark. 316; s. c, 15 S. W. Kcp. 776. Voluntary release of stock subscription by in- solvent company is fraud, when. Carter v. Print- ing Co., 54 Ark. 576; s. c, 16 S. W. Reip. 579J § 971. The president and secretai'j' of every corporation organized under the provisions of this act shall annually make a certificate showing the condition of the affairs of such corporation, as nearly as the same can be ascertained, on the first day of .January or of July next preceding the time of making such certificate, in the following particulars, viz.: The amount of capital actually piiie valid as against any creditor of such stockholder until such cer- tificate shall have been so deposited. Sale of shares under execution or attachment. Sec .\ct of 1891, at p. 16. § 972. All corporations organized and es- tablished under the provisions of this act shall be capable to sue and be sued, plead aud he impleaded, answer and be answered unto, appear and prosecute to final judgment in any court or elsewhere; to have a common seal and to alter the same at pleasure; to elect, in such manner as they shall de- termine, all necessary officers; to fix their compensations and define their duties; to or- dain and estaldisli by-laws for the govern- ment and regulation of their affairs, and to alter and reiieal the same; and to employ all such agents, mechanics and other laborers as they shall think proper. Attachments. § 309. Corporation must give se- curity for costs. § 10.36. Executions against cor- poration. §§ 300.3-.3096. Injunction against corpo- ration. § 37.38. Pleadings and practice. §§ 4'.i79- 5209. Requirements of foreign orporation before 10 ARKAXSAS. Gi'ueral powers; books; amendments — Stat., §§ 973-977. It cau sue lu tbls State. Act of 1S87. at p. 15. Officers, how elocted. etc. § 9l56. Tersonal liabil- ity of officers. §§ 9S0, 9S2, l)S3. Tower to hold land. $ 973. [Powers of corporation defined. Conway et al., ex parte, 4 Ark. oOi.'. Corporation distinct from directors or corporators who compose it. Id. riea of liudtation to action by corporation ad- mits its existence and capacity to sue. Clark v. Bank, 10 Ark. OHJ. These also admitted by plea of the general issue In suit broupht by a coriioration. rinl.'y V. Council, 10 .A.rk. 4:^0. Actions against corporation to recover for services rendered to promoters. R. U. Co. v. I'erry, 37 Ark. lt>4. Oral promise bv new corporation to pay debts con- tracted by" promoters, void by statute of frauds. Id. Corporation is bound only by its owu con- tracts, and not bv tliose of individual members in their private capacity. Id. A plea of nul tiel corporation bad on demurrer or on motion to strike out. In suit brou;:ht by a domestic cor- poration, created by public law, of which the courts take judicial notice; but if the statute creating the corporation require something to be performed as a condition precedent to its exist- ence, the plea would be good, and the plaintiff must replv a performauce. llammett v. R. K. Co., 20 Ark. 204. In a suit bv a corporation. It can be shown in 1 defense, that" the plaintiffs have forfeited their corporate rights by misuser or uonuser. Id. I'ri- i vate corporation may be sued by one of its own | members, eitht-r at law or in equity. Booker, ex parte, IS Ark. 338. In a suit by a corporation unnecessary to aver i in declaration that plaintiff' is an incorporation duly constituted and authorized to sue in its cor- por"ate name. If legal existence is questioned it ! must be done by plea. R. R. Co. v. Gaster, 20 Ark. 455. An answer to an action by a corporation, that It had forfeited its charter by nonuser, without averring that a forfeiture had been declared by judicial proceedings for that purpose, is demur- rable. West et al. v. Ins. Co., 31 Ark. 476. In suits against corporations, it is not neces- sary to allege in the complaint the incorporation further than by a statement of the corporate name. Building Assn. v. Ilogan, 2S Ark. 2iil. Corporation may be sued for libel. Am. Cas. Co. V. Lea. .".G Ark. 530; s. c. 20 S. AV. Rep. 410. Foreign insurance company doing business in State Is suable on any cause of action arising here. Id. Foreign corporation may litigate in this State. Railway v. Fire Assn., 55 Ark. 163; s. c, 18 S. W. Rep. 43. Authority of certain officers of a corporation to execute its notes cannot be presumed from fact that they have exercised it. Ry. Co. v. Bank. 34 S. W. R.-p. 89. Everything done by and to the persons in- trusted with the management of the business at the branches of the bank of tlie State, in respect to that business, m\ist be considered as done by or to the corporation. Bower v. State Bank, 5 Ark. 2.34. Corporations must be limited by their charters OS to questions which relate to the i>ower of deal- ing with tidrd persons; but in questions relating to their own organization a liberal construction is to be adopted. I'lankroad Co. v. Rieves, 23 Ark. 302. To bind a corporation by specialty, corporate seal must be allixed to tin- instrument. Piivate seal of agent not sutlicient. State v. Allis, IS Ark. 269.] § 073. Every siU'li cnrporatiou shall, by its corporate naino. have power to aoqiiiro and hold such lands, teiu'ments and horedita- nionts and such proiu-rly of every kind as shall be necessary for the pnri)ose of said coriioration; and such dther lands, temqnents and hereditaments ;is sli:il] be taken in pay- ment of «>r as security for debts due to such corporation, and to manage and dispose of the same at pleasure. [The assets of an incorporated company are a trust fund for the payment of its debts and may be followed into the hands of any person acquir- ing them with notice of the trust. Jones et al. V. Ark. M. A: A. Co., 38 Ark. 17. Couvevances of corporate property by president and secretarv cannot be attacked by corporate creditors for' failure of directors to agree to its sale at a corporate meeting. Estes v. Bank, 34 S. W. Rep. 85.] § 974. The books of every such corporation containing their accounts shall be kept and shall at all reasonable times be open in the coimty where such corporation is located, or at the office of the treasurer within this State, for the inspection of any of the stock- holders of said corporation; and said stock- holders shall have access to the books and statements of said corporation; and shall have the right to examine the same in said countj' or at said office, and, as often as once in each j-ear, a true statement of the accoimts of said corporation shall be made and exhibited to the stockholders, by order of the directors. § 97.5. The stock of every such corporation shall be deemed personal property, and be transferred only on the books of such cor- poration in such form as the directors shall Ijrescribe; and such corporation shall at all times have a lien upon all the stock or proiierty of its members invested therein for all debts due from them to such corporation. See § 901. [Transfer of stock and franchise will not carry assets previously distributed among stockliolders. Jefferson v. Edriugton, 53 Ark. 566; s. c, 14 S. W. Rep. 99, 903.] § 970. Every such corporation may amend its articles of association by the specification of any other lawful business in which the stockholders may desire to engage; btit be- fore it shall commence any business under its amended articles other than such as was distinctly and definitely specified in its original articles, the president and directors shall cause such of the amended articles as specify the purpose for which such corporation is formed, subscribed by all the stockholders, to be published in a new.spaper printed in the county in which such corporation is located, or in an adjoining county; and shall also make a certificate of the purpose for which such corporation is formed, as changed by the amended articles, which certificate shall be signed, deposited and recorded in the same manner as the certificate required in section 9GS. See § 908. § 977. When any such corporation shall in- crease its capital stock, as provided in sec- ARKANSAS. 11 Certificate, filing of, etc.— Stat., §§ 978-98G. tion 961, the president and directors shall, ■within thirty days thereafter, uialie a cer- tificate thereof, which shall be sifjued, de- posited and i-ecorded as provided in section 90S. § 978. The county clerk, after recording the certificates specified in section 971, shall re- | turn the same, Avith his indorsement of ' record thereon, to said corporation on de- ' niand; and for recording the certificates re- i quired in this act he shall be entitled to j receive at the rate of ten cents for each one hundred words. ; § 979. The certificates required by sections ' 908, 971, 970 and 977, except certificates of transfers of stoclv, shall be made under oath or attirmation by the person subscril)iug the same; and if any person sliall Icnowingly sv.-ear or affirm falsely as to any material facts, he shall be deemed guilty of perjury, and be punished accordingly. § 980. (As amended February 14, 1891.) If the president or secretary of any such cor- poration shall neglect or refuse to comply with the provisions of section 971 and to per- form the duties required by them respec- tively, the persons so neglecting or refusing shall jointly and severally be liable to an action founded on this statute, for all debts of such corporation contracted during the period of any such neglect or refusal. Liability of directors. § 982. Of other officers. § 983. Criminal liability of officers. §§ 1780, 1788. § 981. If the capital stock of any such cor- poration shall be withdrawn and refunded to the stockholders before the payment of all the debts of the corporation for which such stock would have been liable, the stock- holders of such corporation shall be liable to any creditor of such corporation, in an action founded on this statute, to the amount of the sum refunded to them respectively, as aforesaid; but if any stockholder shall be compelled, by any such action, to pay the debts of any creditor, or any part thereof, he shall have the right, by bill in equity, to call upon all the stockholders to Avhom any part of said stock has been refunded to contriljute their proportional part of the sum paid by him as aforesaid. [Liability of stockholders under the common law. Jones et al. v. Jarman. 34 Ark. 323. Lia- bility under Constitution of 1868. Id.] § 982. If the directors of any such corpora- tion shall declare and pay a dividend when the corporation is insolvent, or any dividend the payment of which would render it in- solvent, knowing such corporation to be in- solvent, or that such dividend woiild render it so, the directors assenting thereunto shall be jointly and severally liable, in an action founded on this statute, for all debts due from such corporation at the time of such dividend. [Corporation estopped to deny that dividend has been declared, when. Rv. Co. v. Martin, 57 Ark. 355; s. c, 21 S. W. Rep. 4C5. When assets of business corporation a trust fund for creditors. Worthen v. Griffith, 59 Ark. 502; s. c, 28 S. W. Rep. 286. RiKht of corporation to make preferences. Id. Corporation may prefer its directors. Id.] § 983. If the president, directors or secre- tary of au3^ such corporation shall intention- ally neglect or refuse to comply with the pro- visions of this act, and to perform the duties therein required of them, respectively, such of them as so neglect or refuse shall be jointly and severally" liable, in an action founded on this statute, for all the debts of such corporation contracted during the period of any such neglect or refusal. See § 980. [That defendant signed a note for money loaned the corporation of which he was a director in the belief that he would not be individually liable is no defense. Maledou v. Leflore, 35 S. W. Ren. 1102.] § 984. If any corporation, organized and established under the authority of this act, shall violate any of its provisions, and shall thereby become insolvent, the directors or- dering or assenting to such violation shall be jointly and severally liable, in an action founded on this statute, for all debts con- tracted after such violation as aforesaid. § 985. Any corporation, organized under this act, which has a lieu upon the stock of any stockholder therein, as provided by sec- tion 97.J. may give notice to such stockholder tnat, unless he shall pay his indebtedness to said corporation within three mouths from the time of giving such notice, then such corporation will proceed to sell and transfer the stock of such stockholder in said cor- poration; and, upon default of payment, said corporation may sell the stoclc of such in- debted stockholder as hereinafter provided, and any such corporation may prescribe, by its by-laws, the manner of giving the notice required by this section. § 980. Such corporation may, at any time within six months after it shall have given the notice required by the preceding section to such indebted stockholder of its intention to sell such stock, and the three months' notice shall have expired, advertise in one or more newspapers published in the county where such corporation is located, and if there be no newspaper published in said county, then in a newspaper published in an adjoining county, giving at least three weeks' notice of the time and place of sale, and at the time and place shall state the amount due from such stockholder to such corporation; and may then pi'oceed to sell, for cash, at public auction, to the highest 12 ARKANSAS. Dissolution - Stat., §§ 987-991, 1035. corporation on said stock, siicli corporation sliall credit tlic amount received for such stoclv. less the costs of sale, to said indebted stockholder, and may proceed to collect the remainder of tln'ir debt by any proper action for that iturpose. § t»ST. Whenever the purchasers of said stock shall have complied with the conditions of said sale, the corporation sliall issue now certificates of stock to such purchasers, or to their order, and shall cancel upon the books of the corporation the certificates of suc-li indebted stockholder, and the new cer- tificates so issued shall entitle the holders thereof to all the privilejies, rights and in- terests of a stockholder in sucli corporation. § 9S8. Whenever any stockholder in any such corporation sliall have made a transfer or assiiriimeiit of his stock, as security for his indt'btedness, to a tliird party, and after- ward shall become a debtor to such corpora- tion, such corporation may sell the ecjuity of redemption of such stock in the same man- ner as is provided for the sale of stock on which it has a lien, and shall credit the amount received from such sale to such in- debted stockhohler. Such corporation may require the party holdiiig a transfer or as- sipnment of such stock to give a statement to the treasurer of such corporation, iinder oath, of the amount for which said stock was pledged: and if said ])arty shall not give such a statement at or before the time such sale Is to take place, he shall forfeit all claim and lien on such stock, or any part thereof, and such corporation may sell the same as herein provided. 8 nsf>. Nothing contained in the four pre- ceding sections shall affect any lien or right acquired by any otlier party by virtue of any attachment or levy of execution upon the stock of any stockholder in any such corporation. § !»rM). .\ny joint-stock corporation, organ- ized under the provisions of this act, may remove its place of business from any county in this State where It is or may be located to any other county in this State. But the president and secretary of such cor- poration shall procure from the count.v clerk of the county from whi<-h it shall remove a certified copy of the records of its articles of association and all other records showinir the state of its affaii's. to wlii<'h certified copy shall be attached the certificate of said president and secretary that such corpora- tion has thus removed, wlTwh certified cony and certifieafe attached shall be left for record, immediately on such removal, in the office of the county clerk of the county to which such corporation shall remove, and shall be recorded by such clerk at full length certificate to be published in a newsi)iiier in the county in which such corporation shall be located, or in an adjoining county; and in case of removal from one county to another, said duplicate shall be publishcl in two newspapers, one in the county frnm which, and the other in the county to which, such corporation shall remove. § 901. The general assembly may at any time, for just cause, rescind the powei-s of any joint-stock corporation created pursuant to "the provisions of this act, and prescribe such mode as may lie necessary or expedient for the settlement of its affairs. See Const., art. II, § 17. Dissclution. § 10:?5. [Whore legislature posses.ses power to roi)eaI charter, and exercises it, courts will not presinne that such power was improperly oi- uncouseonsly exercised. State v. Cuiran, 12 Ark. 3J1. I'ower of legislature to " alter, revoke or amend " char- ters considered, beep v. Uy. Co., 58 Ark. 4o7; s. c, 25 S. W. Hep. "o. It may restrict corpora- tion's right to contract. Id.] VII. DISSOLUTION. § 1035. If any corporation shall expire or cease to exist, either by its OAvn limitation, judicial judgment of forfeiture of charter, or liy legislative act, the common law in re- lation to corporations shall not be in force in relation thereto, but the goods and chattels, lands, tenements and hereditaments, and every right or profit issuing out of or appertaining thereto, moneys, credits and effects of such corporation, shall immedi- ately vest in the State in trust for the uses and purposes by said charter contemplated; and each, every and all right, upon the expiration or dissolution of said corporation, shall be and is in al)eyance until the action of the legislature shall be had thereon, un- less provision shall be made by law for the management of said corporation fund in contemplation of such dissolution. See § ii'.n and Act of 1S9.3, at p. IG. [Power of legislature to create and control cor- porations. State et al. v. Curran, 12 Ark. 321; s. c. reversed, 15 How. (U. S.) 304. Hissolution of a corporation for misuser and noiniscr can only he effected hy judicial trial a!id judgment. If a' l)i\nk makes n valid assignment of its assets and property to trustees, for bciie- tit of its creditors, it is a good cause of a for- feiture of charter. State v. Rank. 5 .\rk. ni\r,. The charter of a corporation can he avoided for nonnser or misuser only hy direct proceeiUngs against it. on behalf of "the State, for that i)ur- l)ose. ludividuiils cannot allege it in collateral suits until it he iudiciallv declared. Blackwell V. State. :\r, Ark. ITS. Hy the death of all its members a corporation is dissolved, and wlien from death or disfran- chisement too few remain under the constitution ' of the corporation to continue the succession, to ARIvAXSAS. 13 Costs; criminal law; execution — Stat., §§ 1036, 1725, 1735, 17S6-1788; 3003. all purposfs of action at loast, the corporation Itself is (lissolvetl; but as Ion}? as the survivors are sufficient in number to continue the succes- sion, the bo2. From the time of making such ser- vice, all mon<»vR and effects due and owing. payable or belonging to such corporation, shall be bound until the judgment is satis- tied; and no payment made thereafter to such corporation, or other disposition of other debts, moneys or effects so attached, shall be credited to the garnishee making the same, nor shall the stock owned by such per- son in such corporation be allowed as a set-off. § 3093. Proceedings against garnishees, un- der the provisions of this act shall be the same as against the garnishees summoned in the case of absent and absconding debtors; but no judgment shall be rendered against him for any debt to become due at a future day, until after the same shall become due. § 3094. For all moneys paid by any garnishee, under the provisions of this act, he shall have credit against the corporation to whom it is due. § 3095. If a sufficient sum be not made to satisfy such judgment and costs, other writs of attachment may be issued as aforesaid, from time to time, until the whole is satis- fied. § 3090. If any money remain in the hands of the officer, after satisfying the judgment and all costs, he shall pay the same to the corporation, or its order. CHAPTER LXIII. Fees. Sec. 322S. Of secretary of State. § .3228. The following fees shall be allowed for services performed by the secretary of State, and paid into the treasury in the same manner that all other fees are or shall be directed to be paid, viz.: For receiving each draft of articles or charter of a private incorporation, created for religious, literary, benevolent or scientific ptu'poses, and not for purposes of pecuniary profit, directly or indirectly, $2.."0. For filing each charter or draft of articles of a private corporation, created for any other purpose than that denoted in the pre- ceding paragraph, excepting also railway and telegraph companies, .$25. For each amendment or supplement thereto (and the expense of recording the same), $10. All the above specified fees shall be paid at the time the commission, certificate, in- strument, or copy, is delivered, or the charter or draft of articles of incorporation is filed or recorded. CHAPTER LXXXI. Injunction. Sec. 3738. Injunction to stop business of a corpo- ration, notice required. § 3738. An injunction to stop the general and ordinary business of a corporation, or the operation of a turnpike, railroad or ARKANSAS. 15 Receivers — Stat., §§ 497^-5056. canal cumpauy, or of a municipal corpora- tion, or of tlie trustees of a town, or any building, erection or other worlv, or to re- strain a nuisance, or the unlawful issue or circulation of small notes or bills, can only be gx'anted upon reasonable notice of the time and place of the application therefor to the party enjoined. CHAPTER CXIX. Pleadings and Practice. Sec. 4970. Sorvice of suninions on corporations. 4n.S2. On foreiiru corporations. 4080. Warning order, when to be made. 5002. Actions against corporations, where brought. 5005. Against foreign corporations. 5012. Action in name of State to vacate or repeal charters. .501.S. Service of process in such case. 505f>. Pleadings, how verified by corporation. 5209. Service of notice on corporations. Receivers. 5283. Powers and duties in cases of corpora- tions, etc. 5284. In cases now pending receiver may be substituted as a party. 5290. Who not to be receiver. § 4979. Where the defendant is a corpora- tion, created by the laws of this State, the service of the summons may be upon the president, mayor or chairman of the board of trustees, and, in case of the absence of the above officers, then it may be served upon the cashier, treasurer, secretary, clerk or agent of such corporation, and, in case of railroad corporations, upon any station agent, or upon any person v\-ho has control of any of the business of said corporation, either as clerk, agent or otherwise, who, as such agent or clerk, has to report to the cor- poration who employed them; and, in cases of railroad corporations, a service of a copy of the summons upon the clerk or agent of any station in the county Avhere the same shall be issued shall be deemed and con- sidered as a good and A-alid service. Service of summons on foreign corporation. § 4982. Service of notice on corporation. § 5209. Foreign corporation must have an agent for pro- cess. See Act of 1887, at p. 13. See § 972, note. [Provisions of a charter, regulating ninnner of serving process on tlie corporation, relates alone to the remedy, and Is repealed by a subseriuent general enactment prescribing manner of scrv'ce In such cases. U. R. ("o. v. Hecht. :.9 Ark. (T.l. Service of process iipon a corporation, return must show what. U. R. Co. v. Trout, 32 Ark. 17.] § 40S2. "Where the defendant is a foreign corporatifin, having an agent in this State, the service maj- be upon such agent. Suits by and against foreign corporation. Const., art. XII, § 11; Statutes, § 972; Act of 1887, at p. 15. 28 S. W. Rep. 420; T'nion, etc.. To. v. Craddock^ o9 Ark. -j'S.'j; s. c, 28 S. W. Rep. 424.] Constructive Service. § 4989. Where it appears by the affidavit of the plaintiff, filed in the clerk's office at or after the commencement of the action, that the defendant is: First. A foreign corporation, having no agent in this State; or. * * * § 5002. An action, other than those men- tioned in sections 4994, 4995, 5000,* against a corporation created by the laws of this State may be brought in the county in which it is situated or has its principal office or place of business, or in which its chief officer re- sides but, if such corporation is a bank, or insurance company, the action may be brought in the county in which there is a branch of the bank or agency of the com- pany, where it arises out of a transaction of such branch or agency. § .5005. An action, other than one of those mentioned in sections 4994, 4995, 5000,* against a nonresident of this State, or a foreign corporation, may be brought in any county in which there may be property of or debts owing to the defendant. See § 309. Actions In which attachments may be sued out may be prosecuted In any county In which property may be attached. Statutes, § 316. § 5012. Any action required by law to be brought in the name of the State against any corporation, or to vacate or repeal any charter, may be brought in any county in the State before any court having juris- diction of such action. Quo warranto, proceedings in. §§ 6464 et seq. [Proceedings in quo warranto is the proper rem- edy to compel forfeiture of franehise. State v. Bank. 5 Ark. 595. Writ of quo warranto asa'n-t a mere officer or servant not sufficient. Smith v. State, 21 Ark. 294.] § 5013. Service of process in any such ac- tion may be made in any county in the State upon any defendant to such action in like manner as is now or may hereafter be pro- vided by law in other cases, and any such defendant shall be required to appear and defend such action in the county where the same may be commenced. S 5050. The verification of any pleading of a corporation may l)e by any officer or agent on whom the summons in an action against the corporation may be served, or by its attorney in the action. Verification b.v corporation of demands againsi estates. §§ 104, 105. [As to service of process on foreign corporation. *ActioPS regarding real property and to re- see B. & L. Assn. V. Hallum, 59 Ark. 583; s. c, cover penalties and forfeitures. 16 AllKAXSAS. liiTiivois; railroads; taxation — Stat., §§ 5209, 528^-5284. 521)0, 55S5-55SG. I § 52. A notice to a ("orporatiou may be served in tlie saiuo inaiuK'r as a suimuous in an action atxainst it. See § 4".I7'J. Receivers. § 52,s;'.. Wlionovor, in any case, a roceivor ,vhall bo appoiuted for a corporation or the trustees tlicrcof, or any copartnership or joint-stoclc company, and the order or decree 111" tlie conrt, jndjie or chanceUor shall be tliat till' lands, tenements, goods, chattels, funds, assets. nn)neys, credits, choses in action. ri.L'lits and interests of every kind, name and nature, eitlier in law or equity, or any part tliereof, belonjrinjx to the same, shall be placed in the hands of sucli receiver, he sliall from thenceforward, until further order or decree of the court, judjre or cliancellor, have full possession, custody and control thereof, and shall be vested with the title, so far as it shall be necessary to collect debts, prese^-ve the assets and property for the beneht of creditors and all persons in- terested, and may and shall bring and prosecute and defend all suits in his own name that may be necessary for that pur- l>ose. § 5284. Tn all suits that may be pending in any court, prosecuted by or brought against such corporation, or trustees, or copartner- ship, or joint-stock company, or in which either may be interested, such receiver may be substituted as a party, on his own ap- plication, without process or revivor, and pnsecute or ih'fend tlie same with like effect as tlie original parties might or could do, and suits may progress against him by sub- stitution in tlie same manner. § 5200. No partj' or attorney, or person in- terested in an action, shall be appoiuted n ceiver therein. CHAPTER CXXV. Railroads. Sof. 0510. Corporations may fix par value shares, how. of § .">10. It shall be lawful for any railroad or other inc(jrporated company, organized under the laws of this State, to fix the par value of the shares of its capital stock at one hundred dolhirs per share. I'rovided, That stuck now in existence of less amount than one hundred dollars shall continue to have pro rata reiiresentation. And. pi-ovided, fur- ther, That the number of shares of stock required to be owned by directors, as one of the (lualilications for tliat othce, sliall be re- duced in the same iiroportion as the par value of the shares is increased. And, pro- vided, further, Tliat this act shall not be so canies, or otherwise, of persons residing therein; the projierty of corporations now existing or hereafter created, and proj^erty of .'ill banks or bnuking cmnpanies uoav ex- isting or hereafter created, and of all bankers and brokers, shall be subject to ARKANSAS. 17 Quo warranto — Stat., §§ 5G13-G4(:;4. taxation; and such property, monoys, ci'edlts, iiivi'stiiu'iits in boud.s, stocks, joint-stoclc companies or otherwise, or the value thereof, shall be entered on the list of taxa))le prop- erty for that purpose. §'ri(>18. The property of * * * corpora- tions whose assets are in the hands of re- ceivers, (shall be listed) by the receiver; of every company, firm, body politic or cor- porate, by the president or principal ac- counting officer, partner or agent thereof. S 5(54."). (las, telephone, bridge, street rail- road, savings banks, mutual loan, building, transportation, constriiction, and all other companies, corporations or associations, in- corimrated under the laws of tins State, or under the laws of any other State, and doing business in this State, other than insurance companies (see § 3832), and the companies and cori)orations whose taxation is in this act specifically provided for, in addition to the other property required by tliis act to be listed, sh.'ill, through tlieir president, secre- tary, ])rincii)al accounting ottic(>r or agent, annually, during the month of Marcli. make out and deliver to the assessor of the county Avh.ere said company or corporation is lo- cated or doing business a sworn statement of the capital stock, setting forth particu- larly: First. The name and the location of the comi)any or association. Second. The amount of capital stock au- thorized, and the number of shares into wliicli such cai>ital stock is divided. Third. The amount of capital stock paid up. its market value, and, if no market value, then the actual value of the shares of stock. Foiu'th. The total amount of all indebted- ness, except indebtedness for current ex- ]ienses. excluding from such indebtedness the aniouTit paid for the purchase or im- provement of the property. Fifth. True valuation of all the tangible property belonging to such company or cor- poration; such schedule shall ho made in conformity to such instructions and forms as may be prescribed by the auditor of pul»- lic accounts. «('(< Const., nrt. XVI, § 7. r>fo(1p of nsspssliit; ooriior.itions .for taxos other tlmn rnihvnv. Rv. v. "Williams, 53 Ark. 6.S; s. c, i:'. S. W. Rep. T'JG.] § fiiUG. The assessor shall, annually, at least ten days before the twenty-oitihth day of February, deliver to the president, sec- retary, accounting officer or agent of any such comi)any, corporation or association located in or doing business in such county a notice in writing to return such schedule by the thirty-first day of March next ensuing. Any president, secretary, principal account- ing officer or agent of any such companies or corporations, u]ion whom such notice shall have been served, willfully neulecting or re- fusing to make such return by the thirty- first day of March next ensuing, after de- livery of said notice, shall be guilty of a misdemeanor, and, upon conviction, shall be fined in any sum not exceeding one hundred dollars, or inprisoned not exceeding three months, or both, and the asses.sor shall, from the best information he can obtain, make out and enter upon tlie proper assessment-roll a list, Avith the valuation, of all tangible and intangible property belonging to such de- faulting company or corporation subject to taxation by the provisions of this act, with fifty per cent, penalty. CHAPTER CXXXIX. Statutes. Sec. G339. Cornoraliou, company or person Includes what. 6344. Certain words defined. 03.")4. Defintion of foreiyu corporation. 6364. Rule iu amending Co'Je. § 0331). The words " corporation, company or i)erson," when they occur together in any statute defining ;ind punishing crimes, sliail be construed to include * * * public and i)rivate bodies, politic and corporate, * * * Rules of Construction of the Code. § G344. * * * The word person includes a cori)oration as Avell as a natural person :;: * * § 0354. A " foreign corporation " is one created by the laws of some other State or country. See Const., art. XII, § 11. § G3G4. No act shall have the effect to amend or repeal, or be construed as amend- ing or repealing, any title, chapter, article, section, clause or provision of the Code un- less such intention be expressly stated, and the title, chapter, article or section shall be particularly referred to and recited in the •,\vt amending or repealing the same. CHAPTER CLI. Usurpation of Office, etc. Sec. 0404. In wliat case action at law may be broui;lit in lien of quo warranto. 040.5. Pow Ijroniiht to vaeate charter. 0406. In rase of usurpation of ofQce, how l)roiijrlit. 64G7. rrospcntnis attorney to institute ac- tion, wli(>n. 0408. Attorney-general, when. ("470. .Tudgment. 0472. IMeading.s, when to be verified. § G4(>4. In lieu of the writs of scire facias and quo warranto, or of an information in the nature of a quo Avarranto, actions by ]n"oceedings at hiAv may be brought to vacate or rejieal charters, and prcA-ent the usurpa- tion of an office or franchise. See § .'012. 18 ARKANSAS. Foi-fign corporations — Acts of 1887. § 6465. The action to repeal or vacate a charter sliall be in the name of the State, and brou.ulit and prusecuied by tlie attorney- general, or, nnder his sanction and direction, by an attorney of the State. § (j-im. AMienever a person usurps an office or franchise to wliich he is not entitled by law, an action by proccedinv^s at law may be instituted a.u'ainst him, citlier by the State or the party entitled to the othce or franchise, to prevent the usurper from exercising the office or francliise. § 6467. It shall be the duty of the several prosecuting attorneys to institute the actions mentioned in this chapter against all persons who have or shall usurp county offices or franchises, where there is no other person entitled thereto, or the person entitled fails to institute tlie same for three mouths after the usurpation. § 6468. For the usurpation of other than couuty offices or franchises, the action by the State shall be instituted and prosecuted by the attorney-general. '§ 647(». Where a person is adjudged to have usurped an office or franchise, he shall be deprived thereof by the judgment of tlie court, and the person adjudged entitled thereto reinstated therein; but no one sliall bo adjudged entitled thereto unless tlie action is instituted by him. And the court shall have power to enforce its judgment by causing the books and pa- pers, and all otlier things pertaining to I lie office or franchise, to be surrendered by the usurper, and by preventing him from fiirther exercising or using the same, and naay enforce its orders by fine and imprison- ment until obeyed. § 6472. The pleadings in the actions named in this chapter are not required to be veri- lied by affidavit, unless prosecuted by a private individual. LEGISLATIVE ACTS RELATING TO CORPORATIONS, ENACTED SUBSEQUENTLY TO 1884. 1. To prescribe condition upon which foreign cor- porations may do business in this State. 2. To rejrulate tlie levy and seizure of sale of shares of stock in corporat'ons under writs of execution or attachment. 3. To provide for dissolution of corporations. 4. To prevent preference among creditors of in- solvent corporations. 5. To authorize corporations to reduce their capital stock. 6. To prevent combinations of trusts and corpo- rations. Act 1. AN ACT to prescribe the condition tipon which foreign corporations may do busi- ness in this State. Sec. 1. Foreign corporation to file certificate with secretary of State, naming agent upon whom sumiiHins ma.v be served. 2. Contracts void upon failure to comply. 3. Corporations hen-tofore engaged in busi- ness to have ninety days to file certifi- cate. 4. Acts In foice from passage. Be it enacted by tlie general a'-sembly of the State of Arkansas: Section 1. Before any foreign corporation sliall Itegin to carry on Inisiness in this State it shall, by its certiticate under the hand of tlie i>resideiit and seal of such eom- liany. filed in the othee of tlie secretary of State, d(sigii;ile :iii agent, wlio shall be a citizen of this State, upon whom service, snimiioiis and otlier iircc«'ss ma.v be ma ceiiiply with the provisions of the foregoing sectiuii, all its contracts witli citi- zens of this State shall be void as to the corporation, and no court of this State shall enforce the same in favor of the corporation, § 8. Any foreign corporation that has here- tofore enga.ged in business, or made con- tracts in this State, may Avithin ninety days from the passage of this act, file such cer- tificate with the secretary of State, and thereon all their contracts made before tliis act goes into effect, are hereby declared valid as if said certiticate had been tiled before they began Ijusiness in this State. § 7. This act shall take elTect and be in force from and after its passage. (Approved April 4, 1887.) See Const., art. XII, § 11, and note; Statutes, §§ 4982, 9G8, 6354. [Above act does not affect prior contracts of foreign corporations. Kaihva}' v. Fire Assn.. Ti'i Ark. 1G3; s. c. IS S. AV. Rep. 4:5. Does it api>ly to foreign insurance conipaniesV Id. A trust deed made in Louisiana, providing tli:it it should be constnuMl b.v tlie laws of Arkansas, was not a doing of busin(>ss in Arkansas willi'n the statute iniiiosing conditions on foreign cor- porations, H. & A. Mortg. Co. V, Winchell, 34 S. W. Hep. S'll. That a foreign corporation has not complied witli the statutory requirements does not rendei- a contract of the corporation with a nonresident void. Hoylngton v. Van Etten, 35 S. W. Uep. 622 ] Act 2. AX ACT to regulate the levy and seizure and sjile of sliares or stock in corporations under writs of execution or attachment. Sec, 1. Provides how levy or attachment shall be served. 2. Shares to be sold as other personal pron- erty and officer to execute certificate of purchase. AEKAXSAS. 19 Levy and sale of stock; dissolution — Acts of 1891, 1893. Sec. 3. OflBcers of corporation to transfer stock purchased. 4. Conflicting laws repealed. Be it enacted l)y tlae general assembly of the State of Arkansas: Section 1. Whenever an officer, having an execution or writ of attachment in his hands, shall levy on shares or stock in corporations, he shall make such levy or seizure by leaving a true copy of such writ with the president, secretary or cashier, or other officer, with the certificate of the officer making such levy, that he levies upon and takes such rights or shares to satisfy such execution. § 2. That shares or stock thus levied upon or seized, shall be sold by the officer in the same manner, as other personal property is sold under the writ by virtue of which the levy is made, and the officer, making the sale, shall execute and deliver to the pur- chaser thereof a certificate, which said cer- tificate may be in the following form: I (name of the officer and his office) hereby certify, that I have this day of sold to (name of purchaser) shares of the capital stock of the (name of the coiiDora- tion) in conformity with the laws of the State, which said shares were by me seized on the day of , under and by virtue of a certain writ of (describe the writ) is- sued and delivered to me out of the court, on the day of in favor of (name of plaintiff) against (name of defend- ant), for the sum and price of $ , which was the highest and best bid therefor. Witness my hand this day of § 3. That upon presentation of such cer- tificate to the president, secretary or cashier or other principal officer of said coi'poration, who has charge of the stock-books of the corporation, it shall be the duty of fuch officer, to issue to the holder of said cer- tificate, a certificate of stock for the number of shares thus levied on and sold, and trans- fer it on the stock-books of the corporation, in the same manner as if transferred by the owner in person, and he shall also issue to such holder of the certificate of purchase, a certificate, of transfer, under the seal of the corporation, Avhich may be recorded in the office of the county clerk of the county, as now provided for by section 971 of ]\Iansfield's Digest, and when so trans- ferred, the stock of the i)erson whose in- terest has been sold by the officer under the writ of execution or attachment, shall be deemed cancelled and wholly void. § 4. That all laws in conflict herewith, be and the same are hereby repealed. (Approved February 28, 1S91.) See §§ 3003 et seq. Act 3. AN ACT to provide for the dissolution of corporations. Sec. 1. Manner of dissolution of corporntions. 2. Publication to be made. Sec. 3. Stockholders may intervene. 4. Corporations may surrender charter. 5. Chancery courts to wind up same. 6. Repeal all laws in conflict and this act takes effect from passage. Be it enacted by the general assembly of Arkansas: Section 1. That hereafter courts having equitable jurisdiction may make decrees upon the ai)plicatiou of the stockholders or creditors of any corporation, to dissolve and wind up such corporation and to pay its debts and distribute its assets among the holders of the shares of stock thereof, in all cases where it shall be made to appear that such corporation is insolvent and therefore unable to continue its business, and in all cases where it shall be made to appear that the corporation has ceased to transact busi- ness. § 2. In addition to the service of summons in such cases, as required in other suits, the l^laintilf therein shall cause notice to be given by at least two insertions in some newspaper published in the county in which such corporation had its chief place of busi- ness, at least thirty days before any decree is taken therein. § 3. All stockholders shall have the right to intervene in such suits and in favor or in opposition to the proposed dissolution. § 4. Any corporation may surrender its charter by resolution adopted by the ma- jority in value of the holders of the stock thereof and a certified copy of such resolu- tion filed in the office of the secretary of State, and a copy thereof filed in the office of the county clerk of the county in which such corporation is organized, shall have effe'ct to extinguish such corporation. § 5. When any corporation has surrendered its charter the chancery court shall have jurisdiction to pay its debts and to distribute its assets among the stockholders according to their several interests. § 6. All laws in conflict with this act are hereby repealed, and this act shall take effect and be in force from and after its passage. (Approved April 12, 1803.) See Statutes, § 1035. Act 4. AN ACT to prevent preference among the creditors of insolvent corporations. Sec. 1. Xo preference to be allowed creditors of in- solvent corporations, except for wages and salaries. 2. Creditors or stockholders may institute proceedings to wiml up conioratioiis. 3. Treferences to be sot aside by the chan- cery court. 4. Chancery court to give notice. Be it enacted by the general assembly of the State of Arkansas: Section 1. That no preferences shall be alloAved among the creditors of insolvent 20 AEJvAjSSAS. Capital stock; trusts — Acts of 1893, 1895. corporations except for wapes aud salaries of laborers aud employes. § 2. Any creditor or stockholder of any insolvent corporation may institute proceed- ings in the cliancery court for the Aviudinj? up of the affairs of such corporations and upon such application the court sliall take charge of all the assets of such corporation and distribute them equally among the creditors after paying the wages and salaries due laborers and employes. § 3. Every preference obtained or sought to be (il)taiiie(l by any creditor of such cor- poration wliotlier by attachments, confession of judgment or otherwise, and every pref- erence .sought to be given by such coii^ora- tion to any of its creditors, in contemplation of insolvency shall be set aside by the chan- cery court, and such creditor shall be re- quired to relinquisli his preference and accept his pro rata shai'e in the distribution of the assets of such corporation; Provided, That no such preference shall be set aside unless complaint thereof be made within ninety (90) days after the same is given or souglit to be obtained. § 4. When any chancery court shall obtain jurisdiction of any such insolvent corpora- tion under the provisions of this act, it shall direct notice to be given to all the creditors of such corporations to present their claims within ninety (90) days thereafter for the purpose of sharing in the assets of such cor- poration. (Approved April 14, 1893.) [This act does not apply to an attachment levied before it tooli effect. Daris v. Clatiiu Co., 38 S. W. Rep. 6()2, 1117.] Act 5. AN ACT to authorize corporations to reduce tlieir capital stock. Sec. 1. Authorizes reduction of capital stock. How made. Proviso. 2. Act takes effect and in force from Its pas- sage. Be it enacted by the general assembly of the State of Arkansas: Section 1. That any corporation organized under the laws of tliis State may reduce its capital stock, either by releasing unpaid subscrii)tions for stock, or by refunding to shareholders a portion of the amount paid in by them. Such reduction shall be made by a resolution adopted at the regular meet- ing of the stockholders, or by a special meet- ing called for that purpose, aud a copy of said resolution shall be tiled as an amend- ment to the charter, in the otfices of the secretary of State and of tlie county clerk in the county in which such corporation transacts business, and such copy shall also be published in some newspaper having a circulation in the county. Provided, That no such reduction shall affect or in any way impair the rights of any person Avho is a creditor of such corporation at the time the reduction is made. § 2. This act shall take effect and be In force from and after its passage. (Approved February 12, 1895.) See § 901, supra. Act 6. AX ACT to prevent combinations of trusts and coi^porations in the State of Arkansas Sec. 1. rrohil)its the formation of combinations, trusts, etc. 2. Corporations violating provisions of this act forfeit charters. .3. Punishment fixed for violation of this act. 4. Live stock and agricultural products not subject to this act. 5. Persons damaged by trusts to sue same. 6. Circuit judges to instruct juries as to the provisions of this act. 7. Repeals all laws In conflict herewith. Be it enacted by the general assembly of the State of Arkansas: Section 1. That from and after the passage of this act, all arrangements, contracts, agreements, trusts, or combinations, between persons or coiporations, made with a view to lessen or which tend to lessen full and free competition in the importation or the sale of articles imported into this State, or in the manufacture or sale of articles of domes- tic groAvth. or of domestic raw material, and all arrangements, contracts, agreements, trusts or combinations, between persons or corporations designed, or which tend to ad- vance, reduce or control the price, or the cost to the producer, or to the consumer of any such product or article, are hereby declared to be against public policy, unlawful aud void. § 2. Be it further enacted, That any cor- poration chartered under the laws of this State, which shall violate the provis- ions of tliis act, shall thereby forfeit its char- ter and franchise, and its corporate existence shall thereupon cease and determine. Every foreign corporation which shall violate the provisions of this act, is hereby denied the right to do so, and is prohibited from doing busness in this State. It is hereby made the duty of the attorney-general of this State to enforce this provision by due process of law. § 3. Be it further enacted, Tliat any vio- lation of this act shall be deemed, and is hereby declared, destructive of full aud free competition, and a conspiracy against trade, and any person or persons who may engage in any such conspiracy, or who shall as prin- cipal, manager, director, or agent, or in any other capacity, knowingly carry out any of the stipulations, purposes, prices, rates, or AEKAJN'SAS. 21 Trusts — Acts of 1897. orders, made in furtherance of any such con- spiracy, shall on conviction, be punished by any fine of not less than five hundred dol- lars, nor more than two thousand dollars, and by imprisonment in the penitentiary not less than one, nor more than ten years, or in the judgrment of the court, by either such fine or imprisonment. § 4. Be it further enacted. That the pro- visions of this act shall not apply to agricul- tural products, or live stock, while in the possession of the producer or raiser. § 5. Be it further enacted. That any person or persons, or coriX)ration, that may be in- jured or damaged by any such arrangements, contracts, agreements, trusts, or combina- tions, described in section one of this act may sue for and recover in any court of compe- tent jurisdiction in this State, of any person or persons, or corix>rations, operating such trusts, or combinations, the full considei'a- tion or sum paid him or them for any goods, wares, merchandise or articles of sale of which is controlled by such combination or trust. § 6. Be it further enacted, That it shall be the duty of the judges of the circuit courts of this State to specially instruct the juries as to the provisions of this act § 7. Be it further enacted. That all laws and parts of laws in conflict with the provis- ions of this act be, and the same are hereby, repealed. (Approved March 16, 1897.) INDEX TO ARKANSAS. ACCOUNTS: Page. books, open to stockholders 10 statement of, to be exhibited annually 10 ACTIONS: to enforce payment of subscriptions 9 corporation may maintain and defend 9 costs, security by foreign corporation . . .■ 13 service of summons on corporation 15 against corporations, when brought 15 to repeal or vacate charter, when brought 15 service of process 15 pleadings, verification by corporation 35 receivers, appointment of 16 to repeal or vacate charters, how brought 17, 18 to prevent usurpation of franchises 17, 18 judgment of ouster 18 AMENDMENT: of articles of association 10 part to be published 10 fees for filing 14 ARTICLES OF ASSOCIATION: corporation formed by 7, 8 name to be assumed by 8 capital stock fixed by 8 purposes to be stated 8 to be filed ^ what to state 8 amendment, how made 10 part to be published 10 fees for filing 14 return of original by county clerk 11 fees for filing 1-4 ATTACHMENT: against foreign corporation 7 order of, against stock < ''' certificate of number of shares owned by debtor 7 writ of, upon return of fieri facias against corporation 14 how executed 1'^ garnishee may be summoned 14 sale of stock under 18, 19 BILLS AND NOTES: not to circulate as money 6 BONDS: increased, not to be, without consent of stockholders 6 investment of, term defined 16 BOOKS: of accounts, to be kept -^'-^ open to stockholders • 24 IXDEX TO AKKAXSAS. BUSINESS: ^age- for whith corporations may be formed 7, 8 BY-LAWS: to provide for election of directors ^ to prescribe officers ° corporation may adopt ^ CAPITAL STOCK: increase, not without consent of stockholders 6 fixed by articles of association ^ divided into shares ^ increase by stockholders 8 certificate to be filed 10. H subscriptions to, directors may call in 9 withdrawal, liability of stockholders 11 deemed personal property for taxation 17 statement of, delivered to assessors 17 reduction of, how made 20 CERTIFICATE: of corporate purposes, to be filed. (See Articles of Association.) 8 copy of, as evidence 8 of financial conditions, to be filed annually 9 liability for failure to file 11 to be made under oath 11 upon removal of place of business 12 CHARTERS (See Articles of Association): under which organization has not taken place, invalid 5 revocable at pleasure of legislature 6 actions to repeal or vacate 17 surrender of, by stockholders 19 forfeiture for forming trusts 20, 21 CLAIM: against estate, by corporation 7 COMBINATIONS: to prevent competition are illegal 20 charter forfeited for joining 20 proceedings against 20. 21 COMPETITION: trusts to prevent, are illegal 20. 21 CONTRACTS: obligation not to be impaired 5 CORPORATIONS: created by general laws , 5 COSTS: security for, by foreign corporation 13 DEBTS, CORPORATE (See Liability; Stockholders, etc.): to state, not to be released 5 state not to assume g liability of officers for, for failure to file annual certificate 11 of stockholders, for withdrawal of capital 11 of directors for illegal dividends 11 of officers for failure to comply with law 11 DIRECTORS (See Officers): business to be managed by S to bo chosen annually y qualifications « failure to elect not to dissolve y officers chosen by y IXDEX TO ARKAXSAS. 25 DIRECTORS — (Continued): Page. vacancies, how filled 8 articles of association to be filed 8 majority a quorum 9 subscriptions to capital stock, calls for 9 dividends when corporation is insolvent 11 liability of, for violations of law 11 DISSOLUTION: disposition of property upon ^ 12 of insolvent corporation, application for 19 notice to be published 19 on surrender of charter 19 DIVIDENDS: not to be declared when corporation is insolvent 11 EXECUTION: on stock, certificate of shares owned by defendant 13 sale of stock, rights of purchaser 14 fieri facias first process against corporation 14 if returned unsatisfied, writ of attachment may issue 14 sale of stock, under writ of 18, 19 FEES: for filing articles of association and amendments 14 FIERI FACIAS: upon judgment against corporation 14 FOREIGN CORPORATIONS: may bo authorized to do business 6 to have place of business within state 6 subject to same liabilities as domestic 6 designation of agent for service of process 6 security for costs 13 service of summons on agent 15 what is 17 designation of agent for service of process 18 effect of failure to make 18 FORGERY: of corporate seal 13 FRANCHISE: usurpation of, action to prevent 17, 18 instituted by whom 18 judgment of ouster IS forfeiture for forming trusts, etc 20, 21 FRAUDULENT: issue of shares of stock 13 GARNISHEES: person having corporate property, when summoned 14 proceedings against 14 INCREASE: of capital stock, by stockholders 10 certificate to be filed l'^- H INJUNCTION: to restrain business of corporation, notice 1-^. 1*5 INSOLVENT CORPORATIONS: dissolution of 1^ preferences prohibited except to laborers I'J. 20 proceedings to wind up *-*^ Of) preferences to be set aside *" 26 IXDEX TO ATlKA:N^SxiS. INSTALLMENTS: ^""Se. subscriptions payalilo in ^ action to enforce payment ^"^ sale of stock for unpaid •• ^ INVESTMENT OF BONDS: term (lofinetl for taxation 16 INVESTMENT OF STOCKS: term defined for taxation IG LIABILITY: of otiieers, for failure to file certificate of affairs 11 of stockholders, for withdrawal of capital 11 of directors, for illegal dividends 11 LIEN: of stock, corporation 11 sale of stock to satisfy 11 notice of time and place of sale 11 new certificates to purchasers 12 MEETING OF STOCKHOLDERS: first, how called 8 majority, a quorum 9 stockholders to have vote for each share 9 MONEY: paper not to be issued as 6 OFFICERS: chosen by directors 8 by-laws to prescribe 8 corporation may elect 9 fraudulent statements, for taxation 13 PAR VALUE: of shares, corporation may fix 16 PERSON: term includes corporation 17 PLACE OF BUSINESS: change, how effected 12 certificate of removal to be filed 12 publication of certificate 12 PLEADINGS: verification by corporation 15 POWERS. CORPORATE: not conferred by special act 5 specified generally y decisions respecting q PREFERENCES: by insolvent corporations, prohibited 20 to be set aside 9q PRESIDENT: *" directors to choose u liability for failure to file certificate of affairs 11 for failure to comply with law . n PRICE: ^^ trusts to regulate, are illegal "0 ''1 PROPERTY (See Real Property; Personal Property)! " ' " not to bo taken without compensation 5 g compensation, how ascertained ' q corporation may hold and convey [ 10 I^^DEX TO ARKANSAS. 27 prRrOSEH, CORPORATE: Page. articlos of association to state y coitifuato of, to be filed 8 REAL PROPERTY: corporation may acqnire and convey 10 RECEIVERS: possession of property by 16 substitnted as a party 16 persons interested not to be appointed 16 property listed by 17 REDUCTION: of capital stock, bow made 20 REMOVAL: of place of business, proceedings 12 RIGHT OF WAY: not to be taken without compensation 6 compensation, how ascertained 6 SALE OF STOCK: to satisfy debts due to corporation 11 notice of time and place 11 new certificates to purchasers ; 12 under writs of execution in attachment 18, 19 certificaco of purchase 19 transfer of stock sold 19 SEAL, COMMON: corporation may have 9 forgery of, what constitutes 13 SECRETARY: directors to choose 8 to reside and have place of business in state 8 liability for failure to file certificate of affairs 11 for failure to comply with law 11 SERVICE: of summons on corporation 15 on agent of foreign corporation 15 of notice on corporation Kj SERVICE OF PROCESS: designation of agent by foreign corporation 6 STOCK: not to be issued except for money, etc 6 shares, how attached 7 par value of 8 sale of, for unpaid installments 9 transfer, certificate to be filed 9 on books of corporation 10 deemed personal property 10 lien on, for debts due corporation 10 sale of, to satisfy 11 notice of time and place of sale 11 rights of purchaser 12 sale of right of redemption if pledged 12 fraudulent issue of 13 failure to list, for taxation, penalty 13 execution on, how levied 13, 14 sale under, rights of purchaser 14 par value, corporation may fix 10 investment of. term defined 16 subject to taxation, when 16 28 INDEX TO APvKAXSAS. ST(.)CK — (Continued): Page. sale of, under execution on attachment 18, 19 certificate of purchase to be executed 19 transfer of stock to be made 19 capital, increase not without consent of stockholders 6 fixed by articles of association 8 divided into shares ^ increase by stockholders ^ certificate to be filed 10' H subscriptions to, directors may call in ^ withdrawal, liability of stockholders H personal property includea 1^ reduction of, how made 20 STOCKHOLDERS: county, city or town not to become 5 state not to become 6 vote for each share 9 unpaid subscriptions, collection of 9 books of accounts open, etc 10 statement of accounts to be exhibited annually 10 liability of, for withdrawal of capital 11 lien of corporation on stock of 11 sale of stock to satisfy 11 SUBSCRIPTIONS: installment*^, how paid 9 action to recover amount of 9 sale of stock for unpaid 9 SUE AND BE SUED: corporation may 9 SUMMONS: service of, on corporations 15 on agent of foreign corporation 15 TAXATION: power, not to be surrendered 6 failing to list stock, penalty 13 false statements by officers, etc 13 " investment of bonds," term defined 16 " investment of stocks," term defined 16 personal property includes capital, etc 18 property subject to 3, 17 property listed by receiver 17 statement of capital, etc., to be rendered to assessors 17 notice to return schedule . . 17 TRANSFER: of stock, certificate to be filed 9 to 1)0 entered on books 10 TREASURER: directors to choose S to reside and have place of business in state 8 TRUSTS: to prevent competition are illegal 20 charter forfeited for joining 20 proceedings against 20, 21 USURPATION: of office or franchise, action to prevent 17, 18 instituted by whom 18 judgment of ouster 18 VERIFICATION: of pleadings by corporation 15 CALIFORNIA. TABLE OF CONTENTS. CONSTITUTIONAL PROVISIONS. Page. Art. I. Declaration of rights 5 IV. Legislative department 6 XII. Corporations " XIII. Taxation 11 XVII. Land exemption 11 XIX. Chinese 11 CODES OF CALIFORNIA. I. Political 12 II. CiTil 13 III. Civil Procedure 36 IV. Penal 39 Political Code. Part III. Government of the State, TITLE I. PL'BLIC OFFICERS. Ch. 3. Governor 12 5. Secretary of State 12 TITLE IX. REVENUE. Ch. 1. Property liable to taxation 12 2. Definitions .• 12 8. Assessment of property 13 Civil Code. Division First. Part IV. Corporations. TITLE I. GENERAL PROVISIONS. Ch. 1. Formation of corporations 13 2. Corporate stock 22 3. Corporate powers 28 4. Extension and dissolution 7 34 AX ACT RELATING TO FOREIGN CORPORATIONS. Division Second. Part IV. Acquisition of Property. TITLE IV. TRANSFER. Ch. 4. Acknowledgment of instruments 35 TITLE VI. AVILLS. Ch. 1. Execution of 36 Code of Civil Procedure. Preliminary Provisions. Part II. Civil Actions. TITLE V. MANNER OF COM3IENCING. TITLE VI. PLEADINGS. Ch. 6. Verification 37 TITLE VII. PROVISIONAL RE3IEDIES. Ch. 4. Attachment 37 5. Receivers 37 TITLE X. ACTIONS IN PARTICLLAR CASES. Ch. 5. Actions for usurpation of franchises 3S Part III. Special Proceedings. TITLE VI. VOLUNTARY DISSOLUTION OF CORPORATIONS. Penal Code. Preliminary Provisions. Part I. Crimes and Punishment. TITLE XIII. CRIMES AGAINST PROPERTY. Ch. 13. Frauds in management of corporations 39 SPECIAL SECTION RELATING TO EMPLOYMENT OP MINORS. Part II. Criminal Procedure. TITLE XX. MISCELLANEOUS PROCEEDINGS. Ch. 9. Proceedings against corporations 41 LEGISLATIVE ACTS RELATING TO PAYMENT OF WAGES. CALIFORNIA. CONSTITUTION OF CALIFORNIA. PROVISIONS RELATING TO CORPORATIONS. ARTICLE I. Declaration of Rights. Sec. 14. Private proporty not to be taken with- out just compensation. IG. ObliRation of contracts not to be im- paired. 21. Special privileges not to be granted which may not be altered, revoked or repealed. ARTICLE IV. Legislative Department. Sec. 25. Local or special laws prohibited In cer- tain cases. 26. Legislature shall pass laws regulating purchase and sale of shares of stock. 31. Credit of the State, or any political sub- division thereof, not to be given in aid of any corporation. 33. Regulation of compensation for services performed and commodities furnished by certain corporations. ARTICLE XII. Corporations. Sec. 1. How corporations are formed, 2. Dues from corporations. 3. Liability of stockholders. 4. Corporations, what is included in the term. 5. No flinrters for banking purposes. Law- ful money. 6. Charters and grants existing bef>i'e this Constitution if not in bona flde organi- zation have no validity. 7. Extension of franchise or charter. 8. Right of eminent domain. 9. Not to engage in other business. 10. Leasing or alienation of franchise. 11. Increase of stock or bonds. 12. Vote of stockholders and election of di- rectors. 13. Loan of State credit. 14. Books of corporation open for inspection, l.i. Corporations organized out of this State. 16. I'lace where corporation may be sued. 17. Common carriers. Rights of railroads to cross each other. 18. Restrictions in regard to ofHcers and employes' interest in any railroad or canal " of those who are not stock- holders. 10. Free passes and penalty for accepting the same. 20. Contracts of common carriers with ves- sels, etc. In regard to lowering rates for passengers and freight. 21. No discrimination in charges. 22. Enumeration of railroad districts. 23. Same. 24. Legislature to pass laws for enforcement of provisions of this article. ARTICLE XIII. Taxation. Sec. 1. " Property " defined. 6. Powers of taxation not to be dered. 11. Income taxes. ARTICLE XVII. Land Exemption. Sec. 2. The holding of large tracts of unculti- vated lands should be discouraged. ARTICLE XIX. Chinese. Sec. 2. Employment of Chinese. ARTICLE I. Declaration of Rights. § 14. Private property shall not be taken or damaged for public use without just com- pensation having been first made to, or paid into court for, the owuer, and no right of way shall be appropriated to the use of any corporation other than municipal until full compensation therefor be first made in money or ascertained and paid into court for the owner, irrespective of any benefit from any improvement proposed by such corpora- tion, which compensation shall be ascer- tained by a jury, unless a jury be waived, as in other civil cases in a court of record, ;is shall be prescribed by law. Right of eminent domain not to be abridged. Art. XII, § 8. " Property " defined. Art. XIII,' § 1. Holdings of uncultivated lands to be dis- couraged. Art XVII, § 2. [Private property cannot be taken for public use until paid for. Water-Works v. Sharpstein, TiO Cal. 284. Which rule is thoroughlv imbedded in the Constitution. Laml) v. Schottlof, .54 Cal. 324. Special road law of 1S74 repealed by this sec- tion. Weber V. Supervisors. 59 Cal. 205. Owner of the property is entitled to .jury trial to ascer- tain damages. Id. Tliis section somewhat differ- ent from corresponding section of Constitution of 1849. Reardon v. San Francisco, GG Cal. 501; s. c, fi Pac. Rep. 317. No right of way over a street is allowed for the use of other than municipal corporation, save upon compensation ascertained califok:n^ia. Legislative department, Const, Art. i, §§ 16, 21; Art. iv, §§ 25, 2G, 31. by the jury. Cheney v. O'Brien, 69 Cal. 196; 8. c, 10 I'ac. Rep. 479. One private person can- not talie property from another, either for the use of the taker or for an alleged public use, without anv compensation paid or tendered. Lux v. Ilaggiu," 69 Cal. '2Go; s. c., 10 Pac. liep. 674. In every case, provisions of statute as to mode of conducting condemnation proceedings must be strictly pursued. Lux v. Haggin, 69 Cal. 301; s. c, 10 Pac. Rep. 674. Remote consequential damages occasioned to private property as an In- direct result of public works do not constitute a taking of such property, within meaning of the Constitution. Green v. State, 73 Cal. 29; s. c, 11 Pac. Rep. 602; 14 id. 610. Compensation to be awarded to one must be ascertained irrespective of anv benefit that would accrue to remainder of his land. Ry. Co. v. I'orter, 74 Cal. 261; s. c, 15 Pac. Rep. 774. Rules for determining value of condemned property. L. & T. Co. v. Neale, 78 Cal. 63; s. c, 20 Pac. Rep. 372. Right of eminent domain Is inherent in State and not conferred hy the Constitution, and may be delegated by legis- lature to any corporation or individual who shall comply with terms upon which the right is given. Moran v. Ross, 79 Cal. 159; s. c, 21 Pac. Rep. 547. So far as the section requires payment of compensation for " usurpation of any benoflt from any improvement proposed by such corporation," it is carefully limited to " corporations other than municipal." Moran t. Ros.s, 79 Cal. 551; s. c, 21 Pac. Rep. 9."i8; R. R. Co. v. Mayne, 83 Cal. 569; s. c, 23 Pac. Rep. 522. In an action to condemn right of way for a railroad corporation, incompetent to show that oranges would bring better prices by reason of railroad being there, and that value of corporation is dependent upon the market, and its accessibilitv thereto. Ry. Co. V. Haven. 94 Cal. 489; s. c. 29 "Pac. Rep. 87.5. Section cited. Moulton v. Parks, 64 Cal. 178; s. c, 30 Pac. Rep. 613. And held not to apply. Rv. Co. v. Wade, 91 Cal. 4.56; s. c, 27 Pac. Rep. 768. Manufacturing corporation having incidental power to maintain railroads and tramwavs for its business, cannot exercise right of eminent do- main. Peo. V. Mauf. Co., 107 Cal. 250; s. c, 40 Pac. Rep. 391.] § 16. No * * * law impairing the obli- gation of contracts, sliall ever be passed. See next section. Charters may be repealed C. C, § 384; Const., art. XII, § 1. § 21. No special privileges or immunities shall ever be granted which may not be altered, revoked, or repealed by the legisla- ture; nor shall any citizen, or class of citi- zens, be granted privileges or immunities which, upon the same terms, shall not be granted to all citizens. See preceding section. Power of taxation not to be surrendered. Art. XIII, § 6. ARTICLE IV. Legislative Department. § 2o. The legislature shall not pass local or special laws in any of the foUoAving enumerated cases: Sixteenth. Releasing or extinguishing, in whole or in part, the indebtedness, liability, or obligation of any corporation or person to this State, or to any municipal corporation therein. Nineteenth. Granting to any corporation, association, or individual any special or ex- clusive right, privilege or immunitv. Twenty-fifth. Chartering or licensing fer- ries, bridges, or roads. Credit of State or of municipalities not to be given. Art. IV, § 31. How corporations are formed. Art. XII, § 1. Loan of State credit. Art. XII, § 13. § 2G. * * * The legislature shall pass laws to regulate and prohibit the buying and selling of the shares of the capital stock of corporations in any stock board, stock ex- change, or stock market under the control of any association. AH" contracts for the sale of shares of the capital stoclc of any cor- poration or association, on margin, or to be delivered at a future day, shall be void, and any money paid on such contracts may be recovered by the party paying it by suit in any court of competent jurisdiction. [A contract between brokers, whereby one agrees to purchase and sell stock for account of the other, to advance money for the purpose, and pay assessment on stock purchased, is not ob- noxious to above section. Kutz v. Fleisher, 67 Cal. 93; s. c, 7 Pac. Rep. 195. Agreement between a stock broker and his customer, by whicli broker agreed to purchase stocks, charging customer with commissions and interest on money advanced, and holding stocks as security until their sale, <-ustomer merely receiving or paying dilVereuce between buying and selling of value of stocks, is a contract for sale of stock on margin, within the inhibition of above section, and is void. Cashman v. Root. 89 Cal. 373; s. c, 26 Pac. Rep. 883. Whether a transaction between a broker and bis customer for purchase of stocks of which an immediate delivery is not contemplated, is in con- travention of this section is a question of fact to be determined in each particular case. Kullman V. Simmens, 104 Cal. 595; s. c, 38 I'ac. Rep. 362. One who sues to recover money voluntarily paid for purchase of stocks on margin to be delivered at a future date, in contravention of above sec- tion, is not entitled to recover interest thereon. Baldwin v. Zadig, 104 Cal. 594; s. c, 38 Pac. Rep. 363, 722.] § 31. The legislature shall have no power to give or to lend, or to authorize the giving or lending, of the credit of the State, or of any county, city and county, city, township, or other political corporation or subdivision of the State now existing, or that may be hereafter established, in aid of or to any person, association, or corporation, whether municipal or otherwise, or to pledge the credit thereof, in any manner whatever, for the payment of the liabilities of any indi- vidual, association, municipal, or other cor- poration 'whatever; nor shall it have power to make any gift, or authorize the making of any gift, of any public money or thing of value to any individual, municipal, or other corporation whatever; * * * it shall not have power to authorize the State, or any political subdivision thereof, to subscribe for stock, or to become a stockholder in any corporation whatever. See art. IV, § 25; art. XII, § 13. [This provision nppli(>s to formation or creation of corporations, and (o powers directly conferred upon them by legislative enactment, and i^annot 1)0 construed as jirohibiling assignment of a fran- i CALIFORXIA. Corporations, Const., Art. xii, §§ 1-6. chise to a lofially or.cauized corporation by per- sons having legal right to exercise and transfer the same. Peo. v. Stanford, 77 Cal. 371; s. c, IS rac. Kep. So; 19 id. (i'Xi. To constitute a gift by legislature within the inhibition of this section, there must be a gratuitous transfer of State prop- erty, made voluntarily and without consideration. Yoseniite, etc., Co. v. Dunn, 83 Cal. 201; s. c, 23 I'ac. Rep. 3G9. Section construed. San Luis Water Co. v. Es- trads, 117 Cal. lUS; s. c, 48 Pac. Rep. 1075.] § 33. The leffislatufo shall pass laws for the regulation and limitation of the chavscs for services performed and commodities fur- nished by teloRTapli and gas corporations, and the charges by corporations or indi- viduals for storage and wharfage, in which there is a public use; and where laws shall provide for tlie selection of any person or officer to regulate and limit such rates, no such person or officer shall be selected by any corporation or individual interested in the business to be regulated, and no person shall be selected Avho is an officer or stock- holder in any such corporation. ARTICLE XII. Corporations. Section 1. Corporations may be formed un- der general laws, but shall not be created by special act. All laws now in force in this State concerning corporations, and all laws that may be hereafter passed pursuant to this section, maj' be altered from time to time or repealed. See art. IV, § 2.5; art. I, § 21. Charters may be repealed. C. C, § 384. General laws for forma- tion of corporations. C. C, §§ 285, 289-296. [A charter cannot be amended by a special law. but legislature has power to control charters of all corporations bv eencral laws. Thomason v. Ashwoith. 7.'? (';il.' 77; s. c. 14 Pac. Rep. (51.">. Ihis section forbids any .nttenipt by legislature to confer a benefit or impose a duty upon one or more corporations formed under generiil law. not conferred or imposed upon all corporations formeil under the same law. I*eo. v. R. R. Co., 83 Ciil. .SOI; s. c, 23 Pne. Rep. .30.-?. It has never been construed ns requiring that all private cor- pcjratious must lie formed under same gener;\l law, or limited to the exercise of the same pow- ers. In re Madeira Irrigation District, 92 C^il. 31(i; .«!. c. 28 Pac. Rep. 272, 07."). Section construed. Water- Works v. San Francisco, 01 Cal. 38.] § 2. Dues from corporations shall be se- cured by such individual liability of the cor- porators and other means as may be pre- scribed by law. [Section held not to aoply to case at bar. Ilar- mon y. Page, 62 Cal. 448.] § 3. Each stockholder of a corporation or jolnt-stoclv association sliall be individually and personally liable for such pro])ortion of all its debts and liabilities contracted or in- curred, during the time he Avas a stockholder, as the amount of stock or shares owned by him l>ears to the whole of the subscribed capital stock or shares of the corporation or association. The directors or trustees of cor- porations and joint-stock associations sliall be jointly and severally liable to the creditors and stockholders for all moneys embezzled or misappropriated bj' the officers of such corporation or joint-stock association during the term of office of such director or trustee. Sec C. C, §§ 322, 327. [The obligations of stockholders to pay their re- spective proportions of debts of corporation is di- rect and prinniry. Faymonville v. McCollough. 59 Cal. 285. Remedy given by this section is addi- tional to and does not supersede other remeclies existing when Constitution was adopted. Ililler V. Collins, 03 Cal. 23G. The complaint to enfojce liability must state proportion of stock owned by def(>udant, at time debt sued for was incurreC>. Banking corporation must keep certain records. C. C, § 321. § 0. All existing charters, grants, fran- chises, special or exclusive privileges, under which an actual and bona fide organization CALIFORNIA. Corporations, Const., Art. xii, §§ 7-14. shall not have taken place, and business been conuneneea in jrood faith, at the time of tlie adoption of tliis Constitution, shall thereafter have no validity. See C. C, S 287. § 7. The lo;rislature shall not extend any franchise or charter, nor remit the forfeiture of any franchise of charter, of any corpora- tion now existing:, or which shall hereafter exist under the laws of this State. See C. C, § 401. [Section applied. I'oo. . c, -7 I'ac. lU'p. 673.] V. Uy. Co., 91 Cal. 338; § 8. The exercise of the right of eminent domain shall never be so abridged or cou- ftrued as to prevent the legislature from talcing the property and franchises of incor- \»nrated companies, and subjecting them lo public use, the same as the property of in- dividuals; and the exercise of the police l>()wer of the State shall never be so al)ridged or construed as to permit corpora- tions to conduct their business in such man- ner as to infringe the rights of individuals or the general well-being of the State. Emiiieut domain. Art. I, § 14. § 9. No corporation shall engage in any business other than that expressly author- ized in its charter, or the law under which it may have been or may hereafter be organ- ized; nor shall it hold for a longer period than five years any real estate except such as may be necessary for carrying on its business. Powers of corporations. C. C, § 3.54. How much Teal estate may be acquired. C. C, § 360. § 10. The legislature shall not pass any laws permitting the leasing or alienation of any franchise, so as to relieve the francliise or property held thereunder from the liabili- ties of the lessor or grantor, lessee or prantee, contracted or incurred in the opera- tion, use, or enjoyment of such franchise, or any of its privileges. Franchise may bo sold under execution. C. I 388. C, [Section construed. Lee v. So. Pac. R. Co., IIG Cal. 97; s. c, 47 I'ac. Ucp. 931i.] § 11. No corporation shall issue stock or bonds, excei»t for money jiaid, labor done, or property actually received, and all fic- titious increase of stock or indebtedness pliall be void. The stock and bonded in- delitedness of corporations shall not be in- creased except in i»ursuance of general law, /lor without the consent of the per.sons hold- ing the larger amount in value of the stock. at a meeting called for that purpose, giving sixty days" public notice, as may be provided by law. See C. C, § 359. [First clause of this section is prohibitory. The last clause is not self-executing. Ewing v. Min- ing Co., 56 Cal. 649. Section 359 of the Civil Code conllicts with section and is annulled. Id. The increase of capital stock, and the issuing the additional shares, to be sold at a price less than par value of stock, to supply a fund actually re- iiuircd for use of corporation, is not " fictitious increase of capital," within meaning of this sec- tion. Stein V. Howard, 65 Cal. 616; s. c, 4 Pac. Itep. 062. Non-negotiable notes secured by mort- gages executed by a corporation do not constitute •' bonded indebtedness " within meaning of this section. Underhill v. Santa Barbara, etc., Co., 93 Cal. 300; s. c, 28 I'ac. Rep. 1049. Section con- strued. Thomason v. Ash worth, 73 Cal. 77; s. c, 14 I'uc. Rep. 615.] § 12. In all elections for directors or man- agers of corporations every stockholder shall have the right to vote, in person or by proxy, the number of shares of stock owned by him for as many persons as there are di- rectors or managers to be elected, or to cuunilate said shares and give one candidate as many votes as the number of directors multiplied by the' number of his shares of stock shall equal, or to distribute them, on the same principle, among as many can- didates as he shall think fit; and such di- rectors or managers shall not be elected in any other manner, except that members of co-operative societies formed for agricultural, mercantile, and manufacturing purposes, may vote on all questions affecting such societies in manner prescribed by law. See C. C, § 307. [A corporation has no power to adopt any other mode of election. Wright v. Water Co., 67 Cal. 5;{2; s. c, 8 I'ac. Rep. 70. A stockholder may maintain an action to set aside election of di- rectors, although at time of election no stock had stood in his name on books sufficiently long to entitle him to vote. Id.] § 13. The State shall not in any manner loan its credit, nor shall it subscribe to or be interested in the stock of any company, association, or corporation. See art. IV, § 31. § 14. Every corporation other than reli- gious, educational, or benevolent, organized or doing business in this Slate, shall have and maintain an office or place in this State for tlie transaction of its business, where transfers of stock shall be made, and in wliicli sliall be kejit, for inspection by every person having an interest therein, and legis- lative committees, books in which sliall be recorded the amount of capital stock sub- scribed, and by whom; the names of the owners of its stock, and the amounts owned by them respectively; the amount of stock paid in, and by Avhom; the transfers of CALIFOKXIA. Corporations, Const., Art. xii, §§ 15-20. stock; the amouut of its assets and liabilities, and tlie names and place of residence of its officers. Corporation may be sued at Its principal place of business. Art. IV, § 16. Such place must be stated in articles. C. C, § 290. But may be changed. C. C, § 321 (a). Records must be kept. C. C, §§ 377, 378; Pen. C, §§ 585, 5G9. Legisla- ture may examine. C. C, § 383. Transfer of shares. C. C, §§ 324, 325. Banking corporation to keep certain records. C. C, § 321. § 15. No corporation organized outside the limits of this Slate shall be allowed to transact business within this State on more favorable conditions than are prescribed by law to similar corporations organized under the laws of this State. Service of summons on foreign corporation. C. C. P., §§ 411, 412. Action for usurpation. Id., 5§ 803 et seq. § 16. A corporation or association may be sued in the county where the contract is made or is to be performed, or where the obligation or liability arises or the breach occurs; or in the count j" where the principal place of business of such corporation is situ- ated, subject to the power of the court to change the place of trial as in other cases. Principal place of business, what is. Art. XII, J 14, and note. Power to sue and be sued. C. C, § 354 (2), and note. Judgment against and sale of corporate property. C. C, §§ 388-393. Serrice of summons upon corporation. C. C. P., §§ 411, 412. Appointment of receiver. Id., §§ 5G4, 565, 568. Actions for usurpations. Id., §§ 803 et seq. Crim- inal procedure against corporation. Pen. C, §§ 1390-1397. [This section not in conflict with fourteenth amendment of United States Constitution. Lewis V. H. 11. Co., 66 Cal. 209; s. c, 5 i'ac. Itep. 79. In an action against a corporation to recover damages for breach of contract, defendant is en- titled to a change of venue to county in which Its principal place of business is situated, when county in which action was brought is not the one In which contract was made or to be jjerformed, or In which the obligation or liability arose or the breach occurred, or in which principal place of business of the corpor.ition is situated. Cohn v. R. R. Co., 71 Cal. 488; s. c, 12 Pac. Rep. 498. Action against domestic insurance cor^iora- tlou may bo brought and tried in county where contract of insurance was completed, and the corporation defendant is not entitled to a change of venue to county where it has its' principal place of business, If contract was not completed therein, although policy was there issued. Yore V. Bankers, etc., Assn., 88 Cal. 6(i0; s. c, 26 Pac. Rep. 514. Liability of corporatiim to grant re- demption of mortgage; place where arose. Baker V. Ins. Co., 73 Cal. 182; s. c, 14 Pac. Rep. 686. Action against railroad corporation for refusal to carry lumber. Action is presumptively brought in proper county, and to secure change of venue must be shown that breach did not occur in that county. Chase v. R. R. Co., 83 Cal. -168; s. c. 23 Pac. Rep. 532. This section is merelv permissive, and not mandatory. Bank v. Superior Ct., 83 Cal. 492; s. c, 24 Pac. Rep. 157. Under this section, association of persons organized for a particular purpose, although not formally a corporation, may be sued for negligence in county where its lia- bility arose. Kendrick v. Mining Co., 94 Cal. 137; s. c, 29 Pac. Rep. 324. Place of residence of a corporation is In county where principal place of business is situated, and that Is proper county for bringing actions, sub- ject to above constitutional provision. McSherry V. Mining Co., 97 Cal. 637; s. c, 32 Pac. Rep. 711. In an action against corporation brought out of the county where It has principal place of busi- ness, where no motion was made to change venue, a decision upon an application of defendant for a writ of prohibition to restrain further proceed- ings is res adjudlcata. White v. Bank, 98 Cal. 166; s. c, 32 Pac. Rep. 979. Place of residence of a corporation is In county where It has its principal place of business, but a corporation defendant cannot insist upon change of venue, where it has been sued in county where its liability arose. Trezevant v. Strong Co., 102 Cal. 47; s. c, 36 Pac. Rep. 395. Action against newspaper for libel; place of trial. Brady v. " The Tiuu's-Mirror Co.," 106 Cal. 56; s. c, 39 Pac. Rep. 2U9.] § 17. All railroad, canal, and other trans- portation companies are declared to be com- mon carriers, and subject to legislative con- trol. Any association or corporation, organ- ized for the purpose, under the laws of this State, shall have the right to connect at the State line with railroads of other States. Every railroad company shall have the right Avith its road to intersect, connect with, or cross any other railroad, and shall receive and transport each the other's passengers, tonnage, and cars, without delay or dis- crimination. See §§ 18-23, post. § 18. No president, director, officer, agent, or employe of any railroad or canal com- pany shall be interested, directly or indi- rectly, in the furnishing of material or sup- plies to such company, nor in the business of transportation as a common carrier of freight or passen,gers over the worlcs owned, leased, controlled, or worljed by such com- pany, except such interest in the business of transportation as lawfully flows from the ownersliip of stoclc therein. § 19. No railroad or other transportation company sliall grant free passes, or passes or tickets at a discount, to any person hold- ing any office of honor, trust, or profit in this State; and the acceptance of any such pass or ticket by a member of the legislatiu'e or any public officer, other than railroad com- missioner, shall worlc a forfeiture of his office. § 20. No railroad company or other com- mon carrier sliall combine or make any con- tract with the OAvners of any vessel that leaves port or makes port in this State, or with any common cail'ier, by which com- bination or contract the earnings of one doing the carrying are to be shared by tlie other not doing the carrying. And when- ever a railroad corporation shall, for the pur- pose of competing with anj' other common carrier, lower its rates for transportation of passengers or freight from one point to an- other, such reduced rates shall not be again 10 CALIFORNIA. Corporatious, Const., Art. xii, §§ 21-23. raised or IncrensiHl from such standanl with- out the eonsout of the governmental author- ity iu whieh !>hall be vested the power to regulate fares and freights. § 21. No discrimination in charges or facilities for transportation shall be made by any railroad or other transportation com- pany between places or persons, or iu the facilities for the transportation of the same classes of freight or passengers within this State, or comiug from or goiug to any other State. rersous and property transported over any railroad, or by any other trans- portation company or individual, shall be delivered at any station, landing, or port, at charges not exceeding the charges for the transportation of persons and property of the same class, in the same direction, to any more distant station, port, or lauding. ICxcursion and commutation ticlcets may be issued at special rates. [Section cited. Ex parte Moynler, 65 Cal. 35; s. c, 2 I'nc. Kep. 728. Held to have no applica- tion to ease at bar. Ex parte Casiuello, 62 Cal. r>o'.». This section prevents any lejiislative ilis- criniination in favnr of railroads situated witliin one county only. I'eo. v. R. R., 83 Cal. 394; s. c, 23 I'ac. Rep. 303. Tests of special legislation. Id.] § 22. The State shall be divided into three districts as nearly equal in population as practicable, in each of whicli one railroad commissioner shall be elected by the qualified electors thereof at the regular gubernatorial elections, whose salary shall be fixed by law, and whose term of ofiice shall be four years, commencing on the tirst Monday after the first day of January next succeeding their election. Said commissioners shall be quali- fied electors of tliis State and of the district from Avhich they are elected, and shall not be interested in any railroad corporation, or other transportation company, as stock- holder, creditor, agent, attorney, or employe; and the act of a majority of said commis- sioners shall be deemed the act of said com- mission. Said commissioners shall have the power, and it shall be their duty, to estab- lish rates of charges for the transi)ortation of passengers and freight by railroad or other transportation companies, and pul)lisli the same from time to time, with such changes as they may make; to examine the books, I'ecords, and papers of all railroad and other transportation companies, and for this purpose they shall have power to issue sub- p(pnas and all otlier necessary process; to liear and determine comjilaints against rail- road and other transportation coini)anies, to send for jiersons and papers, to administer oaths, take testimony, and imnish for con- tempt of their orders and processes, in the same manner and to the same extent as courts of record, and enforce tlieir decisions and correct aliuses throuirli the medium of llip courts. Said commissioners slmll pre- scribe a uniform system of accounts to be kept by all such corjtorations and companies. Any railroad corporation or transportation company which shall fail or refuse to con- form to such rates as shall be established by such commissioners, or shall charge rates in excess thereof, or shall fail to keep their accounts iu accordance witli the system pre- scribed by the commission, sliall be fined not exceeding twenty tliousaiul dollars for each offense, and every olticer, agent, or employe of any such corporation or company, who shall demand or receive rates iu excess thereof, or who shall in any manner violate the provisions of this section, shall be fined not exceeding five thousand dollars, or be imprisoned iu the county jail not exceeding one j-ear. In all controversies, civil or crim- inal, the rates of fares and freights estab- lished by said commission shall be deemed conclusively just and reasonable, and in any action against such corporation or company for damages stistained bj' charging excessive rates, the plaintiff, in addition to the actual damage, may, in the discretion of the judge or jury, recover exemplary damages. Said commission shall report to the governor, an- nually, tlieir proceedings, and such other facts as may be deemed important. Noth- ing in this section shall prevent individuals from maintaining actions against any of such companies. The legislature may, in addition to any penalties herein prescribed, enforce this article by forfeiture of charter or otlierwise, and maj' confer such further powers on the commissioners as shall be necessary to enable them to perform the duties enjoined on them in this and the fore- going section. The legislature shall have power, by a two-thirds vote of all the mem- bers elected to each house, to remove any one or more of said commissioners from office, for dereliction of duty, or corruption, or incompetency; and whenever, from any cause, a vacancy iu office shall occur in said commission, the governor shall fill the same by the appointment of a qualified person tliereto, who shall hold office for the residue of the unexpired term, and until his suc- cessor shall have been elected and qualified. § 23. Until the legislature shall district the State, the following shall be the railroad districts: The first district shall be com- posed of the counties of Alpine, Amador, Butte, Calaveras, Colusa, Del Norte, El Dorado, Humboldt, Lake Lassen, Mendocino, Modoc, Napa, Nevada, Placer, Plumas, Sac- ramento, Shasta, Sierra, Siskiyou, Solano, Sonoma, Sutter, Tehama, Trinity, Yolo, and Yuba, from which one railroad commis- sioner shall be elected. The second district sliall be composed of the counties of Marin, San Francisco, and San Mateo, from which one railroad commissioner shall be elected. The third district shall be composed of the counties of Alameda, Contra Costa, Fresno, In.vo, Kern, Los Angeles, Mariposa, Merced, Mono, Monterey, San Benito, San Bernar- dino, San Diego, San Joaquin, San Luis Obispo, Santa Barl)ara, Santa Clara, Santa Cruz, Stanislaus, Tulare, Tuolumne, and CALIFOKi^riA. 11 Taxation; Chinese, Const., Ait. xii, § 24; Art. xiii, §§ 1, 6, ll;Art. xvii, § 3; Art. xix, § 2. Ventura, from which one railroad commis- sioner shall be elected. § 24. The legislature shall pass all laws necessary for the enforcement of the pro- vi.'slons of this article. ARTICLE XIII. Taxation. § 1. All property in the State, not exempt under the laws of the United States, shall be taxed in proportion to its value, to be ascertained as provided by law. The word " property," as used in this article and sec- tion, Is hereby declared to include * * * bonds, stocks, dues, franchises, and all other matters and things, real, personal, and mixed, capable of private ownership. * * * " Property " defined. Pol. C, § 3617. Double taxation prohibited. Id., § 3607. Shares of stock not taxable. Id., § 3G08. Assessments, how and by whom made. Id., §§ 3628, 3641. § 6. The power of taxation shall never be surrendered or suspended by any grant or contract to which the State shall be a party. Special privileges not to be granted. Art. I, § 21. § 11. Income taxes may be assessed to and collected from persons, corporations, joint- stock associations, or companies resident or doing business in this State; or any one or more of them, in such cases and amounts, and in such manner, as shall be prescribed by law. Stock in corporations not taxable. Pol. C, § 360& ARTICLE XVII. Land Exemption. § 3. The holding of large tracts of land, uncultivated and unimproved, by individuals or corporations, is against the public interest, and should be discouraged by all means not inconsistent with the rights of private property. ARTICLE XIX. Chinese. § 2. No corporation now existing or here- after formed under the laws of this State shall, after the adoption of this Constitution, employ, directly or indirectly, in any capac- ity, any Chinese or Mongolian. The legis- lature shall pass such laws as may be necessary to enforce this provision. 12 CALIFORXIA. Foes: taxation, Pol. Code, §§ 380, 410; 3007, 3008, 3017. CODES A:N"D statutes of CALIF0E]^IA-188G. POLITICAL CODE. Part III. Government of the State. TITLE VI. rrilLIC OFFICERS. CHAPTER III. Governor. Sec. 880. Powers and duties of the governor. I 880. In addition to those prescribed bj' the Constitution, the governor has the power and must perform tlie duties prescribed in thlB and the following sections: 6. He may require the attorney-general or district attorney of any county to inquire into the affairs or management of any cor- poration existing under tlie laws of this State. CHAPTER V. Secretary of State. Sec. 416. Fees of. § 416. (As amended March 16, 1805.) The secretarj' of State, for services performed in his ofl3ce, must charge and collect the fol- lowing fees: 3. For filing articles of incorporation, five dollars. 4. For recording articles of Incorporation, twenty cents per folio. 5. For issuing each certificate of incorpora- tion, three dollars. 13. For filing certificate of Increase or de- crease of capital stock, five dollars. 14. For Issuing certificate of increase or decrease of capital stock, three dollars. 15. For filing certificate of continuance of existence, five dollars. 16. For Issuing certificate of continuance of existence, three dollars. 18. For recording miscellaneous documents or papers, per folio, twentj--five cents. ******** * TITLE IX. REVENUE. CHAPTER I. Property Liable to Taxation. Sec. 8607. Double taxation prohibited. 3608. Shnros of stock in corporations not taxable. § 3007. (As amended March 28, 1805.) * » * Nothing in this Code sliall be con- strued to require or permit double taxation. See S 3608, note. § 3008. Shares of stock in corporations pos- sess no intrinsic value over and above the actual value of the property of the corpora- tion which they stand for and represent, and the assessment and taxation of such shares and also of the corporate property would be double taxation. Therefore all property be- longing to corporations shall be assessed and taxed, but no assessment shall be made of shares of stock, nor shall any holder thereof be taxed therefor. Income taxes. Const., art. XIII, § 11. Double taxation. § 3007. [The rule as laid down in this section Is also laid down in San Francisco v. Mackcy, 3 West Coast Rep. 697. It would be assessing same prop- erty twice to assess to a corporation all of Its cor- porate property, and also to assess to each of the stockholders stock or shares held by him. Peo. v. Badlnm, 57 Cal. 504. The legislature has power to declare that corporate property shall be assessed to the corporation, and that the same property shall not be again assessed against the stock- holders. Id. An assessment upon " the capital " of a corporation, eo nomine, held to be valid. San Francisco v. Water-AVorks, 54 Cal. 571. The revenue act does not make a corporation liable for taxes assessed on its capital stock, when such capital is represented by shares of stock which are not the property of the corporation. Peo. v. Bank. 51 Cal. 508. Above section applied. Water- Works V. Schottler, 62 Cal. 115.] CHAPTER II. - Definitions. Sec. 3G17. " Property " defined. § 3617. (As amended March 28, 1895.) Whenever the terms mentioned in this sec- tion are employed in this act, they are em- ployed m the sense hereafter affixed to them: First. The term " property " includes * * * bonds (except of railroad or quasi public cor- porations), stocks, dues, franchises, and all other matters and things, real, personal, and mixed, capable of private ownership. *** ****** All property to be taxed. Const., art. XII, § 1. Stock. § 3608. [Franchises are property, and are to be t.ixed In proportion to their value. Gas Co. v. Januarv, 57 Cal. 614; Burke v. Badlani, Id. 594; Water- works V. Schottler, 62 id. 72; Gas Co. v. Schott- ler, id. 119; The Freight ca.se. 15 Wall. 282; Rv. Gross Receipts case, id. 296; State v. R. R. Tax cases, 92 F. S. 603. Section referred to. Water- Works V. Schottler, 62 Cal. 115.] CALIFORXIA. 13 Business corporation; formation, Pol. C, §§ 3628, 3G41; Civ. C; §§ 2S3-2So. CHAPTER III. Assessment of Property. Sec. 3628. Assossnionts, how nnd bj- whom niade. 3641. I'roporiy of corporations assessed where situated. § 3G2S. (As amended March 2S. 1595.) The franchise, roadway, roadbed, rails and roll- ing stock of all railroads operated in more than one countj- in this State shall be as- sessed by the State board of eqiializatiou, as hereinafter provided for. Other franchises, if granted by the authorities of a county, city, or city and county, must be assessed in the count}-, city, or city and county within which they were granted; if granted by any other authority, they must be assessed in the county in which the corporations, firms, or persons owning or holding them have their principal place of business. All other tax- able property shall be assessed in the county, city, or city and county, town, township, or district in which it is situated. * * * § 3041. The property of every firm or cor- poration mu.st be assessed in the county where the property is situate, and must be assessed in the name of the firm or corpora- tion. [This section docs not apply to shares in a niin- intr corporation constituted under the laws of tliia State and whose tangible property is situated elsewhere. San Francisco v. Flood, 64 Cal. 5i>l; s. c, 2 Pac. Rep. 264.] CIVIL CODE. Division First. Part IV. Corporations. TITLK I. GENERAL. PROVISIOXS APPLI- CABLE TO ALL CORPORATIONS. Ch. 1. Formation of corporations. 2. Corporate stocl<. 3. Corporate powers. 4. Extension and dissolution of corporations. CHAPTER I. Formation of Corporations. Art. I. Corporations defined and how orjranized. II. By-laws, directors, elections, and meet- ings. ARTICLE I. CORrORATIOXS DEFINED AND HOW ORGANIZED. Sec. 28.3. Corporation defined. 284. Wliat are public and private corpora- tions. 2S5. Corporations, how formed. 286. For what purpose private corporations are formed. 287. How corporations may continue their existence imder this Code. 288. Existing corporations not affected. 289. Name of instrument creating corpora- tion. 290. Articles of incorporation, what to con- tain. 291. Certain corporations to state further facts in articles. 292. F'ive rorporators. three to be citizens of the State, to sign articles and acknowl- edge the same. 293. Prerequisite to filing articles. Amounts to be subscribed to be fixed. 294. I'rereriuisite to filing articles of corpo- rations for profit. 295. Oath of officer to subscription of stock and payment of ten per cent. 296. To file articles with count.v clerk riid secretary of State, and receive certifi- cate. Term of existence. 297. Certified eopy of certificate to be prima facie evidence of its contents. 298. Who are members and who stockholders of a corporation. 299. Coi>y of articles to be filed where cor- lioration owns property. 300. P.aiikiiig cori>orations may elect to have capital stock. § 2S3. A corporation is a creature of the law, having certain powers and duties of a natural person. Being created by the law. it may continue for any length of time which the law prescribes. What is included in term " corporation." Const., art. XII, § 4. " I'erson " includes corporations. C. C. P., § 17; Fen. C, § 7. [A corporation for commercial purposes, for;u''lifal>lo to all such corporations, and are repealed, subject to the provisions of this section. See Const., art. XII, § G. [See Ilevnenian v. Rlake. 10 Cal. 5T0: Water- Works V. "nryant, 52 id. 141; Estate of Eastman, GO id. 308.] § 2S'J. The instrument by which a private corporation is formed is called " articles of incorporation." § 2U0. (As amended March 31, 1891.) Articles of iucorporation must be prepared, setting forth: 1. The name of the Incorporation. 2. The purpose for which it is formed. 3. The place where its principal business is to be transacted. 4. The term for which it is to exist, not ex- ceeding fifty years. o. The number of its directors or trustees, which shall not be less than five nor more than eleven, and the names and residence of those who are appointed for the first year; Provided, That the corporate pow- ers, business, and property of corpora- tions formed or to be formed for the purpose of erecting and managing halls and buildings for the meetings and ac- commodation of several lodges or societies of any benevolent or charitable order or or- ganization, and in connection therewith the leasing of stores and offices in such building or buildings for other purposes, may be con- ducted, exercised, and controlled by a board of not less than five nor more than fifty directors, to be chosen from among the stockholders of such corporation, or fi'om among tlie members of such order or organ- ization; And provided, also. That at any time during the existence of corporations for profit, other than those of the character last hereinabove provided for, the number of the directors may be increased or diminished, by a majority of the stockholders of the cor- poration, to any number not exceeding eleven nor less than five, who must be mem- bers of the corporation; whereupon, a cer- tificate, stating the number of directors, must be filed, as provided for in section two hundred and ninety-six for the filing of the original articles of iucorporation; And pro- vided, also, That the corporate powers, busi- ness, and property of corporations formed, or to be formed, for social purposes, and not directly for profit, may be exercised, con- ducted, and controlled by a board, consisting of such number of directors as may be in the Constitution or by-laws provided; and corporations so formed may, in their con- stitution or by-laws, provide for the length of time that the directors, or any number thereof, sliall act, and may, in like manner, provide that certain directors, or a certain number of the board of directors, to be selected by the corporation or the board of directors, in tlie mode and manner provided in the Constitution or by-laws, shall act for any specified length of time, or otherwise, ns shall be in the Constitution or by-laws set forth. 0. The amount of its capital stock, and tho number of shares into which it is divided. CALIFORNIA. 15 Artlclos of incorporation; filing, Civ. C, §§ 291-29G. 7. If there is a capital stock, the amount actually subscribed, and by whom. Articles, bow anionded. C. C, § 3G2. [Omission to state place where Its principal business Is to be transacted is fatal. Harris v. MciJrecor, 29 Cal. 124. A failure to describe It as the " principal place of business " Is a more technical error. Ex parte S. V. W. AV., 17 Cal. 132. Omission In allidavlt. In regard to payment of ten per cent, of the subscribed stock, and of the words " in trood faith," was deemed immaterial. I'eo. V. It. R. Co., 45 Cal. 30G. Omission of the original certificate to state nniount of caidtal stock held cured bv subsequent legislation. I'eo. v. J'enlii, 50 Cal. 345. Statement In certificate or a term of existence greater than that allowed bv law js not fatal. I'eo. V. Cheeseman, 2 W. G. R. 270. .Section cited. It. It. Co. v. Hlldreth, 53 Cal. 12S; Thomas v. Mining Co., 65 id. 601; s. c, 4 I'ac. Itep. 641; Chapman v. Doraj', 89 Cal. 54: s. c, 26 Tac. Itep. 605. In formation of a corporation, substantial rather than literal compliance with eacli provision of the statutes Is necessarv. I'eo. v. Water Co., 97 Cal. 276; s. c, 32 Tac. Rep. 236.] § 201. The articles of incorporation of any railroad, Avagon road, or telegraph organiza- tion must also state: 1. The kind of I'oad or telegraph intended to be constructed. 2. The place from and to which it is in- tended to be run, and all the intermediate branches. 3. The estimated length of the road or tele- graph line. 4. That at least ten per cent, of the capital stock subscribed has been paid in to the treasurer of the intended corporation. [Articles of Incorporation of a railroad must fullv set forth amounts subscribed, and by whom. R. R. Co. v. Ilildreth, 53 Cal. 123.] § 292. The articles of incorporation must be subscribed by five or more persons, a ma.iority of whom must be residents of this State, and acknowledged by each before some officer authorized to talie and certify acknowledgments of conveyances of real property. (In effect July 1, 1874.) [Requirement of this section is a condition preeedent to n valid -ncorporatlon : an acknowl- edgment of articles bv onlv four Incornorators Is fatally defeetive. I'eo. v. Water Co., 97 Cal. 276; S. c. 32 Par. Rep. 236. Not necessary to validity of corporation, or to the subserihcrs who agree to its formation Iieoom- Ing stockholders, that they should all sign the articles o" incorjioration. San .Toaoiun, ete., Co. V. Heeeher, 101 Cal. 70; s. c, .35 I'ac. Rep. :^49. Nor is it necessary tliat eertiflcates of stock should have been issued. Id.] § 20.'?. Each intended corporation nameA In section Iavo hundred and ninety-one, be- fore filing articles of incoriioration, must have actually sul)scril)od to its <'a])ital stock, for each mile of tlie contemplalod work, tlie following amoiuits, to wit: 1. One thousand dollars per mile of rail- road. 2. One hundred dollars per mile of tele- graph lines. 3. Three hundred dollars per mile of wagon roads. See § 291, note. [Section referred to. R. R. Co. v. Hlldreth. 53 Cal. 128.] § 294. Before the articles of incorporation of any corporation referred to in the pre- ceding section are filed, there must be paid, for the 1)enelit of the corporation, to a treasurer elected by tlie subscribers, ten per cent, of the amount subscribed. [Under this statute, payment bv check drawn on the bank where drawer had no funds is In- sufficient. I'eo. V. Chambers, 42 Cal. 201. But payment of the ten per cent, in good faith by checks drawn upon a sufhcient deposit and pay- able in presenti, would be a sufficient compliance. Peo. V. R. R. Co., 45 Cal. 306.] § 295. Before the secretary of State issues to any such corporation a certificate of the filing of articles of incorporation, there must be filed in his office an affidavit of the presi- dent, secretary, or treasurer named in the articles, that the required amount of the capital stock thereof has been actually sub- scribed, and ten per cent, thereof actually paid to a treasurer for the benefit of the corporation. Signing fictitious name or fraud In the subscrip- tion. Pen. C, § 557. [In making this affidavit, substantial, not a literal, compliance with statiite is all that Is re- quired. Peo. V. R. It. Co., 45 Cal. 306.] § 20G. Upon filing the articles of incorpora- tion in the office of the county clerk of the countj- in which the principal business of the company is to be transacted, and a copy thereof, certified by the county clerk, with the secretary of State, and the affidavit men- tioned in the last section, where such affi- davit is reqtiired, the secretary of State must issue to the corporation, over the great seal of the State, a certificate that a copy of the articles, containing the required statement of facts, has been filed in his office; and thereupon the per.«;ons signing the articles, and their associates and successors, shall be a body politic and corporate, by the name stated in the certificate, and for the term of fifty years, unless it is in tlie articles of in- corporation otlierwise stated or in tliis Code otherwise special]}' provided. (In effect July 1, 1874.) Correction of erroneous filing. C. C, § 363. Articles must be filed in every county where cor- poration owns property. C. C, § 290. [Filing articles In wrong county fatal to crea- tion of corporation de facto. Martin v. Deetz, 102 Cal. 55: s. c. 36 Pac. Rep. 36S. Prior to adoption of Code, a corporation had legal existence from time of filing certificate with 16 CALIFOKXIA. I'roperty rcstric-tious; banking corporations, Civ. C, §§ 297-300. county clerk. M. H. M. Co. v. Woodbury, 14 Cal. 424 Section clterl. WIckorslinm v. Brlttnn, 93 Cal. 3D; s. c, 28 Par. Kop. 792; 29 Id. 51: Canal, etc., Co. V. Waruer, 72 Cal. 382; s. c, 14 Pac. lU-p. 37.] § 297. (As aniontk^d March 8, 1895.) A copy of any articles of incorporation liled in pur- suance of this chapter, and ccrtilieil by the secretary of State, or by tlie county clerk of the county where the oriixinal articles shall have beeil filed, must be received in all the courts of this State, and other places, as prima facie evidence of the facts therein stated. [Certified copy of articles of Incorporation Is prima facie evidence of the facts therein stated. S. V. W. W. V. Ran Francisco, 22 Cal. 434; Min- ing Co. V. Ailment. 20 Id. 28(>. Section referred to and applied. Canal, etc., Co. V. Warner. 72 Cal. :^b2; s. c. 14 Pac. Rep. 37. A certified copy of the certificate is not ;n any sense secondary evidence, but is by law made equal in all respects with the original, as evidence. Tnnnell (^o. v. McKenzie, 67 Cal. 487; s. c, 8 Pac. Hep. 22.] § 298. The owners of shares in a corpoi-a- tion M-hich has a capital stoclc are called stockliolders. If a corporation has no capital stock, the corporators and their successors are called members. Liability of stockholders. Const., art. XII, § 3; C. C, § 322. § 299. No corporation hereafter formed shall purchase, locate, or hold property in any county in this State, without filing a copy of the copy of its articles of incorpora- tion filed in the office of the secretary of State, didy certified by such secretary of State, In the office of the county cleric of the county in which such property is situated, within sixty days after such purchase or lo- cation is made. Every corporation now in existence, whether formed under the pro- visions of this Code or not, must, witliin ninety days after tlie passage of this section, file such certified coi)y of the copy of its arti- cles of incorporation in the office of the county clerk of every county in this State in which It holds any property (except the county where the original articles of incorporation are filed); and if any corpDratloi' hereafter ac- quire any projiorty in any county other than tliat in which it now holds property, it must, witliin ninety days thereafter, file with tlie clerk of such county such certified copy of the copy of its articles of incorporation. The copied! so filed Avith the several county clerks, and certified cojiies tliereof. shall have the same force and effect in evidence as would the originals. Any corporation failing to comjily with the provisions of tliis section shall not maintain or defend any action or proceeding in relation to such property, its rents, issues, or profits, until such articles of inconioration, and such certified copy of Its articles of incori)oration. and such cer- tified copy of tlie co])y of its articles of Incorporation, shall be filed at the places di rected by the general law and this section; Provided, That all corporations shall be liable in damages for any and all loss that may arise by the failure of such corporation to perform any of the foregoing duties within the time mentioned in this section; And provided further, Tliat the said damages may be recovered in an action brought in any court of this State of competent juris- dic'tion, by any party or parties suffering the same. (In effect April 23, ISSO.) Corporation not to bold land more than five jears. Const., art. XII, § 0. Amonnt it may hold. C. C, § 360. Right to hold real estate. C. C, § 354 (6). [An objection that a corporation defendant in an notion to (iniet title to land had not proved con))ilinnee ^\■\th provisions of .above section can- not be taken for first time upon appeal. Labory V. Asvhim. 07 Cal. 270; s. c. r!2 Pae. Rep. 231. Failure to comply with above section does rot prevent a coriioration from defendiiifi an ac^i.in Itrouirht against it to recover for work and labor alleged to have been performed on its property. Weeks v. Mining Co., 73 Cal. .590: s. c. 15 Pac. Rep. .302. Noncompliance with above section is a matter to be set up by defendant in an action of e.lectment brought by the corporation. Denial of existence of the eorporntion doos not raise the anestion. R. R. Co. v. Purcell, 77 Cal. GO: s. c, 18 Pac. Rep. SS6. In an action by a corporation in relation to its jiroperty, it is not essenti.'il that the complaint should show compliance with above section. Bank v. Tibbits. 80 Cal. 68: s. c. 22 I'ac. Rep. 66. Failnre to comply is a mere matter in abatement of an action brought by it in relation to such property; and in order to be available as a defense must be specially pleaded in the an- swer: otherwise it is waived. Id. But averment denying the coi'porate existence and alleging tb:it It lias not legal capacity to sue. does not set np such defense. Id. It is clear that above section applies only to corporations wliose articles are required bv" statute to be filed with the secretary of State. "Mora v. Murphy, 83 Cal. 17; s. c, 23 Pac. Rep. 63.] § 300. Every corporation that has been or may be created under the general laws of this State, doing a banking business therein, and Avhich has no ca]>ital stock, may elect to have a. capital stoclv, and may issue cer- tificates of stock therefor, in the same man- ner as corporations formed under the pro- visions of cliapter I, article I, of the Civil Code, relating to the formation of corpora- tions; Provided, That no such corporation shall use or convert any moneys or funds theretofore belonging to it or under its con- trol, into capital stoclv ; lint such funds or moneys must ho held and managed only for the purposes and in the manner for which tliey were created. Before such change is made, a majority of the members of such corporation present at a meeting called for tlie purpose of considering the proposition wliether it is best to have a capital stock, its amount, and tlio number of shares into wliicli it sliall bo divided, must vote in favor of liaving a cai^ital stock, fix the amount thereof, and the number of shares into which it shall be divided. Notice of the time and jdaceof holding such meetincr, and its object, must be given liy the president of such cor- poration, l)y publication in some newspaper CALIFORXIA. 17 By-laws; diircctors, Civ. C, §§ 301-303. printed and piiljlishod in tlie county, or city and county, in which the principal phice of business of the corporation is situated, at least once a week for three successive weelvs prior to the holding of the meeting. A copy of the proceedings of this meeting, giving the numljer of persons present, the votes taken, the notice calling the meeting, the proof of its publication, the amount of capital actually subscribed, and by whom, all duly certified by the presi Cal. 349: see, also, Dallemand v. Bank, 74 id. 600; s. c, 16 Pac. Rep. 497.] ARTICLE ir. BY-LAWS. DIRECTORS, ELEC- TIONS AND MEETINGS. Sec. 301. Adoption of by-laws, when, how, and by whom. 302. Directors, election of, etc. 303. By-laws may provide for what. 304. By-laws to lie copied and open for pub- lic inspection. 30.5. How many and who to be directors. 307. Elections, how conducted. 308. Organization of board of directors, etc. 309. Dividends to be made from surplus profits. 310. Removal from office of directors, etc. 311. Justice of the peace may order meeting when. 312. Majority of stock must be represented. 313. All stock may be represented in votes. 314. Election may be postponed. 313. Complii lilts and quo warranto regarding elections. 316. False certificate, report, or notice to make officers liable. 317. Meeting by consent to be valid. 318. I'roceedings at meeting to be binding. 319. Meetings, where held. 320. AVhcn no provision in by-laws for regu- lar meetings, special meetings how called. 321. Banking corporations required to keep certain books. 321(a). Domestic corporations may change place of business. § 301. Every corporation formed imder this title must, within one mouth after filing articles of incorporation, adopt a code of bj'- laws for its government not inconsistent with the Constitution and laws of this State. The assent of stockholders repre- senting a majority of all the subscribed capital stock, or of a majority of the mem- bers, if there be no capital stock, is neces- sary to adopt by-laws, if they are adopted at a meeting called for that pui^ose; and ia the event of such meeting being called, two weeks' notice of the same, by advertisement in some newspaper published in the county in which the principal place of business of the corporation is located, or if none is pub- lished therein, then in a paper published in an adjoining county, must be given by order of the acting president. The wiitten assent of the holders of two-thirds of the stock, or of two-thirds of the members if there be no capital stock, shall be effectual to adopt a code of by-laws without a meeting for that purpose. Power to make by-laws. C. 0., § 354 (6). May provide for what. C. C, § 303. May be repealed or amended. C. C, § 304. [By-laws are void if contrary to Constitution or statutes, either of State creating the corporation or of the United States, or to the common law. Peo. V. Crockett. 9 Cal. 112; United States v. Hart, 1 Pet. C. C. 390; Bank v. Lanier, 11 Wall. 369. A corporation cannot pass by-laws Imposing liens on stock so as to charge bona fide pur- chasers thereof. Bank v. Bank. 63 Cal. 359. By- laws cannot be adopted impairing vested rights. Peo. V. Crockett, supra. A stockholder is bound by charter and regularly adopted by-laws, whether he has signed them or not. McFadden v. Super- visors. 74 Cal. 571; s. c, 16 Pac. Rep. 397. The substantial rights of a stockholder cannot be taken from him, or abridged, bv bv-laws. Bank V. Superior Ct., 104 Cal. 649; s. c, 38 Pac. Rep. 452. By-laws adopted before organization held In- valid under above section. Vercoutere v. Land Co., 48 Pac. Rep. 375.] § 302. The directors of a corporation must be elected annually by the stockholders or members, and if no provision is made in the by-laws for the time of election, the election must be held on the first Tuesday in June. Notice of such election must be given, and the right to vote determined as prescribed In section three hundred and one. See Const., art. XII. § 12. Election may be post- poned. C. C, § 314. Must be elected at first meet- lug. § 306. Manner of. § 307. See § 312, note. [The notice of meeting must be given in man- ner prescribed by statute in order to be effectual. Manf. Co. v. Vassault, 50 Cal. 5.34. A notice must designate the hour as well as the dav of meeting. Id. Notice of special meeting should be personal unless otherwise provided in charter or by-laws. Harding v. Vandewater, 40 Cal. 77. Section re- ferred to. Wickersham v. Brlttan, 93 Cal. 36; s. c, 28 Pac. Rep. 792; 29 id. 51.] § 303. A corporation may, by its by-laws, where no other provision is specially made, provide for: 1. The time, place, and manner of calling and conducting its meetings, and may dis- pense witli notice of all regular meetings of stockliolders or directors. 2. The number of stockholders or members constituting a quorum. 3. The mode of voting by proxy. 18 CALIFOKXIA. By-laws; directors, Civ. C, §§ 304, 305. 4. Tlie qualifications nud duties of direct- ors, aud also the time of their auuual elec- tion, and the mode aud mauuer of giviug notice thereof. ;"). The compensation and duties of officers. G. The manner of election and tenure of office of all officers other than the directors; aud, 7. Suitable penalties for violations of by- laws, not exceeding in any case one hundred dollars for any one offense. 5. The newspaper in which all notices of the meetings of stockholders or board of di- rectors, notice of which is required, shall be I)ublisluHl, which must be some newspain-r published in the county Avhere the principal place of business of the corporation is lo- cated, or if none is published therein, then in a newspaper published in au adjoining county; Provided, Tliat when the by-laws prescribe the newspajier in which said pub- lication shall be made, if from any cause at the time auy publication is desired to be made, the publication of such newspaper shall have ceased, the board of directors may, by an order entered on the records of the* corporation, direct the publication to be made in some other newspaper published in the county, or if none is published therein, then in an adjoining county. § 2. Section three hundred and six of said Code is hereby repealed. (In effect March 19, 1SS9.) Power to make by-laws. C. C, §§ 301, 354 (6). By-laws may provide for amount of stock to be owned by directors. C. C, § 303. For duties of directors. § 308. For issuing certificates of stock. § 323. For disposal of stock owned by the cor- poration. § 344. [Special meeting of directors called contrary to by-laws hold illegal. Smith v. Dorn. 96 ("al. 73; «. c. 30 Pac. Hop. 1024. Section construed as to election of directors. "Wiekersham v. Brittan, 93 Oal. :!8; s. c. 28 Pac. Kep. 792: 29 id. 51. No flecree or act of board of directors, made or done while not assembled as a board, is a valid corpo- rate act. Id. Acts of a corporation which con- stitute a ratification of acts of its president, and estoppel in pais, precluding corporation from questionins: his authoritv. Gribble v. Brewing Co., 100 Cal. 67; s. c, .'54 Pac. Uep. 527. President must be a director. Dulin v. Coal Co., 103 Cal. 357: s. c, :',5 Pac. K<>p. 1(145; 37 id. 207. Agree- ment among stockholders as to election of presi- dent at a certain salary is void and cannot be enforced. Id. Trustees cannot vote a salary, or increase of salary, to one of their number as president, when his vote is essential to adoption of the resolution. Wiekersham v. Crittenden, 106 Cal. .327; s. c, .39 Pac. Uep. 6(r2. Above section refers to the primary requirements to be followed in order that proxies may be enti- tled to vote, and does not authorize curtailing of right of voting by proxy, but only to regulate exercise of right by re(iuiring that authorization must be in writing, properly witnessed, acknowl- edged, filed with the records, etc. Bank v. Su- perior Ct., 104 Cal. t>49; «. c, 38 Pac. Uep. 432.] § 304. All by-laws adopted must be certi- fied by a majority of the directors and secre- tary of the corporation, and copied in a legible hand in some book kejit in the office of the corporation, to be known as the " Book of By-laws," and no by-law shall take effect until so copied, and the book shall then be opened to the inspection of the public during office hours of each day ex- cept holi(l:iys. The by-laws may be repealed or amended, or new by-laws may be adopted, at the annual meeting, or at any other meet- ing of the stockholders or members, called for that purpose by the directors, by a vote representing two-thirds of the subscribed stock, or by two-thirds of the members. The written assent of the holders of two-thirds of the stock, or two-thirds of the memliers if there be no capital stock, shall be effectual to repeal or amend any by-law, or to adopt additional by-laws. The power to repeal and amend the bj^-laws, and adopt new by- laws, may, by a similar vote at any such meeting, or similar written assent, be dele- gated to the board of directors. The power, when delegated, may be revoked by a similar vote, at any regular meeting of the stock- holders or members. "Whenever any amend- ment or new by-law is adopted, it shall be copied in the book of by-laws with the oi*ig- inal by-laws, and immediately after them, and shall not take efTect until so copied. If any by-law be repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted, or written assent was filed, shall be stated in said book, and until so stated the repeal shall not take effect. (Approved March 14, 1SS5.) [Effect of noncompliance with a statute as to the recording of by-laws. Hall v. Crandall, 29 Cal. 567. Section referred to. Chapman v. Doray, 89 Cal. 54; s. c, 26 Pac. Rep. 605.] § 30.5. The cori^orate powers, business, and property of all corporations formed under this title must be exercised, conducted, and controlled by a board of not less than five nor more than eleven directors, to be elected from among the holders of stock; or, where there is no capital stock, then from the mem- bers of such corporations; except that cor- porations formed, or to be formed, for the pm-pose of erecting and managing halls and buildings for the meetings and accommoda- tion of several lodges or societies of any benevolent or charitable order or organiza- tion, and in connection therewith the leasing of stores and offices in such building or btiildings for other purposes, the corporate powers, business, aud property thereof may be conducted, exercised, and controlled by a board of not less than five nor more than fifty directors, to be chosen from among the stockholders of such corpora- tion or from among the members of such order or organization. A majority of the directors must be in all cases citizens of this State. Directors of cor- porations for profit must be holders of stock therein in an amount to be fixed by the by-laws of the corporation. Directors of all other corporations nnist be members thereof. T'nless a quorum is present and acting no business performed or act done CALIFORNIA. 19 Elections; dividends, Civ. C, §§ 306-309. is valid as against the corporation. "When- ever a Taeaucy occurs in the office of di- rector, unless the by-laws of the corporation otherwise provide, such vacancy must be filled hy an appointee of the board. " Director " deflued. Ten. C, § 572. On dis- solution, directors to be trustees of creditors. C. C, § 400. Liability of directors. Const., art. XII, § 3; C. C, § 327. Acts of directors. C. C, § 308. [Corporate powers must be exercised by trustees selected from the stockholders. Gashwller v. "Willis, 33 Cal. 11; Blood v. Marcuse, 38 id. 593. Directors constitute the corporation for all pur- poses of dealhifr with others, and what they do as Its representatives, the corporation itself is deemed to do. Maynard v. Ins. Co., .34 Cal. 4S4. The fact that director is not a stockholder does not vitiate his case, he is de facto the representa- tive of the corporation. Bank v. S. & L. Co., 63 Cal. 179. The powers of a corporation must be exercised, and its property controlled, by its board of directors. Xo officer has authority to execute a mortgage of corporate property in absence of a resolution of such board. Mining Co. v. Mining Co., 78 Cal. 632; s. c, 21 Pac. Rep. 373. Directors must be presumed to know at all times the con- dition of the business and property under their control. Schenck v. Bandmann, 81 Cal. 234; s. c, 22 Pac. Kep. 654. Distinction between " elec- tion " of directors and " appointment." Wick- ersham v. Brittan, 93 Cal. 34; s. c, 28 Pac. Rep. 792; 29 Id. 51. A corporation can confer author- ity upon an agent to sell its lands only through Its board of directors, when duly assembled, by resolution duly passed and recorded, and a ratifi- cation of sueli authority can onl.v be made in the same manner. Salflehl v. Sutter, etc., Co., 94 Cal. 546; s. c, 29 Pac. Rep. llOo. Action by stock- holder to set aside sale of corporate property by directors upon ground of fraud; general subject discussed. Smith v. Dorn, 96 Cal. 73; s. c, 30 Pac. Rep. 1024.] § 306. (Repealed. See § 303.) § 307. All elections must be by ballot, and every stockholder shall have the right to vote In person or by proxj- the number of shares standing in his name, as provided in section three hundred and tvrelve of this Code, for as many persons as there are di- rectors to be elected, or to cumulate said shares and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute them on the same principle among as many candidates as he shall think fit. In corporations having no capital stock, each member of the corpora- tion may cast as many votes for one di- rector as there are directors to be elected, or may distribute the same among any or all of the candidates. In either case the di- rectors receiving the highest number of votes shall be declared elected. The pro- visions of this section, so far as it relates to cumulative voting, shall not apply to literai-y. religious, scientific, social, or benev- olent societies, imless it shall be so provided in their by-laws or rules. § 2. This act shall take effect immediately. (Approved March 10, 1SS7.) See Const, art. XII, § 12. Elections, how con- ducted. C. C, § 312. rSentinn applied. Wickersham v. Brittan, 93 Cal. 36.] § 308. Immediately after their election, the directors must organize by the election of a president, who must be one of their number, a secretary, and treasurer. They must per- form the duties enjoined on them by law and the by-laws of the corporation. A ma- jority of the directors is a sufficient number to form a board for the transaction of busi- ness, and everj' decision of a majority of the directors forming such board, made when duly assembled, is valid as a corporate act. See note to § 354 (5), C. C. Frauds and mis- management by officers; penalty. Pen. C, §| 557- 572. [Directors are agents of corporation only when acting as a board; as a general rule, they do not Individually represent the corporation. Gash- wiler V. Willis, 33 Cal. 11; Blood v. Marcuse. .38 Id. 503. A note executed by the president to him- self as payee, purporting to be note of the cori)0- ration, is invalid, unless authorized or ratified by directors, though the consideration be a debt honestly due. Smith v. Assn., 78 Cal. 289; s. c, 20 Pac. Rep. 677. r)lrectors who are directly in- terested in the passage of the resolution are not competent to vote thereon. Section referred to. Wickersham v. Brittan. 93 Cal. 3S; s. c. 28 Pac. Rep. 792; 29 id. 51: Salfleld v. Sutter, etc., Co., 94 Cal. 549; s. c, 29 Pac. Rep. 1105.] § 309. (As amended March 31, 1891.) The directors of corporations must not make dividends, except from the surplus profits arising from the business thereof; nor must they divide, withdraw, or pay to the stock- holders, or any of them, any part of the capital stock; nor must they create debts 1 e- yond their subscribed capital stock; nor must they divide, withdraw, or pay to the stockholders, or any of them, any part of the capital stock, except as hereinafter pro- vided, nor reduce or increase the capital stock, except as herein specially provided. For a violation of the provisions of this sec- tion, the directors under whose administra- tion the same may have happened (except those who may have caused their dissent therefrom to be entered at large on the min- utes of the directors at the time, or wliere not present when the same did happen) are, in their individual and private capacity, jointly and severally liable to the corpora- tion, and to the creditors thereof, in tlie event of its dissolution, to the full amount of the capital stock so divided, withdrawn, paid out. or reduced, or debt contracted; and no statute of limitations is a bar to any suit against such directors for any sums for which they are linlile by this section; Pro- vided, however, That where a corporation lias been heretofore or may hereafter be formed for the purpose, among other things, of acquiring, holding, and selling real estate, water, and water rights, the directors of such corporation may, with the consent of stockholders representing two-thirds of the capital stock thereof, given at a meeting called for that purpose, divide among the stockholders the land, water, or water rights so liy such corporations held, in the pro- portions to which their holdings of such 20 CALIFORNIA. Removal of directors; elections, Civ. C, §§ 310-312. stock at tbe time of such division would en- title them. All conveyances made by the oorpuraiiou, in pursuance of this section, shall be made and received subject to the debts of such corporation existing at the date of the conveyance thereof. Nothing lierein shall prohibit a division and distribu- tion of the capital stock of any corporation which remains after the payment of all its debts, upon its dissolution or the expiration of its term of existence. Misconduct of directors ns to dividends and dis- counts. Pen. C, § 560. Frand in accounts. § 503. False reports. § 564. By absent director. §§ 569, 570. Director's liability for euibezzlemeut of offi- cers. Const., art. XII, § 3. [The prohibition of above section Is directed against the trustees, and Is designed to protect creditors of such, and, also, to protect stockhold- ers against their mismanagement in distributing capital slocli in the form of dividends. Martin v. Zcllerbach, 38 Cai. 300. Any arrangement which will have the effect to withdraw the capital of any incorporated com- pany, and turn it over to stockholders, excei)t In manner provided by law, is In violation of above section, and void as to the creditors of the cor- poration, either prior or subsequent, wlio had no notice of the arrangement at time of giving the credit. Id. By capital stock, the statute intends the capital of the corporation on which it tran- sacts business, whether such capital consists of money, property or other valuable commodities. Id. Dividends may be paid in scrip or in shares of stock. Harris v. Refining Co.. 41 Cal. 3'.t;i. One who receives stock acquires therebv an in- terest In the undivided profits. Id. In "order to recover dividends, plaintiff must have been the absolute owner of the stock when the dividends accrued. Mere possession of, or a special property therein, is not sutficient. Dow v. Mining Co., 31 Cal. G30. Stockholders have no legal title to cor- porate property. Shares simply represent the right of shareliolders to share in distribution of profits of the corporation, and in the final dis- tribution of Its assets when It ceases to exist. In advance of such final distribution, stockholders cannot even unanimously agree to a division of any part of the capital stock which the directors are forbidden to make. The method prescribed by the Code for dissolution Is exclusive, and there can be no distribution of capital stock un- der any other circumstances. Kohl v. Lilienthal, SI Cal. .HTS; s. c, L'O I'nc. Kep. -lui; 22 id. GS<». The " capital stock " which directors are forbid- den, by above section, to divide, is the actual prop- erty of the corporation contrilmtod by tlie share- holders and of a nominal or share capital. Mining f'o. v. Pierce, !)0 Cal. 1.S2; s. c, 27 Pac. Bep. 44. Inhibition of the section does not prohibit pay- ments of dividends by a mining corporation froin net proceeds of Its mining operations, to be as- certained by deducting the gross outlay of cur- rent expenses from the gross receipts, and the balance, less a reasonable contingent reserve would be legitimate subject of dividend. Id A mining corporation may distribute its net earn- ings although the value of its mine is therebv diminished: and it is not deemed to have divided Its capital, within meaning of above section nierely txrause it has distributed the net proceed.s of its mining oj)erations. Id. I'lie fact that money was borrowed by directors to pav some of the dividends Is not a violation of spction 30!l where it appears that the corporation had used surplus profits, equal in amount to dividends paid for purpose of makinir needed improvements id' Declaring of dividonds is intrusted to discretion of directors, which, wlien honestlv and intelli- gently exercised, will not be slinlitlv overruled Id. The fact that notes and mortgages were exe- cuted by a corporation for Indebtedness bevond subscribed caplt:il stock, fontrary to provision of section ."iOO, does nf)t render such notes and mort- gages void, riiderliill v. Imp. Co., 93 Cal. ."iOO- s. c, US Pac. Kep. 1049. Above section construed.' Id. Misappropriation of corporate property by trustees seeking to vote themselves the property of the cori>oratlou. Shattuck v. S. & R. Co., 58 Cal. 550. Legislature has power to declare that corporate property shall be assessed to the corporation, and that same property shall not be again assessed against tlie stockholders. Peo. v. Badlam, 57 Cal. 5U4. Declaration of dividends largely a question of policy intrusted to discretion of directors, which will not be lightly overruled. Zellerbach v. Alleu- berg, 99 Cal. 57; s. c, 33 Pac. Rep. 786. Statute of limitations for recovery of dividends from a corporation cannot be avoided on ground of fraud, when. Bills v. Mining Co., 106 Cal. 9; s. c, 39 Pac. Rep. 43. A by-law providing for surrender of stock and payment of value, held Illegal, under above sec- tion. Vercoutere v. Laud Co., 48 I'ac. Rep. 375.] § 310. No director shall be removed from otiice, unless by a vote of two-thirds of the members, or of stockholders holding two- thirds of the capital stock, at a general meet- ing held after previous notice of the time and place, and of the intention to propose such removal. Meetings of stockholders for this piu-pose may be called by the president, or by a majority of the directors, or by members or stockholders holding at least one- half of the votes. Such calls must be in writing, and addressed to the secretary, who must thereupon give notice of the time, place, and object of the meeting, and by whose order it is called. If the secretary refuse to give the notice, or if there is none, the call may be addressed directly to the members or stockholders, and be served as a notice, in which case it must specify the time and place of meeting. Tlie notice must be given in the manner provided in section three hundred and one of this title, unless other express provision has been made there- for in the by-laws. In case of removal, the vacancy may be filled by election at the same meeting. § 311. Whenever, from any cause, there is no person authorized to call or to preside at a meeting of a corporation, any justice of the peace of the county where such corpora- tion is established may, on written applica- tion of three or more of the stockholders or of the members thereof, issue a warrant to one of the stoclvholders or members, direct- ing him to call a meeting of the corporation, by giving the notice required, and the justice may in the same Avarrant direct such per- son to preside at such meeting until a clerk is chosen and qualified, if there is no other officer present legally authorized to preside thereat. § 312. At all elections, or votes had for any purpose, there must be a majority of tlie sub- scribed capital stock, or of the members, represented either in person or by proxy in writing. Every person acting therein fin per- son, or by proxy, or representative] must be a member thereof, or a bona fide stockholder, having stock in his own name on the stocic books of the corporation at least ten days prior to the election. Any vote or election had other than in accordance with the pro- visions of this article is voidable at the in- stance of absent [or any] stockholders or CALIFORNIA. 21 Electious; misconduct of officers, Civ. C, §§ 313-320. members, aud may be set aside by petition to tlie district court of tlie countj^ where the same was held. Any regular or called meet- ing of the stoclcholders or members may iidjourn from day to day, or from time to time, If, for any reason, tlicre is not present a majority of tlie subscribed st(jck or mem- bers, or no election had, such adjournment aud the reasons therefor being recorded in the journal of proceedings of the board of directors. (In elfect April 1. 1878.) See § 307, ante. Notice of meeting. § 302. [A survivnig partner has tbe right to vote stock In his h.Tnds as partnership assets at an election for otfioers of a corporation. And the fact that a portion of the stock stood npon the books of cor- poration In name of deceased partner alone, does not affect such right, if in fact the stock belongs to the partnership. Allen v. Hill, 10 Cnl. 114. Senible upon prlncijile that real owner of stock Is entitled to represent it at meetings of the cor- poration, notwithstanding he does not appear as owner upon books of comjjany. Id. I'erson to whom stock has been issued as trustee, without knowledge or consent of owners, is not bona fide stockholder within meaning of above section; and where, without stock thus issued, a majority of stock Is not represented at a meeting for election of trustees, the election is void. Stewart v. Min- ing Co., 54 Cal. 149. I'erson appearing from books of company to be owner of stock is entitled to vote It, although he has transferred it, trans- feree not appearing with the stock and objecting. Peo. V. Robinson, 64 Cal. 373; s. c, 1 I'ac. Uep. 150. Stockholder ma.v maintain action to set aside election of directors, although at time of election no stock had stood in his name on books of corporation sufHcientlv long to entitle him to vote. Wright v. Water Co., 67 Cal. 532; s. c, 8 I'ac. Rep. 70. The superior court has jurisdiction as a court of equit.v to- inquire into validity, and to set aside such an election. Id. Every" quali- fied stockholder present at an election has right to vote at one time the property or shares owned by him for the whole number of directors to be elected, or to cumulate his shares upon one can- didate, or to distribute them among as many candidates as he may see fit; a corjioration has no power to adopt any other mode of election. Id. " Election " distinguished from " api)oihtment." AVickersham v. Kriltan, 93 Cal. 34; s. c, 28 I'ac. Rep. 792; 29 Id. 51. I'ledgor of stock has right to vote it, where pledgee does not claim the right under agreement with pledgor. Dulin v. Coal Co., 103 Cal. 357; S. c. 35 I'ac. Rep. 1045; 37 id. 207. A by-law of a banking corporation providing that no proxy sliould be voted by anyone not a stock- holder of the corporation "is void, as being an infringement upon above statute. Rank v. Su- perior Ct., 104 Cal. 649; s. c, 38 I'ac. Rep. 452.] § 313. The shares of stock of an estate of a minor, or insane person, may be repre- sented by. his guardian, aud of a deceased person by his executor or administrator. § 314. If from any cause an ehn/tion does not take place on the day appointed in the by-laws, it may be hold on any day there- after as is provided for in such by-laws, or to which such election may be adjourned or ordered by the directors. If an election has not been held at the appointed time, and no adjourned or other meeting for the purpose has been ordered by the directors, a meet- ing may be called by the stockholders, as provided in section three hundred and ten of this article. Adjournment of meeting. § 312, note. § 315. Upon the application of any person, or body corporate, aggrieved by any election held by any corporate body, the district court of the district in which such election is held must proceed forthwith to hear the allegations and proofs of the parties, or otherwise inquire into the matters of com- plaint, and thereupon eonlirm the election. Older a new one, or direct such other relief in the premises as accords with right and justice. Upon filing the petition, and before any further proceedings are had under this section, five days' notice of the hearing must be given, under the direction of the court or the judge thereof, to the adverse party, or those to be alfected thereby. (In eft'e'ct April 1, 1878.) [Above section has application only to elections which are by statute authorized to" be made by the stockholders, and does not include an ap- pointment made by directors to fill vacancies. " Election " distinguished from " appointment." Wickersham v. Brittan, 93 Cal. 34; s. c, 28 Pac. Rep. 792; 29 id. 51. A " corporate body " re- ferred to Is the corporation Itself, and not the board of directors. Id. The superior court has jurisdiction to entertain proceedings under sec- tion 312 and section 315 of tlie Civil Code. Id. Suit to set aside election of directors; staving action of director pending appeal. Dulin v. W. & C. Co., 98 Cal. 3U4; s. C, 33 I'ac. Rep. 123.] § 310. Any officer of a corporation who willfully gives a certificate, or willfully makes an official report, public notice, or entry in any of the records or books of the corporation, concerning the corporation or its business, which is false in any material representation, shall be liable for all the damages resulting therefrom to any person injured thereby; and if two or more officers unite or participate in the commission of any of the acts herein designated, they shall be jointly and severally liable. (In" effect July 1, 1874.) See Pen. C, §§ 558, 564. § 317. When all the stockholders or mem- bers of a corporation are present at any meeting, however called or notified, and sign a written consent thereto on the record of such meeting, the doings of such meeting are as valid as if had at a meeting legally called and noticed. § 318. The stockholders or members of such corporation, when so assembled, may elect officers to fill all vacancies then exist- ing, and may act upon such other business as might lawfiUly be transacted at regular meetings of the corporation. § 31f>. The meetings of the stockholders and board of directors of a corporation must be held at its office or principal place of business. Place of business may be changed. § 321(a^. § 320. When no jirovision is made in the by-laws for regular meetings of the directors and the mode of calling sjiecial meetings, all meetings must be called by special notice in 22 CALIFORNIA. Liability of stockholders, Civ. C, §§ o:il-322. ■oTitiugr. to be piveu to each director by the secretary, on the order of the president, or if tliere be uoue, ou the order of two directors. [Under this section. It is not required that no- tice of special meeting of directors should specify purpose of meeting. A notice tliat tlic meeting will l)e held, place where, and time when it will be held, will be sutllcieiit. Granger v. Mining Co., &;) Cal. G70. In absence of contrary proof, notice to directors of a meeting will l)e presumed, though not recited in the record of the meeting. Id.; Harding v. Vandewatcr, 40 Cal. 78. distin- guished. Each director must have special notice of regular meetings of board of directors, unless provision Is made in by-laws for such meetings. Thompson v. Williams, 76 Cal. 154; s. c, 18 Pac. Kep. 153.] § 321. Every corporation doing a banking business in tliis State must keep in its othce, in a place accessible to the stockholders, de- positors, and creditors thereof, and for their use. a book containing a list of all stock- holders in such corporation, and the number of shares of stoclc held by each; and every such corporation must kee]) posted in its othce, in a conspicuous jilace, accessible to the public generally, a notice signed by the president or secretary, showing: First. The names of the directors of such corporation. Second. The number and value of shares of stock held by each director. The entries on such book and such notice shall be made and posted within twenty-four hours after any transfer of stock, and shall be conclusive evidence against eacli director and stockliolder of the number of shares of stock held by each. The provisions of this section shall apply to all banking corpora- tions formed or existing before twelve o'clock, noon, of the day on which this Code took effect, as well as to those formed after such time. See Const, art. XII, §§ 5, 14; C. C, § 356. [Section referred to and construed. Chapman v. Doray, 89 Cal. 54; s. c. 26 Pac. Rep. 605.] § 32ia. Every corjioration that has been or may be created under the general laws of this State may change its principal place of business from one place to another in the same county, or from one city or county to another city or county within this State. Bef<»re such change is made, tlie consent, in Avriting, of the holders of two-thirds of the capital stock must be obtained and filed in the ofTice of the cori)oration. "When such consent is obtained and filed, notice of the inteiuled removal or change must l)e iiub- lislied. at least once a week, for three suc- cessive weeks, in some newspajier imblislied in the county Avherein said principal place of business is situated, if there is one pub- lished therein; if not, in a newspaper of an adjoining coimly. giving the name of the county or city wher(> it is situated, and that to which it is intended to remove it. See Const., art. XII, S ] I, and note. CHAPTER II. Corporate Stock. Art. I. Stock and stockholders. II. Assessments of stock. ARTICLE I. STOCK AND STOCKHOLDERS. Sec. 322. Liabilities of stockholders. They may be released, when. 32.3. Certilicates, bow and when issued. 324. Transfer of sliares. .325. Transfer of shares held by married women, etc. Dividends payable to married women. 326. Non-resident stockholders. Bonds. 327. Contract to relieve directors void. § 322. Each stockholder of a corporation is individually and personally liable for such portions of its debts and liabilities as the jimount of stock or shares OAvned by him bears to the whole of the subscribed capital stock or shares of the corporation, and for a like proportion only of each debt or claim iigaiust the corporation. Any creditor of the corporation may institute joint or several actions against any of its stockliolders for the proportion of his claim, payable by each, and in sucli action the court must ascertain the proportion of the claim or debt for which each defendant is liable, and a several judg- ment must be rendered against each, in con- formity therewitli. If any stockholder pays his proportion of any debt due from the cor- lioration, incurred while he was such stock- liolder, he is relieved from any further per- sonal liability for such debt; and if an action lias been brought against him upon stich debt, it shall be dismissed as to him. upon his i)aying the costs, or such pi-oiiovtion thereof as may be properly chargeable against him. The liability of each stock- holder is determined by the amount of stock or shares owned liy him at the time the debt or liability was incurred; and such liability is not released by any subsequent transfer of stock. The term stockholder, as used in this section, shall apply not only to such per- sons as appear by the books of the corpora- tion to be such, but also to every equitable owner of stock, although the same appear on the books in tlie name of another, and also to every person who has advanced tlio ir.stallments or purcliase money of stock in the name of a minor, so long as the latter remains a minor; and also to every guardian or other trustee who voluntarily invests any trust funds in the stock. Trust funds in tlie liands of a guardian or trustee sliall not be lialile under the provisions of this section by reason of any sucli investment, nor shall the person for Avliose benefit tlie investment is made be responsilile in respect to tliCstoi-k, until he becom(>s competent and able to con- trol the same; but the responsibility of the guardian or trustee making the investment shall continue until that period. Stock held as collateral security, or by a trustee, or in any otliei* representative cayiacity. does not make the liolder thereof a stockholder within the meaning of this section, except in the CALIFORXIA. 23 Certificates of stock, Civ. C, § 323. cases above mentioned, so as to charge bim witli any proportion of tlie debts or liabilities of the corporation; but the pledgor, or per- j,on or estate represented, is to be deemed the stockholder as respects such liability. In coiTOi'ations having no capital stock, each member is Individually and personally lia- ble for his proportion of its debts and lia- bilities, and similar actions may be brouglit against him, either alone or jointly with other members, to enforce such lial)ility as by this section may be brought against one or more stockliolders, and similar Judgments may be rendered. The liability of each stoclv- holder of a corporation formed tinder the laws of any otlier State or Territory of the United States, or of any foreign country, and doing business witliin tliis State, shall be the same as tlie lialtility of a stockholder of a corporation created under the Constitu- tion and laws of this State. See Const., art. XII, § 3. [In this State each principal is answerable, per- sonally, for his i)roportion of debts and liabilities of coinpany. Mining Co. v. Woodbury, 14 Cal. 2<>5. In California neither a strict or liberal con- struction is to be artopt(>d whore it will operate to defeat the obvious intent of the statute, but It should be reasonably construed. Id.; David- son V. Rankin, .'U Cal. oO.j. A subscriber for shares Is responsible as a stockholder, although he has not paid for his stock or received certifi- cate. A corporation may give a subscriber credit for his stock as for any other property. Certificates of stock are mere evidence of prop- ertv, which niav exist without certificates. Mit- chell V. Ki'ckman, (J4 Tnl. 117; s. c, 28 Pac. Rep. 110; In re Mining (Ni., 7 Saw. .30. Merely signing an agreement to take stock in an unincorporated company does not constitute one a stockholder after incorporation. R. R. Co. v. Hildreth, 53 Cal. 123. One who never accepts, but refuses to accept, any stock is not a stockholder, even though secre- tarv enters his name on the books as such. Mud- gett V. Ilorrell, .33 Cal. 25. Liability of stock- holder for corporate debts is primary and origi- nal, and not that of guarantor or surety. Mining Co. V. Woodhurv. 14 Cal. 205; Davidson v. Rankin, 34 id. 503; Young v. Rosenbaum, 39 id. 646; Bank V. Hill, 50 id. 107; Favmonville v. McCollough. Id. 2S5; Mitchell v. Beckman, 64 id. 117; s. c, 28 Pac. Rep. 110; Morrow v. Superior Court, 64 Cal. 3.83. Any legislation attempting to limit or postpone its lialiility. or make it secondar.v to that of the corporation, would be unconstitutional and void. (See Const., art. XTI. § .'{.) Sec, also, French v. Teschomacker, 24 ("al. 518; Larrabee v. Baldwin, 35 III. 155. The liability is not dependent or con- tingent ui)on the r(>covery against the corporation, nor is it an'ected b.v a suspension of the remedy against the co^ioration. Davidson v. Rankin, 34 Cal. 503; Young v. Rosenbaum, 3fl id. 646. In an action against stockholder, no defense that corpo- rate property which has been pl(>(lged to i)Iaintifr remains undisposed of. Bank v. Hill, supra. But a discharge of all or part of debt of corporation is pro tanto a discharge of the liability of stockhold- ers. Bank v. Pilaris, .5S Cal. 380. As between themselves, corporation As principal debtor, and stockholders are sureties or guarantors. I'rince v. Lynch, 38 Cal. 528. The action authorized b.v sec- tion 322 does not exclude the equitable remedy to enforce the pavment of unpaid assessments on stock. Harmon v. Page, 62 Cal. 448. But other- wise in case of mining corporations. In re Mining Co., 7 Saw. 30; s. c. 8 id. .366. A release of the cor- poration b.v the creditor releases stockholders. And where a creditor releases one stockholder from all personal liability, he thereb.v discharges corporation and other stockholders to same ex- tent. Prince v. Lynch, 38 Cal. 538. The com- plaint in an action to enforce liability of stock- holders for indebtedness of corporation must state ])roportion of stock owned by defendant at time debt was incurred bears to whole subscribed stock at that time, or facts from which such pro- portion may be deduced. Bidwell v. Babcock, 87 Cal. 20; s. c, 25 I'ac. Rep. 7.52. The liability of each stockholder to capital stock is several and not joint; therefore upon a creditor's bill b.v a .judgment creditor, it is not necessary that all stockholders should l>e made parties defendant. Baiues v. Babcock, 95 Cal. 582; s. c, 27 Pac. Rep. 6(4; 30 id. 776. The remedy given by section 322 is jiurely statutor.v, and furnishes to creditors of corporations additional security, by making stock- holders directl.v liable for their proportion of cor- porate debts, and was not intended to diminish assets of corporation b.v releasing stockholders from their indebtedness to the cori)oration on ac- count of unjiaid subscriptions for stock, and to take awa.v from the creditor the right to resort to a court of eipiity to compel its payment. Id. Action against stockholder to recover his pro- portion of a corporate debt in an action upon a contract. Kenned.v v. Bank, 97 C.-il. 93; s. c, 31 Pac. Rep. 846. It must be commenced within three years after liabilitv was created. Hunt v. AVard, 99 Cal. 012; s. c, 34 Pac. Rep. .3.3.5. Bank v. Steamship Co., 103 Cal. 594; s. c, .37 Pac. Rep. 499. Statute of limitations runs from date and not maturit.v of indebtedness. Hunt v. Ward, supra. Pledgee of stock not necessarily liable. Borland v. Bank, 99 Cal. 89; s. c., 33 Pac. Rep. 737. Action by judgment creditor to enforce unpaid subscription to stock; joinder of parties and cause of aetion held good. Ryan v. .Tacques, 103 Cal. 28(1; s. c, oi I'ac. Rep. 186. Re(iulsites and construction of plendings Id. Stockholders may have benefit of statute of this State imposing liabilit.v on stockholders for their respective proportions of the corporate debts, as against other stockholders in same corporation. Brown V. Merrill, ](i7 Cal. 446: s. c, 40 Pac. Rep. 557. Stockholders in this State are not jointl.v or severall.v llal)lo for corporate debts; but each stockholder has a several liabilit.v proportionately to amount of his stock; and when he has paid his portion of an.v debt, or of all corporate debts, he is free from all lialjility, and has no cause of action against an.v other stockholder for money so paid. Id. To enforce liability of stockholders, it is incumbent upon plaintiff to prove whole amount of stock outstanding to enable court to determine liabilitv. Knowles v. Sandercock, 107 Cal. 629; s. c, 4o Pac. Rep. 1047. What is sufficient proof of amount of stocli sub- scribed. Id. Stockholder who is a creditor of the corporation may sue other stockholders for their proportionate share of the liabilities. Id. Jurisdiction of court under above section. Orimwood v. Barrv, 118 Cal. 274; s. c, 50 Pac. Rep. 430.] § 323. All corporations for profit must is- sue certificates for stock when fully paid up, signed by the president and secretary, and uiay provide. In their by-laws, for issuing certificates prior to the full payment, under such i-estrictions and for such purposes as their by-laws may provide. [A corporation for profit may give credit to sub- scribers to its capital stock for stock: and may, by proper provisions in its by-laws, issue certificates to such stockholders prior to full payment for the stock. L. & W. Co. V. Herberger, 82 Cal. 603; s. c. 23 Pac. Rep. 134: Mitchell v. Beckman, 64 Cal. 117: s. c, 28 Pac. Rep. 110. Cancellation of unissued certificates of stock does not eflect cancellation of subscription, and such subscription cannot bo cancelled, even b.v order of board of directors, without unanimous consent of all stockholders, except for fraud or mistake. Fruit Co. v. Coon, 107 Cal. 447; s. c, 40 I'ac. Rep. .542. 24 CALIFORNIA. Shares of stock, Civ. C, §§ 324-326. Issuance of a certificate is not necessarily pre- liminary to ownership or asscssiibility of stock. Ut>scission of subscription to stock may be proved by circumstantial evidence. Burden of proof. Id.] § 324. (As amended March 2G, 1895.) When- ever the capital stoelc of any corporation is rtividcil into shares, and certificates tlierefor are issnod, sncli sliares of stock, except as lieroinafter provided, are personal property, and may be transferred by indorsement by the signatnre of the proprietor, his agent, attorney, or legal representative, and the de- livery of the certificate; but snch transfer is not valid, except as to tlie parties thei'eto, until the same is so entered upon the books of the corporation as to show the names of tlie parties by wliom and to wliom trans- ferred, the number of the certificate, the niunber or designation of the shares, and the date of the transfer; Provided, how- ever. That any corporation organized for, or engaged in the business of selling, distril>uting, supplying, or delivering water for irrigation purposes or for domestic use. may in its by-laws provide that water shall only be so sold, distributed, supplied, or delivered to owners of its capita] stock, and tliat such stock shall be appur- tenant to certain lands when the same are described in the certificate issued therefor; and Avlien such certificate shall be so issued, and a certified copy of such by-laws re- corded in tlie office of the county recorder in tlie county where such lands are situated, tlie shares of stock so located on any land sliall only be transferred with said lands, and shall pass as an appurtenance thereto. See § 3.54 (0). fEssenti.ils of a sale of shares of stock so as to transfer title thereto. Borland v. Bank, 99 Cal. SO: s. c, .*n P.nc. Rep. 7."?7. Except as between transferror and transferee, Transfer of shares of stock is not valid until en- tered upon books. Weston v. Mining Co.. .5 Cal. ISfi. But a transfer not so entered upon books is pood as to persons having actual notice of it. AVeston v. Mining Co., Cal. 42.5; Naglee v. Wharf Co.. 20 id. .53.S: Poo. v. TOlmore. .35 id. r..53; Parrott v. Byers, 40 id. 014; Winter v. Min- ing Co.. .5.3 id. 428. As between the parties, the certificate passes bv indorsement and deliverr. Brown v. Cns Light Co.. 5S Cal. 420. But it has boon expressly declared by the supreme court that certificates of stock are not negotiable securities in a coinnierclal sense. Atkins v. Gamble, 42 Cal. 90; Barstow v. Mining Co., 04 id. 3SS; s. c. 1 Pae. Bop. .'!40; Sherwood v. Mining Co.. 50 Cal. 412. The bona fide purchaser of a certificate from the apparont owner takes the same freed from the defect in the transferrer's title. Winter v. Mining Co.. .53 Cal. 428. The word " trustee " after the name of the transferrer is not notice of seeret equities. B.rewstor v. Sime. 42 Cal. 1.39; Thompson v. Toland. 48 id. 99. Mandamus ■will not lie to compel corporation to enter the transfer upon the eonipany's books. Sharehold- er's remedy is in damages for refusal. Kimball V. Water Co., 44 Cal. 173. But see Voo. v. Crockett, 9 id. 112: Sherwood v. Mining Co.. .50 id. 412. whore it seems to have been admitted that mandamus was the jiroper remedy. Arti- cles of complaint in such action. Edwards v. Bank. .59 Cal. 1.30. Foroltrn executor's indorse- ment and delivery of corlifioate entitlod trans- feroe to have transfer made on oompanv's books Brown v. C,as Bight Co.. .58 Cal. 42C,. "it is not sufllcient excuse for refusing to transfer stock that assignor was indebted to company unless com- pany had a lien upon the stock at time of 'trans- fer. I'eo. v. Crockett, 9 Cal. 112. A corporation may have a lion upon shares of a stookholder for hi.s' debt If by-laws so expressly provide. And whether such by-laws may be adopted depends upon charter. I'endergast v. Bank, 2 Saw. 108. In an action to determine ownership of stock, the corporation and purchaser with notice are proper parties defendant. Johnson v. Kirby. iJ West. Coast IJep. 482. Transfer by pledgee of stock, where dividends thereon have eqmiled their indebtedness, will be enjoined. Smith v. Mining Co., 14 Cal. 242. A by-law imposing a lien on stock, seeking to charge same therewith in hands of bona fide purchaser, is in conllict with above section, and not enforcible. Bank v. Bank, 63 Cal. 359; Water Co. V. Herberger, SJ id. 003; s. c, 23 I*ac. Kep. 184. Section 324 applied. Jennings v. Bank, 79 Cal. 331; s. c, 21 I'ac. Rep. 852; Tafltt v. li. R. Co., 84 Cal. 137; s. c, 24 I'ac. Rep. 436. One who contracts to purchase stock on a given day must take it at that day. If he fails to do so he is liable for purchase price and interest and assessment levied after his breach of the con- tract. Gay v. Dare, 103 Cal. 454; s. c, 37 I'ac. Kep. 466.] § 325. Shares of stock in corporations held or owned by a married woman may be trans- ferred by her, her agent or attorney, with- out the signature of her husband, in the same manner as if such married woman Avere a feme sole. All dividends payable upon any shares of stock of a corporation held by a married woman may be paid to such married woman, her agent or attorney, in the same manner as if she were unmarried, and it is not necessary for her husband to join in a receipt therefor; and any proxy or power given by a married woman touching any shares of stock of any corporation owned by her is valid and binding without the signature of her husband, the same as if she were unmarried. § 320. When the shares of stock in a cor- poration are owned by parties residing out of the State, the president, secretary, or di- rectors of the corporation, before entering any transfer of the shares on its books, or issuing a certificate therefor to tlie trans- feree, may require from the attorney or agent of the non-resident owner, or from the person claiming under the transfer, an affi- davit or other evidence that the non-resident owner was alive at the date of the trans- fer, and if such affidavit or other satisfactory evidence be not furnished, may require from the attorney, agent, or claimant a bond of indemnity, with two sureties, satisfactory to the officers of the corporation; or, if not so satisfactory, then one approved by a dis- trict judge, or the county judge of the cotmty in which the principal office of the corpora- tion is situated, conditioned to protect the corporation against any liability to the legal representatives of the owner of tlie shares, in case of his or liertlenlh before the trans- fer; and if such affidavit or other evidence or bond be not furnished when required, as herein provided, neither the corporation, nor any officer thereof, shall be liable for re- fusing to enter the transfer on the books of the corporation. (In effect .Tuly 1, 1874.) rstook owned by non-resident may be sold by his executor and the certificate indorsed bv the exec- CALIFORNIA. 25 Assessments of stock, Civ. C, §§ 327-333. utors entitles purchaser to a transfer of stock upon the books. Browu v. Gas Light Co., 58 Cal. 42G.] § 327. Any contract or contracts, verbal or written, lioreafter made, wliereby it is scjught directly or indirectly to relieve any director or trustee of any corporation or joint-stock association from any liability im- posed bj' section three of article XII of the Constitution of California, are hereby de- clared to be and shall be null and void. (In (>lfect April 12, 1880.) [Section referred to and construed. Silva v. Campbell, 84 Cal. 422; s. c. 24 I'ac. Rep. 310.] ARTICLE II. ASSESSMENTS OF STOCK. Sec. 331. Directors nia.v levy assessments. 3.32. Limitation. How levied. 333. Levy of as.sessment. Old assessment re- maining unpaid. 334. AVhat order shall contain. 335. Notice of assessment. Form. 336. Publication and service. 337. Delinquent notice. Form. 338. Contents of notice. 339. How published. 340. Jurisdiction acquired, how. 341. Sale to be by public auction. 342. Highest bidder to be the purchaser. 343. In licfault of bidders, corporation may purchase. 344. Disposition of stock purchased by cor- poration. 345. Extension of time of delinquent sale. 346. Assessments shall not be invalidated. 347. Action for recovery of stock, and limita- tion thereof. 348. Affidavits of publication. Affidavits of sale. To be filed. 349. "Waiver of sale. Action to recover as- sessment. § 331. The directors of any corporation formed or existing under the laws of this State, after one-fourth of its capital stock has been subscribed, may, for the purpose of paying expenses, conducting business, or paying debts, levy and collect assessments upon the subscribed capital stoclt thereof, in the manner and form, and to the extent, pro- vided herein. (In effect July 1, 1874.) [Corporations formed and existing under laws of this State may levy and collect assessments for corporate purposes on shares of stock upon which subscriptions have been fully paid. R. R. Co. V. Spreckles, 65 Cal. 193; s. c, 3 I'ac. Rep. 661, 802. An assessment by an electric-light com- pany for necessary repairs of its engine and ma- chinery should be clearly authorized by above section. Younglove v. Steinmau, 80 Cal. 375; s. c, 22 Pac. Rop. 189. Under our statutes, the only lien given to corporations for profit upon their subscribed capital stock, and which does not de- pend upon ijossession of certificate of stock, is to secure payment of assessments levied for the pur- pose of paying expenses, conducting business, and paying debts. Water Co. v. Herberger, 82 Cal. 603; s. c, 23 Pac. Rep. 134. Installments or " calls," referred to in above section, are not in- cluded in term " assessments " as used in the Constitution. Water Co. v. Superior Ct., 92 Cal. r.O; s. c, 28 Pac. Rep. 54. Stockholders' liability for unpaid assessments on corporate stock is founded on contract, and a .iustice's court has jurisdiction to enforce the same. Alpers v. Su- perior Ct., 3 M'est Coast Rep. 526. Where all stock is fully paid up it is assessable. Oreen v. Medical Co., 96 Cal. 322; s. c, 31 .Pac. Uep. ](iO. Assessments upon stock issued below par. Id. When, by consent of all stockholders, reserved stock is sold by corporation for less than its par value, it is to be considered as fully paid up stock. Id. A stockholder is liable to pay his subscription to stock according to its terms.' The full amounts may be called for at once, and it is not a necessary condition that directors should first have levied assessments upon the stock under the Code. Kolilcr V. Agassiz, 99 Cal. 9; s. c, 33 Pac. Kep. 741. Assignee of an insolvent corporation succeeds to all the rights of the corporation to enforce sub- scription to stock. Id. False relations of promoters of a corporation, ef- fect of. Water Co. v. Flash, 97 Cal. 610; s. c, 32 Pac. Kep. 600. Promoter defined. Fiduciary re- liition to corporation. Id.; Burbank v. Dennis, 101 Cal. 90; s. c, 35 Pac. Rep. 444. Fraudulent transaction by a promoter; corpora- tion may elect either to set aside transaction, or to recover jiromoter's secret profits. Id. Knowl- edge by directors of fraud or promoters is not knowledge to stockholders. Id. Subscription for stock of a corporation subsequently to be formed will sustain an action on its complete incorpora- tion, against subscribers to recover calls duly made upon the stock. San Joaquin, etc., Co. v. Beecher, 101 Cal. 71.); s. c, 35 Pac. Rep. 349. Ef- fect of organization upon executory contract to take stock. Id. Asses-sments ujjon stock levied by do facto officers are valid. Id. Under above section complaint in action to col- lect assessment on stock is defective where it fails to show that one-fourth of capital stock has been subscribed. Inv. Co. v. Merrill, 41 Pac. Rep. 487. In absence of any provision therefor, a corpora- tion cannot levy on its capital stock until «ifter full amount has been subscribed. Id. A corijoration cannot maintain action on sub- scription for a corporation to be formed for a different purpose. L. <& P. Co. v. Johnson, 41 Pac. Rep. 1016. Liability of stockholder who acquired his stock by purchase, and not by an original subscription. H. cV A. Works V. Houser, 41 Pac. Rep. 809.] § 332. No one assessment must exceed ten per cent, of the amount of the capital stock named in the articles of incorporation, ex- cept in the cases in this section otherwise provided for, as follows: 1. If the whole capital of a corporation has not been paid up, and the corporation is un- able to meet its liabilities or to satisfy the claims of its creditors, the assessment may be for the full amount unpaid upon the capital stock; or if a less amount is sufficient, then it may be for such a percentage as will raise that amount. 2. The directors of railroad corporations may assess the capital stock in installments of not more than ten i)er cent, per month, unless in the articles of incorporation it is otherwise provided. 3. The directors of fire or marine insurance corporations may assess such a percentage of the capital stock as they may deem proper. [Section referred to and applied. R. R. Co. v. Spreckles, 65 Cal. 194; s. c, 2 West Coast Rep. 7.52. 8.33; L. & P. Co. v. Johnson, 93 Cal. 5J9; s. c, 29 Pac. Rpp. 126. Action for as.sessments exceed- ing ten per cent, of stock; burden of proof; pre- sumption. Fniit Co. v. Coon, 107 Cal. 447; s. c, 40 Pac. Rep. 542.] § 333. No assessment must be levied while any portion of a previous one remains un- paid, unless: 1. The power of the corporatit)n has been 26 CALIFORXIA. Assessments of stock, Oiv. C, §§ 334-341. exercised in accordance with the provisions of this articU' ftir tlie purpose of collecting such previous assessment; 2. Tlie collection of the previous assess- ment has been enjoined; or, 3. The assessment falls within the pro- visions of either the first, second, or third subdivision of section three hundred and thirty-two. [Section rpfcrrod to and applied. R. R. Co. v. Spreokles, Go Cal. 194; s. c, 3 I'ac. Rep. 661, 802.] § 33-K Every order levying an assessment must specify the amount thereof, when, to wlioni. and where payal)le; fix a day, sub- secpient to the full term of publication of the assessment notice, on which the unpaid as- sessment shall be delinquent, not less than thirty nor more than sixty days from the time of making the order levying the assess- ment; and a day for the sale of delinquent stoclv, not less than fifteen nor more than sixty days from the day the stock is de- clared delinquent. § 335. Upon the making of the order, the secretary shall cause to be published a notice thereof, in the following form: (Name of coiporation in full. Location of principal place of business.) Notice is hereby given, that at a meeting of the directors, held on the (date), an assessment of (amount) per share was levied upon the capital stock of the corporation, payable (when, to whom, and where). Any stock upon which this assessment shall remain unpaid on the (day fixed), will be delinquent and advertised for sale at public auction, and, unless payment is made before, aaMII be sold on the (day ap- pointed), to pay the delinquent assessment, together with costs of advertising and ex- penses of sale. (Signature of seci'etary, and location of office.) [Assessment upon subscribed stock; statutory form of notice. San Joaquin, etc., Co. v. Beecher, 101 Cal. 70; s. c, 35 Pac. Rep. 349.] § 336. The notice must be personally served upon each stockholder, or, in lieu of personal service, must be sent through the mail, ad- dressed to each stockholder at his place of residence, if known, and if not known, at the place where the principal office of the corporation is situated, and be published once a week, for four successive weeks, in some newspaper of general circulation and devoted to the publication of general news, published at the place designated in the articles of incorporation as the principal place of business, and also in some news- paper pul)lished in the county in which the works of the corporation are situated, if a paper be published therein. If the works of the cori)oration are not Avithin a State or Ten-itory of the United States, publication in a paper of the place where they are situ- ated is not necessary. If there be no news- paper published at tlie place designated as the principal place of business of the cor- poration, tlien tlie publication must be made in some other news]»apcr of tlie county, if there be one, and if lliere be none, then in a newspaper publislicd in an adjoining county. (In effect July 1, 1874.) *§ 337, If any portion of the assessment mentioned in the notice lemains unpaid on the day specified therein for declaring the stock delinquent, the secretary must, unless otherwise ordered by the board of directors, cause to be published in the same papers in which the notice hereinbefore provided for shall have been published, a notice sub- stantially in the following form: (Name in full. Location of principal place of business.) Notice.— There is delinquent upon the foUoAving described stock, on ac- count of assessment levied on the (date), (and assessments levied previous thereto, if any), the seA'cral amounts set opposite the names of the respective shareholders, as folloAA's: (Names, number of certificate, number of shares, amount.) And in accord- ance with laAA' (and an order of tlie board of directors, made on the [date], if any such order shall have been made), so many shares of each parcel of such stock as may be neces- sary, will be sold, at the (particular place), on the (date), at (the hour) of such day, to pay delinquent assessments thereon, to- gether with costs of advertising and ex- penses of sale. (Name of secretary, with location of -office.) [Under above section, board of directors may order notice of sale of corporate stock for non- payment of assessment to be published in a news- paper otbor than that in which notice of assess- ment appeared. H. & A. Works v. Houser, 41 I'ac. Rep. 809.] S 338. The notice must specify every cer- tificate of stock, the number of shares it represents, and the amount due thereon, ex- cept where certificates may not have been issued to parties entitled thereto, in which case the number of shares and amount due thereon, together with the fact that the cer- tificates for such shares have not been issued, must be stated. § 339. The notice, when published in a daily paper, must be published for ten days, excluding Sundays and holidays, pre- vious to the day of sale. When published in a weekly paper, it must be published in each issue for tAvo weeks previous to the day of sale. The first publication of all delinquent sales must be at least fifteen days prior to the day of sale. § 340. By the publication of the notice, the corporation acquires jurisdiction to sell and convey a perfect title to all of the stock de- scribed in the notice of sale upon which any portion of the assessment or costs of adver- tising remains unpaid at the hour appointed for the sale, but must sell no more of such stock than is necessary to pay the assess- ments due and costs of sale. § 341. On the day, at the place, and at the time appointed in the notice of sale, the CALIFORXIA. 27 Assessments of stock, Civ. 0., §§ 343-349. secretary must, unless otherwise ordered by tlie directors, sell or cause to be sold at pub- lic auctiou, to the highest bidder for cash, so many shai'es of each parcel of the de- scribed stoclv as may be necessary to pay the assessment and cliarjrcs thereon, accord- ing to the terms of sjiU-; if jiayment is made before the time hxed for sale, tlic party pify- iug is only required to pay the actual cost of advertising, in addition to the assessment. § 342. The person offering at such sale to pay the assessment and costs for the smallest number of shares or fraction of a share is the highest bidder, and the stock piu'chased must be transferred to him on the stock-l>ooks of tlie corjioration. on the payment of The assessment and costs. § 343. If. at the sale of stock, no bidder offers tlie amount of the assessments, and costs, and clinrges due, the same may Ije bid in and purchased by the corporation, through the secretary, president, or any director thereof, at the amoimt of the assessments, costs, and cliarges due: and the amount of the assessments, costs, and charges must be credited as paid in full on the books of the corporation, and entry of tlie transfer of the stock to the cor]ioration must be made on the books thereof. While the stock remains the property of the corporation it is not assessable, nor must any dividends be de- clared thereon: but all assessments and dividends must be apportioned upon the stock held by the stockholders of the cor- poration. [The presumption Is th.at the corporation has none of Its stock to sell. M;inf. Co. v. Schafer, .57 Cal. .30G. Purchaso by a banking corporation of shares of its stock, though ultra vires, docs not extinguish the stock. Effect of such a transaction. Bank v. Wickersham. 99 Cal. 655; s. c. 34 Pac. P.ep. 444.] § 344. All purchases of its own stock made by any corporation vest the legal title to the same in tlie corporation; and the stock so purchased is lield subject to the control of the stockholders, who may make such dis- liosition of the same as they deem fit, in ac- cordance with the liy-laM's of the corporation or vote of a majority of all the remaining shares. AVhenever any portion of the capital stock of a corporation is held by tlie cor- poration by purchase, a majority of tlie re- maining shares is a majority of the stoclc for all purposes of election or voting on any question at a stockholders' meeting. [The stock purchased by a corporation under this section, at a sale for delinquent assessments. Is held subject to control of stockholders, and can- not be leyied on under an execution against the oorpnraiion. Robinson v. Mining Co., 72 Cal. 32; s. c. 13 Pac. Kcp. Go.] § 34."). The dates fixed in any notice of assessment or notice of delinquent sale, pub- lished according to the provisions hereof, may be extended from time to time for not more tlian thirty days, by order of tlie di- rectors, entered on the records of the coi*- poration; but no order extending the time for the performance of any act specified in any notice is effectual unless notice of such ex- tension or postponement is appended to and published Avith the notice to Avhich the order relates. § 346. No assessment is invalidated by a failure to make publication of the notices hereinbefore provided for, nor l)y tlie non- performance of any act reciuircd in onler to enforce the payment of the same; l)ut in case of any substantial error or omission in the course of proceedings for collection, all previous proceedings, except the levying of the assessment, are void, and publication must be begun anew. [An injunction will not Issue to restrain the sale of stock to satisfy a valid assessment thereon which had become delinriuent. merely beca\isc the notice of the sale was published for "an insufficient length of time, unless the stockholder has paid, or offered to pay, the amount of the assessment. Purham v. Manf. Co., 7G Cal. 2G; s. e., 17 I'ac. Rep. 939.] § 347. No action must be sustained to re- cover stock sold for delinquent assessments, upon the ground of irregularity in the as- sessment, irregularity or defect of the notice of s.ile, or defect or irregularity in the sale, unless the party seeking to maintain such action first pays or tenders to the corpor.a- tion, or the party holding the stock sold, the sum for which the same was sold, together witli all subsequent assessments which may have been paid thereon, and intei-est on such sums from the time they were paid; and no such action must be sustained unless the same is commenced by the filing of a com- plaint and the issuing of a summons thereon witliin six months after such sale was made. § 348. The puldication of notice required by this article may be proved by the affi- davit of the printer, foreman, or principal clerk of the newspaper in which the same was published; and the affidavit of the sec- retary or auctioneer is prima facie evidence of the time and place of sale, of the quantity and particular description of the stock sold, and to whom, and for Avhat price, and of the fact of the purchase money being paid. The affidavits must lie fihnl in the office of the corporation, and copies of the same, cer- tified by the secretary thereof, are prima facie evidence of the facts therein stated. Certificates signed by the secretary and un- der the seal of the corporation are prima facie evidence of the contents thereof. (In effect July 1, 1874.) § 349. On the day specified for declaring the stock delinquent, or at any time subse- quent thereto and liefore the sale of the de- linquent stock, tlie board of directors may elect to waive further proceedings under this chapter for the collection of delinquent as- sessments, or any part or portion thereof, and may elect to proceed b.v action to re- cover the amount of the assessment and tlie costs and expenses already incurred, or any part or portion thereof. [This section does not create, and was not In- tended to create, any personal liability for ns- 28 CALIFOKNIA. General powers, Civ. C, § 354 (l-o». sessments, unless from the terms of the subscrip- tion such linbilitv was incurred. In re Mining Co., 7 Saw. 30; s. c, 8 id. 36G. Power of directors to waive proceedings under above section, for sale of stock for nonpayment of assessments and sue to recover the assessment. Inv. Co. V. Merrill, 41 Pac. Kep. 487.] CHAPTER III. Corporate Powers. Art. I. General powers. II. Records. III. Kxinuination of corporations. IV. Judgment against and sale of corporate property. ARTICLE I. GENERAL POWERS. Sec. S'A. Powers of corporations. 3r>.">. Limitation of powers. S.'iO). P.anking expressly prohibited. 357. Misnomer does not invalidate instru- ment. ii'iS. Corporation to organize within one year. 359. Increasing and diminishing capital stock, how. 360. Corporations may acquire real property, and how much. 3G1. Consolidation of mining corporations. 362. Articles of incorporation, how amended. 363. Corporations to own property. 363. Correction of erroneous filing of cor- poration. § 3."4. Every corporation, as such, has power: 1. Of succession, by its corporate name, for the period limited; and when no period is limited, perpetually. Code limit, fifty years. C. C, § 290. [A corporation is recognized in law only by its corporate name. Curtiss v. Murry, 26 Cal. 633.] 2. To sue and be sued, in any court. Place where corporation may be sued. Const., art. XII, § 16. Judgment against and sale of cor- porate property. C. C, §§ 388-393. Service of summons. C. C. P., §§ 411, 412. Verification of pleading. Id., § 446. Receivers. Id., §§ 564 et seq. Actions for usurpations. Id., §§ 803 et seq. Crim- inal proceedings against corporation. Pen. C, §§ 1390-1.397. Existence of corporation cannot be questioned in private suit. § 358. [A corporation must be sued by its corporate name. Curtiss v. Murry, 26 Cal. 6:"?. If sev- eral persons associate and" form a corporation, they cannot be sued as individuals for debts of the corporation. Id. If the president of the corpora- tion signs, as president, a paper stating that per- son named therein has credit for a given sum for work done for corporation, the instrument itself does not constitute a cause of action against cor- poration or ag.'iinst persons comjjosing it. Id. The right of a member of an incorporated company to sue a corporation is undoubted. Barnstead v. Min- ing Co., 5 Cal. 299: Culbertson v. Wabash N. Co.. 4 McLean, 547. When corporation, on a proper demand from a stockholder, refuses to Institute ac- tion, stockholders may sue in their own names. Cogswell V. Hull, 39 Cal. 320. In an action by a stockholder in such cases, it is necessary to aver a demand and a refusal, without which the action will not be sustained. Id. General rule is. that an action against trustees for misappropriation of funds must be hrontrht in name of corporation. Id. In an action against trustees, an averment In complaint that the board is composed " nearly, if not entirely," of same persons who committed the wrong complained of, presents no Issuable fact, and is, therefore, bad pleading. Id. Right of stockholder to redeem corporate property which has been sold under execution. Wright v. Min- ing Co., 40 Cal. 20. A corporation whose original and only business is tiiat of mining by the hydraulic process, and of selling water to others to be used for like pur- pose, may be temporarily enjoined upon an ex- parte application without notice to it from de- positary discharging its mining debris in certain streams, or from selling its wiiter to others to be used for purpose of producing a like result. Canal Co. v. Superior Ct., 66 Cal. 311; s. c, 5 Pac. Rep. 490. Mortgagor of property who has dealt with mort- gagee as a corporation, estopped to deny its cor- porate capacity in action to foreclose the mort- ^'age. Bank v. Bovd, 99 Cal. 604; s. c, 34 Pac. Uep. .3.S7. Defense of ultra vires by a corporation is looked upon with disfavor by courts. Kennedy v. Bank, 101 Cal. 495; s. c, 35 I*ac. Rep. 1030. An averment of existence of de facto corporation is as issuable as an averment of the existence of a corporation de jure. Martin v. Deetz, 102 Cal. 55: s. c, 36 Pac. Rep. 368. In an action by stockholder, on behalf of himself and other stockholders, for damages for injury to corporation, and for an accounting, a finding, with admission of plaintiff, that a demand upon the corporation to bring the action and its re- fusal to do so were simulated, and not in good faith, nrgative right of plaintiff to maintain the action. Morrison v. Stone, 103 Cal. 94; 6. c, 37 Pac. Rep. 142. Fact that judge is a first cousin by marriage to a stockholder does not disqualify him to decide a case in which the corporation is interested. Robinson v. S. P. Co., 105 Cal. 526; s. c, 38 Pac. Rep. 94, 722.] 3. To make and use a common seal, and alter the same at pleasure. [A conveyance of real property by a corporation must be under its corporate seal. It may alter its seal at pleasure, and may adopt as its own the pri- vate seal of an individual, but in latter case the seal adopted must be used as that of the corpo- ration. Richardson v. W. & M. Co., 22 Cal. 150. If to a deed, purporting to be that of the corpo- ration, a seal be affixed as that of the individual agent who signs it, such seal cannot be treated as that of the corporation. A declaration in the instrument that the seal is affixed as that of the agent is conclusive of its character and eftect. Id. It is not necessary to state in the conveyance by the corporation tliat the seal used is that of the corporation. This fact may, in the absence of any declaration to the contrary, be presumed from the language of the conveyance or proved by evidence aliunde. Id. When common seal of cor- poration is afHxed to an instrument in writing, purporting to be executed by it, and signatures of proper officers are affixed to it and proved, courts will presume that officers did not exceed tlieir authority, and the seal itself is i)rima facie evidence that it was affixed by propor authority. Association v. Bustamente, .52 Cal. 102. It is 'veil settled in the T'nited States, contrary to the com- mon law doctrine, that a corporation may make a contract witliout a seal. Bank v. Patterson. 7 Cranch, 299; Fleckner v. Bank. 8 Wheat. .3.38; 12 Cal. 64. And that corporations may appoint agents bv resolution or vote without corporate seal. Osborn v. Bank, 9 Wlieat. 738. A deed, without the corporate seal, purporting to liave been exe- cuted on behalf of a corporation by its board of trnstiH's, is inadmissible as evidence witliout first showing their autliority to execute the sanie. The recital of such authority in the deed is not evi- dence. Gashwiler v. Willis, 33 Cal. 11. Whether this rule would be dllTerent when the regularly adopted corporate seal is shown by competent proof to be affixed to deed, not dc»cided. Id. One claiming under a quitclaim deed, without a seal executed by a corporation, need not show that it was executed under order of directors, unloss actual fraud is sliown. Fudickar v. Irr. Dist., 41 Pac. Rep. 1024.] CALIFORNIA. 29 General powers, Civ. C, § 354 (4-8). 4. To purchase, hold, and convey such i-eal | and personal estate as the purposes of the corporation may require, not exceeding the amount limited in this part. Eminent domain. Const., art. I, § 14; art. XII, § S. Real estate not to be held more than five yoars. Id., § 0. How mnch may be acquired. C C, § .^60. Artifles must be filed in counties where property is owned. C. C, § 2!)9. [Ownership of property Is not essential to ex- istence of a corporation, nor is corporation dis- solved by sale of its property. Sullivan v. Min- ing ("o., "39 Cal. 4.")9. A corporation may sell all its property for a corporate or lawful purpose. And the jtower to sell and convey is as broad as the power to purcliase and hold, and is granted on the same terms. Ditch Co. v. Zellerbach, 37 Cal. .">SS; Peo. V. rollege. 3S Id. IGO. Power to sell and convey corporate propert.v can be con- ferred only by the board of trustees assem- bled and acting as such. The board may confer tills power U110I1 themselves as individual trustees. or upon any other person or persons. Gashwiler V. AVillis. 33 Cal. 12. The president, as such, has no authority to buy or sell real estate in the cor- porate name. Bliss v. C. «.V: I. Co., 3 West Coast Rei>. ->-l. Where a conveyance purpoi-ting to be exe- ci'ted by a corporation bears corporate seal ap- parently atflxed by the custodian thereof, and signatt'Ves of officers are proved, the presumption is that such conveyance was executed by regular and proper authoritv. McCracken v. San Fran- cisco. K! Cal, 639; Ditch Co. v. Zellerbach, 37 id. 543. ,i98. It must be presumed, as against third parties, tliat a corporation liad pfiwer to purchase and hold land conveved bv deed. Pank v. Staples, 98 Cal. ISO; s. c, .•{2 Pac. Uep. 9.36. Dedication l)y railroad company of a portion of Its land as a liiirhwav for jiublic use is not ultra Tires. Peo. v. U. u! Co., 98 Cal. 66o; s. c, 33 Pac. Rep. 728. If grantor of a deed is in fact a corporation and the corporate seal is affixed thereto, a statement in the deed that it is incorpornteil is not essential. L. i^: W. Co. v. Swartz, 99 Cal. 278: s. c, 33 Pac. Rep. 878. President, being empowered to do a general business for the cornoration, may lease premises for its use, and bind it for rent under provisions of the lease. ITawlev v. Paving Co., 106 Cal. 3.37; s. c. .39 Pac. Rep. 6(i9. Domestic corporation, having expressly as- sumed a mortgage of a foreign corporation, is es- topped to denv its va'i'iitv. Alvord v. Gold Co., 106 Cal, 547; s, c, 40 Pac. Rep, 27.] ii. To appoint such subordinate officers or ajrents as tlie l)usinoss of tlie corporation may reciuii'o, and to :illow tlicm suitable . compensation. | [The authority of an .oeent to rnake a contract | may be inferred from his admitted relations to tlie corf)oration. or from its coi-r«e of business. Crowley V. Mi'i'Ug Co.. ."> Cal. 273: Pixley v. R. R. Co.. 3.'{ id. 1!)2. Appointnient of an agent may be either by jireviotis authority, or bv subseouent ratitication bv the corporation. Forbes v. Turn- pike Co.. .".0 Cal. 340: Seeley v. San ,Iose, etc., Co., ; 59 id. 22: Pixley v, R. R. Co.. supra. Rut con- tracts of asents cannot be ratified if they are such as couhl not originallv liave been authorized, i Pixley V. R. R. Co., .33 Cal. 183: Wallace v. San Jose, 29 id. ISO. Torporate existence must pre- cede apixiintmcnt of agent. Kelly v. Ruble, 3 West Coast Rep. 737. A coriiorntion must act through officers and agents, and wh;it it may do' itself it may do throueh them. McKiernan v. I.enzen, 56 Cal. 61. Power of president of corporation to carrv on its business and manage its finance. Seeley v. San .lose, etc., Co.. .59 Cal. 22. Presi- dent of a corporation, who is also a stockholder ; is, in absence of any usage of the company to the contrary, entitled to compensation for his services as president. If rate is not fixed by contract, he is entitleil to what his services are reasonably worth. Rosborough v. Canal Co., 22 Cal. .5,56, Where officer is elected for one year, with compen- sation at a certain sum per month, statute of limitations does not begin to run against any portion of his claim for salar.v until end of year. Id. In an action by director to recover on (juantum meruit for services rendered, a by-law of company providing that directors should receive no compensation for services as such, except expenses, was relevant and admissible in evi- dence. Barstow v. R. U. Co., 42 Cal, 465. Di- rector allowed to recover for services as superin- tendent. Xeall v. Hill, 16 Cal. 14.5. Officers and agents, not directors, are entitled to recovr-r on a quantum meruit, where no price is stipulated, Fraylor v. Mining Co.. 17 Cal. 594; Bee v. R. R, Co., 46 id. 2-IS. The power of removal of private or ministerial officers of a private corporation be- longs to the corporation alone. Courts cannot re- move such oflicers, Neall v. Hill, 16 Cal, 14.5. The aid of courts can be invoked only as against such officers as are intrusted with management of affairs of the corporation, and as against these, the remedy is in law and not in equit.v. Id. Private corporations, with regard "to appoint- ment of agents and making contracts, are upon same footing as natural persons, unless limited to some particular mode bv their charter, Carev v. Petroleum Co., .33 Cal. 696. Fraudulent concealment by bookkeeper binding upon corporation. Stockton, etc.. Works v. Ins. Co., 98 Cal, 5.57; s. c, 33 Pac, Rep. 6.33. Extra compensation allowed to secretary, pre- sumption that he performed extra services, Zel- lerbach V, Alleuberg, 99 Cal. 57; s. c, 33 I'ac. Rep. 786. Powers of general managing agent, Greig v. Riordan, 99 Cal. 316; s. c, 33 Pac, Rep. 913.] G. To make by-laws, not inconsistent with <'inj- existing- law, for the management of its property, the regulation of its affairs, and for the transfer of its stock. See C. C, § 301, note. [Transfer of shares of capital stock of a cor- poration by owner tliereof to a Ijona fide pur- chaser for vahie, vests title in sucli transferee free of equities between seller and the corporation of which purchaser was ignorant at tiine of trans- fer, though provided for by a by-law of the cor- poration. Existence of such b.v-law is not enough to charge purchaser witli notice, I'ower of cor- porations to make by-laws for transfer of their stock does not include power to create liens thereon, affecting purchasers for value without notice. Bank v. Bank, 63 Cal, 359.] 7, To adiuit stoclvholders or members, and to sell their stock or shares for the payment of assessments or installments. See C. C, §§ 3.31 et scq, S. To enter into any obligations or con- tracts essential to the tran.saction of its ordinary affairs, or for the purposes of the corporation. See subd. 4, ante, as to real estate contracts. [Corporations may borrow money to carry on business for which they were created, an5. , , ^ ,i, i Promissory notes executed by secretary without autlioritv of directors, not binding on corporation. Paulv V." Paulv. KtT Cal. 8; s. c. 4(» Pac. Uep. 29. A eorporation must account for benetits received under an ultra vires contract, witliout Interest on the amount found due. Fruit Co. v. Coon, 107 Cal. 447: s. c. 4(i Pac. U.-p. .'.42. Fact that town corporations have same directors does r.ot prevent them from being different cor- porations, with right to contract with each other. [Powers In ueinTnl.— Corporations are bound to follow strictly the letter of their by-laws, and can exercise no power, unless granted to them, or nbsolutelv necessary to carry out the itower so graivted. Sinith v. Morse. 2 Cal. .".24: Smith v. Flour Mills Co.. fi id. 1: Neall v. Hill. K! id. 145; .Vrgenti v. San Francisco, id. 255; Ditch Co. v. Zellcrl.ach. 37 id. 543: Peo. v. College, 88 id. 16fi,: Vandall v. Dock Co., 40 id. 8:5; Turnpike Co. v. 111., m V. S. R3: Huntington v. Rank. id. .SSS: Fer- tilizing Co. v. Hyde Park, 97 id. 006. Mode of exercising exi)resse(l i)owers is detf^rmined by statute: incidental powers may be exercised by officers and agents. Smith v. Flour Mills Co.. 6 Cal. 1: AVater Co. v. Pluming Co.. 22 id. 029; Carey v. Petroleum Co., 33 id. 090. One corpora- tion may take stock in another. Evans v. Bailey, 4 West Coast Uep. 427. General subject of " ultra vires " discussed. r>itch Co. v. Zellerbach, supra. One railroad corporation has power, upon a suffi- cient consideration, to guarantee payment of bonds of another. Low v. R. R. Co.. .52 Cal. .53. A cor- poration has capacity to enter into any obligation or contract essential for its purpose, and for the transaction of its orUinai-y affairs; and, where power to contr.'ict exists. It may be exercised by the corporation or its agents, in the same wav as a natural person can contract, unless restrained by charter to some particular mode of contracting. >icKiernan v. Lenzen. .50 Cal. 01. Powers in gen- eral of corporations di.scussed. AYater-AVorks v. Schottler, 02 Cal. 104. Section .304 construed. Un- derhili v. Santa Barbara, etc., Co., 93 Cal. 309; s. c, 28 Pac. Rep. 1049. An assignment of an account due to a corpora- tion is sufficient if made by secretary or managing agent with general authority. Tuller v. Arnold, 9S Cal. .522: s. c. 33 Pac. Rep. 445. Corporation which engages in business of inn- keeiiing cannot plead that Its acts as such are ultra vires. Magee v. Iniprov. Co., 98 Cal. 678; s. c, :!3 Pac. Rep. 772. Purchase by a banking corporation of shares of its capital stock, though ultra vires, does not extinguish the stock. ElTect of such a transac- tion. B.-ink V. AVickersbam. 99 Cnl. 0.55; s. c, .34 Pac. Retj). 444. Nation.-il bank, may take shares In any corporation as collateral security. Ken- nedy V. Bank, 101 Cal. 495; s. c, 33 Pac. Rep. 10,"9. Defense of ultra vires by a corporation is lix.ked upon with disfavor by courts. Id. Lease of municipal franchise for electric light and gas j)urposes to third p:irty held to be ultra vires and void as ag.-iinst public policy. I^ight Co. v. Sims, 104 Cal. 320; s. c, 37 Pac. Rep. 1042. President has aulhorit.v to employ an attorney for the corporation. Streeten v. Robinson, 102 Cal. .542; s. c, ,30 Pac. Rep. 940. Under certain circumstances, a physiciiin. Fraser v. Bridge Co., 103 Cal. 79; s. c. 30 Cal. 10:!7. One private corporation has no implied author- ity to invest in shares of another. Knowles v. Sandercock, 107 Cal. 029; s. c, 40 Pac. Rep. 111.] § .'?."»."). In addition to tlio powers enumerated in the prccodinf; section, and to those ex- pressly {.'iven in that title of this part under which it is inooriiorated, no corporation shall possess or exercise any corporate pow- ers, except such as are necessary to the exercise of the powers so enumerated and given. [Section construed. AVatcr-Works v. Schottler, 02 Cal. 104.] § .S.")(). No corporation shall create or issue bills, notes, or other evidences of debt, ui)on loans or otherwise, for circulation as money. A'iolation of this section is a crime. Const., art. XII, § 5; Pen. C, § 048. But corporation may execute negotiable instrument.s. § .354 (8), note. § 3r)7. The misnomer of a corporation in any Avritten instrument doi^ not invalidate the instrument, if it can be reasonably as- certained from it what corporation is in- teuded. [Misnomer of corporation in an indictment; when not a fatal variance. Peo. v. I'ottcr, 35 Cal. 110. An assessment against a corporation is not invalid because of a slight discreiiancy in the cor)(orate name on the assessment-roll. Peo. V. Mining Co., .39 Cal. 511. Section applierl and construed. T'nderhill v. Santa liarbara. etc., Co., 93 Cal. 314; s. c. 28 I'ac. Rei). 1049.] § 3.58. If a corporation does not organize and commence the transaction of its business or the construction of its works within one year from the date of its incoriioration, its coriiorate powers cease. The due incorpora- tion of any company, claiming in good faith to be a corporation under tliis part, and doing business as such, or its right to ex- ercise corporate iiowers, shall not be in- quired into, collaterally, in any ])rivate suit to which such de facto corporation may be a party; but such inquiry may be had at the suit of the State on information of the attorney-general. See § 334 (2), note. Street railway companies must commence in one year; railroads in two years. [Question discussed as to what is the commence- ment of transaction of corporate business within one year from time of filing certificat(>. Peo. v. R. R. Co., 45 Cal. 300. If a franchise is granted to construct a street railroad within a certain time, with condition that if iirovisio'ns of act are not con)i)licd with franchise sliall ho forfeited, failure to lay tracks within time limited works forfeiture of the right without a .iudgment at suit of State declaring forfeiture, and legislature may confer the franchise upon any other com- pany or ))erson. R. R. Co. v. R. R. Co., 45 Cal. 3(>5. An inquiry as to right of company to act as a corporation can only be had .-it suit of State on information by attorney-general. Rondell y. Fay, 32 Cal. 354. The irregularity or noii-|>erformance of acts relating to organization of c(u-poration can onl.v be investigated in a direct j>roceeding In- stituted by State for that purpose and not in a collater.-il .-iction. AVater-AVorks v. S.-in Francisco, 22 <'al. 441. Above section applied. Road Co. V. Supervis(.rs. 04 Cal. 09: s. c, 28 I'ac. Rej). 496; Peo. V. Stanford. 77 Cal. 372; s. c, IS I'ac. Rep. 85; 19 id. 093; Ditch Co. v. Crane, 80 Cal. 186; s. c, 22 Pac. Rep. 76; M. & M. Co. v. Mach. AA'orks, 82 Cal. 180; s. c, 23 I'ac. Rep. 45.] § 359. (As amended March 23, 1893.) No corporation shall issue stocks or bonds ex- cept for money paid, laljor done, or property CALIFORXIA. 31 Increase or decrease of stock; real estate, Civ. C, §§ 360, 361. actually received, and all fictitious increase of stock or indebtedness is void. Every cor- Ijoratiou may increase or diminish its capital stock, create or increase its l)()n(lc(l in(lt'l)ted- ness, subject to tlio followiiiu provisions: First. The capital stock of a corporation may 1»e increased or diminished at a meet- ing of the stockholders by a vote represent- ing at least two-thirds of tlie snljscribed capital stock; such meeting must be called by tlie l)oard of directors, and notice must be given by pulilication in a newspaper pulv lished in tlie county where the principal place of business of such corporation is lo- cated, or if lliere be none pid)lislied in said county, then in a newspaper published in an adjoining comity, sucli paper to be desig- nated by tlie board of directors in the order calling the meeting. Second. The notice must s])ecify the ob- ject t)f the meeting, and the amount to which it is proposed to increase or diminish tlie capital stock, the time and place of holding the meeting, AA'hich latter must be at the princijial ]ilace of business of the corpora- tion, and at the building where the board of directors usually meet. The notice herein provided must l)e published once a week for at least sixty days. The capital stoclc can- not be diminished to an amount less than the indelitedness of the corporation. Third. The bonded indebtedness of a cor- poration may lie created or increased by a vote of the stockholders representing at least two-thirds of the subscribed capital stock at a meeting called by the board of directors, and after notice of the time and place of the meeting, publislied in the same manner and for the time al)ove prescribed, which notice shall state the amount of the 1>onded in- debtedness which it is proposed to create, or the amount to which it is proposed to in- crease such indebtedness, and shall in all other respects contain the same matters as are above provided and set forth in the notice of a meeting to increase or diminish the caijital stock. Fourtli. In addition to the notice by pub- lication, the secTetary of the corporation shall also address a notice to each of the stockholders whose name appears on the company's books as sufficiently addressed at his place of residence if known, and if not known, then at the ]irinci)>nl i)lace of liusi- ness of the corporation, which notice shall be mailed to such stockholders at least thirty days before the day appointed for such meet- ing. And upon such increase or diminution of the capital stock or creation or increase of b(>nded indebtedness being made as herein provided, a certificate must he signed by the chairman and secretary of the meeting and a majority of the directors, showing a com- pliance with the requirements of this sec- tion, the amount to wliicli the capital stock has lieen increased or diminished, or the amount of ihe bonded indebtedness created or to which the bonded Indebtedness may have been iiu-reased, and the amount of stock represented at the meeting, and the whole vote by which the object was accom- plished. The certificate must be filed in the office of the clerk of the county where the original articles of incorporation are filed, and a certified copy thereof in the office of the secretary of State; and thereupon the capital stock shall be so increased or dimin- ished, or the bonded indebtedness may be created or increased accordingly. When the liy-laws of the corporation prescribe the pa- per in which notice of meeting is to be pub- lished, the notices herein provided for shall lie published in such paper, unless publica- tion thereof shall have ceased. Above section before amended was annulled as being in conflict with Const., art. XII, § 11. Ewing v. Mining, 59 Cal. 649. [By tbe capital stock, the statnte intends the capital of the corporation on which it transacts business, whether such capital consists of money, property or other valuable commodities. In no other sense could the terms " capital stock of the company," as employed in this section, have any significance. Martin v. Zellerbach, 38 Cal. ."JOO. An increase of capital stock of a corporation, and the issuing of additional shares, to be sold at a price less than the nominal pur value of the stock, to suppl.v a fund actually required for the use of the corporation, is not a " fictitious in- crease of stock." within meaning of art. XII, § 11 of the Constitution. Stein v. How, 65 Cal. 616; s. c, 4 Pac. Kep. 662. This section must be constru>^d as rendering void certificate of stock issued upon credit, and not as rendering void a condition as to the pa.v- ment of a non-negotiable note given therefor. Jef- ferson V. Hewitt, 103 Cal. 624; s. c, 37 Pac. Rep. 638. Persons receiving stock in violation of above section do not become stockholders. Kellermau v. Maire, 48 Pac. Rep. 377.] § 3G0. No corporation shall acquire or hold any more real property than may be reason- ably necessary for the transaction of its business, or the construction of its works, except as otherwise specially provided. A corporation may acquire real property, as provided in title VII, part III, Code of Civil Procedure, Avhen needed for any of the uses and purposes mentioned in said title (sec- tions 1237-1263). (In effect July 1, 1874.) Right of eminent domain. Const., art. I. § 14; art. XII, § 8. Prop'erty not to be held more than five years. Id., § 9. Power to hold property. 0. C, § 354 (4). >§§ 12.37-12a^. C. C. P., relate to con- demnation proceedings and are omitted.) Articles to be filed where corporation owns property. C. C, § 299. [The power of a corporation by the law under which it is created, to purchase a partlc\ilar character of property cannot be questioned in an action between it and another corporation or per- son. It is a question between the corporation and the State, to be determined in a proceeding by the latter for a forfeiture. Telegraph (. o. v. Telegraph Co.. 22 Cal. 398; Water Co. v. Fluming Co., id. 621; Mining Co. v. Clarkin. 14 id. 545. A corporation has no more right to purchase an equitalile estate for an unauthorized purpose, than to purchase a legal estate for the same purpose. Coleman v. San Rafael, etc., Co., 49 Cal. 517.] § 301. It shall be lawful for two or more corporations formed, or that may hereafter 32 CALIFOR^^IA. Consolidation of mining corporations; amendment of articles. Civ. C, §§ 362, 363. be formed, under the laws of this state, for mining purposes, which own or possess miu- inir claims or lands adjoining each other, or lyin.ir in the same vicinity, to consolidate their capital stock, dehts, property, assets, and franchises in such manner and upon such terms as may be agreed upon by the respective boards of directors or trustees of such companies so desirinjr to consolidate their interests; but no such consolidation shall take place without the written consent of the stockholders representinj; two-thirds of the capital stortificate, and after at least ten days' pub- lic notice, a meeting of the stoclcholders of all of said companies so consolidated, to elect a board of trustees or directors for the consolidated company for the year thence next ensuinjr. The said certificate shall also contain all the requirements prescribed by section two hundred and ninetv of said Civil Code. This act shall apply to all corporations formed under the laws of this State, whether formed under the said Civil Code, or prior tliereto. fin effect March 20, 1876.) § 362. fAs amended March 11, 1S03.) Any corporation may amend its articles of asso- ciafion or certificate of incorporation by a ma.iorit.v vote of its board of directors or trustees, and b.v a vote or written assent of the stockholders representiuir at least two- thirds of the subscribed capital stock of such corporation, and a copv of the said articles of association or certificate of incor- poration, as thus amended, duly certified to be correct by the president and secretar.v of the board of directors or trustees of such corporation, shall be filed in the office or offices where the original or certificate of in- corporation are required b.v this Code to be filed; and from the time of so filinjr such copy of the amended articles of association or certificate of incorporation, such corpora- tion shall have the same powers, and it and the stockholders thereof shall thereafter be sub.iect to the same liabilities as if such anKMidment had been embraced in the orig- inal articles or certificate of incorporation; Provided, That the time of the existence of such corporation shall not be b.v such amend- ment extended beyond the time fixed in the original articles or certificate of incorpora- tion; Provided further. That such original and amended articles or certificate of incor- iwration shall together contain all the matters and things requinnl under which the original articles of association or certificate of incorporation were executed and filed; .\nd provided further. That nothing herein contained shall be construed to cure or amend any defect existing in any original certificate of incorporation heretofore filed, b.v reason that such certificate does not set fortli the matters required to make the same valid as a certificate of incorporation at the time of its filing; And also provided. That if the assent of two-thirds of the said stock- lioldei's to such amendment has not been ob- tained, that a notice of the intention to make the amendment shall first be advertised for thirty (30) days in some newspaper pub- lished in the town or count.v. or city and county, in which the principal place of busi- ness of the association or corporation is lo- cated, before the filing of the proposed amendment; And provided also. That noth- ing in this section shall be construed to authorize any corporation to diminish its capital stock. § 363. By a imanimous vote of all the di- rectors at any regular meetin.g. an.v corpora- tion existing or hereafter to be formed under the laws of this State, may acquire and hold the lots and building on and in which its business is carried on, and may improve the same to any extent required for the con- venient transaction of its business. § 2. This act shall take effect immediately. (Approved :\larcli r,, ISSO.) § 363. Wlien articles of incorporation have been prepared, subscribed, and executed in accordance witli the provisions of sections two hundred and ninety and two hundred and ninety-two of the Civil Code, and such original articles filed by error or inadvert- ence with the clerk of a county otiier than that named in the articles of incorporation ns the count.v in ■w'hicli the princinal place of business is to be transacted, and tlie secre- tary of State shall have issued a certificate of incorporation based on a certified copy of such orisrinal articles of incorporation, any stockholder or director of siich corporation may petition the superior court of the comit.v in which said oriainal articles of incorpora- tion were filed for an order to withdraw such oiMginal articles of incorporation, and file in i)]ace thereof a certified copy of the coi).v thereof on file in the office of the sec- retar.v of State. Such i)etition must be veri- fied, and must state clearl.v the facts, show- insr that such articles of incorporation were filed by inadvertence and mistake; and notice CALIFOEXIA. 33 Records; examination of corporations, Civ. C, §§ 377, 378, 382, 383. of the hearing of said petition must be given for at least ten days before the day of liearing, by publication in a newspaper pub- lished in the county where such petition is filed. Upon the day set for hearing the petition the superior court may grant an order allowing such original articles of in- corporation to be withdrawn, and a certified copy of the copy in the office of the secretary of State in the place thereof filed; and the original articles of incoi-poration must be filed within ten days thereafter in the comity in which the principal place of business is to be transacted, as stated in such articles of incorporation, and a certified copy of the order allowing such action must be filed with the certified copy in the office of the secretary of State, after which said corpora- tion shall be entitled to all rights and priv- ileges of a private corporation, and the title to any property it may have previously ac- quired shall not be affected by reason of the failure to file the original articles of in- corporation in the first instance. § 2. All acts and parts of acts in conflict with this act are hereby repealed. S .S. This act sliall take effect immediately. (Approved March 19. 18S9.) AKTICLE 11. RECORDS. Sec. 377. Records — of what, and how kept. 378. Other reeords to be kept by corporations for profit, and others. § 377. All corporations for profit are re- quired to keep a record of all their business transactions; a journal of all meetings of their directors, members, or stockholders, with the time and place of holding the same, whether regular or special, and if special, its object, how authorized, and the notice thereof given. The record must embrace evei-j' act done or ordered to be done: who were present, and who absent: and, if re- quested by any director, member, or stock- holder, the time sliall be noted when he entered the meeting or obtained leave of ab- sence therefrom. On a similar request, the ayes and noes must be taken on any propo- sition, and a record thereof made. On similar request, the protest of any director, moniber, or stockholder, to any action or pro- posed action, must be entered in full — all such records to be open to the inspection of any director, member, stoclcholder, or cred- itor of the corporation. See Const., art. XII, § 14; Pen. C, §§ oGo, 569. Legislature may examine reeords. C. C, § .383. Banking corporation must keep certain records. 0. C, § 321. [The acts of directors of n corporation, ordered to be entered of record, but which secretary, by neglect or mistake, does not enter, may be proved by parol testimony. Homestead Assn. v. Wil- liams. .^0 Cal. 3.">.'i. Also, if corporation, for rea- sons deemed sufficient by it, postpones formal entry of acts of board of directors, they may be proved by parol testimony. Id. A corporation may introduce parol evidence to show that a resolution of its board of trustees, spread upon the minutes of its proceedings, does not express correctly the proposition which was voted bv the board. Mining Co. v. Gllson, 51 Cal. 341. A vote of board of directors may be presumed from its acts, though there is no proof of such vote on the corporate record. Pixley v. R. R. Co., 33 Cal. 184. Refusal to allow a stockholder to inspect its account-books not suflicient to entitle him to maintain an action for dls.solution of the corpora- tion. Burhara v. Manf. Co., 76 Cal. 24; s. c. 17 Pac. Rep. J>40. Transactions of board of directors should be recorded. Mining Co. v. .Mining C."i>.. 78 Cal. 633; s. c, 21 Pac. Rep. 373. Section applied. Salfleld V. L. I. & R. Co., 94 Cal. 549; s. c. 29 Pac. Rep. 1105.] § 378. In addition to the records required to be kept by the preceding section, corpora- tions for profit must keep a book, to be known as the " Stock and Transfer Book," in which must be kept a record of all stock; the names of the stockholders or members, alphabetically arranged; installments paid or unpaid; assessments levied and paid or unpaid; a statement of every alienation, sale, or transfer of stock made, the date thereof, and by and to whom; and all such other records as the by-laws prescribe. Corpora- tions for religious and benevolent purposes must provide in their by-laws for such records to be kept as may be necessary. Such stock and transfer book must be kept open to the inspection of any stockholder, member, or creditor. See preceding section and notes. ARTICLE III. EXAMINATION OF CORPORA- TIONS, ETC. Sec. 382. Examination into affairs of corporations, how made by officers of State. 383. Examination made by the legislature. 384. Chapter and article may be repealed. § 382. The attorney-general or district at- torney, whenever and as often as required by the governor, must examine into the affairs and condition of anj' corporation in this State, and report sucli examination, in writing, together with a detailed statement of facts, to the governor, who must lay the same before the legislature; and for that purpose the attorney-general or district at- torney may administer all necessary oaths to the directors and officers of any corpora- tion, and may examine them on oath in relation to the affairs and condition thereof, and may examine the books, papers, and documents belonging to such corporation, or appertaining to its affairs and condition. See Pen. C, § 565. [Section referred to. Peo. v. Savings Soc, 72 Cal. 23; s. c, 13 Pac. Rep. 48.] § 383. The legislature, or either branch thereof, may examine into the affairs and condition of any corporation in this State at all times; and, for that purpose, any com- mittee appointed by the legislature, or either l>ranch thereof, may administer all neces- sary oaths to the directors, officers, and stockholders of such corporation, and may 34 CALIFOKXIA. .Tiulguiont against corporate property; exteusiou aiul dissulution. Civ. C, §§ o-S^r-iOO. examine them on oath in relation to the affairs and condition thereof; and may ex- amine tlie safes, boolis, papers, and docu- ments belonging to such corporation, or pertaining to its affairs and condition, and compel the production of all keys, books, papers, and documents by summary process, to be issued on application to any court of record or any judge thereof, under such rules and regulations as the court may pre- scribe. See Const, art. XII, § 14; C. C, §§ 377, 378; Pen. C, § 565. Bankinff corporation to keep cer- tain records. C. C, § 321. § 3S^. The legislature may at any time amend or repeal this part, or any title, chap- ter, article, or section thereof, and dissolve all corporations created thereunder; but such amendment or repeal does not, nor does the dissolution of any such corporation take away or impair any remedy given against any such corporation, its stockholders or otticers, for any liability which has been previously incurred. See Const., art. XII, § 1. Voluntary dissolution. C. C. P., §§ 1227-12:^3. ARTICLE IV. JUDGMENT AGAINST AND SALE OF CORPORATE PROPERTY. Sec. 388. Franchise may be treated as property, and sold under execution. 3S9. Purchaser to transact business of cor- poration. .300. Purchaser may recover penalties, etc. 301. Corporation to retain powers after sale. 302. Redemption of franchise. 393. When iiroceedlngs under execution may be had. § 388. (As amended Fel>ruary 23, 1897.) For the satisfaction of any judgment against any i)orson, company, or conjoration author- ized to receive tolls. +he franchise and all the rights and privileges tlierefif may oe levied uimn and sold under execution, in the same manner, and with tlie same effect, as any other property. (In effect July 1, 1874.) [The franchises of a corporation are privileges granted and held in personal trust, and cannot he transferred by forced sale, or Ijy voluntary as- signment, except' by permission of the government, and when that permission is granted, the mode of transfer i)ointed out luust be followed. "Wood v. Turnpike Co., 24 Cal. 474: Thomas v. Arm- strong. 7 id. 2^0: Munroe v. Thomas, ~> id. 470. Question of validity of transfer of a corporation's franchise concerns the public alone. R. R. Co. V. R. R. Co., 4.") Cal. ?,V>t>. Corporation is a neces- sary party def<'ndant to action which seeks to enforce its judgment by sale of corporate fmn- chlses. P.rncia v. Nelson, 42 id. 107. A franchise of a ^agon road mav be sold on execution. Welsh V. County. SO C:il. :ui\ s. c, 22 Pac. Rep. 2.54. Above section applied. S. P. Co. v. Burr, .86 Cal. 283; s. c, 24 Pac. Rep. 10.32.] § 389. The purchaser at the sale must re- ceive a certificate of purchase of tlie fran- chise, and be immediately let into the possession of all property necessary for the exercise of the powers and the receipt of the proceeds thereof, and must thereafter con- duct the business of such corporation, with all its powers and privileges, and subject to all its liabilities, until the redemption of the same, as hereinafter provided. § 390. The purcliaser, or his assignee, is en- titled to recover any penalties imposed by law and recoverable liy the con)oration for an injury to tlie franchise or property thereof, or for any damages, or other cause, occurring during the time he holds the same, and may use the name of the coi'poration for the purpose of any action necessary to re- cover the same. A recovery for damages or any penalties thus had is a bar to any sub- sequent action by or in behalf of the coii^ora- tiou for the same. [See Munroe v. Thomas, 5 Cal. 470; Thomas v. Armstrong, 7 Id. 286; Wood v. Turnpike Co., 24 id. 487.] § 391. The corporation whose franchise is sold, as in this article provided, in all other respects retains the same powers, is l)ound to the discliarge of the same duties, and is liable to the same penalties and forfeitures, as l)efore such sale. § 392. The corporation may, at any time within one year after such sale, redeem the franchise, by paying or tendering to the purcliaser thereof the sum paid therefor, with ten per cent, interest thereon, but with- out any allowance for the toll which he may in the meantime have received; and upon such payment or tender the franchise and all the rights and privileges thereof revert and belong to the corporation, as if no such sale had been made. § 393. The sale of any franchise under execution must be made in the county in which the corporation has its principal place of business, or in which the property, or some portion thereof, upon which the taxes are paid, is situated. (In effect July 1, 1874.) CHAPTER IV. Extension and Dissolution of Corporation. Sec. 309. Proceedings to disincorporate. 400. On dissolution, directors to be trustees for creditors. 401. Any corporation may extend its corpo- r.ite existence, how. 402. How corporations may continue their existence. (Repealed.) 403. Title I to apply to all corporations with certain exceptions. § 399. The dissolution of corporations Is provided for: 1. If involuntary — in chapter V, of title X, part II, of the Code of Civil Procedure. (Sec- tions 802-810.) 2. If voluntaiT — in title VI. pai-t III, of the Code of Civil Procedure. (Sections 1227- 1233.) § 400. T'nless other persons are appointed by the court, the directors or managers of CALIFORXIA. 35 Foreign corporations, Civ. C, §§ 401— KJ3, 1185. the affairs of such corporation at the time of its dissolution are trustees of the creditors and stocliholders or members of the corpora- tion dissolved, and have full power to settle the affairs of the corporation. [Power recognized in this section does not au- thorize court to take upon itself power to settle affairs of e corporation or to appoint a receiver for that p\::rpose. Ins. Co. v. Superior Ct., 101 Cal. 135: ss. o., 35 I'ac. Rep. 549. Two foregoing sections referred to. Havemeyer V. Superinr Ct., 8i Cal. 358, 305; s. c, 24 Pac. iCep. 121.] § 401. Every corporation formed for a period less than fifty years may, at any time prior to the expiration of the term of its corporate existence, extend such term to a period not exceeding fifty years from Its formation. Such extension may be made at any meeting of the stockholders or members, called by the directors expressly for con- sidering the subject, if voted by stoclxholders representing two-thirds of the capital stock; or by two-thirds of the members; or may be made upon the written assent of that num- ber of stockholders or members. A certifi- cate of the proceedings of the meeting upon such vote, or upon such assent, shall be signed by the chairman and secretary of the meeting and a majority of the directors, and be filed in the office of the county clerk, whei-e the original articles of incorporation were filed, and a certified copy thereof in the office of the secretary of State, and there- upon the term of the corporation shall be extended for the specified period. (In effect July 1, 1874.) See Const., art. XII, § 7. § 402 of said Code is repealed. (In effect July 1, 1874.) § 408. The provisions of this title are ap- plicalde to eveiT corporation, unless such corporation is excepted from its operation, or unless a special provision is made in relation thereto, inconsistent with some pro- vision in this title, in which case the special provision prevails. See following act. AN ACT RELATING TO FOREIGN CORPORATIONS. Sec. 1. A resident must be designated upon whom process nia.v he served. 2. Penalty for failure to designate. 3. Privileges on compliance. Section 1. Evei*y coi-poratiou heretofore created l)y the laws of any other State, and doing business in this State, shall, within one hundred and twenty days after the pas- sage of this act, and any corporation here- after created and doing business in this State, within sixty days from the time of commencing to do business in this State, designate some person residing in the county in which the principal place of busi- ness of said corporation in this State is, upon whom process issued by authority of or under any law of this State may Ije served, and within the time aforesaid shall file such designation in the office of the secretary (^f State; and a copy of such designation, duly certified by such officer, shall be evidence of such appointment; and it shall be lawful to serve on such person so designated any pro- cess issued as aforesaid. Such service shall be made on such person in such manner as shall be prescriiied in case of service re- quired to be made on foreign coii)orations, and such service shall be deemed to Ije a valid service thereof. § 2. Every corporation created by the laws of any other State Avhich shall fail to com- ply with the provisions of the first section of this statute, shall be denied the benefit of the statutes of this State limiting the time for the commencement of civil actions. § 3. Every corporation created by the laws of any other State which shall comply with the provisions of the first section of this statute, shall be entitled to the benefit of the statutes of this State limiting the time for the commencement of civil actions. (Approved April 1, 1872.) Service of summons on foreign corporation. C. C. P., §§ 411, 412. Division Second. Part IV. Acquisition of Property. TITLE IV. TRANSFER. CHAPTER IV. ARTICLE II. Acknowledgment of Instruments. Sec. 11S5. Requisites for acknowledgments. 1190. Form of acknowledgment by corpora- tion. § 1185. The acknowledgment of an in- strument must not be taken, unless the offi- cer taking it knows, or has satisfactory evidence, on the oath or affirmation of a credible witness, * * * if executed by a corporation, that the person making such acknowledgment is the president or secre- tarv of sucli corporation. § 1190. The certificate of acknowledgment of an instrument executed by a corporation must be substantially in the following form: ss State of County of On this day of , in the year of before me (here insert the name and quality of the officer), personally appeared , known to me (or proved to me <>n the oath of ) to l)e the president (or the secretary) of the corporation that exe- cuted the within instrument, and acknowl- edged to me that such corporation executed the same. 36 CALIFORXIA. Service of summons on corporations, C. Civ. Pro., §§ 17, 411, 412. TITLE VI. WILLS. CHAPTER I. Execution and Revocation of Wills. Stc. 11275. Business corporatioDS may not take property by will. S 127"). A testamentary disposition may be made to anj' person capable by law of tak- ing the property so disposed of, except cor- porations otlior than those formed for scicntiru', literary, or solely ediicaticdial pur- poses cannot tak(? under a will, unless ex- pressly authorized by statute. See C. C, § 288, note. [A school distriot can take by will. Estate of Buhner, 59 Gal. 131.] CODE OF CIVIL PROCEDURE. Preliminary Provisions. Sec. 17. " Person " to include a corporation. § 17. * * * The Avord " person " in- cludes a corporation, as well as a natural person; * * * See Pen. C, § 7. Term " corporation " Includes what. Const., art. XII, § 4. Corporation defined. C. C. §§ 283, 284. [The word " person," in its legal signification, is a generic term, and was intended to include arti- ficial as well as natural persons. Douglass v. Steamship Co., 4 Cal. 304. In the Political Code the word " person " includes corporate, as well as natural persons. Water-Works v. Schottler, G2 Cal. 116. The provision of the fourteenth amendment of the United States Constitution, that no State shall " deny to any person within its jurisdiction the equal protection of the laws," applies to natural persons only, and does not ap- ply to corporations, or artificial persons. R. R. Co. V. Board, GO Cal. 35. Contra, Railroad Tax cases, 8 Saw. 238. Section referred to and applied. Peo. V. City, 66 Cal. 289; s. c, 5 Pac. Rep. 350.] Part II. Civil Actions. Title V. Manner of commencing. YII. Provisional remedies. TITLE V. MAXXER OF COMMENCING. Sec. 411. Summons, upon whom served. 412. Publication of summons, when. § 411. The summons must be served by delivering a copy thereof, as follows: 1. If the suit is against a corporation formed under the laws of this State: to the president or other head of the corporation, secretary, cashier, or managing agent thereof; 2. If the suit is against a foreign corpora- tion, or a non-resident joint-stock company or association, doing business and having a managing or business agent, cashier, or sec- retary Avithin this State: to such agent, cashier, or secretary. Power of corporation to sue and be sued. C. C, § 354 (2). May be sued where. Const., art. XII, § 16. Summons upon information or indictment of a corporation. Pen. C, §§ 1.300-1.397. See act relating to foreign corporations, at p. 35. fin a suit against a corporation, the summons must be served on one of the ofTicers or agents named in the Practice Act. Aiken v. Mining Co.. Cal. 180,. Sheriffs return on summons against a eor poration. that he served the same on president and secretary of company, is prima facie evidence that persons named in return were such officers. Kowe V. Water Co., 10 Cal. 441. Service of sum- mons upon president de jure of a corporation held to 1)0 valid, although he had ceased to act as such. Service upon the j)resident de facto miglit also have been good. Nav. Co. v. Struver, 41 Cal. 616. Return of sheriff showing that he had served summons " upon Janies Street, one of the pro- prietors of the company; " held insufficient, it not apiiearing that Street was president, or head of the corporation, or secretary, cashier, or man- aging agent thereof. O'Brien v. Canal Co., 10 Cal. 343. Service of summons on person desig- nated by foreign corporation as one upon whom process "might be served, is a suflScient service on the corporation, so long as such designation re- mains unrevoked, although service was made after adoption of this Code, and on a person who Is neither an agent, cashier, secretary or any other officer of the corporation. Canal Co. v. Superior Ct., 66 Cal. 311; s. c, 5 Pac. Rep. 490. Notice of appeal from a justice's court may be served on adverse party personally, notwithstanding he was represented by an attorney. And where adverse party is a corporation, service on its manager is suHicient to give the superior court jurisdiction. Rv. Co. V. Superior Ct., 79 Cal. 103; s. c, 21 Pac. Rep. 609.] § 412. (As amended March 23, 1893.) Where the person on Avliom service is to be made * * * is a foreign corporation having no managing or business agent, cashier, or sec- retary within the State, and the fact appears by affidavit to the satisfaction of the court or a judge thereof, and it also appears by such affidavit, or by the verified complaint on file, that a cause of action exists against the defendant in reepoct to whom the service is to be made, or that he is a necessarj- or proper party to the action, or when it ap- pears by such affidavit, or by the complaint on file herein, that it is an action Avhich relates to or tlie subject of which is real or personal property in this State, in Avhich such person defendant or foreign corporation defendant lias or claims a lien or interest, actual or contingent, therein, or in which the relief demanded consists wholly or in part in excluding such person or foreign corpora- tion from any interest therein, such court or judge may make an order that the service be made by the publication of the summons. Section 413 provides that publication must be made at least once a week for not less than two months. See § 749. [This procedure is constitutional. Kitel v. Foote, 30 Cn\. 4.''.0: Mcfaiiley v. Fulton. 44 id. .3.50. As to extent to which jurisdiction may be thus ac(iuired, see Pennoyer ^•. NefC 05 I'. S.'714: TIart v. S;in som, 110 id. 151. This section must I)e strictly construed. Jordan v. Giblin, 12 Cal. 100. Order CxVLIFORXIA, 37 Pleading; attaelinitnt; receivers, C. Civ. Pro., §§ 446, 541, 542, 564-568. for publication, sufBciencv of. Anderson v. Goff, 72 Cal. Co; s. c, 18 Pac. Rop. 78. The fact that cause of action exists may l^e shown citlicr Ijy attiflavit or by verified complaint on file. If com- plaint be not verified, the affidavit may refer to and adopt its statement. In such case, the oath to tlie affiadvit is an affidavit to the contents of the document referred to and adopted. Ligare v. U. 11. Co., 7G Cal. 010; s. c, 18 Pac. Kep. 777. Jtequisites of the affidavit. Id.; Furnish v. Mullan, 76 Cal. 646; s. c, 18 Pac. liep. So4; Dunlap v. Steere, 92 Cal. 345; s. c, 28 Pac. Kep. 563.] TITLE VI. PLEADINGS. CHAPTER VI. Verification of. Sec. 446. Verification by corporation. § 446. Every pleading must be subscribed bj' the party or his attorney; * * * when a corporation is a party, the verification may be made by any officer thereof. [What is sufficient verification by agent. New- man v. Bird, CO Cal. 372. Question of defective verification cannot be raised bv demurrer. Seattle, etc., Co. V. Thomas, 57 Cal. 197. If plaintiff goes to trial without objection for want of verification of the answer he cannot raise the question after decision is rendered against him. San Francisco v. Itscll, 80 Cal. 57; s. c, 22 Pac. Rep. 74.] TITLE VII. PROVISIONAL REMEDIES. Ch. 4. Attachment. 5. Receivers. CHAPTER IV. Attachment. Sec. .541. Shares of stock may be attached. 542. Attachment, how made. § 541. The rights or shares which the de- fendant may hare in the stock of any cor- poration or company, together Avith the interest and profit thereon, * * * may be attached, and if judgment be recovei'ed, be sold to satisfy the judgment and execution. § 542. The sheriff to. whom the writ is directed and delivered, must execute the same without delay, and if the undertaking mentioned in section five hundred and forty be not given, as follows: 4. Stocks or shares, or interest in stocks or shares, of any corporation or company, must be attached by leaving with the presi- dent, or other head of the same, or the sec- retary, cashier, or other managing agent thereof, a copy of the writ, and a notice stating that the stock or interest of the de- fendant is attached, in pursuance of such writ. CHAPTER V. Receivers. Sec. .564. Appointment of receiver. 565. Appointment of receiver upon dissolu- tion of corporation. 568. Powers of receiver. § 504. A receiver may be appointed by the court in which an action is pending, or by the judge thereof: 5. In the cases when a corporation has been dissolved, or is in.solvent, or in immi- nent danger of insolvency, or has forfeited its corporate rights. [A court of Ofjuity has no jurisdiction over cor- porations, for purpose of restraining their opera- tions or winding up their business. Such court may compel the officers of corporation to ac- count for any breach of trust, but .iurisJiction for this purpose is over officers per.s6naliy, nnd not over the corporation. Hence, in this case, it was error in court below to appoint a receiver and decree a sale of the property and a settle- ment of affairs of the corporation. Xeall v. Hill, 16 Cal. 146. Such decree necessarily results in a dissolution of corporation, and would be doing in- directly what the court has no power to do di- rectly. Id. The general and ordinarv jurisdiction of courts of equity does not embrace power to appoint receiver of property of a corporation in aid of a suit prosecuted against it bv private per- sons, but such power, if it e.\ists at all. must be derived from statute conferring it upon the court. The above section does not confer it. French Bank Case, 53 Cal. 495. .lurisdiction of superior court over estate of insolvent corporation. Ins. Co. V. Superior Ct., 101 Cal. 135; s. c, 35 Pac. Rep. 549.] § 505. Upon the dissolution of any corpora- tion, the superior court of the county in which the corporation carries on its business or has its principal place of business, on ap- plication of any creditor of the corporation, or of any stockholder or member thereof, may appoint one or more persons to be re- ceivers or trustees of the corporation, to take charge of the estate and effects thereof, and to collect the debts and property due and belonging to the corporation, and to pay the outstanding debts thereof, and to divide the moneys and other property that shall re- main over among the stockholders or mem- bers. Involuntary dissolution of corporation. C. C. P., §§ 802 et seq. Voluntary dissolution. C. C. P., §§ 1227 et seq. [Section construed. Havemever v. Superior Ct., 84 Cal. 366: s. c, 24 Pac. Rep. 121: Ins. Co. v. Sup. Ct., 101 Cal. 1.35; s. c. .35 Pac. Rep. .549. A judgment against a corporation for usurping fran- chises does not dissolve it so as to allow appoint- ment of a receiver under above section. Yore v. Superior Ct., 41 Pac. Rep. 477.] § 508. The receiver has, under the control of the court, power to bring and defend actions in his own name, as receiver; to take and keep possession of the propert.v, to receive rents, collect debts, to compound for and compromi.se the same, to make transfer!?, and generally to do such acts respecting the property as the court may authorize. [Section construed. Dennery v. Superior Ct., 81 Cal. 11: s. c. 24 I'ac. Rep. 147. Functions and powers of receivers of cori>orations discussed at length. Ry. Co. v. Wade. 91 Cal. 449; s. c. 27 Pac. Rep. 70S. An action cannot be brousrht against a receiver without leave of the court, but service of an attachment is not bringing an action and property may. therefore, be attached (and priorltv gained> in hands of a receiver. .Vdaiii-; v. Woods, 9 Cal. 28; Naglee v. Minturn, 8 id. .540.] 38 CALIFORNIA. Usurpation of frauLhi.ses; voluntary dissolution, C. Civ. Pro., §§ 803-809, 12l'T. TITLE X. ACTIONS IN PARTICULAR CASES. CHAPTER V. Actions for Usurpation of Franchises. Sec. 803. Action.s against party usurping fran- chises. 808. AVlion several persons elnini franoliise. 809. If defendant found guilty, what judg- ment to be rendered. § 803. An action may be brought by tbe attorney-general, in tbe name of tbe people of this State, tipou bis own information, or upon tbe complaint of a private party, against any perscni who usurps, intrudes into, or unlawfully holds or exercises any * * * franchise within this State. And the attorney-general must bring tbe action whenever be has reason to believe that any such * * * franchise has been usurped, intruded into, or unlawfully held or exercised by any person, or when be is directed to do so by tbe governor. [The using of an abbreviated corporate name by officers of a corporation organized under par- ticular name, is not an usurpation, nor will it support a proceeding by quo warranto to oust them from the enjovment of their franchise. Peo. v. Bogart. 4.5 Cal. 7.3. "When right to act as a cor- poration is denied, company claiming to be -such must sliow that it claims in good faith to be a corporation under laws of this State, and is doing business as such corporation. R. R. Co. v. Plumas Co., 37 Cal. 358. Pleadings in proceedings by quo warranto to try writ to exercise corporate pow- ers. Id. In an action to enforce forfeiture of a corporate franchise on account of nonuser and misuser, complaint must speciflcall.v allege that defendant has a legal existence as a corporation. Peo. v. Stanford. 77 Cal. .3G0; s. c, 18 Pac. Rep. 8.">; 19 id. 69.3. In an action to have it determined that certain persons are unlawfully claiming to bo and are exercising functions of a private corporation had never had an exist- ence, persons usurijinsr frfnicliise are the only proper defendants. If the corporation be made a defendant as such, its corporate existence is ad- mitted. Id. In such an action, an answer which denies that individual defendants are claiming or exercising franchises, the aus^ver states com- plete defense as to them. Id. If alleged usurpa- tion is claimed to result from cessation of corpo- rate existence, facts showing the termination of its existence must be set forth. And if claim be that organization was defective, facts showing the defects claimed to exist must he specifically alleged. Id. Judgment decreeing usurpation of franchise — nonexistence of corporation must be determined. Id. State not estopped to maintain action for forfeiture, when. Id. Not estopped to deny corporate existence or franchise, when. Id. When a corporation fails to perform duties which it was incorporated to perform, and in which the public have an interest, or does acts wliich are not authorized or it is forbidden to do, State may forfeit its franchise and dissolve it by an information in nature of a quo warranto. Peo. V. Dashaway Assn., 84 Cal. 114: .s. c., Ii4 Pac. Rep. 277. In such an action willful acts and neglects of its oflicers are attributable to the cor- poration, and will render it liable to judgment or decree of dissolution. Id. Grant of corporate francliise is always sul)ject to the implied condi- tion tliat it will not be abused. Id. Superior court has no jurisdiction to appoint re- ceiver of property of a corporation in a quo war- ranto proceeding. ui)on judgment of forfeiture of its corporate charter. Ilaveinever v. Superior Ct., 84 Cal. .327; s. c. 24 Pac. l{ei>. 121. Disijosition of dissolved cori)oration. Id. Riglits of directors, stocliliolders and creditors upon involuntary dis- solution. Id. I'p to date of its dissolution, a corporation, ponding an action for forfeiture of its franchise. lia.s same power to dispose of its (;ro])erty honestly and in good faith that any cor- poration has. 1(1. In a proceeding by State in nature of quo war- ranto to deprive a corporation de facto of its charter and procure its dissolution on ground of want of substantial compliance with statutory re(]uirements of its formation, the corporation de facto is a necessary party, and making it such, with averment that it is a corporation de facto, but not de jure, does not estop State from ques- tioning its corporate character. I'eo. v. Water Co.. 97 Cal. 27U; s. c, 32 Pac. Rep. 230. Filing of articles in wrong county fatal to crea- tion of a corporation de facto. Martin v. Deetz. I; s. c, 30 Pac. Rep. 308. Corporations de facto and de jure deflned. Id. In an action by the State to dissolve a delin- quent corporation, it has no interest either in the assets or debts of the corporation, and when it has secured the dissolution, its functions in the actions have ceased. Ins. Co. v. Superior Ct., lUl Cal. 135; s. c, 35 I'ac. Rep. 549. "When cause of fQrfeiture of a corporate privi- lege or franchise exists, it can be invoked only at instance of the State. City v. R. R. Co., 101 Cal. 333; s. c, 35 I'ac. Rep. 993.] § 808. When several persons claim to be entitled to the same * * * franchise, one action may be brought against all such per- sons, in order to try their respective rights to such * * * franchise. § 800. When a defendant, against whom such action has been brought, is adjudged guilty of usurping or intruding into, or imlawfnlly holding any * * * franchise, or privilege, judgment must be rendered that such defendant be excluded from tbe * * * franchise, or privilege, and that he pay the costs of tbe action. Tbe court may also, in its discretion, impose upon the defendant a fine not exceeding five thousand dollars, which fine, when collected, must be paid into the treasurj^ of the State. [Does Constitution of 1879 restoring writ of quo warranto, which was abolished by Code of 1872, have the effect to repeal sections 803 to 809 of this Code? Peo. v. r>ashaway Assn., 84 Cal. 115; s. c, 24 Pac. Rep. 277. The rendition of judg- ment authorized by this section ends the proceed- ing, and no receiver can be appointed unless a new suit is commenced by a creditor or stock- holder for that pvirpose. Havenieyer v. Superior Ct., 84 Cal. 327; s. c, 24 Pac. Rep. 121. A jndg- nH>nt against a corporation for usurping franchises does not dissolve the corporation so as to allow appointment of a receiver under C. C. Pro., § .505. Yore V. Superior Ct., 41 Pac. Rep. 477.] Part III. Special Proceedings.- TITLE XI. A OLL'NTARY DISSOLUTION OP CORPORATIONS, Sec. 1227. Corporation, how dissolved. 1228. Application, what to contain. 1229. Application, how signed ancj verified. 1230. Filing application and publishing of notice. 1231. Objections may be filed. 12.32. Hearing of application. 1233. Judgment-roll and appeals. § 1227. A corporation may be dissolved by tbe superior court of tbe county where its CALIFORXIA. 39 Voluntary dissolution; frauds in management, C. Civ. Pro., §§ 1228-1233; Pen. C, §1 7, 557, 558. principal place of business is situated, upon its voluntary application for that purpose. Dissolution by legislature. Const., art. XII, § 1; C. C, § 384. Involuntary dissolution. C. C. T., §S 802 et seq. Receivers. C. C. P., § 563. [The method prescribed by the Code for dis- solution of a corporation is exclusive, and there can be no distributins of its capital stock under any other circumstances. Kohl v. Lilienthal, 81 Cal. 378; see Havemeyer v. Superior Ct., 84 Cal. 327; s. c, 24 Tac. Rep. 121.] § 122S. The application must be in writing, and must set forth: 1. That at a meetinc: of the stockholders or members called for that purpose, the dis- solution of the corporation was resolved npon by a two-thirds vote of all the stock- holders or members; 2. That all claims and demands against the corporation have been satisfied and dis- charged. § 1229. The application must be signed by a majority of the board of trustees, directors, or other officers having the management of the affairs of the corporation, and must be verified in the same manner as a complaint in a civil action. § 1230. If the court is satisfied that the ap- plication is in conformity with this title, a judge thereof must order it to be filed with the clerk, and that the clerk give not less than thirty nor more than fifty days' notice of the application, by publication in some newspaper published in the county; and if there are none such, then by advertisements posted up in three of the principal public places in the county. § 1231. At any time before the expiration of the time of publication any pei'son may file his objections to the application. § 1232. After the time of publication haa expired the court may, upon five days' notice to the persons who have filed objections, or without further notice, if no objections have been filed, proceed to hear and determine the application, and if all the statements therein made are shown to be true, must declare the corporation dissolved. § 1233. The application, notices, and proof of publication, ol)jectious (if there be any), and declaration of dissolution, constitute the judgment-roll; and from the judgment an appeal may be taken, as from other judg- ments of the superior courts. [See Kohl v. Lilienthal. 81 Cal. 378; s. c, 20 Pac. Rep. 401: 22 id. 680; Ilaveniever v. Superior Ct., 84 Cal. 365; s. c, 24 Pac. Rep. 121.] PENAL CODE. Preliminary Provisions. Sec. 7. " Person " includes corporation. § 7. ■* * * The word " person " in- cludes a corporation as well as a natural person; ♦ * * See C. C. P., § 17, note. Part I. Crimes and Punishments. TITLE XIII. CRIMES AGAINST PROP- ERTY. CHAPTER XIII. Fraudulent Insolvencies by Corporations and other Frauds in their Management. Sec. 557. Fraud in subscribing for stock. 558. Frauds in procuring organization or in- creasing capital. 559. L'nauthorized use of name in prospectus, etc. 560. Misconduct of directors. 563. Frauds in keeping accounts in books of corporations. 564. Officers of corporation publishing false report of its condition. 565. Officer of corporation to permit an in- spection of its books. 568. Directors of corporations presumed to have knowledge of its affairs. 560. Directors present at mooting. 570. Same, wheu directors absent from meet- ing. 571. Foreign corporations. 572. Directors defined. § 557. Every person who signs the name of a fictitious person to any subscription for or agreement to take stock in anj' corpora- 8 tion existing or proposed, and every person who signs to any subscription or agreement the name of any person, knowing that such person has not means or does not intend in good faith to comply with all the terms thereof, or under any understanding or agreement that the terms of such subscrip- tion or agreement are not to be complied with or enforced, is guilty of a misdemeanor. Subscription to articles of incorporation. C. C, § 202. To capital stock. C. C, § 293. Oath to subscription. C. C, § 295. § 558. Every officer, agent, or clerk of any coriioration, or of any persons proposing to organize a corporation or to increase the capital stock of any corporation, who know- ingly exhibits any false, forged, or altered book, paper, voucher, security, or other in- strument of evidence to any public officer or board authorized by laAV to examine the organization of such corporation, or to in- vestigate its affairs, or to be allowed an in- crease of its capital, with intent to deceive such officer or board in respect thereto, is punishable by imprisonment in the State prison not less than three nor more than ten years. Civil liability of officers for making false cer- tificate, etc. C. C, § 316. Organization of cor- poration. C. C, § 283. Records. C. C, §§ 377, 378. Increasing stock. C. C, § 359. [Renuisitos of indictment asrainst agent of a coi'poratioii for having made false entrv in cor- porate books. Peo. v. Palmer, 53 Cal. 615.J 40 CALIFORXIA. Frauds in mauagemeut of corporations, Pen. C, §§ 559-570. § 559. Every person who, without being autliorized so to do, subscribes the name of auother to or inserts the name of anotlier in any prospectus, circuhir, or otlier advertise- ment, or announcement of any corporation or joint-stoclv association, existing or in- tended to be formed, whh intent to permit the same to be published, and thereby to lead persons to bebeve that the person whose name is so subscribed is an otticer, agent, member, or promoter of such corporation or association, is guilty of a misdemeanor. § 500. Every director of any stock corpora- tion who concurs in any vote or act of the directors of such corporation, or any of them, bj' which it is intended, either: 1. To make any dividend, except from the siu-plus protits arising from the business of the corporation, and in the cases and manner allowed by law; or. 2. To divide, withdraw, or in any manner except as provided by law pay to the stock- holders, or any of them, any part of the capital stock of the corporation; or, 3. To discount or receive any note or other evidence of debt in payment of any install- ments actually called in and required to be paid, or with the intent to provide the means of making such payment; or, 4. To receive or discount any note or other evidence of debt with the intent to enable any stockholder to withdraw any part of the money paid in bj^ him, or his stock; or, 5. To receive from any otlier stock corpora- ticn, in exchange for the s' aies, notes, bonds, or other evidences of debt of their own cor- poration, shares of the capital stock of such other corporation, or notes, bonds, or other evidences of debt issued by such other cor- poration; is guilty of a misdemeanor. [Section cited and applied. Trust Co. v. Dor- Bey, 72 Cal. 5G; s. c, 12 Pac. Rep. 49.] § 5G3. Every director, officer, or agent of any corporation or joint-stock association, who knowingly receives or possesses himself of any proi)erty of such corporation or asso- ciation, otherwise than in payment of a just demand, and who, Avith intent to defraud, omits to make, or to cause or direct to be made, a full and true entry thereof in the books or accounts of such corporation or asso- ciation, and every director, offlcer, agent, or member of any corporation or joint-stock association who, Avith intent to defraud, de- stroys, alters, mutilates, or falsifies any of the books, papers, writings, or securities belong- ing to such cori)oration or association, or makes, or concurs in making, any false en- tries, or omits, or concurs in omitting, to make any material entry, in any book of accounts, or other record or document kept by such cori>oration or association, is piinish- able by imprisonment in the State prison not less than three nor more than ten years, or by imprisonment in the county jail not exceeding one year, and a fine not exceeding five hundred dollars, or by both such fine and imprisonment. [Indlctniout under this section against agent of a corporation, for making false entries in com- pany's books, should specify particular entry coni- i)lained of, and should at least state the substance of it, aeeording to its legal ell'ect. An averment held insuthcient. I'eo. v. i'almer, 53 Cal. i>15.] § 504. Every director, officer, or agent of any corporjition or joint-stock association, who knowingly concurs in making, publish- ing, or posting any written report, exhibit, or statement of its aifairs or pecuniary con- dition, or book or notice containing any material statement which is false, or re- fuses to make any book or post any notices required by laAV, in the manner required by law, other than such as are mentioned in this chapter, is guilty of a felony. See C. C, §§ 316 and 558, note. [This section defines two or more oflfenses. In- dictment having charged defendant with commis- sion of both offenses, it is demurrable. I'eo. v. Cooper, 53 Cal. (j47.] § 505. Every offlcer or agent of any cor- poration, having or keeping an office within this State, who has in his custody or con- trol any book, paper, or document of such corporation, and Avho refuses to give to a stockholder or member of such corporation, lawfully demanding, during office hours, to inspect or take a copy of the same, or of any part thereof, a reasonable opportunity so to do, is guilty of a misdemeanor. [See Cotheal v. Brouwer, 1 Selv. 567.] § 508. Every director of a corporation or joint-stock association is deemed to possess such a knowledge of the affairs of his cor- poration as to enable him to determine whether anj' act, proceeding, or omission of its directors is a violation of this chapter. § 509. Every director of a corporation or joint-stock association who is present at a meeting of the directors at Avhich any act, proceeding or omission of such directors, in violation of this chapter occurs, is deemed to have concurred therein, unless he at the time causes or in AA'riting requires his dis- sent therefrom to be entered in the minutes of the directors. § 570. Every director of a corporation or joint-stock association, although not present at a meeting of the directors at Avhich any act, proceeding, or omission of such direct- ors, in violation of this chapter occurs, is deemed to liaA'e concurred therein, if the facts constituting such violation appear on the records or minutes of the proceedings of the board of directors, and he remains a director of the same company for six months thereafter, and does not within that time cause, or in Avriting require, his dissent from sucli illegality to be entered in the minutes of the directors. CALIFORNIA. 41 Criininal proceedings against corporations, Pen. C, §§ 571, 572, 1389, 1390-1397- § 571. It is no defense to a prosecution for a violation of the provisions of this chapter that the corporation was one created by the laws of another State, government, or countr3% if it was one carrying on business or keeping an office therefor within this State. § 572. The term " director," as used in this chapter, embraces any of the persons having by law the direction or management of the affairs of a corporation, by whatever name such persons are described in its charter or known by law. See New York Penal Code, §§ 645-608. SPECIAI. SECTION RELATING TO EM- PLOYMENT OP »lINORS. Sec. 1389. Minors In employ of corporations not to be sent to certain places. § 13S9. (Enacted March 15, 1887.) No minors in the employ of any telephone com- pany, special delivery company, or associa- tion, or any other corporation, or person or persons, engaged in the delivery of pack- ages, letters, notes, messages, or other mat- ter, shall be assigned by such corporation, or person or persons, to hire such minors to the keepers of houses, variety theaters, or other places of questionable repute, or to other persons connected with such places of questionable repute, nor permit them to en- ter such place of illegal or questionable calling; that this law shall apply alike to managers, superintendents, and agents of such corporations, and to be enforced against them.* Part II. Criminal Procedure. TITLE XX. MISCELLANEOUS PROCEED- INGS. CHAPTEB IX. Proceedings against Corporations. Sec. 1390. Summons upon Information, etc. 1391. Form of summons. 1392. When, and how served. 1393. Examination of the charge. 1394. Certiticate of magistrate and return thereof. 1395. Grand jury to investigate If magis- trate certifies there is sufficient cause. 1396. Appearance and plea. 1397. Fine on conviction, how collected. § 1390. Upon an information or present- ment against a corporation, the magistrate must issue a summons, signed by him, with his name of office, requiring the corporation to appear before him, at a specified time and •Violation of this section is a misdemeanor. place, to answer the charge, the time to be not less than ten days after the issuing of the summons. Summons in civil cases. C. C. P., §§ 411, 412. § 1391. The summons must be substantially in the following form: County of (as the case may be). The People of the State of California to the (name of the corporation): You are hereby summoned to appear be- fore me at (naming the place), on (specifying the day and hour), to answer a charge made against j'ou upon the information of A. B. (or the presentment of the grand jury of the county, as the case may be), for (designating the offense generally). Dated at the city (or township) of , this day of , 18 G. H., Justice of the Peace (or as the case may be). § 1392. The summons must be served at least five days before the day of appearance fixed therein, by delivering a copy thereof and showing the original to the president or other head of the corporation, or to the sec- retary, cashier, or managing agent thereof. § 1393. At the appointed time in the sum- mons, the magistrate must proceed to in- vestigate the charge in the same manner as in the case of a natural person, so far as these proceedings are applicable. § 1394. After hearing the proofs, the magis- trate must certify upon the depositions, either that there is or is not sufficient cause to believe the corporation guilty of the of- fense charged, and must return the deposi- tion and certificate, as prescribed in section eight hundred and eighty-three. § 1395. If the magistrate returns a certifi- cate that there is sufficient cause to believe the corporation guilty of the offense charged, the grand jury may proceed, or the district attorney file an information thereon, as in case of a natural person held to answer. § 1396. If an indictment is found, or in- formation filed, the corporation may appear bj' counsel to answer the same. If it does not thus appear, a plea of not guilty must be entered, and tlie same proceedings had thereon as in other cases. § 1397. AVhen a fine is imposed upon a cor- poration on conviction, it may be collected by virtue of the order imposing it, by the slieriff of the county, out of its real and personal property, in the same manner as upon an execution in a civil action. 42 CALIFOEXIA. Acts of 1S91. 1SU7. LEGISLATIVE ACTS ENACTED SUBSEQUENTLY TO CODES. Act 1. To provide for payment of wages by cor- porations. 2. Concerning; wages of employes. Act 1. AN ACT to provide for tlie pajmont of the wages of mechanics and laborers em- ployed by corporation.s. The People of the State of California, represented in Senate and Assembly, do tnact as follows: Section 1. Every corporation doing busi- ness in this State shall pay the mechanics and laborers employed by it the Avages earned by and due them weekly or monthly, on such day in each weelv or mouth as shall be selected b.v .said corporation. § 2. A violation of the provisions of section one of this act shall entitle each of the said mechanics and laborers to a lien on all the property of said corporation for the amount of their wages, which lien shall take pref- erence over all other liens, except duly re- corded mortgages or deeds of trust; and in any action to recover tlie amount of such wages or to enforce said lien, the plaintiff shall be entitled to a reasonable attorney's fee, to be fixed by the court, and which shall form part of the judgment in said ac- tion, and shall also be entitled to an attach- ment against said property. (Approved March 31, 1S91.) Act 2. AN ACT requiring every coi-poration doing business in this State to pay their em- ployes, and each of them, at least once in each and every mouth, the wages earned by such employe; to limit the defenses whicli may be set up by such corporation to assignments of wages, set-off or counter- claims, or the absence of such employe at the time of malcing payment, and in case of such absence the Avages are payable upon demand; to prohibit assiguments of wages for the purpose of evading the pro- visions of this act, and agreements to ac- cept wag( s at longer periods than as herein provided as a condition of employment; to fix a penalty for this violation of the provisions of tliis act by such corporation, and to provide for the disposition of any fines recovered from corporations violating the same. The People of the State of California, rep- resented in Senate and Assembly, do enact as follows: Section 1. Every corporation doing busi- ness in this State shall i)ay. at least once a month, each and every employe employed by such corporation, in transacting or ciirrying on its business, fir in tlie i)errormance of la- bor for it, tlie wages earned by such em- ploye during the preceding month; I'rovided. however. That if at the time of payment any employe shall be absent, or not engaged in his usual employment, he shall be entitled to said payment at any time thereafter upon demand. § 2. A violation of any of the provisions of section one of this act shall entitle ejich of said employes to a lien on all the jirop- erty of said corporation for the amount of their wages, which lieu shall take pi'cference over all other liens, except duly recorded mortgages or deeds of trust; and in any ac- tion to recover the amouut of such wages, or to enforce said lien, the plaintiff shall be entitled to a reasonable attorney's fee, to be fixed by the coin-t, and whicli shall form part of the judgment in said action, and shall also be entitled to an attachment against said property. An unrecorded deed shall be no defense to such actions. § 3. That on the trial of any action against such corporation for a violation of the pro- visions of tills act, such corporation shall not be alloAved to set up any defense for a failure to pay monthly any employe en- gaged in transacting or carrying on its busi- ness the wages earned by such employe dur- ing the preceding month, other than the fact that such wages were not earned, except a valid assignment of such wages, a set-off or counterclaim against the same, or the absence of such employe from his usual employment at the time of the payment of the wages so earned by him. § 4. No assignment of future wages pay- able monthly under the provisions of this act, shall be made to the corporation from which such wages are or may become due, to any person, on behalf of such corporation, for the purpose of evading the provisions of this act. and all such assignments are hereby declared to be invalid. § 5. No corporation shall require, and no employe of such corporation shall make, any agreement to accept wages at longer pe- riods than as provided in this act as a con- dition of employment. § G. All wages earned by any employe en- gaged in the service of any corporation in this State shall be paid in lawful moneys of the United States, or in checks negotiable at face value on demand. § 7. Any coiiioration violating any of the provisions of this act shall be subject to a fine not exceeding one hundred dollars, or less than fifty dollars, for each violation, the same to be imposed liy any court in tliis State having jurisdiction of offenses in which the iieiuilty does not exceed a fine of one hundred dollars; vsaid fine to be paid, by the judge or magistrate before whom a re- covery may be had under the provisions of this act, into the general fund of the treasury of the county in which said conviction may be had. § S This act shall take effect and be in force from and after the first day of April, eighteen hundred and ninety-seven. (Approved March 2i), lSi>7.) INDEX TO CALIFORNIA. ACKNOWLEDGMENT: Tage. requisitea for 35 form 01', by corporation 35 ACTIONS: against corporations, where brought 9 not to be maintained unless articles are filed 1(3 to inquire into elections 21 to enforce stockholders' liability 22, 23 corporation may maintain and defend 28 summons, service on corporations 36 pleadings, verification 37 for usurpation of franchise 38 judgment of ouster 38 AMENDMENT: of articles of incorporation 32 certificate to be filed 32 corporate existence not extended 32 ARTICLES OF INCORPORATION: fees for filing and recording 12 contents of 14 of railroad, wagon road or telegraph companies 15 subscribed by whom 15 affidavit of payment of subscriptions 15 certificate issued, upon filing 15 copies as evidence 16 to be filed in each county where property is owned 16 amendment of, how made 32 certificate to be filed 32 corporate existence not extended 32 erroneous filing, correction of 32, 33 ASSESSMENTS: directors may make 25 not to exceed 10 per cent, unless stock is unpaid 25 previous one must be paid 25, 26 order levying, what to specify 26 notice, contents 26 service 26 unpaid, notice of 26 sale of stock for unpaid 26, 27 highest bidder 27 may be bid in by corporation 27 purchase of, by corporation, with title 27 extension of time in notices 27 not invalidated by failure to give notices 27 action not sustained for irregularities 27 publication of notices, how proved 27 waiver of delinquent proceedings 27 ASSETS AND LIABILITIES: books to be kept containing 8, 9 44 INDEX TO CALIF0E:N"IA. ATTACHMENT: ' Tage. shares of stock subject to 3T bow made on '^"^ BANKING CORPORATIONS : created under general laws 7^ may elect to bave capital stock 16 list of stockbolders and notice to be posted 22 BONDED INDEBTEDNESS: creation or increase of, meeting for • 31 notice of meeting 31 BONDS: not to be issued except for money, property, etc 30, 31 BOOKS: stock, to be kept at principal office ^ what to contain 8 to bo open to inspection ^ assets and liabilities ^ of by-laws 1^ BUSINESS: charter must specify ^ BY-LA AYS: may fix term of directors 14 corporations must adopt 17 meetings of stockholders for adoption 17 to provide for what 17 certified by directors IS^ to be copied in book 18 repeal or amendment IS power may be delegated to directors 18 power to adopt 29 CANALS: subject to legislative control 9 CAPITAL STOCK: increaso or decrease, fee for certificate 12 amount, articles to state , 14 subscriptions to, of railroad, telegraph and wagon road companies 15 ten per cent, to be paid in 15 banking corporations may have 16 not to bo withdrawn 19 corporate debts not to exceed 19 increaso or decrease, meetings for 31 notice of meeting 31 CERTIFICATE OF INCORPORATION (See Articles of Incorporation): fees for issuing 12 issued upon filing articles 15 CERTIFICATES OF STOCK: president and secretary to issue 23 transfer, how made U4 CHARTERS (See Articles of Incorporation): legislature not to extend 8 COMMON CARRIERS: regulated by legislature . i> CONSOLIDATION: of mining corporations, meetings 32 effect of 32 stockholders to consent 32 certificate to be filed 32 INDEX TO CALIFOEiS^IA. 45 CONTINUANCE: Page. ol! corporate existoiK-o uiidor Code 14 diroftors to elect 14 certificate to be filed 14 CONTRACTS: lawf) impairing obligation G corporation may make 21) CORPORATIONS: created under general laws 7 debts, how secured 7 term includes what 7 are public or private i;) private, how formed 13 CREDIT: of state, county, etc., not to be loaned 6 CREDITORS: liability of stockholders 7 of directors for unlawful disposition of capital 10 enforced by action 1^2 CRIMINAL TROCEEDINGS: against corporations 41 DEBTS, CORPORATE: legislature to provide for security of 7 stockholders liable for 7 enforcement by action 22, 23 not to exceed capital stock 79 DECREASE: of capital stock, meetings foe 31 notice of meeting 31 DIRECTORS: liability of, for embezzlement 7 election, right of stockholders to vote 8 may elect to continue existence under Code 14 number, articles to determine 14 change in, stockholders may make 14 certificate of change to be filed 14 by-laws may fix term 14 elected annually 17 by-laws to prescribe qualifications 18 to certify to by-laws 18 by-lawa when may be made by 18 to manage corporate affairs IS to be stockholders 18 majority must be residents IS quorum must act 18 vacancies, how filled 1!) election, vote of stockholders 10 how conducted IJ) cumulative voting 10 organization of board 10 duties of 10 dividends made from surplus profits 10 not to create debts beyond capital 10 not to divert capital V.) liability of. for unlaAvful disposition ... * 1*^ division of land and water rights ^'"^ 46 IXDEX TO CALIFORXIA. DIRECTORS— (Continued): Page. removal from office UQ meeting of stockholders for 20 meetings, held at principal place of business 21 contracts to release liability, void 25 assessments, may make. (See Assessments.) 25 wrongful acts by 40 fraudulent entries of accounts 40 knowledge presumed by 40 Avhen deemed to have concurred in wrongful acts 40 DISSOLUTION: cither voluntary or involuntary 34 directors when to be trustees 34, 35 appointment of receivers upon 37 powers of receivers 37 voluntary, application 38, 39 application in writing 39 directors to sign 39 notice of application 39 judgment 39 DIVIDENDS: declared from profits 19 payable to married women 24 unlawful, a misdemeanor 40 ELECTION: of directors, right of stockholders to vote 8 held annually 17 to be by ballot 19 how conducted 19 cumulative voting 19 majority of stock represented at 20 vote set aside by court 20, 21 may bo adjourned -1 proceediuga in court to inquire into 21 of officers to fill vacancies 21 EMBEZZLEMENT: liability of directors for 7 EMINENT DOMAIN: property and franchises of corporations may be taken 8 EMPLOYES: wages to be paid weekly or monthly 42 assignment to corporation 42 contract not to be made to avoid 42 violations of acts, penalties 42 EXAMINATION: of corporations by attorney-general 33 statement made to governor 33 legislature may make 33 false exhibit of books, papers, etc 39 EXECUTION: sale of franchise of toll company under 34 rights and duties of purchaser 34 redemption 34 where made 34 IXDEX TO CALIFOKNIA. 47 EXISTENCE, CORPORATE: . ■ Page. feea for certificates of extension 12 continuance of, under Code 14 directors to vote for 14 certificate to be filed 14 term of, articles to state 14 unless stated in articles 15 extension, how made 35 EXTENSION: of corporate existence 35 FALSE: certificates, reports, etc., by officers 21, 40 exhibit of papers, etc., to examining officers 39 FEES: for filing articles of incorporation V2 recording articles 12 issuing certificates of incorporation 12 filing certificate of increase of capital stock 12 issuing certificate of increase 12 filing and issuing certificate of continuance 12 FOREIGN CORPORATIONS: not to receive greater privileges 9 designation of person for service of process 35 effect of failure to make 35 service of summons on, by publication 36 FRANCHISE: legislature not to extend 7 may be taken by eminent domain 8 leasing or alienation, limitation 8 of toll company, sold under execution 34 rights of purchaser 34 redemption 34 sale, where made 34 usurpation of, action for 38 FRAUDULENT: announcements or prospectus 40 entries in accounts 40 GAS COMPANIES: rates, legislature may regulate 7 GOVERNOR: to require attorney-general to investigate corporation 12 report of attorney-general to 33 INCORPORATION: not to be inquired into collaterally 30 INCREASE: of capital stock, fees for certificates 15i meetings of stockholders for 31 certificate to be filed 31 of bonded indebtedness, meeting for 31 certificate to be filed 31 INFORMATION: against corporation *^ summons, from '*^ how served ^^ proceedings upon 41 imposition of fine 48 IXDEX TO CALIFOKIs^IA. JUSTICE OF THE PEACE: ' Page. call of stockholders' meetings ^^ LIABILITY: of stockholders for corporate debts 7 directors, for money embezzled 7 of stockholders, how enforced 22, 23 contracts to relieve, void '■^^ MEETINGS OF STOCKHOLDERS: for adoption of by-laws 1^ election of directors, annually 1' by-laws to regulate conduct, etc 17 number to constitute quorum 17 to prescribe for publication of notices IH for removal of directors -t) call by justice of the peace 20 majority of stock must be represented 20 votes at, set aside by court 20, 21 adjournments 21 shares of minor or insane person 21 validation of proceedings by consent 21 held at principal place of business 21 called by notice in writing, when 21, 22 for increase or decrease of capital stock 31 for creation or increase of bonded indebtedness 31 mining corporation, consolidation 31, 32 MINING CORFORATIONS: consolidation of, stockholders to consent 32 certificate to be filed 32 MINORS: not to be sent to certain places 41 MISNOMER: of corporation, not to invalidate instrument 30 MONEY: corporation not to create bills and notes to circulate as 30 NAME, CORFORATE: articles to state 14 misnomer, not to invalidate instruments 30 NONRESIDENT: transfer of stock by 24 afiidavit or bond may be required 24 NOTICES: of meetings, by-laws to prescribe • IS OFFICERS: i compensation and duties, by-laws to proscribe 18 tenure and election, by-laws to prescribe 18 false certificates, etc 21 power to appoint and fix compensation 29 false exhibits and entries by 39 making fraudulent entries 40 refusing to allow stockholders to inspect books, etc 40 PERSON: term includes corporation 36 PERSONAL ESTATE: corporation may hold and convey 28 IXDEX TO CALIFOEXIA. 49 TLACB OF BUSINESS: < Page. corporations to have within state S books to be kept at 8 contain names of stockholders, etc 8 articles to state 14 meetings of stockholders and directors held at 21 change of, how made 22 notice of, to be published 22 PLEADINGS: verification of 37 POWERS, CORPORATE: specified 28 decisions, generally 30 necessary, implied 30 cease, unless business is transacted 30 PRESIDENT (See Officers; Directors): directors to elect 19 PRIVATE CORPORATIONS: formed for any lawful purposes 14 continuance of existence, under Code 14 certificate of, to be filed 14 PRIVILEGES: special not to be granted 6 not to be granted to corporations 6 PROPERTY: not to be taken without compensation 5 compensation to be ascertained by jury 5 term includes what 12 PROXY: method of voting by, by-laws to prescribe 17 stockholders may vote by 19 of married woman 24 PURPOSES: articles to state 14 QUORUM: number constituting, by-laws to prescribe 17 directors to act 18 RAILROADS: subject to legislative control 5J rights of intersection, etc 9 officers not to furnish material to 9 free passes not to be issued to public officers 9 combinations with owners of vessels 9 rates, when not to be reduced 9 discriminations illegal 10 districts, state to be divi(Jed 10 commissioner in each district 10 commissioners, powers of 10 rates of fare, established by 10 companies, articles of incorporation l*'^ RATES: telegraph and gas, legislature to regulate 7 railroad, commissioners to establish 10 REAL ESTATE: not to be held, except for corporate purpose 8 large tracts, by corporations against public interests 11 when may be divided among stockholders 19 50 - IXDEX 'J'O CALIFORXIA. REAL ESTATE — (Continued): Page. corporation may hold and convey 28 limitation on amount to be held 31 RECEIVERS: appointment on dissolution 37 powers of 37 RECORD: of business transactions to be kept 33 what to embrace 33 REMOVAL: of directors from office 20 SEAL, COMMON: corporation may have 28 SECRETARY OF STATE: fees for filing papers with 12 SERVICE: of summons on corporation 36 in criminal proceedings 41 SPECIAL LAWS: extinguishing debts of corporations, not to be passed 6 granting special privileges 6 STOCK: shares, general laws to regulate sale 6 contracts for sale to be delivered in future, void 6 not to be issued except for money, labor and property 8, 30 state not to subscribe to 8 transfer, at place of business 8 books, to contain names of owners, etc 8 to be open to inspection 8 to contain assets and liabilities 9 shares not taxable 12 owners of, termed stockholders 16 certificate, to be issued 23 shares are personal property 24 transfer, how made 24 by married women 24 by nonresident 24 assessments, directors may make 25 limitation of amount 25 on railroad companies 25 not to be made while previous one is unpaid 25, 26 notice, contents 26 service of notice 26 publication of notice, how proved 27 unpaid, notice of 26 waiver of delinquencies 27 sale of, to pay 26 extension of time in notices 27 not invalidated by failure to publish '. 27 action not sustained for irregularity ? sale of, for unpaid assessments 26, 27 highest bidder at 27 may be bid in by corporation 27 title vests in corporation 27 and transfer book to be kept 33 shares, subject to attachment 37 fraudulent subscriptions 39 IXDEX TO CALIFORNIA. 51 STOCK — (Contiuued) : I'age. capital, iucrease or decTcase, fee for certificate 12 amount, articles to state 14 subscriptions to, of railroad, etc., corporations 15 ten per cent, to be paid in 15 banking corporations may elect to have 16 not to be withdrawn 19 increase or decrease, meetings for 31 notice of meeting for 31 certificate to be filed 31 STOCK AND TRANSFER BOOK: corporation to keep 33 STOCKHOLDERS: liabilitj- of, for corporate debts 7 right to vote 8 may elect to continue existence under Code 14 owners of stock are 16 adoption of by-laws 17 method of voting by proxy 17 directors must be 18 votes for directors 19 unlawful division of capital among 19 when land and water rights may be divided 19 meetings, called by justice of the peace 20 liability of, for corporate debts 22 how determined 22 actions to enforce 22 trust funds not subject to 22 of pledgee of stock 22 contracts to release from liability are void 25 STORAGE: rates, legislature may regulate 7 SUBSCRIPTION: signing name of fictitious person 39 fraudulent, for prospectus 40 SUCCESSION: corporation to have 28 SUB AND BE SUED: corporation may 28 SUMMONS: service of, on corporations 36 on foreign corporation, by publication 36 designation of person for 35 in criminal proceedings 41 service of 41 TAXATION: property subject to 11 ' power of, never to be suspended 11 of incomes, may be provided for 11 double, not permitted 12 shares of stock, not subject to 12 assessment of franchises 13 TELEGRAPH COMPANIES: rates, legislature may regulate 7 articles of incorporation 15 52 IXDEX TO CALIFOEXIA. TOLL-COMPANY: Pas^- sale of franchise under execution 34 rights and duties of purchaser 34 redemption 34 where made 34 TRANSFER: of certificates of stock 24 by married women 24 by agent of non-readent 24 TRANSPORTATION COMPANIES: subject to legislatire control 9 free passes not to be issued to public oflScers 9 TREASURER (See Officers): directors to elect 19 TRUST FUNDS: not liable for corporate debts 22 VERIFICATION: of pleadings 37 VOTING. (See Elections.) I COLORADO. TABLE OF CONTENTS. CONSTITUTIONAL PROVISIONS. paoe. Art. II. Bin of rights 5 y. Legislative department 6 X. Revenue 6 XI. Public indebtedness 6 XV. Corporations "^ STATUTES OF COLORADO. Ch. 3. Aliens 9 15. Blacklisting 9 29. Conveyances 9 30. Corporations 10 Div. 1. Organization and government. General provisions 10 36. Criminal Code 23 Div. 8. Offenses against public justice 23 10. Offenses against public morality 23 12. Offenses by cheats and swindlers 23 50. Fees and salaries 24 Div. 2. Fees of State officers 24 72. Judgments and executions 24 Div. 9. Property subject to levy 24 74. Justices and constables 25 101. Public health 2.5 107. Revenue 25 Div. 1. General provisions 25 2. Assessments 25 3. Collection of taxes 26 LEGISLATIVE ACTS ENACTED SUBSEQUENTLY TO 1890. 9 COLORADO. CO^STITUTIO]^ OF COLORADO 18TG. PKOVISIONS RELATING TO CORPORATIONS. ARTICLE II. Bill of Rights. Sec. 11. Laws Impairing obligation of contracts and granting irrevocable privileges void. 15. I'rivate property not to be taken for public use without just compensation. ARTICLE V. Legislative Department. Sec. 25. Special laws prohibited in certain cases. 85. Private corporations not to Interfere with municipal functions. 86. Trust funds not to be invested in stocls or bonds of private corporations. 88. No obligation or liability of any corpora- tion owned by the State shall be extin- guished except by payment. ARTICLE X. Revenue. Sec. 9. Power to tax corporations shall never be suspended. 10. All corporations subject to taxation. ARTICLE XI. Public Indebtedness. Sec. 1. State not to loan Its credit to corpora- tions. 2. Xor become a shareholder In any corpora- tion. ARTICLE XV. Corporations. Sec. 1. Existing corporations not having com- menced business, charter to be void. 2. Charters not to be extended or amended by special law. Corporations must be organized under general laws. S. General assembly may revoke charters now existing. 4. Railroads are public highways, and rail- road companies common carriers. 5. Competing lines may not consolidate. 6. Unreasonable discrimination in rates pio- hibited. 7. Transportation companies may have bene- fit of future legislation, how. Sec. 8. Right of eminent domain shall never be abridged. 9. Stock or bonds not to be Issued except for value. 10. Foreign corporations must have one or more known places of business. 11. Street railroads not to be constructed without consent of local authorities. 12. Retrospective laws for benefit of corpora- tions not to he passed. 13. Telegraph lines may be constructed and maintained. 14. Consolidation of railroad, telegraph and express companies. 15. Liability of corporations to injured em- ployes. ARTICLE n. Bill of Rights. § 11. No * * * law impairing the obli- gatiou of contract.s, or retrospective in its operation, or mailing any irrevocable grant of special privileges, franchises or immuni- ties, shall be passed by the general assembly. Existing charters may be revoked. Art. 15, § 3. Retrospective laws for benefit of corporations, pro- hibited. Id., § 12. Dissolution shall not impair remedies. § 509. Reorganization not to affect pending actions. § 630. General assembly may alter or repeal corporation laws. § 634. See § 635. fProvisions in a- charter allowing exemptions from taxation is a jiart of the contract between the corporation and the State, and the obligation cannot be impaired by any subsequent legislation, either statutorv or constitutional. Conir«. v. Semlnarv, 12 Col. 499; s. c, 21 Pac. Rep. 490.] § 15. Private property shall not be taken or damaged, for public or private use, with- out just compensation. Such compensation shall be ascertained by a board of commis- sioners, of not less than three freeholders, or by a jury, when reqnired by the owner of the property, in such manner as may be prescribed by law, and until the same shall be paid to the owner, or into court for the owner, the property shall not be needlessly disturbed, or tlie proprietary rights of tlie owner therein divested; and whenever an COLORADO. Legislation; revenue; public indebtedness — Const., Arts, v, x, xi. attempt is made to take private property for a use alleged to be public, tbe question w'betber tbe contemplated use be reallj^ pub- lic, shall be a judicial question, aud deter- mined as such without regard to any legis- lative assertion that the use is public. Right of eminent domain shall never be abridged. Art. XV, § 8. Foreign corporation not to acqfiire title to agricultural land. §§ 100-103. Certain corporations may acquire rights of way. §§ 616, 617. ARTICLE V. Legislative Department. § 25. The general assembly shall not pass local or special laws in any of the following enumerated cases, that is to saj': ISth. Chartering or licensing ferries or toll bridges. 22d. Granting to any corporation, associa- tion or individual the right to lay down railroad tracks. 23d. Granting to any coi-poration, associa- tion or individual any special or exclusive privilege, immunity or franchise whatever. Corporations must be organized under general laws. Art. XV, § 2. IjThe right to construct and operate a street railway in a city Is a franchise which the sover- eign authority alone can grant. R. R. Co. v. R. R. Co., 2 Col. 673. And cannot be granted except by general law. Id. And such authority cannot be delegated. Id. The prevailing spirit of the Constitution is opposed to special legisla- tion. Brown v. Denver, 7 Col. 309; s. c, 3 Pac. Rep. 455. Whether a general law can be made applicable in any given case is a legislative ques- tion, not judicial. Id.; Carpenter v. Peo., 8 Col. 122; s. c, 5 Pac. Rep. 828; Rodgers v. Peo., 9 Col. 451. Contra, Coulter v. Routt Co., 9 Col. 261; s. c, 11 Pac. Rep. 199.] § 35. The general assembly shall not dele- gate to any special commission, private cor- poration or association, any power to make, supervise or interfere with any municipal Improvement, money, property or effects, whether held in trust or otherwise, or to levy taxes, or perform any municipal function whatever. § 36. No act of the genei'al assembly shall authorize the investment of trust funds by executors, administrators, guardians, or other trustees, in the bonds or stock of any private corporation. § 38. No obligation or liability of any per- son, association or corporation, held or owned by the State, or any municipal corporation therein, shall ever be exchanged, transferred, remitted, released, or postponed, or in any way diminished by the general assembly, nor shall such liability or obligation be ex- tinguished except by payment thereof into the proper treasury. See art. 11, |§ 1. 2. ARTICLE X. Revenue. § 9. The power to tax corporations and corporate property, real and personal, shall never be relinquished or suspended. See §§ 3781, 3783, 3789, 3791, 3861, 3862. [A statute or contract liniiting the taxing power must be closely scrutinized, and no enlargement of its scope should be permitted. Cemrs. v. Semi- nary, 12 Col. 497; s. c, 21 Pac. Rep. 490.] § 10. All corporations in this State, or doing business therein, shall be sui).iect to taxa- tion for State, county, school, municipal, and other pui-poses, on the real and personal property owned or used by them within the territorial limits of the authority levying the tax. See preceding section. [Carlisle v. Pullman, etc., Co., 8 Col. 326; s. c, 7 Pac. Rep. 164.] ARTICLE XI. Public Indebtedness. § 1. Neither the State nor any county, city, town, township or school district shall lend or pledge the credit or faith thereof, directly or indirectly, in any manner to or in aid of any person, company or corporation, public or private, for any amount or for any pur- pose whatever, or become responsible for any debt, contract or liability of any person, company or corporation, public or private, in or out of the State. See Art. V, § 38, and § 2, post. § 2. Neither the State nor any county, city, town, township or school district, shall make any donation or grant to, or in aid of, or become a subscriber to, or shareholder in, any corporation or company, or a joint owner with any person, company or coiTDoration, public or private, in or out of the State, ex- cept as to such OAvnership as may accrue to the State, by escheat, or by forfeiture, by operation or provision of law; and except as to such ownership as may accrue to the State, or to any county, city, town, town- ship or school district, or to either or any of them, jointly with any person, company or corporation, by forfeiture or sale of real estate for non-payment of taxes, or by dona- tion or devise for public use, or by purchase by or on behalf of any or either of them, jointly with any or either of them, under execution in cases of fines, penalties or for- feiture of recognizance, breach of condition of official bond, or of bond to secure public moneys, or the performance of any contract in which they or any of them may be jointly or severally interested. See art. V, § 38, and § 1, ante. COLOEADO. Corporations — Const., Art. xv, §§ 1-8. [XoilliPi" the St.ate nor auy county, city, town, township or school district can make any dona- tion or grant to, or in aid of, or become a sub- scriber or shareholder in any corporation or com- pany. R. R. Co. V. Lea, 5 Col. 192.] ARTICLE XV. Corporations. § 1. All existlnjr charters or grants of special or exclusive privileges \inder which the cori^orators or grantees shall not have organized and commenced business in good faith at the time of the adoption of this Constitution shall thereafter have no validity. See § 633. [Provision in a charter allowing exemptions from taxation Is a i)art of the contract between the corporation and the State, and the oblisa- tion cannot be Impaired by any subsequent legis- lation, either statutory or constitutional. Comrs. v. Seminary, 12 Col. 499; s. c, 21 Pac. Rep. 490.] § 2. No charter of incorporation shall be granted. extendeorate exls'tence. See D. & S. Ry. Co. v. D. C. Ry. Co., 2 Col. 673; Cowell v. Col. S. Co., 3 id. 82; tluniphrevs v. Mooney. •"> id. 282: I'eo. v. Cheeseman, 7 id. 376: s. c, 3 Pac. Rep. 716: Jones v. Hardware Co., 40 id. 457. As to what is a suffi- cient compliance with the requisites of the law to constitute a corporation de facto; see Schroers v. Fisk, 10 Col. 605; s. c. 16 Pac. Rep. 285; Duggan V. M. & 1. Co.. 11 Col. 116; s. c. 3 I'ac. Rep. '"16; Murnhv v. Moonev, 5 Col. 282; Peo. v. Cheese- man, supra: Grand R. B. Co. v. Rollins. 13 Col. 6; s. c, 21 Pac. Rep. 807: Edwards v. D. & R. G. R. Co.. 13 Col. 65: s. c, 21 Pac. Rep. 1011; Jones v. Hardware Co., supra; Bates v. Wilson, 14 Col. 141; s. c, 24 Pac. Rep. 104. Three things neces- sary to constitute a de facto corporation. (1) A law authorizing the creation of such a corpora- tion. (2) A bona fide attempt to comply with such law. (.3) A user of corporate powers. Duggan v. M. & I. Co., supra. Subscription and acknowl- edgment of articles, properly authenticated, may be made as well without as within the State. Humphreys v. Mooney, supra. Officer taking ac- knowledgment need not certify that he is per- sonally acquainted with the parties signing the articles. Peo. v. Cheeseman, supra. In con- Ptrning grants of corporate franchises, Federal courts are bound to follow State courts. Mooney v. Humphrey, 4 McCrary, 113; s. c, 12 Fed. Rep. 613.] § 474. All corporations formed under the provisions of an act of the general assembly of this State, entitled "An act to provide for the formation of corporations," approved March 14, 1877,* that may have heretofore extended, or may hereafter extend their busi- ness into counties other than those con- templated or specified in their original cer- tificate of incorporation, may procure from the secretary of State a certified copj% or copies, of the certificate filed in his office, and file such certified copy in the office of the recorder of deeds in each county or counties in which such business has been or may be extended, and in any other county in which the business of such corporation has been carried on, and when so filed .such certified copy shall haA-e the same force and effect as an original certificate filed at the time of the incorporation of such companies would have. § 475. When the certificates shall have been filed as aforesaid, tlie secretary of State shall record and carefully preserve the same in his office, and a copy thereof duly certi- fied by the secretary of State under the great seal of the State of Colorado, shall be evi- dence of the existence of such company, liut no certificate shall be filed or received for two corporations bearing the same name. See §§ 504, 502. [Existence of de facto corporation cannot be at- tacked collaterally. See § 473, note. Where own- ership is alleged in a corporation, its corporate existence, at least de facto, must be proved. Miller v. Peo., 13 Col. 166; s. c, 21 Pac. Rep. 1025. As to what is sufficient proof of corporate exist- ence. Denver, etc., Co. v. Dnscoll, 12 Col. 525; s. c. 21 Pac. Rep. 'lo.s: Smith v. Cisson, 1 Col. 31. Articles certified by the county recorder may also be introduced, to prove some secondary fact. Schiffer v. Adams, 13 Co) .''-■('9: s. c, 22 Pac. Rep. 964. Right of corporation to which property was transferred before the fee for filing Its articles of incorporation with the secretary of State was paid, to claim the property transferred as a co- partnership. Jones V. Hardware Co., 40 Pac. Rep. 457.] § 476. Corporations formed under this act shall be bodies corporate and politic in fact and in name, by the name stated in such cer- tificate, and by that name have succession for the period for which they are organized; may in any court of law or equity in this State sue and be sued, may have a common seal, which they may alter or renew at pleasure, by filing an impression of the same in the office of the secretary of State: may own, possess and enjoy so much real and personal estate as shall be necessary for the transaction of their business, whether ac- quired by purchase, grant, devise, gift or otherwise and may, from time to time, sell and dispose of the same or any part thereof when not required for the use of the cor- poration. They may borrow money and jjledge their franchises and property both real and personal to secure the payment thereof; and may have and exercise all the ♦The body of the corporation law contained herein. 12 COLOKADO. Sluu-fs of stock— Stat., § 480. powers necessary aiifl requisite to carry into effect the objects for Avliicli tliey may be formed, as named in tlieir certificate of in- corporation. Corporation may convey lands. § 427. How. J§ 453, G22, 623. Corporation may sue and be Bued. See § 503, and cross-references. May make by-laws. § 484. [The charter of a corporation is its constitution and pives it all the powers it possesses. Car- penter V. Peo., 8 Col. 116; s. c, 5 Pac. Rep. 828. Grants of privileges must be strictly construed. I). & S. Rv. Co. V. D. C. Ry., 2 Col. 680. Corpo- rate powers cun.^trued strictly against corporation and in favor of the public. C. & G. R. Co. v. People. 5 Col. 45. Discussion of power of corpora- tion and its agents to make contracts. See Spang- ler V. Butterfield. 6 Col. 356. Express authority to liorrow monev not necessary. Mining Co. v. Bank, 2 Col. 2.")6; s. c, 5 Am. Corp. Cas. 176. When a contract has been executed and enjoyed, corpora- tion is estopped to deny its capacity. Id. Cor- iioration and corporate powers defined. Utley V. L. M. Co.. 4 Col. 372-3. Corporation is a trustee for its stockholders. Ditch Co. v. Elliott. 10 Col. 322; s. c, 15 Pac. Rep. 691. And the relation be- tween corporation and its stockholders is one of contract arising from subscription to stock, and to be construed from the provisions of the charter. Id. Right of way is property, which can be sold under this section. Bailey v. P., etc., Co., 12 Col. 234; s. c. 21 Pac. Rep. 35. The power to purchase necessarilv Implies the power to incur obligation to pav, provisions of the by-laws to the contrary notwithstanding. Arapahoe Co. v. Stevens, 13 Col. 540; s. c, 22 Pac. Rep. 823. The body cor- porate cannot be separated from Its constituency. Ark., etc.. Co. v. F. L. & T. Co., 13 Col. 587; R. c. 22 Pac. Rep. 947. Suits must be brought ill the name and by authority of the corporation. Id. When individual shareholders may sue. Id. When corporation must be made defendant. Bvers v. Rollins, 13 Col. 22; s. c, 21 Pac. Rep. 894. Corporation liable in tort, same as natu- ral persons, and exemplary damages may be awarded against them. W. U. Tel. Co. v. Eyser, 2 Col. 141. I>egrees of negligence; contributory negligence. Id. Defendant sued as a corporation cannot deny its own existence, either in abate- ment or in bar. Id. Agent acting within scope of autho;-ity, when. Id. Extent of authority of agent to employ laborers. Gregory Co. v. Raber. 1 Col. 511. Corporate seal attached to an instru- ment purporting to be the act of the corporation and signed by the president, prima facie evidence that it was atHxed bv proper authority. Mining Co. v. Bank, 2 Col. 227; s. c, 5 Am. Corp. Cases, 176. The superintendent of a mining corporation has no authority, by virtue of his office, merely to borrow money. Mining Co. v. Bank, 2 Col. 565; s. c, 5 Am. Corp. Cas. 176. Nor has the presi- dent, as such, authority to repay such unauthor- ized loan. Id. One of the privileges of a corpo- ration is to own real estate. W. C. T. U. v. Taylor, 8 Col. 78; s. c, 5 Pac. Rep. 826. As to p(iwer of corporation to hold real estate, see Cow- ell V. Col. Sp. Co., 3 Col. 88; aflirmed, 100 U. S. tS'). The ratification of the acts of an agent is t.mtamount to original authority. Mining Co. v. Donat, 10 Col. 5.33; s. c, 16 I'ac. Rep. 157. And such ratification is often presumed from lapse of time; one hundred days sunicient to presume ratifi- cation. Id. The i)lea of ultra vires not an absolute defense in all cases of exeess of power. Sometimes such a defense is unconscionable. Ins. Co. v. MeCIelland. 9 Col. 21; s. c, 9 I'ac. Rep. 771. Ultra vires, when a defense. Rollins v. Comrs., 15 Col. 103; s. c, 25 I'ac. Rep. 319. The cessation of official relations between corporation and its manager may affect contractual relation depend- ent thereon. * Coal Co. v. Hinds, 15 Col. 17.3; s. c, 25 Pac. Rep. 502. Validity of contract with min- ing companv for ores to be mined. S. M. Co. v. S.\V: R. Co., 10 Col. 118; s. v.. 26 Pac. Rep. 326. One corporation acting as agent of another. Ins. Co. V. .loues, 16 Col. 515; s. c, 27 I'ac. Rep. 8ii7. Rule of agency not changed by accidental circum- stiiuces. Id. A corjioration may, by entering under a lease executed by an officer without authority, and pay- ing rent, ratify it. Jenet v. Albers, 43 Pac. Rep. 452. A person dealing with a corporation as such, admits its corporate existence. I'lummer v. Mer- cantile Co., 23 Col. 190; s. c, 47 Pac. Rep. 294.] (§§ 477, 478, 479, relating to amendments to cer- tificate, are repealed by act of April 6, 1891. See p. 27.) § 480. The shares of stociv shall not be less than one dollar nor more than one hundred dollars each, and shall be deemed personal property and transferable as such in the manner provided by the by-laws, and sub- scriptions therefor shall be made payable to the corporation, and shall be payable in such installments and at such time or times as shall be determined by the directors or trustees; and an action may be maintained in the name of the corporation to recover any installment which shall remain due and unpaid for the period of twenty days after personal demand therefor, or, in case where personal demand is not made within thirty days after, a written or printed demand has been deposited in the post-office, properly ad- dressed to the post-office address of such delinquent stockholder. The directors or trustees may by by-laws prescribe for a for- feiture or sale of stock on failure to pay the installments or assessments that may, from time to time, become due, but no forfeiture of stock, or of the amount paid thereon, shall be declared as against any estate or against any stockholder before demand shall have been made for the amount due thereon, eUher in person or by written or printed no- tice duly mailed to the last known address of such stockholder, at least thirty days prior to the time when such forfeiture is to take effect; Provided, That the proceeds of any sale, over and aboA-e the amount due on said shares, shall be paid to the delin(iueut stockholder. Assessments on stock. § 489. Dividends. § 492. Stock not to be issued except for value. Const., art. XV, § 9; § 618. Shares of stock subject to levy and sale. §§ 2576-2581. Attachment of. §§ 2706-7. Taxation of. §§ 3781 et seq. [This section gives the power to pass by-laws regulating the transfer of stock. Conway v. St. John, 14 Col. 30; 23 Pac. Rep. 170. Title to stock in a corporation, as against creditors, can only pass bv transfer on books of corporation. Id. Shares 'of stock in a company duly incorporated are personal property. McClaskey v. Lake View M & T Go.. IS Col. 65; s. c. 31 I'ac. Rep. .i33; Mercantile Co. v. Davis. IS Col. 93; s. c, 31 Pac. Rep 49.">. A suit bv a stockholder to have cer- tain stock cancelled, not brought in cood faith, but in the interest of a rival corporation, cannot l)e maintained. Beshoar v. Chappell, 40 Pac. Rep. 244.] COLOEADO. 13 Election of directors — Stat., §§ 481, 482. § 481. (As ameiKlecl April S, 1S0.">.) The cor- porate powers shall be exercised by a board of directors or trustees of not less than three, or more than thirteen, who shall respectively be stockholders in said company, and who shall (except the first year) be an- nually elected by the stockholders, at such time and place as shall be directed by the by-laws of the company; and public notice of the time and place of holding such elec- tions, and also of all jreneral or special meet- ings, shall be published not less than ten days previous thereto in a newspaper ptib- lisiied in or nearest to the place in which the principal otfice of the company shall be kept, as specified in its articles of incorpora- tion, and by delivering personally or de- l.ositing in the post-ofhce at least thirty days before such meeting a notice properly ad- dressed to each stockholder, signed by the president or secretary, stating the time and object of said meeting; and no business shall be transacted at any special meeting except such as shall be mentioned in said notice; if, hoAvever, any stockholder shall fail to furnish the secretary with his correct post- office address, he shall not be entitled to such separate notice. Elections of directors or trustees shall be made by such of the stockholders as shall attend for that purpose, either in person or by proxy; Provided, a majority of the stock issued shall be repre- sented; and if a majority of such stock shall not be represented, such meeting may be ad- journed by the stockholders present for a period not exceeding sixty days at any one adjournment. When it is found that a ma- jority of the stock is represented at such meeting or adjoiu'ned meeting, the stock- holders shall proceed to nominate the number of directors, trustees or managers to be elected, each stockholder having the right to nominate. The election shall be by ballot, on which each person voting shall write the names of as many persons as are to be elected from the nominees. Each stock- holder shall have the right to vote in person or by proxy for the number of shares owned by him or her, and in balloting for directors he or she may vote said number of shares for as many directors, trustees or managers as are to be elected, or he or she may cumu- late such shares and give one candidate as many votes as the number of directors mid- tiplied by the number of his or her shares of stock shall equal, or to distribute them on the same principle among as many candi- dates as he or she may desire; and the per- sons having the highest number of votes in consecutive order shall be declared elected the board of directors, trustees or managers for that year, and such directors, trustees or managers shall not be elected in any other way. And when any vacancy shall happen among the directors or trustees, by death, resignation, or otherwise, it shall be filled for the remainder of the year as shall be provided by the by-laws of said company. The board of directors or trustees of a min- ing or manufacturing corporation shall not have power to encumber the mines or plant of such corporation, or the principal ma- chinery incident to the production from such mine or plant, imtil the question shall have been submitted at a proper and legal meet- ing of the stockholders and a majority of all the shares of stock shall have voted in favor of such proposition: and any mortgaging or incumbering of such property, without such consent shall be absolutely void, and the vote upon such proposition shall be entered on the minutes of the corporation. Annual report of directors. § 491. General pow- ers. § 476. Business management of corporation. §§ 507-509. [Declaration of director regarded as an admis- sion by the corporation. Gregory Co. v. Raber, 1 Col. 51.J. Stockholders may instruct the trustees as to the course to be pursued, but the power of a corporation is vested in the trustees, and 'hey onlv can express it at will. Mining Co. v. Bank, 2 Col. 565; s. c, 5 Am. Corp. Cas. 176. The dele- gation of power to the trustees is exclusive. Id. Oral evidence of the proceedings of corporate meeting, of which a record is shown to exist, is Inadmissible. Id. And strict proof of authentic- ity of record is required. Id. In a corporation a majority makes a quorum, and a majority of a quorum may act. I'eo. v. Lathrop, 3 Col. 452. President and secretary cannot bind corporation by a note, without proof of authority. Breed v. Bank, 4 Col. .^06. The ineligibility of persons to act as officers of corporation cannot be taken advantage of in a collateral proceeding. Hum- phreys V. Mooney, 5 Col. 292. The persons named in tlie certificate as directors of the Company for the first year, are created such by operation of law. Id. Mode of transacting business by di- rectors. Longmant, etc., Co. v. Coffman, 11 Col. 533; s. c, 19 Pac. Rep. 508. Stockholders alone can be direclris under the laws of this State. Byers v. Rollins, 13 Col. 26; s. c, 21 Pac. Rep. 894. A corporation, both at common law and un- der the statute, acts by and through its trus- tees and agents, and cannot act otherwise. A. R., etc., Co. v. F. L. & T. Co., 13 Col. 598; s. c. 22 Pac. Rep. 958. Directors of a corporation are its agents, and represent stockholders, and are therefore, held to the exercise of the utjnost good faith. Bill v. Tel. Co., 16 Fed. Rep. 14. There- fore, corporations may repudiate a contract made by the directors when they, themselves, are the other contracting party. Id. Authority of otficer or agent of corporation to execute a note, how determined. Foster v. Mining Co., 17 Fed. Rep. 130; s. c, 5 McCrary, .331. While the officers of a corporation occupy trust relations to it, trust relations to the corporation do not, as to stock- holders, create trust relations inter sese. Gillett V. Bowen, 23 Fed. Rep. 625. Directors not entitled to compensation for services as such, unless pro- vided for or expressly sanctioned by the charter. Brown v. R. M. S. .Mines, 17 Col. 421; s. c, 30 Pac. Rep. 66. But otherwise if services are clearly outside ordinary duties of directors and in pursu- ance of an express contract. Id. Question whether a purchase of corporate property by a director which was subsequently ratiJied by the stu'-khold- ers was not fraudulent as to corporate creditors. Crymble v. Mulvaney, 40 Pac. Rep. 499. i*ersons acting as directors, and contracting debts, are estopped to deny their official posi- tion. .Tenet v. Albers, 43 Pac. Rep. 4.52. And the fact that by statute directors could hold office for one year only did not exempt them from liability as such if they continued in office after that year. Jenet v. Nims, 43 Pac. Rep. 147.] § 482. In case It should happen at any time that an election of directors or trustees shall 14 COLOEADO. Officers and agents — Stat., §§ 48;i-i87. pot be lu'kl on the day designated by the by-laws of said company, Avhon it ought to have been held, the company for that reason j^hall not be dissolved; but such directors or trustees may be chosen at any subsequent meeting of the stockholders, at which a ma- jority of the stock is represented, such meet- ing to be called by the directors or trustees, or any two stockholders, by giving public notice of the time and place of holding such meeting, in the manner provided by section of this cha])tor; Provided, If a majority of such stock be not represented at the meet- ing so called, the same may be adjourned by the stockholders present, for a period not exceeding sixty days. § 4So. The directors or trustees shall elect one of their number to be president, and may elect or appoint such subordinate offi- cers as the company may, by its by-laws, designate, and such subordinate officers shall, if required by the company, give se- curity for the faithful discharge of their official duties. Annual report of officers. § 401. Liability for false report. § 494. See §§ 3861-2. [An agent appointed without a seal by the presi- dent of a corporation can bind the corporation by his acts. Tel. Co. v. Graham, 1 Col. 182. The usual course of business of a corporation is ad- dressed through its president, and he cannot at will put off his official character, assume the per- sonal status, and deny to those having business with the corporation access to it through him. Mining Co. v. Bank. 1 Col. 531: Mining Co. v. Bank, 2 id. 2.58. Powers and authority of presi- dent. 1 Col. 532. Corporation responsible if it employs negligent agents. Tel. Co. y. Claymore, 2 Col. .36. Corporation may deny Its signature to a written instrument by the oath of its authorized agent. Mining Co. v. Tappan, 2 Col. 124. Agent's authority to sign instrument can only be denied under oath. Id. Authority of agent to borrow money: when must be express and when implied. Spangler v. Butterfield, 6 Col. 364. When superintendent and secretary are general agents of a corporation they are clothed with all powers essential to its proper management. Webb V. Smith, 6 Col. 366. Corporation bound by con- tract under seal. AVilliams v. Canal Co., 13 Col. 479; 22 I'ac. Hep. 806. Personal liability of officers. Cook v. Merritt, [ 15 Col. 212: s. c, 25 Pac. Rep. 176; Buenz v. i Cook, 15 Col. 38; s. c, 24 Pac. Rep. 679. By-law i /lelrgating to manager full power to manage busi- j ness^ construed. S. M. Co. v. S. & R. Co., 16 Col. 118: s. c. 26 Pac. Rep. 326. Courts will not, as a general rule, at the suit of a stockholder, \ interfere with internal management of corpora- tion. Miller V. Murray. 17 ("ol. 4u8: s. c. .30 Pac. Rep. 46. It must appear that he cannot redress either through the managing bociy or ihe stock- holders. Id. Rule in such cases diff.'rent in State and Federal courts. Id. When redress should be brought through stockholders. Id. One who acts as agent of a corporation could Jiot deny his official character. Janet v. Nims, 43 I'ac. Rep. 147.] § 484. Th" stockliolders of any corporation formed un15- s. c. 26 Pac. Rep. 812. A corporate creditor cannot waive a default by the directors in failing to file the statement required by law and aval! himself of a similar default in the fol- lowing year to prevent the running of the liraita- 16 COLORADO. Improper dividends; directors' meetings, etc.— Stat., §§ 492-497. tioii a^Minst his claim. Fml & Iron Co. v. Lenbart. 41 Pac. Hep. 834. Above statute Is penal in its nature, and, therefore, to be strictly construed. Id.] § 492. If the directors, trustees or other oftioers or ageuts of any corporation shall de- clare and pay any dividend when such corpo- ration is insolvent, or any dividend the pay- ment of which would render it insolvent or would diminish the amount of its capital stoclc, all directors, trustees, agents or offi- cers assenting thereto shall be jointly and severally liaijle for all debts of such corpora- tion theii existing, and for all that shall there- after be contracted while the capital remains so diminished. § 493. The by-laws of every corporation shall provide for the calling of meetings of the directors or trustees, and when such di- rectors or trustees shall be present at any meeting, hoAvever called or notified, or shall sign a written consent thereto, on the record ot^ such meeting, the acts of such meeting shall be as valid as if called and notified; Provided, That unless it shall be stated in the certificate of incorporation that meetings of the directors or trustees may be held be- yond the limits of this State, or unless such meeting was authorized or its acts ratified by a vote of a majority of the stoclcholders at a regular meeting, the action of any meeting held beyond the limits of this State shall be void. By-laws. § 484. [Legality or regularity of certificate of incorpo- ration, wliich provides that the meetings of stock- holders and directors shall be held outside the State where incorporated, cannot be attacked col- laterally. Humphreys v. Mooney, 5 Col. 293.] § 494. If any certified report or statement made, or public notice given, by the officers of any corporation, shall be false in any material representation, all the officers who shall have signed the same, liuowing it to be false, shall be jointly and severally liable for all damages arising tlierefrom. § 495. No person holding stock in any cor- poration as executor, administrator, con- servator, guardian or trustee, and no person holding such stoclv as collateral security, shall be personally subject to any liability as stoclvliolder of such corporation, but the person pledging such stock shall be con- sidered as holding the same, and shall be liable as a stockholder accordingly, and the estate and funds in the hands of such exec- utor, administrator, conservator, guardian or tiustee shall be liable in like manner and to the same extent as a testator or intestate, or the ■\\'ard or person interested in sueli trust fiM:ds would liave lieen if lie had been living, and had been competent to act, and held the stock in his own name. Trust funds not to bo invested in stocks. Const., «rt. V, § 36. § 49G. Every executor, administrator, con- servator, guardian or trustee shall represent the stock in his hands at all meetings of any such corjioration, and may vote accordingly as a stockholder, and every person who shall pledge his stoclv may nevertlieless represent tlie same at all meetings and vote accord- ingly. Identical with Illinois statute. Ch. 32, § 24. Trust funds not to be invested in stocks. Const., art. V, § 36. § 497. If any corporation, or its authorized agent, shall do any act which shall subject it to a forfeiture of its charter or corporate pov\-ers, or shall allow any execution or de- cree of anj' court of record for a paj-ment of money, after a demand made by the cfficei's, to be returned " no property found," or to remain unsatisfied for ten days after such demand, or shall dissolve or cease doing business, leaving debts unpaid,' suits in equity may be brought against all persons who Avere stockholders at the time, or liable in any way for the debts of the corporation, by joining the corporation in such suit, and each stockholder may be required to pay such debts or liabilities to the extent of the unpaid portion of his stock; and courts of equitj' shall have full power, on good cause shown, to dissolve or close up the business of any corporation, to appoint a receiver therefor, who shall have authority by the name of the receiver of such corporation (giving the name), to sue in all courts, and to do all things necessary to closing up its affairs as commanded by the decree of the court. Personal liability of stockholders. § 486. Of trustees on dissolution. § 619. Effect of dissolu- tion. §§ 509, 619, 620. See act of 1891, at p. 27. [A sovereignty conferring a franchise may at any time, and in its own way, inquire into the manner in which the franchise is used. Road Co. V. Peo., 5 Col. 42. The State, through its courts, niav waive a forfeiture of a charter, and it is generally its duty to do so where infrac- tions are not willful. Road Co. v. Peo., 5 Col. 46. It is a general rule that when the statute provides a remedy to test the right to exercise a franchise, it is exclusive of all other remedies. R. R. Co. V. Peo., 5 Col. 60. Charter of banking cor- poration liable to forfeiture, when. Peo. v. Bank. 7 Col. 226; s. c, 3 Pac. Rep. 214. Courts have jurisidiction to appoint receiver, when. Jones v. I'.auk. 10 Col. 464; s. c, 17 Pac. Rep. 272. The appointment of a receiver does not dissolve cor- poration, either in law or in fact. Id. Nor does mere insolvency. Id. Courts of equity have no inherent power to dissolve a corporation in the absence of statutorv provisions. Id. Surrender of franchises is not an official act, but to be effectual must be the act of the stockholders as such. Id. Assets of insolvent corporation constitute a trust fund for pro rata distribution among creditors, when. .Tones v. Rank. 10 Col. 481; s. c, 17 Pac Rip. 272; Rreeue v. Rank, 11 Col. 102; s. c, 17 Pac. Rop. 280. Insolvency alone does not prevent mmoration from tiansact'ng business. Rreene v. I'.auk, 11 Col. 99; s. c , 17 Pac. Rep. 280. Status of insolvent corporations discussed. Rreene v. H'lnk. 11 Col. 97-192; s. c. 17 I'ac. Rep. 280. Un- der this section each stockholder is liable and may b«. joined with the corporation in a suit for all COLOEADO. 17 Furc-igu corporations — Stat., §§ 498-500. liabilities a;,Minst it. Tabor v., Mfs. Co.. 11 Col. 426; s. c, 18 I'ac. Itep. iiil. The fiction of a body corporate, separate and distiaet from its lueinbers is uot reeognized in equity. Ark., etc.. Co. v. F. L. & T. Co., 13 Col. 598; 22 I'ac. Rep. 958.] Foreign Corporations. § 4118. It shall and may be lawful for any corporation created or existing under the laws of this State for the purpose, among others, of exercising its franchises or carry- ing ou ])art of its business l)eyond the limits of this State, and in another State or Terri- tory of the United States or elsewhere, to accept any law of sucli other State or Terri- tory of llie United States, or foreign State and government and to exercise within the territory of such other State or Territory or foreign State or government, all such au- thorities, powers, privileges, rights and fran- chises as may be by such laws conferred, subject to such duties, liabilities and re- strictions as may by such laws be imposed. FA corporation is resident only of the State which creates it. It cannot immisrrate to another sovereisrnty. and is only permitted to do business in another State through comity. Smith v. ripe, 3 Col. 388; Utley v. L. SI. Co., 4 id. 371.] § 40n. (As amended April S. 189.S.") Foreign corporations shall, before they are author- ized or permitted to do any business in this State, mal^e and file a certificate, signed by the president and secretary of such corpora- tion, duly acknowledged, with the secretary of State, and in the office of the recorder of deeds of the county in which such business is carried on. designating the principal place where tlie Imsiness of such corporation shall be carried on in this State, and an authorized agent or agents in this State residing at its principal place of btisiness upon whom pro- cess may be served; and such corporation shall be subjected to all the liabilities, re- strictions and duties which are or may be imposed upon such corporations of lilvc char- acter organized under the general laws ot this State, and shall have no other or greater powers. And no foreign or domestic cor- poration, established or maintained in any way for pecuniary profit of its stockholders or members, shall purchase or hold real estate in this State except as provided for in this act, and no corporation doing business iu this State, incorporated under the laws of «ny other State, shall be permitted to mort- gage, pledge or otherwise encumber its real or personal property situated in this State, to the injury or exclusion of any citizen, citizens or corporations of this State, who ai'e creditors of such foreign corporation, and no mortgage by any foreign corporation, except railroad and telegraph companies, given to secure any debt created in any other State, shall take effect as against any citizen or corporation of this State, until all its liabilities due to any person or corporation in this State at the time of recording such mortgage, have been paid and extinguished, Provided, however. That if anj- foreign cor- poration other tlian those expressly men- tioned herein, intending or desiring to mortgage any or all of its property for any debt created or to be created iu any other State, shall give notice of such intention or desire by publication for six (0) successive weeks prior thereto, in some dailj' or weekly newspaper printed within the county wherein the property so intended or desired to be mortgaged is situated, or if there be no such newspaper, by posting such notices in five (5) public places within such county, rtquesting all citizens and corporations of this State, having any claims or demands of any kind or nature whatsoever against the said foreign corporation, to file the same dulj- verified with the county clerk of the countj- in which such property so desired to be mortgaged is situated, on a date specified in such notice, which date shall be subse- quent to the date of the last publication of such notice or in case of failure so to file such claim or demand, then and in such case, a mortgage given by such foreign corpora- tion to secure any debt created in any other State, shall take effect as against any citizen or corporation of this State, who shall fail to file his or its claim. See Const., art. XV, § 10, and cross-references. [Corporation has no legal existence beyond sovereignty of its creation, except bv courtesy. Cook v. Hager, 3 Col. 388; Utley v. L." M. C. Co., 4 id. 371. This section is prohibitory, but such corporation may sue or be sued even if the re- Quired certificate is not filed. Tabor v. >Ianf. Co., 11 Col. 429; s. c, 18 Pac. Rep. 537; Utley v. L. M. Co., supra. But, query, whether it may hold and enjoy property. Id. There is notliing in the stat- utes requiring corporators and officers, any more tlian stockholders,- to be residents of the State granting the charter. Humphreys v. Mooney, 5 C()\. 292. This section referred to in W. U. T. Co. A. Conant, 11 Col. 112; s. c, 17 Pac. Rep. 107. htatr.te applicable and a suffKient answer to oon tract made before filing of certiflcate. Man. Co. V. Ferguson, 4 Fed. Rep. 498; s. c. reversed, 113 U. S. 727: s. c, 5 Sup. Ct. Rep. 739, and principles discussed nt lergrh. A foreign corporation which fails to file the certiflcate required by statute may, nevertheless, sue for goods sold and delivered. Fairbank, etc.. Co. V. MacLeod, 8 Col. App. 190; s. c, 45 Pac. Rep. 282. Contracts of foreign corporations, made without filing statutory certificates, held valid. Rockford Ins. Co. v. Rogers, 47 Pac. Rep. 848.] § aOO. Every company incorporated under the laws of any foreign State or kingdom or of any State or Territory of the United States, beyond the limits of this State, and now or hereafter doing business within this State shall file iu the office of the secretary of State a copy of their charter of incorpora- tion; or in case such company is incorporated by certificate under any general incorpora- tion law, a copy of such certificate and of such general incorporation law duly certi- fied and authenticated by the proper author- 18 COLORADO. Foreign corporations; legal proceedings — Stat., §§ 501-506. ity of such foreign State, kingdom or Territory. See § 499, and Const., art. XV, § 10, cross-refer- ences. rinsurance companies are exempt from this sec- tion. L. of 1887, p. 290. A single purcliase of macliinerv is not " doing business " witliin mean- ing of tliis section. Iron AVorlvS v. Mining Co., 15 Col. 4'J!); p c, 25 Tac. Rep. 32.5; Cooper Manf. Co. V. Ferguson. 113 U. S. 727; s. c, 5 Sup. Ct. Rep. 739 ] § 501. A failure to comply with the pro- visions of sections 23 (§ 499) and 24 (§ 500) of this act shall render each and every othcer. agent and stocliholder of any such corporation, so failing herein, jointly and sev- erally personally liable on any and all con- tracts of such company made within this State during the time that such corporation Is in default. [A failure to so file is not ground for a for- feiture of tlie cliarter. Ins. Co. v. Overholt. 4 Dill (Col.), 288. Tlie penalty prescribed in this section does not relieve corporation from doing all things required of it by this statute. Utley V. L. M. Co., 4 Col. 372.] § 502. The several certificates, statutes and charters mentioned in section twenty-four (24) of this act, (§ 5U0), shall be by the secre- tary of State filed and preserved in his office as a part of the record thereof, and he shall be entitled to a fee of fifty cents for receiv- ing and filing every such certificate and statute. Copies of such charters, statutes and certificates, duly certified by the secre- tary of State under his seal of oflice, shall be received in all courts of this State, as sufficient evidence of the corporate character of such incorporations, and of all their pow- ers, duties and liabilities, and the originals thereof may in like manner be used in evi- dence of these matters with like effect. See Const., art XV, § 10, and cross-references. Legal Proceedings by and against Corpo- rations. § 503. Suits may be instituted and prose- cuted by and against any corporation formed Or recognized [organized] under this act, in the same manner and in like cases as natural persons. Proceedings against a foreign corporation to for- feit lands. § 101. Service of process on corpora- tions. § 506; Acts of 1891, at pp. 28, 29. Publica- tion of. Act of 1895, at p. 29. Corporation may Bue Its members. § 621. And is subject to garnish- ment. § 2707. Pending suits not affected by reorganization. § 630. Vt-nue of actions against corporations. § 506. Corporation may sue and be sued. § 476. Receivers may sue. § 497. [A defendant sued as a corporation cannot leny its existence, either in abatement or In bar. irooll V. Martin, 1 Col. 169; D. & S. Ry. Co. v. D. C. Ry. Co., 2 id. 679; Tel. Co. v. Eyser, id. 141. And plea of nul tiel corporation is a plea in' bar. Tel. Co. V. Evser, 2 Col. 158. Corporation is liable for its torts. Tel. Co. v. Eyser, 2 Col. 141: R. R. Co. V. Ogden, 3 id. 503. Contributory negligence no defense, when. Tel. Co. v. Kysor, supra. Cor- poration may be sued for specilic performance of contract. Frue v. Houghton, 6 Col. 324. And for money had and received. Manvill v. Mining Co., 17 Fed. Rep. 425. I'ltra vires no defense, when. Ins. Co. V. McClelland, 9 Col. 21; s. c. 9 Pac. Rep. 771. Corporation cannot maintain suit for equi- table relief, except as the representative of the stockholders. Ark., etc.. Co. v. F. L. & T. Co., 13 Col. 598; 22 Pac. Rep. 958. Suit is brought with- out authority when not ordei-ei by majoiUy of trustees. Id. Hooks and records of corporation as evidence. Mining (^o. v. Bank, 2 Col. n75; Byers v. Hussey, 4 id. 521. Corporation created by a territorial legislature cannot sue as a federal corporation in the United States courts. Express Co. v. Ry. Co., 4 Mc- Crary, 79; s. c, 16 Fed. Rep. 712. And the mere fact that a suit is by or against a federal corpo- ration is not, of itself, sufficient to confer juris- diction upon a federal court. Id. Suit by stock- holders against corporation; prerequisites. Foote v. Mining Co., 17 Fed. Rep. 46; s. c, 5 McCrary, 251; Hawes v. Oakland, 104 U. S. 450. A corpora- tion sued by a national bank for money loaned it, cannot set up as a bar that they exceeded in amount one-tenth of its capital stock actually paid in. (See R. S. of U. S., § 5200.) Mining Co. v. IJank, 96 U. S. 640. A single transaction may sub- ject foreign corporation to jurisdiction of State courts. Iron Works v Mining Co., 15 Col. 499; s. c, 25 Pac. Rep. 325. In an action by a stockholder against an ofii(!er to redress an injury against the corporation, the pleadings must show a demand on the corporate authorities to sue. or an excuse therefor. Beshoar V. Chappell, 40 Pac. Rep. 244.] § 504. The certified copy of any articles of ir.corporation and changes thereof together with all indorsements therein (thereon) under the great seal of the State of Colorado, shall be taken and received in all courts and places as prima facie evidence of the facts therein stated. See §§ 475, 502. § 505. Nothing in this act contained shall be construed to allow the construction of any street or other railroad, or other struc- ture or sub-structure, for any purpose on, below or elevated above the surface of the ground of any street or alley within the limits of any such city or town, by any cor- poration, pei'son or persons whomsoever, without the consent of the local authorities of such city or town; but no such consent, however enacted or expressed, on any cou- sidera^ on whatever, shall opeiate to reliev* or protect any person, persons, or corpora- tion or corporatious 'constructing any sueb street or other railroad, or structure or sub- structure, as aforesaid, against any claim for damages to private property, which otherwise, without such consent, might be lawfully maintained ag;iinst sur-h person or I)ersons, corporation or corporations. See Const., art. II, § 15. § 50(J. In suits again-t any corporation summons shall be served in that county COLORADO. 19 Statement by officers; record of stockholders — Stat., §§ 507, .j(J8. where the principal office of the corporation is kept or its principal business carried on, bj- delivering a copy to the president thereof, if he may be found in said county, but if he is absent therefrom, then the summons shall be served in like manner in such couutj-, on either the vice-president, secretary, treasurer, cashier, general agent, general superintend- ent, or stockholder of said cori)oration, within such time and under such rules as are now provided by law for the service of such process in suits against real persons, and if no such person can be found in the county where the principal office of the cor- poration is kept, or in the county where its principal business is carried on, to serve such process upon, a stimmons may issue from either one of such counties, directed to the sheriff of any county in this State where any such person may be found, and served with process. If such corporation keeps no prin- cipal office in any county, and there is no county in which the principal business of such corporation is carried on, then suits may be brought against it in any county where the above-mentioned officers' or any, or either of them, may be found. Provided,' That the plaintiff may, in all cases, bring his action in the county where the cause of action accrued. See acts of 1.S91, at pp. 28. 29. See § 50.3. and cross-references. [Venue of action to recover for baggage lost. In the county to which it was checked. R. R. Co. V. Roberts. 6 Col. .3.34. This section construed. (onstructiDn Co. v. Stout, 8 Col. 62; s. c, 5 Pac. Rep. R27; Tel. Co. v. Conant, 11 Col. 113: s. c, 17 Pac. Hep. 107; see. also. Ganebin t. Phelan, 5 Col. 84; Mining Co. v. Lightbourne. 10 id. 430; s. c, 15 Pac. Rep. 78."j; Tabor v. Manf. Co., 11 Col. 426: s c, 18 Pac. Rep. 537. Confession of jndgniert by corporation. White v. Crow. 17 Fed. Rep. 98; s. c, 5 McCrar.v. 315. Service upon rice-president is suflicient, even though return does not show that president could not be found in the county. Mln'ng Co. v. Frost. 15 Col. 310; s. c, 25 Pac. Rep. 506. h'ervice of process upon stockholder of for- eign corporation. See Iron Works v. Mining Co., V> Col. 499; s. c, 25 Pac. Rep. 325.] § 507. Whenever any person or persons owning fifteen (15) per cent, of the capital stock of any corporation formed under this act, shall present a written request to the secretary, cashier or treasurer thereof, that they desire a statement of the affairs of such corporation, it shall be the duty of such sec- retary, cashier or treasurer, to make a state- ment of the affairs of said company, under oath, embracing a particular account of all its assets and liabilities in detail, and to deliver such statement to the persons who presented the said written request to said secretary or treasurer, within twenty days after such presentation: and shall also, at the same time, place and keep on file in the office of the company, for six months there- after, a copy of such statement, which shall at all times, during business hours, be ex- hibited to any stockholder of said corpora- 10 lion demanding an examination thereof; such othcer, however, shall not be required to make such statement, in the manner afore- said, oftener than once in six months. § 508. (As amended April 14, 1893.) It shall be the duty of the directors or trustees of every such corporation, except railroad or telegraph corporations, to cause a book to be kept by the secretary or clerk thereof, containing the names of all persons alpha- betically arranged, who are, or shall within one year have been stockholders of such cor- poration, and showing their place of resi- ' dence, the number of shares of stock held by them respectively, and the time when they respectively became the owners of such shares, and the time when they ceased to be such stockholders, and the amount of stock actually paid in, and what proportion has been paid in cash; which book shall, during the usual business hours of the dav, be open for the inspection of the stockho'lders and creditors of the company, and their personal representatives, at the office or principal place of business of such company, in the county where its business operations shall be located; and any and every such stock- holder, creditor or representative, shall have a right to make extracts from such books, and no transfer of stock shall be valid for any purpose whatever except to render the person to whom it shall be transferred, lia- ble for the debts of the company, according to the provisions of this act, unless it shall have been entered therein, as required by this section, within sixty days from the date of such transfer, by an entry showing to and from whom transferred; or, in case of the pledge of any such stock, a memorandum be made upon the books of the said com- pany, showing to whom and for what amount the stock has been pledged. Such books shall be presumptive evidence of the facts therein stated in any suit or proceed- ings against such corporation, or against any one or more stockholders. Every officer or agent of any such company, who' shall neg- lect to make any proper entry in such book, or shall refuse or neglect to exhibit the same, or allow the same to be inspected, and ex- tracts taken therefrom, shall be, as provided by this section, deemed guilty of a misde- meanor, and the corporation shall forfeit and pay to the party injured a penalty of fifty ('jO) dollars, for every such neglect or refusal, and all the damages resulting therefrom. See § 488. [Any transfer of stof^k by a corporation upon Its books, in the absence of the original oertifl- cate, is made at its peril. Ditch Co. v. Elliott, 10 (ol. 327; s. c. 15 Pac. Rep. 691. Certificates of stock are negotiable and pass bv indorsement, and subject to same rules as negotiable instru- ments. Id. This section takes from the owner of the stock the right to transfer it in accordance with the rales of common law. Conway v. St. .John, 14 Col. .30; 23 Pac. Rep. 170. Under the laws of this State, title to stock in a corporation, as against creditors, can only pass bv transfer on books of company. Id. In a suit to compel offl- 20 COLORADO. Effect of dissolution; general provisions — Stat.. §§ 509, G16-620. ocrs of a corporation to register a transfer of cor- porate stock, the corporation is not a necessary partv. Gould v. Heart, 41 Fort. Rop. 240. There must be at least a substantial compliance with the provisions of this section, in order to protect the propertv ajrainst future assignments or levies. Weber v. Bullock. 19 Col. 214; s. c, 3.5 Pac. Rep. 1R,S. Notwithstanding a compliance with this sec- tion is essential to transfer of legal title to stock, court of equity will protect equitable title of au assignment. Id. Under above section, a transfer of stock unre- corded after sixty days Is not good against the attaching creditors of the assignor. Bank v. Hastings, 42 Tac. Rep. 691.] § 509. The dissolution for any cause what- ever of corporations created as aforesaid, shall not take away or impair any remedy given against such corporations, its stock- holders, or officers, for any liabilities in- curred previous to its dissolution. See §§ 497. 619, 620, and Act of 1S91, at p. 27. General Provisions. § G16. If any corporation formed under this act for the purposes of constructing a road, ditch, bridge, ferry, tunnel, telegraph ov railroad company, shall be unable to agree with the owner for the purchase of any real estate required for the purposes of any such corporation or company, or the transaction of the business of the same, or for right of way, or any other lawful purpose, connected with, or necessary to the operations of such company, such corpox'a- tions may acquire such title in the manner provided by law. See Const., art. II, § 15, note, and cross-refer- ences; art. XV, § 4. [Until the way Is located, no right of way can be said to attach to any particular land. Riddall V. Road Co., 5 Col. 230. As to right of way through canon or pass too narrow to permit passage of two roads, see D. & R. G. Rv. Co. V. C. C. & S. J. Ry. Co., 17 Fed. Rep. 867; Rv. Co. V. Ailing, 99 U. S. 463.] § G17. Any corporation formed under the provisions of this act, for the purpose of constructing a road, ditch, tunnel or railroad, may cause such examination and survey as may be necessai*y to the selection of the most advantageous route, and for such pur- pose, by its officers, agents or servants, m.iy enter upon the lands or any person or cor- poration, but subject to liability for all actual damages which shall be occasioned thereby. See Const., art. II, § 15, note, and cross-refer- ences. § 018. No corporation shall issue stock or bonds except for labor done, services per- formed, or money or property actually re- ceived, and all fictitious increase of stock or indebtedness shall be void. See Const., art. XV, § 9; Statutes, § 490. [Issue of stock in violation of this section I3 unconstitutional and ipso facto invalid. .\rk.. etc., Co. v. F. L. A: T. Co., 13 Col. 601; s. c. 22 I'ac. Rop. 954. Shares may be issued in payment for services rendered in carrying on the corporate business. Arapahoe, etc.. Co. v. Stevens, 13 Col. 541; s. c, 22 Pac. Rep. 823.] § GU). Upon dissolution by expiration of its charter or otherwise of any corporation now existing or which may hereafter be formed, unless some other person or persons be appointed by some court of competent .iurisdiction, the board of directors or trus- tees of such corporation or the managers of the corporate affairs, by whatever name known, acting last before the time of their dissolution, and the survivors of them, shall 1)6 the trustees of the creditors and stock- holders of the corporation dissolved, and shall have full power to settle the affairs of the same: to sue for and collect the debts and moneys due to the corporation, or to compound and settle any claims thereof, as they may deem best; to have, hold, reserve, sell and dispose of property real and per- sonal, of any such corporation dissolved; to ad.iust and pay all the debts of the corpora- tion dissolved; to divide the residue of the moneys and property belonging to the cor- I'/oration dissolved, after payment of debts and the necessary and reasonable expenses, among the stockholders holding stock in .'juch corporation, in proportion to the amount paid upon stock of each stockholder. All such trustees shall be jointly and severally liable to the creditors and stockholder(s) of such corporation dissolved, to the extent of the property and effects which shall come into their hands or possession of any of them, for a proper and faithful discharge of the duties of said trust and disposal of said property and effects. See §§ 497, 509. [Upon dissohition of corporation the right of way for a ditch would not revert to the servient es- tate, but would pass as other propertv under this section. Bailey v. Milling Co., 12 Col. 230; s. c, 21 Pac. Rep. 35.] § G20. The title to all real and personal estate belonging to any such corporation sliall, immediately upon the dissolution tliereof, unless by a decree of court of com- petent jurisdiction, declaring such dissolu- tion, it is otherwise ordered, pass to, and re.st (vest) in such trustees, directors or man- agers, and an action at law may be main- tained by such trustees, or directors, or the survivors of them, in their own names by the style of the trustees of such corporation dissolved naming it, for the recovery of all such property, or of any damage done to the same, or for the recovery of any debts due such corporation dissolved. See §§ 497, 509. COLORADO. 21 Genernl provisions — Stat., §§ G21-628. § 021. All bodies corporate, by the appro- priate action, may sue for, recover aud re- ceive from their respective members all arrears or other debts, dues and other de- mands which are now or hereafter may be owing to them in like mode, manner and form, as they might sue for, recover and re- ceive the same from any person who might not be one of their body, any law, usage or custom to the contrary thereof notwith- standing. See §§ 4S0, 503, and cross-references. § 622. It shall be lawful for any corpora- tion to convey land by deed, sealed with the common seal of said corporation, and signed by the president or the presiding member of said corporation; and such deed when ac- knowledged by such officer to be the act of the corporation i^rescribed for other convey- ances for lands, shall be recorded in the recorder's office of the county where the land lies, in like manner with other deeds. See §§ 427, 453, 476, 623. § G2.3. Corporations, domestic and foreign, may, by written powers executed in the man- ner provided for the conveyance of real estate by corporations, appoint agents or attorneys in fact to convey their real estate, and all conveyances executed by such agents or attorneys in fact in the name of the cor- poration, shall pass the legal title of such corporation to the real estate thereby con- veyed, as effectually as if such conveyances had been executed by the corporation in the manner provided by law for the conveyance of real estate by corporations; and it shall not be necessary to affix the seal of the cor- poration to any conveyance so executed by such agent or attorney in fact. As to holding and conveying real estate, see J§ 476, 622, 101-103. § 624. No corporation, association or so- ciety, for any purpose authorized by this act, shall be formed tinder any other act. § 625. Whenever the board of directors, managers or trustees of any coiTJoration ex- isting by virtue of any general law of the Tenntory of Colorado, or the laws of this State, or any corporation hereafter organ- ized by virtue of any law of this State, may desire to change the name, to change the place of business, to increase or decrease the capital stock, to increase or decrease the number of directors, managers or trustees, or to consolidate said corporation with any other corporation or corporations now exist- ing, or which may hereafter be organized, they may call a special meeting of the stock- holders of such corporation, for the pui-pose of submitting to a vote of the stockholders the question of such change of name, change of place of business, increase or decrease of number of directors, managers or trus- tees, increase or decrease of capital stock, or consolidation with some other coii;)oration, as the case may be; Provided, That in changing the name of any corporation, under the provisions hereof, no name shall be as- sumed or adopted bj- any corporation similar to, or liable to be mistaken for, the name of any other corporation, organized under the laws of this State, or of the laws of the Territory of Colorado, and that in no case shall the capital stock be diminished to the prejudice of the creditors of such corpora- tion, or the number of directors, managers or trustees be reduced to less than three (ex- cept in the cases of incorporation for the purpose of construction of railroad, to not less than five) or increase to more than thirteen; And Provided further. That the provisions of this act, in reference to the consolidation of corporations, shall only ap- ply to corporations of the same kind, en- gaged in the same general business, and can-ying on their business in the same vicinity. See § 599, and Act of 1891, at pp. 27, 28. [Section referred to in Col., etc., Co. v. Rv. Co., 41 Fed. Rep. 304.] § 626. Such special meeting shall be called by delivering personally, or depositing in the post-office, at least thirty days before the time fixed for such meeting, a notice prop- erly addressed to each stockholder, signed by the president or secretary, stating the time and object of such meeting. See Act of 1891, at pp. 27, 28. § 627. At any such meeting, stockholders may vote in person or by proxy, each stock- holder being entitled to one vote for each share of stock held by him; and votes representing two-thirds ot' all the stock of the corporation shall be necessary for the adoption of the proposed change of name or place of business, number of directors or trustees, amount of capital stock, or con- solidation with some other company or companies. § 628. Any corporation, existing for any of the purposes enumerated in this act, may consolidate by uniting the properties and concerns of two or more corporations in one organization, having all the rights and priv- ileges of this act, and amenable to all its liabilities, by complying with all the require- ments herein provided, to wit: Each cor- poration desiring to consolidate, each with the other, may, by its trustees or directors, or by the stockholders representing a majority of the stock, call a meeting of the stock- holders, as provided in section ninety-five of this act (§ 583). and vote upon the proposition of consolidation that shall be presented in writing, at such meeting, when, if by a vote of at least three-fourths (%) of the stock of 22 COLORADO. General provisions — Stat., §§ t)29-634. oath company severally, the proposition shall be approved, the trustees or directors shall thereupon elect their proportion of the directors, less one, that are to manage the affairs of the consolidated company, and upon the joint meeting of the directors so elected, the said directors shall elect one of the stockholders to be a director and act with them, and they jointly shall constitute a board of directors, who shall organize by electing their otticers in accordance with law. They shall prepare a certificate of incorpora- tion setting forth the facts of the consolida- tion, togetlior Avith all other matters re- quired in original certificates of incorpora- tion, naming therein the directors elected as herein provided, who shall serve for one year, and until their successors are elected; and the said certificate of incorporation sliall be signed and acknowledged by at least three of the stockholders of each of the con- solidating companies. The certificate so signed and acknowledged shall be filed for record in the ofiice of the secretary of State, and in each of the ofl^ces of the countv re- corders where the certificate of either of the companies so consolidated are on file. The trustees or directors of the consolidating companies shall, each by proper conveyance, convey to the consolidated companV the property and effects of such companies, and shall deposit with the directors of the con- solidated company all the transfer books, sfals, books and papers of each of the com- panies so uniting. The directors of the con- solidated corporation shall call in all the stock of each of the companies forming a part of the consolidation, cancel the same and issue in lieu thereof the stock of the new organization in proportion of value of the old to the new. as provided in the plan of consolidation: Provided, No stock shall be issued in lieu of old stock except upon the presentation of the old stock or due proof of the loss or destruction of the old certificates of stock, and then onlv to the parties entitled thereto. When the com- panies have consolidated as herein provided V „ xT^' "^ ^^^^ companies so consolidated shall thereafter represent only its interest In the new organization, whether surrendered and exchanged or not. and shall be subject toall the liabilities of assessment and for- feiture that may pertain to the stock of the consolidated company, and the consolidated company shall be responsible for and shall assume and pay all the just liabilities of each of the companies so consolidated- anv any corporation desiring to change its name place of business, number of directors or trustees, or amount of capital stock «!hall submit the question at an annual meeting or a special meeting called for that pui-pose' in accordance with the provisions of section ninety-five (§ 583) if, at anv such meeting three-fourths of all the stock of such cor- poration shall vote in favor of the proposed change, or changes, a certificate setting forth the fact, or facts, verified by the affidavit of the president of said corporation, and hav- ing the seal of the corporation affixed, shall be filed for record with the secretary of State and the recorder of the county where the principal business office of .said corporation is located. § 6'29. Such corporation shall, upon the fil- ing of said certificates, cause to be published in some newspaper, in or nearest the county in which their principal ofiice is located, a notice of such changes of organization, for three successive weeks. § 630. Such change of name, place of busi- ness, increase or decrease of capital stock, increase or decrease of number of directors, managers or trustees, or consolidation of one corporation with another or with others, shall not affect suits pending in which such corporation or corporations shall be parties; nor shall such change affect causes of action, nor the rights of persons in any particular; nor shall suits brought against such corpora- tion by its former name be abated. [Section referred to in Col., etc., Co. v. Ry. Co., 41 Fed. Rep. 304.] § 633. Any corporation, company or body politic heretofore formed or organized and existing under any special act of the legis- lative assembly of the Territory of Colorado, or under any of the general laws thereof, may come under and avail themselves of the privileges and provisions of this act, whenever any sucli company, corporation, or body politic shall file in the office of the sec- retary of State, and in the office of the re- corder of deeds in the county or counties where such company, corporation or body politic is doing business, a certificate in writ- ing, signed by the president and attested by tlie secretary of such company, corporation, or body politic, accepting the provisions of this act, and the questions of acceptance shall be adopted by a vote of two-thirds of all the stockholders of said company, corporation, or body politic, expressed at a regular meet- ing of such company, corporation, or body politic, or at a meeting held for that purpose, Avhich certificate shall express such vote. See Const., art. XV, § 1. § 634. The general assembly may, at any time, alter, amend, or repeal this act, and shall at all times have power to prescribe such regulations and provisions as it may deem advisable, which i-egulations and pro- visions shall be binding on any and all cor- porations formed under the provisions of this act. And provided, further, That this act shall not be held to revive or extend any private charter or law, heretofore granted or passed concerning any corporation. See Const., art. XV, § 3; art. II, § 11. [A leRislatnrp cannot bind sucoopdin? legisla- tures to a particular mode of repeal. Gregory v. Bank, 3 Col. 336.] COLOKADO. 23 Geinial provisions; criminal code — Stat., §§ 635, 1295, 1360, 1389, 1390. § t>J."(. The provisions of this act shall not in any manner impair the rights or lessen the liabilities of conioratious novs' in exist- ence and heretofore created under the laws of the Territory of Colorado; but such coi'- porations are hereby recognized, and their incoi'poration confirmed; but nothing in this section shall be so construed as to relieve such coniorations from hereafter complying with the provisions of this act, in all matters i-elating to the conduct, control and manage- ment of any such corporation, or any of the affaii's of such corporation. [This section preserros all rights that accrued under former laws, and was not intended to in- terfere with actions pending for enforcement of rights alleged to have accrued under former acts. Smith v. Londoner, 5 Col. 371.] CHAPTER XXXVI. Criminal Code. DIVISION VIII. OFFEXSES AGAIXST PUBLIC JUSTICE. 5. CONSPIRACY. Sec. 1295. Not unlawful to combine to secure em- ployment, compensation, etc. rro- viso. DIVISIOX X. OFFEXSES AGAINST PUBLIC MORALITY. 7. OTHER OFFEXSES. Sec. 1360. Corporations not to emit bills of credit. DIVISIOX XII. OFFEXSES BY CHEATS AXD SAVIXDLERS. Sec. 1389. Officer of corporation signing fraudu- lent certificate or transfer. 1390. Corporation officer issuing, selling, transferring stock fraudulently. § 1295. It shall not be unlawful for any two or more persons to unite, or combine, or agree in any manner, to advise or encourage, by peaceable means, any person or persons to enter into any combination in relation to entering into or remaining in the employ- ment of person, persons or coi'poration, or in relation to the amount of wages or com- pensation to be paid for labor, or for the purpose of regulating the hours of labor, or for the procuring of fair and just treatment from employes, or for the purpose of aiding and protecting their welfare and interests in any other manner not in violation of the Constitution of this State or the laws made in pursuance thereof; Provided, That this act shall not be so construed as to permit two or more persons, by threats of either bodily or financial injury, or by any display of force, to prevent or intimidate any other person from continuing in such employment as he may see fit, or to boycott or intimidate any employer of labor. " Blacklisting." §§ 239, 240. § 13G0. If any person, number of persons or corporation in this State, without special ! leave from the legislative assembly, shall ' emit or utter any bill of credit, make, sign, draw or indorse any bond, promissory note, or writing, bill of exchange or order, to be used as a general circulating medium, and in lieu of money or other currency, every j such person or persons, or members' of such I coriioration assenting to such proceedings, ; being thereof duly convicted, shall pay a fine not exceeding five hundred dollars,' or be imprisoned not exceeding one year. [Section referred to as silent regarding place of imprisonment. Semble, it would be in county jail. Brooks v. People, 14 Col. 416; s. c, 24 Pac" Ren uo4.] ■ ^' § 13S9. Every president, cashier, treas- urer, secretary or other officer, and every agent of any banlj, railroad, manufac- turing or other corporation, who shall wilfully and designedly sign with intent (to) issue, sell, pledge or cause to be issued, sold or pledged, any false, fraudulent or simu- lated certificate, or other evidence of the ownership or transfer of any share or shares of the capital stocli of such corporation, or any instrument purporting to be a certificate or other evidence of such ownership or transfer, for the signing, issuing, selling, pledging of which such president, cashier, treasurer, or other oflacer or agent, shall not be authorized by the charter and by-laws of such corporation, or by some amendment thereof, shall be adjudged guilty of felony; and every such person or persons shall be liable to indictment, and on conviction shall be punished by fine not exceeding two thou- sand dollars, and by imprisonment in the penitentiary not more than ten years, as the jury shall determine. § 1390. Every president, cashier, treasurer, secretary or other officer, and every agent, attorney, servant, or employe of any bank, railroad, manufacturing or other corporation, and every other person who shall knowingly and designedly, or with intent to defraud any person or persons, bank, railroad, manu- facturing or other corporation, issue, sell, transfer. a.ssign or pledge, or cause or pro- cure to be issued, sold, transferred, assigned or pledged, any false, fraudulent or simu- lated certificate or other evidence of owner- ship, or of any share or shares of the capital stock of any bank, railroad, manufacturing or other corporation; every person so issuing, selling, transferring, assigning or pledging, or causing tlie same to be done, shall be adjudged guilty of felony, and shall be liable to indictment, and on conviction shall be punished by fine not exceeding two thousand dollars, and by imprisonment in the peni- tentiary not more than ten years, as the jury shall determine. 24 COLORADO. Fees and salaries; judgnunts and executions — Stat., §§ 1868-1870, 2576-2578. CHAPTER L. Fees and Salaries. DIVISION II. FEES OF STATE OFFICERS. Sec. 1SG8. Secretary of State — corporation fees. 1SG9. Rcpeaiing act. 1S70. Mot to apply to companies already organized. Exception. § 1868. Every corporation, joint-stock com- pany or association, incorporated bj' or uuder any yeueral or special law of this Slate, or by or under any general or special laAV of any foreign State or kingdom, or of any State or Territory of the United States beyond the limits of this State, hav- ing capital stock divided into shares, shall pay to the secretary of State, for the use of the State, a fee of ten dollars, in case the capital stock Avhich said corporation, joint- stock company or association, is authorized to have, does not exceed one hundred thou- sand dollars; but, in case the capital stock thereof is in excess of one hundred thousand dollars, the secretary of State shall collect the further sum of ten (10) cents on each and every thousand dollars of such excess, and a like fee of ten cents on each thousand of the amount of each subsequent increase of stock. The said fee shall be due and payable upon the fding of the certificate of incorporation, articles of association, or charter of said cor- poration, joint-stock company or association, shall have or exercise any corporate powers or be permitted to do any business in this State until the said fee shall have been paid; and the secretary of State shall not file any certificate of incorporation, articles of asso- ciation, charter or certificate of the increase of capital stock, or certify or give any cer- tificate to any such corporation, joint-stock company or association, until said fee shall have been paid to him. But this act shall not apply to corporations not for pecuniary profit, or corporations organized for religious, educational or benevolent purposes. [1. L. 1885. p. IS.-^. repealed by section 1869. which required that the same amounts be paid to the secretary of State, " upon the issuing of the certificate," etc., as required by this section to be paid upon fliing the certificate of incorporation, was held to be a valid law, and using the word " issuing " instead of " filing " did not invalidate it, and the fees required could be collected. Ed- wards V. D. & R. G. R. Co., 13 Col. 59 (1889); s. c, 21 I'ac. Rep. 1011.] See note to § 1868. § 18G9. An act entitled an act to amend chapter nineteen, of the general laws of Colorado, entitled, "An act to provide for the formation of corporations," approved April 10, 18S5, is hereby repealed. § 1870. This act shall not apply to any cor- poration, company or association which has filed its certificate of incorporation, articles of incorporation or charter prior to the passage of this act, except when it may here- after tile a certificate of increase of stock. CHAPTER LXXII. Judgments and Executions. DIVISION IX. PROPERTY SlIUJECT TO LEVY. Sec. 2576. Shares of stock may be levied upon under execution or writ of attach- ment. 2577. Duty of president to furnish number of shares held by defendant. 2578. Levy on shares, how made. 2579. Shares attached held subject to judg- ment. 2580. Certificate of sale of stock — copy left with company officers. 2581. I'urchaser of shares, legal owner — rights. § 2576. Rights and shares of stock in any corporated company owned or held by any defendant in execution, or by any person in trust for or to the use of any defendant in execution, may be levied upon under any execution or writ of attachment, and may be sold under any execution, in the manner hereinafter provided. Shares of stock are personalty. § 480. And may be attached. § 2706. [Section applies as well to attachments issuing out of a justice's court as a court of record. Con- way V. St. John, 14 Col. 34; s. c, 23 Pac. Rep. 171. Capital stock in ditch companies is personal property and subject to execution and sale the same as other personal property. Mercantile Co. V. Davis, 18 Col. 93; s. c, 31 Pac. Rep. 495.] § 2.J77. When anj' execution or writ of attachment shall be issued against any per- son being the owner of any shares or stock in any incorporated company, or for whom or to whose use any shares or stock in any incorporated company are held by any per- son other than such defendant, it shall be the duty of the president, cashier, secretarj^ or chief clerk of such incorporated compauj', upon the request of the otticer having such execution or writ of attachment, to furnish him a certificate under his hand, stating the number of rights or shares Avhich the de- fendant holds, or which are held in trust for such defendant, or to his use, in the stock of such incorporated company. See last section, note. § 2578. Any officer, upon obtaining infor- mation in the manner provided in the last section, or otherwise, that a defendant in any execution or writ of attachment held by him, owns or holds any rights or shares in the stock of anj' incorporated company, or that such rights or shares are OAVued or held by any other person in trust for, or to the use of such defendant, may make a levy of such execution or writ of attachment on such rights or sliares, by leaving a true copy of such writ with the president, secretary, cashier or chief cleric of such incorporated company; and, if there be no such officer, then with some other otticer of such incorporated COLOKADO. 25 Execution and attachment; public health— Stat., §§ 2579-2581, 2700, 270G, 2707, 3G04, 3605. fonipany, -with a certificate of the officer uialviug the levy, settinj,' forth that he levies upon ami takes iu execution or attachment such rij^hts or shares to satisfy such execu- tion or attachment. See § 2570, note. § 2579. Rights or shares in the stock of any incorporated company levied upon by virtue of any Avrit of attachment, shall be held subject to the judgment rendered in the ac- tion in which such writ is issued, and when- ever any execution shall be levied upon any such rights or shares, the same shall be sold in like manner as personal property is, by existing law, provided to be sold. See § 257G, note. § 2580. It shall be the duty of every officer who shall sell any rights or shares of stock in any incorporated company, under an exe- cution, to execute to the purchaser thereof a certificate in writing, reciting the sale and payment of the consideration, and convey- ing to the purchaser such rights and shares, and such officer shall also leave with the president, secretary, cashier or chief clerk, or if there be none, with anj' other officer of such incorporated company, a true copy of such certificate; and thereupon it shall be the duty of the officer, clerk, or other person having charge of the books of such incor- porated company, to make such entries in the books of sucli company as may be neces- sary to vest the legal and equitable title to stich rights or shares of stock in the pur- cliaser of the same. § 2581. Every purchaser of rights or shares of stock in any incorporated company, at any sale thereof made by any officer, upon receiving a certificate of the sale thereof as provided in the last section, shall be deemed and held to be the legal and equitable owner of such rights or shares of stock, and he shall be and become entitled to all dividends thereon, and to the same rights and priv- ileges as a member of such incorporated company as the defendant in execution was theretofore entitled to, notwithstanding sucli rights and shares of stock may not have been transferred upon the books of such company. CHAPTER LXXIV. Justices and Constables. DIVISION V. A.TTACHMEXTS AXD GARNISHMENTS. Sec. 2700. AfTidnvit for attachment. 270G. Shares of stock are subject to attach- ment. 2707. Corporations liable to garnishment. § 2700. If any creditor, or credilde person for him, sliall make and file with any justice of the peace his affidavit, setting forth that the defendant in such affidavit named is justly indebted to such creditor, in a sum of monej^ not exceeding three hundred dollars, upon a contract expressed or implied, stat- ing the amount of such indebtedness, as near as may be, and shall also allege any one or more of the following grounds of attachment: First. That the said debtor is a foreign corporation. Second. That the said debtor is not a resi- dent of this State. ******** * § 2706. The rights, shares and interest which the defendant may have in any cor- poration, joint-stock company or partnership, together with the interests and profits thereon, as well as all debts due the defend- ant from any person, shall be subject to be taken by virtue of the writ of attachment, and if judgment be recovered may be sold to satisfy the judgment and execution. See §§ 2576-81. [See Conway v. St. John, 14 Col. 34; 23 Pac. Rep. 171.] § 2707. (Every corporation other than muni- cipal liable to garnishment.) CHAPTER CI. Public Health, DIVISION IV. TO PROTECT FEMALE EMPLOYES. Sec. 3K01. Seats for female employes. 3605. Penalty. § 3604. Every person, corporation or com- pany employing females in any manufactur- ing, mechanical or mercantile establishments in this State, shall provide suitable seats for the use of the females so employed, and shall permit the use of such seats by them when they are not necessarily engaged in the active duties for which they are employed. § 360.5. Any person, corporation or com- pany violating any of the provisions of this act, shall be punished by fine of not less than ten dollars nor more than thirty dol- lars for each offense. CHAPTER CVII. Revenue. DIVISION I. GENERAL PROVISIONS. Sec. 3781. Assessments upon corporate stock. DIVISION II. ASSESSMENTS. 1. PERSONS. Sec. 3783. Property listed, by whom. 3789. Deductions, none on account of Out- standing subscriptions to corporate stock. 3701. Value of stock to be listed. 26 COLORADO. Taxation - Stat., §§ 3781, 3783, 3789, 3861, 3862. DIVISIOX III. COLLECTION OF TAXES. Sec. 3SG1. Ofliccrs of corporation to furnish names of sliareholders. 3SC2. Violation of preceding section, penalty. § 3TS1. * * * There shall be levied and assessed by the State, county and municipal authorities' in this State, upon all bank stock, or stock in any moneyed corporation of loan or discount, on each share thereof owned by any individual, body corporate, corporation or society, a sum equal to but not f^reater in proportion to the value thereof tlian is levied or assessed upon other moneyed capital or personal property in the hands of or owned by individuals in tliis State. § 3783. * * * The property of persons or corporations whose assets are in the hands of receivers, shall be listed by such receivers; of a body corporate, company, society or partnership, by its principal ac- counting otficer, agent or partner; * * * See Const., art. X, § 9. § 3780. In making up the amounc of credits which any person is required to list, he will be entitled to deduct from their (the) gross amount the amount of all bona fide debts owing by him; * * * but * * * no person will be entitled to a deduction on ac- count of * * * a subscription to or in- stallment payable on the capital stock of anj- company or incorporation, * * * § 3791. (Full number of shares of bank stock and value of stock or share in any otlior corporation or company to be listed for taxation.) [Section referred to. I'eo. v. Lothrop, 3 Col. 464.] § 38G1. The president, treasurer, cashier, secretary, or chief clerk of any corporation, the shares of which are taxable by hnv, at the request of the county treasurer shall give him a certificate under his hand, show- ing the number and amount of shares held in the stock of such corporation, the names of the holders and the incumbrances thereon, so far as to him known; and such treasurer, in default of payment by the corporation of the taxes due tiioreon as required by law, shall distrain, seize and sell the same, and the purchaser thereof shall be admitted to all the rights, powers and privileges that the holders of such shares had at the time of seizing the same, and shall be entered by such corporation on their books as the OAvner of such shares. § 3862. If any corporation, or any officer thereof, shall fail to comply with the pro- visions of the preceding section, such cor- poration shall forfeit to the State the sum of one thousand dollars, to be recovered by civil action in the name of the State in any court of competent jurisdiction. LEGISLATIVE ACTS RELATING TO CORPORATIONS, ENACTED SUBSEQUENTLY TO 1890. 1. In relation to offenses against the elective franchise. 2. Relating to the dissolution of corporations. 3. In relation to foreign corporations. 4. To provide for the amendment of articles of incorporation. B. To provide for service of summons upon cor- porations. 6. Same, in justices' courts. 7. To provide for the publication of certain legal notices. 8. To protect employes in their right to belong to labor organizations. 9. Creating State and local boards of arbitra- tion. 10. Concerning fees to be paid by corporations. 11. To prevent blacklisting and boycotting. Act 1. AN ACT in relation to elections and crimes and offenses against the elective fran- chise. Be it enacted by the general assembly of the State of Colorado: § 4. * * * It shall be unlawful for any employer, either corporation, association, company, firm or person, in paying its, their or his employes the salary or Avages due them, to inclose their pay in "iiay envelopes" upon which there is written or printed any political mottoes, devices or arguments, con- taining threats, express or implied, intended or calculated to influence the political opin- ion, views or actions of such employes. Xor shall it be lawful for any employer, either corporation, association, company, firm or person, within ninety days of any election provided by law, to put up or other- wise exhibit in its, their or his factory, work shop, mine, mill, boarding-house, office or otlier estal)lishment or place where its, their or his employes may be working or be present in the course of such employment any handbill, notice or placard containing any threat, notice or information that in case any particular ticket or candidate shall be elected, work in its, their or his place or establlslinient will cease in whole or in part or its, their or his estal)lishment be closed, or the wages of its, their or his workmen be reduced; or other threats, express or implied, intended or calculated to influence the po- litical opinions or actions of its, their or his employes. Any person or persons, or cor- poratioia violating any of the provisions of COLOKADO. 27 Dissolution; foreign corporations — Acts of 1891. this section, shall be deemed guilty of a mis- demeanor and any person, whether acting in his individual capacity or as an officer or agent of any corporation so guilty of such misdemeanor shall be punished as herein- after prescribed. § 5. It shall be unlawful for any corpora- tion or any officer or agent of any corpora- tion to influence or attempt to influence by force, violence or restraint or by inflicting or threatening to inflict any injury, damage, harm or loss, or by discharging from em- ployment or promoting in employment, or by intimidation or otherwise in any manner whatever, to induce or compel any employe to vote or refrain from voting at any elec- tion provided by law, or to vote or refrain from voting for any particular person or per- sons at any such election. Any such corpoi*a- tion, or any officer or agent of such cor- poration, violating any of the provisions of this section, shall be deemed guilty of a mis- demeanor, and be subject to the penalty hereinafter provided, and in addition thereto, any corporation violating this section shall forfeit its charter and right to do business in this State. § 10. The provisions of this act shall ex- tend so far as applicable to all elections pro- vided by law, either general, sjiecial or primary. § 11. All acts and parts of acts inconsist- ent with tlie provisions of this act are hereby repealed: Provided, That the repeal of such acts or parts of acts, or any of them shall not be construed to afl'ect any offense com- mitted or any prosecution or proceeding in- stituted or pending under the laws so repealed. (Approved March 7, 1891.) Act 2. AN ACT relating to the dissolution of cor- porations, formed under the laws of the State of Colorado. Be it enacted by the general assembly of the State of Colorado: Section 1. Whenever tlie stocliholders of any corporation, formed under the laws of the State of Colorado, desire to dissolve the corporation, prior to the time limited by law, or bj" tlie terms of its articles of incorpora- tion, they may do .so upon vote of two- thirds (2-8) of the entire stock of the cor- poration, at a meeting of tlie stockholders of said corporation, wliidi sliall liave been called for the purpose of considering the propriety of dissolving such corporation; but such dissolution shall not take place until all debts owing by tlie corporation shall have been fully paid. And notice of such meeting is to be given, in the manner provided by law for the calling of stockholders' meetings for the purpose of amending articles of in- corporation. And wlien a dissolution shall have been so ordered, the president and sec- retary of such corporation shall make and sign a notice of dissolution, under the seal oC such corporation, one copy of which shall be filed in the office of the secretary of State, and one copj- of which shall be filed in every countj' in which the ai'ticles of incorporation of such corporation were filed; and a copy of such notice shall be published in some newspaper printed in each of said counties, for the period of six (G) weeks; and, upon the filing and publication of such notice, as aforesaid, such corporation shall be deemed to have been dissolved forever. § 2. All property belonging to such cor- poration at the time of the dissolution shall, by the trustees or directors of such con^ora- tion, be converted into cash, and distributed pro rata among the stockholders of the said corporation; said distribution to take place within six (6) months from the time of con- verting said propertv into cash. (Approved April 1, 1891.) See § 497, and cross-references. Act 3. AN ACT in relation to foreign corporations. Be it enacted by the general assembly of the State of Colorado: Section 1. No foreign corporation doing business in this State, shall be permitted to effect a reconstruction, by liquidation or otherwise, nor shall any such reconstruction or liquidation take eifect as against any citizen of this State, unless all the rights, shares and interests of any citizen of this State shall have been or shall be protected, and the stock interests of any citizen of this State in such coi-poration shall have been or shall be fully reorganized, and in its original condition without diminution in number, amount or face value. § 2. Whereas in the opinion of the general assembly and (an) emergency e.xists, there- fore this act sliall be in force and talie effect from and after its passage. (Approved April 3, 1891.) See Const., art. XV, § 10, and cross-references. Act 4. AN ACT to provide for the amendment of articles of incoiiioration of corporations organized under the laws of Colorado and to repeal an act entitled "An act to provide for the amendmoiit of articles of incorporation of incorporated companies " except railroad companies, approved March 25, 1885, and all acts in conflict with the provisions hereof. Be it enacted by the general assembly of the State of Colorado: Section 1. That any cox'poration organized under the laws of this State may amend its articles of incorporation in any respect. Provided, No corporation shall bj' amend- 28 COLORADO. Amendment of articles; summons — Acts of 1S91. ments so change its articles as to work a change in the object, or purpose for which such corporation was originally organized, Provided; That any diich company may amend its articles so as to allow it to take stock in telephone companies for the pur- pose of affording facilities to such ditch com- panies in carrying on their business only. § 2. Any proposed amendment, or amend- ments, may be voted upon by the stock- holders at their regular annual meeting. Provided; That the published notice of such annual meeting required by law, and by the by-laws of the corporation shall have con- tained a notice that such proposed amend- ment, or amendments, giving the pui'port of the same would be presented, and acted upon, at such meeting, or any proposed amendment, or amendments, may be voted upon at a special meeting of the stockholders called by ctrder of the board of directors or trustees of the corporation. Provided; That such special meeting shall be called, and notice thereof be given as required by the by-laws of the corporation and as, provided in section three hundred and forty-seven (247)* of the general statutes of Colorado. § 3. Whenever the holder, or holders of one- third in amount of the stock subscribed, is- sued credited to the holders thereof, or outstanding, as shown by the stock-books of any corporation created under the laws of the State, shall in writing request the president, or other head officer thereof to call a meeting of the stockholders thereof for the purpose of considering a proposed amendment or amendments, to the articles of incorporation of such corporation, setting forth in such written request, the substance of each proposed amendment, or amend- ments; such president, or other head officer shall without unnecessary delay, call a meet- ing of the board of directors, or trustees of such corporation as the case may be, and pi-esent such request to such board, and thereupon it shall be the duty of such board of directors, or trustees to call a special meeting of the stockholders, of such corpora- tion to be called for the purpose of con- sidering said proposed amendment, or amendments, to its articles of incorpoi'ation, for a time not less, than thirty, nor more than si.\ty days, thereafter; which said meeting, shall be called in the manner pro- vided in section three hundred and forty- seven (347)* of the general statutes of Col- orado, and shr.ll be held at the place ap- pointed by the said board, and designated in such notice. § 4. At any such stockliolders' meeting called, and held as provided in section two (2), or in section three (.3) of this act, stock- holders may vote in person or by proxy, each stockholder being entitled to one vote for each share of stock liold by him, and standing in his name upon the books of The company, and the voting shall be by ballot. ►§ 626. § 5. If at any such meeting the proposed amendment, or amendments, to the articles, of incorporation of the corporation shall re- ceive the vote of two-thirds of all the stock of said corporation then subscribed, and in good faith outstanding, such amendment or amendments, shall be deemed adopted and a certificate sotting forth the fact, or facts, signed by the president, or other head officer of said corporation and verified by his atfi- davit, and attested by the secretary thereof, with the seal of the corporation thereunto aftixed, sliall be filed for record, with the secretary of State, and a like certificate shall be filed in the ottice of the recorder of each county wherein the original articles of in- corporation were filed, and thereafter, said amendments or amendments, shall be in full force and efiiect to the same extent, as if the same had been included in the original articles of incorporation. § G. "An act entitled 'An act to provide for the amendments of articles of incorpora- tions of incorporated companies except of railroad companies' " approved March 25 188.5, and all other acts, and parts of acts in conflict with any of the provisions of this act are hereby repealed. (Approved April 6, 1891.) Certificate, requirements of. § 473. See §§ 625 et seq. Tbis act repeals §§ 477, 478 and 479 of the statutes. [All stockholders being present and assenting, a valid amendment to constitution of corporation may be passed at a time other than that pre- scribed In the constitution (dictiim). Byers v. Hussey, 4 Col. 522. When member is bound to take notice of amendment. Id. Unauthorized increase of capital stock does not invalidate the oriainal stock. Byers v. Rollins, 1.3 Col. 22; s. C, 21 Pac. Uep. 804. An owner who has pledged his stock may represent it at all meetings of stock- holders and vote accordingly. Miller v. Murray, 17 Col. 408; s. c, 30 Pac. Rep. 46.] Act 5. AN ACT to amend section 38 of an act for " an act to provide a code of procedure in civil actions for courts of record in the State of Colorado, and to repeal all acts inconsistent therewith," approved April 7, 1887. Be it enacted by the general asseijibly of the State of Colorado: Section 1. That section 38 of an act en- titled "An act to provide a code of pro- cedure in civil actions for courts of record in the State of Colorado, and to repeal all acts inconsistent therewith," approved April 7, 1887, be amended so as to read as follows: § 38. A summons shall be served as fol- lows: 7th. If the action be against a private corporation, by delivering a copy of tlic sum- mons to the president or other chief officer of such corporation, or to the secretary, treasurer, cashier or other general agent thei-eof; but if no sucli officer of the corpo- ration can be found in the countj' in which COLORADO. 29 Summons; publication of notice — Acts of 1891. the action is brought, then service may be made by delivering a copy of the summons to any stockholder of such corporation, who may be found in such county. 8th. If the action be against a railroad company, Avhotlier organized under the laws of this State or of any other State or Terri- tory, and whether the charter prescribes the manner or place of the .service of process on such company, the summons may be served by delivering a copy thereof to the president, or vice-president, or secretary, or treasurer, or cashier of such company; Provided, That if no such officer be foxind in the county, in which the action is brought, service of sum- mons may be made by delivering a copy thereof to any regular or acting ticket agent of such company, having his office in the county in which the action is brought. 9th. If the action be against a foreign cor- poration, or joint-stock company or associa- tion, organized under the laws of another State or Territory, and doing business within this State the summons shall be served hj delivering a copy to any agent of such cor- poration, company or association found in the county In which the action is brought. If no such agent be found in such county, then by delivering a copy of the summons to any stockholder who may be found in such county. § 2. This act shall be liberally construed, and no service of summons shall be set aside or quashed for any technical error, defect or omission, either in the summons or in the service of the summons which error, defect or omission does not affect some substantial right of the defendant or defendants there- with served. § .3. All acts or parts of acts inconsistent with the provisions of this act are hereby repealed; but nothing herein contained shall be hold to repeal any provision of law. now in force which authorizes or permits a sum- mons to be served in any other county of the State, than that in Avhich the action is brought. (Approved April 13, 1891.) See § .50fi, and next net. [Service upon vice-president if? snfflcient, even thoiisrh return does not show tli.Tt president coidd not bo found in tlie county. Mining Co. v. Frost, 15 Coi. .-^lO; s. c, 25 Pac. "Rep. 506.] Act 6. AN ACT to provide for the service of sum- mons in justice's courts, police courts and courts not of record, upon private corpora- tions. Be it enacted by the general assemblj' of the State of Colorado: Section 1. In all suits brought in any justice court, police court or coui't not of record in this State, service of summons may be made upon private or foreign cor- porations in the manner following, to wit: when suit is brought in the county in whicli such corporation has its principal otlice, or in which its principal business is carried on. service may be made by delivering a copy of the summons to the president or other head of such corporation, or to the secretary, cashier, treasurer, or general manager thereof, or, in case of the absence of said otticers from the county, then upon any stockholder residing in the county in which such suit is brought. In all other cases service of summons may be made upcm such corporation by delivering a copy thereof to tlie principal, local or station agent of such corporation, resident and employed in the county in which suit is brought. Provided; That, in all suits brought against corpora- tions in the courts hereinbefore designated, summons shall be made returnable in not less than twenty days, nor more than thirty days from date of issuance of summons, and shall, to make service valid and effectual, be served at least ten days prior to the re- turn day designated in the summons. In case of failure of service, alias and pluries summons, if necessary, may be issued. Nothing herein contained shall be construed to authorize the commencement of suit be- fore any justice of the peace in any precinct or township other than that in which suit may be commenced by plaintiff, as is now provided by law. (Approved April 1.3, 1S91.) See preceding act. Act 7. AN ACT to provide for the publication of certain legal notices. Be it enacted by the general assembly of the State of Colorado: Section 1. The governor, secretary of State and treasurer, shall on or before the third Mondaj^ in April in each year, designate a daily newspaper, published in the city of Denver, in which shall hereafter be pub- lished during the year following such designation, * * * j^u notices and ad- vertisements required by law to be published in a newspaper in actions against foreign corporations. * * * (Approved April 18, 1891.) See Const., art. XV, § 10, as to foreign corpora- tions. Act 8. AN ACT to protect employes and guarantee their right to belong to labor organiza- tions, unions, societies or political parties; and to provide a penalty for violation thereof. Be it enacted by the general assembly of the State of Colorado: Section I. That it shall be unlawful for any individual, company or corporation or 30 COLORADO. Employes; arbitration — Acts of 1897. anj' member of any firm, or agent, oflBcer or employe of any company or corporation, to prevent employes from forminjr. joining: or belonging to any lawfnl lalx)r organization, union, society or political party, or to coerce or attempt to coerce employes by discharg- ing or threatening to discharge them from their employ or the employ of any firm, com- pany or coriwration because of their con- nection with such laAvfnl labor organization, imion, society or political party. § 2. Any person or any mendier of any firm, or agent, officer or employe of any such company or corporation, violating the provisions of section one of this act shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be tiued in any sum not less than one hundred dollars, nor more than five himdred dollars, or imprisoned for a peiiod not less than six months nor more than one year, or both, in the discretion of the court. (Approved March IS, 1S97.) Act 9. AN ACT creating a State and local boards of arbitration and providing for the adjust- ment of differences arising between em- ployers and employes and defining the powers and duties thereof and making an appropriation therefor. Be it enacted by the general assembly of of the State of Colorado: Section 1. There shall be established a State board of arbitration consisting of three members, which shall be charged, among other duties provided by this act, with the consideration and settlement by means of arbitration, conciliation and adjustment, when possible, of strikes, lockouts and labor or wage controversies arising between em- ployers and employes. § 2. That immediately after the passage of this act the governor shall appoint a State board of arbitration consisting of three qualified resident citizens of the State of Colorado and above the age of thirty years. One of the memljers of said board shall be selected from the ranks of active members of bona fide lalior organizations of the State of Colorado, and one shall be selected fi'om active employers of labor or from organiza- tions representing employers of labor. The third niemltcr of the board shall be appointed by the governor from a list whicli shall not consist of more than six names selected from entirely disinterested ranks submitted by the two members of the board al)ove designated. If any vacancy shoidd occur in said board, the governor sliall, in the same manner, ap- point an cligil>le citizen for the remainder of the term, as hereinl)efore provided. § 3. The third member of said board shall be secretary thereof, whose duty it shall be, in addition to his duties as a member of the board, to keep a full and faithful record of the proceedings of the board and perform such clerical work as m.ay be necessary for a concise statement of all ofiicial business that may be transacted. He shall be tlie custodian of all documents and testimony of an orticial character relating to the business of the board; and shall also have, imder direction of a majority of the board, power to issue subpoenas, to administer oaths to witnesses cited before the board, to call for and examine books, papers and documents necessary for examination in the adjustment of labor differences, with tlie same authority to enforce their production as is possessed by courts of record or the judges thereof in this Static. § 4. Said members of the board of arbitra- tion shall take and subscribe the constitu- tional oath of office, and be sworn to the due and faithful performance of the duties of their ivspective offices before entering upon the discharge of the same. The secre- tary of state shall set apart and furnish an office in the State capitol for the proper and convenient transaction of the business of said board. § 5. That whenever any grievance or dis- pute of any nature shall arise between em- ployer and employes, it shall be lawful for the parties to submit the same directly to said board, in case such parties elect to do so. and shall jointly notify said board or its clerk in writing of such desire. Whenever such notification is given it shall be the duty of said board to proceed with as little delay as possible to the locality of such grievance or dispute, and inquire into the cause or causes of such grievance or dispute. The parties to the grievance or dispute shall thereupon submit to said board in writing, clearly and in detail, their grievances and complaints and the cause or causes therefor, and severally agree in writing to sub- mit to the decision of said board as to the matters so submitted, promising and agreeing to continue on in business or at work, without a lockout or strike until the decision is rendered by the board, provided such decision shall be given within ten days after the completion of the investigation. The board shall thereupon proceed to fully inves- tigate and iuiiuii'e into the matters in con- troversy and to take testimony under oath in relation thereto; and shall have poAver under its chairman or clerk to administer oaths, to i.ssue subpoenas for the attendance of witnesses, the production of books and papers in like manner and with the same powers as provided for in section S of this act. § G. That, after the matter has been fully heard, the said board, or a majority of its members, shall, within ten days, render a decision thereon in writing, signed by them or a majority of them, stating such details as Avill clearly show the nature of the de- cision and the points disposed of by them. The clerk of said board shall file four copies COLORADO. 31 Arbitration — Acts of 1897. of such decision, one witli the secretary of State, a copy seiTed to each of the parties to the controversy, and one copy retained by the board. § 7. That whenever a strike or loclcout sluiU occur or seriously threaten in any part of the State, and shall come to the knowledge of the members of the board, or any one thereof by a written notice from either of the parties to such threatened strike or lock- out, or from the mayor or clerk of the city or town, or from the justice of the peace of the district where such strike or lockout is threatened, it shall be their duty, and they are hereby directed, to proceed as soon as practicable to the locality of such strike or lockout and put themselves in communica- tion with the parties to the controversy and endeavor by mediation to effect an amicable settlement of such controversy, and, if, in their judgment, it is deemed best, to inquire into the cause or causes of the controversy, and to that end the board is hereby author- ized to subpoena witnesses, compel their at- tendance and send for persons and papers in like manner, and with the same power as it is authorized by section 3 of this act. § 8. That the fees of witnesses before said board of arbitration shall be two dollars ($21 for each day's attendance, and five (5) cents per mile over the nearest traveled route in going to and returning from the place where attendance is required by the board. All subpoenas shall be signed by the secretary of the board and may be served by any person of legal age authorized by the board to seiwe the same. § 9. The parties to any controversy or difference as described in section 5 of this act may submit the matters in dispute in writing to a local board of arbitration and conciliation; said board may either be mutu- ally agreed upon or the employer may desig- nate one of such arbitrators, the employes or their duly authorized agent another, and the two arbitrators so designated may choose a third who shall be chairman of such local board; such board shall in respect to the matters referred to it have and exercise all the powers which the State board might have and exercise, and its decision shall have such binding effect as may be agreed upon by the parties to the controversy in the written submission. The jurisdiction of such local board shall be exclusive in respect to the matter submitted to it, but it may ask and receive the advice and assistance of the vState board. Such local board shall render its decision in writing within ten days after the close of any hearing held by it, and shall file a copy thereof with the seci-etary of the State board. Each of such local ar- bitrators shall be entitled to receive from th(> treasurer of the city, village or town in which the controversy or difference that is the sub- ject of arbitration exists, if such payment is appi'oved l)y the mayor of such city, the board of trustees of such village, or the town board of such town, the sum of three dollars for each day of actual service not exceeding ten days for any one arbitration: Provided, That Avhen such hearing is held at some point having no organized town or city gov- ernment, in such case the costs of such hear- ing shall be paid jointly by the parties to the controversy: Provided, further. That in the event of any local board of arbitration or a majority thereof failing to agree within ten (10) days after any case being placed in their hands, the State board shall be called upon to take charge of said case, as provided by this act. § 10. That said Sta.te board shall report to the governor annually, on or before the fifteenth day of November in each year, the work of the board, which shall include a concise statement of all cases coming before the board for adjustment. § 11. That the secretary of State shall be authorized and instructed to have printed for circulation one thousand (1,000) copies of the report of the secr(>tary of the board, pro- vided the volume shall not exceed four hun- dred (400) pages. § 12. That two members of the board of arbitration shall each receive the sum of five hundred dollars (.$500) annually, and shall be allowed all money actually and nec- essarily expended for traveling and other necessary expenses while in the performance of the duties of their ottlce. The member herein designated to be the secretary of the board shall receive a salary of tM"elve hun- dred dollars ($1,200) per annum. The sal- aries of the members shall be paid in monthly instalments by the State treasurer upon war- rants issued by the auditor of the State. The other expenses of the board shall be paid in like manner upon approved vouchers signed by the chairman of the board of arbitra- tion and the secretary thereof. § 13. The terms of office of the members of the board shall be as follows: That of the members who are to be selected from the ranks of labor organizations and from the active employers of labor shall be for two years, and thereafter every two years the governor shall appoint one from each class for the period of two years. The third member of the board shall be appointed as herein provided every two years. The gov- ernor shall have power to remove any mem- bei's of said board for cause and fill any vacancy occasioned thei'cby. § 14. For the purpose of carrying out the provisions of this act there is hereby appro- priated out of the general revenue fund the sum of seven thousand dollars for the fiscal years 1897 and 1898, only one-half of which shall be used in each year, or so much thereof as may be necessary, and not otherwise appropriated. § l."). In the opinion of the general assem- lily an emergency exists; therefore, this act shall take effect and be In force from and after its passage. (Approved March 31, 1897.) 32 COLOEADO. Orpanizatiou fee; blacklistiug — Arts oi IS'JT. Act 10. AN ACT concerning coi-poratious. Be it enactf'd by tlie general assembly of the State of Colorado: Section 1. Every conwration, joint-stock company or association incorporated by or under any general or special law of tliis State, or by or under any general or special law of any foreign State or kingdom, or of any State or territory of the United States beyond the limits of tliis State, having capi- tal stock divided into shares, shall pay to tlie secretary of State for the use of the State, a fee of ten dollars, in case the capi- tal stock which said coiporation. joint-stock rompany or association, is authorized to have, does not exceed fifty thousand dollars; but, in case the capital stock thereof is in excess of fifty thousand dollars, the secretary of, State shall collect the further sum of fifteen^ cents on each and every thousand dollars of such excess, and a like fee of fifteen centi< on each thousand of the amount of each sub-'' sequent increase of stock. The said fee shall/ be due and payable upon the filing of cer- tificate of incoiiioration, articles of associa- tion, or charter of said incoiporation. joint- stock company or association, in the office of the secretary of State; and no such coipora- tion, joint-stock company or association shall have or exex'cise any coi'porate powers or be penuitted to do any business in this State until the said fee shall have been paid; and the secretary of State shall not file any cer- tificate of incoiiioi'ation. articles of associa- tion, charter or certificate of the increase of capital stock, or certify or give any cer- tificate to any such conioratiou. joint-stock company or association, until said fee shall have been paid to him. But this act shall not apply to corporations not for pecuniary profit, or coi-porations organized for religious, educational or benevolent pui-poses. § 2. Any foreign corporation doing busi- ness in this State, that has, since the filing of its certificate in this State, increased its capi- tal stock, without paying the fees prescribed by the law of this State at the time of such increase, or that shall hereafter increase its capital stock, shall be liable to pay the fees prescribed l)y tliis act, and it is herel)y made the duty of the secretary of State to at once cause action to be In-ought against any for- eign corporation for recovery of such fees, and a certified copy of the certificate of such increase, on file in any foreign State, shall be sufficient evidence to sustain a judgment for the amount of such fees, and an action in the nature of a writ of quo warranto shall lie against any foreign corporation to test its right to exercise coi'porate franchises in this State. § 3. The secretary of State shall not file or record in his ofl[ice any certificate of paid- up stock, certificate of impression of corpo- rate seal or other paper of anj' coiiioration or association, nor issue any certificate to any corporation or association, unless the articles of iucon)oration of said company are already on file in his office, nor unless all fees prescribed by this act shall have been paid. § 4. All acts and parts of acts inconsistent with this act are hereby repealed. § 5. In the opinion of the general assem- bly an emergency exists; therefore, this act shall take effect and be in force from and after its passage. (Approved April 13, 1897.) Act 11. AN ACT to prevent blacklisting and boy- cotting. Be it enacted by the general asseml)ly of the State of Colorado: Section 1. That any I'aih'oad or telegraph company, or any olficer, agent or employe of any railroad or telegraph company, or any other company, corporation or individual doing business within the State of Colorado, shall not issue, circulate, or publish, or cause to (be) issued, circulated or published, any blacklist, circular, or other statement, re- garding any person or persons who may have been in the employ of any of the alcove- mentioned railroads, telegraph, or other com- panies, coii)orations, or individuals, which will deprive said person or persons of, or in any way prevent them from obtaining em- ployment. § 2. Any dismissed employe shall on de- mand be furnished by the aforesaid employer of said dismissed employe specific rea.sons in writing for said dismissal; Provided. That no person or corporation shall be held liable either civilly or criminally for any such reasons so given upon such reqtiest. § 3. It shall be unlawful for any person or persons, or combination of persons, or society, or tuiion. to establish or instittite, or engage in a boycott against any individual, firm or corporation carrying on any kind of trade or Inisiness, by agreeing not to patronize, trade or do business Avith any such indi- vidual, firm or coi-poration, or to induce oth- ers not to so patronize, trade or do business with any such individual, firm or coiiioration. § 4. Any violation of this act saall be a misdemeanor and punishable by fine of not less than five hundred (500) dollars, nor more than one thousand (1,000) dollars, or impris- onment of not less than sixty iCiO) days, nor more than one year, or both fine and im- prisonment at the discretion of the court. (Approved April 21. 1807.) INDEX TO COLORADO. ACCEl'TANCE: l-age. of constitution bj' railroad 7 of provisions of corporation act 22 ACTIONS: against corporations, tlie same as individuals ly summons, how served IS, 1!) by corporation against its members 21 ADMINISTRATOR: not personally liable as stockholder 16 may vote as stockholders 10 AMENDMENT: of articles of incorporation, stockholders metings 27. 28 proceedings upon 28 certificate of, to be filed 28 ARBITRATION, BOARD OF: settlement of labor disputes by I'.O, 31 ARTICLES OF ASSOCIATION. (See Certificate of Incorporation.) ASSESSMENTS: payment of. (See Subscriptions'! 12 levied by directors 15 ATTACHMENT: against shares of stock owned by defendant 24 shares held to await judgment 25 foreign corporations 25 BILL OF CREDIT: not to be emitted 2.3 BLACKLISTING: of employes prohibited 0. 32 BONDS: issued for labor, money or property S, 20 BOOKS: of stockholders' names, etc., to be kept 19 open to inspection 19 transfers of stock to be entered in 19 BOOKS OF ACCOUNTS: directors to cause to be kept 1-' stockholders may examine 15 BORROW: corporation may 11 BOYCOTTS: not to be established 32 BY-LAWS: to regulate transfer of stock 12 sale of stock for unpaid installments 12 time and place of holding meetings 13 stockholders or directors to adopt 14 what to prescribe It! 34 IXDEX TO COLOKADO. CAPITAL STOCK: Paso. amount, cortificato to state 1<> ceVtificate showing amount paid in 14 increase or decrease, how effected lil fee to be paid according to amount 24 to bo paid by foreign corporation 32 CERTIFICATE OF INCOKrORATION: contents of 10. 11 filing 11 fee to be paid upon filing 24 secretary of state to record 11 copies, evidence 11 . 18 of foreign corporation, copy to bo filed 17 copies of, evidence 18 of consolidated corporation 22 amendment, meetings of stockholders for 27. 28 proceedings and conduct of meetings 28 certificate of, to be filed 28 CHARTERS: of toll bridges and ferries, legislature not to grant (^ existing, when invalid 7 special laws not to grant 7 general assembly may alter or revoke 7 foreign corporation to file copy 17 CONSOLIDATION: of domestic with foreign corporation 8 of corporations, how effected 21, 22 CONSTITUTION: acceptance of, by railroad 7 CONTRACTS: laws impairing obligation 5 CONVEYANCES: of real property by corporations 9 of real property, by corporation, how made 21 by agents and attorneys 21 CREDIT: of state or municipality not to be loaned 6 DIRECTORS: i number, certificate to state 10 corporate powers exercised by 13 qualifications 13 election of, notice 13 to be by ballot 13 vote of stockholders 13 failure to hold on regular day, effect 1-3, 14 vacancies in office 13 not to mortgage without consent of stockholders 13 officers appointed by 14 certificate of capital paid in 14 to cause books of accounts to be kept 1.5 assessments or installments levied by 15 purchase of mines, manufactories, etc 15 liability for failure to make report 15 dividends, when insolvent 16 meetings of, by-laws to regulate 10 not to be held out of state 16 to cause book of stockholders, names, etc., to bo kept 19 on dissolution, trustees for creditors 20 IXDEX TO COLORADO. 35 DIRECTORS — (Continued) : Page. call meetings for change of name, etc • 21 for consolidation with other corporations 21, 22 number of, meetings for change 21 DISSOLUTION: not to impair remedies, etc 20 courts of equity may decree 16 appointment of receivers 16 board of directors to act as trustees 20 powers and duties 20 liability of, to creditors 20 title to property to vest in 20 voluntary, proceedings for, by stockholders 27 DIVIDENDS: when insolvent, liability of officers 16 ELECTION: of directors, regulated 13 rights of stockholders to vote 13 failure to hold, not to dissolve 13, 14 call of, upon failure to hold at regular time 14 EMINENT DOMAIN: right of, not to be abridged 7, 8 EMPLOYES: liability for injuries to, not to be released 8 ' blacklisting prohibited 9f 32 boycotts not to be established 32 wages not to be paid in envelopes containing campaign literature 26 not to be compelled to vote for any person 27 may join labor organizations 29, 30 penalty for preventing 30 strikes and lockouts, settlement by board of arbitration 30, 31 EMPLOYMENT: combinations to secure, not unlawful 23 EXISTENCE, CORPORATE: certificate to state duration ^^ EXECUTOR: not liable as stockholder ^^ may vote as stockholder ^" EXECUTION: 24 stock subject to levy how made on shares ^'^' "^ sale of stock under FALSE: report and statement, liability of officer for FEES: 24 to be paid, upon filing certificate of incorporation by foreign corporation, on capital FOREIGN CORPORATION: ^_, to have place of business within state * consolidation of domestic, with under foreign government, not to acquire lands certificate to be filed, designating place of business and agent subject to liabilities, etc., of domestic corporations execution of mortgage on property within state claims and debts to bo paid before copy of charter to be filed „ failure to comply, effect of ... 11 36 INDEX TO COLOEADO. FOREIGN CORrORATION — (Continued): Page. reconstruction by liquidation, stock interests of residents to be protected 27 service of summons on 29 FRAUDULENT: certificate of stock or transfer 23 sale or transfer of stock 23 FRANCHISES; corporation may pledge H GUARDIAN: not personally liable as stockholder 16 may vote as stockholder 16 INJURIES: liability for, to employes not to be released 8 INSPECTION: of books and papers by stockholders 15 INSTALLMENTS: payment of. (See Subscriptions) 12 levied by directors 15 LABOR ORGANIZATIONS: not unlawful 23 employes not to be prevented from joining 29, 30 LANDS. (See Real Property.) LIABILITY: of stockholders for corporate debts 14 actions to enforce 14 when suit may be brought to enforce 16 of directors for failure to make annual report 15 for dividends when insolvent 16 of officers for false reports, statements, etc 16 LOCKOUT: of employes, settlement by board of arbitration 30, 31 MEETINGS OF STOCKHOLDERS: time and place, by-laws to prescribe 13 notice, how given 13 for change of name, place of business, increase or decrease of capital 21 for consolidation with another corporation 21 for voluntary dissolution 27 for amendment of certificate of incorporation 27, 28 MORTGAGING: property of manufacturing and mining companies 13 of foreign corporations, payment of debts, etc 17 NAME, CORPORATE: how to commence and end 10 certificate to state 10 change of, how effected 21 OFFICERS: appointment of, by directors 14 liability for false report or statement 16 fraudulent issue of certificates of stock or transfer 23 sale of stock, etc 23 PAY ENVELOPES: not to contain election literature 26 IXDEX TO COLORADO. 37 PLACE OF BUSINESS: Page. foreign corporation to have, within state 8, 17 change of, how effected 21 PLEDGEE: not liable as stockholder 16 POWERS, CORPORATE: stated generally 11 PRESIDENT (See Officers): directors to elect 14 PRINCIPAL OFFICE: certificate to state 10 PROPERTY: private, not to be taken without compensation 5 RAILROADS: right to lay down, legislature not to grant 6 public highways 7 between point in state to state line 7 consolidation of competing 7 discriminations not to be made 7 acceptance of constitution by ^ street, consent of local authorities 8> ^^ new liability for benefit of 8 REAL PROPERTY: foreign corporations, when not to acquire 9 proceedings for forfeiture 9 conveyances by corporations ^ power to hold and convey H acquisition of, if owners do not agree 20 examination and survey, entry upon 20 conveyances, how made by corporation 21 REPORT: annual, of capital and debts ^^ SEAL, COMMON: corporation to have H STATEMENT: of affairs of corporation, stockholders may require 19 STOCK: investment of trust funds, legislature not to authorize 6 state or municipality not to subscribe to 6 issued for labor, property or money 8, 20 shares, certificate to state number 10 par value ^'^ transferable as prescribed by by-laws ^■^ subscriptions, how payable ^^ sale for unpaid corporation not to purchase its own 1* issued for mines, factories and other property 15 transfers to be entered in stock book l*^ of consolidated corporation 2iS sale of fraudulent certificates, a felony 23 fraudulent issue of certificates of, or of transfer 23 shares subject to execution and attachment ■^'* certificate of number owned by defendant -^^ levy upon, how made "■*' _ attached, held subject to judgment ^^ sale of, under execution 25 purchaser deemed legal owner 38 INDEX TO COLORADO. STOCK — (Continued): Page. capital, amount, certificate to state 10 certificate showing amount paid in 14 increase or decrease, how effected 21 fee to be paid according to amount 24 to be paid by foreign corporation 32 STOCKHOLDERS: votes of, at elections 13 adoption of by-laws 14 liability of, for corporate debts 14 action to enforce 14 executor, administrator, etc., not subect to 16 when suits may be brought to enforce 16 statement of affairs of corporations, may request 19 books, containing names, etc., to be kept i 19 open to inspection 19 transfers to be entered on 19 action by corporation against 21 STREET RAILROADS: consent of local authorities 8, 18 new liability in benefit, not to be imposed, etc 8 STRIKES: settlement by boards of arbitration 30, 31 SUBSCRIPTIONS: to capital stock, payable as prescribed in by-laws 12 action to recover unpaid 12 sale of stock for unpaid 12 levy of installments 15 SUCCESSION: corporation to have 11 SUB AND BE SUED: corporation may ; 11 SUMMONS: how served on corporation 18, 19, 28, 29 in courts of justices of the peace, etc 29 on railroad corporation 29 on foreign corporation 29 TAXATION: power, not to be relinquished 6 corporations subject to 6 property listed by whom 26 deduction of amount due on subscriptions 26 statement of stock owned, officers to make 26 TELEGRAPH COMPANIES: regulations, general assembly to make 8 not to purchase competing line 8 consolidation with foreign corporation 8 TRANSFERS: of stock to be entered in stock book 19 TRUSTEE: not personally liable as stockholder 16 may vote as stockholder 16 VACANCIES: in office of directors 13 VOLUNTARY DISSOLUTION: proceedings for, by stockholders 27 CONNECTICUT. TABLE OF CONTENTS. CONSTITUTIONAL PROVISIONS. Art. I. Declaration of rights g X. General provisions 5 Amendment. Municipalities not to loan credit, or give aid, to corporations 5 GENERAL STATUTES. TITLE I. CONSTRUCTIOIV OF STATUTES. TITLE XIIL COURTS OP PROBATE. Oh. 52. Insolvent debtors g 04. Probate of wills g TITLE XIV. JUSTICES OP THE PEACE. Oh. 57. Jurisdiction q TITLE XVIII. CIA IL ACTIONS. Oh. 70. Service of process 7 71. Venue 7 73. Pleadings 8 75. Evidence 8 76. Trials 8 79. Executions 8 86. Foreign attachment 9 89. Mandamus and quo warranto 9 92. Receivers 9 TITLE XIX. CRIMES AND CRIMINAL PROSECUTION. Ch. 99. Crimes 10 TITLE XXII. APPRENTICES AND EMPLOYES. TITLE XXX. PRIVATE CORPORATIONS. Ch. 119. General provisions 11 120. Joint-stocli corporations 18 TITLE L. LANDS. Ch. 176. Land titles 24 TITLE LXXVI. TAXATION. Ch. 241. Assessment 25 244. Special taxes on corporations 26 LEGISLATIVE ACTS SUBSEQUENT TO 1888. CONNECTICUT, CO:N-STITUTIO]Sr OF CO]^]S-ECTICUT- 1818 PROVISIONS RELATING TO CORPORATIONS. ARTICLE I. Declaration of Rights. § 11. The property of no person shall be taken for public use, without just compensa- tion therefor. Power of corporation to take and hold erty. § 1906. prop- § 3. ARTICLE X. General Provisions. The rights and duties of all corpora- tions shall remain as if this Constitution had not been adopted; "with the exception of such regulations and restrictions as are con- tained in this Ckjnstitution. * * * AMENDMENT, ARTICLE XXV. No county, city, town, borough, or other municipality, shall ever subscribe to the capital stocli of any railroad corporation, or become a purchaser of the bonds, or make donation to, or loan its credit, directly or indirectly, in aid of any such corporation; but nothing herein contained shall affect the validity of any bonds or debts incun-ed under existing laws, nor be construed to prohibit the general assembly from authorizing any town or city to protect by additional appro- priations of money or credit any railroad debt contracted prior to the adoption of this amendment. (Adopted October, 1S77.) CONNECTICUT. Insolvents; wills; justices — Stat., §§ 1, 502, 5UG, 555, 667. THE GENERAL STATUTES OF COIN'XECTICUT - 188T. TITLE I. CONSTRUCTION OF STATUTES. Sec. 1. The word " person " Includes corporations. Section 1. * * ♦ The words "person" and " another " may extend and be applied to * * * companies, corporations, itublic or private, and associations. * * * Corporate name. 1905, 1944. [All statutes which speak of persons cannot be construed to Include corporations, but such a construction ought to be given In this respect as will effectuate the Intentions of the legislature, promote the object, and prevent the evil In view. Knox V. Protection Ins. Co., 9 Conn. 435.] TITLE XIII. COURTS OF PROBATE. CHAPTER LII. Insolvent Debtors. Sec. 502. Assigning debtor to deliver to probate court list of creditors and schedule of debts. 506. Assignment of estate of a corporation, how made. § 502. * * ♦ Where a corporation shall malie an assignment it shall be the duty of the secretary of such corporation, and if there be no secretary or if he be absent or in- capable, the president, to malie and deliver such list and schedule (of debts, creditors and property), and any such officer failing to comply with the provisions of this section shall forfeit all benefits and privileges al- lowed to debtors by this chapter, shall not be entitled to a discharge, and shall be guilty of contempt and punishable therefor in the discretion of the court of probate. Receivers of Insolvent corporations. §§ 1321, 1322. "Winding up corporations. §§ 1942, 1943, 1965, 1960, 1967. Dividends by insolvent corpora- tion. § 1958. See act of 1895 concerning re- ceivers, at p. 32; act of 1895 concerning winding up of corporations, at p. 33. [Preference to director by insolvent corporatioii good In the absence of fraud. Smith v. Skeary, 47 Conn. 54. I'ower and status of Insolvent cor- poration. See C'atlin v. Bank, 6 id. 241; Pondville Co. V. Clark, 25 Id. 101. If a stockholder of an Insolvent corporation, by whose charter he is personally liable for its debts, dies, the dis- tributees of his estate are not compelled to re- ceive such stock, though, if they do, they subject themselves to the same liability. Deming v. Bull, 10 Conn. 416.] § 506. When the members of any corpora- tion shall be reduced to a less number than that required by statute, or by its charter, its remaining members may in its name make an assignment of all its estate, and it may be proceeded against by any of its cred- itors as if such members were not so reduced in number, and service of process therein made upon any remaining member of such corporation shall be sufficient. The assign- ment of any corporation may be made by the directors in legal meeting called for such purpose. See § 502, note. CHAPTER LIV. Probate of Wills. Sec. 555. Notice of devise or bequest to corpora- tion or voluntary association. § 555. Within thirty days after the admis- sion to probate of any will, containing a de- vise or bequest to any corporation or volun- tary association, the judge or clerli of the court of probate before which it is proved shall deposit in the post-office, postage paid, a written notice thereof directed to the devisee or legatee at the place where it is located. TITLE XIV. JUSTICES OF THE PEACE. CHAPTER LVII. Jurisdiction of Justices of the Peace. Sec. 667. Actions by foreign corporation. § 667. All civil actions brought by any corporation incorporated by the laws of any other State, or foreign government, against one or more of the inhabitants of this State, shall be made returnable to a justice of the peace, in the town in which the de- fendant or one of the defendants I'eside, if such actions are cognizable by a justice of the peace; but any corporation or association created by, or existing under the laws of the United States and located in any town in this State, may sue before any justice of the peace, before whom a civil action may be brought by any inhabitant of such town. Actions not within jurisdiction of justice of the peace. § 969. Corporation may sue or be sued. S 1906 (2), note. CONNECTICUT. Service of process; attachment of shares; venue — Stat., §§ 908, 909, 919, 935, 969. TITLE XVIII. CIVIIi ACTIONS. CHAPTER liXX. Service of Process in Civil Actions. Sec. 908. Service against corporation. 909. Against voluntary associations. 919. Attachment of rights or shares in cor- porations. 935. Dissolution of such attachment. § 90y. In actions against * * ■•■ corpora- tions, the service of the process by the officer by leaving a true and attested copy of It, and of the accompanying declaration or complaint, with or at the usual place of abode of * * * the secretary, or cashier, or in the case of a private corporation having no secretary or cashier, at the principal place in this State, where such corporation transacts its business or exercises its corpo- rate powers, shall be sufficient. When a cor- poration doing business in this State has no secretary or cashier resident in this State, service of process upon a resident director, shall be good and effectual service. See § 1906 (2), note. Service on foreign cor- porations. See Acts Nos. 14, 19 and 23, at pp. 32, 35 and 36. [Service of process on a member of a corpora- tion Is not service on the corporation. Rand v. The Proprietors, etc., 3 Day (Sup. Ct.), 447. If process be required to be served on secre- tary, service on director and general agent Is in- effectual. McCall V. Mfg. Co.. 6 Conn. 434. But service may be made on a secretary de facto. Id. Fraudulent resignation of secretary to avoid ser- vice of summons is void, and service upon him is effectual. Evarts v. Mfg. Co., 20 Conn. 457. Whether if all the stock should be transferred to one individual, to evade service of process against the corporation, and there were no secre- tary or clerk existing, a valid service might not be made on such single stockholder, quaere. Id. Service of a writ against a foreign corporation, made on its officers while in this State, will not confer jurisdiction on our courts. Middlebrooks V. Ins. Co., 14 Conn. 3.] § 909. In actions against such voluntary associations as are liable to be sued, service of process may be made upon the presiding officer, secretary, or treasurer. The property of any such association, whether held by such association or in the hands of trustees for its benefit, may be attached and held to respond to any judgment that may be re- covered against it; but the individual prop- erty of its members shall not be liable to attachment or levy of execution In such actions. See i 1906, note. [Individual liabilitv of members. Holden. 55 Conn. 103.] Davison v. § 919. Rights or shares in the stock of any corporation, together with the dividends and profits, due and growing due thereon, may be attached, and taken on execution. Such attachment shall be made by leaving a true and attested copy of the process, and of the accompanying complaint or declaration, with the proper endorsement thereon, of the officer serving the same, as in other cases, with the defendant, or at his usual place of abode, if within this State, and with the secretary, clerk, or cashier of such corpora- tion, or if such corporation has no .secretary, clerk, or cashier, or if he is absent from tiiis State, then at the principal place, in this State, where such corporation transacts its business or exercises its corporate powers; and such rights or shares, together with the dividends and profits, shall be holden to re- spond to the judgment which may be re- covered in said action, for sixty days only after its rendition; and when an officer, with a writ of attachment, shall apply to such secretary, clerk, or cashier, for the purpose of attaching such rights or shares, the secre- tary, clerk, or cashier, shall furnish him with a certificate, under his hand, in his official capacity, specifying the number of rights or shares which the defendant holds in the stock of such corporation, with the incum- brances thereon, if any, and the amount of dividends thereon due. See § 1171. [Where bank shares are attached, when cashier is absent, if no copy of writ be left at bank, no lien will be acquired on shares. Bank v. Ferris, 17 Conn. 259. Shares of stock not being dis- tinguishable, a description specifying number of shares and owner is sufficient. Id. An equitable interest in shares of stock may be attached and sold the same as a legal interest. Bank v. Jar- vis, 33 Conn. 372.] § 935. The defendant, if the attachment dissolved be of real estate, may file with the town clerk of the town wliere it lies, a cer- tificate of such dissolution signed by the authority making the same; if the attach- ment be of shares in any corporation, he may leave a lilvc certificate with the officer of the corporation with whom a copy of the attachment was left in service; and if the attachment be of debts, or effects, in the hands of a garnishee, he may leave a like certificate with the garnishee; and no such corporation shall be held liable to the defendant for refusing to transfer the shares attached, or to pay the dividends due thereon, and no such garnishee shall be held liable to the defendant for refusing to pay the debt, or return the effects attached in his hands, until such certificate shall have been so left. CHAPTER LXXI. Venue of Civil Actions. Sec. 909. Actions by a foreign corporation. § 909. All actions not within the Jurlsdic- tlion of a justice of the peace, brought by any corporation incorporated by the laws of 8 CONNECTICUT. Pleadings; evidence; trials; execution — Stat., §§ 996, 1090, 1093, 1113, 1169, 1171. any other State or a foreign government, against one or more of tlie inhabitants of this State, shall be made returnable to the superior court or court of common pleas in the county, or the district court, in the dis- trict, wherein the town is situated, in which the defendant, or one of the defendants, re- sides; but any corporation incorporated im- der the laws of the United States and located in any town in this State, may sue before the same courts in which any inhabitant of such town may sue. Actions within jurisdiction of justice. § 667. rower of corpoiations to sue and be sued. § 1906 (2), note. CHAPTER LXXIII. Pleadings. Sec. 996. Pleading charters. § 996. All acts of incorporation passed by the general assembly may be declared on or pleaded as public acts. [Corporation created by a private act, in order to sustain a suit, must set forth such parts of the act as are necessary to show that It is a cor- poration and has the power to sue. Mfg. Co. v. Hartshorne, 3 Conn. 202.] CHAPTER LXXV. Evidence. Sec. 1090. Certified copy of certificate of organi- zation shall be prima facie evidence. 1093. Files and records of corporations may be proved by copy. § 1090. A copy, certified by the secretary of this State, under its seal, of the original certificate of organization of any joint-stock corporation, shall be prima facie evidence of the due formation, existence, and capacity of such corporation. § 1093. Tlie files, records, votes, and pro- ceetlings of any * * * corporation, * * * having a clerk, may, when he is absent, or unable to perform the duties of his office, be proved in any court by copies examined and sworn to by credible wit- nesses. Books must be kept where. § 1953. [Record-book of corporation is presumptive evi- dence of facts recited therein. Lane v. Brlnard, 30 Conn. .570. In actions against corporation en- tries in record-book are admissible for plaintiff without proof that the meetings were duly warned. Howard Ins. Co. v. Hope Ins. Co., 22 Conn. 403. Entries of proceedings of directors, in record-book, are legal evidence against it, but not conclusive, and may be contradicted by parol. Goodwin v. Ins. Co., 24 Conn. 6»il. And a subsequent vote rescinding the former one might be given in evi- dence to show that it was repudiated by the cor- poration. Id. Vote of corporation approving minutes of last meeting amounts to a ratifica- tion, whether meeting was held regularly or not. Ins. Co. V. Ins. Co., 22 Conn. 103. Corporation cannot Introduce proof of its own votes repudiat- ing act of agent, to rebut implication of ratiflca- tion of such act derived from their previous votes Introduced by the adverse party. Id. Rut may introduce its true record-book to prove that an- other book is spurious. Goodwin v. Ins. Co., supra. Records may be introduced to prove ad- mission by corporation of its liability. Ins. Co. V. Ins. Co., supra. Testimony by secretary that no vote of a certain character is on the records of a corporation Is admissible. Smith v. Rich- ards. 29 Conn. 243. Record of resignation may be made by the resigning officer. Evarts v. Mfg. Co., 20 Conn. 457.] CHAPTER LXXVI. Trials of Civil Actions. Sec. 1113. Precedence of cases. § 1113. * * * Appeals from probate, and from the doings of commissionei's ap- pointed by courts of probate, and actions brought by receivers of insolvent con^ora- tions by order of the court by which such re- ceivers were appointed, shall have prece- dence of all other civil actions in respect to the order of trial, except as provided in the preceding section. CHAPTER LXXIX. Executions. Sec. 1169. Demand upon judgment against volun- tary associations. 1171. Levy on stock of a corporation. § 11G9. Demand on execution, upon a judg- ment rendered against a voluntary associa- tion, may be made on its presiding officer, secretary, or treasurer. § 1171. The levy of an execution on the rights or shares which any person owns in the stock of any corporation, together with the interest, dividends, and profits, due and growing due thereon, shall be by leaving a true and attested copy thereof with the secretary, clerlv. or cashier, with an attested certificate, by the officer making such levy, that he levies upon such rights or shares to satisfy such execution; and thereupon such officer sliall, as in other cases, post and sell the same, together with such interest, dividends, and profits, or such part thereof as shall be sufficient to satisfy such execu- tion; and shall give to the purchaser a writ- ten conveyance of such rights or shares; and sliall also leave with such secretary, clerk, or cashier, a true and attested copy of tlie execution and of his return thereon; and the purchaser shall thereupon be entitled to all dividends and stock, and to the same privi- leges as a member of such corporation as such debtor was entitled to. And when any proper officer shall, with a writ of execution, apply to such secretary, clerk, or cashier, for the purpose of so levying upon such rights or shares, the secretary, clerk, or cashier shall furnish him with a certificate, under his hand, in his official capacity, stat- ing the numlier of rights or shares the de- fendant holds in the stock of such corpora- tion, with the incumbrances tl oreon, if any. CO^iKECTICUT. P'oreign attaehm.; mand. and quo war.; receivers — Stat., §§ 1235, 1296, 130O-2, 1321, 1322. and the amount of dividends thereon due; but when any bank incorporated by this State, or any banliing association, located and transacting business in this State, has no cashier, or the cashier is absent there- from, or any other corporation incorporated by the laws of this State has no secretary or clerk therein, then the rights or shares in the stock of any such corporation may be taken by execution by leaving the copy of the execution and the certificates, in this section prescribed, at the principal house or place in this State where such corporation transacts its business or exercises its cor- porate powers. See § 919. [A ■written Instrument of conveyance from officer to purchaser la indispensable; the officer's return alone is not sufficient. Morgan v. Banli, 14 Conn. 99.] CHAPTER LXXXVI. Actions by Foreign Attachment. Sec. 1235. When a corporation garnishee cited In to disclose need not appear. § 1235. Whenever any corporation, which shall have been made a garnishee In any civil action, and cited in, to disclose in the court before which the same Is returnable, was not indebted to, and had no effects of, the defendant in its possession when the complaint was served upon it, it need not appear before said court to disclose, If It shall cause the affidavit of Its treasurer or Its paymaster stating such fact to be filed In said court, on the return day of the com- plaint. If such affidavit shall be so filed and the plaintiff shall bring a scire facias against such corporation upon a judgment rendered against the defendant in the com- plaint, and it shall be found on the trial that the corporation was not indebted to the defendant and that it did not have his effects in Its possession at the time of the service of the complaint, judgment shall be for the corporation to recover its costs. CHAPTER LXXXIX. Mandamus and Quo Warranto. Sec. 1296. Stockholder of corporation may apply for writ of mandamus. 1300. Informations in nature of quo warranto. 1301. Costs. 1302. Bond for costs. § 1296. Any stoclvholder of a corporation may apply for a writ of mandamus against such corporation, to compel it to obey the statute laws of this State. Corporation may be sued. § 1906 (2). § 1300. When any person or corporation shall usurp the exercise of any office, fran- chise, or jurisdiction, the superior court may [ proceed, by Information in the nature of a quo warranto, to punish such person or cor- poration for such usurpatioq, according to the course of the common law; and may also permit such an information to be filed in the name of the State's attorney in the county where the cause of the action arises, at the relation of any person desiring to prosecute the same, against any person usurping any corporate franchise or office, and may proceed therein, and render judg- ment, according to the course of the common law. [See State v. Turnpilie Co., 10 COnn. 157; State V. Bull, 16 id. 179; Bridge Co. v. State, 18 id. .".3; State V. Curtis, ,35 id. .374; State v. North, 42 id. 81; State v. Lewis, .51 id. 113; Hincijlcy v. Breen, 55 id. 119; s. c, 9 Atl. Rep. 31.] § 1301. Whenever an information in the nature of a quo warranto is brought at the relation of a private individual in the name of the State or its attorney, the court sliall award costs to the prevailing party, whether relator or respondent, against the other as in civil cases. § 13C>2. The relator who prays out such Information shall, in all cases, give bond to the other party for costs as by law required In civil actions. CHAPTER XCII. Receivers. Sec. 1321. Reports of receivers of insolvent cor- porations. 1322. Rights of receivers of corporations. § 1321. The receivers, or receiver. If there be but one, of every insolvent cori)oration in tills State, not otherwise obliged by law to make reports to court, covering substantially the same ground as hereinafter mentioned, shall at least once in every six months make, sign, swear to, and file with the clerk of the court by which they were appointed, a full and complete statement of all their doings, as such receivers, for the six months next prior to the filing of said statement, which statement shall contain a full and itemized account of all moneys received by them dur- ing the aforesaid period, the date of its re- ceipt, the amount, the person from whom received, and on what account received; also a full and itemized account of all monevs paid out by them during said period, the date of payment, the person to whom paid, and the purpose for which paid. Insolvent corporations. §§ 502, 506. Winding up corporations. §§ 1942, 1943, 1965, 1966, 1967. Ac- tion by receiver talces precedence. § 1113. See acts No. 12, at p. 32; No. 16, at p. 33; No. 23, at p. 36. § 1322. Receivers of a corporation, ap- pointed by judicial authority, shall have the right to \he possession of all its books, papers, and property, and power in their 10 CONNECTICUT. Frauds by officers; apprentices and employes — Stat., §§ 1567, 1579, 1580, mS-1749. own names, or in its name, to commence and prosecute suits for and ou belialf of said corporation; to defend all suits brought against it or them; to demand and receive all evidences of debt and property belonging to it, and to do and execute in its name, or in their names, as such i-eceivers, all other acts and things which shall be necessary or proper in the execution of their trust; and shall have all the powers for any of said purposes possessed by said corporation. See § 1321, note. [See Bank v. Wheeler, 28 Conn. 433; Bank v. Peck. 29 id. 884. Creditors of an Insolvent corporation in the hands of a receiver judicially appointed, whose claims have been proved and allowed by the court, arc entitled to be heard in the receiver's suit upon any of the doings of the court, or of the receiver, by which they made claim to be ag- grieved, with the right to appeal to this court from a final decree unfavorable to their interests. If receiver declines to collect unpaid stock sub- scriptions and acts in collusion with the delinquent stockholders, the creditor may ask his removal; but they cannot resort to an independent suit against such delinquent stockholders for the un- paid subscriptions, for the appointment of a re- ceiver to administer the amounts thus collected. Links V. Bank. Co., 66 Conn. 277; s. c, 33 Atl. Rep. 1003. In the distribution of the assets of an insolvent corporation in the hands of a receiver, a creditor is entitled to a dividend computed on the actual amount of his debt only. The fact that he holds other unsecured obligations in corporations as " collateral security," does not entitle him to a dividend computed upon his actual debt plus the amount of these obligations; nor does a sale of such obligations by the creditor to himself en- large his rights in this respect. In re Waddell- Entz Co., 67 Conn. 324; s. c, 35 Atl. Rep. 257. Such obligations might constitute a debt against the insolvent corporation for their face value, if transferred by valid assignment to an innocent purchaser; but a sale by the creditor to himself after notice of the insolvency of the corporation and the appointment of a receiver, does not give him the standing of an innocent third party. Id.] TITLE XIX. CRIMES AXD CRIMINAL PROSECUTION. CHAPTER XCIX. Crimes. IX. OFFENSES AGAINST PUBLIC POLICY. Sec. 1567. Officers of corporations not to take fee or commissions as gratuities. § 15G7. Every person * * * being a member of the board of management of any public or private institution, or corporation, who shall receive for his own use, directly or indirectly, from any person with whom he makes a contract, or transacts any busi- ness, * * * or with whom the board of management of which he is a member, makes a contract or transacts any business, any payment, commission, or compensation, wliotlier direct or under the form of some protitable sale, purcliase, or contract, or gra- tuity of any kind, by reason of, or in ac- knowUMlgmont for, or in connection with, the making of suc-h contract, or the trans- acting such business, shall be imprisoned not less than tliirty-one days, nor more than one year, or lined not more than three hun- dred dollars, or both. XL FRAUDS. Sec. 1579. Embezzlement by officer of corporation. 1580. Same. § 1579. Evex'y officer or agent of any public, municipal, or private corporation, * * * who shall wrongfully appropriate and con- vert to his own use the money, funds, or property of such corporation, * * * shall be fined not more than ten thousand dollars, or imprisoned not more than ten years, or both. See §§ 1567, 1580. § 15S0. (As amended May 1, 1895.) Every officer or agent of any private corporation or voluntary association of this State, or of any common carrier, or any agent of any busi- ness house or private individual, who shall take, purloin, secrete, or in any way appro- priate to his own use, or to the use of others, any of the goods, moneys, or choses in action, in the care or custody of, belonging to, or de- posited with, such coi-poration, voluntary association, caiTier, house, or individual, with intent to defraud another, or who shall with like intent make any false entries upon any of their books, or shall keep false books or entries of and concerning their business and affairs with like intent, shall be impris- oned not more than ten years. See §§ 1567, 1579. [Necessary allegations of indictment. State v. Fuller, 34 Conn. 280.] TITLE XXII. APPRENTICES AND EM- PLOYES. CHAPTER CVI. Sec. 1748. Withholding wages. 1749. Weekly payments. 1750. When corporation shall be exempt from provisions of preceding section. 1751. Penalty for violation of preceding sec- tion. 1752. Wages paid before due not to be scaled. 1753. Employment of children. § 1748. Any person or corporation who shall withhold any part of the wages of any person, because of any agreement expressed or implied requiring notice before leaving the employment, shall forfeit fifty dollars, half to him who shall sue therefor, and half to the State. § 1749. Every corporation employing labor shall pay to its employes such compensation or wages as may bo agreed upon, once a week; and sucli payment sliall include all wages earned and unpaid up to tlie oiglith day precotling tlu' il;iy of payment, and no COiS^XECTICUT. 11 Corporate name; general powers — Stat, §§ 1750-1753; 1905, 1906 (1). deduction from said wages sliall be made on account of sucli weeldy payment. § 1750. Every corporation which shall pay weekly to such of its employes as shall call at the usual place of payment for the same eighty per cent, of their estimated wages, earned and impaid before the eighth day preceding the day of payment, malving no discount on account of such weelily payment, and shall pay in full once in each month, and shall give notice of the same in its printed rules and regulations, shall be ex- empt fi'om the provisions of the preceding section. § 1751. Any corporation violating the pro- visions of the two preceding sections shall forfeit the sum of fifty dollars, half to him who shall sue therefor, and half to the State. § 1752. No employer of labor, nor any per- son acting for him, shall in any manner or form make a discount or deduction from the wages of any person employed by him, when the wages of the emploj^e or any part thereof ai'e paid at an earlier time than that at which such wages would regularly have been paid. And any person or corporation violating this section shall forfeit not less than ten nor more than one hundred dollars, half to him who shall sue therefor and half to the State. § 1753. (As amended May 7, 1895.) No child under fourteen years of age shall be employed in any mechanical, mercantile, or manufacturing establishment. TITLE XXX. PRIVATE CORPORATIOIVS. CHAPTER CXIX. General Provisions. Sec. 1905. Corporate name. 1906. General powers. 1907. Organization of voluntary associations without capital stock. 1908. By-laws, assessments, fines, etc. 1909. Charters subject to alteration anrl re- peal. 1910. Corporations must organize within two years after approval of charter. 1911. Amendment to charter, how accepteil. 1012. Fee to be paid by foreign corporations upon application for charter. 191.3. Additional fee before commencing busi- ness. 1914. Fee when capital is increased. 1915. Duty of secretary. 1916. Fee to be In lieu of taxes, etc. 1917. Regulation of investments. 1918. Stock subscriptions not made In good faith. 1919. Special meeting, how called, upon fail- ure to hold annual meeting. 1920. Officers to hold over until successors are elected. 1921. Limitation of the preceding section. 1922. Regulation of directorship of different corporations. 1923. Stock to be personal property and trans- ferred on books. 1924. Stock, how pledged. 1925. Stockholders may vote, how. 1926. Each share entitled to one vote. 1927. Proxies. 1928. Majority of directors, a quorum. 1929. Capital stock, how called in, assess- ments, etc. Sec. 1930. 1931. 1932. 1933. 1934. 19.35. 1936. 19.37. 1938. 1939. 1940. 1941. 1942. 1943. Taxes on the shares, how collected. Dividends restricted. Unwarranted dividends, penalty for vot- ing. Reduction of capital stock and par value of assets. Certificates may be changed after re- duction. Division of profits. Any corporation may take advantage of preceding section. Certificates of condition to be lodged with town clerks annuallv. Intentional neglect to coniply with pre- ceding section. Holders of stock books to give Informa- tion to holders of stock. Reports, to whom and when made. Banks, etc., not to change location with- out authority. Winding up corporations on petition of stockholders, and remedy of persons aggrieved. Winding up corporation by its own vote. § 1905. The name of every private corpora- tion hereafter created shall indicate that It is a corporation. Change of name. § 1949. How name shall be- gin and end. § 1944. " Person," includes cor- porations. § 1. § 1906. Every private corporation may, when no other provision is specially made, (1) Receive, purchase, hold, sell,' and con- vey real and personal estate, as the purposes of the corporation shall require, not exceed- ing the amount limited in its charter; Eminent domain. Const., art. I, § 11. Regu- lation of Investments. § 1917. Conveyances of real estate, how witnessed. § 2955. Taxation of corporate property. §§ 3832-3834. Corporation may hold property needed in its business. § 1952. [By the common law, corporations have a right to purchase and hold property, so far as may be necessary to carry into execution the objects of their creation. Factory v. Warner, 1 Blatch. (U. S.) 277. But where corporation purchases prop- erty in order to make a malicious use of It, the motive becomes material as afl'ecting the question as to their power to purchase. Occum Co. v. Mfg. Co., 34 Conn. 540. Corporation claiming under a devise in trust for others must show that it has corporate power so to hold in trust, such power not being incidental. Green v. Dennis, 6 Conn. 304. Statute requiring authority of agent for executing deeds to be evidenced by power of attorney, does not apply to deeds by agent of cor- poration. Howe V. Kerler, 27 Conn. 544. And, semble, if agent of corporation should convey without authority, the deed might be made good by a vote of ratification. Id. Conveyance signed by oflicer of corporation need not recite his authority, as that fact Is always to be proved by extrinsic evidence. Hart v. Stone, 30 Conn. 96. Such authority is not necessarily to be proved by formal vote of corporation. Id. In executing deed of corporation, agent must affix the corporate seal. Bank v. Davis, 8 '.'onn, 207. Whether joint-stock corporation of this State can buy out the property, etc., of similar corporation of another State, quaere. Terry v. Lock Co., 47 Conn. 160. Ikfortgage of corporate property to pay for stock purcliased of a stockholder In order to get rid of him, held good as against subsequent creditors. Smith v. Gcylord, 47 Conn. 382. 12 co:n^necticut. General powers of corporations — Stat., § 1906 (2-5). New York corporation may receive power from Connecticut legislature to mortgage its Connecti- cut with its New York property. Mead v. R. R. Co., 45 Conn. 220. Power to borrow money on mortgage does not imply power to take stock in a b'lilding association. Bank v. Agency Co., 24 Ccnn. 164.] (2) May sue and be sued, complain and de- fend in any court; Service of process. J§ 908, 909. Venue of ac- tions. §§ 667, 969. Pleading charters. § 996. Evidence. §§ 1090, 1093. Precedence of cases. § 1113. Executions. §§ 1169, 1171. When cor- Iioration garnishee need not apear. § 1235. Man- damus and quo warranto. §§ 1296-1302. Re- ceiver of corporation may sue and be sued. § 1322. Ex parte injunctions. Act of 18S9, see p. 27. Discovery in action against a corporation. Act of 1889. see p. 27. [Corporation not liable for services rendered be- fore organization was effected, in procuring Bub- scriptions to capital stock. R. R. Co. v. Ketchum, 27 Conn. 179. Corporation authorized to lend money upon pledges, and with ordinary power to sue and be sued, is not restricted to sale of pledge in case of non-payment, but may sue the borrower directly. Loan Co. v. Towner, 13 Conn. 257. Equitv will enjoin corporation, at the instance of any member, from wasting or misappropriating corporate property. Scofleld v. School Dist, 27 Conn. 504. And will interpose to protect a dis- senting minority of the stockholders. Pratt v. Pratt, 33 Conn. 455. . ^, A corporation is a moral person, and may vindi- cate and preserve all its rights by the common and statute laws, as all other persons may, except so far as restrained by law or its charter. Strat- ford V. Sanford, 9 Conn. 282. An action on the statute against vexatious suits lies against a bank for such a suit brought in its name and behalf by a vote of the directors, never repudiated by the corporation. Goodspeed v. Bank. 22 Conn. 536. Bill in equity, brought by minority stockholders and directors "to prevent a fraudulent combina- tion, held frood. Sears v. Hotchkiss, 25 Conn. 177. A domestic corporation may be sued by a non- resident by writ of summons in any county in this State "where a stockholder resides. Wood v. Ins. Co., 13 Conn. 210. Corporation created by United States is amen- able to that sovereignty only, except so far as jurisdiction over suits against it may be conferred by congress on State tribunal. State v. Curtis, 35 Cor.n. 378; Sill v. Bank, 5 id. 105. Corporate character of a plaintiff, and its capacity to sue, are admitted by a plea to the merits, and want of such character or capacity can be taken advantage of only by a plea in abatement. Bank v. Ford, 27 Conn. 288; Bank V. Church, 29 id. 148. In an action by corporation for damage to Its property, not necessary for plaintiff to prove its power to hold such property. Trans. Co. v. Van- derbilt, 10 Corn. 427. Trespass will not lie against a corporation for the taking of land, if its charter gives another mode of obtaining satisfaction. Hooker v. N. H. & N. Co., 15 Conn. 323. But corporation must appear to have taken the proper stops under the charter to give the plaintiff the satisfaction there provided for. Id. A creditor of a corporation may file a bill in equity against a wrongdoer to prevent an Injury to it without averring that the corporation has refused to take measures to protect itself. Lo- throp V. Stedman, 42 Conn. 589. Equity may, at the suit of a stockholder, re- strain corporation from willful misapplication of funds, and compel directors to account for any waste amounting to a breach of trust. Hardon v. Xewton, 14 Blatchf. (U. S.) 379. In a suit by a foreign corporation, defendant's plea of the general issue admits plaintiff's capacity to sue. Bank v. Curtis, 14 Conn. 440. But not, if the action be ex contractu, that it had power to make the contract, which must be proved In the same manner as all foreign laws must be, to entitle them to a recovery. Id.] (3) Have a common seal, which it may alter at pleasure; [In executing deed of corporation, agent must affix the corporate seal. Bank v. Davis, 8 Conn. 207.] (4) Elect in such manner as it may deter- mine all necessary officers, fix their compen- sation, and define their duties and obliga- tions; Appointment of officers. § 1950, and note. Duty of secretary. § 1915. Officers to hold over. § 1920. Voting. §§ 1925-1927. Negligent officers, penalty. § 1959. Crimes by corporate officers. §§ 1567, 1579, 1580. Discovery from officers. Act of 1889, see p. 27. Officers not to borrow money. Act of 1889, see p. 27. Annual statement by officers. S 1937. (5) And may make by-laws consistent with law for its government, the regulation of its affairs, and the management of its prop- erty. See § 1908. Transfers of stock regulated by by- laws. § 1960. And assessments upon subscrip- tions. § 1929. By-laws adopted at first meeting. 5 1946. [By-laws to govern consolidated corporation. Lane v. Brainard, 30 Conn. 576. Construction of charters and corporate powers.— Where language of a public grant admits equally of two constructions, that most favorable to the State is to be adopted. Bridge Co. v. Ferry Co., 29 Conn. 221; Turnpike Co. v. Marshall, 11 id. 190. See also Bradley v. R. R. Co., 21 id. 306. In public grants nothing passes by implication. Hooker v. N. H. & N. Co., 15 Conn. 321. A grant of exclusive privileges in derogation of public rights is to be construed strictly. Id. No construction should be given to charter of private corporation, ur'ess the rules of law Im- periously require it, which will defeat the object of the grant, impair the public interest, ruin the corporation, or defraud third persons. R. R. Co. V. Kennedy, 12 id. 527. The charter of a corporation Is a contract be- tween it and each of its stockholders, and neither directors nor majoi-ity of stockholders can bind a minority without the assent of the latter, in any manner not expressly or impliedly authorized by the charter. Byrne v. Mfg. Co., 65 Conn. 336; s. c, 31 Atl. Rep. 833.] [General poTvers and liabilities of oorpo- i-iitions A corporation has only such rights and powers as are expressly granted, or as are neces- sarv to carry into effect the rights and powers so gra'nted. Ins. Co. v. Ely. 5 Conn. 568; New Lon- don V. Brainard, 22 id. 5.">5; Occum Co. v. Mfg. Co., 34 id. 541; Catlin v. Bank, 6 id. 230: Berlin v. The School, etc., 9 id. ISO: Ins. Co. v. Weed, 28 id. 63. Specific grant of certain powers is an implied pro- hibition of other and distinct powers. Ins. Co. V. Ely, supra. Corporation may exercise all powers within the CONNECTICUT. 13 Formation of corporations; by-laws: pre-existing charters — Stat., §§ 19^7-1911. fair Intent and purpose of its creation which are reasonablj- proper to pive effect to powore ex- pressly granted; and it must have a choice of means adapted to ends, and not be confined to any one mode of operation. Bridgeport v. R. R. Co., 15 Conn. 5u2. Corporation must not exorcise discretionary powers in such a way as to infringe on the rights of others. Holmes et al. v. JNIfg. Co., 37 Conn. 293. Corporation may have power to enter into a copartnership. Butler v. American Toy Co., 4G Conn. 14.5. Corporation ean only con- tract by virtue of its charter, and if the subject- matter as to which it can contract, and the mode, are therein prescribed, they must be strictly pur- sued. Ins. Co. V. Ely, supra. Banks, and similar corporations, authorized to contract in a particular mode, may, by a course of practice, render themselves liable on instru- ments executed in a different mode. Bulkley v. Fishing Co., 2 Conn. 252; Witte v. Fishing Co., id. 261; Kilgore v. ISuIkley, It id. 384. If charter prohibits discounting of notes, cor- poration cannot recover upon a note which it has discounted. Loan Co. v. Towner. 13 Conn. 260. Corporation, as well as an individual. Is bound to so use its rights as not to injure others. Hooker v. N. H. & N. Co., 15 Conn. 321. But Injuries may be done to private property by a private corporation in constructing public works, so inseparably connected with their construction as not to found an action against the corporation. Id. Insurance, canal, bridge and turnpike companies are not public corporations, nor are their agents to be ranked with public agents. Hooker v. N. H. & N. Co., 15 Conn. 321. As to exclusive right to lay gas pipes in streets, see Gas Light Co. v. Norwich Gas Co., 25 Conn. 32. Powers of corporation incorporated to turn gun- stocks. See Turning Factory v. Warner, 1 Blitchf. 277. Incidental powers of mutual insurance company. Ins. Co. v. Weed, 28 Conn. 63. Of other insurance company. Ins. Co. v. Ely, 5 Conn. 568; Same v. Bennett, id. 578. When equity will not. upon the petition of a general creditor, restrain corporation from con- verting assets into money. Barr v. Mfg. Co., 41 Conn. 510. Transfer of entire assets of an insolvent cor- poration to another corporation, or receiving In return certain shares of stock of latter company, held to be ultra vires. Byrne v. Mfg. Co., 65 Conn. 336; s. c, 31 Atl. Rep. 833. The right of a non-assenting stockholder tc equitable relief does not depend In any respect upon the profitableness or unprofitableness of the transaction. He has the legal right to insist that the corporation shall keep within the powers granted by its charter. Id.] § 1907. Any number of persons not less than three may associate for any lawful pur- pose, where no capital stocli is created; and, being so associated, shall be a body politic and coi-porate, and may purchase, hold, and convey real and personal estate, the annual income from T\hich shall not exceed five thousand dollars; but before any such asso- ciation shall be entitled to the privileges herein granted, it shall lodge with the secre- tary of the State a copy of its articles of association, attested by its presiding officer and secretary, and cause them to be recorded in the records of the town where such asso- ciation is situated; and no subsequent alter- ation or amendment of its articles of association shall take effect until it is so attested, lodged, and recorded; and the gen- eral assembly may at any time rescind the 12 powers of any such association and prescribe the mode of settlement of its affairs. Organization with capital stocli. $ 1944. [Where charter of corporation provided that net income from propertv Invested should not exceed $10,000, held, that this did not necessarily pre- vent it from taking by devise property v^hlch would increase the income to exceed $10,000, .ind that the burden of proving Its capacity did not rest on the corporation. White v. Howard, 38 Conn. 362.] § 1908. Any association formed under the provisions of the preceding section may malie by-laws imposing fines and penalties, and lay assessments to further the objects of such association, but such by-laws and assessments shall be adopted by two-thirds of the members of the association, and no assessment or fine shall exceed the sum of twenty-five dollars, and such association may sue for and collect such fines and as- sessments. By-laws. § 1906 (5). § 1909. All acts creating or authorizing the organization of corporations, or altering the charters of corporations previously existing, which have been or shall be passed by the general assembly, and the charters of all corporations heretofore granted, and under which no corporations have been organized, shall be subject to alteration, amendment, and repeal at the pleasure of the general assembly, unless otherwise expressly pro- vided in such acts. See § 1911, [Charter of a corporation may be affected by subsequent legislation in three ways. See R. R. Co. V. Chapman, 38 Conn. 71. Application to legislature by directors for amendment of charter. See Mfg. Co. v. Smith, 2 Conn. .583. . Legislature, on repealing a charter, may appoint a trustee for the benefit of creditors and siock- holders; and, failing such an appointment, eQi'it/ might appoint such a trustee. Lothrop v. btea- man, 42 Conn. 590. ^ , n. „ When legislature has power to repeal, It can repeal conditionally, and divest the directors of the custody of the assets in favor of a public officer, pending an investigation into the solvency of the corporation. Id.] § 1910. The charter of any private corpora- tion hereafter granted shall be and become void, unless said corporation shall be organ- ized, and a certificate of such organization sworn to by the president or secretary, or, if there be no such officers, by an officer having custody of the records of such cor- poration, shall be filed in the oflice of the secretary of the state within two years from the date of the approval of its charter. § 1911. When any amendment or alteration of the charter of any corporation shall be made, if it be not otlierwise specially pro- vided in the resolution malcing such altera- tion or amendment, it shall not become 14 CONNECTICUT. Charter fees; subscription to stock; meetings — Stat., §§ 1912-1920. operative, unless within six months after its passage it shall be accepted at a meeting of said corporation, legally Avarncd for that purpose, nor unless an attested copy of said acceptance sliall be lodged on file in the office of tlie secretary of state, to be recorded by him in a booli Ivept for tliat purpose; and such acceptance shall operate to make the original cliarter, and all resolutions amend- ing and altering the same, subject to amend- ment, alteration, and repeal, at the pleasure of the general assembly. See i 1909. [But legislature may amend charter and Impose duties on a corporation without acceptance. State V. N. H. & N. Co.. 43 Conn. 370.] § 1912. No application for a charter for any business corporation authorized to do and perform its principal business outside the limits of this State having a capital stock, all or any part of which is to be divided into shares and held by shareholders, shall be heard by tlie general assembly or any com- mittee thereof until the parties applying for the same liave paid to the treasurer of the State one hundi-ed dollars. § 1913. No such business corporation liaving a capital stock, hereafter incorpo- rated, sliall commence to do business until it shall have paid to the treasurer of the state not less than one hundred dollars, and not more than five thousand dollars, as the same may be assessed and determined by the state board of equalization. § 1914. Every such business corporation which sliall hereafter increase its capital stock shall, within thirty days after the new stock is subscribed for, or issued, pay to the treasurer of the State not less than one hundred dollars, and not more than five thousand dollars, as the same may be as- sessed and determined by the state iDoard of equalization. Above section Is repealed by act of 1889. See p. 27. § 1915. No certified copy of any charter or organization certificate of any such cor- poration shall be issued by the secretary of the State until the payments required by sections 1912 and 1913 liave been duly made. § 1916. All sums paid to the treasurer under the provisions of tlie four preceding sections shall be in lieu of all other tax upon the franchise of such corporation, but it shall not be in lieu of any taxes imposed by law upon the property of such corpora- tion, or upon tlie shares of stock lield by individual stockholders residing in this State. In assessing the valuation of a franchise under the provisions of sections 1913 and 1914, the State board of equaliza- tion shall consider as one of the elements determining the value of the franchise, the amount of the capital stock of such corpo- ration, unless upon proper investigation such board shall find that a part of such capital stock has been issued in payment for patent •rights owned by such corporation, or unles8 such corporation is organized for the pur- pose of doing a fire or life insurance busi- ness; Provided, That nothing contained in this and the four preceding sections shall ap- ply to life insurance corporations doing busi- ness in Avliole or in part upon a mutual plan. § 1917. Whenever the board of directors of any corporation organized under the laws of this State for the purpose of lending money on real estate security, and issuing, negotiating, guarantying, and dealing in bonds and mortgage securities, shall have voted that said corporation shall never issue and have outstanding at any one time bonds exceeding a certain amount specified in such vote, and said vote shall be ratified and ap- proved by said corporation at a meeting of the stockholders, a copy of such votes of the directors and of the corporation, certified by its secretary and attested by the presi- dent and a majority of the directors, may be filed for record in the office of the secre- tary of the State, and thereupon said votes shall be effectual to bind said corporation, and shall operate as a perpetual limitation of its corporate powers. § 1918. When any commissioners or cor- porators to receive subscriptions to the capi- tal stock of a corporation shall be satisfied that any subscription is not made in good faith, they shall disallow it, and return to the person subscribing such installment as may have been paid by him. § 1919. Whenever any corporation, public or private, except corporations having a capital stock, or associated proprietors of common fields, or whenever any association organized under the laws of this State shall have failed to hold their annual meeting, or to legally elect officers thereat, and no provision shall be contained in its charter, articles of association, or by-laws, or pro- vided hj law for such contingency, a special meeting for that purpose may be called by the persons whose duty it is to call the annual meeting, and shall be called by such persons whenever requested so to do by not less than ten, or a majority of the members of such ('o^-poration, or association, in writ- ing, and such notice shall l)e given of such special meeting as is required in calling an annual meeting, and at such meeting the necessary officers may be elected. First meeting. § 1945. § 1920. When any corporation having a capital stock, or any associated proprietors of common fields, shall have failed to hold their annual meeting or to elect officers tliereat, and no provision shall be contained in its charter, or articles of association or by-laws for such contingency, the officers of such corporation or association shall hold CONNECTICUT. 15 Capital stock; meetings of stockliolders — Stat., §§ 1921-1929. their ofliees until others shall be appointed in their stead; and in such case a special or annual meeting may be called by its presi- dent or vice-president, or a majority of its directors; and on their refusal, by one-fourth of the associated proprietors, or the holders of one-third of the capital stoclc if not less than one-fourth in number of the stock- holders, by a writing designating the time and place, and giving such notice as is re- qiiired in calling an annual meeting; and at such meeting the necessary officers may be elected; and in such case, such failure shall not impair the rights of said corporation or association. [Failure to hold new election, officers hold over. Spencer v. Champion, 9 Conn. 542.] § 1921. Nothing in the preceding section shall at any time revive any corporation whose powers may have expired for any other cause than that hereinbefore named, nor any corporation which shall have in fact abandoned and ceased to exercise the powers and franchises granted by its charter. § 1922. Any one of the directors or execu- tive officers of any corporation, incorporated by the laws of this State, owning stock in any of the banks or other corporations of the State, shall be eligible to be elected as a director of such banlcs or other corpora- tions, at any meeting of stockholders of such banks or other corporations, legally convened for the election of directors, and upon such election may act as director of such banlv or other corporation; Provided, That not more than one single person of such dii'ectors or executive officers shall be eligible to serve as such director at the same time. Appointment of directors. § 1950. [Admissions of president and directors of a hunk are inadmissible In defense to a suit bv the bank. Bank v. Hart, 3 Day (Sup. Ct.), 495. Declaration of directors of a corporation Inadmissible, when. Bridge Co. v. Granger, 4 Conn. 147. Bankraptcy of stockholder does not make him ineligible as a director. 42 Conn. 569.] § 1923. When not othei'wise provided in its charter, the stock of every corporation shall be personal property, and" be trans- ferred only on its boolvs, in such form as tlie directors shall prescribe; and sucli corpora- tion shall at all times have a lien upon all tlie stock owned by any person tlierein, for all debts due to it from him. Transfer to avoid taxation, penalty. § 3S39. Attachment of shares of stock. §§ 919, 9:35. Levy of execution against stock. § 1171. Stock, how pledged. § 1924. Transfer of stock, and lien of corporation. §§ 1960, 1961. Taxation of stock. §§ 383G-3838. Special taxes. §§ 3916 et seq. Pre- ferred stock. Act of 1893, see p. 30. [Assignment of stock on sprret trust for benefit of the corporation was fraudulent. Mann v. Cook, 20 Conn. 186. This section, ipso facto, gave a corporation whoso stock had been pledged a lien upon it for both the then existing and the future Indebtedness of the stockholder, which was su- perior to the unperfccted lien of the pledgee. Bank v. Ins. Co., 45 Conn. 35.] § 1924. Shares of stock in any corporation organized in this State under the laws of this State, or of tlie United States, may be pledged by executing and delivering a power of attorney for its transfer, with the certifi- cate of stoclv therein mentioned, to the party to whom the pledge is made; but no such pledge, unless consummated by an actual transfer of the stoclc to tlie name of such party, shall be effectual to hold such stock against any ]ierson but tlie pledgor, and his executors and administrators, until a copy of said power of attorney shall be filed with the cashier, treasurer, or secretary of said corporation. See § 1923, and note. [See Bank v. Ins. Co., 45 Conn. 22; Winslow v. Fletcher, 53 id. 390; s. c, 4 Atl. Rep. 250.] § 1925. At all meetings of corporations having a capital stock, stockholders may vote in person, or by an attorney duly au- thorized thereto. Ex parte injunctions to restrain voting pro- hibited. Act of 1889, see p. 27. [The books and records of a corporation deter- mine who are its stockhohlers, and who have the right to vote on the stock. State v. Ferris, 42 Conn. 568. The bankruptcy of a stockholder does not preclude him from voting on his stock. Id. Vote fraudulently procured is vitiated. Goodwin V. Ins. Co., 24 Conn. 602.] § 1926. At all meetings of stockholders each share shall entitle the holder thereof to one vote. [Person in whose name stock stands upon the books has the right to vote it. \Yhite v. Ferris, 42 Conn. 560. And person having right to vote as a stockholder is eligible to any office to which a stockholder is eligible. Id.] § 1927. No person shall vote at any meet- ing of the stockholders of any bank or rail- road company, by virtue of any power of attorney not executed within one year next preceding such meeting; and no such power shall be used at more tlian one annual meet- ing of such corporation. § 192S. A majority of the directors of every corporation, convened according to the by- laws, shall constitute a quorum for the trans- action of business. [Whatever is lawful for a corporation to do, may be done bv a majority vote. Eggleston v. Doollttle, 33 Conn. 402. Bankruptcy of stock- holder does not preclude his acting as a director. 42 Conn. 569.] § 1929. The directors of every corporation may call in the subscriptions to its capital 16 CONNECTICUT. Rights and liabilities of stockholders; dividends — Stat., §§ 1930-1931. stock by installments, in such proportion and at such times and places as they shall think proper, by gfiving such notice thereof as the by-laws shall prescribe; or. in the absence of such by-laws, on such notice as they deem reasonable; and if any stockholder shall fail to pay any such installment for sixty days after it shkw have become payable, and after he shall have been notilied thereof, said cor- poration may sell his stock at public auction, giving at least thirty days' notice thereof and of the time and place of sale, by adver- tisement in some newspaper published in the county where such coi-poration is located; and the proceeds thereof shall be first ap- plied in payment of the installment called for and the expenses of the sale; and the residue shall be refunded to the owner. Lien of corporation for unpaid subscriptions. §i 1900, 1961. [Action against subscriber for assessment, what Is a defense. Nortlirup v. Bushnell. 38 Conn. 510; R. R. Co. V. Brush, 43 id. 95. After corporation is organized, the right to control future sub- scriptions passes from corporator to directors. Id. First payment on subscription being made on faith of incorrect information does not operate as a waiver or estoppel. Id. Irregular election of directors not a defense to action to enforce payment of installment on subscription, when ma- jority of board who voted the assessment were regularly elected. Turnpike Co. v. Thrope, 13 Conn. 183. Whether, in such an action, It is not enough to prove a vote by a de facto board, Quaere. Id. Fraudulent withdrawal of stock: fictitious pay- ments. See Stebbins v. Cowles, 10 Conn. 405. When power of assessment could not be exer- cised by directors without authority of company. Man. Co. v. Smith, 2 Conn. 584. Assessments are payable to the treasurer of the corporation. R. R. Co. v. Wilson, 22 Conn. 454. Delinquent stockholder is liable for interest on assessments. Mann v. Cooke, 20 Conn. 190. There are cases where the ofiScers of a corpora- tion may be compelled to make calls upon the stockholders for stock assessments, by a writ of i mandamus. Ward v. Mfg. Co., IG Conn. 601. Where stock is liable to assessment, the assess- ment falls upon the stockholder of record. Davis V. Essex Society, 44 Conn. 585. Director not estopped from denying his sub- scription, when. R. R. Co. v. Reynolds, 46 Conn. 379. As to a set-off, in an action for calls, on the In- solvency of the corporation, of a collateral debt. See Ins. Co. v. Weed. 28 Conn. 68. Subscription to capital stock creates a contract, and if a power to amend or repeal the charter be reserved to the legislature, though absolute in terms, it cannot be so exercised as to impair the obligation of such contract or to destroy vested rights. R, R. Co. v. Chapman, 38 Conn. 70. From subscription to stock, the law implies q promise to pay installments as ordered by di- rectors. R. R. Co. V. Wilson, 22 Conn. 452. And it is no defense to action for installments that corporation was not organized until after the subscription was made. Id. The title which subscriber acquires to the shares subscribed for Is a good consideration for a promise by him to pay assessments. Id. Irregularities in proceedings by corporation no defense to action for assessments. Id.; see also E. R. Co. v. Kennedy, 12 Conn. 507. Construction of charter as to the implied right to sue stockholders for subscriptions. Id.; Mann V. Cooke, 20 Conn. 187. If there is no provision fixing the notice to be given to stockholders on the calling in of install- ments upon subscription, reasonable notice Is suflicient. Turnpike Co. v. Thorp, 13 Conn. 184. A bill in equity was maintainable by a judg- ment creditor to compel the payment to the dl rectors or to a receiver of unpaid installments on stock. Ward v. Mfg. Co., 16 Conn. 5!t7. Writ of mandamus to compel directors to call in unpaid installments would be a less adequate remedy. Id. GOl. Purchaser of stock not paid up, liable for In- stallments. R. R. Co. V. Boorman. 12 Conn. 531. In a suit to recover the nnp.iid assessment on capital stock of a joint-stock company, defendant, who was promoter of the concern and assisted in its organization, is estopped to defend upon ground that the required twenty per cent, of its capital stock has not, in fact, been paid in in cash. Canfield v. Gregory, 66 Conn. 9; s. c, 33 Atl. Rep. 536.] [Rijsrlit^i and liabilities of members.— Per- sonal liability of stockholders of insolvent cor- poration was that of joint debtors, and could be enforced by a creditor in an action at law brought against all. Deming v. Bull, 10 Conn. 414. In such a case equity will compel the stockholders, as between themselves, to a pro rata contribution. Id. Where charter provided that the persons and property of its members should be liable for all debts due by the corporation, held, that as soon as any debt was contracted, it was enforcible against the members as original debtors, as if there had been no incorporation. Southmayd v. Russ, 3 Conn. 55. Where statute imposes on stockholders an abso- lute individual liability proportioned to the amount of their stock, such liability is an independent and original one, and the stockholders may be severally sued. Paine v. Stewart, 33 Conn. 529. Charter provided that the persons and property of members should at all times be liable for all debts due from corporation. Held, that this lia- bility attached only to those who were members when a legal demand was made for the payment of such a debt. Bank v. Magill, 5 Conn. 63. But if a transfer of stock be made to an irresponsible party, with Intent to avoid this liability, it would be fraudulent, and void as against the company's creditors. Id.] § 1930. When any corporation shall im- pose a tax on the shares of its stock, it may appoint a collector thereof, who shall re- ceive from its treasurer a tax bill and war- rant, to be signed by any justice of the peace, directing such collector to collect the sums specified in such tax bill; and on neg- lect of any stockholder to pay the same within the time limited by such corporation, the collector may levy said warrant on such shares, or such part thereof as may be nec- essary to satisfy said tax and costs, and shall proceed therein in the manner provided by law for the collection of executions when levied on the shares of the capital stock of such corporation; and the fees of said col- lector shall be the same as are allowed to officers on executions. § 1931. No dividend exceeding the rate of ten per cent, a year, shall be declared by any corporation, tintil it sliall have a surplus fund of twenty per cent. Oflicers liable for illegal dividends. § 19.32. Dividend by insolvent corporation, penalty. § 1958. Uncalled for dividends, disposition of. § 1964. Division of profits among employes. §§ 1935, 1936. Dividends on preferred stock. Act of 1893, see p. 30. See act concerning trust estates, at p. 27. COXNECTICUT. 17 Dividends; reduction of stock; annual reports — Stat., §§ 1932-1942. § 1932. No corporation shall declare any dividend while its capital is impaired; and all officers wlio sliall vote in favor of declar- ing such dividend, in case such dividend is declared, knowinjr or having the means of knov\'ing that such capital is impaired, shall be jointly and severally liable, in an action on this statute, for all losses resulting from said declaration of dividend, and be guilty of a misdemeanor. See i 1931, note. § 1933. When the capital stock of any specially chartered corporation, whose stock has been fully paid in shall have become impaired, it may reduce it, and the par value of its shares, to such amount as sliall be justified by its assets; but no part of its assets shall be distributed to its stockhold- ers before such reduction, and no reduction shall be made except upon the vote of the stockholders, approved by at least two-thirds of the board of directors, and certified under the corporate seal by the secretaiT. a copy of which shall be filed in the ofl3ce of the secre- tary of the State. Capital, Low reduced or increased. §§ 1954, 1955. § 1934. The directors, after such reduction of oapual, may require each shareholder to return his old certificate, and in lieu thereof may issue a new certificate certi- fying the number of shares to which he is entitled under the reduction, and such com- pany after such reduction may increase its capital stock to any amount not exceeding the amount authorized in its charter. See § 1933. § 1935. Any corporation organized after May 31, ISSfi, under general or special law, may, by its board of directors, distribute to the persons employed in its service, or to any of them, such portion of tlie profits of the business of the corporation as the board of directors may deem just and proper. See § 1931 and cross-references. § 1930. Any cori^oration organized on or prior to May 31, 1SS6, may give to its boai'd of directors the power to distribute to the persons employed in its service, or to any of them, such portion of the profits of the busi- ness of the corporation as said board may deem just and proper; provided, such power is given by a major vote of all the share- holders, at a meeting warned for the pur- pose. § 1937. The president and secretary of every coi-poration. having a capital stock and not required by law to make other annual returns of a similar character to some State officer, sliall annually, on or before the fifteenth day of February or of August lodge with the town clerk of the town in which said corporation is located a certifi- cate, signed and sworn to by them, showing the condition of its affairs as nearly as the same can be ascertained, on the first day of December or January or on the first day of June or July next preceding the time of mak- ing such certificate, in the following par- ticulars, to- wit: the amount of capital stock actually paid in. showing the amount paid in in cash and in other property, separately; the cash value of its real estate; the name, residence, and number of shares of each stockholder; the amount of its debts; the cash value of its personal estate; and the cash value of its credits; wliicli certificate the town clerk shall record at length in a book to be kept by him for that purpose. Corporate officers and their duties. § 190G and cross-references. See following sections. [Above statute is penal, and the liability Imposed by following sections is in nature of pe'naitv and not of a debt. Mitchell v. Ilotclikiss, 48 Conn. 9.] § 1938. Any president or secretary of such a corporation, who shall intentionally neg- lect, or refuse to comply with the provisions of the preceding section, shall be liable for all the debts of said coi^poration contracted during the period of such neglect. But no action for any liability so incurred shall be brought except within three years after the debt contracted shall become due and pay- able. See § 193 (. § 1939. The secretary and every person having charge of the stoclc boolcs of every conioration shall give upon the application of any person claiming to be, or to be the attorney of, a creditor of any stockholder, in- formation as to the names of the stockhold- ers and number of shares owned by them respectively; and any secretaiy refusing to give sucli information shall forfeit one hun- dred dollars to him who shall prosecute therefor. See § 1937. § 1940. Corporations required to make re- ports to the general assembly, shall make them during the first Aveek of each regular session. § 1941. No bank, savings bank, insurance comiiany. or trust company, heretofore in- corporated, shall change its location from one town to another, except by act of the general assembly. See § 1957. § 1942. The superior court in the county in which any corporation, organized under the laws of this State, has its princijial place of business, may, as a court of equity, on the 18 COXNECTICUT. Dissolution; joint-stock corporations — Stat., §§ 1943-1944. application of any of its stockholders, wind up its affairs and dissolve it. if said court shall find that said corporation has voted to wind up its affairs, or al>andoned tlie busi- ness for which it was organized, and has thereafter neglected within a reasonable time or in a in-opor manner to wind up its affairs and distribute its effects among its stockliolders; and for this purpose may, if it deem it necessaiy, appoint one or more re- ceivers of the estate of said corporation, and limit a time for its creditors to present their claims to such receivers, and direct pulilic notice thereof to be given; and all claims not presented within such time shall be barred. Said receivers shall allow all just claims against said corporation, collect its debts, sell its property, and convert the same into money, and report their doings to said court as it may direct. Said court may, on com- plaint of any person aggrieved by such doings, grant such relief as the nature of the case may require; and it may make such orders as to the doings of the receivers, their compensation, and other expenses, and as to the payment of debts and distribution of the effects' of said corporation, as may be just and conformable to law. Insolvent corporations. §§ 502, 506. Receivers of. §§ 1321, 1322. Winding up corporations. §§ 10G5-1967. See § 1943. [Corporation may be dissolved by a surrender of record, but the surrender must be accepted by the State. Bridge Co. v. River Co., 7 Conn. 45. The neglect of a corporation to perform some duty required bv their charter, although sufficient to produce a forfeiture of corporate rights, cannot be taken advantage of collnterally before such for- feiture is judicially determined. Pearce v. Olney, 20 Conn. 557: Kellogg v. Union Co., 12 id. 20; Bridtre Co. v. River Co., 7 id. 46. Joint-stock association docs not become extinct bv the resignation of all its officers, and an omis- sion to elect others, and a transfer of all the capital stock to a single Individual. Evarts v. Manuf. Co., 20 Conn. 458. Where a power is reserved in the charter or by statute to repeal charter at pleasure, legislature can repeal it summarily and at discretion, aijd courts cannot review such action, unless the principles of natural justice have been dearly violated. Lothrop v. Stedman, 42 Conn. 590. Such a itpeal does not impair the obligation of any pre-existing contract of the corporation. Td. Above section applied. Links v. Banking Co., 66 Conn. 277; s. c, 33 Atl. Rep. 1003; In re Waddell- Entz. Co., 67 Conn. ,S24; s. c, 35 Atl. Rep. 257. Dissolution of corporation by forfeiture can be effected only after an opportunity for a hearing on proper proceedings. Bank v. Bank, 36 Conn. 334; 8. c, 14 Wall. 383. No dissolution otherwise than by repeal of char- ter or a judicial decree can affect the rights of its creditors. Id. A court of equity cannot wind up or dissolve a corporation, unless specially authorized by statute. Harden v. Newton, 14 Blatchf. (U. S.) 378. Suit in equity to wind up a corporation will not be barred because a previous suit of the same character, and setting up similar grounds, has been heard on the merits and dismissed. Neville v. Carriage Co., 47 Conn. 172. A corporation abandoned its business because it had been thrown into bankruptcy. Held, that such abandonment. folk)wed by long neglect to wind up Its affairs, brought the case within this section. Hart V. R. R. Co., 40 Conn. 540.] § 1943. When the stockholders of any cor- poration constituted under the laws of this State, shall have voted to discontinue its business and distribute its capital stock among its stoclcliolders; it may appl.v to the superior covn't in tlie county wliere it is located, or to any judge of said court in vacation, for an order limiting a time for tlie creditors of said corporation to present their claims against it to its directors, and said court or judge may make sucli order, limiting not less than two months from its date, and shall prescribe tlie notice that shall be given thereof to said creditors; and all claims not presented in pursuance of said order sliall be barred of a recovery. And any claim presented, wliicli shall be rejected by the directors, shall be barred unless tlie owner thereof shall commence an action to enforce the same within four months after he shall receive written notice of its rejec- tion. See § 1942 and cross-references. CHAPTER CXX. Joint-Stock Corporations. Sec. 1944. Organization, name, etc. 1945. First and subsequent meetings, how called. 1946. Organization of first meeting, by-laws, etc. 1947. Stock must all be subscribed for and twenty per cent, paid in before busi- ness can be commenced. 1948. Articles of association to be published and filed ■with secretary of the State. 1949. Change of name, how secured. 1950. Appointment of directors, management, secretary, treasurer, etc. 1951. Change of business, when allowed. 1952. May hold property needed for its busi- ness. 1953. Books must be kept In town where cor- poration is located. 1954. Capital, how reduced or Increased, and liability of stockholders. 1955. Twenty per cent, of amount added must be paid in. 1956. Annual report, character of and time of making. 1957. Removal to another town. 1958. Declaration of dividend by Insolvent corporation. 1959. Negligent officers. 1960. Transfer of stock and Hen of corpora- tion on same. 1961. Stock may be sold by corporation hav- ing lien on same. 1962. New certificates to be Issued to pur- chaser. 1963. Equity in stock pledged may be held by corporation. 1964. Disposition of uncalled for dividends. 19G5. Winding up affairs of corporation, and limitation of claims against. 1966. Superior court may order sale of prop- erty of such corporations. 1967. Petition for dissolution upon failure to file statement of condition. 1968. Fee for recording certificates. § 1944. Any three or more persons who shall associate by written articles which shall express their agreement to constitute a corporation, the name by which it sliall be known, the purpose for which it is con- COXIs^ECTICUT. 19 Joint-stock corporations; consolidated corporations — Stat., §§ 1945-1 94G. stituted, the town in this State in which it is to be located, the amount of its capital stock, and the nnniher of shares each person is to take, which shares sliall eacli be of the par value of one hundred dollars, fifty dollars, or twenty-five dollars, as may be prescribed in said articles, under any name commenc- ing with " The " and endinsr with " com- pany " or " corpoi'ation," which name is not then in use by any existing corporation in this State, for the i)ur])ose of carrying on any lawful business in this State, and out of this State, wliatever lawful business may be in- cidental to the business within it. such busi- ness not to be either trust, insurance, buying and selling real estate, banking, or trading in bonds, notes, or other evidences of in- debtedness, or trafficking in letters patent or patent rights, sliall. when so associated, and when a certificate shall have been filed with tlie secretary of state as hereinafter pro- vided, become and remain a joint-stock cor- poration und( r this chapter; and corporations may in like manner be formed under this chai)ter for the purpose of carrying on, out of tills State, any lawful business not hei'ein forbidden; provided, that in such case the secretary and treasurer and a majoiity of the directors shall always be residents of this State. Certified copy of certificate evitlonce. § 1000. Usurpation of franchises. §§ 1300-1302. Corporate name. § 1905. Change of. § 1949. Changing pur- pose of corporation. § 1951. Capital, how reduced or increased. § 1954. Removal of place of busi- ness. §§ 1941, 1957. Articles to be published. § 1948. See act of 1893, validating certain irregu- larities and omissions, at p. 31. [Existence of charter may be presumed from long-continued acts. Green v. Dennis, 6 Conn. 302. No legal difliculty in the way of creating single corporation by concurrent action of two or more States; nor of creating new corporation out of two or more already existing, though one of them is a foreign one. Bishop v. Brainerd, 28 Conn. 299. As to by-laws of the new corporation, see Lane v. Krainerd. 30 Conn. 576. Corporation organized to take a man's property and pay his debts. Waterman's Appeal, 26 Conn. 108. Prior to act of 1876, nothing fraudulent in adop- tion for joint-stoclc corporation of names of some of its stockholders, arranged as in a partnership. Holmes et al. v. Holmes, etc., Co., .37 Conn. 296. Such name does not import that corporation will enjoy the services of such stockholders. Id. But being adopted by consent of such stockholders, they are estopped from forbidding its use by the corporation, and from giving the same or similar names to a rival corporation. Id. Above section construed. Canfield v. Gregory, 66 Conn. 23: s. c. 33 Atl. Rep. 536. In a suit between a private corporation and an Individual, cliarter is to be construed by same rules as any other instrument, the question being as to intent of legislature, to be collected from the whole instnnnent. Kellogg v. Union Co., 12 Conn. 18. • Irregularity in organization; stockholders liable as partners. Bank v. Palmer. 47 Conn. 447. Proof tl'.at company existed de facto is suIHcient on information for burning building with intent to defraud insurance company. State v. Byrne, 45 Conn. 280. One having assisted In organizing and carrving on affairs of a corporation is estopped from d'env- ing the corporate existence. Bldg. As-sn. v. Ford, 27 Conn. 289; Same v. Uice, id. 293. And a stranger, who has purchased an equity of re- demption of a mortgage from such person, is equally estopped. Bank v. Collins, 27 Conn. 14.5. \\ here a special charter is followed by general legislation on same subject, which does not in t( rms, or by necessary construction repeal the particular grrnt, the two are deemed to stand together; one as the general law of the land, the other as the law of the partirnlar cas". R. R. Co r.'-.. n™'^'*'''" ^'•'•- ^5 Conn. 411; s. c, 32 Atl. Rep 9o.i.] [Consolidated eorporntions.— Consolidation does not necessarily extinguish original corpora- tions for all purpo-ses. Bishop v. Brainerd ^'8 Conn. 298. .Aferger of corporations. See Piatt v. i;. r *-oo' .^".J.'""°- ^'^'^' Society, etc. v. New London, 23 id. 195. Consolidated corporation may borrow, on mort- gage, to pay off mortgage bonds, previously issued by either original corporation. Mead v. R. R Co 4o Conn. 222. Act of legislature expressly recognizing existence of new consolidated corporation operated as a full ratihcation of the consolidation. Id.] § 194.''). Any two of the persons associated may call the fir.st meeting of the corporation at such time and place as they may appoint by notice in any newsiiaper published in the county in which such corporation is to be established, at least fifteen days before the time appointed; but said notice mav be waived by a writing signed by all the' sub- scribers to the capital stock, specifying the time and place for said meeting, 'and re- corded at length upon the records of the cor- poration. A written or printed notice of each subsecjuent meeting of such corporation, specifying the place, day, and hour of such meeting, shall be given by the president or secretary to each stockholder, by leaving it with hiin. or at his residence or usual place of business, or by depositing it in some post- office for transmission by mail, postage paid, addressed to him at his last known place of residence, at least five days before said meeting. Corporation must organize within two years. § 1910. Special meeting, how called. § 1919. [Proceedings of meeting are void unless all mem- bers are notified of such meeting. Stowe v. Wise, 7 Conn. 219. Above section makes it the imperative duty of president or secretary to give the prescribed no- tice whenever it is properlj' required. Ba.-isett v. Atwater, 65 Conn. 355; s. c, 32 Atl. Rep. <«7. Each corporation may determine for itself under what circumstances a special meeting shall he held, and if. a by-law which gives to the holders of a certain proportion of the stock the right to demand such meeting, is duly complied with, it thereupon becomes the legal duty of the president or secretary to issue the notice or call for the meeting, and this duty, in case of neglect or re- fusal, is enforclble by mandamus. Id.] § 1946. At the first meeting, including ad- journments thereof, an organization shall be effected by the choice by ballot of a tem- porary clerk, and by the election by ballot of three or more directors, who are sub- scribers for the stock; and by-laws for the regulation of the affairs of the corporation 20 COisiSEOTiCUT. Articles to be published; change of name; directors — Stat., §§ 1947-1950. may be adopted. At any subsequent meet- ing of the stockholders specially called for that purpose, by-laws may be adopted, or the by-laws previously adopted may be altered or repealed. By-laws. § 1906(5). [One having acted as director of corporation is deemed to liave waived ali objections to the reffularity of bis subscription. Lane v. Rrainard, 30 Conu. 577. And all conditions to a subscription. Id. Above section construed. Cnnfield v. Gregory, CG Cuun. 23; s. c, 33 Atl. Rep. 536.] § 1947. No association of persons, under this chapter, hereafter organized, shall com- mence business until all its capital stock shall be subscribed for by bona fide sub- scribers, and at least twenty per cent, thereof paid for in cash, nor until the re- quirements of the succeeding section shall have been complied with; and in case any portion of the balance of said stock shall be paid for in property, real or personal, such property shall be estimated for such purpose at the actual value thereof. [Certificate of commissioners conclusive upon subscribers as to validity of subscriptions. Bank V. Church, 29 Conn. 148. "Commissioners appointed by general assembly to receive subscriptions to stocii of bridge company, and to proceed to or- ganize " whenever the stock necessary for the construction of the bridge " was subscribed. Held, that their determination as to what amount was •' necessary " was conclusive upon the courts. Bridge Co. v. Westport, 39 Conn. .348. Comniis- 1 sioners appointed to receive subscriptions to capi- tal of proposed corporation may leave subscription books in charge of an agent. Bridge Co. v. West- port. 39 Conn. 340. Commissioners functi officio. State v. Bull, 16 Conn. 190. Effect of subscription paper cannot be con- trolled by evidence of parol agreement. Turnpike Co. V. Thorp, 13 Conn. 182. Defendant having, without objection, acted as stockholder at meetings of corporation, held, that formal assignment to him of his shares was un- necessary. R. R. Co. V. AVilson, 22 Conn. 4.")3. Whether capital stock of joint-stock corporation may not be paid in, not in cash, but in propertv necessary for their business, quaere. Brown v. Illir.ois, 27 Conn. 91. Power of attorney to subscribe for stock, author- izes what. Bank v. Church. 29 Conn. l.")l. Defendant induced to subscribe to stock of fraud- ulently-organized bank by false representations that he would not have to pay for it. Held, to be no defense, and that, by his "participation in get- ting up the bank, he is estopped to deny its ex- istence. Bank v. Church, 29 Conn. 150. But see Bank v. Peck. id. 38.5. Stock may be paid for in notes of a third party. Stoddard v. Foundry Co., 34 Conn. 545. Stipulation in charter that companv might be or- ganized when one-fifth of capital s"hould be sub- scribed. Held, that such stipulation authorized commeneement of work without attempting to raise balance of capital. R. R. Co. v. (Jhapman, 38 Conn. 65. Subscription, part of which to be paid in labor and material, sustained. R. R. Co. v. Brush 43 Conn. 95. Above section applied. Canfield v. Gregory, 66 Conn. 23; s. c, 33 Atl. Rep. 536.] " § 1948. The directors shall cause the ar- ticles of association to be published rivileges of said corporation, and may reorganize the same under the direction of said coiu't. Insolvent corpor.itions. §§ 502. .50G. Koooivors of. §§ 1321, 1322. Winding up. §§ 1942, 1943. [Proferenco to directors by insolvent corporation. good in the absence of fraud. Smith v. Skeary, 47 Conn. 54. Necessary allegations of petition. Neville v. Carriage Co., 47 Conn. 1G7. Above sec- tion construed. Links v. Banking Co., G6 Conn. 277; s. c, 33 Atl. Hep. 1003.] § 1966. Whenever any joint-stock corpora- tion shall vote to wind up its affairs and dis- pose of its property, the superior court in the county where such corporation is located may order the propertj" to be sold at public auction upon the petition of the owners of one-sixth of its stock, and notice of such public sale shall be given in such manner as said court shall order. See'§ 19G5. [Corporation having sold out its property and franchise, remained in existence for the purpose of suing for the recovery of the purchase price. Bridge Co. v. West Port, 39 Conn. 350.] § 1967. When any joint-stock corporation shall have failed for two successive years to malce the annual statement required by this chapter, or any act in amendment thereof, it shall be the duty of the attorney for the State in the county where such corporation is located, upon the request of any stock- holder or creditor, or upon his own motion, whenever he shall be of opinion that the public good requires such action, to apply to the superior court in said county for a dis- solution thereof, which coiu-t, after due no- tice to all parties interested, may proceed to hear the matter, and for reasonable cause decree a dissolution of the corporation, and proceed in tlie manner pi'ovided in section 1965. But if it shall appear upon the hearing that the corporation is solvent, the court may limit a time within which such corporation shall file a statement of its condition, as pre- scribed by this chapter, and said order hav- ing been complied with, the court may dismiss such application and tax the costs thereof against such corporation. [Forfeiture of franchise by non-user: waiver by legislature. Bridge Co. v. River Co., 7 Conn. 43.] § 1968. Every joint-stock corporation shall pay to the secretary of the State, for tlie use of "the State, the sum of one dollar for filing and recording each of the several certificates required by this chapter. TITLE I.. LANDS. CHAPTER CLXXVI. Land Title. Sec. 2955. Deeds to or by corporations, how wit- nessed. § 2955. Conveyances of real estate made to or by any cori^oration may be attested by witnesses interested therein, and may be acknoAvledged before properly authorized persons who are so interested. See § 1906 (1). [See Foundry v. Dart, 2G Conn. 37G.] COX ^"^CTICUT. 25 Taxation — Stat., §§ 3832-3839. TITLE liXXVI. TAXATION. CHAPTER CCXLI. Assessment of Taxes. Sec. 3S32. Property of corporations, how assessed. 3833. Real estate of corporations, how as- sessed. 3S.34. Where taxed. 3836. Shares of stoclj of certain corporations, where taxed. 3837. Cashiers or secretaries of corporations, returns by. 3838. Same; return of property held as se- curity. 3839. Evasive transfer of stock, penalty for. 3840. Stockholders giving untrue residence, penalty. § 3832. The whole property of evei-y cor- poration in tliis State, whose stock iis not by law liable to taxation, and whicli is not re- quired to pay a direct tax to the State in lieu of other taxes, and whose property is not by law expressly exempt from taxation, shall be set in its list and liable to taxation in the same manner as the property of in- dividuals. Taxation of franchises. Act of 1889, see p. 27. Tax on investment companies. Act of 1889; see p. 28. [Corporation existing under a special charter can- not acquire an immunity from taxation by pre- scription. Toll Rridge Co. v. Osborn, 35 Conn. 21. Bank stock, where taxable. Bank v. Xew Lon- don. 20 Conn. 111. See Osborn v. R. R. Co., 40 Id. 498.] § 3833. Real estate owned by any corpora- tion not required for the transaction of its approjiriate business, shall he taxable as provided in the preceding section, unless the same shall be specially exempted by law. [Property of a corporation whose name had been duly changed was listed for taxation to it under its former name, in which name the legal title stood upon the land records. Held, that such course was proper. Hartford v. Seminary, 66 Conn. 475; s. c, .'54 Atl. Rep. 483.] § 3834. The real estate of any such corpo- ration shall be set in the list of the town in which it is situated, and the personal estate shall be set in the list of the town in which it has its principal place of business, or ex- ercises its corporate powers; and when it shall have two or more establishments for transacting its business in different towns, school districts, or other municipal divisions, it shall be assessed and taxed for every such establishment, and for the personal property attached thereto, or connected therewith, in the town, school district, or other municipal division having tlie power of taxation in which such establisliment is; and the stoclv- holders of any corporation, the whole prop- erty of which is assessed and taxed in its name, shall be exempt from assessment or taxation for their stoclc therein. [A foreign corporation owning real estate and transacting business in this State, is not a resi- dent of the town where such real estate lies, within meaning of statutes as to taxation. Jone.s V. Bridgeport, 36 Conn. 286.] § 3S3G. (As amended June 29, 1889.) Sliares of the capital stoclc of any banlc. national banlcing association, trust, insurance, invest- ment, turnpike, bridge, or plank-road com- pany, oAvned by any resident in this State, shall be set in his list, at its market value in tlie town in Avliicli lie may reside; but so much of the capital stock of any such com- pany as may be invested in real estate, on which it is assessed and pays a tax, shall be deducted from the market value of its stock, in its returns to the assessors. See Act of 1889, at p. 35. [The sum to be deducted, upon each share, in the tax-list of a shareholder, should bear the same proportion to the market value that the entire investment in taxable real estate bears to the entire surplus of assets above liabilities. Batter- son V. Hartford, 50 Conn. 559.] § 3837. The cashiers or secretaries of all corporations, whose stock is Ikible to taxa- tion, shall, on or before the twelfth day of October, annually, inform the assessors of each town of the names of the stockliolders residing therein, and tlie amount of stock owned by each, as exhibited by the books of said eorporations. on tlie first day of said Oc- tober, so far as the residence of such stock- holders sliall be known to such cashiers or secretaries, and its market value during the month of September next preceding; and any such cashier or secretary, who sliall neglect to furnish such information to the assessors of any town where said stock is liable to be taxed, shall forfeit fifty dollars to such town; but putting a letter into the post- office containing such information, postage paid, addressed to the assessors of any town where such owner resides, sliall be a com- pliance with the provisions of this section. § 3&38. (As amended March 17, 1897.) The cashier of each bank and national banking association, the treasurer of each savings bank, and the secretary of each corporation incorporated by the laws of this State, shall, upon the request of the as- sessors of any town, or of any city, or any borough, inform tliem of the name of any person therein who owns stock or lx)nds held by such corporation as collateral security for any indebtetlness or liability, and the amount and description of such stock or bonds; and any such cashier, treasurer or secretarv, who shall neglect to furnish such information to the assessors of any town, where said stock or bonds are liable to be taxtMl, shall forfeit one hundred dollars to said town, or to said citj', or to said borough, as the case may be. § 3839. The owner of any share of the capital stock of any corporation, who shall transfer sucli share to another, with the intent of evading the provisions of this title, shall forfeit to the town in whicli he resides 26 COI^KECTICUT. Taxation — Stat., §§ 3SiO, 3916, 3917, 3932, 3942. one per cent, of the value of the stock so transferred. § 3840. When any owner or holder of any stock in an.v corporation, liable to taxation, sliall represent, or cause to be represented, to its cnsliler or secretary that he is a resi- dent of any otlier town tluni tliat in which lie actually resides, and thereby causes said cashier or secretary to give information, as aforesaid, to the assessors of such other town, sucli assessors shall return the same to the comptroller -witliin thirty days there- after, and sliall certify in sucli return tliat no such person is known to reside in said town; and the comptroller sliall thereupon notify said cashier or secretary of the in- formation piven him by said assessors; and sucli stoekiiolders shall forfeit to the St^ite one per cent, of the value of such stock; and said cashier or secretary shall thereupon pay said forfeiture to the treasurer; and such corporation shall have a lien upon such stock for the amount so paid. CHAPTER CCXLIV. Special Taxes on Corporations. Sec. 3916. Stock of non-residents in other corpora- tions, how taxed. 3917. Coriiorations to have lien for tax paid on stock of non-residents. 3932. Penalty for failure to make returns. 3942. Suits for taxes and penalty not barred, when. § 3916. (As amended :May 13, 1897.) The cashier or secretary of each corporation whose stock is liable to taxation, and not otherwise taxed by the provisimis of tliis title, shall on the first day of October, an- nually, or witliin ten days tliereafter. de- liver to the comptroller a sworn list of all its stockholders, residing without this State on said day. and the number and market value of the shares of stock therein, then belong- ing to each; and sliall on or before the twentieth day of October, annually, pay to tlie State one and one-half per cent, of such value; and if any sucli casliier or secretary sliail neji'lect to comply with the provisions of lliis section he shall forfeit to the State one huiKlred dollars, in addition to said one and one-half per cent, so required to be paid. [By an net of June 6, 1893, above section does not apply to stock in investment companies.] § 3917. The corporations, mentioned in the two preceding sections, shall have a lien ui)on tlio stoclc of each non-resident stock- liolder, from the reimbursement of tlie sums so required to be paid by tliem, to the extent of one per cent, of the value of his stock as contained in said list. § 3932. Every person who shall fail to re- turn to the comptroller, as prescribed in any of the preceding sections of this cliapter, any statement required to be returned, shall for- feit five hundred dollars to the State; and every person or corporation, required by any section of this chapter to make any payment to the State, who shall fail to make it within the time therein limited, shall forfeit to the State twice the amount required for such payment. § 3942. No action, commenced by the State against any person or corporation for the recovery of any sum, in tlie nature of a ta;x, which he or it is required to pay by the pro- visions of this chapter, or for the recovery of the penalty for the non-payment thereof, shall be barred or defeated by reason of the omission or failure of the board of equaliza- tion to perform the duties required of them by this chapter. LEGISLATIVE ACTS RELATING TO CORPORATIONS ENACTED SUBSEQUENTLY TO 1888. 1. Authorizing executors, trustees, and others to subscribe for shares of increased capital stock. 2. Concerning discovery by parties in civil ac tloa^ 3. Concerning ex parte Injunctions against stock- holders. 4. Concerning trust estates. 5. Concerning borrowing of corporate funds of manufacturing corporations by officers or directors. G. In relation to taxation of franchises of certain corporations. 7. Imposing a tax on Investment companies. 8. Authorizing the issue of preferred stock. 9. Conceniing the manufacture and sale of elec- tricity. 10. Validating certain omissions and Irregularities. 11. Concerning the dissolution of corporations. 12. Concerning receivers. 13. Enabling corporations to purchase stock of other corporations. 14. Concerning service of process on foreign cor- porations l."). For tlie preservation of health of employes. 16. Concerning the winding up of afl'airs of corpo- ration'?. 17. Creating a board of arbitration and mediation. 18. Concerning sei'vice of process on foreign cor- porations. 19. Validating certain omissions and irregularities. 20. Concerning blacklisting. 21. Kelating to assessment of taxes. 22. Concerning fees for creating coi"porations. 23. Conceniing service of piocess on corporations. 24. Validating certain irregularities. 25. Concerning claims for labor against corpora- tions. Act 1. AN ACT concerning the powers of executors, trustees, and others. Be it enacted by the Senate and House of Representatives in general assembly con- vened: Section 1. "Wlienever any executor, ad- ministrator, trustee, conservator, or guardian holds shares of the stock of any corporation as assets of tlie estate in iiis cliarge, and CONNECTICUT. 27 Miscellaneous acts of 1889. tlicro Khali be an increase of the capital stock of any such corporation, such executor, administrator, trustee, conservator, or guardian may, with the consent of the pro- bate court havinf? jurisdiction of such estate, subscribe for and take the shares of the in- creased capital stock to -wliich such estate may be entitled, or may sell and transfer to others the rij?bt to subscribe for such shares. (Approved March 14, 1889.) Increase of capital stock. Statutes, §§ 1954, 1955. Act 2. AN ACT concerning discovery by parties in civil actions. Be it enacted by the Senate and House of Representatives in general assembly con- vened: Section 1. In any civil action in the superior court, court of common pleas, dis- trict court, or city court, the plaintiff at any time after enti-y of action, and the defendant at any time after ansv\'er, may file a motion praying for a disclosure of facts, or pro- duction of papers, books, or documents ma- terial to the support or defense of the suit, "Within the knowledge, possession, or power of tlie adverse party, and such facts, papers, books, or documents, being disclosed or pro- duced, may be given in evidence by the party filing such motion. § 3. If the party to an action is a corpora- tion, the opposite party may examine the president, treasurer, secretary, clerk, or any director or other officer thereof, in the same manner as if he were a partv to the suit. (Approved March 20, 1SS9.) Act 3. AN ACT concerning ex parte injunctions against stockholders of coiiiorations. Be it enacted by the Senate and House of Representatives in general assembly con- vened: No ex parte injunction shall be granted within ten days of the day for a stockholders' meeting of any private corporation, to re- strain voting upon any shares of stock in such corporation, excepting that injunctions may be granted upon proper bond, as now required by law, to restrain votiiag upon such shares upon any matters excepting the or- ganization of the meeting and its adjourn- ment. (Approved March 20, 1889.) Method of voting. Statutes, §§ 1925-1927. Act 4. AN ACT conceraing trust estates. Be it enacted by the Senate and House of Representatives in general assembly con- vened: Section 1. When any executor, administra- tor, or trustee holds or shall hold shares of stock in a private corporation, whose use or income belongs to one or more persons, and in which there is a remainder interest in another person or persons, all stock divi- dends made by such corporation shall be- long to the trust fund, and shall not be deemed to be included in such use or income, unless the corporation making the stock dividend shall exjiressly declare the same to be divided from undivided earnings made since the formation of the trust. § 2. The right to suliscribe for now stock in any private corporation held by any such executor, administrator, or trustee, as afore- said, shall belong to the fund, and shall not be deemed to be a part of the use and income of the stock. § 3. This act shall not apply to such ex- press trusts as explicitly require that such stock dividends and such yights to sul)scribe be treated as part of the income of the stock. (Approved ISIarch 29, 1889.) See Statutes, § 1931, and cross-references. Act 5. AN ACT relating to private corporations. Be it enacted by the Senate and House of Representatives in general assembly con- vened: No officer or director of any manufactur- ing corporation shall borrow any of the funds of the corporation, or use the same for any purpose other than the business of the cor- poration, without paying interest to such corporation for the use of such money and without a majority vote of all the directors of such corporation, and without furnish- ing adequate collateral or other securitj' for such loan. (Approved June 11, 1889.) See Statutes, § 190G (4), and cross-references. Act 6. AN ACT in relation to the taxation of the franchises of certain corporations. Be it enacted by the Senate and House of Representatives in general assembly con- vened: Section 1. Every business corporation, having a special charter from the general assembly of this State, and authorized to do and perform its principal business outside the limits of this State, and having a capital stock divided into sliares, which shall here- after receive authority from the general assembly to increase its capital stock, shall within six months after such authority has been given and before it shall have increased its capital stock, either in fiill or in part as thus authorized, i>ay to the treasurer of this State not li>ss tliau one Inindred dollars, and not more tlian five thousand dollars, as the same may be assessed and determined by the State" board of equalization, upon the 28 C01\KECTICUT. Tax on investment companies — Act of 1889. basis of the full amount of increase of capi- tal thus authorized. § 2. No certified copy of any amendments to the charter of such business corporation shall be issued by the secret.ary of state until the payment required by section one of this act has been duly made. § 3. The provisions of this act shall apply to any such business corporation which has received authority to increase its capital at this session of the general assembly. § 4. Section 1914 of the general statutes is hereby repealed. (Approved June 11, 1SS9.) Taxation of corporate property. See Statutes, §§ 3832 et seq. Act 7. AN ACT imposing a tax on investment companies. Be it enacted by the Senate and House of Representatives in general assembly con- vened: Section 1. Section thirty-eight hundred and thirty-six of the general statutes is hereby amended by inserting after the word " insurance," in the second line thereof, the word ■' investment." so that said section as amended shall read as follows: Shares of the capital stoclc of any banlc, national banking association, trust, insurance, invest- ment, turnpilve, bridge, or plank-road com- pany, owned by any resident in this State, shall be set in his list, at its market value in the town in which he may reside; but so much of the capital of any such company as may be invested in real estate, on which it is assessed and pays a tax, shall be de- ducted from the market value of its stock, in its returns to the assessors. § 2. The term investment company as used in this act shall include all corpora- tions described in section eighteen hundred and fifty-tliree of the general statutes. § 3. AH debentures or other choses in ac- tion hitherto issued by any such investment company shall continue to be taxable or non- taxable according to the law at the time when same were issued, xmless the same shall be made exempt from taxation as here- inafter provided; but all debentures or other choses in action hei'eafter issued by any such company shall be taxable in the hands of the holder, any provision in the charter of the company to the contrary notwithstand- ing, imless the same ai"e made exempt from taxation as hereinafter provided; and no such company shall hereafter issue any of its own debentures which purport upon their face to be non-taxable unless they are made so under the provision of this act. § 4. No corporation organized under any special or general law of this or any other State or territory shall by its agents or other- wise engage or aid in any manner in this State in selling or negotiating any choses in action made, issued, or guaranteed by any person or investment company chartered by or organized under the laws of this or any other State or territory and payment of wliich is secured by mortgages on real estate situated in any otlier State or territory, or secured by pledges of such mortgages, until it has procured from the State treasurer a certificate of authority so to act. Such cer- tificates shall contain the names of the per- sons who are to be authorized to act in this State as the agents of said corporation, and shall continue in force for one year and shall authorize the persons named therein to sell or negotiate such choses in action, pay- ment of whicli is secured by mortgage on real estate situated in any other State or territory, or secured by a pledge of such mortgages, or both, during said period of one year; Provided, however. That no such certificate shall be so issued to any such cor- poration whose stock is not taxed under the laws of this State until such corporation shall have executed and filed with the treas- urer of the State, a bond with satisfactoi^y surety in a sum of not less than five hundred dollars nor more than five thousand dollars, as said treasurer shall decide and approve, conditioned that said corporation shall make the returns and pay the taxes required by the provisions of this act. § 5. The treasurer, or if there be no treas- urer then tlie secretary, of every corpora- tion, unless its stock is taxed under the laws of this State, which shall be authorized to tran.sact such business as provided in the preceding section, shall annually, within the first ten daj's of January, make a return to the comptroller of the State, under oath, showing the aggregate amount of all such choses in action as defined in section four of this act sold or negotiated by such corpo- ration in this State during the year pre- ceding the first day of January, and which were secured by mortgages on real estate situated in any other State or territory, or secured by pledges of such mortgages, and the amount of said bonds which before said sale or negotiation had been made exempt from taxation under the provisions of this act. And every such corporation shall an- nually, on or before the twentieth day of January, pay to the State a sum equal to one per centum on the aggregate amount of all such choses in action so sold or negotiated in tliis State during said year preceding the first day of January, deducting therefrom the amount of said bonds which before the sale thereof by said corporation had been made exempt from taxation imder the pro- visions of this act. And said sum wlien so paid sliall be in lieu of all other taxes in this State on the personal property of said coi'poration wliich is used exclusively in its said business in tliis State. § 0. Every person wlio is or may be here- after engaged in the business of selling or negotiating choses in action, made, issued. C;0N]^;ECTICUT. 29 Tax ou investment companies — Act of 1889. or guaranteed by any person or investment company chartered by or organized under the laws of this or any other State or ter- ritory, and payment of which is secured l)y mortgages on real estate situated in any otlier Stxite or territory, or secured by pledges of such mortgages, shall be deemed an investment brolver. § 7. No person shall act as an investment broker, until he has procured from the State treasurer a certificate of authority so to act, unless he Is named in a certificate procured by a corporation under the provisions of section four of this act, and acts solely in his business as an officer or agent of said corporation. Sach certificate shall be in sub- stantially the same foi*m, and continue for a similar period of time, as provided in said section four for certificates for the agents of corporations; but no such certificate shall be so issued until such broker shall have executed and filed witli the treasurer of the State a bond with satisfactory suretj' In the sum of not less than five hundred dol- lars nor more than five thousand dollars, as said treasurer shall decide and approve, con- ditioned that said broker shall make the re- turns and pay the taxes required by the provisions of this act. § 8. (As amended June 14, 1893.) Every such investment brolier shall annually, within tlie month of January, malce a return to the comptroller of the State, under oatli, showing the aggregate amount of all choses in action as defined in section six of this act, sold or negotiated by him in this State during the year preceding the first day of said January, and which were secured by mortgage on real estate situated in any other State or territoiy, or secured by pledges of such mortgages, and the amount of said bonds which before said sale or negotiation had been made exempt from taxation under the provisions of this act. And such broker shall annually, on or before the twentieth day of February, pay to the State a sum equal to one per centum on the aggregate amount of all such choses in action so sold or negotiated by him in this State during said j'ear preceding the first day of January, deducting therefrom the amount of said bonds which, before the sale thereof by said broker, had been made exempt from taxa- tion under tlie provisions of this act; but said broker shall not be required to include in his return, nor to i)ay any tiix upon, any such choses in action which during said year he has sold while acting as an officer or agent of any corporation which has com- plied with the provisions of sections four and five of this act. § 9. (As amended June 14, 1893.) Any person may take or send to the office of the treasurer of this State, any bond, note, or other chose in action, except bonds and notes secured by mortgage on real estate situated in this State, and may pay to the 13 State a tax of one per centum on the face amount thereof for five years, or at the op- tion of such person for a greater or less num- ber of years at tlie same rate, and the treasurer shall thereupon endorse upon said bond, note, or other cliose in action that the same is exempted from all taxation for the period of five years, or for such longer or shorter period as a proportionate tax tlierefor has been paid, which endorsement shall be duly dated and signed in the name and with the seal of the treasurer affixed. Said treasvu'er shall Iceep a record of such endorsements, with a description of such bonds, notes, or other choses in action, to- gether with the name and address of the party presenting the same, and date of reg- istration; and all bonds, notes, or other choses in action so endorsed shall be exempt from all taxation in this State during the period for which said tax is so paid; and the treasurer may, under such limitations and conditions as he may deem proper, au- thorize any person or corporation in any city or town in this State to receive the tax and make the endorsement provided for in this section; or any person may send to the office of the treasurer an attested copy of, or a description of, any bond, note, or other chose in action, except bonds and notes se- cured by mortgage on real estate situated in this State, in such form as the treasurer may prescribe, and may pay to the State treasurer a tax of one per centum on the face amount of any such bond, note, or chose in action, for five years, or at the option of such person for a greater or less number of years at the same rate; and the treasurer shall thereupon give such person paying such tax as aforesaid a receipt therefor de- scribing such bond, note, or other chose in action, in such manner as shall in his judg- ment best identify the same, and certifying that the tax thereon at the aforesaid rate has been paid to the State for one or more years, as the case may be; and the bond, note, or other chose in action in said re- ceipt described, shall thereupon become ex- empted from all taxation in this State for the period for which said tax has been paid as stated in said receipt, and tlie treasurer shall keep a record thereof as hereinbefore provided. § 10. Any investment broker, who without being first' authorized by the State treasurer as provided in this act shall sell or negotiate any such chose in action as is described in sections four and six, and which have not been previously made exempt from taxation as pi-ovided in section nine, shall be fined not more than two thousand dollars, or im- prisoned in the county jail not more than one year, or both. And the sale or attempt to sell by any such investment broker of every sinirle bond or other chose in action shall be a separate offense under this act. § 11. (As amended. June 14, 1893.) The board of equalization shall meet at the 30 co:n^]^ecticut. Preferred stock — Act of 1893. treasurer's oflSce at the capitol, annually, on the first secular day of February, at ten o'clock in the forenoon, to examine and cor- rect the returns and valuations required by the provisions of this act, and to hoar any party making such return in regard to such valuations; and said board maj' adjourn from time to time within eight days next succeed- ing the first day of said meeting; and if any person shall not make such return as pre- scribed, or shall make any erroneous return, said board shall, at said meeting hereinbe- fore fixed, or at some adjournment thereof as aforesaid, make out, upon the best infor- mation which they can obtain, tlie statement required to be made and returned by such person; and a true copy of such statement as corrected or made out by said board shall be returned to each respective corporation or person; and the valuation, amount, and numbers contained in such statement shall be final, and the sums required by the pro- visions of this act shall be paid according to it. § 12. Every person who shall fail to re- turn to the comptroller any statement re- quired to be returned, as prescribed in any of the preceding sections of this act, shall forfeit five hundred dollars to the State; and every corporation or person required by this act to malce any payment to tlie State, who shall fail to make it within the time herein- before limited, shall forfeit to the State twice the amount required for such paj'^- raent. § 13. It shall be the duty of the assessors in every town to require all persons giving in tax-lists to sign, date, and deliver to them a sworn statement upon said list of the following form: " I do hereby declare under oath that the foregoing list, according to the best of my knowledge, remembrance, and belief, is a true statement of all my property liable to taxation, and that I have included in said tax-list all bonds, notes, and other evidences of indebtedness, except such as are by stat- ute exempted from taxation or are endorsed by the State treasurer as not at present liable to taxation in Connecticut, and which are now owned by me or held by me in trust, or which I am required by law to put into my said tax-list; and also all bonds, notes, or other evidences of indebtoflness, and all shares of the capital stock of any corpora- tion, the stock of which is taxable, which I have transferred as collateral security to any corporation. I also declare under oath that I have not conveyed or temporarily disposed of any estate for the purpose of evading the laws relating to the assessment and collec- tion of taxes. Dated at this day of , IS ." Any person signing and de- livering to the as.sessors a false statement of the foregoing form, shall be guilty of the crime of perjury, and subject to the punish- ment by law provided for said crime. Any assessor falling to comply with the pro- visions of this section shall forfeit fifty dol- lars to any person suing therefor for each such act of neglect. § 14. Any provision of the law providing for different taxation or for an exemption from taxation and inconsistent herewith, whether contained in the general statutes or in the charter of any investment compnny incorporated by this State, is hereby re- pealed, and to that extent this act shall be an amendment to the charter of each of said companies; but it shall not be necessary for said companies, or any of them, to accept said amendment. (Approved June 22, 1889.) Act 8. AN ACT authorizing corporations to issue preferred stock. Be it enacted by the Senate and House of Representatives in general assembly con- vened: Section 1. Any corporation in this State, not engaged in the business of either trust, insurance, buying or selling real estate, or banking or trading in bonds, notes, or other evidences of indebtedness, which has by law power to increase its capital stock, may so increase it by the issueof preferred stock, which shall be entitled to dividends of an agreed amount before any dividends are de- clared upon the stock already issued; and such dividends, if not paid in any one year, may be paid out of the earnings of subse- quent years, if it be so provided in the vote authorizing such increase. § 2. No such issue of preferred stock shall be made unless authorized at a meeting of the stockholders duly warned for the pur- pose by a vote of stockholders holding not less than two-thirds of the stock of said corporation, and duly represented at such meeting; which vote shall determine the amount of preferred stock so to be issued, the number and value of the shares thereof, the dividends to be made thereon, and whether the same shall be cumulative or not. § 3. No certificates of such stock shall be issued until a majority of the directors shall have signed and swora to a certificate of the increase of such capital stock, and the number and value of such shares, and the amount of the dividend which the same are entitled to receive, and whether cumulative or not, which certificate shall be in addition to those now required by law in relation to the increase of capital stock, nor until such certficate shall have been filed in the office of the secretary of state, who shall cause the same to be recorded, and a duplicate thereof CONXECTICUT. 31 Miscellaneous acts of 1893 and 1895. shall have been filed for record in the town clerk's office of the town where said corpo- ration is located. § 4. Any joint-stock corporation, at the time it is organized, may provide for the issue of preferred stock in the articles of association, and tlie certificates of organiza- tion shall show the amount of preferred stock so issued; and any issue of preferred stock heretofoi-e made by any joint-stock cor- poration is hereby ratified' and confirmed. § 5. Any joint-stock corporation uniting with any other corporation may change the whole or any part of its stock into preferred stock by a two-thirds vote, as aforesaid, and increase its capital by the issue of common stock, upon filing the certificate thereof re- quired by law. (Approved ]May 5, 1893.) Act 9. AN ACT concerning the manufacture and sale of electricity. Be it enacted by the Senate and House of Representatives in general assembly con- vened: Section 1. No person or corporation unless acting under the authority of the general as- sembly of this State, shall, in any city or town of this State, manufacture for sale any electricity for purposes of ligliting or power; but this section shall not prevent such manu- facture for the purposes of the business, or for the use of the manufacturer, or for the sale thereof to his tenants in the same prem- ises wliere it is manufactured. § 2. This act shall not apply to any city or town wliose population is less than fifteen thousand. (Approved June 29, 1893.) Act 10. AN ACT validating certain omissions and irregularities. Be it enacted by the Senate and House of Representatives in general assembly con- vened : § 6. In any case in which a private corpo- ration, chartered or incoi-porated imder the laws of this State, has, within two years after being chartered, organized under its charter, and which prior to the approval of this act has filed a certificate of organization in the oflice of the secretary of this State as required by law, but not within two years from the date of the approval of its charter as required by statute, the charter of such corporation shall not for that cause be deemed to be void, but is hereby ratified, validated, and confirmed, and all acts of such corporation done under, and in pursu- ance of, or by authority of such charter are hereby validated and confirmed, and de- clared to be as binding as if said certificate of organization had been filed within the time prescribed. j § 19. Private corporations which have been j organized and are acting under charters granted by the general asseml)ly of this State, or which have accepted amendments to their charters, or private corporations heretofore chartered which have failed to perfect their organization and have failed to file a certificate of organization or of accept- ance of such amendments within the time prescriljed by law. or have failed to accept amendments to its charter, and have failed to file an attested copy of sucli acceptance as required by section 1119 of tlie general statutes, may perfect such organization and file such certificate on or before October 1, 1893, and the charters of such coi-poration shall not for the reason that such organiza- tion has not been perfected or such cer- tificate has not been filed be deemed void, but are hereby ratified, validated, and con- firmed, and all acts of said corporation done under and in pursuance of or liy authority of such charters are hereby validated and confirmed and declared to be as binding as if the organization had been perfected and certificates of organization had been filed within the time prescribed. (Approved June 29, 1893.) Act 11. AN ACT concerning corporations. Be it enacted by the Senate and House of Representatives in general assembly con- vened: Section 1. The provisions of chapter CXII of the Public Acts of 1893, concerning the dissolution of corporations, the sale of their property and franchises, or their reorgani- zation, shall apply to any coi-poration ex- isting under the laws of the State of Connecticut, whether the same be organized under the General Laws of the State, or under a special charter granted by the gen- eral assembly; Provided, however. That the superior court shall not have power in directing the reorganization of any cori>ora- tion to add to or alter the provisions of the charter or articles of association of any such coi-poration, and any corporation originally organized under a special charter granted by the general assembly and reorganized under the provisions of this act, or the pro- visions of chapter CXII of the Public Acts of 1893, shall have such powers and only such powers as may be given by the terms of the special charter of the corporation. § 2. This act shall take effect from its passage. (Approved April 3, 1895.) 32 CONNECTICUT. Miscellaneous acts of 1895. Act 18. AN ACT concernlujr receivers of corpora- tions aud copartnerships. Be it enacted by the Senate and House of Representatives in general assembly con vened: The commencement of proceedings for the appointment of a receiver of a corporation or a copartnership shall dissolve all attach- ments and all levies of executions, not completed, made within sixty days next pre- ceding, on the property of such corporation or copartnership; but if the property is sub- sequently talvcn from the receivei', so that it cannot be used for the benefit of the creditors of said corporation or said copart- nerships, nor made subject to the orders of the court in the settlement of the affairs of said corpoi-ation or copartnership, or if the receivership shall be terminated by order of the court, pending the settlement of the affairs of the corporation or copartnership, said attachments and levies of execution shall revive, and the time from the com- mencement of such proceedings to the time when the receiver shall be dispossessed of the property, or the finding of the court that said property is not subject to the orders of said court, or when said trust shall be ter minated, shall be excluded from the compu- tation in determining the continuance of the lien created by such attachment; but the attaching or levying creditors shall be al- lowed the amount of their legal costs, ac- cruing before the time of the appointment of a receiver, as a preferred claim against the estate of said coiijoration or copartner- ship, if their respective claims upon which the attachments are founded shall, in whole or in part, be allowed. (Approved April 25, 1S95.) See § 502, and cross-references. Receivers. § 1.S21. Winding up. Act No. 16, at p. 33. See Act No. 23. Act 13. AN ACT concerning corporations. Be it enacted by the Senate and House of Representatives in general assembly con- vened: Section 1. Any corporation iucoi'porated in this State, and not prohibited by any pro- vision in its own charter or by the general statutes of this State, may acquii'e. pur- chase, and hold the stock or securities of any other corporation incorporated by or doing business imder the laws of this State; and it may acquire, purchase, and hold its own stoclc; Provided, That no rights of any stoclvhokler of a corporation that may have been passed upon by any court of tl>is State shall be affected by this act, nor shall this act affect the right of any party to any ac- tion now pending. ^ 2. The provisions of this act shall not apply to any savings banlv. trust company, or life insurance company; and any corpora- tion acquiring its own stock under the pro- visions of this act shall, witliin six months thereafter, file in the oftice of the town clerk where it is located, and in the office of the secretai'y of state, a certificate signed by its president and treasurer, stating the num- ber of shares of its own stock so acquired. § 3. No corporation, under the provisions of this act. shall acquire and hold its own stock except with the approval of stocli- holders owning three-fourths of the whole capital stock, given at a stockholders' meet- ing warned and lield for the purpose; and while so held, said company shall not vote upon such shares of its own stock, and no corporation shall purchase any shares of its own stoclv when it is insolvent; aud the di- rectors of every corporation purchasing its own stock when it is insolvent, and assenting to such purchase, shall be personally liable for any debts of such corporation existing at the time of such purchase. § 4. This act shall take effect from its passage. (Approved May 17, 1895.) Act 14. AN ACT concerning service of process upon foreign corporations. Be it enacted by the Senate and House of Representatives in general assembly con vened: Section 1. In actions against foreign cor- porations, service of process may be made upon the president, secretary, or any direc- tor or managing or general agent of such corporation: Provided, That this act shall not apply to any foreign corporation which shall have an agent or attorney, upon whom service of process may be made, duly ap- pointed in conformity with the laws of this State. § 2. This act shall take effect from its passage. (Approved June 1, 1895.) See Act of 1895, at p. 35. Service of process. §§ 908 et seq. Act 15. AN ACT for the preservation of the healtJi of factory employes. Be it enacted by the Senate and House of Representatives in general assembly con- vened: Section 1. Wlienever the inspector of fac- tories, on complaint of any person, after due COXXECTICUT. 33 Winding up corporations — Act of 1895. investigation, shall find it necessaiy for tlie preservation of the health of the employes in any nianufactiiring establishment, fac- tory, or mill in wliich is cai'ried on the busi- ness of butfing, polishing, or grinding metals, or any operations in which an excessive amount of dust is generated, that the ex- cessive dust resulting from operations should be removed from the atmosphere of the rooms or apartments used for tliat pur- pose, he shall, in writing, direct the person or persons or corporation owning or occupy- ing said premises, or canning on business in such premises, within three montlis from the date of said order, to introduce and oper- ate such appliances or devices as may be necessary to remove, so far as the nature of the business will permit, such excessive dust or foreign matter from the atmosphere of such mill, factory or apartment used for the purposes aforesaid; Provided, such ap- pliances or devices do not restrifct or inter- fere with the aforesaid business or opera- tions. § 2. Any violation of any proper order made or given by tlie inspector of factories, under the provisions of the preceding section, shall be punished in the manner provided in section 2269 of the general statutes. (Approved June 14, 1S93.) Act 16. AN ACT concerning the winding up of the affairs of corporations. Be it enacted by the Senate and House of Representatives in general assembly con- vened: Section 1. The superior court in the county in which any corporation organized under or chartered by the laws of this State has its principal place of business, may, as a court of equity, on tlie complaint of any one or more of the stockholders owning or representing one-tenth or more in amount of the capital stock of such corporation, wind up its affairs, and dissolve it if said court shall find that the interests of such stockholders will be best protected by such action, or that such corporation for a period of ten years prior to the date of such appli- cation, has not both eax-ned and paid divi- dends aggregating in the whole five per cen- tum upon its capital stock, or has engaged in business unauthorized by its charter or articles of association, or that there has been any fraud or collusion or gross mismanage- ment in the conduct or control of such cor- poration which has resulted to the detriment of the other stockholders of said corporation; Provided, That in any action brought for such dissolution, said corporation or any stockholder or stockholders, other than the plaintiff or plaintiffs, whether original de- fendants or upon entering as defendants for this purpose, may, upon written motion to the court, obtain a valuation of the whole capital stock of such corporation to be made by the court or by a committee appointed by the court, and upon such valuation such defendant corporation or stockholder or stockholders may, at their option, buy the plaintiffs' stock, as hereinafter provided, and pay therefor such proportion of such valua- tion as the par value of the plaintiffs' stock bears to the par value of the whole capital stock of such corporation. Within ten days after said valuation is made by the court or the report of the committee making such valuation is accepted by the court, the de- fendant or defendants who have applied for such valuation shall fde with the clerk of the court a written notice whether they ac- cept said valuation and elect to buy the plaintiffs' stock thereat, and, in case of ac- ceptance, shall at the same time deposit with the clerk of the court the price of the plain- tiffs' stock at such valuation. The plaintiff or plaintiffs shall thereupon, within ten days, file with the clerk of the court a written notice stating whether he or they accept said price, and in case of acceptance shall there- upon cease to have any interest in their said stock, and shall at the same time deliver to said clerk, their stock certificate or cer- tificates with proper endorsements of trans- fer, and shall receive from said clerk the price of said stock so deposited with him. Upon the plaintiff or plaintiffs accepting said price and delivering their stock certificates, or refusing so to accept and deliver, said proceedings for dissolution shall be ter- minable at the motion of such defendant or defendants, and judgment may be entered in accordance with the foregoing provisions. In case of a failure on the part of all the defendants to accept said valuation or to make payment in accordance there- with within said time, said action shall pro- ceed to final judgment, and all the expenses of such valuation, being taxed by the court, shall, if such valuation be accepted and such dissolution proceedings terminated, be paid by such coi-poration, but if such valuation be rejected by the defendant or defendants applying therefor, they shall pay the ex- pense thereof taxed as aforesaid. § 2. For the purposes of this act, said court shall have jurisdiction of such com- plaint of any stockholder or stockholders owning or representing one-tenth or more in amount of the capital stock of such cor- poration, and of all questions arising in the proceedings thereon, and may, if it deem it necessary, appoint one or more receivers of the estate of said corporation and limit a time for its creditors to present their claims to such receivers, which time so limited shall not be less than three months from the date of such order, and direct public notice thereof to be given, and may make such or- ders and decrees in such proceedings as justice and equity require. All claims not 34 CONNECTICUT. Mediation and arbitration — Act of 1895. presented within the time limited by said court shall be barred. Said receivers shall allow all just claims against said corpora- tion, collect its debts, sell its property, and convert the same into money, and report their doings to said court as It may direct. § 3. Said coui't may, on complaint of any person aggi'ieved by such doings, grant such relief as the nature of the ease may require, and may malie such orders as to the doings of the receivers, their compensation and other expenses, and as to the payment of debts, and distribution of the effects of said cor- poration, as may be just and conformable to law. § 4. This act shall take effect from its passage. (Approved June 26, 1S95.) Receivers. § 1321, cross-references. Act 17. AN ACT creating a State board of media- tion and arbitration. Be it enacted by the Senate and House of Representatives in general assembly con- vened: Section 1. During each biennial session of the general assembly, the governor shall, with the advice and consent of the Senate, appoint a State board of mediation and ar- bitration, to consist of three competent per- sons, each of whom shall hold his office for the term of two years. One of said persons shall be selected from the party which at the last general election cast the greatest number of votes for governor of this State, and one of said persons shall be selected from the party which at the last general election cast the next greatest number of votes for governor of this State, and the other of said persons shall be selected from a bona fide labor organization of this State. Said board shall select one of its number to act as clerk or secretary, whose duty it shall be to keep a full and faithful record of the proceedings of the board, and also to keep and preserve all docimients and testimony submitted to said board; he snail have power, under the direction of the board, to issue subpoenas, and to administer oaths in all cases before said board, and to call for and examine the books, papers, and docu- ments of the parties to such cases. Said arbitrators shall take and subscribe to the constitutional oath of office before entering upon the discharge of their duties. § 2. Whenever any grievance or dispute of any nature shall arise l)etwe€'n any employer and his employes. It shall be lawful for the parties to submit the same directly to the State board of mediation and arbitration. In case such parties elect to do so, and shall notify said board, or its clerk, in writing, of such election. "Whenever such notifica- tion to said board or clerk is given, it shall be the duty of said board to proceed, with as little delay as possible, to the locality of such grievance or dispute, and inquire into the cause or causes of the grievance or dis- pute. The parties to the grievance or dispute shall thereupon submit to said board. In writing, succinctly, clearly, and in detail, their grievances and complaints, and the cause or causes thereof, and severally promise and agree to continue in business, or at work, without a strike or lockout until the decision of said board is rendered; Pro- vldessors of such city or borough where said stock is liable to be taxed shall forfeit fifty dollars to such town; but, putting a letter into the post-otTice containing such informa- tion, postage paid, addressed to the assessors of such city or borougli where such owner resides, shall be a compliance with the pro- visions of this section. (Approved June 2, 1897.) Act 22. AN ACT concerning fees to be paid to the State for the creation of private corpora- tions. Be it enacted by the Senate and House of Representatives in general assembly con- vened: No bill or resolution affecting private inter- ests only, other than appropriation bills or resolittions, shall be introduced in either branch of the general assembly until there shall have been paid to the treasurer of this State a fee of five dollars for each legal page or fractional part of a legal page of such bill or resolution for the use of the State, if the same becomes a law, otherwise such fee shall be returned to the person paying the same, which payment shall be endoi"sed upon the resolution by the treasurer and before the same is transmitted to the governor for his signature, and in the case of the ap- plication of a corporation having capital stock, before the governor approves thereof, there shall be paid an axlditioual fee to the treasurer of this State equal to one dollar for each one thousand dollars of capital stock permitted by its charter, and upon any amendment increasing its capital stoclv a fee to the treasurer of a proportionate amount. (Approved June 2, 1897.) Act 23. AN ACT concerning service of process on corporations and concerning receivers. Be it enacted by the Senate and House of Representatives in general assembly con- vened: Section 1. If any corporation organized un- der the laws of this State shall have no sec- retary or director resident in this State, any judge, clerk, or assistant clerk of the superior court, court of common pleas, or district court to which is brought any action against said corporation, may authorize service of process in said action upon said corporation by advertisement, or may make such other or further order concerning such service of process as may be deemed reasonable, and service made in accordance with such order shall be deemed sufficient service of process upon said corporation. § 2. If any court of this State shall ap- point a receiver of any corporation organized under the laws of this State, such receiver sliall, under the order of the court, have the same power as the directors of such corpora- tion, to call in the subscriptions to its capi- tal stock in such proportions and at such times and places as he shall think necessary for the piu'pose of paying all the debts of said corporation and all the expenses of the receivership. (Approved June 10, 1897.) I Receivers. § 1321 and Act No. 12. Service of process. §§ 90S et seq. Act 24. AN ACT validating certain irregularities and omissions. Be it enacted by the Senate and House of Representatives in general assembly con- vened: ******** § 7. rrivate coiijorations which have been organized and are acting under charters granted by the general assembly of this State, and which have filed cexlificates of their organization after the time limited by their charter, or as required by sections 1910 and 1911 of the general statutes, or which have accepted amendments to their charters, or private corporations chartered by the gen- eral assembly of 1895, or whose charters were amended at said session, which have failed to i^erfect their organization, and have failed to file a certificate of organization, or accept such charters or amendments and file an attested copy of such acceptance, as required bj^ section 1911 of the general stat- utes, may perfect such organization or ac- cept such amendments and file such cer- tificates on or before October 1, 1897, and the charters of such corporations, or such amendments, shall not, for tlie reason that such organization has not been perfected, or such certificate has not been filed, be deemed void, but are hereby ratified, vali- dated, and confirmed, and all acts of said corporations done under and in pursiiance of or by authority of such charters or amend- ments are herebv validated and confirmed CONNECTICUT. 37 Labor claims — Acts of 1897. and declared tS be as binding as if organi- zation had been perfected and certificates filed within the time prescribed. § 18. This act shall take effect from its passage. (Approved June 12, 1897.) See Acts 10 and 19. Act 25. AN ACT concerning claims for labor against . coi*porations and copartnerships. Be it enacted by the Senate and House of Representatives in general assembly convened: Section 1. All debts due to anj' laborer or mechanic for personal wages, from any cor- poration or copartnership for which a re- ceiver shall be appointed, for any labor per- formed for such corporation or copartnership within three months next preceding the service of the application for the appoint- ment of a receiver, shall be paid in full by the receiver, to the amount of one hundred dollars, before the general liabilities of such corporation or copartnership are paid. § 2. Chapter CCXLII of the public acts of 1895 and all other acts or parts of acts incon- sistent herewith are hereby repealed. § 3. This act shall talce effect from its passage. (Approved March 17, 1897.) mDEX TO COKtTECTICUT. ACCEPTANCE: PaRf. of amendment or alteration of charter by stockholders i:\ ACTIONS: in justices' courts against corporations G service of process against corporations 7 against voluntary associations 7 venue, place of, when brought by foreign corporation 7 receivers', to be preferred 8 corporations may bring or defend 11 upon claims presented when rejected after discontinuance 18 examination of officers for discovery in U7 ACTS OF INCORPORATION: how pleaded 8 ADMINISTRATOR: may subscribe to increase of capital stock 27 dividends payable to 27 AGENT: embezzlement by, of property of corporation 10 AMENDMENT: corporate charters subject to, by assembly 13 of charter, not operative unless accepted by stockholders 13 ANOTHER: corporations included in meaning of word 6 APPLICATION: for charter, not to be heard until payment of fee 1-i ARTICLES OF ASSOCIATION: of joint stock companies, contents 18, 19 publication in newspaper 20 filing in office of secretary of state -0 certificate accompany articles of association 20 amendment of 21 certificate and record, upon removal of place of business 22 preferred stock, may provide for 31 ASSESSORS: returns of stock to -"^ by cashiers of banks 25 false statements to, as to residence of stockholders 26 cashier and secretary to return names of stockholders 35, 36 ASSETS: not to be distributed if capital stock is impaired 17 ASSIGNMENT: for benefit of creditors, by corporation ^ may be made by members of corporation 6 ASSOCIATIONS. (SeeYoluntary Associations.) ATTACHMENT: shares of stock, subject to * how made ' certificate of dissolution of ' foreign, proceedings where corporation had no effects ^ dissolved by proceedings for appointment of receiver 3- 40 IXDEX TO COKN-ECTICUT. Pas BANKS: directors, officers or directors of corporation owning stock in may be 15 power of attorney to vote at meetings 15 location of, bow changed 17 taxation of •^"^ stock subject to taxation 25 deduction from taxation on account of real estate 25 cashier to return to assessors amount of stock, etc 25 penalty for neglect 25 BEQUEST: notice of. to corporation 6 BLACKLISTING: of employes, prohibited 35 BONDS: municipalities not to purchase corporate 5 limitation of issue of, by real estate corporations 14 votes of directors and stockholders to be filed 14 BOOKS: of joint stock associations, where kept 22 to be open to inspection 22 BOROUGH: stock or bonds of corporations, not to purchase 5 BRIDGE COMPANIES: taxation of 25 BY-LAWS: power of corporation to make 12 voluntary associations may make 13 CAPITAL STOCK: subscriptions to, when may be refused r. . . 14 subscriptions to, directors may call in 15 notice to pay 16 impaired, may be reduced 17 dividends not to be declared 17 amount of, to be stated in annual report 22 reduction or increase by stockholders 22 certificate of reduction to be filed 22 increase of, executors, etc., may subscribe to 27 subscriptions may be called in by receivers 36 CASHIER. (See Banks.) CERTIFICATE: officer of corporation to furnish, showing shares of stock held by stockholder .... 7, 8 of dissolution of attachment 7 of condition, to be rendered annually 17 contents of 17 refusal or neglect to render 17 accompanying articles of association, what to contain 20 CERTIFICATE OF ORGANIZATION: copy of, when may be admitted in evidence 8 filed in office of secretary of state 13 CHANGE: of name of corporation, proceedings for 20 CHARTER: amendment not operative unless accepted by stockholders and filed 13 may be altered or repealed 13 void, unless certificate of incorporation is filed 13 omissions and irregularities validated 31, 35, 36 failure to perfect organization under, validating 31, 35, 36 IXDEX TO COXXECTICUT. 41 CHILDREN: Pago, under fourteen, not to be employed 11 CITY: stock or bonds of corporations, not to subscribe for 5 COLLECTOR: to collect tax imposed on stock by corporation 16 COMPENSATION: of officers, corporation may fix 11 CONSTITUTION: effect of, upon corporations 5 CONVEYANCES: of real estate, how attested 24 CORPORATIONS: rights and duties of, as affected by constitution 5 bonds, municipalities not to purchase 5 stock, municipalities not to subscribe to 5 assignment for benefit of creditors, how made tj person, included by definition 6 COUNTY: stock or bonds of corporations, not to subscribe for 5 DEVISE: notice of, to corporation 6 DIRECTORS: service of process against 7 not to take fees or commissions as gratuities 10 misappropriation of moneys 10 banks, officers or directors of corporations owning stock may be 15 may be directors of other corporations 15 majority of, a quorum 15 subscriptions, may call in 15 notice to pay 16 dividends, illegal, liability for 17 profits, distribution of, to employes 17 reduction of capital stock, approval of 17 of joint stock corporations, how first elected 19, 20 articles of association to be published and filed by 20 certificate of publication of 20 election of, annually 20 number of 20 vacancies, how filled 20 president, to choose 20 to be resident of state 21 secretary, to choose 20 to be resident of state 21 treasurer, to choose 20 to bo resident of state 21 liability of, for declaring dividends when corporation is insolvent 23 loans to, prohibited 27 preferred stock, to sign and verify certificate as to 30 liability of, for acquiring stock of corporation when insolvent 32 DISCONTINUANCE: stockholders may vote for 1^ notice to creditors upon 1^ actions upon claims presented l'^ DISCOVERY: of papers, etc., examination of officers for 27 42 ES^DEX TO CONNECTICUT. DISSOLUTION: Pa&e- of joiut stock corporations, proceedings for -4 for failure to make annual statement iJ-t of corporation, on petition of stockholders 33 purchase of stock of petitioning stockholders 33 proceedings terminated upon purchase 33 receivers appointed in proceedings 33 DIVIDENDS: amount which may be declared 16 when not to be declared 1 ' liability of officers for illegal 1'? liability of directors for declaration of, when corporation is insolvent 23 notice of, to stockholders -4 ELECTRIO CORPORATIONS: organization of 31 EMPLOYE: wages of, not to be withheld 10 to be paid weekly 10 when corporation need not pay weekly 11 deductions, when not to be made 11 profits, distribution of, to 17 stockholders to consent to 17 health of, in factories 32, 33 blacklisting prohibited 35 EQUALIZATION: state board of, to determine valuation of franchise of foreign corporation 14 EQUITY: of redemption, by joint stock corporation upon stock pledged 24 EVIDENCE: certificate of organization of stock corporations 8 files, records, etc., of corporations may be introduced 8 EXECUTION: shares of stock and profits thereon subject to 7 voluntary association, demand made on presiding officer 8 levy of, on shares of stock, how made 8 levy of, dissolved by proceedings for appointment of receiver 32 EXECUTORS. (See Administrator.) EXEMPTIONS FROM TAXATION: shares of stock, when entitled to 25 FACTORIES: preservation of health of employes in 32, 33 FEES: upon application by foreign corporation for charter 14 payable by foreign corporation before commencing business 14 to be in lieu of taxes 14 for filing certificates of joint stock corporation in office of secretary of state 24 upon introduction of bills in general assembly concerning corporations 36 FOREIGN CORPORATIONS: actions in courts of justices of the peace against 6 place of venue of, when not brought in justice's court 7 certificate not to be issued before payment of fees 14 fees paid by, in lieu of taxes 14 fee upon application for charter 14 before commencing business 14 franchise, valuation of, how determined for purpose of taxation 14 mDEX TO CONNECTICUT. 43 FOREIGN CORPORATIONS— (Continued): Page. taxation of, upon increase of capital stocli 27, 2H service of process upon 32 designation of person, upon whom process may be served 35 to be filed with secretary of state 35 FRANCHISE: usurpation of, by corporation, punishment for, by quo warranto 9 of foreign corporation, valuation for taxation 14 of foreign corporations, taxation of, upon increase of capital stock 27, 28 GARNISHEE: corporation as, cited to disclose, when need not appear 9 GENERAL ASSEMBLY: reports to, when made 17 change of location of bank, savings bank, trust company and insurance company .... 17 to charter electric corporations 31 fees upon introduction of bills and resolutions concerning corporations 36 GUARDIAN: increase of capital stock, may subscribe for 27 HEALTH: of employes in factories 32, 33 INCREASE: of capital stock of joint stock association 22 twenty per cent, to be paid in 22 certificate of, to be filed 22 executors, trustees, etc., may subscribe for stock 27 INJUNCTION: ex parte, when not to be granted against stockholders 27 INSOLVENT CORPORATIONS: receivers of, to file statement of transactions 9 rights, powers and duties of 9, 10 dividends by, liability of directors 23 INSURANCE COMPANY: location of office of, how changed 17 taxation of 25 INVESTMENT BROKER: certificate of authority 29 tax imposed on 29 INVESTMENT COMPANIES: taxation of 28, 30 IRREGULARITIES: validating certain, by corporation 31, 35, 36 JOINT STOCK CORPORATIONS: articles of incorporation 1^ contents of IS' ^^ shares of, amount l'*^ name 1^ organized for what purpose 1^ secretary and treasurer to be residents 1^ majority of directors to be residents 1^ first meeting of ^^ stock, must be all subscribed for -^ twenty per cent, paid in -^ property, real and personal, may hold 22 books and statements, where kept 22 winding up, proceedings for ~^ 44 INDEX TO CONNECTICUT. JUSTICES OF THE PEACE: Tage. actions against corporations, in courts of ^ LABORERS (See Employes): claims preferred 5" LIABILITY: of directors for declaring dividends Tvhen corporation is insolvent 23 of officers, for failure to perform duty 23 of directors for acquiring stock of corporation when insolvent 32 LIABILITIES OF CORPORATIONS: generally 12 LIEN: upon stock of stockholders of joint stock corporation 23 sale of stock under 23 LIMITATION: of real estate corporation's right to issue bonds 14 LOANS: to officers and directors prohibited 27 LOCK OUTS: duties of state board of mediation and arbitration as to 34 MANDAMUS, WRIT OF: stockholder may apply for, against corporation 9 MECHANICS (See Employes): claims preferred 37 MEDIATION AND ARBITRATION, STATE BOARD OF: appointment of 34 powers and duties of, in strikes and lock outs 34 proceedings before 34 MEETINGS: special, when to be called for election of officers 14 not to apply to abandoned corporations 15 stockholders may vote at 15 of joint stock corporations, first, when and how held 15 notice of first, to be published 19 of subsequent, to be served 19 organization at first 19, 20 increase or reduction of capital stock 22* of stockholders, for acceptance of amendments of charter 13 injunction ex parte, against stockholders, not to be granted within ten days before. . . 27 NAME: , of corporation to indicate that it is a corporation 11 of joint stock corporation, in articles 19 change of, proceedings for 20 OFFICERS: not to take fees, etc 10 misappropriation of funds by 10 election of, power to determine manner of 11 compensation of, power to fix 11 special meetings for election of 14 to hold until successors are elected 14 not to apply to abandoned corporations 15 illegal dividends, liability for 17 directors to elect 20 21 liability of, for failure to perform duty 23 examination of, for discovery of papers, etc 27 loans to, prohibited o-r IXDEX TO COXXECTICUT. 45 OMISSIONS: Page, in charters, validating 31, 35, 36 PATENT RIGHTS: joint stock associations may hold 22 PERSON: includes corporation 6 PERSONAL ESTATE: annual report to state value of 22 PERSONAL PROPERTY: corporation may receive, purchase, hold, sell and convey 11 amount held by corporation limited by charter 11 voluntary associations may hold, etc 13 PLACE OF BUSINESS: removal of, proceedings for 22 PLANK-ROAD COMPANIES: taxation of 25 PLEADINGS: in civil actions, charters 8 PLEDGE: of stock, how made 15 of stock, upon which joint stock corporation has a lien 24 POWER OF ATTORNEY: for transfer of stock 15 for voting at meetings 15 bank or railroad company must be executed within year 15 POWERS: of corporations, generally 11, 12 PREFERENCE: of claims due employes 37 PREFERRED STOCK: issue of, by certain corporations 30 stockholders to authorize 30 certificates to be sworn to by directors • 30 articles of association may provide for 31 of consolidated corporations 31 PRESIDENT: certificate of condition to be rendered annually 17 refusal or neglect to render 17 removal of place of business, duties as to 22 PROCESS: service of, against corporations 7 against voluntary associations 7 PROFITS: distribution of, to employes 17 stockholders to consent to 17 PROPERTY: not to bo taken without compensation 5 PUBLIC USE: property not to be taken for, without compensation 5 QUORUM: of directors 15 QUO WARRANTO: corporation, proceedings against, in nature of 9 costs in proceedings *• relator to give bond '^ RAILROAD COMPANY: power of attorney to vote at meetings ^^> 14 46 INDEX TO CONNECTICUT. REAL ESTATE: ^agp. corporation may receive, purchase, hold, sell and convey 11 amount held by corporation limited by charter 11 voluntary associations, power to hold, etc 13 corporations engaged in loaning money on, limitation of right to issue bonds 14 annual report to state value of 22 conveyances of, by corporations, how attested 24 taxation of, belonging to corporations 25 deductions on account of 25 joint stock associations may hold 22 RECEIVERS: of insolvent corporations, to file statement of transactions, etc 9 books, papers and property 9 may sue and be sued 9, 10 demand payment of debts 10 powers of corporation, to possess 10 winding up proceedings, may be appointed 18 in proceedings for winding up joint stock corporation 24 proceedings for appointment of, to vacate attachments, etc 32 appointment of, in proceedings for dissolution upon complaint of stockholders 33 subscriptions to capital stock, may call in 36 claims of laborers to be preferred 37 REDUCTION: of capital stock, when impaired 17 directors to require return of certificates 17 of capital stock of joint stock association 22 certificate of, to be published and filed 22 REMOVAL: of place of business, proceedings for 22 REPEAL: corporate charters subject to, by assembly 13 REPORTS: to general assembly, when made 17 annual, of joint stock corporation 22 to be filed 22 contents of 22 dissolution upon failure to make for two years 24 SAVINGS BANK (See Banks): location of, how changed 17 SEAL: corporation may have a common 11 SECRETARY: of corporation, lists of creditors and schedule of debtors 6 certificate of condition, to be signed by 17 refusal or neglect to render 17 stock books, to permit inspection of 17 election of 20 to be a resident of state 21 removal of place of business, duties as to 22 list of stockholders, etc., to be returned to assessors 25 of persons holding stock or bonds as security 25i list of stockholders residing out of state to be returned to comptroller 26 penalty for failure to return 26 payment of tax on account of foreign stockholders 26 lien on stock for 26 INDEX TO C0:N^KECTICUT. 47 SERVICE: ■ Page. of process against corporations 7 against voluntary associations 7 upon foreign corporation 32 person designated by foreign corporation 35 by advertisement, upon corporations 36 STATEMENTS: of joint stoclv association, where liept 22 open to inspection 22 STOCK: preferred (See Preferred Stock): municipalities not to subscribe for 5 attachment, writ of, bow executed 7 dissolution of 7 execution against shares of, how made 8 sale of, under levy of execution S capital subscriptions to, when refused ]4 may be called in by directors 15 may be reduced when impaired 17 must all be subscribed for 20 twenty per cent, paid in 20 increase or reduction 22 twenty per cent, of increase to be paid in 22 subscriptions to, may be called in by receivers 36 personal property 15 transfer of, on books of company 15 corporations, lien upon 15 shares of, how pledged 15 tax on shares of, how collected 16 books, to be open to inspection IT transfer on books of joint corporation 23 lien upon, for stockholders' debts 23 sale of stock under 23 issue of new certificates to purchasers 24 when stock has been pledged 24 taxation of, in certain corporations 25 when exempt 25 deductions on account of real estate 25 amount held by stockholders, to be returned to assessors 25 of another corporation may be held 32 corporation may acquire its own 32 approval of stockholders necessary 32 STOCKHOLDER: writ of mandamus by, against corporation 9 acceptance of amendment of charter by 13 vote of, at meetings 15 by power of attorney 15 meetings for election of ofljcers, when may call 15 not to apply to abandoned corporations 15 subscriptions, notice to pay 16 stock to be sold, if not paid for 16 rights and liabilities of 16 reduction of capital stock, to vote upon 17 winding up, application for IS discontinuance of business, vote for 18 application to court upon 18 directors, election of, by 20 48 INDEX TO COKNTECTICUT. STOCKHOLDERS— (Continued): Page. amendiuc'ut of articles by 21 reduction or increase of capital by 22 liability of, if insolvency caused by reduction of stock 22 annual report to contain names of 22 lien upon stock, for debts due joint stock company 23 sale of stock, for 23 issue of new certificates to purchaser at sale 24 when stock has been pledged 24 dividends, notice of, to 24 winding up joint stock corporation, proceedings for 24 stock exempt from taxation 25 evasion of taxation by 2o. 26 false statements as to residence 26 foreign, names of, to be returned to comptroller 26 tax on stock of, to be paid 26 lien on stock, for payment of tax 26 injunction ex parte, when not to be granted 27 preferred stock, to authorize issue of 30 approval of, for corporation to acquire its own stock 32 dissolution upon complaint of 33 purchase of stock of complainants 33 proceedings terminated by purchase 33 STRIKES: duties of state board of mediation and arbitration as to 34 SUBSCRIPTION: to capital stock, when may be refused 14 directors may call in 15 notice to pay 16 receivers may call in 36 TAX: on shares of stock, imposed by corporation 16 TAXATION: transfer of stock for evading 25 property of corporation liable to 25 real estate liable to 25 where assessed 25 deductions on account of, owned by banking, etc., corporations 25 stock, when exempt 25 of stock of foreign stockholders 26 lien on stock on account of 26 upon increase of capital stock of foreign corporation 27, 28 of investment companies, regulated 28, 30 of investment brokers 29 names of stockholders, etc., to be returned to assessors 35, 36 TAXES: fees paid by foreign corporation in lieu of 1-i TOWN: stock or bonds of corporations, not to purchase 5 TOWN CLERK: certificates of condition to be lodged with 17 annual report of joint stock corporation to be filed with 22 TRANSFER: of stock, on books of company 15 when pledged 15 of stock of joint stock corporations 23 of stock for evading taxation 25 LN^DEX TO C0KNT:CTICUT. 49 TREASURER: ' ' Page. election of 21 to be a resident of state 21 of joint stock corporation to ^ive notice of dividends 24 TRUST COMPANY: location of, how changed 17 taxation of 25 TRUSTEE: increase of capital stock, may subscribe for 27 dividends payable to -7 TURNPIKE COMPANIES: taxation of 25 VOLUNTARY ASSOCIATION: service of process against 7 property of, may be attached 7 demand on execution, how made 8 organization of 13 real and personal property, may hold, etc 13 by-laws, adoption of 13 WAGES: not to be withheld because of agreement to give notice 10 to be paid weekly 10, 11 when corporation need not pay weekly 11 deduction not to be made, for earlier payment 11 WILL: notice of devise or bequest in, to corporation 6 WINDING UP: of corporations, stockholders may apply for 17, 18 proceedings therefor 1^ receivers may be appointed IS powers of court 18 of joint stock corporations, proceedings for 24 of corporation, on petition of stockholders 3^^ termination of proceedings by purchase of stock 33 DELAWARE TABLE OF CONTENTS. CONSTITUTIONAL PROVISIONS. Page. Art. I. Rill of rights -> ^■III. Revenue and taxation 5 IX. Corporations 5 GENERAL LAWS. TITLE X. OF CORPORATIONS. Ch. 70. General provisions 7 TITLE XVI. OF CIVlIi ACTIONS. Ch. lOG. Pleading and practice 2.3 LEGISLATIVE ACTS ENACTED SUBSEQUENTLY TO 1893. DELAWARE. 00]>fSTITUTTO]^ OF DELAWAEE - 1897. PROVISIONS RELATING TO CORPORATIONS. ARTICLE I. Bill of Rights. § S. No persons shall etc., * * * nor shall :iny man's property be taken or applied to public use without the consent of his representatives, and without compensation being made. ARTICLE VIII. Revenue and Taxation. Section 1. All taxes shall be uniform upon the same class of subjects within the terri- torial limits of the authority levying the tax, and shall be levied and collected under gen- eral laws, but the general assembly may by general laws exempt from taxation sxich property as in the opinion of the general assembly will best promote the piiblic wel- fare. § 8. No county, city, town or other mu- nicipality shall lend its credit or appro- priate money to, or assume the debt of, or become a shareholder or joint owner in or with any private corporation or any person or company whatever. ARTICLE IX. Corporations. Section 1. No corporation shall hereafter be created, amended, renewed or revived by special act, but only by or under general law, nor shall any existing corporate char- ter be amended, renewed, or revived by special act. but only by or under general law; but the foregoing provisions shall not apply to municipal corporations, banks or corporations for charitable, penal, reforma- tory, or educational purposes, sustained in whole or in part by the State. The general assembly shall, by general law, provide for the revocation or forfeitures of the charters of all coi-porations for the abuse, misuse or non-user of their corporate powers, privileges or franchises. Any proceeding for such re- vocation or forfeiture shall be taken by the attorney-general, as may be provided by law. No general incorporation law, nor any speeial act of incorporation, sliall be enacted with- out the concurrence of two-thirds of all the members elected to each house of the gen- eral assembly. Orjjiinization of corporations. Gen. L., cli. 70, § ."{. General powers. Id., § 1. Corporation continued three years for closing. Ch. 70, § 4. See cli. 1.52, vol. 14, at p. 9; ch. 702, vol. 19, at p. 20; General Laws, chs. 70 and 147. [How far the legislature is restricted from pass- ing any law impairing vested rights, or altering the charter of a corporation. See Bailey v. U. H. Co.. 4 Harr. .38!), 399-401. 410. The right of the legislature to bestow on cor- porations the power of internal regulation, and the power of corporations to receive and exercise such power, even though it involve legislative power within the cori)orato limits, exists at common law, and are recognized by the Con- stitution. Rice V. Foster, 4 Harr. 479i 50."?. The power of the legislature to revoke cor- porate charters is reserved by the Constitution and need not be expressed in the charter. U. R. Co. V. Tharp, 5 Harr. 454. 45(i. But this is not an arbitrary power in the legislature to re- voke charters for mere whim or caprice, but only upon cause. Id. Therefore n reservation, ex- pressed in a charter, of the power of revocation, " on conviction of misuse or abuse of privileges," is a constitutional reservation. Id. The police power of the State gives the legisla- ture power to regulate the exercise of the cor- porate franchise by general laws, the purpose of which is to secure the peace, good order, health, welfare and comfort of society; but it cannot, un- der color of such law, destroy or impair the fran- chise itself, nor any of those rights and powers which are essential to its beneficial exercise, such as restricting the right of a railroad to adjust Its tariff or charges. R. R. Co. v. Bowers, 4 Houst. 50G. Charters of corporations, excepting only those which are strictly civil or municipal, are within the clause of the United States Constitution which declares that no State shall pass any " law impairing the obligation of contracts." There- fore, any act of the legislature which abridges any power or privilege vested by the charter wliich is material to the beneficial exercise of the franchise granted, without the reser\-ation of the right to pass such an act. and without the con- sent of the corporation, is invalid as impairing the obligation of contracts. Id.; Rice v. Foster. 4 Harr. 479, 401, 492; Bailey v. R. R. Co.. id. 389, 399 et seq.] DELAAVAEE. Corporations — Const., Art. ix, §§ 2-6. § 2. No corporatiou in existence at the adoption of this Con.stitution shall have its charter amended or renewed without first filing, under the corporate seal of said corpo- ration, and duly attested, in the otfice of the secretary of State, an acceptance of the pro- visions of this Constitution. § 3. No corporation shall issue stock, ex- cept for money paid, labor done or personal property, or real estate or leases thereof ac- tually acquired by such corporation; and neither labor nor property shall be received in payment of stock at a greater price than the actual value at the time the said labor was done or pi-operty delivered, or title ac- quired. § 4. The rights, privileges, immunities and estates of religions societies and corporate bodies, except as herein otherwise provided, shall remain as if the Constitution of this State had not been altered. § 5. No foreign corporation shall do any business in this State through or by branch offices, agents or representatives located in this State, without having an authorized agent or agents in the State upon whom le- gal process may be served. See Act of 1897. at p. 25. § G. In all elections for directors or man- agers of stock corporations each shareholder shall be entitled to one vote for each share of stock he may hold. DELAWARE. Corporations; suits — Gen. LaAvs, ch. Ixx. SS 1-G. GENERAL LAWS- 1893. TITLE X. OP CORPORATIOXS. CHAPTER LXX. General Provisions Respecting Corpora- tions. See. 1. General corporate powers. 2. Powers continued. 3. Mode of organizinjr. 4. All charters extended three years for closing. 5. Bonds of corporate officers to be taken every six years. 6. Mode of suing corporations. Service of process; and of rule. 7. Service of process on officers out of the State. 8. Notice of motions, rules, etc., service. 9. Franchise of toll may be sold for debt. Notice of sale. 10. Mode of sale: return; title; proviso. 11. May be attached on mesne process. 12. Distress for damages recovered. 13. Stock held in a corporation may be at- tached for debt. Notice of sale of such stock. 14. Copy of the process to be left with the company. Company shall certify the shares held. 15. Transfers after attachment void. Copy of return of sale transfers the title. No order of sale shall be made before judgment. 16. Application of proceeds of sale. 17. "Where proceedings may be had. Addi- tional acts. Section 1. All corporations shall, where no other provision is specially made, be capable in their coriiorate name to sue and be sued, appear, prosecute and defend to final judg- ment and execution, in all courts, or else- where; to have a common seal which they may alter at pleasure; to elect necessary officers and define their duty and compensa- tion; to make by-laws, consistent with the laws of this State, for their own jjoverument and the management of their property, to hold property, real and personal, for the pur- poses of their incorporation, and to convey the same. By-laws may provide for what. § 2. Bonds of officers. § r>. Mode of suing corporations. § 6. Service of process. §§ 6, 7. Attachment of stock. §§ 13-17. Corporate powers enumerated. See ch. 147, vol. 17, at p. 9. § 2. They may, if no other provision is specially uiade. determino by tlieir by-laws, how meetings sliall bo called and conducted; how many shall be a quorum; tlie number of shares tluit shall entitle the members to one or more votes; the mode of voting bv proxy; when and liow shares shall be sold for non-payment of assessments, and may annex suitable penaUies to such by-laws, liot exceeding, in any case, twenty-five dol- lars, for any offense. Meetings of corporations. Ch. 147, vol. 17, §§ 27^ 28. Elections, how conducted. Id., §§ 23-2G. § 3. If not otherwise provided, the first meeting shall be called by one or more of the persons named in the act of incorpora- tion, of the time, place and purposes of which meeting ten days' notice shall be given iu a newspaper of the State; or in case of religious societies, by advertisement at the front door of their usual place of worship. Meetings. See ch. 147, vol. 17, §§ 27, 28. § 4. All corporations whose charters shall expire, or be annulled, shall nevertheless continue for three years thereafter, to en- able them to close their concerns, and for all other purposes, e.xcept the continuance of the business, or purpose for which they were created. Existence limited to twenty years. Const., art. II, § 17. § 5. The directors, or managers, of any bank, or corporation, are required to take from each officer thereof who, by the charter, or by-laws, is required to give bond, a new bond at least every six years, so that the date of the new l)ond shall not be more than six years after the date of the bond immediately preceding. Suits. § 6. Suits may be brought against any cor- poration, at law by summons, and by sub- poena in chancery. Process may be served on the president or head officer, if residini: in the State, and if not, on any officer, di- rector, or manager of the corporation; and if such corporation shall appear, the suit shall proceed as in other cases, and if it shall not appear, the plaintiff shall have judgment by default, or pro confesso decree, service of the process being first proved. In a suit upon the note of a bank, payable at one of its branches, service of process upon 8 DELAAVARE. Sale of frauehise; attachment — Gen. Laws, cb. Ixx, §§ 7-15. tbe presideut, or cashier, of that branch, shall be sufficient. Copies of any rules of court, notice, proceeding, or order, may be served in tbe same way as original process, or upon tbe attorney of record. A corporation may be sued. § 1, ante; ch. 147, vol. 17, § 1 (II), and note. Actions not to abate. Id., § 40. rieadings and practice. Cb. loO, at p. •J3. Fraucbise may be sold. § 9, post. § 7. In any suit against a corporation whose otiicers reside out of the State, process may be served by publishing tbe substance thereof in a newspaper of this State, and of the State where the head officer resides, twenty days before the return thereof, and such service shall be sufficient. § 8. In respect to such corporation, ten ! days' notice of any motion, rule, order, or other matter, or proceeding, shall be suffi- cient. And such notice may be served per- sonally on the president, or any director, or manager, or on the attorney of said corpora- tion, or by copy of the rule, or other matter, sent by mail to the president, or head officer, at his usual place of abode, or by publishing the same in a newspaper near thereto. Rules of practice. See cb. 106, p. 23. Sale of Franchise. § 9. AVhen a judgment shall be recovered against any corporation authorized to re- ceive toll, the franchise of such corporation, with all the rights and privileges thereof, so far as relates to the receiving of toll, as well as all the corporate property, real and personal, may be taken in execution of such judgment, and sold at public vendue, on due notice by advertisement, and also by pub- lication in a newspaper of the State. Such sale may be adjourned from time to time, not exceeding ten days at any one time. Francbise may be attached. § 11, post. § 10. At such sale, the person who will pay said execution and all legal costs and ex- penses thereon, and take the said franchise for the shortest time, shall be considered the highest bidder; and the officer's return to the execution, shall transfer to such pur- chaser all the privileges and powers which belonged to said corporation, so far as re- lates to the right of taking toll; and the offi- cer selling shall, forthwith, put the pur- chaser in possession of all toll-houses, or gates, belonging to the corporation, in any county of the State; and such purchaser shall be entitled to demand and receive all tolls that may accrue during the term of his purchase, in the same manner as the cor- poration was authorized to have the same; Provided, That the corporation shall, in all other respects, retain the powers and be lia- ble to tbe duties conferred, or imposed, by their ciiarter; And Provided also. That said corporation may, within three months from the sale, redeem the said franchise by pay- ing to the purchaser the amount paid by him, with twelve per cent, interest thereon. Attached on Mesne Process. S 11. The said franchise of toll, with all its rights and incidents, shall also be liable to be attached on mesne process; and such pro- cess shall be served by an attested copy, witli the officer's return thereon being left with the treasurer, clerk, or some director of the company, thirty days before the re- turn day thereof. § 12. When any damages shall have been assessed against a corporation, by verdict, inquest, or otherwise, for injury done to property, if such damages shall remain un- paid for one mouth after the final accept- ance of such report, or verdict, the party to whom such damages are assessed shall, on application, be entitled to a warrant of dis- tress against said corporation for said dam- ages, and interest thereon, and costs; which warrant may be executed in the same man- ner as hereinbefore provided for the levying and satisfaction of executions. Attachment of Stock. § 13. The shares of any person in any in- corporated company, with all the rights thereto belonging, may be attached for debt, or other demands; and so many of said shares may be sold at public vendue, to the highest bidder, as shall be sufficient to satisfy the debt, or other demand, interest and costs, upon an order issued therefor by the court from Avhich the attachment pro- cess issued, and after such notice as is re- quired for sales upon execution process. If the debtor lives out of the county, a copy of the advertisement shall also be forwarded by mail to his address ten days before the sale, and shall be published in a newspaper printed in the county of his residence, if there be anj\ See §§ 14-17, and ch. 90. vol. 14, at p. 9. Cor- poration subject to attachment and garnishment. See ch. 182, vol. 15, at p. 23. § 14. When stock shall be so attached, a certified copy of the process shall be left by the officer with the president, cashier, or treasurer of the company, who shall give such officer a certificate of the number of shares held, or owned, by the debtor in such company, with the number, or other marks, distinguishing the same, anything in the charter, or by-laws of said company, to the contrary notwithstanding. § 15. If the shares of stock, or any of them, be sold as aforesaid, any assignment, or DELAWARE. Attachment; canuing companies — Laws, ch. 90, v. 14, ch. 152, v. 14. trausfer thereof, by the debtor, after attach- ment so laid, shall be void; and if, after sale made and confirmed, a certified copy of the order of sale and return be left Avith such president, cashier, or treasurer, the purchaser shall be thereby entitled to the shares so purchased, and all income, or dividends. Avhich may have been declared, or become payable thereon since the attachment laid; and such sale, returned and confirmed, shall transfer the shares sold to the purchaser, as fully as if the debtor, or defendant, had transferred the same to him according to the charter and liy-laws of the company; any- thing in said charter, or by-laws, to the con- trary notwithstanding; Provided, That no order of sale shall be issued until after final judgment shall be rendered in any case. § IG. The money arising from the sale of such shares shall be supplied and paid, by the officer receiving the same, as by law' is directed as to the sale of personal property in cases of attachment. § 17. Any proceedings under this chapter may be had in any county in which eithe' the creditor, or the president, cashier, treas- urer, or any director of such corporatiou may reside, or in which there mav be a toll- house, or gate, of such company. ADDlTIONAIi ACTS. To decl.ire certain corporations subject to at- tachmont laws. Authorizing incorporation of companies for canning purposes. Chapter 90, Vol. 14. AN ACT concerning corporations. Section 1. That all corporations (doing busi- ness in) this State, except banks, saving in stitutions and loan associations, shall be and they hereby are declared subject to the State of Delaware, as already provided in the case of individuals; (but insurance com- panies shall not be liable to attachment ex- cept only as to moneys due in consequence of the happening of the rislv provided for in the policy of insurance.^ and said corpora- tions shall be summoned as garnishee, for which purpose service of the summons upon the president, treasurer, cashier, or paying clerk, as provided in othe*: attachment cases, shall be sufl3cient to render said officers and the corporation subject to all the liabilities provided by the aforesaid laws, and the an- swer of the officers so served with attach- ment process shall be enforced in the same manner as is now provided by law in cases where an individual was summoned as garnishee. (Passed at Dover, March 23, 1S71.) See ch. 70, §§ 13-17; ch. 182. vol. 15, at p. 23. Chapter 152, Vol. 14. AN ACT authorizing the incorporation of companies for canning, manufacturing and preparing fruits and other products of the State for sale. Section 1. That any five or more persons may become incorporated for the purpose of drying, canning, manufacturing and pre- paring fruits and other products of the State for sale, by stating their corporate name, amount of capital, (which shall not be less than ten thousand dollars, nor more than one hundred thousand dollars), and their principal place of business, and certifying the same to the recorder of deeds of the county where such place of business is established. § 2. That all corporations thus formed shall be subject at all times to the general provisions of the laws of the State, appli- cable to such corporations. (Passed at Dover, March 21, 1871.) Chapter 147, Vol. 17, Laws of Delaware. AN ACT concerning private corporations. Sec. 1. 2 3,'. 4. 5. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. Corporate powers enumerated. Applicable to all future corporations. Powers not conferred. Liability of stockholders. Additional powers to corporations organ- ized to reclaim low lands. Building and loan association may sell accumulated funds at a premium. Certain powers withheld. This act applicable to all corporations. Applicable to any corporation organized under any general law. Who may become incorporated. Certificate; contents, how executed, etc. Publication and filing of certificate. Certificate as evidence. When incorporated; proviso. Subsequent corporations may exercise powers herein granted. Place of business out of the State; pro- viso. Business, how and by whom conducted. Oflicers, how chosen, etc. Proxies; notice of lirst meeting; increase of stock. Assessments. How enforced. Certificate of olBcers of stock paid in; liability of oflicers. Dissolution; duty of directors, etc. List of stockholders, how kept. Elections, how conducted. Jurisdiction of superior court. New election may be held. When by-laws regulating elections valid. , Meetings. Where held. Meetings other than legal, how called. What constitutes payment of stock. What directors may purchase. Officers liable for Issuing false certifi- cates or notices. In case of dissolution, trustees' powers. Trustees' liabilities. Corporate existence continued for certain objects. Jurisdiction of the chancellor. Same. Debts. How adjusted. Distribution. Lien for wages. " Laborers," what to include. Title to real and personal estate. In whom vested. 10 DELAWARE. Corporate powers — Laws, ch. 147, v, 17, § 1. Sec. 40. Civil action not to abate. 41. When action on the case will lie. 42. When couiiiany liable. 43. When provisions of this act applicable to existiufT corporations. 44. How time of charter may be extended. 45. I'rovisions relating to stockholders in- clude members. 46. Secretary of State to collect State tax. Sectiou 1. That every corporation, as such, shall be deemed to have power: I. To have succession, by its corporate uaiue, for the period limited in its charter or certfficate of incorporation, not exceeding twenty years, and when no period is limited, for twenty years, except corporations created by act of assembly for public improvement; See ch. 70. §§ 1, 2. II. To sue and be sued, complain and de- fend in any court of law or equity; Franchise may be sold on execution. Ch. 70, §§ 9, 10. And attached. § 11. Mode of suing corporation. Ch. 70, §§ 6-8. See §§ 40, 41, post, and ch. 106, p. 23. [Corporations are entitled to the same protection to their property as are individuals. Smyrna, etc., Co. V. Whilldin, 4 Harr. 228. Civil corporations, whether public or private, are subject to the general law of the land, and amenable to the judicial tribunal for the proper exercise of their powers. State v. Citv, 3 Harr. 294, 299. Assumpsit will He against a corporation. Wilson V. Mfg. Co., 2 Harr. 67, 70. A corporation can make contracts in other States, and may be sued by service on its agen- cies in other jurisdictions. Derringer's Admr. v. Derringer's Admr., 5 Houst. 416, 431. Where the pi-esident of a corporation which has no seal, executes articles of agreement as president, under his hand, and a common scroll for a seal, covenant will lie neither against him personally nor against the company. McCaulley v. Jenney, 5 Houst. 32. But if it was done with the sanction and consent of the company, the company might be liable in another form of ac- tion. Id. Trover will He for a corporate certificate of stock in an incorporated company. Stewart v. Bright, 6 Houst. 344 et seq. No action will lie on a stock subscription, where the terms of the subscription contain no promise to pay, and the charter only authorizes a for- feiture of stock for non-paj-ment. Odd Fellows, etc. V. Glazier, o Harr. 172 et seq. A corporation cannot be summoned as a gar- nishee. Holland v. Leslie, 2 Harr. 306. When a corporation holds money belonging to an indi- vidual, a creditor of the latter might, perhaps. « go into equity and stop the money in the hands of the corporation, if there is insolvency and dan- ger of losing the money. Id. Corporation books are evidence in a suit be- tween the company and a corporator. Jefferson V. Stewart, 4 Harr. 82. The by-laws of a corporation are evidence to show the liability of its officers, though they be not members of the corporation. Bank v. Wol- laston, 3 Harr. 90. The court cannot presume a by-law of a cor- poration, although ujion an issue of fact depend- ing before them they may instruct the jury to find one, upon evidence of long and ancient usage. State v. City. 3 Harr. 294 (3001. A corporation created by statute in another State to administer on the estate of deceased persons in that State, having done so, may sue as such administrator in the courts of this State for a debt due the decedent in this State. Der- ringer's Admr. v. Derringer's Admr., 5 Houst. 416 (423). In an indictment for larceny, where the owner- ship of the property is in an incorporated com- pany, it need not be averred that such company was a corporation in this State, nor proof made by the production of its charter or a legal cop3' thereof that it was such at the time the offense was alleged to have been committed. State v. Fitzpatrick, 9 Del. 385; s. c, 32 Atl. Rep. 1072.] III. To make and use a common seal, and alter the same at pleasure; [A seal is no more necessary to render valid the act and contract of a corporation, than it would be in the case of an individual; and where the latter would be bound without a seal, so will the cor- poration. Derringer's Admr. v. Derringer's Admr., 5 Houst. 410 (427); Bancroft v. Wil. Conf. Acad., id. 577 (579 et seq.); Vandergrift v. R. R. Co., 2 id. 287 (298). No words of intestimonium, nor any words re- ferring to the seal at all, are necessary to the validitv of an instrument under seal of a cor- poration. Conine v. R. R. Co., 3 Houst. 288 (298). When the common seal of a corporation ap- pears to be aflixed to an instrument, and the signature of a proper officer is proved or admitted, tins is prima facie evidence that the seal was affixed with proper authority; and, although it may be controverted, the burden of proof rests on the partv objecting to it. Conine v. R. R. Co., 3 Houst. 288 (290, 297). In an action of covenant against a corporation a contract made and executed by a committee of the board of directors, but not under the cor- porate seal, is not evidence, although the con- tract was actuallv recognized and acted upon b.v the company. Randel v. Canal Co., 1 Harr. 2.33 (285).] IV. To hold, purchase and convey such real and personal estate as the puiijoses of the corporation shall require, not exceeding the amount limited in its charter, and all other real estate Avhich shall have been bona fide mortgaged to the said company by way of security, or conveyed to them in satis- faction of debts previously contracted in the course of dealings, or purchased at sales upon judgments or decree which shall be obtained for such debts; and to mortgage any sucli real or personal estate with tlieir franchises; the power to hold real and per- sonal estate shall include the power to take the same by devise or beqtiest, excepting when the same is forliidden by law in certain cases; Provided, however, That nothing herein contained shall prohibit manufactur- ing or trading corporations from accom- modating their customers by making pay- ments or disbursements out of any sum of nionej' received from such customers; V. To appoint such subordinate officers and agents as the business of the corpora- tion shall require, and to allow them a suitable compensation; [Notice to, or knowledge of, the authorized officer or agent of a corporation, binds the prin- cipal. Bank v. Tweed, 4 Houst. 225 (2.32). A corporation is bound by the acts of its agents within scope of his autliority. Richardson v. Lonn Assn.. 9 Del. .3.54; s. c, .32 Atl. Rep. 9.80. And also by acts without the scope of this au- DELAWARE. 11 Corporate power; drainage — Id., §§ 2-5. thority, if such acts be in any way recognized by the corporation as valid. Id.] VI. To make by-laws not inconsistent with the Constitution or laws of the United States or of this State, fixing and altering the num- ber of its directors for the management of its property, the regulation and government of its affairs, and for the certification and transfer of its stock, with penalties for the breach thereof not exceeding twenty doUai's; See § 26, post. [Tlie by-laws of a corporation are evidence to show liability of its ofHcprs, though they be not members of the corporation. Bank v. Wollaston, 3 Harr. 90. The court cannot prosume a by-law of a corporation, although upon an issue of fact depending before them they may instruct the jury to find one, upon evidence of long and an- cient usage. State v. City. 3 Harr. 204 (300).] YII. To wind up and dissolve itself, or be •\round up and dissolved in the manner here- after mentioned. See §§ 21 and 32 et seq., of this act. [Upon thp expiration of the period of its charter, a corporation becomes absolutely dissolved, and not merely dormant: its real estate reverts to the grantor, its personal estate vests in the people, and the debts to and from the corporation be- come extinguished; nor will those debts be re- vived by a legislative enactment reviving the ex- tinct corporation. Bank v. Lockwood's Admr., 2 Harr. 8.] § 2. The powers enumerated in the pre- ceding section shall vest in every corpora- tion that shall hereafter be created, although they may not be specified in its charter, or in the act or certificate under which it shall be incorporated. In addition to the powers enumerated in the first section of this act, and to those expressly given in its charter, no corporation shall possess or exercise any corporate powers except such as shall be necessary to the exercise of the powers so enumerated and given. See ch. VO. S§ 1, See §§ 5-7, post. [A corporation cannot, in general, make any contract which is not necessar.v, directly or in- cidentally, for the objects of Its corporation; but \1 may make any contract, either as principal or surety, proper to the ordinary means of carry- ing on its business. Derringer's Admr. v. Der- ringer's Admr., 5 Houst. 410 (428).] § 3. No corporation created imder this act shall, by any implication or construction, be deemed to possess the power of discounting bills, notes, or other evidences of debt, or receiving deposits, of buying gold or silver bullion, or foreign coins, of buying and selling bills of exchange, or of issuing bills, notes, or other evidences of debt upon loan for circulation as money. § 4. "When the whole capital stock of a corporation shall not have been paid in, and 15 the capital paid shall be insufBcient to satisfy the claims of fts creditors, each stockholder shall be bound to pay on each share held by him the sum necessary to complete the amount of such share, as fixed by the charter of the company or its certificate of incorpo- ration, or such proportion of that sum as shall be required to satisfy the debts of the companj-. Stork may be attached and sold. Ch. 70, §§ 13-17. Dividends. S 7, post. [An action of indebitatus assumpsit will lie at the suit of a subscriber to the capital stock of a corporation, when. Taylor v. Jackson, 5 TInimt. 224 (230 et seq.).] § .5. Any companj' created under this act for the drainage of low lands shall, in ad- dition to other powers conferred by this act, have power, for the purpose of the reclama- tion of low lands by ditching, draining and bringing them into cultivation, to enter upon any lauds that, in the opinion of the directors or mana.jrers, will be benefited by the opera- tions to be iierformed by the company, and with their worlcmen, laborers, teams, etc., to cut and malce, and when made, from time to time, to clear out and scour all such ditches or drains as in the opinion of such directors or managers shall be necessary for effectually draining and reclaiming the said lands. Before taking any steps, however, to accomplish the ends of its incorporation, the said company shall apply to the superior court for the appointment of commissioners to go upon the land through, along or across which the ditches of the said company are proposed to be cut, and view the same and determine whether any or which of them will be benefited by the same, and to make a return of their proceedings in the premises to the recorder, with a survey of the pro- posed ditches, showing their course, and the lands, by cener.il designation through, along or across which they will run and to be benefited thereby, and the probable cost of making the improvements. They shall also relurn a valuation of the several parcels of land to be benefited b.v such improvements. Should there be upon the lines of the com- pany's works any lands through, along or across which the ditches are to be made that will be injured by the making of them, they shall estimate such damage in money, and the same shall be paid to the owner, or, in case of his refusal to receive it, or ab- .sence from the State, or inability by reason of legal disability, it shall be deposited to his credit in the Farmers' Bank, or that branch thereof at the county seat, before the company shall have any right to construct or make their works through such land. The return of tlie commissioners shall be final and conclusive upon all parties, and shall be the basis upon which tlie taxes of the coiu- I)any are to be laid. It shall continue until a majority of the taxables demand a new 12 DELAAVARE. Drainage; dividends — Id., §§ 6, 7. one, proceedings for which sliall be lalvcu in the said court by petition, and the prayer of the petition frranted if in tlie opinion of the court such new valuation is proper to be made at the time. Before any commissions appointed under this .section proceed to act they shall be sworn or attirmed. before a justice of the peace, to perform the duties of their appointment with fidelity, w-hich qualification must be certified upon their re- turn. When record is made of the return, the original shall be delivered over to the company, and it, or the records, or any office copy of the latter, shall be evidence. The commissioners shall be each paid by the company two dollars for each day employed by them' under this a<'t. and the surveyor for his survey and plot (Including fee of one . Any building or building and loan as- sociation created under this act shall, in addition to the other powers herein granted, have power to sell its accumulated funds to and among its stockholders at any premium which may be obtained for the same, and I when such funds cannot be loaned to any 1 stockholder at par they may be loaned to I any pei'son not a stockholder at any rate of interest not exceeding six per cent. See Act of April 11, 1S0.3. at p. 20. § 7. It shall not be lawful for the directors of any liank or moneyed or manufacturing corporation in this State, or any corporation created under this act, to make dividends, except from the surjilus or net profits arising from the business of the corporation, nor to divide, withdraw, or in any way pay to the stoclvholders, or any of them, any part of the capital stock of the said corporation, or to reduce the said capital stock, except ac- cording to this act, without the consent of the legislature; and. in case of any violation of the proA'isions of this section, the di- rectors, under whose administration the same may happen, shall, in their individual capacities, jointly and severally, be liable at any time within the period of six years after paying any such dividends to the said cor- poration, and to the creditors thereof in the event of its dissolution or insoh'ency, to the full amount of the dJAideud made or capital stock so divided. Avithdrawn. paid out or re- duced, with legal interest on the same from tho. time such liability accrued; Provided, That any of the said directors who may have been absent when the same was done, or who may have dissented from the act or DELAWAEE. 13 Corporate powers; certificate of iucorporation — Id., §§ 8-11. resoluTiiiu by which the same was clone, may respectively exonerate tliemselves from such liability by causing their dissent to be en- tered at large on the minutes of the said directors at the time the same is done, or fortliwith after they shall have notice of the same, and by causing a true copy of the dis- sent so entered on the minutes to be pub- lished within two weelcs after the same shall have been entered on said mintites, in some public newspaper published in tlie county where the said corporation has its principal office or place of business, and if none be published in said county, then in a news- paper printed in an adjoining county and circidating in the neighborliood of such office or i)lace of business of said corporation; And Provided, also, That this section shall not be construed to prevent a division and distribution of the capital stock of the cor- poration which shall remain after the pay- ment of all its debts upon the dissolution of the corporation or the expiration of its charter. § S. If any act shall hereafter be passed by the legislature of this State which shall create any corporation, such corporation shall Immediately l>e vested with and pos- sessed of all powers in this act specified and set forth, subject to all provisions therein contained, unless such special act incorpo- rating the same shall otherwise, in whole or in part, direct to the contrary. See Const., art. II, 5 17, note. [A mere act of Inoorpor.ation cannot of itself create an existing corporation; it must afterward be orsr.anized and established, in order to give it any life as a corporation. R. R. Co. v. R. R. Co., 5 Houst. 127 (132. 133). An express acceptance of an act of incorpora- tion is not essential to the corporate existence un- less reciuired by the act itself. An acceptance or concurrence must exist, but it will be implied from the fact of seeking corporate existence and the exercise of corporate jiowers. Logan v. Mc- Allister, 2 Del. Ch. 176 (180).] § 9. Any corporation organized under any general law of the legislature, now or here- after to be passed, shall, in addition to the powers and restrictions tliereon to which it may become subject, or of which it shall be possessed by virtue of its organization and tlie act authorizing the same, be additionally possessed of all the powers, and be suliject to all restrictions thereon in this act con- tained, so far as the same are consistent with the act under which it may as afore- said be organized. § 10. It shall be lawful for three or more persons to becoiue incon:>orated under the provisions of this act for purpose of carry- ing on any manufacturing l)uslness, for the business of preserving animal and vegetable food, for draining low lauds, for l)uildiug and loan associations, (for homestead com- panies to be operated under the Caldwell system), or for religious, charitable and literarj' purposes. See Const., art. II, § 17; and ch. 70, § 4. Mode of incorporating. §§ 11 et seq., of this chapter. § 11. The certificate of incorporation shall set fortli: I. Tlie corporate name; II. The oljject of the incorporation and the location of the principal place of business, if it be for business purposes; j III. The amount of capital stock, the nura- ' ber and par value of shares, and the amount to be paid in before commencing business, which shall not be less than ten per cent, of tlie whole capital. This shall not apply to religious, cliaritable and literary corpora- tions, unless it be desired to have a capital stock. In case of such corporations the elec- tion not to have a capital stock shall be stated in lieu of the amount thereof, and the conditions of membership shall also be stated: IV. The name and residence of the original subscribers to the capital stock, or, if there be no stock, of tlie original corporators; V. The periods at which the corporation shall coiumence and terminate, not exceed- ing twenty years; VI. The value of real and personal estate of which the corporation may become seized and possessed. The certificate may also contain any limi- tation upon the powers of the corporation, the directors, and the stockholders, which luay be desired by the parties signing the same; Provided such limitation does not at- tempt to exempt the corporation, the di- rectors, or the stockholders from the per- formance of any duty imposed by this act or any law of this State. The certificate shall be signed by the original coiiwrators, or a majority of them, and shall be aclcnowledged, before any offi- cer authorized by the laws of this State to take acknowledgments of deeds, to be the act and deed of the signers, respectively, and that the facts therein stated are truly set forth. Amendments and alterations of the original certificate may be made by a supplemental ccrtlfi(•atc^ presented, aiiproved, filed and re- corded In tiie same manner in every respect as is i^rovided in reference to the original certificate. Powers. Ch. 70, § 1; ch. 147. § 1. [An amendment or supplement to the charter of a compan.v is not an act of incorporation, and hence does not require the concurrence of both branches of the legislature, unless the act con- fers additional rights and franchises of a cor- porate nature, or confirms rights already existing in the company. I'.ailey v. R. R. Co.. 4 Ilarr. .^St). It is well settled that tlie legislature can bind the State by a provision in the charter of a cor- poration, not to tax for a given time the fran- 14 DELAWAKE. Certilitato of iuroriiuiation; directors; ofliccrs — Id., §§ 12-17. ohises or property of such corporation, further than Is agreed in tlie charter. State v. Banls, 2 Hoiist. 99 (IIG et seq.). But such a i)rovisiou will not be implied, but must be clearly expressed. Id.J § 12. The said certificate shall be presented to the associate judge of the couuty in which the principal place of business of the pro- posed corporation is located. Notice of the intention to apply for incorporation shall be published daily (if there be a daily paper published in the county) in two newspapers of the county for at least ten days im- mediately prior to the application. If there- be no daily paper in the county, then foi three successive issues. Satisfactory proof of the publication shall be made to the judge, who may, in any case, require any further publication which he may deem necessary. It shall be the duty of the judge to peruse and examine the said certificate, and if, after such perusal and examination, it still appear to the said judge that the purposes of the proposed incorporation are lawful and in- volve nothing detrimental to the public interest and welfare, that the certificate is in proper form, tliat the proposed amount of the capital stock and value of real and per sonal estate Avhich the corporation may ac- quire are proper with respect to the purpose of the incorporation, and that a majority of the corporators named in the certificate are then bona fide residents of this State, it shall be his duty to indorse thereon his ap- proval and to transmit the said certificate so indorsed to the secretary of State to be filed in his office, and a copy of the same, furnished and certified by the said secretai-y, under his hand and the seal of his oflice, shall be recoi-ded in the recorder's office of the county in which the application afore- said is made. § 13. The original copy of said certificate fm-nished by the secretary of State, when the same has been certified by the recorder to have been recorded, or the record thereof, or a duly certified copy of such record, shall be evidence in any court of law or equity. § 14. Upon the making of the said certifi- cate, and its approval, filing and recording as aforesaid, the persons therein named as original subscribers or corporators, their successors and assigns, shall be, from the time of commencement mentioned in said certificate and until the time limited therein for the termination thereof, a body corporate and politic in law and in fact, by the name mentioned in said certificate; Provided, That the legislature may at pleasure dissolve any corporation created by virtue of this act. or alter and amend its charter. Corporations created by legislative enactment. §§ 8, 9. Legislative power. See Const., art. II S 17. § 15. All companies that may be hereafter established within this State, under the pro- visions hereinbefore contained, or under any law of this State, and also the officers of every such company, and the stockholders tlieroin, may exercise the powers and shall be governed by tlie provisions and be sub- ject to the liabilities hereinbefore and here- inafter provided. § 10. Any company organized as aforesaid n.e duly held on the day designated and ap- pointed by the act incorporating such bank or other incorporated company, or the cer- tificate of incorporation, or by the by-laws of any such corporation, it shall be the duty of the president and directors of such bank, or over, March 14, 1883. Section 1. That the certificate of incorpora- tion of building, or building and loan asso- ciations to be created under the act entitled " An Act concerning private corporations," passed at Dover, Marcli 14, 1S8.S, shall not be required to state an amount of the capital stock to be paid in before commencing busi- ness, and no percentage of said stock shall be required to be paid in before the associa- tion shall be organized and commence business. § 2. Tliat whenever any one of the cor- porators named in the certificate of incor- poration, to be filed under the act of which this is a supplement, or any corporator named in any act of incorporation liereio- fore or hereafter passed in this State, or any commissioner appointed in any such act of incorporation to take subscriptions for capi- tal stock, shall have died before the organi- zation of sucli corporation, tlieii, and in such case, the powers vested in such corporators or commissioners shall thereafter be vested in tlie survivor or survivors of sucli cor- porator or commissioner. (Passed at Dover, April 11, 1893.) Chapter 703, Vol. 19. AX ACT in relation to foreign corporations doing business in this State. Section 1. (As amended April 19, 189.").) That it shall not be lawful for any corpora- tion created by the laws of any other State, or the laws of the United States, to do any business in this State through or by branch offices, agents or representatives located in this State, until it shall have filed in the office of the secretary of state of this State a certified copy of its charter and the name or names of its authorized agent or agents in this State, together witli a sworn state- ment of the assets and liabilities of such company or corporation, and paid the secre- tary of state, for the use of the State, fifty dollars ($50); and the certificate of the sec- retary of state under his seal of office, of the filing of sucli cliarter, shall be delivered to such agent or agents upon the payment to said secretary of state of the usual fees for making certified copies, shall be prima facie evidence of such company's right to do business in this State. " Provided, however. That no such corpo- i-ation as aforesaid shall, within the limits of this State, by any implication or construc- tion, be deemed to possess the power of discounting bills, notes, or other evidence of del)t, of receiving deposits, of buying gold or silver bullion or foreign coin, or buying and selling bills of exchange, or of issuing bills, notes, or other evidences of debt upon loan for circulation as money, anything in its charter or articles of incon)oration to the contrary thereof notwithstanding. '"And provided further. That all certificates to be hereafter issued by the secretaiy of state under the provisions of tliis act shall expressly set forth the limitations and re- strictions contained in the preceding pro- viso." § 2. That any person or persons, agent, officer, or eiiirdoye of any foreign corpora- tion who shall transact any business within this State for any such foreign corporation without the provisions of this act being first complied with sliall be guilty of a misde- meanor, and ui)on conviction tliereof shall be punislied by fine not exceeding one tliou- sand dollars, at the discretion of the court; DELAWARE. 21 I'eace and order; foreign insurance companies — Ch. 148, v. 17; ch. 179, v, 14. Provided, however, That the provisions of this act shall not apply to fire insurance companies doing business in this State. (Passed at Dover, April 28, 1893.) [A foreigu corporation, acting as an adminis- trator, may, by its treasurer, make probate of a debt. Derringer's Admr. v. Derringer's Admr 6 Houst. 64 (79 et sea.)] Chapter 148, Vol. 17. AX ACT for the preservation of peace and good order. Section 1. That corporations owning or using any railroad, steamboat, canal, rolling mill, shipyard, car factory, or manufactur- ing establishment of any Ivind. within this State, may, jointly or severally, from time to time, apply, by petition, to the governor to commission such person or persons as the said coiiioration or corporations may designate, to act as special constables for the protection of the property of said coiTpora- tion or corporations, and for the preservation of peace and good order on their respective premises, railroad trains, or steamboats, and also for the protection of persons travelling thereon. § 2. The goveraor, upon such application, may, if he thinks it proper so to do. appoint such persons, or so many of them as he may deem proper, to be such special con- stables, and shall issue to evei"y person so ap])ointed a commission for tlie term of two years, unless soy the governor, one whereof shall be mailed to the special constable and the other filed in the recorder's office where the commission is recorded and noted on the record of said commission. § 4. That the compensation of every such special constable shall l>e wlioUy paid by the corporation or coriwratious ujion whose petition he was appointed, and neither the I State nor any county thereof shall be re- sponsible for any part of such compensation, j § 5. This act shall be deoraed and taken to be a public act, and published as such. (Passed at Dover, February 27, 1883.) See similar provisions in Maryland. Chapter 181, Vol. 19. AX ACT for the benefit of creditors and stockholders of insolvent corporations. Section 1. That whenever a corporation shall be insolvent, the chancellor, on the application and for the benefit of any credi- tor or stockholder thereof, may, at any time, fn his discretion, appoint one or more per- sons to be receivers of and for such corpora- tion, to take charge of the estate, effects, business and affairs thereof, and to collect the outstanding debts, claims, and property due and belonging to the company, with power to prosecute and defend, in tlie name of the corporation or otherwise, all claims or suits, to appoint an agent or agents under them, and to do all other acts which might be done by such corporation and may be necessary and proper; tlie powers of such receivers to be such and continued so long as the chancellor shall think necessary; Pro- vided, however, That the provisions of this act shall not applj* to coi-poratious for public improvement. (Pas«-ed at Dover, March 2.5, 1891.) Chapter 179, Vol. 14. AX' ACT in relation to foreign insurance companies doing business in the State of Delaware. Section 1. That whenever the existing or future laws of any other State of the Unites be valid and conclusive as if said deed had been in all respects acknowl- edged, and the acknowledgment certified in accordance with the then existing laws. (I*assed at Dover, February 25, 1897.) Act 2. AN ACT to equalize taxation for State and county purposes. Be it enacted by the Senate and House of Representatives of tlie State of Delaware in Genei'al Assembly met: § 4. The president and secx'etary of all coiTiorations and associations liable to taxa- tion under this act shall, on the first day of De. Any officer of any corporation or asso- ciation failing? to make return or report as herein reciuired shall be guilty of a misde- meanor, and upon conviction thereof shall pay a line of not less than ten nor more than live hundred dollars or be imprisoned not less than ten days nor more than six months. § 14. That all acts and parts of acts incon- sistent witli this act are herebv repealed. (Passed at Dover, May 20, 1897.) Act 3. A supplement to an act, entitled "An Act to equalize taji:ation for State and county purposes," passed at Dover, May 20, 1897. Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly met: Section 1. That in any of the affidavits re- qitired by the act entitled " An act to equal- ize taxation for State and county purposes." pased at Dover. May 20, 1897, the presfdeut, secretary, treasurer or cashier of a corpora- tion may make the same on behalf of said corporation, or any member of a firm or part- nership on behalf of said firm or partnership. (Passed at Dover, May 20, 1897.) Act 4. AX ACT in relation to foreign coi-porations. Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly met: Section 1. That no foreign corporation shall engage in, prosecute or transact any business of any kind within the limits of this State on or after the first day of June, A. D., 1897, without, in addition to what is now required by the laws of this State, first filing a certificate under its corporate seal and the hand of its president or head officer, attested by its secretary, in the office of the prothonotary of the superior court of the State of Delaware in each of the coun- ties of this State, designating the name and residence of some person or agent within this St^te upon whom service of process may be made. § 2. That all process sued out of this Stlied with all of the pro visions of this act. shall be guilty of a misde- meanor, and upon conviction there H regulating elections, when to be made 1 ' CANNING COMPANIES: creation of 9 CAPITAL STOCK: not to be withdrawn 12 amount, certificate to state 12 subscribers, certificate to state names 13 16 28 INDEX TO DELAWARE. CAPITAL STOCK — (Continued): Page. increase, meetings for 15 supplemental certificate for 15 certificate of amount paid, etc 16 paid in money 18 CERTIFICATE OF INCORPORATION: ■nhat to set forth 13 signed by incorporators 13 amendments and alterations 13 associate judge to approve 14 publication of application 14 to be recorded in office of secretary of state 14 copy of, as evidence 14 CHARTERS (See Certificate of Incorporation): granted under general law 5 amendments by general laws 5 forfeitures, general assembly to provide for 5 acceptance of constitution before amendment 6 continuance after annulment or expiration 7 of foreign corporation to be filed 20 fees 20 CONVEYANCES: by certain corporations, legalized 24 CORPORATIONS: created under general laws 5 CREDIT: county, city or town not to loan 5 CREDITORS: liability of stockholders to 11 of directors for illegal dividends 12 for loans to stockholders 18 for false certificates and notices 18 distribution of assets among 19 DIRECTORS: elections, stockholder entitled to one vote G bonds of ofiicers 7 number, by-laws to fix or alter 11 dividends from surplus profits 12 capital not to be withdrawn 12 liability for illegal dividends, etc 12 dissent may be entered 12, 13 business to be managed by 14 must be stockholders 14 not less than three 14 election by stockholders 14 president, how elected 14 failure to elect not to dissolve 14 vacancies, how filled 14 assessments levied by. (See Assessments.) 15, 16 certificate fixing capital stock 1(5 voluntary dissolution, resolution 16 election of, list of stockholders 16, 17 to be by ballot 17 executors, etc., may vote 17 director not to be inspector 17 court may inquire into 17 not held on regular day 17 by-laws regulating, when to be made 17 INDEX TO DELAWARE. 29 DIRECTORS — (Continued) : Page. may havo office out of state ly purchase of property by 18 trustees on dissolution 18 powers and duties IS, It) liability, how enforced It) DISSOLUTION: corporation may effect 11 A'oluutary, resolution of directors IG stockholders meeting for IG certificate for, of secretary of state 10 publication of certificate 1(5 settlement of corporate affairs IG directors trustees for creditors on IS continuance after l"j receivers may be appointed 11) and trustees to pay debts lU distribution of assets 19 lien of laborers on assets 19 property to vest in stockholders T.) action not to abate 19 DIVIDENDS: to be made from surplus profits 12 illegal, liability of directors for 112 DRAINAGE: of low lands, corporations for 11 appointment of commissioners 11 owners benefited to be assessed, etc 11, 12 powers and duties of commissioners 11 ELECTION: of directors, list of stockholders 10, 17 transfer-book, evidence of right to vote 17 to be by ballot 17 executors, etc., may vote 17 director not to act as inspector 17 court to inquire into 17 not held on regular day 17 by-laws regulating, when to be made 17 EXECUTOR: may vote as stockholder 17 EXISTENCE, CORPORATE: expiration, continuance after 7 duration, of private corporations 10 certificate to set forth 13 continuance after dissolution 19 extension of, certificate to be filed 20 EXPRESS COMPANIES: charges regulated 22 FALSE: certificates and notices, liability of oflScers 18 FEES: for filing and certifying charters 20, 24 for filing charter of foreign corporation 20 FIRE INSURANCE COMPANIES: policies, provisions respecting 22 30 INDEX TO DELAWARE. FOREIGN CORPORATIONS: rage. agent to be designated for service of process 6 service of process on 25 designation to be recorded 25 change of designation 25 penalty for failure to designate 25 copy of charter to be filed 20 certificate issued to 20 proceedings by attachment against 23 FORFEITURES: of charters and franchises, general assembly to provide 5 FRANCHISES: forfeiture, general assembly to provide for 5 of toll companies, sale of H rights of purchasers 8 redemption 8 attached on mesne process 8 FRUITS: corporations for canning or preparing 9 GOVERNOR: to appoint special constables 21 GUARDIAN: may vote as stockholder 17 INSOLVENT CORPORATIONS: lien of laborers on assets 19 receivers may be appointed for 21 INSURANCE CORPORATIONS: foreign, deposit of securities 21 LABORERS: lion of, on assets of insolvent corporation 19 LIABILITY: ot stockholders to creditors 11 of directors for illegal dividends 12 for loans to stockholders 18 for false notices and certificates 18 of officers, directors and stockholders, action to enforce 19 LIEN: of laborers on assets of insolvent corporation 19 LOAN: to stockholders, prohibited IS LOW LANDS: corporations for drainage 11 commissioners to be appointed 11 valuations to be determined 11 assessment of benefits 11 MEETINGS: by-laws to regulate 7, 15 quorum 7 first, how called 7, 15 voting at, by-laws to regulate 15 proxy, stockholders may vote by 15 increase of capital stock 15 to be held at principal place of business 18 called by stockholders 18 lOTDEX TO DELAWARE. 31 MESNE PROCESS: p^^ ^ franchise of toll company, attached on u MONEY: corporation not to issue notes, etc., as -i, MORTGAGE: corporations may execute iq NAME, CORPORATE: certificate to set forth 23 OFFICERS: corporation may appoint 7_ iq bonds of, when executed 7 election of, by directors 14 by-laws may prescribe qualifications 14 failure to elect not to dissolve 14 vacancies, how filled 14, 15 loans to stockholders IS liability for IS false notices and certificates by, liability 18 liability, action to enforce 19 OFFICES: out of state, corporation may have 14 PERSONAL PROPERTY: corporation may acquire and convey 10 value, certificate to set forth 13 PLACE OF BUSINESS: principal, certificate to set forth 13 what place deemed to be 14 books to be kept at 18 principal, to be within state 18 PLEADINGS: of incorporation, how made 23 POWERS, CORPORATE: prescribed generally 7 of private corporations 10 implied, what are 11 PRESIDENT (See Officers): election of 14 certificate to fix capital stock 10 PROCESS: designation by foreign corporation for service of 25 PROPERTY: not to be taken without compensation 5 PROXY: mode of voting, by-laws to provide 7 stockholders may vote by 15 PURPOSES: incorporation for certain 13 corporate, certificate to set forth 13 QUORUM: by-laws to provide " REAL PROPERTY: corporation may acquire and convey i'' value, certificate to set forth 13 32 IXDEX TO DELAWARE. RECEIVERS: Page. appointment on dissolution 19 distribution among creditors, etc 19 o( insolvent corporations -1 SEAL, COMMON: corporation to have 7, 10 SECRETARY (See Officers): election of !■! duties of 14 SERVICE: designation of agent by foreign corporation i^ of process on corporation 7 by publication ^ SPECIAL CONSTABLES: appointment of, to protect property of certain corporations 21 STATE TREASURER: report of unpaid taxes ^3 STOCK: not to be issued except for property, etc 6 attachment of, sale of ^ certified copy of process to be filed *^ sale void as against ^ certification and transfer, by-laws to regulate 11 certificates, stockholders to have 15 shares, deemed personal property 15 transfer, how made 15 as collateral security 15 assessments, levying of 15 enforcement of, collection 15. 16 sale of, for unpaid 16 issue of, in payment of property 18 capital, not to be withdrawn 12 amount, certificate to state 12 increase, meetings for 15 certificate for, to be filed 15 certificate of amount paid, etc 16 paid in money 18 STOCKHOLDERS: liabiUty to creditors 11 directors must be 14 election of 14 vote by proxy 15 certificate of shares 15 list of, prepared before election 17 open to inspection 17 election of directors. (See Election; Directors) 17 call of meeting, by publication of notice 18 loan not to be made to 18 liability of officer for making 18 liability, enforcement 19 SUBSCRIPTIONS: commissioners to receive, effect of death 20 SUCCESSION: corporation to have power of 10 SURETY CORPORATIONS: foreign, to file power of attorney 22 charter to be filed 22 INDEX TO DELAWARE. 33 SURETY CORPORATIONS — (Continued): Page, foreign, power to execute bonds, etc 22 bonds to be accepted 22 TAXATION: to be uniform 5 exemptiona prescribed by general law 5 of corporations, state treasurer to report unpaid 23 equalization of, for certain purposes 24, 25 TOLL COMPANIES: franchise, sale of, under execution H rights of purchasers H redemption 8 attachment on mesne process S warrant of distress ^ TRANSFER: of stock, how made 15 as collateral security 15 books, eA'idence of right to vote 17 TREASURER (See Officers): election of 1'* TRUSTEE: may vote as stockholder 17 VACANCIES: in offices, how filled I'i WIND UP (See Dissolution): corporation may H FLORIDA. TABLE OF CONTENTS. CONSTITUTIONAL PROVISIONS. Page. Declaration of rights 5 Art. III. Legislative power 5 IX. Taxation -, XVI. Miscellaneous provisions 5 REVISED STATUTES. Second Division. TITLE I. OF PROVISIONS APPLICABLE TO MORE THAX OXE COURT. Ch. 7. Locality of actions 6 11. Commencement of suits at law 19. Of executions 7 Fourth Division. TITLE I. CONTRACTS RELATIVE TO REAL AND PERSONAL PROPERTY. Ch. 1. Alienation by deed 8 TITLE III. CORPORATIONS. Ch. 1. General provisions g 2. Corporations for profit •) Fifth Division. Part First. Crimes. TITLE II. OFFENSES AND PUNISHMENTS. Ch. 4. Offenses against property 15 LEGISLATIVE ACTS SUBSEQUENT TO 1892. FLORIDA. coisrsTiTUTioisr of Florida- i88t. PROVISIONS RELATING TO CORPORATIONS. Declaration of Rights. Sec. 17. Laws impairing obligation of contracts, proliibited. ARTICLE III. Legislative Department. See. 25. General laws required for certain corpo- rations. ARTICLE IX. Taxation. Sec. 7. Taxes not to be levied for corporation. 8. Illegal taxes not to be removed, etc. 9. Credit of State or muniGipalities not to be loaned to corporations. ARTICLE XVI. Miscellaneous Provisions. Sec. 16. Corporate property sliall be taxed. 29. Private property not to be taken without compensation. DECLARATION OE RIGHTS. § 17. No * * * law impairing the obli- gation of contracts, .shall ever be passed. See § 2119. ARTICLE III. Legislative Department. § 25. The legislature shall provide by gen- eral law for incorporating such educational, agricultural, mechanical, mining and other useful companies or associations as may be deemed necessary. General laws for incorporation. §§ 2122-2127. ARTICLE IX. Taxation. § 7. No tax shall be levied for the benefit of any chartered company of the State, nor for paying interest on any bonds issued by such chartered companies, or by counties, or by corporations, for the above-mentioned purpose. § 8. No person or corporation shall be re- lieved by any court from the payment of any tax that may be illegal, or illegally or irregu- larly assessed, until he or it shall have paid sucli portion of his or its taxes as may be legal, and legally and regularly assessed. § 10. The credit of the State shall not be pledged or loaned to any individual, com- pany, corporation or association; nor shall the State become a joint owner or stock- holder in any companj^ association or corporation. The legislature shall not au- thorize any county, city, borough, township or incorporated district to become a stock- holder in any company, association or corpo- ration, or to obtain or appropriate money for, or to loan its credit to, any corporation, asso- ciation, institution or individual. ARTICLE XVI. Miscellaneous Provisions. § 16. The property of all corporations, ex- cept the property of a corporation which shall construct a ship or barge canal across the peninsula of Florida, if the legislature should so enact, whether heretofore or here- after incorpox'ated, shall be subject to taxa- tion unless such property be held and used exclusively for religious, scientific, munici>- pal, educational, literary or charitable pur- poses. See Revenue Act of 1893, at p. 17. [A transfer of property subject to taxation by persons in their individual caijacity to themselves as constituting a corporation, does not constitute such corporation an innocent purchaser of said property so as to defeat the State's claim for taxes thereon. Bloxhara v. R. R. Co., 35 Fla. 625; s. c, 17 So. Rep. 902. A corporation from which taxes are due the State cannot defeat the collection thereof oy vesting its property subject to taxation in an- other corporation, of which it remains a con- stituent part. Id.] § 29. No private property nor right of way shall be appropriated to the use of any cor- poration or individual until full compensa- tion therefor shall be first made to the owner, or first secured to him by deposit of money; which compensation, irrespective of any benefit from any improvement proposed by such corporation or individual, shall be ascertained by a jury of twelve men in a court of competent jurisdiction, as shall be prescribed by law. Eminent domain. § 2158. FLOKIDA. Locality of actions; commencement of suits — R. S., §§ 1001, 1011, 1019, 1023, 1024. REYISED STATUTES OF FLOEIDA- 1892. Second Division. Of Civil Courts. TITLE I. OP PROVISIONS APPLICABLE TO MORE THAN OXE COURT. CHAPTER VII. Locality of Actions. Sec. 1001. Suits against corporations. § 1001. Suits against domestic corporations shall be commenced only in the county (or Justice's district) where such corporation shall have or usually keep an office for the transaction of its customary business; and in the case of companies incorporated by other States or countries, and doing business in this State, suits shall be commenced in a county or justice's district wherein such company may have an agent or other repre- sentative. Corporation may sue and be sued. § 2121(2), note. Service of summons. §§ 1019-1024. CHAPTER XI. Commencement of Suits at Law. ARTICLE II. I'liOCESS, FORM OF. Sec. 1011. Against corporations. . § 1011. In all actions against any corpora- tion, it shall be sufficient to issue a summons to the proper officer, commanding him to summon the said corporation, by its corpo- rate name, to appear and answer the action on the pi'oper return day, which summons shall be returnable in the manner and sub- ject to the same rules and regulations as otlier process. See 21 Fla. 353; 12 id. 138. See § 2122(2), note. ARTICLE VI. TROGESS, HOW SERVED. Sec. 1019. Upon a private corporation. 1023. Effect of sen'ice upon a corporation. 1024. Service upon domestic corporation in tlie absence of oflicers or agents. § 1019. Process against a corporation, domestic or foreign, may be served: 1. Upon the president or vice-president or other head of the corporation. In the ab- sence of such head: 2. T'pon the cashier or tx'easurer, or secre- tary, or general manager; or, in the absence of all the above: 3. Upon any director of such company; or, in the absence of all of the above: 4. Upon any business agent resident in the county in which the action is brought. 5. If a foreign corporation shall have none of the foregoing officers or agents in this State, service may be made upon any agent transacting business for it in this State. Action to be commenced where. § 1001. of process. § 1011. See § 2121(2), note*. Form [Service of process on ofiicers. State et al. v. R. R. Co. et ai., 15 Fla. 201.] § 1023. After service upon a corporation, the same proceedings to final judgment shall be had against such corporation as are had in other suits at law after the return of execution of summons ad respondendum. § 1024. When process against any coii^ora- tion of this State cannot be served owing to the failure of said corporation to elect offi- cers or appoint agents, their absence from the State for a period of six months before the issuing of said writ, or because they are unknown, it shall be the duty of the officer to return said writ, with the causes of his inability to serve the same, and upon the return of said writ as aforesaid, the judge of the court from which the same shall have issued shall make an order at any time, setting forth the names of the parties, the nature of the action, suit or other pro- ceeding, the court in which the same has been instituted, and requiring the said cor- poration to appear and defend the said ac- tion, suit or other proceeding, and the publication of said order once a week for the space of two months in some newspaper published in the county in which said action, suit or other proceeding shall be instituted, shall be a full and sufficient notification to the said corporation of the institution of said action, suit or other proceeding. However no judgment by default or decree pro con- fesso shall be taken or rendered against said corporation until due proof shall have been made of the publication of said order, as hereinbefore provided. FLORIDA. Executions — R. S., §§ 1190, 1210-1216. CHAPTER XIX. Of Executions. ARTICLE I. GENERALLY. Bee. 1190. I*l-operty subject to levy. Execution. § 1190. * * * Stock in corporations, sliall l)e subject to levy and sale under exe- cution. Execution .igninst stockholders. §§ 2152, 2153. Equitable execution. § 1211. Execution against stock. S§ 1212-1218. ARTICLE III. EXECUTIONS AGAINST CORPORATIONS. Sec. 1210. Fi. fa. obtainable. 1211. Equitable executions by appointment of receiver. § 1210. Upon any judgment against any corporation, a plaintiff may sue out a fieri facias, and the writ of fieri facias may be levied as well on the cun-ent money as on the goods and chattels, laud and tenements of said corporation. § 1211. If such writ cannot be satisfied In whole or in part, for want of property of the defendant subject to levy and sale out of which to satisfy the same, upon petition of the judgment creditor, or of bis agent or attorney, the circuit court sitting in chan- cery within whose circuit such coqioration may have been doing business, or in which any of its effects are to be found, may by order sequestrate the property, things in ac- tion, goods and cliattels of such corporation, for the purpose of enforcing such judgment, and may appoint a receiver for the same, and the receiver so appointed shall be sub- ject to the rules prescribed by law for re- ceivers of the propei'ty of other judgment debtors. His ijower shall extend throughout the State. ARTICLE IV. AGAINST STOCK IN CORPO- RATIONS. Sec. 1212. What shares of stock subject to levy. 1213. Manner of levy. 1214. Officer may require exhibit of stock. 1215. Stock owned In corporations, how as- certained. 1216. Creditor to furnish description of stock. 1217. Effect of levy, 1218. Sale, manner of. § 1212. Shares of stock in any corporation Incorporated by the laws of this State shall be subject to levy of attachments and execu- tions, and to sale under executions on judg- ments or decrees of any court in this State. See §§ 1190, 1210, 1211, 2152, 2153. § 1213. Attachments or executions may be levied on such shares by the sheriff or other officer holding such process, exhibiting the same to the president, vice-president, gen- eral manager, or other chief otficer, or to the officer having custody of the stock books or transfer books of the corporation in which the attachment or judgment debtor may own shares of stock, and by informing such offi- cer that a levy is thereby made upon such debtor,'s sliaros of stock in such corporation, and such sheriff or other officer shall indorse such levy on such process. § 1214. At the time of making such levy as aforesaid, the officer holding such pro- cess shall demand of the officer of the cor- poration to whom the process shall be ex- hibited a statement in writing of the num1)er of shares of stock owned by such debtor in said cori>oration, together with the amount still due thereon. It shall be the duty of the said officer to furnish said statement at once to the said sheriff or other officer (who shall indorse the same on said process); and any officer of any corporation i-efusing or failing to make such statement upon such demand, or making an untrue statement in response to such demand, shall be guilty of a misdemeanor, and sliall, upon conviction, be fined a sum of not less than one Imndrod dollars or be imprisoned in the county jail not less than ten days. § 1215. If such attachment or execution creditor shall believe that the debtor owns shares of stock in said corporation at the time of the levy aforesaid Avhich do not ap- pear in the answer of the officers of the cor- poration to the demand of the sheriff or other officer holding the process to belong to the said debtor, he may propound interroga- tories to the officers of said corporation or any of them, and to the said debtor, touching the ownership of any shares of stock in said corpoi'ation by said debtor at the time of said levy, and the persons to whom such interrogatories are propounded shall be re- quii'ed to file their answers vmder oatli to the same within ten days in the office of the clerk of the circuit court of said county. And if any person shall refuse to answer such interrogatories, or shall answer auy of them untruly, he shall be guiltj' of a misde- meanor, and shall be fined not less than one hundred dollars or be Imprisoned not less than ten days in the couuty jail. If the an- swers to said interrogatories shall state the ownership by the said debtor of stock in said corporation not disclosed by the answers of the officers of said corporation, made imder section 1214, the sheriff or other officer hold- ing the said process shall indorse thereon a description of said stock. § 1216. If the creditor shall believe the answers of the officers of such corporation to the sheriff or other officer holding the pro- cess as aforesaid, and the answers of such officers of the corporation and the debtor, to said Inten-ogatories to state untruly the stock owned by such debtor, he may furnish to the sheriff or other officer holding the 8 FLORIDA. Executious; powers of corporations — R. S., §§ 1217, 1218, 2119-2121. process a description of the stock which he believes the debtor to own; and it shall be the duty of the sheriff or other officer to pro- ceed to sell the debtor's interest In such stock as hereinafter provided. § 1217. From the time of the levy of said process as provided In section twelve hun- dred and thirteen, all the shares owned by the said debtor in such corporation, no mat- ter how the description of it may be there- after ascertained, shall be bound thereby, and no transfer of the same not then entered upon the transfer book of the said cori^ora- tion shall be valid and effectual as against the levy of the said process. And if any person shall antedate or procure to be ante- dated any enti-y upon the books of said cor- poration for the purpose of avoiding the effect of the said levy, he shall be guilty of a misdemeanor, and shall upon conviction, be fined not less than one hundred dollars or be imprisoned in the county jail not lees than ten days. § 1218. Shares of stock levied upon as here- inbefore provided shall be sold in the same manner as other property levied upon. The notice of such sale shall contain a statement of the number of shares to be sold, the cor- poration in which said shares are held, the amount paid in thereon, and the amount un- paid. The sheriff or other officers conduct- ing said sale shall execute to the purchaser thereat a bill of sale of said shares, and such bill of sale shall vest in the purchaser all the title of the judgment debtor, and upon the presentation of such bill of sale to the secretary or other officer controlling the transfer books of such corporation, it shall be his duty to transfer the said stock from the judgment debtor to the purchaser. ARTICLE V. EXECUTION AGAINST STOCK- HOLDERS FOR CORPORATE DEBT. Sec. 1219. See section 2152. Fourth Division. Of Real and Personal Property. TITLE I. CONTRACTS RELATTVE TO REAL AND PERSONAL PROPERTY. CHAPTER I. Alienation by Deed. ARTICLE II. Sec. 1955. Conveyances by corporations. § 1955. Any corporation may convey lands by deed sealed with its common seal and signed in Its name by the president or chief executive officer of the corporation. See § 2121(4). TITLE III, CORPORATIONS. Oh. 1. General provisions. 2. Corporations for profit. CHAPTER I. General Provisions. Sec. 2119. This title extends to all corporations. 2120. Corporations not dissolved By failure to elect officers. 2121. Powers of corporations. § 2119. The provisions of this title shall ex- tend to all coiijorations, whether chartered by special act of the legislature or under general law in their respective classes, but shall not in anywise affect the validity of any Incorporation heretofore created. See Const., Dec. of Rights. § 17. § 2120. No corporations shall be deemed to be dissolved by failure to elect or appoint officers on the given day, but the officers previously elected or appointed shall hold their offices until the qualification of their successors. Dissolution. § 2154 et seq. Service of sum- mons when corporation falils to elect oflScers. § 1024. § 2121. Every coiijoration by virtue of Its existence as such shall have power: [Where a grant of power Is clearly defined, and no mode Is prescribed for Its exercise, corpora- tion may adopt such mode as, In its judgment, will secure the purpose contemplated. Ins. & Tr. Co. Y. Lanier, 5 Fla. 110.] 1. To have succession by its corporate name for the period limited In its charter and when no period is limited, perpetually. Change of name. §§ 2150, 2151. Misnomer In deed. § 2160. [Duration of franchise granted by legislature fixed by Constitution or by the enactment Itself. R. R. Co. V. Allen, 15 Fla. 637. Misnomer fatal to Indictment of officer. Alden V. State, 18 Fla. 187.] 2. To sue and be sued in any court of law or equity. See §§ 1001, 1011, 1019, 1023, 1024, 1190, 1210 et seq., and 2152 et seq. Corporation may sue Its members for arrears or other debts. § 2161. Want of legal organization not a defense. § 2159. [Corporation may sue on note made payable to agent. Ins. & Tr. Co. v. Gray, 3 Fla. 262. Action of trespass vl et armis will lie against a corporation. Edwards v. Bank, 1 Fla. 136. Form of action against corporation, how deter- mined. Land Co. v. Mitchell, 4 Fla. 192. Shareholder cannot testify for corporation. Ins. & Tr. Co. V. Cole. 4 Fla. 3.59. Corporation can maintain action upon an Impllea promise for collection of assessments. Kirksey v. Plankroad Co., 7 Fla. 23; 6 id. 262. dlstinpciiished. Injunction to restrain irreparable damage to vested rights. F., etc., R. R. Co. v. P., etc., R. R. Co., 10 Fla. 145. An Individual stockholder cannot prosecute an appeal from a judgment against the corporation of which he is a member. State v. R. R. Co., 15 Fla. 690. , ,. Unincorporated company cannot sue In Its com- pany name. Richardson v. Smith, 21 Fla. 336.] FLORIDA. Powers of corporations; incorporation — R. S., §§ 2121 (3-7), 2122, 2123. 3. To make contracts and to adopt and use a common seal and alter the same at pleasure. Contracts with de facto corporation. § 2159. Misnomer of corporation in an instrument. § 2160. See § 1955. [Party cannot avoid contract with corporation upon pretense of mismanagement or abuse of powers by board of directors. Ins. & Trust Co. v. Lanier, 5 Pla. 110. Contract with corporation not voidable by rea- Bon of abuse of corporate powers. Id. Charter need not expressly confer power to contract by agent. Land Co. v. Mitchell, 4 Fla. 192. Private seals of a committee not seal of cor- poration in making contract. Mitchell v. Land Co., 4 Fla. 200. Bond given in attachment suit must be under corporate seal. Tanner v. Hall, 22 Fla. 391. Where a new corporation is created by the con- Bolidation of two or more other corporations, and no provision is made by statute or the articles of Incorporation for the payment of the debts and liabilities of the constitutent corporation, the new corporation assuming all the debts and liabilities of the constituent companies, which follow as an incident of the consolidation. Bloxham v. R. R. Co., ."..i Fla. G-!.->: s. c. 17 So. Rep. 902. A corporation resident in one State can contract In another. Duke v. Taylor, 19 So. Rep. 172.] 4. Where special provision is not made by law or otherwise to hold, buy, convey or mortgage such personal or real estate as the purposes of the corporation shall require, also to take, hold and convey such other real and personal property as shall be necessary for the corporation to acquire in order to ob- tain or secure the payment of any indebted- ness or liability to it. See § 1955. Eminent domain, nomer In instrument. § 21G0. § 2158. Mis- [Delivery of deed to officer or servant Is a de- livery to corporation itself. Ins. & Tr. Co. v. Cole, 4 Fla. 359. Deed by president of corporation, valid, when. Union, etc., v. Call, 5 Fla. 409. Burden of proof on party contesting it. Id. A mortgage by a corporation organized prior to June, 1888, acknowledged by the vice-president, was not necessarily invalid on the ground that the vice-president may have been interested in the mortgage. Fla.. etc.. Ex. v. Rivers, 3G Fla. 575; s. c, 18 So. Rep. 850.] 5. To appoint such stibordinate officers and agents as the affairs of the corporation shall require, and to allow them suitable com- pensation. See Act of 1893 to prevent blacklisting, p. IG. [Charter need not expressly confer power to contract by agent. Land Co. v. Mitchell, 4 Fla. 192.] 6. To make by-laws. See § 2137. [Power of directors to amend by-laws. Stock- ton v. Harmon, 32 Fla. 312; s. c, 13 So. Rep. 833.] 17 7. To increase or diminish by a vote of its members, cast as tlie by-laws may direct, the number of directors, managers or trus- tees, so, however, that tlie numlter shall not be less than tlu-ee, nor more than thirteen. See §§ 2138, 2139, 2140. CHAPTER II. Corporations for Profit. Art. 1. Authority to form corporations. 2. Method of incorporation. 3. Capital stock. 4. By-laws. 5. Officers. 6. ^Meetings. 7. Records. 8. Increase and reduction of capital stock. 9. Amendment of charter and change of name. 10. Execution. 11. Dissolution. 12. Miscellaneous. ARTICLE I. AUTHORITY TO FORM CORPO- RATIONS. Sec. 2122. Number of incorporators. § 2122. Any three or more per.sons may associate themselves and become incor- porated for the transaction of any lawful business of a public or private character, in- cluding all works of internal improvement. See Const., art. Ill, § 25. [Rules of interpretation of grants of franchises; strictly con.strued against grantees. Gas Co. v. Pensacola, 33 Fla. 322; s. c, 4 So. Rep. 826. And liability to the public. R. R. Co. v. R. R. Co., 10 Fla. 14.5. An attempted organization In Florida under the charter of the laws of another State, no author- ity therefor being shown, renders participants liable as partners in Florida. Duke v. Taylor, 19 So. Rep. 172. A corporation has its domicile at the place of its creation. Id. And if created under the laws of one State cannot organize in another. Id. A corporation can have no legal existence out of the boundaries of the sovereignty by which it is created. It must dwell in the place of Its creation, and cannot migrate to another sover- eignty. Tavlor v. Branham, 35 Fla. 297: s. c, 17 So. Rep. 552. A corporation created under the laws of any other State cannot come to Florida and exercise corporate functions wiiuout becom- ing incorporateoration desire to i close their concerns, they may apply by i petition to the circuit court, setting forth the grounds of their application, and the court on due notice by publication for a rea- sonable period given to all parties interested may hear the matter, and for reasonable and just cause decree a dissolution of the cor- poration, and the corporation so dissolved shall be deemed and held extinct in all re- spects as if its charter had expired by its own limitation, and the settlement of the affairs of such corporation so dissolved shall be managed as prescribed in cases of vol- untary dissolution in section 2157. See § 2120. [Dissolution of corporation does not extinguish its debts. Howe v. Robinson, 20 Fla. 3.52. Dis- solved corporation. Relieving creditors of. Id. Limitations of actions against. Id. Scire facias does not lie upon a judgment against. Id.] § 2155. All corporations shall continue bodies corporate for the term of three years after the time of dissolution from any cause, for the purpose of prosecuting or defending suits by or against them and enabling them to gradually settle their concerns, to dispose of and convey their property and to divide their capital stock, but for no other purpose. § 2156. If any corporation dissolved leav- ing debts unpaid, suits may be brought against any persons who were stockholders at the time of such dissolution, without join- ing the con'oration in such suit, for so much as may remain unpaid upon his or her sub- scription and no further, the collection to be made from the stock of each stockliolder respectively only, and if any numl)er of stockholders (defendants in the case) shall not have property enough in stock to satisfy his or their portion of the execution, then the amount of deficiency shall be divided equally among all the remaining stockliold- ers and -c-ollections made accordingly, deduct- ing from the amount a sum in proportion to the amount remaining unpaid on the plain- tiff's subscription at the time the corporation dissolved. [For discussion of personal liability of stock- holders, see Flash et al. v. Coun, 16 li'la. 428. Stockholders liable, upou dissolution, for debts to an amount equal to par value of stock held by them. Gibbs v. Davis, 2T Fla. 531; s. c, S So. Rep. 633. Not necessary that dissolution be es- tablished by legislative enactment or judicial pro- ceedings before creditors can proceed against stockholdei-s. Id. Liability of stockholders dis- cussed. Id.] § 2157. Upon the voluntary dissolution of any corporation already created, or which may hereafter be created, by the laws of this State, the president and directors, at the time of its dissolution, shall be trustees of such corporation, with full power to settle its affairs, collect its outstanding debts, and divide the moneys and other property among the stockholders, after pajing the debts due and owing by such corporation at the time of its dissolution, as far as such money and property will enable them; they may sue for and recover such debts and property by the name of the trustees of such corporation, and may also be sued by the same, and such trustees shall be jointly and severally re- sponsible to the creditors and stockholders of such corporation, to the extent of its prop- erty and effects that shall have come into their hands, but in the event of dissolution from any other cause a petition may be filed in the circuit coiirt by any three or more creditors or stockholders of any corpo- ration, praying that a receiver be appointed, and the court, or judge thereof at chambers, shall hear and consider said petition, and for just and reasonable grounds shall grant said petition and appoint a receiver, and un- less the president and directors of such cor- poration shall swear that the corporation is solvent and exhibit proof of the same sat- isfactory to the court or judge, such petition shall be granted and a receiver appointed, but no voluntary dissolution shall be made or permitted after the institution of any suit or proceeding against any corporation for an involuntary or forced dissolution. [OflBcers of insolvent corporation trustees for creditors. Ins. & Trust Co. v. Lanier, 5 Fla. 110. Must be sued in county where otHce is kept. Edwards v. Bank, 1 Fla. 130.] FLOKIDA. 15 Miscellaneous; offenses — R. S., §§ 2158-21&4, 24G7, 24G8. ARTICLE XII. MISCELLANEOUS. Sec. 2158. Eminent domain. 21.50. Estoppel. 21(;o. Misnomer. 2161. Corporation may sue members. 21(;2. Diversion of funds. 21(53. Dividend by insolvent corporations. 2164. Provisions of this chapter to be gen- eral. § 213S. The president and directors of any corporation organized for the purpose of con- structing, maintaining or operating public works, or their properly authorized agents, may enter upon any lands, public or private, necessary to the business contemplated in the charter, and may appropriate the same, or may take from any land most convenient to their works any timber, stone, earth or other material which may be necessary for the construction and tlie keeping in repair of its works and improvements, upon mak- ing due compen.sation according to law to private OAvners. See Const., art. VI. § 29. § 2].^0. Xo body of persons acting as a cor- poration under this chapter shall be per- mitted to set the want of legal organization as a defense to an action against them as a corporation, nor sliall any person sued on a contract made with the corporation, or sued for an injury to its property or a wrong done to its interests be permitted to set up a want of such legal organization in his defense. Certified ropy of letters patent conclusive evi- dence. § 2126. [Persons contractinar with de facto corporation estopped from denying its corporate existence. Booske v. Ice Co.. 24 Fla. 5.jO: s. c. 5 So. Rep. 247. But see Duke v. Taylor. 19 id. 172. An attempted organization in Florida under the charter of the laws of another State, no authority therefor being shown, renders participants liable as partners in Florida. Id. Where a corporation de facto extends its busi- ness, the stockholders are not liable as partners. Id.] § 21G0. A misnomer of a corporation in any deed or instrument shall not vitiate the same if the corporation shall be therein suffi- ciently described to ascertain the intent of the parties, and tliis shall apply to all corpo- rations of every character and for any law- ful purpose. [Misnomer in indictment of oflHcer is fatal. AI- den V. State, 18 Fla. 187.] § 2101. All corporations by any suit at law may sue for, recover and receive from their respective members all arrears, or other debts, dues, and other demands which may be owing to them, in like manner, mode and form as they miglit sue for and recover the same from any other person. § 2162. Diversion ])y a corporation of its funds or property to purposes or objects other than those named in the charter, or the payment of dividends, leaving insutficient funds to meet outstanding liabilities, shall work a forfeiture of its charter and of all powers and lirivilcgcs conferred. § 2103. If the directors shall knowingly de- clare and pay any dividend when the corpo- ration is insolvent, or any dividend the pay- ment of which Avould render it insolvent, they shall be jointly and severally liable for the debts of the corporation then e.xisting to the extent of the dividends so declared. If, however, any director be absent at the time of making the dividend or shall at the time object thereto in writing, he shall not be so liable. § 2164. The foregoing provisions shall apply to every class of corporation for profit, ex- cept as limited by the special provisions of the sub-chapters hereof. Fifth Division. Crimes and Criminal Pro- cedure. Part First. Crimes. TITLE II. OFFENSES AXD PI XISHMEXTS. CHAPTER IV. Offenses against Property. ARTICLE V. Sec. 2467. Making false entries, etc., on books of corporation. 2468. Fraudulent issue of certiflcafe of stock of corporations. 2469. Issuing stock or obligation of corpora- tion beyond authorized amount. 2470. Books to "be evidence in such cases. § 2467. Any officer, agent, clerk or servant of a corporation who makes a false entry in the books thereof, with intent to defraud, and any person wliose duty it is to make in such books a record or entry of the transfer of stocks, or of the issuing and cancelling of certificates thereof, or of the amount of stock issued by such corporation, who omits to make a true record or entry thereof, with intent to defraud, shall be punished by im- prisonment in the State prison not exceed- ing ten years, or by fine not exceeding ten thousand dollars. [Indictment of officer; misnomer fatal. Alden V. State, 18 Fla. 187.] § 240S. Any officer, agent, clerk or servant of a corporation, or any other person, who fraudulently issues or transfers a certificate of stock of* a corporation to any person not entitled thereto, or fraudulently signs such certificate, in blank or otherwise, with the intent that it shall be so issued or transferred by himself or any other person, shall be punished by imprisonment in the State prison not exceeding ten years, or by fine not exceeding ten thousand dollars. 16 FLORIDA. Offenses and punishments — R. S., §§ 2469, 2470, 2483. § 2469. Any ofBcer, agent, clerk or servant of a corporation, or any other person, who Issues, or signs with intent to issue, any cer- tificate of stoclc in a coiijoration, or who is- sues, signs or indorses with intent to issue any bond, note, bill or other obligation or security in the name of such corporation, beyond the amount authorized by law, or limited by the legal votes of such corpora- tion or its proper officers; or negotiates, transfers or disposes of such certificate, with intent to defraud, shall be punislied by im- prisonment in the State prison not exceeding ten years, or by a fine not exceeding ten thousand dollars. § 2470. On tlie trial of any person under the three preceding sections, the books of any corporation to which such person has access or the right of access shall be admis- sible in evidence. ARTICLE VII. Sec. 2483. Fictitlons signature of olTicer of cor- poration. § 24S3. If a fictitious or pretended signa- ture, purporting to be the signature of an officer or agent of a corporation, is fraud- ulently affixed to any instrument or writing purporting to be a note, draft or evidence of debt issued by sucli corporation, with intent to pass the .same as true, it shall be deemed a forgery though no such person may ever have been an officer or agent of such corpora- tion, or ever have existed. LEGISLATIVE ACTS RELATING TO CORPORATIONS, ENACTED SUBSEQUENTLY TO 1892. 1. To prohibit wrongful combinations against ■n-orkmeu. 2. For the protection of discharged employes, and to prevent blacklisting. 3. For the assessment and collection of revenue. 4. To prevent the use of money for political pur- poses by corporations. Act 1. AN ACT to prohibit wrongful combinations against workmen, and to punish the same. Be it enacted by the legislature of the State of Florida: Section 1. If two or more persons shall agree, conspire, combine, or confederate to- gether for the purpose of preventing any per- son or persons from procuring worlc in any firm or corporation, or to cause the discharge of any person or persons from work in such firm or corporation, or if any person or per- sons-shall verbally or Ijy a written or printed communication, threaten any injury to the life, property or business of any person, for the purpose of procuring the discharge of any workman in any firm or corporation, or to prevent any person or persons from pro- curing work in such firm or corporation, such person or persons so combining shall be deemed guilty of a misdemeanor and upon conviction (thereof) shall be punished by tine not exceeding five hundred dollars each, or by imprisonment not exceeding one year. (Approved May 31, 1893.) Act 2. AN ACT for the protection of discharged employes and to prevent blacklisting, and for other purposes. Be it enacted by the legislature of the State of Florida: Section 1. That if any railroad company or other corporation doing business in this State, or any person, agent or employer of any such company or corporation after hav- ing discharged any employe from the ser- vice of any such v.'ompany or corporation, shall attempt to prevent by word or writing, sign or other means, directly or indirectly, such discharged employe from obtaining em- ployment with any other person, company or corporation, such person, agent, employer, company or corporation shall be guilty of a misdemeanor, and on conviction, shall be punished by a flue not exceeding five hun- dred dollars or less than one hundred dollars, and such person, agent, employer, company or corporation shall be liable in damages to such discharged person, to be recovered by civil action; but this section shall not be construed as prohibiting any person, agent, employer, company or corporation from giv- ing in writing to any other person, company or corporation to whom such discharged per- son has applied for employment, a truthful statement of the reasons for such discharge; and shall furnish to such discharged em- ploye on his application, to sucli address as may be given by such discharged employe, within ten days after such application made as aforesaid, a true copy of any such written statement. § 2. That if any railroad company or other corporation doing business in this State, shall authorize or permit, with its knowledge and consent, any of its officers, agents, em- ployers or employes to commit either or any of the acts prohibited by this act (except as herein provided), such railroad company or corporation shall be liable in damages to such employe so prevented from obtaining employment, to be recovered by him in a civil action. § 3. That it shall be the duty of any per- son, officer, agent, employer, company or cor- poration aforesaid, after having discharged FLORIDA. 17 Blacklisting; taxation — Acts of 1893, 1895. any employe from the service of any such company or corporation, upon written de- mand by such employe, to furnish to him, within ten days from the application for the same, a full statement in writing of the cause or causes of his discharge, and if any such person, officer, agent, employer, com- pany or corporation as aforesaid shall refuse within ten days after demand as herein pro- vided to furnish sucli statement to such discharged employe, it shall be ever after unlawful for any such person, officer, agent, employer, company or corporation to furnish any statement of the cause of such discharge to any person or corporation or to in any way blaclilist or to prevent such discharged em- ploye from procuring employment elsewhere, subject to the penalties prescribed in sec- tion one of this act. And on the trial of any person, company or corporation, for a viola- tion of the provisions of this act. any other person who may have authorized or per- mitted, with knowledge and consent as afore- said, any such offense, or who may have participated in the same, shall be a com- petent witness, and be compelled to give evi- dence, and nothing then said by such witness shall at any time be received or given in evidence against him in any prosecution against the said wit- ness, except on an indictment for per- jury in any matter to which he may have testified; and on the trial of any such person for any violation of this act. the prosecution shall have the authority and process of the court trying the case to compel the produc- tion in court, to be used in evidence in the case, the boolis and papers of any such per- son, company or corporation, and a failure to pi'oduce the same, after such reasonable notice as the court may in each case provide, shall l>e in contempt of court, and punishable as such against the custodian or person, com- pany or corporation having the control or in charge of such books and papers, who shall fail to produce the same: Provided, That such written cause of the discharge, when so made as aforesaid, at the request of such discharged employe shall never be used as the cause for an action for slander or for libel, either civil or criminal, against the per- son or authority furnishing the same. § 4. That it shall be the duty of any person, company or corporation, who has received any request or notice in writing, sign, word or otherwise, from any other person, com- pany or corporation, preventing or attempt- ing to prevent the employment of any per- son discharged from the service of either of the latter, on demand of such discharged employe, to furnish to such employe within ten days after such demand, a true state- ment of the nature of such request or notice, and if in writing, a copy of the same, and if a sign, the interpretation thereof, with the name of the person, company or corpo ratidu furnishing the same, with the place of business of the person or authority fur- nishing the same; and a violation of this section shall subject the offender to all the penalties, civil and criminal, provided by the foregoing sections of this act. § 5. That the provisions of this act shall apply to and prevent, under all the penalties aforesaid, railroad companies or corporations under the same general management and control but having separate divisions, super- intendents or master-mechanics, master- machinists or similar officers, for separate or different lines, their officers, agents and em- ployes, from preventing or attempting to prevent the employment of any such dis- charged person by any other separate divi- sion, or officer or agent or employer of any such separate railroad line or lines. § 6. That all laws or parts of laws in con- flict with this act be and, the same are hereby repealed. § 7. That this act shall take effect imme- diately upon its passage and approval by the governor. (Approved, June 10, 1893.) Act 3. AN ACT for the assessment and collection of revenue. Be it enacted by the legislature of the State of Florida: Section 1. That all property, real and per- sonal, in this State, not hereby expressly exempt therefrom, shall be subject to taxa- tion in the manner provided by law. § 3. The terms personal property and per- sonal estate, as used in this chapter, shall have the same meaning, and shall, for the purpose of taxation, be construed to include * * * all public stocks or sliares in all incorporated or unincorporated companies. § 8. The owner or holder of stock in any incorporated company, firm or firms, doing business under corporate names; which is taxed on its capital stock, shall not be taxed as an individual for such stock; Provided. That such stock is returned for assessment by such company; Provided, That this sec- tion shall not apply when the property of the incorporated companies is in this State, and taxes are paid on the same. * * * § 69. All laws and parts of laws in conflict with the provisions of this act are hereby repealed. (Approved, June 1, 1895.) See Const, art. XVI, § 16. Stock is personal property. § 2130. See §§ 21.33, 2134. Transfer to avoid taxation. § 21.35. Act 4. AN ACT to prevent the use of money for political purposes by corporations. Be it enacted by the legislature of the State of Florida: Section 1. No foreign or non-resident corpo- ration or coi-poraiiou organized under the 18 FLOEIDA. Crimes against franchise — Act of 1S97. laws of tlie United States, doing business in this State, nor any domestic coi-poration. shall pay or contribute, or offer, consent or agree to pay or contribute, directly or in- directly, any money, property or thing of value to any political party, organization, committee or individual for any political purpose whatsoever, or for the purpose of influencing legislation of any kind, or to pro- mote or defeat the candidacy of any person for nomination, appointment or election to any political office. S -. Any otticer, employe, agent or attor- ney or other representative of any corpora- tion, acting for and iu bvhalf of such cor- poration, who shall violate this act shall be punished upon conviction by a fine of not less than one thousand, nor more than ten thousand dollars, or by imprisonment in the State prison for a period of not less than two nor more than five years, or by both such fine and imprisonment in the discretion of the court or judge before whom such conviction is had. and the coi-poration, if a domestic corporation, is dissolved, if after a proper proceeding upon quo warranto, in either the circuit or supreme court of the State, to be prosecuted by the attorney-gen- eral of the State, the court shall fine and give judgment that section one of this act has been violated as charged, and if a foreign or non-resident corporaiion, its right to do business in this State ceases. § 3. The violation of this act by any officer, employe, agent, attorney or other representa- tive of a coxTporation, shall be prima facie evidence that such officer, employe, agent, attorney or other representative of such cor- poration is acting for and in behalf of such corporation. § 4. Any person or persons who shall aid. abet, or advise a violation of this act shall be guilty of a felony, and upon conviction shall be punished as in section one of this act. § 5. Violations of this act shall be pros^ cuted in the county where such payment or contribution is made. § 6. All laws and parts of laws in conflict with tliis act be and the same are hereby repealed. § 7. This act shall take effect immediately upon its approval by the governor. (Approved .Tune 2, 1897.) INDEX TO FLORIDA. AGENTS: Page. corporation may appoint and fix compensation y AGRICULTURAL CORPORATIONS: general laws to be passed for incorporation of 5 AMENDMENT: of charter, method of 13 ASSESSMENTS. (See Stock; Capital Stock.) ATTACHMENT: levy ot, upon shares of stock 7 how made 7 statement of shares owned by debtor, to be made 7 interrogation of officers of corporation 7 BLACKLISTING: of employes, prohibited 17 BOOKS: of corporation open to inspection 12, 1.3 to be made over to successor 13 BUSINESS: nature of, charter to state 10 not to be transacted until letters-patent, etc., are recorded 10 BY-LAWS: power to make 9 manner of paying installments, may prescribe 11 transfer of stock 11 deemed laws of corporation 11 when made 11 what to prescribe 11 manner of electing directors 12 meetings of stockholders 12 CAPITAL STOCK: charter to state amount of ^ '^ shares of, in what amount 1'^ payments, how made 1*^- H statement of amount subscribed and paid H increase or reduction, how made 13 if taxed, stock of stockholders exempt 1" CHARTER: subscribed by three or more persons ^ contents of 10 acknowledgment of 1^ publication of 1^ submission of, to governor 10 letters-patent, to be annexed to 10 filed in office of secretary of state 10 evidence of facts stated 10 manner of paying for stock, may prescribe H 20 INDEX TO FLORIDA. CHARTER — (Continued): Tage. amondinont by vote of three-fourths of stock 13 notice of application for, to be published 13 certificate of, to be filed 13 letters-patent issued for 13 forfeiture for division of funds, etc 15 CIRCUIT COURT: clerk, letters-patent and charter to be filed in office of 10 COMBINATIONS: against workmen, prohibited 1^ CONTRACTS: laws impairing obligation of ^ corporation may make ^ CREDIT: of state not to be loaned ^ of county, town, city or borough, not to be loaned 5 DIRECTORS: number, may be changed 9, 12 manner of paying for stock, to prescribe 11 business managed by 12 election of 12 to be stockholders 12 by-laws to prescribe manner of choosing 12 president to be chosen by 12 quorum 12 vacancies in offices, filled by 12 record of proceedings, open to inspection 13 trustees, upon voluntary dissolution of corporation 14 povrers and duties of 14 liability of 14 eminent domain, when may be exercised 15 liability of, for declaring illegal dividends 15 for false entries 15 DISSOLUTION: not effected by failure to elect officers 8, 12 receiver to be appointed, when not voluntary 14 application of stockholders for 14 decree, when made 14 corporations, when to exist after 14 debts unpaid upon, liability of stockholders for 14 directors trustees, upon involuntary 14 powers of, as 14 DIVIDENDS: liability for declaring illegal 15 EDUCATIONAL CORPORATIONS: general laws to be passed for incorporation of 5 EMINENT DOMAIN: right of, how exercised 5 when may be exercised 15 EMPLOYES: combinations against, prohibited 16 prevention of, from receiving employment 16 blacklisting prohibited 16 statement of cause of discharge to be furnished to 16, 17 ESTOPPEL: of defense of want of organization 15 INDEX TO FLOKIDA. 21 EVIDENCE: Page. letters-patent, of existence of corporation 10 charter, of facts contained 10 EXECUTION: stock in corporation subject to levy under 7 levy upon, how made 7 levy upon property of corporation 7 returned unsatisfied, sequestration 7 when may be levied against stockholders for debt of corporation 13 FALSE ENTRIES: in books of corporation, a crime I5 FOREIGN CORPORATION: service of process upon (j FORGERY: fictitious signature by officers a 16 GENERAL MANAGER, (See Officers.) GOVERNOR: 1 to grant letters-patent to corporations 10 of amendment of charter 1'6 INCORPORATION: for what purposes 9 INCORPORATORS: number of, necessary 9 INCREASE: 1 of capital stock, how made 13 INDEBTEDNESS: charter to state highest amount of 10 INSPECTION: records, books and papers of corporation, open to 12 INSTALLMENTS. (See Stock; Capital Stock.) LANDS: conveyances of, by corporations 8 LETTERS-PATENT: granted by governor, upon charter 10 evidence of existence of corporation 10 record of in office of clerk of circuit court 10 corporation not to transact business before . . .' 10 for amendment of charter 1"^ LEVY: of attachment and execution upon shares of stock 7 how made 7 statement of shares owned by debtor to be made 7 interrogation of officers of corporation 7 sale of stock ^ LIABILITY: of stockholders for debts of corporation 13, 14 when dissolved !•* of directors, for illegal dividends 15 MECHANICAL CORPORATIONS: general laws for incorporation of ^* MEETINGS: stockholders, notice of 1 - when directed by justice of the peace 1- validation, by consent of four-fifths of stockholders 1- 22 INDEX TO FLORIDA. MEETINGS — (Continued) : Page. stockholders, quorum, what constitutes 12 votes at 12 proxies 12 MINING CORPORATIONS: general laws for incoi'poration of 5 MISNOMER: in deed or instrument does not vitiate 15 NAME: charter to contain 10 change of, by corporation 13 two corporations not to have same 13 OFFICERS: statement of shares of stock owned by debtor 7 interrogation of, by sheriff 7 refusal to answer, punishment 7 answers false, creditor to furnish description of stock 7 failure to elect, not to dissolve corporation 8, 12 to hold until successors qualify 8 corporation may appoint 9 business managed by 12 charter to state names of 10 vacancies, filled by directors 12 when elected by stockholders 12 false entries in books, a crime 15 stock, fraudulent issue of 15 issuing beyond authorized amount 16 fictitious signature, a forgery 16 blacklisting employes, punishment of 16 liability of, for using money of corporation for political purposes 17, 18 ORGANIZATION: want of legal, not a defense 15 PERSONAL ESTATE: corporation may hold and convey 9 stock deemed 11 statement of, to be returned 11 POLITICAL PURPOSES: corporations not to contribute money for 17, 18 POWERS: generally, of corporations 8 PRESIDENT (See Officers): directors to elect one of their number 12 PROCESS: service of, upon corporation 6 effect of 6 when officers or agents are absent 6 when made by publication q PROPERTY: not to be taken without compensation 5 corporation may hold and convey 9 PROXIES: at stockholders' meeting 12 INDEX TO 1 LOEIDA. 23 QUORUM: ' Page. at directors' iiioetings 12 at stockholders' meetings 1- REAL ESTATE: corporation may hold and convey 9 amount and value to be returned to comptroller 11 RECEIVER: appointment of, when property of corporation is sequestrated 7 upon dissolution other than voluntary 14 RECORDS: of corporation, open to inspection 12, 13 to be made over to successor liJ REDUCTION: of capital stock, how made 13 SALE: of shares of stock, under levy 8 SEAL, COMMON: corporation may make and alter 8 SECRETARY (See Officers): to permit inspection of books, records and papers 12, 13 books, records and papers to be made over to successor 13 SECRETARY OF STATE: charter to be filed in office of 10 SEQUESTRATION: of property of corporation, when writ of fi. fa. cannot be satisfied 7 receiver may be appointed 7 SERVICE: of process upon corporation 6 when officers or agents are absent G effect of, upon corporation 6 by publication, order for 6 STATE: credit of, not to be loaned 5 stockholder, not to become 5 STATEMENT: returned to comptroller for tax purposes 11 capital stock subscribed and paid in to be filed 11 STOCK: subject to levy under execution 7 shares of, subject to levy of attachment 7 levy upon, how made 7 officers to make statement of, owned by debtor 7 interrogation of, by sheriff 7 creditor to furnish description of 7 transfer of, not to be made after levy 8 sale of shares of, levied upon 8 transfer of, to avoid taxation 11 deemed personal estate 11 transferrable as prescribed by by-laws 11 assessments must be paid before 11 books to bo kept 11 open to inspection 11 amendment of charter, by vote of three-fourths of 13 fraudulent issue of, a crime 15 beyond authorized amount a crime Hi not taxed, when capital stock is 17 24 INDEX TO FLOKIDA. STOCK— (Continued): i Pago. capital, charter to state amount 10 conditions under which paid in 10 shares, in what amounts 10 payments, how made 10, 11 statement of amount subscribed and paid in 11 increase or reduction of 13 increase, president to return to secretary of state 13 reduction, unanimous vote for 13 certificate of comptroller 13 STOCKHOLDER: state not to become 5 county, city, borough, township, not to become 5 neglect to pay installment 11 upon transfer to succeed to rights 11 executor, administrator and trustee, liability as 11 list of, to be kept * 11 open to inspection 11 names and residences to be returned to comptroller 11 transfer of stock to avoid taxation 11 officers, when elected by 12 meetings of, notice of 12 when directed by justice of the peace 12 consent of four-fifths may validate 12 quorum 12 votes at 12 proxies 12 vote of, for amendment of charter 13 change of name, at meetings 13 liability of, for judgment against corporation 13 measured by amount unpaid in capital stock 13 dissolution of corpoation, application for 14 decree for 14 liability for debts upon 14 when not taxed on stock 17 SUBSCRIBERS: names and residences, charter to state 10 SUBSCRIPTIONS: to capital stock, how paid 10, 11 failure to pay, effect of 11 SUCCESSION: powers of, by corporation 8 SUITS: against corporations, where commenced . 6 summons against corporations 6 service of process in, how made 6 by publication, when made 6 corporations may sue and be sued 8 SUMMONS: against corporations 6 service of, how made 6 TAX: levy of, for benefit of corporation, prohibited 5 relief of corporation from 5 TAXATION: of property of all corporations, except benevolent, etc., subject to 5 transfer of stock to avoid 11 stock deemed personal property for purposes of 17 when capital stock subject to, stockholders are not 17 INDEX TO FLORIDA. 25 TERM: Page. of corporate existence, charter to state 10 TREASURER (See Officers): books of stockholders, to keep 11 open to inspection 11 return of names and residences of stockholders 11 statements to comptroller 11 TRANSFER: of stock, not to be made after levy 8 when sold under execution 8 of stock, made as prescribed by by-laws 11 to avoid taxation 11 VICE-PRESIDENT. (See Officers.) WRIT OF FI. FA.: issued against property of corporation 7 returned unsatisfied, sequestration of property of corporation 7 WORKMEN: wrongful combinations against 16 18 GEORGIA. TABLE OF CONTENTS. CONSTITUTIONAIi PROVISIONS. Art. I. BUI of lights P&ge. III. Legislative department [ . . ' ' '/'] g IV. Power of tlie general assembly over laxallini r. VII. Taxation y.' ''.".'.'.'.'.'.'.'..]].'. ^.' .'. ^ ' ' 5 CODE PROVISIONS. Part First. Political and Public Organization of the State. TITLE VIII. PUBLIC REVENUE. Ch. 1. Taxation by the State 7 TITLE XVII. REGULATIONS OF TRADE AND COMMERCE. Ch. 1. Banks and banking g Part Second. The Civil Code, TITLE I. OF PERSONS. Ch. 1. Their rights and status 8 ARTICLE IV. OF CORPORATIONS. Sec. 1. Their nature and kinds 8 2. Their creation 9 3. Their powers and liabilities 13 4. Their dissolution 15 TITLE III. OF RELATIONS ARISING FROM CONTRACTS. Ch. 2. Debtor and creditor 16 5. Principal and agent 16 TITLE IV. OF PROPERTY. Ch. 1. Of realty 17 2. Of personalty 17 TITLE V. OF ESTATES. Ch. 2. Of estates for life 17 TITLE VI. OP TITLE AND THE MODE OF CONVEYANCE. Ch. 3. Of title by decedent, administration, etc 17 4. Of title by judicial sale 18 TITLE IX. OF EftUITY. Ch. 6. Of administration of assets IS Part Third. The Code of Practice. TITLE II. OP ACTIONS. Ch. 3. Petition and process If* TITLE X. OF EVIDENCE. Ch. 3. Discovery -1 Part Fourth. Penal Laws. TITLE I. PENAL CODE. Division Eleventh. Cheats and Swindles. LEGISLATIVE ACTS PASSED SUBSEQUENTLY TO CODE OF 1882. GEORGIA. COA'STITUTIO^ OF GEOEGIA-187 PROVISIONS RELATING TO CORPORATIONS. AUTICLE I, SECTION HI. Bill of Eights. Par. 2. Laws Impairing? obligations of contracts, or making irrevocable grants or privi- leges prohibited. 3. No grants or special privileges sball be revoked, except, etc. AUTTCLE III, SECTION Vn. Legislative Department. Par. 18. General assembly sball not grant corpo- rate powers, but shall prescribe man- ner in which courts shall grant them. 20. Street railways shall not be constructed without consent of authorities. ARTICLE IV, SECTION II. Power of the General Assembly over Tax- ation. Par. 1. General assembly may regulate railroad freights and tariffs. 2. Right of eminent domain, or police powers of the State shall never be abridged. 3. General assembly shall not remit for- feiture of charter of existing corpora- tions except upon certain conditions. 4. One corporation may not buy stock in another to lessen competition. 6. Railroad company not to deceive public as to rates. 6. No provision in this article shall be deemed to impair obligation of any con- tract. 7. Provisions of this article shall be en- forced. ARTICLE VII, SECTION II. Taxation. Par. 5. Power to tax corporate property shall not be surrendered or suspended. SECTION V. Par. 1. State shall not become a stockholder In, or loan its credit to any corporation. ARTICLE I, SECTION III, Par. ir. No bill of attainder, ex post facto law, retroactive law, or law impairing the obligation of contracts, or making iiTevo- cable grants of special privileges or immuni- ties, shall be passed. See Const., art. I, par. 3; art. IV, par. 6; art. VII, par. 5; Code, § 1CS2 et seq. [A private corporation is a contract between the government and corporators, and rights and privileges conferred by charter cannot be re- pealed or Impaired by legislature without con- sent or default of corporation. Young v. Har- risons, 6 Ga. 130. Where an act of incorporation is passed, malt- ing directors personally liable for certain acts, if committed, this charter is not a contract, but it is quasi ex contractu; and, upon commission of these acts, an action quasi ex contractu Is raised. Banks v. Darden, 18 Ga. 318. Original contract between stockholders and cor- poration, as contained in charter, cannot be ma- terially altered by an amended charter, without consent of stockholders. May v. Railroad Co., 48 Ga. 109.1 Par. III. No grant of special privileges or immunities shall be revolved, except in such manner as to work no injustice to the cor- porators or creditors of the incorporation. See 5 1685. [A private corporation cannot be deprived of its franchise except by judicial judgment upon a quo warranto. State v. Mayor, 5 Ga. 250.] ARTICLE III, SECTION VH. Par. XVIII. The general assembly shall have no power to grant corporate powers and privileges to private companies, except banking, insurance, railroad, canal, naviga- tion, express and telegraph companies; * * * but it shall prescribe by law the manner in which such powers shall be ex- ercised by the courts. See § 1674 et seq. [An unconstitutional act. although void as a law, may operate as notice, not only to the corporation who accept of it, but the third persons who act upon it. Robinson v. Bank, 18 Ga. 65.] Par. XX. The general assembly shall not authorize the construction of any street pas- senger railway within the limits of any in- coi-porated town or city, without the consent of the corporate autliorities. ARTICLE IV, SECTION H. Par. I. The power and authority of regulat- ing railroad freights and passenger tariffs, preventing unjust discriminations, and re- quiring reasonable and just rates of freight GEORGIA. Eminent domain; forfeiture, etc. — Const., Art. iv, § 2; Art. vii, §§ \1, and passenger tariffs, are hereby conferred upon the general assembly, whose duty it shall be to pass laws, from time to time, to rejriilate freight and passenger tariffs, to pro- hibit unjust discriminations on the various railroads of this State, and to prohibit said roads from charging other than just and reasonable rates, and enforce the same by adequate penalties. Tar. II. The exercise of the right of eminent domain shall never be abridged, nor so construed as to prevent the general as- sembly from taking the property and fran- chises of incorporated companies, and sub- jecting them to public use, the same as property of individuals; and the exercise of the police power of the State shall never be abridged, nor so construed as to permit corporations to conduct their business in such a manner as to infringe the equal rights of individuals, or the general well-being of the State. Par. III. The general assembly shall not remit the forfeiture of the charter of any corporation, now existing, nor alter or amend the same, nor pa.ss any other general or special law for the benefit of said corpora- tion, except upon the condition that sucli corporation shall thereafter hold its charter subject to the provisions of this Constitution; and every amendment of any charter of any corporation in this State, or any special law for its benefit, accepted thereby, shall operate as a novation of said charter and shall bring the same under the provisions of this Constitution: Provided, That this sec- tion shall not extend to any amendment for the purpose of allowing any existing road to take stock in or aid in the building of any branch road. See § 1682. Par. IV. The general assembly of this State shall have no power to authorize any corporation to buy shares, or stock, in any other corporation in tliis State, or elsewhere, or to make any contract, or agreement what- ever, with any such corporation, which may have the cft"ect, or be intended to have the effect, to defeat or lessen competition in their respective businesses, or to encourage mo- nopoly; and all such contracts and agree- ments shall be illegal and void. Par. V. No railroad company shall give, or pay, any rebate, or bonus in the nature thereof, directly or indirectly, or do any act to mislead or deceive the public as to the real rates charged or received for freights or passage; and any such payments shall be illegal and void, and these prohibitions shall be enforced by suitable penalties. Par. VI. No provision of this article shall be deemed, held, or taken to impair the ob- ligation of any contract heretofore made by the State of Georgia. See Const., art. I, paragraphs 2, 3. Par. VII. The general assembly shall en- force the provisions of this article by appro- priate legislation. ARTICLE VII, SECTION II. Par. V. The power to tax corporations and corporate property, shall not be surrendered or suspended by any contract or grant to which the State shall be a party. Taxation of corporations, sre § 799 et seq. SECTION V. Par. I. The credit of the State shall not be pledged or loaned to any individual, com- pany, corporation or association, and the State shall not become a joint owner or stockholder in any company, association or corporation. GEORGIA. Taxation — Rev. Code, §§ 799, 802, 816, 826-827, 876. EEYISED CODE OF GEORGIA- 1882. Part First. Political and Public Org-aniza- tion of the State. TITLE VIII. PURi^ic REVENUE. CHAPTER I. Taxation by the State. ARTICLE II. Sec. 700. Taxable property, what. 802. Moneyed and stock corporations liable to taxation. § 799. All real and personal estate, whether owned by individuals or corporations, resi- dent or non-resident, are liable to taxation, unless especially exempted. [License tax on foreign corporations. Ins. Co. V. City. 50 Ga. 530.] § 802. * * * All moneyed or stock cor- porations, unless exempted or differently pro- vided for in their charters, are liable to taxation upon such capital stock as other property. ARTICLE III. Sec. 816. Tax on railroads and other corporations. § 816. The several railroads and other in- corporated or unincorporated companies of every kind, except banks which are not ex- empt by their charter otherwise, or for which there is not a different method of taxation specially prescribed, pay the same rate per cent, upon the whole amount of their capital stock paid in as is levied on other capital, together with the same rate per cent, upon their net annual profits: (Provided, That this section shall be not so construed as to include loan and building associations, but tlio same are hereby declared exempt from taxation upon their capital stock and net annual profits.) [What is capital stock liable to taxation. High- tower V. Thornton, 8 Ga. 486. Tax to be paid on whole amount of capital stock paid in, and not on market value thereof. Wilson v. FactoiT, 44 Ga. 388.] ARTICLE IV. Sec. 826. Returns of foreign companies to be made. 826d. Returns to be Itemized. Siifig. Existing penalities remain. 827. Other returns, to whom made. § 820. The returns of all banks, railroad, and insurance and express companies, and agents of foreign companies, authorized in this State, shall be made to the comptroller- general by the first day of May in each year, and tlie taxes thereof shall be paid to the State treasurer by the first day of October in each year. § 82Cd. Whenever corporations, companies, persons, agencies, or institutions, are re- quired by law to make returns of property. or gross receipts, or business, or income, gross, annual, not, or any other kind or. any other return, to the comptroller-general, for taxation, such return sliall contain an item- ized statement of property, each class or species to be separately named and valued, or an itemized account of gross receipts, or business, or income, as above defined, or other matters required to be returned, and in case of net income only, an itemized ac- count of gross receipts and expenditures, to show how the income returned is ascertained, and such returns shall be carefully scruti- nized by the comptroller-general, and if in his judgment the property embraced therein is returned below its value, he shall assess the value, within sixty days thereafter, from any infoi-mation he can obtain, and if he shail find a return of gross receipts, or business, or income, as above defined, or other matters requii-ed to be returned as aforesaid, below the true amount, or false in any particular, or in anywise contrary to law, he shall cor- rect the same and assess the true amount, from the best information at his command, within sixty days. In all cases of assess- ment, or of correction of returns, as herein provided, the officer or person making such returns shall receive notice and shall have the privilege, within twenty days after such notice, to refer the question of true value or amount, as the case may be, to arbitrators — one chosen by himself, and one chosen by the comptroller-general — with power to clioose an umpire in case of disagreement, and their award shall be final. § 826g. Nothing in the three preceding sections shall alter or affect the penalties now provided by law against defaulting or delinquent corporations, companies, persons, or institutions, referred to therein, or to alter or affect the mode of enforcement of such penalties, now provided by law. § 827. All other companies or persons taxed shall make their returns to the receiver of the respective counties where the persons reside or the office of the company is located, except in cases of miuing companies. * * • ARTICLE V. Sec. 876. Defaulting corporations. 877. l>eliii20: s. c, 21 S. E. Rep. 79. Charter fundamentally changed by legislature without consent of previous subscribers of stock, releases It. Academv v. Flanders, 7T> Ga. 15; Snook V. Imp. Co.. S3 Ga. 62: s. <:. 9 S. E. Rep. 1104. Wlietlu'r cl'.nnge is fundamental is for de- cision by court. Id. Railroad terminus changed, is friiidaiiieiilal. Id. Amendment, If repugnant to original charter. repeals the charter if accepted. R. R. Co. v. Goldsmith. 62 Ga. 463. Not competent for general assembly to enact law creating three separate and distinct corpora- tions, or reviving by name three charters which had become obsolete. Ex parte Conner, 51 Ga. 571; King v. Banks, 61 Id. 20; Howell v. State, 71 Id. 229. Charter of private corporation Is a contract between State and corporation; an'd terms of such contract are to be looked for In body of Instrument, not In title or caption. Gofdsmlth v. R. R. Co.. 62 Ga. 473; Same v. Same, Id. 4K>. Charter of bank Is a public law, and courts will take judicial cognizance thereof. Terry v. Bank, 66 Ga. 177. Charter passed by legislature Is a public law. Gunn V. R. R. Co., 74 Ga. 509. Legislative power to create corporation. Bridge Co. v. Wood, 14 Ga. 80.] § 1675. (As amended December 9, 1893.) Corporations created by other States or for- eign governments, are recognized in our courts only by comity, and so long as the same comity Is extended in tlieir courts to corporations created by this State. But no foreign corporation shall exercise within this State any corporate powers or privilegt'S which by the Constitution or laws of Georgia are denied or prohibite74. A conversion of property belonging to the cor- poration gives a stockholder no right to sue there- 14 GEORGIA. Corporate powers — Rev. Code, § 1679 (2)-(6), 1680. for in his own name. Steele Co. v. Laurens, 24 S. E. Kcp. 755. A stockholder in a corporation cannot maintain an action against the directors for otBcial mis- conduct, whereby the income of the corporation is decreased, without mailing other interested stockholders parties to the action. Bethune v. Wells, 21 S. E. Rep. 230. A corporation is a necessary party to an action by a stockholder against the directors for mis- conduct in oflQce. Id. A trading corporation held liable as accom- modation indorser on a note in the hands of a bona fide purchaser. Jacobs Pharmacy Co. v. Southern I!. & T. Co., 55 S. E. Rep. 171. A corporation held not liable in garnishment to one of its salaried officers, where at no time, on striking a balance, there would hare been any- thing due to the officers. Bank v. Light & Water Co.. 26 S. E. Rep. 473.] (2.) To have and use a common seal. (3.) To make by-laws, binding on their own members, not inconsistent witti the laws of this State and of the United States. See §§ 16S0, 1999. [Corporation can exercise no power over cor- porators, beyond those conferred by charter, ex- cept on condition of their agreement and consent. Winter v. R. R. Co., 11 Ga. 438. When neither charter nor any general statute imposed on stock- holders of a corporation a liability to pay its debts, such liability cannot be imposed by a by- law. Reid V. Mfg. Co., 40 Ga. 98. If individual members have represented to public that they were so liable, they are bound, not as subscribers, but as individuals. Id. Officer's of corporation ac- cepting and serving under known liy-laws are to be understood as accepting such by-laws. INIfg. Co. V. Brown, 58 Ga. 240. And a by-law which creates a lien on stock, for debts due the cor- poration, is binding as between the corporators. Tuttle V. Walton, 1 Ga. 4.3. But a by-law which Infringes a statute is void. Haywood v. Mayor, 12 Ga. 405.] (4.) To receive donations by gift or will. (5.) To purchase and hold such property, real or personal, as is necessary to the pur- pose of their organization. [Mortgage by stockholders, officers Interested, effect of. Hoist v. Burrus, 79 Ga. Ill; s. c, 4 S. E. Rep. 108. Purchasing property or engaging In business outside of charter, is ultra vires. Reynolds v. Simpson, 74 Ga. 454. Aliter. if to secure or col- lect debt in good faith. Id. Stockholder under deed from company cannot set up a prescriptive title bevond wliat company might. Moses v. Mfg. Co., 62 Ga. 455. (6.) And to do all such acts as are neces- sary for the legitimate execution of this purpose. [Directors, unless expressly restrained either by charter or by-laws, may exercise ordinary powers of a corporation. Min. Co. v. King, 45 Ga. .34. Incidental powers of mining corporation. Id. Of corporation for manufacture of pig iron. Iron Co. V. Jones, 52 Ga. 56. Of lumber company. Ell- ington V. Lumber Co., 93 Ga. 53; s. c, 19 S. E. Rep. 21. Injunction asked by stockholders against action of company which they claimed to be ultra vires refused bv chancellor. Cozart v. R. & B. Co., 54 Ga. 379. Allowing stockholders to pay up subscriptions before due In depreciating currency is ultra vires. R. R. Co. V. Vason, 57 Ga. 314. Sawmill company, by express consent of stock- holders and directors, when incidental and neces- sary to its business, may legally guarantee in- terest on railroad bonds. Mercantile Co. v. Emp. Co., 91 Ga. 0.36; s. c, IS S. E. Rep. 358. A corporation cannot be a peddler. Iron Co. v. Johnson. 84 Ga. 7.54; s. c. 11 S. E. Rep. 233. Railroad company to form partnership is ultra vires. Gunn v. R. R. Co., 74 Ga. 509. Towers of a corporation are llmiteS by act of incorporation, and besides powers specially granted, it has those which are common to all corporations. Power to form partnership not one of those which is common to all. Id. No corporation, whether private or public, can exercise any power not expressly conferred or necessarily implied to enable it to carry into effect purpose for whicli it was created. This is Inseparable from the very definition of a cor- poration as given by section 1670. Church v. City, 76 Ga. 188; Leverett v. Ry. Co., 96 id. 386; s. c, 24 S. E. Rep. 154. Corporation has only the power conferred bv its charter. Singleton v. R. R. Co., 70 Ga. 464. And such powers are always to be strictly con- strued, and its obligations to be strictly per- formed, whether they may be due to State or to individuals. Id. No remedy can be had for breach of contract which Is ultra vires. Hose Co. v. Philpot, 53 Ga. 625. Exclusive grants are to be strictly construed, and will not be extended further than their terms require. R. R. Co. v. Augusta, 96 Ga. 565; s. c, 2.-', S. E. Rep. 501. Ultra vires could not be pleaded against a bona fide purchaser, in defense of a note given by the corporation for property it had no autliority to buy, though it offered to rescind the sale when the offer wag not made on the grounds of ultra vires. Towers v. Inman, 23 S. E. Rep. 418. Where a railroad company, incorporated under general act, accepts amendments to Its charter by a special act. and afterward, without objection of its stockholders, contracts with respect to powers conferred by special act, both corporation and stockholders are bound by such contract, whether special act be valid or not. Johnson v. Trust Co., 21 S. E. Rep. 576. Evidence examined, and held that the secretary of defendant corporation had authority to make and endorse notes in its corporate name. Jacobs Pharmacy Co. v. Southern Banking & Trust Co., 25 S. E. Rep. 171. One giving a deed to a foreign corporation under a power of sale to secure a loan, held estopped to deny the right of the corporation to exercise the power. Ray v. Home, etc., Co., 26 S. E. Rep. 56.] § 1680. Eveiy corporation acts through its officers, and is responsible for the acts of such officers in the sphere of their appropri- ate duties; and no corporation shall be re- lieved of its liability to third persons for the acts of Its officers by reason of any by-law or other limitation upon the power of the officer, not Ijnown to such third person. Agents, appointment and power of. § 2182 et sect- [Persons acting publicly as officers of a cor- poration will be presumed rightfully in office, and their official acts will be binding on corpora- tion so far as third persons are concerned. Hall V. Carey, 5 Ga. 2.39. If a corporation be dissolved or surrendered the officers under it share its fate. State v. Mayor, 5 Ga. 250. The savings of a stockholder do not GEOliGlA. 15 Corpniate powers; dissolution — Rev. Code, §§ KJS1-1G85. hind corporation. Mitchell v. R. R. Co.. 17 (ia. 574. Corporation lialile in damages for wrongs coraniittcKl by its otfic-crs and ajrcnts. Green v. So. Ex. Co.. 41 Ga. .">1.5. Corporation bound by audited accounts of its treasurer. Min. Co. v. King. 45 Ga. '.'A. And by contract made by agent in another State. Id. Assets placed in liands of officer, corporation necessary party to bill tiled by stockholder against such othcer for account. I'oung v. Moses, 53 Ga. 628. Assignment by officers after term had expired under authority of stocljholders granted before, valid. They were othcers de facto if not de jure. Milliken v. Steiner, 50 Ga. 251. Contracts between two corporations, not ren- dered void by fact that persons making it were othcers in both. Mayor v. Innian, 57 Ga. 37U. Directors are agents of tlie corporation, and not of the stockholders. McDougald v. Bellamy, 18 Ga. 411. l>irectors cannot be considered as trnstees, or prohibited, as such, from purcliase of trust prop- erty or stock belonging to corporation. Hartridge V. l\ockwell, 5 Ga. 2(jU. Settlemeuis between company and stockholder, to whom lormer is Indebted, may be mane by directors, nothing fraudulent appearing. K. li. Co. V. Vason, 57 Ga. 314. Ccintract made with corporation itself, mistake In deed by otficer, in execution, corrected. Town Co. V. I'.iower, 80 Ga. 1:58; s. c, 7 S. K. Hep. 273. That othcer had power lo contract, and to exe- cuie, not alter case. Id. Action for deceit against directors for hypothe- cating illegal stock, not affected bj; subsequent dealing with corporation. ISauk v. Sibley, 71 (ia. 727. And in such action a corporate existence cannot be called in question. Id. Declarations of directors inadmissible to prove one to have been an agent. K. K. Co. v. Var- nedoe. 81 Ga. 11 ti; s. c, 7 S. E. Uep. 129. Directors and shareholders are quasi trustees, and without special power under charter cannot liind corporation or its assets by contract to pay usury. Warehouse Co. v. Johnson, 152 Ga. 3US. Corporation bound by license granted liy gen- eral superintendent. K. R. Co. v. Mitchell, 69 Ga. 114. Unwise and improper management of affairs of corporation does not furnish reason lor equitable interference at instance of general creditors, when. Dodge v. Manganese Co., for frauds and torts of its agents in same manner as individuals; ten- dency of the law is to place cori)orations and In- dividuals upon same footing. McDougald v. Bel- lamy, IS Ga. 411: Mill Co. v. State, .54 id. 635. If agent of ii coriiorntion liave authority to con- vey a mortg;(gi', and atlixes thereto anvthlng wlilcli the law recognizes as a seal, it will l)e a good execution bv the corporation. Jolihston v. Cniwley. 2.5 Ga. .•'.16. ("on)or!itio!i may be charged with TTbel through acts of agent. .Machine Co. v. Souder, 58 Ga. 64. GEORGIA. 17 Agency — Rev. Code, §§ 2183, 2209; Property, id., §§ 2234, 2237, 2256. General superintendent Is agent of corporation, jind dcnianrt on him by fiiiploye for wasres was stifflcient. Hobbs v. Lumber Co., 74 Ga. 371. Powers of agent of corporation to make note, under charter and letter of attorney, is to be construed by court. Dobbins v. Mfg. Co.. 75 Ga. 238. Agent to bind company, all requirements of charter must bo i)ursu('d. Id. Sayings and acts of :igent. within scope, bind- ing. Ins. Co. V. Edwards, 74 Ga. 228. Statement of man that he is agent will not make corporation his principal. R. R. Co. v. Varnedoe, 81 Ga. 176; s. c, 7 S. E. Rep. 129. Certiorari of corporation, affidavit of agent held food tore. Pioneer Co. v. Mfg. Co., 6( Ga. 38. A contract by agent under seal is his individual contract, when. R. R. Co. v. Varnedoe, 81 Ga. 170: s. c, 7 S. E. Rep. 129. Corporation acts only by and through its mera- bei-s and agent.s; their acts (rr fiiiuds are its own. Fuche V. Browne, 74 Ga. 251. Admissions of agents of corporation, in scope of business, admissible in evidenee. Imboden v. Min. Co., 70 Ga. 87. Also of president in iin action with business of liis otHce. Id.; Dobbins v. P. M. Co., 75 Ga. 4.50. Power of agent to bind corporation by promis- sory note, not implied, when. Dobbins v. Mfg. Co.. 75 Ga. 238.] § 2183. (As amended December 13, 1894.1 Generally, an agency is revocable at the will of the principal. The appointment of a new agent for tlie performance of tlie same act, or the death of either principal or agent, revolves the power. If, however, the power is coupled with an interest in the agent him- self, it is not revocable at will; and in all cases the agent might recover from the pnn- cipal, for an unreasonable revocation, any damages he may have suffered by reason thereof, but every creditor or other person advancing money upon the pledge of a cer- tificate of stock, or other script representing an ownership interest in corporations in Georgia, shall have such an irrevocable in- terest in such certificate of stock or other script representing an ownership interest in corporations in Georgia as not to be affected by the death, insanity, or legal disability thereafter of the person in whose name such stock or otlier script stands upon the books of any corporation in Georgia; But that such pledgee or liolder of such stock or script assigned in blank, coupled with the power of attorney, shall have the same right after the death, insanity, or legal disability of the person in whose name said stock stands upon the books of said corporation as before the death, insanity, or legal disability of such person. ARTICLE III. Sec. 2200. AVhen agent has right of action. § 2209. Generally an agent has no riglit of action on contracts made for his principal. The following are exceptions: 2. Wheie promissory notes or otlier evi- dences of debt are made payable to an agent of a corporation or joint-stock company. TITLE IV. OP PROPERTY. CHAPTER I. Of Realty. Sec. 2234. Franchise, when exclusive. § 2234. No franchise granted by this State shall be held to be exclusive, unless plainly and expressly so declared to be in the grant. [In construction of statutes, made in derogation of common right, and In favor of corporation, care should be taken no* to extend tliem beyond their express words or tlieir clear import. Mayor v. U. R. Co., 7 Ga. 221; Mayor v. Hartridve, 8 Ga. 2:1. Where exclusive authority is vested in a private corporation, said body retains power to modify or re.-iiriet such exclusive grants. R. R. Co. v. R. It. Co., 49 Ga. 1.51. Charter rlglits antagonistic to rights of private propei'ty will be strictly construed, and their exercise must be in direct compliance with law granting them. R. R. Co. v. Gilbert, Ti Ga. 591. Grants of power must be expressed or by neces- sarv implication. Davis v. K, R. Co., 87 Ga. G05; s. c, 13 S. E. Rep. 507.] CHAPTER II. Of Personalty. Sec. 2237. Stocks in incorporated companies per- sonalty. § 2237. (As amended December 11, 1893.* * * * Stocks representing shares in an incorporated company holding lands or a franchise in or over lands are personalty. [Railroad stock is personal assets. R. R. Co. V. Thomason, 40 Ga. 408; Ross v. R. li. Co., 53 Id. 514. Bona fide purchaser of railroad stock protected. Stiuson V. Thornton, 56 Ga. 377.] TITLE V. OF ESTATES. CHAPTER II. Estates for Life. Sec. 2256. Issue of new stock belongs to re- mainderman. § 2256. The natural increase of the prop- erty belongs to the tenant for life. Any ex- traordinary accumulation of tlie corpus — such as is.sue of new stock upon the share of an incoi-porated or joint-.stock company — attaches to the corpus and goes with it to the i-emainderman. [" Income " devised to life tenant, with re- malnder over, dividends, whether In cash or In certificates of indebtedness, are part of the in- come, and go to life tenant. Miller v. Guerrard, 67 Ga. 284.] TITLE VI. OF TITLE A>D THE MODE OF CO WE VANCE. CHAPTER III. Administration. Section XII. Of Foreign Administrators. Sec. 2618. Foreign executor, administrator or guar- dian may transfer stock. § 2618. (As amended December IS, 1893.1 Such (a) foreign executor or administrator or 18 GEORGIA. Levy on shares — Rev. Code, § 2626; Receivers, id., § 3149a. fcnt'ijrn {riiardian may transfer the stock of any liank or other corporation in this State standinsr in tlie name of the decedent or ward and cliock for deposits made by him and dividends declared on his stock, first filing witli the bank or corporation a certi- fied copy of his appointment and qualifica- tion; Provided, however, That no stock shall be transferred until the foreign executor, administrator or guardian shall have given notice once a weelc for four weeks in the paper in which the sheriff's notices are pub- lislied in the county of the principal office of the corporation of his intention to make said transfer. [Foreign guardian. If auttiorized by law of State of api>ointnient, may sell and transfer stock in corporation of this State without application to courts here. Ross v. R. R. Co., 53 Ga. 514.] CHAPTER IV. Title by Judicial Sale. ARTICLE I. Sec. 2C26. Levy on and sale of shares of stock. § 2626. (As amended December 17, 1894.) Shares in a bank or other corporation may be levied on and sold, either under attach- ment or ti. fa., in the county where the corpo- ration does busimess — notice of such levy being given to the defendant, if his resi- dence be known, and also the officers of the corporation. Upon demand by any sheriff, constable, or other levying officer of this State, having in his hands any execution or attachment against any person who is the owner of any shares or stock of said bank or joint-stock company, uix>n the president, superintendent, manager, or other officer of any corporation or joint-stock company hav- ing access to the books thereof, said presi- dent, superintendent, manager, or other offi- cer aforesaid sliall disclose to said levying officer the number of shares and the par value thereof owned by the defendant in said execution or attachment, and on refu- sal to do so, shall be considered in contempt of court and punished accordingly. Such sales shall be made only by the sheriff or his deputy, and constables levying thereon shall turn over such levies to the sheriff. Only one share shall be sold at once. Tlie sheriff shall give the purchaser a certificate of his purchase, which, on presentation to the officers of the coi-poration, shall author- ize a transfer of the stock to him. Transfers of stock after levy of an attacliment. or after judgment, and with notice to the corporation of the levy or judgment, are absolutely void. If the shares be in a railroad, canal, turn- pike, or plank-road company, they may be levied on and sold in any county through which the same passes. [Where stock Is attached and sold at sheriff's sale, it Is duty of proper officer of corporation to make necessary transfer on books of company. If he refuses to do ."so, mandamus Is the proper proceeding. Bailey v. Stohe<-ker, 38 Ga. 2r>!.». Mere transfer of stock on books by an otticcr of a company will not make company liable as guar- antor of vendor's tille to the slock. Nulling v. Thomasson, 4G Ga. 34. Stock held as collateral is subject to attachment. Kyle V. Montgomery, 73 Ga. 337. Purchaser of stock at sheriff's snip with notice of Hen purchases such Interest as corporation had. Tuttle v. "Walton, 1 Ga. 43. Stock in a corporation is not subject to be levied on, under an attachment against owner of stock. Haley v. Reld, 16 Ga. 437.] TITLE IX. OF EQIITY. CHAPTER VI. Administration of Assets. Sec. 3149a. Receiver of assets of Insolvent cor- poration. § 3149a. (As amended December 13. 1894.) In case any corporation, not municipal, or any trader, or firm of traders, shall fail to pay, at maturity, any one or more matured debts, payment of which has been properly demanded of such debtor, and by him re- fused, and shall be insolvent, it shall be in the power of tlie court of equity, under a creditor's bill, to which one or more credit- ors, representing one-third in amount of the unsecured debt of such insolvent coiijoration, trader, or firm of traders, whose debts are matured and unpaid, shall be necessary par- ties, to proceed to collect the assets, real and personal, including choses in action and money, and appropriate the same to the cred- itors of such trader, firm of traders, or cor- poration. Relief from individual liability. See Act No. 11, p. 28. See § 1673 (3), note. [A citizen cannot be made receiver of a broken corporation without his consent. Bethune v. I>ougherty, 21 Ga. 257. Tnder above section, counsel fees are to be borne by creditors pro- portionately. Trust Co. v. Thurman, 20 S. E. Rep. 141. An existing corporation may make an assign- ment for benefit of creditors. McCallle v. Wal- ton. 37 Ga. 611. Insolvent corporation is incapable of making general assignment for benefit of creditors, either with or without preference. Steel Co. v. Agr. Works, 76 Ga. 1.35. Assignment by corporation, while In existence, good against debtor though charter expires be- fore assignee sues. Harvey v. Cubbedge, 75 Ga. 703. Assets of corporation trust fund to pay debts, and stockholder is chargeable with notice of the trust, and cannot hold adversely so as to defeat jiidgment creditor. Moses v. Mfg. Co., 62 Ga. 456. Unpaid subscriptions of insolvent corporation are assets for benefit of creditors, of which court of equitv will compel pavment. King v. Sullivan, 93 (ia. 621; s. c, 20 S. E. Rep. 76. But jurisdiction for this purpose over a foreign corporation which lias no otiice. ofbcer, agent, or place of business in this State, cannot be obtained by merely serving corporation by publication. Id. How creditors must proceed "in such case. Id. , , ^ A non-trading corporation subject to Insolvent Traders' Law. Nat. Bk. v. Factory, 91 Ga. 2^; s. c, 18 S. E. Rep. IGO. GEORGIA. Suits asainst corporations — Rev. Code, §§ 3367-3369. 19 Corporafion expires by limitation of cliartor; pending suit, a rpfeiver anpointod. rocoivpr main- t.iins action. Houston v. Redwise, 85 Ga. 130; s. c, 11 S. E. Kep. 662. Prosideut of insolvent corporation liable for rnntcnipt. ■^^•hen. Tolleson v. Bank, 85 Ga. 171; s. f.. n S. F. Kep. riDO. Decree making assessment for unpaid s\ibscrip- tlon to capitnl stoek of insolvent corporation, binds corporator though he has no notice. Howard V. f.'lenn. S5 Ga. 2?.H: s. c. 11 S. K. Rep. 010. Corporate assets of every desorintion constituted fi-nd for pavnient of its debts. Beck v. Hender- son, 76 Ga. 360. (\'ipital stock subscribed reduced by resolution to actual amount paid in. all subscribers assent- ing, releases them from further liability to cor- poration and to each other. Hill v. Silvey, 81 Ga. ,^01: s. c, 8 S. E. Rep. St)S. Hut reduction being to .in amount less th.nn nii"imum .Tutbnri/ed capital, creditors may hold stockholders for dif- fpyrrre. Id. Tf amount fixed and reqtiired by charter has not been stibseribed, or subscriptions hnve been real- ized, without consent of stoekholders, his sub- prriiitlon cannot be enforced against him. Brand v. T^. R. Co.. 77 Ga. -<(t(^: s. e.. 1 S. E. Rep. 2.^.^. Eo'iitable transfer to third per«on to pay debts of eorporation are enjoined at suit of shareholder not paid up. I.andes v. Mfg. Co., 73 Ga. 172. Owner of all the shares of a bank owins no debts, transferring title to charter is not liable for debts subserjuentl.v contracted, when. Mor- g;in V. Brown, 77 Ga. 627. Rreeiver may sue: a decree authorizing, admis- gible. without pleadings, when. Beck v. Hender- son. 76 Ga. 360. Insolvent forporutlon may make mortgage as additional security to note indorsed by stockhold- ers. AVelhl V. Atla. Co., 89 Ga. 297; s. c, 15 S. E. Rer. ?S2. ■When corporation is to be regarded as insolvent. Bapkinsr Co. v. Lumber Co., 91 Ga. 625; s. c, 17 S. ^. Rep. 968. T^e f.Tct that one corporation owns the enti'-" capital stock of another does not vest in it legal title to the latter's propert.v so as to render such propertv subject *n tlie former's debts as asrninst the latter's creditor. Exchange Bank v. Mason Const. Co., 25 S. E. Rep. .326. On rescission of a contract of sale entered into bv an Insolvent corporation, a stockholder who advanced money for the betterment of the prop- ert.v purchased, held not entitled to restitution as n creditor precedent. Collins Park. etc.. R. Co. V. Short Elec. Ry. Co., 25 S. E. Rep. 929.] Part Third. The Code of Practice. TITLE II. OF ACTIOXS. CHAPTER III. Petition and Process. ARTICLE 11. PARTICULAR CA!?E.S. Section III. Suits against Corporations. Sec. 3367. Joint-stock companies, corporations, etc., how sued. 3368. Liability of railroad companies for in- jury to person or property. 33C9. Service of process afl({,i Lessees of railroad, how served. 3370. When and how service may be per- f(>cted by pnblication. 3371. Notice to stockholders and effect of. 3;'.72. Execution, ftrojiert.v subject to. 3373. Presiding officer bound to give names of stockholders, etc. 3374. President or stockholder may defend suit. 1 3375. Illegality of execution. i 3376. Preceding sections cumulative only. § 3.367. In all suits again.st the members of a ijrivale as.sociation, joiut-srock cnmnany, or the members of existing or dissolved cor- porations, to recover a debt due by the a.'^so- eiation. company, or corporation,' of which they are or have been members, or for the ai>- propriation of money or funds in tlieir hands to the payment of sucli debt, tlie plaintiff or complainant in such suit may institute the same, and proceed to judgment therein against all or any one or more of tlie mem- bers of such association, company, or corpo- ration, or any other pei-son "liable, and recover of the member or members sued the amount of unpaid stock in his hands, or other indebtedness of each member or mem- bers: Provided, The same does not excee*l the amount of the plaintiff's debt against such association, company, or corporation; and if it exceeds such debt, then so mucii only as will be sufficient to satisfy such debt. See § 1679 (1), note. [Suit may be brought In usual way by citizen of Georgia against a corporation, though "cause of action arose in another State. Berry v. R. R. Co., 39 Ga. 555. Section referred to and construed. R. R. Co. V. McDauiel, 56 Ga. 195.] § 3368. In all cases where the person or property of an individual ma.v be injured, or such property destro.ved, by the carelessness, negligence, or improper conduct of any rail- road company, or officer, agent, or emjiloye of such company, in or by the running of the cars or engines of the same, such com- pany shall be liable to pay damages for the same to any one whose property or person may be so injured or destroyed, notwith- standing any by-laws, rules, or regulations, or notice, which may be made, passed, or given, by such company, limiting its lia- bility.' § 3369. Service of all bills, subpoenas, writs, attachments, and other original pro- cess necessaiT to the commencement of any suit a.gainst any conwration in any court of law or equity, except as hereinafter pro- vided, may be perfected by serving any officer or agent of such corporation, or by leaving the same at the place of transacting the usual and ordinary jniblic business of such corporation, if any such place of busi- ness then sliall be within the jurisdiction of the court in which said suit may be com- mencetl. The officer shall specify the mode of service in his return. [Service of summons upon a corporation. See W. L. Co. V. Bank, 30 Ga. 0S5. I'pon a foreign corporation. Ins. Co. v. Carrugi, 41 (4a. 660. Agent of a foreign corporation may acknowledge seiwice so as to authorize a general ludgment against lils principal. R. R. Co. v. R. it. Co.. 51 Ga. 4.-.8. Service upon president In county where he rc- slfled at commencement of action, where books were, and where stockholders were under notice to meet. Is sufficient service on company. Bank V. Mfg. Co.. 55 Ga. .36. 20 GEORGIA. Suits against corporations — Rev. Code, §§ 3369a-3372. Service of garnishment on domestic corporation, whose president resides in this State, must be upon president, and not upon suijordinate oflicer, though president be temporarily absent. Steiuer V. R. U. Co., 60 Ga. 552; Brigham v. liy. Co., 74 id. 365. Garnishment served on corporation based on grant of charter is void. Bartram v. Mfg. Co., 0'>> Ga. 751. Members of company cannot be held liable as partners under summons directed to company as a corporation. Id. Jurisdiction of corporation, as defendant, where locality not fixed by charter, but office established in county of suit. Coal Co. v. Hazlett, 83 Ga. ."50: s. c. 10 S. i:. Rep. -1:^5. Officer serving process on corporation to certify In his return manner in which sucii service was perfected. Hayden v. Bank, 66 Ga. 150. Service on general manager, though out of State, su^cient, when, Stewart v. Rutherford, 74 Ga. 436. Affidavit denying legality of service insufficient, when. Hotel Co. v. Furniture Co.. 73 Ga. 94. The agent of a foreign corporation attending court as a witness for the State in a criminal cause, is exempt from service upon him as such agent for process against the corporation. Fi- delity & Deposit Co. V. Everett, 25 S. E. Rep. 734.] § 3369a. Whenever any railroad company, incorporated under the Laws of this State, or whose line of road may extend into this State, may have leased their line of road to any person or corporation, and said lessee, or lessees, are in possession of said road, ser- vice on such leasing company may be per- fected as follows: The plaintiff shall file with the clerk of the superior court, judge of the county court, or justices of the peace, where such suit is commenced, a notice in writing, directed to the president of the leas- ing company, informing him fully of the pendency of such suit, and its nature, which *jhall be enclosed in a stamped envelope, to be furnished by and at the expense of the plaintiff, and sent by said clerli. county judge or justice, through the mail to the president of the leasing company at his resi- dence, at least fifteen days before the ap- pearance term, and said clerk, judge or jus- tice shall, in addition, deliver to tlie sheriff or constable a copy of the writ or summons, who shall serve the same on the depot agent of said lessees, and make return thereof as in other cases. [Venue of action against railroad company. See 35 Ga. 144. Declarations of employes of railroad • ompany should be received with caution. Wright V. R. & B. Co., 34 Ga. 330.] S 3370. In all cases where any corporation shall have no public place for doing busi- ness, or shall have no individual in office upon whom service of writs or process may be perfected within the knowledge of any party, complainant either in law or equity, the said complainant may make an affidavit that the said corporation has no public place of doing business, or has no individual in office upon whom sei'vice of writs or process may be perfected, within the knowledge of said complainant, and such affidavit being filed in the clerk's office of the court to which the said writ may be made returnable, tlu" clerk of the said court shall issue a citation to the said defendants to be and appear at the said court, to answer tlie complaint ; wliich citation shall be pul)lislied once a weeli for tliree weeks prior to the court to which the said complaint may be returnable, in some newspaper published in the county in which suit is brought. If no paper is published therein, then in the one nearest thereto; and such advertisement sliall be deemed and held a service upon sucli corpo- ration for all purposes either in law or equity, and any copy of the newspaper con- taining said publication shall be received in any of the courts as sufficient evidence of such service. [Section referred to and construed. Heard v. Sibley, 52 Ga. 312; Young v. .Aioses, 53 id. 628; Cherry v. R. R. Co., 59 Id. 447; Branch v. Bank, 50 id. 413.] § 3371. Plaintiffs or complainants, within one mouth after the institution of any suit or suits, at law or equity, against any cor- poration, joint-stock or manufacturing com- pany, may publish once a week, for four suc- cessive weeks, in some public gazette of this State, notice of the commencement of said suit or suits, and said publication shall qperate as notice to each stoclcholder in said corporation, joint-stock or manufacturing company, for the purposes hereinafter mentioned. [Notice by publication under this section need not appear of record. Stone v. Davidson, 56 Ga. 179. Section referred to and construed. Heard V. Sibley, 52 Ga. 311; Gresbam v. Crosslaud, 51) id. 278.] § 3372. When notice has been given as pro- vided in the preceding sections, and a judg- ment or decree has been obtained against any corporation, joint-stoclv or manufac- turing company, where the individual or pri- vate property of the stoclcholders is bound for the whole or any part of the debts of said incorporation, joint-stoclc or manufacturing company, execution slinll first be issued against the goods and chattels, lands and tenements of said corporation, joint-stock or manufacturing company; and upon the re- turn thereof by the proper officer, witli the entry thereon of " no pi'operty to be found," then, and in tliat case, the cleric, or other officer, upon an application of the plaintiff, his agent, or attorney, accompanied with a certificate as hereinafter directed to be ob- tained, forthwitli sliall issue an execution against eacli of tlie stockholders (if required) for tlieir ratable part of said debt and cost of suit, in proportion to their respective shares, or other liabilities under their charter of incorporation. [Section referred to and construed. Heard v. Sibley, 52 Ga. 311. Judgment creditor of corporation may go into a court of equity to reach equitable assets of cor- GEOHGIA. 21 Suits agaiust corporations — Rev. Code, §§ 3373-3376; Discovery, id., §§ 3810, 3811, 3813. poratlon, to exhaust his legal remedies. Stinson V. ■Williams, 35 Ga. 170. Equity will compel payment of sufBcleiit per cent, of unpaid stock to meet debts. 11. It. Co. V. McDaniel, 5G Ga. 101. Judgments of stockholders against company may be set off in equitv ajrainst suit un«U'r individual liability calls. Boyd v. Hall. r>(i Ga. "><;:?. But such judgment may be attaokfd for fraud. Id. ■\Vhere charter provides that stocklioldors shall bf> liable pro rata for debts of comi)any, recovery of entire debt may be out of one. provided it does not exceed defendant's proportion, id.] stock and manufacturing companies shall be under.'Jtootl and construed as cumulative of tlie common law. [Remedy under sections .3.167 to 3375 are cumu- lative. Mosley v. Jones. 06 (Ja. 4C6. Suit against individuals named and to foreclose lien, judgment against them, valid. Id.] § 3373. It shall lie the duty of tho presi- dent or presidiufj otticor of such incorpora- tion, joint-sloclv or manuf;icturinjr company, by whatever name he may be designated, upon application of the plaintiff, his agent, or attornej', forthwith to give a certiticate, under oath, of the stoclvliolders in said com- pany, and the number of shares owned by each at the time of tlie rendition of judg- ment against said company; and if, upon ap- plication by the plaintiff, his agent, or attorney, the president, or officer aforesaid, sliall refuse to give a certifioate as aforesaid, or shall abscond or conceal himself to avoid giving the same, the plaintiff, liis agent, or attorney may malce oath of such refusal, and the clerk, or other officer, shall issue an exe- cution against such president or presiding officer, as aforesaid, for the amount of prin- cipal, interest and cost of said suit. [Transfer of shares on books Is prima facie evi- dence of ownership of shares. Thornton v. Lane, 11 Ga. 459. As to duty of president under above section, see Stone v. Davidson, 56 Ga. 182.] § 3374. If the president, or other officer of said corporation, joint-stock or manufactur- ing company, sliall fail or refuse to defend said suit or suits brought as aforesaid, any one of the stoclvholders of the said comiiany shall be permitted to i)lead to and defend the same in as full and ample manner a.s said company, in its corporate capacity, could or might do. [Unless expressly authorized by statute, stock- holders are not allowed to plead and defend for the corporation, and are not parties on the record. Blackman v. B. & B. Co., r>H Ga. IS!). And can- not maintain bill for protection of corporate prop- erty, without alleging refusal of cori)oration to act" in its corporate name. Ware v. Bazemore. >"»S Ga. 317. Seeti'-n referred to and construed. Stone V. Davidson, oG Ga. ISl.] § 337.''>. In a judgment against a corpora- tion, joint-stock or manufacturing company, under the provisions of this Code, the defend- ant or defendants in execution shall be enti- tled to an illegality under the same rules, regulations and restrictions as defendants are in other cases. [Section referred to and construed. Stone v. Davidson, 56 Ga. 181.] § 337G. The preceding sections in relation to proceedings against corporations, joint- TITI.E X. OF KVIDEXCE. CHAPTER III. Discovery from the Parties. Sec. .3S10. Discovery at law. ;^811. Interrogjitories directed to officers of eorporation may be filed. 3813. Failing to answer, or answering eva- sively. § 3810. Discovery may be had from the op- posite party, either nominal or real, in any case pending in any court in this State. §3811. (As amended November 12, 1889.) The party seeking the discovery may eitlier subpoena the other jiaity as a. witness, or else file interrogatories, and sue out a commission, as in cases provided for other witnesses. In the latter event, the right of cross-examina- tion exists as in other ca.ses, and in all cases in any of the courts of this State where either the plaintiff or defendant is a corpo- ration, either foreign or domestic, public or private, it shall be the right of the opposite party to file with the clerk of the court, where such case is pending, inteiTogatories directed to the president, secretary, treas- urer, or other officer or agent of said corpo ration, and it shall be the duty of the officer or agent named in such interix)gatories to sue out a commission directed to himself, and to have said interrogatories executed and returned to the next term of the court; Provided, The opposite party, or his attor- ney, shall give twenty days' notice before the sitting of said court to the attorney of record, or to any officer or agent of such cor- poration in the county whore suit is pending, that inteiTOgatories have been so filed, and provided said corporation or its agent shall not be required to advance the costs of exe- cuting said interrogatories. § 3813. (As amended November 12, 1SS9.) * * * And if eitlier party be a corpora- tion, the officer calleivlden(ls paid b.v mistake recoverable. Iil. The right of pledgee to recover dividetifis > >> the stock pledged, determined. Armour v. E. Home Town Co., '25 H. E. Kep. 504. J § 4G()4b. Any president, director or direct- ors, or otlier olticer or agent of any joints stock company, corporation, bo Ga. 42; s. c, 15 S. E. liep. Gol.] Act 2. A\ ACT to authorize manufaotiirinj; and luiuinjr companies to become incorporated as savings banks; to prescribe the manner of such incorporation; to define the pow- ers and liabilities of such companies when so Incorporated; to secure by lien and de- fine the rights of depositors therein; to fix the rate of iinterest to be paid deposit- ors, and for other purposes. Section 1. Be it enacted by the general assembly of Georgia, Tliat any manufac- turing or mining company, under the laws of this State, with propei-ty of the value of twenty-five thousand dollars, over and be- yond its lien or secured debts, upon request of a majority of the stock voting at an an- nual or called meeting, may and shall l)e Incorporated and authorized to do a savings bank business upon the president tliereof filing a petition for a charter as a savings bank, which said petition shall be sworn to by said president before a judge of tlie su- perior or city court of this State, and sljall set forth the vote ajiiilying for said fran- chise, the amount of stock actually paid in, the cost and present value of its real estate, the cost and present value of any and all buildings, fixtures and improvements thereon, the cost and present value of all machinery used and employed by said com- pany, the amount of insurance upon the buildings, fixtures, maciiinery and improve- ments of Siiid company, the value of the property of said company over and beyond its lien or secured debts, the total indebted- ness of saijd company and tlie character and amount of all lien or secured debts. S 2. Be it further enacted, Tliat upon said petition so sworn to being filed with the secretaiy of State and showing therein un- der the oath of the president that the said company owns and possesses property of the value of twenty-five thousand dollars over and beyond its lien or .secured debts, the secretary of State sliall issue to said company, under the great seal of the State, a certificate substantially as. follows: To all whom these presents .may come, greeting: A\ hcreas. , incoritorated under the laws of this State, having filed a petition for savings bank franchises in terms of the law, and it appearing from the oath of the president thereto that said company owns and possesses property of the value of twenty-five thousand dollars over and be- yond its lien or secured debts, and having complied M-ith requirements of the law in such cases made and i)rovidetl: Tlierefore, by virtue of the act of the general assembly, the State of Georgia hereby grants to full authority to exercise the pow- ers and privileges of a savings bank, and to do a savings l>ank business in terms of the law in such cases provided, all depositors In such savings liank to have a first lien on the property of said company as provided by law subject to sucli liens as exist at the date hereof and to all taxes. In witness whereof, thefie presents have been signed bv the governor and secretarj- of State, at At- lanta, and tlie great seal of the State at- tached thereto, this .... day of 18 And thereupon said comjiany shall be a cor- poration to do a savings 1i;ink business with the powers and subject to th< ^abilities in this act contained. A copy of said petition and certificate shall be recorded in the office of the clerk of the superior court of the county in which said company's principal office is located within thirty days after said cei-tificate has been issue in action and other per- sonal property ux eveiy sort, and tlie lieu provided for in tjiis section may be fore- closed or enforced by appmpriate proceed- ings by bill in equity to which one or more depositoi-s may be party. § 8. Be it further enacted. That said com- pany shall be authorized to pay interest on deposits at a rate to be agreed on not lesjs than four per cent, nor more tlian eight per cent. But no interest shall be paid on deposits left for less than three months, except by special contract. The same rate of interest shall be paid all depositors with- out discrimination, and on the first days of July and Jauuaiy of eacli year successively, the interest due shall be credited to the de- positors account and itself bear interest. fc?aid company may change the rate of in- terest to be paid by Avritten notice posted in its savings bank office every six months, the rate of interest in no case to be less than four per cent., nor more than eight per cent. § 9. Be it further enacted. That such com- panies ai-e hereby authorized to make rules and by-laws for the government of banliing business not inconsistent with law; to de- fine the duty of their officers; to require bond and security; to fix place or places where de- posits will be received; to change the same; to print and circulate matter encouraging saving, and generally to do and perform such acts and things needful or necessai-y in the prosecution of said business not incon- sistent with law. § 10. Be it further enacted. That no com- pany doing a savings bank business under the provisions of this act shall receive on deposit any sum after the amount of dei)osiis actually on hand are equal in amount to the value of its property beyond its secured debts at the date of the deposit offeretl. Said savings bank sliall be subject to all the pro- visions of the general banking law of this State so far as applicable to the banking business done by said savings bank. § 11. Be it further enacted. That as to de- posits made, the statute of limitations shall not apply until demand is made b.y check or in writing for the sum on deposit, and all unclaimed sums, Mhen tlie depositor is dead without heirs, or for other cause said deposit is not called for, shall be subject to such disposition as may l)y law be provided. S V2. Be it furtiier enacted, That all laws and parts of laws in conflict witli this act be, and ilie same are hereby repealed. (.Approved September 2, 1SS7.) Act 3. AN ACT to prevent officers or agents of banks or other conjorations from using or borrowing any money or otlier property of said banks or other corporations without the permission of the board of directors; to provide a penalty for a violation of this act, and for other purposes. Section 1. Be it enacted. That from and after the passage of this act, it shall be un- lawful for any officer or agent of any bank or other corporation to use or boiTow for himself, directly or indirectly, any money or other property belonging to any banlc or other coi'poration of wliicli he is an officer or agent without the permission of a majority of the board of directors, or of a committee of the board authorized to act, and said agent or officer so offending, or any otlu-r officer or agent of the same corporation loan- ing money or property of the said corpora- tion to another agent or officer thereof with- out the permission of a majority of the board of directors, (n* of a committee authoriKcd to act, shall be held guilty of a misdemeanor, and on coiivi<-tion shall be punished as pre- scribed in section forty-three hundred and ten of the Code; Provided, That nothing herein shall be held to relieve any officer so offending from the pains and penalties of any other violation of the penal laws of this State Avhen the same is committed by means of using or l)orrowing the propertj' of said corporation Avithout the permission herein required. s; 2. Be it furtiier enacted. That all laws and parts of laws in conflict Avith this act be, and the same are hereby repealed. (Approved September 5, 1887.) Act 4. AN ACT to authorize tli<> judges of the su- perior courts of this State to call special terms of their courts to grant charters to corporations under the same rules, regula- tions and restrictions now reiiuired by \aw for grant of same. Section 1. lie it enacted by the general assembly of tlie State of Geoi-gia, That from and after the passage of tliis act, the judges of the superior courts or this State are hereby authorized in their discretion to call and hold special terms of said courts for the purpose of granting cliarters to corporations under the same rules, regulations and re- strictions now required by law for the grant of cliarters. § 2. Be it fui'ther enacted by the authority of the same, That all laws and parts of GEORGIA. Protection of employes — Act of August 13, 1.891. 25 laws in conflict with this act be, and the same are iienOiy repealed. (Approved Septenibor 21, 1887.) [Above act authorising Judges to call special terms to grant charters to corporations, not un- constitutional. Branch v. Augusta Glass Works, t)3 Ga. 573; s. c, 'Si S. K. Kci). l::s.] Act 5. AN ACT for the protection of discharged employes, and to prevent blacklistin^r, and for other purposes. Section 1. Be it enacted by tlie ffoneral assembly of the State of Georgia. Tliat if any railroad corpoi-ation or company or other corporation doing business in this State, or any agent or employer of any sucli company or corporation, after having di.s- cliarged any employe from llie sorvice of any such company or corporation, sliall pre- vent or attempt to prevent by word, writing, sign or other means, directly or indirectly, such discharged employe from obtaining em- ployment witli any otlier person, company or corporation, such person, agent, employer, company or corporation shall be guilty of a misdemeanor, and shall be punished by a fine not exceeding five Imndred dollars, nor less than one hundred dollars, and such per- son, agent, employer, company or corpora- tion shall be liable in penal damages to such discharged person, to be recovered by civil action, but this section shall not be con- strued as prohibiting any person, agent, em- ployer, company or corporation from giving in writing any other i)erson, company or corporation to whom such discharged person has applied for emjiloyment. a trulliful state- ment of the reasons for sucli discharge, and shall furnish to such discliarged employe on his application, to such address as may be given by such discharged employe, within ten days of such application made as afore- said, a true copy of any such written state- ment. § 2. Be it further enacted. That if any railroad or ralhvay company or con)oration, or other corporation doing business in this State, sliall authorize or permit, with its knowledge and consent, any of its or their officers, agents or employers to commit either or any of the acts prohibited in this act (except as In this act provideil), such railroad or railway company or conioration, or other corporation, shall be liable in treble damages to sucli employe so preventeerior courts of this State since tlie passage of the above recited act, approved November 13, 1889, in the granting of whicl\ tlie law of this State in such case provided has been substantially complied with, as it existed previous to the passage of said above recited act. be, and tlie same is, hereby ratified and confirmed, and declared to be valid and legal and to have all the force, effect, power and authority as if said charters had been granted in strict compli- ance and conformity with said above re- cited act, appixived November 13, 1889 § 2. Be it further enacted. That all laws and parts of laws in conflct with this act be. and the .snme are hereby repealed. (Approved September 7, 1891.) Act 7. AN ACT to require certain corporations to give to their discharged employes or agents the causes of their removal or dis- charge, when discharged or removed. Section 1. Be it enacted by the general assembly of the State of Georgia, Tliat here- after, when any railroad company, telegraph company, express company, or electjic street railroad company shall discharge or remove any agent or employe, it shall be the duty of such company, when requested, in writ- ing, by such discharged agent or employe, to give a specific sta,teraent, in writing, setting forth tlie reason or i-easons which have prompted, caused or induced such discharge or removal, and if such discharge or i-e- moval has been prompted, caused or induced, in whole or In part, by any complaint or communication made to such company, it shall be the duty of the company to Inform the discharged agent or employe of the sub- stance and nature of such communication or complaint, and when and by wliom such comi)lalnt or communication v\as mnde. § 2. Be it further enacted, That the writ- ten request provided for in the preceding sec- tion of this act, to be effective, must be signed by the discharged agent or employe, and be delivered, by an officer autliorized to serve the process of citation of a court within this State, either to the president, secretary or treasurer of such company, or to the local agent representing such com- pany in any county within this State, or bj' leaving the same at the principal office of such company during office hours. § 3. Be it further enacted. That any com- pany to whom has been delivered a written request, as provided for in the preceding sec- tion of this act, shall have twenty days from the date of the delivery thereof within which to give the information requested. The statement requii-ed by such company to be given to a discharged agent or employe may be delivei-ed to such agent or employe by an officer authorized to serve tlie process of citation, or by leaving the same, addressed to such discharged agent or employe, witli the county clerk of the county in which the written request was preferred. If such company shall fail or refuse to give the in- formation as hereinbefore provided for, or shall give a false statement thereof, it shall be liable to such discharged agent or em- ploye for damages In the sum of five thou- sand dollars. § 4. Be it further enacted. That all laws and parts of laws in conflict with this act be, and the same are, hereby repealed. (Approved October 21, 1891.) Act 8. AN ACT to provide for the renewal of all cliarters heretofore granted by the general assembly of Georgia by special acts to liaiilving, insurance, railroad, canal, navigation, e.vpress and telegraph com- panies. Section 1. Be it enacted by the general assembly of Georgia, Tliat any banking, in- surance, railroad, canal, navigation, express and telegraph companies, heretofore incor- porated by the general assembly, by special act may from time to time I'enew its charter by filing with the secretaiy of State a petition signed Avith the corporate name, stating the name and cliarter of the corpora- tion, when incorporated, giving tlie date of the original act of incorporation and all amendments tliereto, that it desires a I'e- iiewal of its charter as set out in the original act of incorporation and the acts amenda- toi'y thereof, and paying to the secretajw of State a fee of one hundred dollars, to be GEOEGIA. 27 Renewal and amendment of charters — Acts of December 20, 1893. covered by him into the treasury of the State, and filing along with said petition a certified abstract from tlie minutes of the corporation, showing that the application for renewal had been authorized by proper cor- porate action. Tliereupon the secretaiy of State shall issue to tlie petitioning corpora- tion tlie following certificate, to wit: " Georgia. To whom it may concern, greet- ing: (insert name of petitioning corpoi'ation), a corporation created by an act of the gen- eral assembly of the State of Georgia, by an act approved (insert date of approval of act of iucoi-i>oration, and acts amenda- tory thert^f. approved (insert date of ap- proval amending acts), having petitioned for a renewal of the charter of said corporation in terms of the statute in such case made and provided, tlie grant of coi-porate powers and privileges set out in the above recited acts is hereby renewed fpr the space of thirty years, as to all parts tliereof not in coufiicij with the Constitution and laws now or here- after of force in this State. Witness my official hand and the seal of the State, this day of 18. .." § 2. Be it further enacted. That upon the filing of the petition and abstract, and the Issuance of the certificate prescribed in the foregoing section of this act, tlie corporation shall be conclusively presumed to have ac- cepted the renewal of its charter, and said corporation shall be, and continue for the space of thirty years, a body corporate, with all the powers, privileges and liabilities as granted in the original act of incorporation and the amendments thereto, so far as the same are not in conflict with the Constitu- tion and laws of the State, now or hereafter of force. § 3. Be It further enacted. That the sec- retary of State shall keep of file the peti- tions and abstracts specified in the first section of this act, and shall keep a book in which he shall enter the names of all cor- porations o])taining renewals of charters under this act, and the date of the renewal. § 4. Be it further enacted, That all laws and parts of laws in conflict herewith be, and the same are, hereby repealed. (Approved December 20, 1893.) Act 9. AN ACT to provide for the grant of cor- porate powers and privileges by amend- ment to the charters heretofore granted by special acts of the general assembly to banking, insurance, railroad, canal, navigation, express and telegraph com^ panies. Section 1. Be it enacted by the general assembly of Georgia, That any banking, insurance, railroad, canal, navigation, ex- press or telegraph company, heretofore in- corporated by the general assembly by special act, may amend its charter so as to acquire any or all of the corporate powers and privileges grantetl to a like corporation under the acts already or to be hereafter passed, providing for the grant of corporate powers and privileges to sucii companies by the secretary of State, by filing with ilie secretary of State a petition, signed with the corporate name, stating the name and character of the con»oration, the date of the original act of incorporation and all amendments tliereto, that it desires an amendment to its charter by having granted It the corporate powers and privileges granted to similar corporations by the act, or certain specified sections of the act, prf>- vlding for tlie grant of corjiorate powers and privileges to (insert kind of company) by tlie secretary of State, and paying io the secretary of State a fee of twenty-five dollars, to be coveretl by him into tlie treasury of the State, and also filing along with said petition a certified abstract from the minutes of the corporation, showing that the application for amendment had been authorized by proper corporate action. Thereupon the secretary of State shall issue to the corporation the following certificate: " Georgia. To whom it may concern, gi-eet- ing: (insert here name of petitioning cor- poration), a corporation created bj- an ait of the general assembly of this State by an act approved (insert here date of aji- proval of act), a.nd acts amendatory thereof, approved (insert here date of approval of amendatory acts), having petitioned for an amendment of the charter of said corjiora- tion, in terms of the law in such case made and provided, the corporate powers and privileges set out In the act, or certain specified sections of the act, providing for the grant of corporate powers and privileges by the secretary to (insert charter of com- pany), are hereby conferred upon (insert name of company desiring amendment). Witness mv hand and the seal of this State, this day of , IS. .." § 2. Be it further enacted. That after the filing of said petition, and the Issuance of the certificate prescribed in the foregoing section, the corporation sliall be conclusively presumey the general assembly of the State of Oorgia. and it is hereby enacted by authority of the same, That "from and after the passage of this act, whenever a stockliolder in any bank or otlier corporation is individually liable under the charter, and shall transfer his stock, he shall be exempt from such liability by such trans- fer, unless such bank or other corporation shall fail within six months from the date of such transfer. § 2. Be it further enacted, That the stock- holders in whose names the capital stock stands upon the books of such bank or other corporation at tlie date of its failure shall be primarily liable to respond upon sucli individual liability; but upon proof made that any of said shareholders at the date of the failure are insolvent, recourse may be had against the person or persons from whom such insolvent shareholder received his stock, if within a period of six months prior to the date of the failure of such bank or other conwration. § 3. Be it further enacted. That such in- dividual liability shall be an asset of such bank or other corporation, to be enforced by the assignee, receiver, or other officer having the legal right to collect, marshal and distiibute the assets of such failed bank or other corporation. § 4. Be it further enacted by the authority aforesaid. That all banks and other corpora- tions, whose shareholders are individually liable under their ■ehax-ter, shall keep on hand at all times a true and con-ect list of the shareholders of such bank or other corpora- tion, and it shall be the right of any crenlitor of such banlv or other corporation to inspect the same at any time during the business hours of any working day, and it is hereby made the duty of the president and other officers of the bank or other corporation to produce such tests, from time to time, a.s may be required by any creditor of said bank or other coiiDoration. § 5. Be it further enacted by the authority aforesaid. That the president and other offi- cers of such bank or other coiT)oration in charge of its business at the time such de- mand is made by any creditor to inspect the list of shareholders, who shall fail or refuse, upon such demand made by any creditor of said bank or corporation within the business liours of any working day, to permit sncli creditor to inspect such list of shareholders, shall be guilty of a misdemeanor, and, upon conviction by any court having jurisdiction of the same, shall be punished as prescribed in section 4310 of the Code of Georgia. § 0. Be it further enacted. That all laws and parts of laws in coufiict with this Liav be, and the same are, hereby repealed. (Approved December 18, 1S94.) Act 12. AN ACT to declare unlawful and void all ar- rangements, contracts, agreements, trusts, or combinations, made with a view to les- sen or which tend to lessen, free competi- tion in the importation or sale of articles imported into this State; or in the manu- facture or sale of articles of domestic growth or of domestic raw material; to declare unlawful and void all an-ange- ments, contracts, agreements, trusts, or combinations between persons or corpora- tions designed, or which tend to advance, reduce or control tlie price of such product or article to producer or consumer of any such product or articles; to provide for forfeiture of the charter and franchise of any con)oration, organized under the laws of this State, violating any of the pro- visions of tliis act; to prohibit every for- eign conioration. violating any of the pro- visions of this act, from doing business in GEORGIA. 29 Trusts aud tonibines; sale of franchise — Acts, December 23, 1896; December 21, 1897. this State; to require the attorney-general of this State to institute legal proeeedinss against any such corporations violating the provisions of this act, and to enforce the penalties prescribed; to prescribe penalties for any violation of this act; to authorize any person or corporation, damaged by any such trust, agreement, or combination, to sue for the recovery of such damages, and for other purposes. Section 1. Be it enacted by the general assembly of Georgia, and it is hereby en- ac-ted by the authority of the same. That from and after the passage of this act all arrangements, contracts, agreements, tinists, or combinations between persons or corpora- tions made with a view to lessen, or which tend to lessen full aud free competition in the importation or sale of articles imported into this State, or in the manufacture or sale of articles of domestic growth or of domestic raw material, and all arrangements, con- tracts, agreements, trusts, or combinations between persons or coi*porations designed, or which tend to advance, reduce or control the price or the cost to the producer or to the consumer of any such product or article, are hereby declared to be against public policy, unlawful and void. $ 2. Be it further enacted by the authority aforesaid, That any corporation, chartered under the laws of this State, which shall violate any of the provisions of this act, shall thereby forfeit its charter and its fran- chise, and its corporate existence shall there- upon cease and determine. Every foreign cori>oration M'hich shall violate any of the provisions of this act is hereby denied the right to do, aud is prohibited from doing business in this State. It is hereby made the duty of the attorney-general of this State to enforce this provision by due process of law. ij 3. Be it further enacted by the authority aforesaid, That any violation of the pro- visions of this act shall be deemed, and is hereby declared to be destinictive of full and free comi>etition and a conspiracy against trade, and any person or persons who may engage in anj- such conspii-acy, or Avho shall, as principal, manager, director or agent, or in any other capacity, liuowingly carry out any of the stipulations, punioses, prices, rates or orders made in furtherance of such conspiracy, shall on conviction, be punished by a fine of not less than one hun- dred dollars or more than tive lunidred dol- lars, and by imprisonment in the penitentiary not less than one year or nor more than ten years; or, in the judgment of the court, by either such fine or such imprisonment. § 4. Be it further enacted by the authority aforesaid, That the provisions of this act shall not apply to agricultui-al products or live stock while in the iwssession of the producer or raiser. § 5. Be it further enacted by the auOiority aforesaid, That any person or persons, or corix)rations, that may be injured or dam- aged by any such arrangement, contract, agreement trust or combination, described in section one of this act may sue for and recover in any court of competent juris- diction in this State, of any person, persons or coriKiration operating such trust or com- bination, the full consideration or sum paid by him or tliem for any goods, wares, merchandise or articles, the sale of which Is controlled by such combination or trust. S (». Be it further enacted by the autliority aforesaid, That it shall be the duty of the judges of the sui>erior courts of this State specially to in.struct the grand juries as to the provisions of this act, § 7. Be it further enacted by the authority aforesaid, That all laws and parts of laws in conflict with the provisions of this act be, and the same are, hereby repealed. (Approved December 23, 1896.) Act 13. AX ACT authorizing a judicial sale of the franchises of insolvent private cm-pora- tions. providing for the incon)oration of the purchaser or purchasers of such fran- chise, and for other purjxises. Section 1. Be it enacted by the general as- sembly of the State of (Georgia. That when- ever any i)rivate conioration heretofore or hereafter created under any general or special law of this Sfcite shall become in- solvent, and its assets be the subject of ad- ministi-ation by the court, the franchises possessed ami Cn joyed by such coriioration in virtue of its charter or order of incorpora- tion shall be considered assets, and the same may be sold, under order of the court, through a receiver or otherwise. § 2. Be it further enacted. That the pur- chaser or purchasers of such franchises, their associates, successors and assigns, shall, upon complying with tlie requirements of this act, have and acquire, and may thereafter exercise and enjoy the same rights, privileges, immunities and advan- tages conferred in the charter or order of incoi-poration of such insolvent corporation, as fullv and absolutely, in all respects, as tlie former company might or could have had and enjoved the same had no such sale and Dur.-hase' taken pli'.e: ITnvidc.l. That noth- ing in this act shall be construed to reserve to such purchaser or purchasers any exemp- tion from State, county or municipal tax- ation or anv special rights, privileges or immunities, inconsistent with the constitu- tion of this State. i § 3. Be it further enacted. That such pur- chasers their associates and assigns, may organize anew in tlie manner prescribed by 7 4 Be it further enacted. That all laws and parts of laws in conflict with this act be, and the same are, hereby repealed, (Approved December 21, 1897.) IXDEX TO GEORGIA. ACTIONS: Page. corporations may maintain and defend 13 against stockholders by creditors of corporation 19 against lessees of railroads, notice of pendency 20 service of process by publication 20 against corporations, notice of instituting, to be published 20 judgment returned unsatisfied, execution against stocJchnlders 20 plaintiff entitled to receive statement of names, etc., of stockholders 21 against corporations, where brought 22 service on corporations, where made 22 ADMINISTRATOR: foreign, transfer of stock by 17, 18 AGENT: corporation may appoint 16 of bank not to borrow from bank, when 24 ASSETS: of insolvent corporation, administration of IS ASSIGNMENT: for benefit of creditors, regulated 28 ATTACHMENT: stock subject to, sale of, under 18 officers of corporation to state amount owned by defendant 18 sales, how conducted IS BANKS: returns of, to comptroller-general, for tax purposes T. 8 stockholder transferring stock, relieved from liability 8 savings, manufacturing and mining companies may have charter 23 officers or agents, when not to borrow from 24 BLACKLISTING: of employes, prohibited 25 BY-LAWS: corporation may make ^^ creation of lien by, on shares of stockholders 1" CANAL COMPA^^ES: amendment of charters -'• -^ CAPITAL STOCK: ten per cent, must be paid in before beginning 1^ CHARTER: to bo held subject to constitution " forfeiture, for failure to make returns for taxation " granted by order of court to be recorded and indexed term of existence renewal of existence after expiration to have no effect unless business commenced within two years ll fees of clerk for granting renewal of. before expiration, when to take effect ^■^ proceedings upon 20 32 I:N^DEX to GEORGIA. CHARTER — (Continued) : Page. when to expire, wlien silent as to duration 13 private, legislature may withdraw 15 dissolution by expiration or forfeiture 15 forfeiture for wilful violations 15 for mis-use or non-use 15 grant of, at special term 24 granted by superior court, confirmed 26 renewal of, granted by special act, petition for 26 fee to be paid upon 26, 27 certificate, secretary of state to issue 27 amendment of, by certain corporations 27, 28 forfeiture for entering combines or trusts 29 COMBINATIONS: to regulate prices or prevent competition, illegal 28, 29 forfeiture of charter for entering 29 4J0MPETITI0N: corporation not to purchase stoclc to prevent 6 trusts or combines to prevent, illegal 28, 29 forfeiture of charter for entering 29 CONTINUANCE: corporations have during time limited in charter 13 CONTRACTS: obligation not to be impaired 5 unnecessary, not to be made 12 CORPORATION: term defined 8 CREDIT: of state not to be loaned 6 CREDITORS: stockholders liable to, until capital is full-paid 11 may sue stockholders for corporate debts 19 assignment for benefit of, regulation 28 DIRECTORS (See Officers): liability of. for illegal dividends 22 DISCHARGE: of employes, cause of, to be furnished 25. 26 DISCOVERY: interrogatories directed to officers of corporation 21 DISCRIMINATION: unjust, general assembly to prevent 5, 6 DISSOLUTION: how effected 15 forfeiture of charter for what 15 property constitutes a fund 16 receiver may be appointed to distribute 16 does not affect liability incurred 16 uIVIDENDS: declared from proceeds of investments 22 liability of directors for declaring illegal 22 EMINENT DOMAIN: right not to be abridged 6 EMPLOYES: discharged, not to be prevented from securing employment 25 causes of discharge to be furnished 2.5, 26 IXDEX TO GEORCxIA. 33 EXECUTION: Page. sale of stock under ^j. against stockholders for debts of corporation ... on EXECUTOR: foreign, transfer of stock by 17 18 EXISTENCE, CORPORATE: duration of, under order of organization n EXPRESS COMPANIES: returns of, to comptroller-general, for tax purposes 7 s amendment of charter 07' 28 FEES: of clerk of court for granting charter j'^ FOREIGN CORPORATIONS: returns of, to comptroller-general, for tax purposes 7 8 recognized bj' comity >) to possess no greater powers than domestic corporations 9 action against, for unlawful exercise of powers u owning lands, when to incorporate 10 FORFEITURE: of charter effects dissolution 1.-, Avhat will produce ^.^ for entei-ing combines or trusts '><> FRANCHISE: surrender of. works dissolution 1.-), 10 not to be held exclusive I7 may be sold under order of court LM) rights of purchasers 29 UUARDIAN: foreign, transfer of stock by 17, IS INJURIES: by railroads to per.son or property, liability for 19 INSOLVENT CORPORATION: assets of, may be collected and administered 18 INSURANCE COMPANIES: returns of, to comptroller-general, for tax purpses 7. 8 acquisition of powers by amendment of charter 27 INTERROGATORIES: directed to corporate officers, for discovery 21 officers liable for contempt if refusing to answer 21 LIABILITY: of stockholder of bank, relieved when stock is transferred 8, 28 to creditors, until stock is paid 11 suits to recover on account of 19 of railroad company, for injuries to person or property 19 of stockholders, transfer of stock, when relieves from 28 an asset of corporation 28 LIENS: by-laws may create, on shares of stockholders 10 MANUFACTURING COMPANIES: may have charter for savings liank. (See Savings Bank) 2.1. 24 MINING COMPANIES: niny have savings bank <'liaT-tcr. (See Savings Ranki 2.''i. 24 34 IXDEX TO GEORGIA. MIS-USE: Page. forfeiture of elmrter for 15 MONOPOLY: not to be encouraged 6 NON-USE: forfeiture of charter for 15 UFFICERS: corporation to act through its 14 liable for acts of 14 liability of, for illegal dividends '.i2 of bank not to borrow from bank, when 24 ORDER OF ORGANIZATION (See Charter): granted by circuit court 10 ORGANIZATION (See Charter): of corporation, by petition to court 10 petition for, what to state 10 publication of petition 10 order of incorporation 10 PENDENCY, NOTICE OF: of action against lessees of railroads 20 PETITION (See Charter): for order of organization, what to state 10 publication of 10 certified copy of, as evidence 11 for charter as savings bank 23 for renewal of charter granted by special act 27 SAVINGS BANK: manufacturing or mining company may liave charter for 23 petition for charter 2.'} certificate to be issued 2'A copy of petition and certificate to be recorded 2'i powers to receive deposits 2;{ provisions regulating business 2.'5. 24 SEAL, COMMON: corporation may have 14 SERVICE: of process on corporations 11), 22 on companies leasing railroad 20 perfected by publication, when 20 SPECIAL TERMS: of superior court, grant of charters by 24 STOCK: corporation not to be authorized to purchase (j pledgee of, rights of 17 deemed personal property 17 issue of new, belongs to remainderman 17 transfer of, by foreign executor, administrator or guardian 17. 18 sale of, under execution 18 capital, ten per cent, must be paid in before beginning business 11 STOCKHOLDER: of bank, transferring stock, when relieved from liability S, 28 liability of, to creditors 11 lien on shares, by-laws may provide for 10 suits against, to recover corporate debts .• 18 judgment against, when judgment against corporation is returned unsatisfied 20 names, etc., statement to plaintiff 21 may defend suits against corporations 21 liability, an asset of corporation 2S list ef. to be kept for information of creditors 28 creditors to be permitted to inspect 28 STREET RAILWAY: general assembly not to authorize construction with consent of local authorities 5 SUCCESSION: corporation to have ^-^ SUB AND BE SUED: corporations may 13 SUITS. (See Actions.) TANATION: of corporations, power not to be surrendered 6 property liable to ^ moneyed or stock corporations liable to ' of railroads and other corporations ' 36 IKDEX TO GEORGIA. TAXATION— (Continued): Page. returns of certain corporations 7 to be itemized 7 failure to make, issue of execution 7. 8 forfeiture of charter for failure to make 8 TELEGRAPH COMPANIES: amendment of charters 27, 28 TRUSTS: to regulate prices or prevent competition, illegal 28, 29 forfeiture of charter for entering 29 WILL: corporations may receive by 14 IDAHO. TABLE OF CONTENTS. CONSTITUTIONAL, PROVISIONS. Page. Art. I. Declaration of rights 5 III. Legi.slative department .......'.'.'..'.'.'.'...'.'...'.'.. 5 V 1 1. lie veuue ...........'.'.'..'..'.'.'.'.'.'.......'. 5 VIII. I'ublic indeljtedness and sifbsidies .....................[.........[ 5 XI. Corporations ....'.'.'.'.'..'.'.'...'...'..'.'.'. G REVISED STATUTES. General Provisions. Part First. Political. TITLE 1. PIBLIC OFFICERS. Cb. 5. Of tlio governor 8 6. Of tiie secretary of the territory j . . g TITLE VI. PIULIC ^VAYS. Ch. 2. Highways 8 TITLE X. REVENUE. Ch. 1. I'roperty lialjlo to taxation 8 4. Assessment '. 8 Part Second. Civil Code. TITLE IV. CORPORATIONS. Ch. 1. General provisions 9 Part Third. Remedial. CODE OF CIVIL PROCEDURE. Part II. Civil Actions. TITLE \. COMMENCEMENT OF ACTIONS. TITLE VI. PLEADINGS. Ch. 6. Verification 19 T1TI,E VII. PROVISIONAL REMEDIES. Ch. 5. Receivers 19 TITLE XIV. MISCELLANEOUS PROVISIONS. Ch. 6. Costs -0 Part III. Special Proceedings. TITLE VI. VOLUNTARY DISSOLUTION OF CORPORATIONS. Part Fourth. Penal. PRELIMINARY PROVISIONS. Part I. Of Crimes and Punisliments. TITLE XII. OP CRIMES AGAINST PROPERTY. Ch. 4. Forgery and counterfeiting -y 10. Frauds in management of corporations -l Part II. Of Criminal Procedure, TITLE X. MISCELLANEOUS PROCEEDINGS. Ch. 9. Proceedings against corporations - LEGISLATIVE ACTS PASSED SUBSEQUENTLY TO REVISED STATUTES OF 1887. IDAHO. 00:NSTITUTJ0E' of IDAHO-1880. PROVISIONS RELATING TO CORPORATIONS. ARTICLE I. Declaration of Rights. Sec. 16. Laws Impairing obligation of contracts not to be passed. ARTICLE III. Legislative Department. Sec. 19. Local or special laws not to be passed In certain cases. ARTICLE VII. Revenue. Sec. 2. Corporations to be taxed. 8. Power to tax corporations shall never be relinquished. ARTICLE VIII. Public Indebtedness and Subsidies. Sec. 2. State not to loan its credit to, or become a stockholder in any corporation. ARTICLE XI. Corporations. Sec. 1. Charters under which corporations not organized at adoption hereof shall have no validity. 2. Corporations must hereafter be created under general laws. 3. Legislature may alter, revoke or annul any charter. 4. Election of directors, how to be con- ducted. 5. Railroads shall be highways. Transporta- tion companies shall be common car- riers. Rates may be regulated. Rail- roads may connect with or cross others. 6. Unreasonable discrimination in facilities or rates by common carriers prohibited. 7. Existing corporations may have benefit of future legislation, how. 8. Right of eminent domain, or police power of the State, not to be abridged. 9. Stocks or bonds not to be issued except for value actually received. Fictitious Increase of stock or indebtedness void. 10. Foreign coi-poration may do business in this State upon certain conditions. 11. No street or other railroad to be con- structed within municipality without consent of local authorities. 12. Restrictions upon laws for benefit of cor- porations. 13. Telegraph or telephone lines may be con- structed subject to reasonable regula- tions. 14. Consolidation of domestic with foreign corporation does not constitute foreign corporation. 15. Legislature shall not permit alienation of franchises so as to release liabilities. 16. Term " corporation " construed. 17. Personal liability of stockholders. 18. Trusts and combinations prohibited. ARTICLE I. Declaration of Rights. ? It). No • ' • law iaipairiug tbe obli- gation of contracts, shall ever be pas.sed. Xo retroactive law See Const., art. XI, § 3. shall be passed. Id., § 1'2. ARTICLE III. Legislative Department. § 19. The legislature shall not pass local or special laws in any of the following enu- merated ca.ses, that is to say: 31. Creating any corporation. See Const., art. XI, § 2; Gen. L., § 2373 et seq. ARTICLE VII. Revenue. § 2. The legislature shall provide such rev- enue as may be needful, by levying a tax by valuation, so that every person or corpora- tion sliall pay a tax in proportion to the valtie of his, her, or its property, except as in this article hereinafter otherwise provided. The legislature may also impose a license tax (both upon natural persons and upon corporations, other than municipal, doing business in this State); also a per capita tax: Provided, The legislature may exempt a lim- ited amount of improvements upon land from taxation. See § 1401 et seq. § 8. The power to tax corporations or corporate property, both real and personal, shall never be relinquished or suspended, and all corporations In this State or doing business therein, shall be subject to taxa- tion for State, county, school, municipal, and other purposes, on real and personal prop- erty owned or used by them, and not by this Constitution exempted from taxation within the territorial limits of the authority levying the tax. See § 1401 et seq. ARTICLE VIII. Public Indebtedness and Subsidies. § 2. The credit of the State shall not, in any manner, be given, or loaned to, or in aid IDAHO. Corporations — Const., Art. xi, §§ 1-9. of any intliviclual, association, municipality or corporation: nor shall the State directly or indirectly, become a stockholder in any association or corporation. ABTICLE XI. Corporations. § 1. All existing charters or grants of special or exclusive privileges, under wliich the corporators or grantees sliall not have organized or commenced business in good faith at the time of the adoption of this Con- stitution, shall thereafter have no validity. § 2. No charter of incorporation .shall be gvanted, extended, changed or amended l)y special law, except for such municipal, chari- table, educational, penal or reformatory cor- porations as a.re or may be, under the control of the State; but the legislature shall provide by general law for the organization of corpo- rations hereafter to be created: Provided, That any such general law shall be subject to future repeal or alteration by the legis- lature. See § 2575 et seq.; Const., art. Ill, § 19. [Certain conditions in legislative charter held not to be conditions precedent to corporate exist- ence. Canal Co. v. Pinkham, 1 Idaho, 790 (1880).] § 3. The legislature may provide by law for altering, revoking, or annulling any char- ter of incorporation existing and revocable at the time of the adoption of this Constitu- tion, in such manner, however, that no in- justice shall be done to the corporators. See Const., art. I, § 16, and Gen. L., § 26^1. Proceedings against corporations. §§ 8222-8229. Voluntary dissolution. §§ 5185-5191. § 4. The legislature shall provide by law that in all elections for directors or manag- ers of incorporated comi)anies, every stocli- holder shall have the riglit to vote in person or by proxy, for tlie number of shares of stocli owned by him, for as many persons as there are directors or managers to be elected, or to cumulate said shares, and give one can- didate as many votes as the numljer of directors multiplied by the number of his shares of stock, shall equal, or to distribute, them on tlie same principle among as many candidates as he shall think fit, and such directors shall not be elected in any other manner. See S 2594. § 5. All railroads shall be public highways, and all railroad, transportation, and express companies shall be common carriers, and subject to legislative control, and the legis- lature shall have power to regulate and control by law, the rates of charges for the transportation of passengers and freight by such companies or other common carriers from one point to another in the State. Any association or corporation organized for the purpose, shall have the right to constrtict and operate a i-ailroad between any designated points within tliis State, and to connect within or at the State line with i-ailroads of other States and territories. Every rail- road company sliall have tlie right witli its road, to intersect, connect with, or cross any otlier railroad, under such regulations as may be prescribed by law, and upon making due compensation. § G. All individuals, associations, and cor- porations, similarly situated shall have equal rights to have persons or property trans- ported on or over any railroad, transporta- tion, or express route in this State, exce]Jt that preference may be given to perisliable property. No undue or unreasonable dis- crimination slinll be made in cliarges or facilities for transportation of freight or pas- sengers of the same class, by any railroad, or transportation, or express company, l)etween persons or places within the State; but ex- cursion or commutation tickets may be issued and sold at special rates, provided such rates are the same to all persons. Xo railroad, or transportation, or express com- pany shall be allowed to charge, collect or receive, under penalties which the legislature shall prescribe, any greater charge or toll for the transportation of freight or passen- gers, to any place or station upon its route or line, than it charges for the transportation of the same class of freight or passengers to any more distant place or station upon its route or line within this State. Xo railroad, express or transportation company, nor any lessee, manager, or otlier employe thereof, shall give any preference to any individual, association, or corporation, in furnishing cars or motive power or for the transporta- tion of money or other express matter. § 7. Xo corporation other than municipal corporations in existence at the time of tne adoption of this Constitution, shall have the benefit of any future legislation, without first filing in tlie ottice of the secretary of State an acceptance of the provisions of this Constitution in binding form. § 8. The right of eminent domain shall never be aliridged, or so construed as to pre- vent the legislature from taking the prop- erty and franchise of incorporated com- panies, and subjecting them to public use, the same as property of individuals; and the police powers of the State shall never l)e abridged or so construed as to permit cor- porations to conduct tlieir business in sucli manner as to infringe tlie equal rights of in- dividuals, or the general well-being of the State. § 9. No corporation shall issue stocks or bonds, except for labor done, services per- formed, or money or property actually re- ceived; and all fictitious increase of stock or indeljtedness shall be void. The stock of corporations shall not be increased except in pursuance of general law, nor without the IDAHO. Corporations — Const., Art. xi, §§ 10-18. consent of the persons, holding a majority of the stoclv. tirst obtained at a meeting, held after at least thirtj- days' notice given in pursuance of law. § 10. Xo foreign corporation shall do any business in this State without having one or nil ire known places of business, and, an authorized agent or agents in the same, upon whom process may be served, and no com- p:iny or corporation formed under the laws of any other country. State, or territoiy, shall liave or be allowed to exercise or en- joy, within tliis State any greater rights or privileges than those possessed or enjoyed by corporations of the same or similar character created under the laws of this State. See § 2653. § 11. No Street, or otlier railroad, shall be constructed within any city, town, or incorpornted village without the consent of the local authorities liaving the control of the street or highway proposed to be occu- pied l)y sucli street or otlier railroad. § 12. The legislature shall pass no law for the benefit of a railroad, or other corpora- tion, or any in is no capital stock, repi'e- sented either in person, or by proxy, in writing. Every person acting therein in per- son, or by proxy, or by representative, must be a member thereof, or a bona fide stock- holder, having stock in his own name on the stock-boolvs of the corporation, at least ten days prior to the election. Any vote or election had otherwise than in accordance witli the provisions of this title, is voidable at the instance of absent stockholders or members and may be set aside by petition to tlie district court of the county where the same was held or to the judge of said court at his chambers. Any regular or call meeting of the stockholders or members may adjovu'n from day to day, or from time to time, if from any reason there is not present a majority of the subscribed stock or mem- bers, or no election or majority vote had. Such adjournment and reasons thereof being recorded in the journal of proceedings of the board of directors. § 2(!(»0. The sliares of stock of an estate of a minor, or insane person, may be repre- sented by his guardian, and if a deceased person by his executor or administrator. § 2G01. If from any cause an election does not take place on the day appoint(>d in the by-law. it may be held on any day there- after, as may be provided for in such by- laws, or to which sucli election may be ad- journed or ordered by the directors. If an election has not been held at the appointed time, and no adjourned or otlier meeting for the pun)Ose has been ordered, a meeting may be called by the stockholders, as pro- ■ vided in section 2597 of this title. § 2602. Upon the application of any per- son, or body corporate, aggrieved by any election held by any corporate body, or any proceedings relating to any such election, the district judge of the district in wliich such election is lield. must proceed forthwith summarily to hear the allegations and proofs of the parti(»s. or otlierwise inciuire into the matters of complaint, and thereupon confirm the election, order a new one. or direct sncli other relief in the premises as accords with right and justice. Before the proceedings are had under this section, five days' notice thereof must be given to the adverse party, or to those to lie affected thereby, if found within the territory. § 200;}. Any officer of a corporation, wlio wilfully gives a certificate, or wilfully makes an olficial report, public notice, or entry in any of the records of the books of the corpo- ration, concerning the corporation or its business, which is false in any material repi-esentation. is liable for all the damnges resulting therefrom to any person injured thereby: and if two or more officers unite or participate in the commission of any of the acts herein designated, they are jointly and severally so liable. § 2G04. When all the stockholders or mem- bers of a corporation are present at any meeting, however called or notified, and sign a written consent tliereto on the record of such meeting, the doings of such meeting are as valid as if at a meeting legally called and notified. § 2605. The stockholders or members of such corporation, when so assembled, may elect officers to till all vacancies then exist- ing, and may act upon such other business as might lawfully be transacted at regular meetings of the corporation. § 2606. The meetings of the stockholders, members and board of directors of a corpo- ration must be held at its office, or principal place of business. § 2607. When no provision is made in the by-laws for regular meetings of the direct- ors, and the mode of calling special meet- ings, all meetings must be called by special notice in writing,- to be given by the secre- tary to each director, if within the territory, on the order of the president, or if there be none, on tlie order of two directors. § 2608. Every corporation that has been or may be created under the general laws of this territory may change its principal place of business from one place to anotlier within this territory. Before such change is made, the consent, in Mriting, of the holders of two-thirds of the capital stock, or of two-thirds of the members, Avhen tliere is no capital stock, must be obtained and tiled, notice of such intended removal or cliange must be publislied. at least once a week, for three successive weeks, as pro- vided in section 2.588, giving tlie name of the county where it is situated, and that to which it is intended to remove. IDAHO. 13 Liability of stockholders; transfers — R. S., §§ 2G09-2611. § 2G00. rAs amended March 11, 1891.) Each stockholder of a corporation is iudi- vidually and personally liable for its debts and lisibilities to the full amount unpaid upon the par or face value of the stock or shares owned by him. Any creditor of the corporation may institute actions ajiainst any of its stockholders jointly or severally, and in such action the court must determine the amount unpaid upon the stock held or owned by each defendant, and a several judgment must be entered ajjainst him for a sum not exceedinj? such amount; and nothinjr in this title must l)e construed to render any stockholder individually or per- sonally liable, as such stockholder, for debts or liabilities of the corporation, either at the suit of a creditor or for assessments or calls, to an amount exceeding the balance unpaid upon his stock, or the difference between the amount that has been actually paid upon his stock and the par or face value thereof, except when so liable on the ground of fraud or misrepresentation, or concealment, or for neglect or misconduct as an otiicer, agent, stockholder, or member of the corporation; and no corporation shall issue any stock as paid up, in whole or in part, or credit any amount, assessment or call as paid upon any of its stock, except for money, property, labor or services actually received by the corporation, or actually paid upon the Indebtedness of the corporation as provided in this section, to the full value of the amount credited upon such stock. If any stockholder of any in- solvent corporation pays the full amount unpaid upon the stock held by him. as above defined, upon the overdue debts of the corporation, inciu'red while he Avas such stockholder, he is relieved from any further personal lial)ility upon his stock, but not tvom any liability for fraud, neglect or mis- conduct. The liability of each stockholder is determined by the amount of stock or shares ownoro- visions of this title for the pvuiiose of col- lecting such previous assessment; Second. The collection of the previous as- sessment has been enjoined; or, Third. The assessment falls within the provisions of one of the subdivisions of the last preceding section. § 2617. The order levying the assessment must specify the amount thereof, when, to whom and where payable; fix tlie day sub- sequent to the full term of publication of the assessment notice, on which the unpaid assessments Avill be delinquent, not less than thirty or more than sixty days from the time of making the order levying the assessment; and a day for the sale of de- linquent stock, not less than fifteen nor more than sixty days from the day the stock Is declared delinquent. § 2618. Upon the making of the order the secretary must cause to be pubiislied a notice thereof, in the following form: (Name of corporation in full. Location of principal place of business.) Notice is hereby given that at a meeting of the direc- tors held on the (date) an assessment of (amount) per share was levied upon the capital stock of the corporation, payable (when, to whom, and where i any stock upon which this assessment remains unpaid on the (day fixed) will be delinquent, and advertised for sale at public auction, and unless payment is made before, will be sold on the (day appointed) to pay the delinquent assessment, together with costs of advertis- ing and expenses of sale. (Signature of secretaiy with the location of ofllce.) § 2619. The notice must be published once a week, for four successive weeks, in some newspaper of general circulation published at the place designated in the articles of incoriioration as the principal place of busi- ness, and also in some newspaper pubhshed IDAHO. 15 Assessments; sale of stock — R. S., §§ 2620-2630. iu the county in which the woi'ks of the corporation are situated, if situated iu a dif- ferent county and a paper be published therein. If there be no newspaper published in the place designated as the principal place of business of the corporation, then the pub- lication must be made iu some other news- paper of the cotinty. if there be one, and if there be none, then in a newspaper published at the capital of the territory. § 2620. If any portion of the assessment mentioned in the notice remains unpaid on i the day sijecitied therein for declaring the stock delinquent the secretary must, unless otherwise ordered by the board of directors, cause to be published in the same papers in which the notice heretofore provided for has been published, a notice substan- tially in the following form: (Name in full. Location of principal place of business.) Notice:— There is delinquent upon the fol- lowing described stock on account of assess- ment levied on the (date), (and assessments previous thereto, if any), the several amounts set opposite the names of the re- spective shareholders as follows: (names, number of certificate, number of shares, amount.) And in accordance with law, so many shares of each parcel of such stock as may be necessary, will be sold at the (par- ticular placH^). on the (datei, at (the hour) of such day, to pay delinquent assessments thereon, together with the cost of adver- tising and expenses of the sale. (Name of secretary, with location of otfice.) § 2021. The notice must specify every cer- tificate of stock, the number of shares it .•epresents and the amount due thereon, ex- cept when certificates may not have been issued to parties entitled thereto, in which case the number of shares and amount due thereon must be stated. § 2(j22. The notice, when published in a daily paper, must be published for ten days, excluding Sundays and legal holidays, pre- vious to the day of sale. When published in a Avoekly paper, it must be published in each issue for two weelcs px-evious to the day of sale. The first publication of all delinquent sales must be at least fifteen days prior to the day of sale. § 2623. By the public? tion of the notice the corporation acquires jm'isdiction to sell and convey a perfect title to all of the stock described in the notice of sale, upon which any portion of the assessment or cost of ad- vertising remains unpaid at the hour ap- pointed for the sale, but mvist sell no more of such stock than is necessary to pay the assessment due and costs of advertising and sale. § 2624. On the day, at the place, and at the time appointed in the notice of sale, the sec- retary must, unless otherwise ordered by the board of directors, sell, or cause to be sold at public auction to the highest bidder, for cash, so many shares of each parcel of the described stock as may be necessary to pay the assessment and charges thereon,' accord- ing to the terms of sale; if payment is made before the time fixed for sale, the party pay- ing is only required to pay the actual cost of advertising in addition to the assessment. § 262.5. The person offering at such sale to pay the assessment and costs for the smallest number of shares or fraction of a share, is the highest bidder, and the stock purchased must be transferred to him on tke stoclv-books of the coiiioration on pay- ment of the assessments and costs. § 2626. If at the sale of stock, no bidder offers the amount of the assessment and costs and charges due, the same may be bid in and purchased by tlie corporation, through the secretary, president or any di- rector thereof, at the amount of the assess- ment, charges and costs due; and said amount must be credited as paid in full on the books of tlie conioration, and entry of the transfer of the stock to the corporation made. While the stock remains the property of the corporation it is not assessable, nor must any dividend be declared thereon, but all assessments and dividends must be ap- portioned upon the stock held by the stock- holders of the corporation. § 2627. All purchases of its own stock made by any corporation, vests tlie legal title to the same in the coiiioration; and the stock so purchased is held subject to the control of the stockholders, AA'ho may make such disposition of the same as they deem fit in accordance with the by-laws, on vote of a majority of all the remaining shares. Whenever any portion of the capital stock of a corporation is held by the co^^)o^ation, it shall not be voted upon, but a majority of the remaining shares is a majority of the stock for all purposes of election or voting. § 2628. The dates fixed in any notice of assessment or notice of delinquent sale, pub- lished as aforesaid, may be extended from time to time for not more than thirty days, by order of the directors, entered on the records of tlie corporation; but no such order is eft'ectual unless notice of sucli extension or postponement is appended to and pub- lished Avith the notice to which the order relates. § 2629. No assessment is invalidated by a failure to make publication of the notices, nor by the nonperformance of any act re- quired in order to enforce the payment of the same; but in case of any substantial er- ror or omission in the course of proceedings for collection, all previous proceedings ex- cept the levying of assessfiient, are void, and publication must begin anew. § 2630. No action must be sustained to re- cover stock sold for delinquent assessments, upon the ground of irregularity in the assessment; irregularity or defect in the notire of sale or in its publication; or defect or irregularity in the sale; unless the party seeking to maintain such action first pays 16 IDAHO. Sale of stock for assessments, etc. — R. S., §§ 2631-2637. or tenders to the corporation, or the party holding the stock sold, the sum for which the same was sold, together with all subsequent assessments which may have been paid or may be due thereon, and in- terest on such sums from the time they were paid; and no such action must be sustained unless the same is commenced within six months after such sale was made. § 2631. The publication of notice required by this title may be proved by the affidavit of the printer, publisher, foreman or princi- pal clerk of the newspaper in which the same was published; and the affidavit of the secretary or auctioneer is prima facie evi- dence of the time and place of sale, of the quantity and particular description of the stock sold, and to whom, and for what price, and of the fact of the purchase money being paid. Such affidavit must be tiled in the office of the coi-poration, and copies of the same, certified by the secretary thereof, are prima facie evidence of the facts therein stated. Certificates of files and records of the conioration in his office, signed by the secretary, and under the seal of the corpora- tion, are prima facie evidence of their con- tents. § 2632. On the day specified for declaring the stock delinquent, or at any time subse- quent thereto, and before the sale, the board of directors may elect to waive further pro- ceedings by sale, and may elect to proceed by action to recover the amount of the as- sessment and the costs and expenses already incurred, or any part or portion thereof. § 2633. Every corporation, as such, has power: First. Of succession, by its corporate name, for the period limited; and when no period is limited, perpetually; Second. To sue and be sued, in any court, as a natural person may; Third. To make and use a common seal, and alter the same at pleasure; Fourth. To puiY-hase, hold and convey such real and personal estate as the purposes of the corporation may require, not exceeding the amount limited by this title; Fifth. To appoint such subordinate officers or agents as the business of the corjwration may require, and to allow them suitable compensation; Sixth. To make by-laws not inconsistent with any existing law. for the management of its business and property, the regulation of its affairs, and for the transfer of its stock ; Seventh. To admit stockholders or mem- bers, and to sell their stock or shares for the payment of assessments or installments; Eighth. To enter into any contracts or ob- ligations essential, necessary or proper to the transaction of its ordinary affairs, or for the purposes of the corporation. Corporate seal may be an Impression upon paper merely. R. S., §§ 13, 3226. Counterfeiting or forging corporate seal is a felony. R. S., § 730. By-laws may provide what. § 2590. Adoption and amendment of by-laws. § 2591. How much land may be held. § 2038. Certain corporations pro- hibited from holding land in Idaho. See Act of 1S!)1, at p. 23. I'roceedings against corporations. §§ 8222-8229. Service of summons on corporation. §§ 4144-4145. Pleading. § 4199. Execution and levy upon franchise. § 2642 et seq. [In a suit agaiust a private corporation the com- plaint is fatallj- defective unless it contains un- e(j[uivociil averment that it is a corporation. Mil- ler V. Min. Co., 2 Idaho, 1206; s. c, 31 Puc. Rep. 803. Without this averment, complaint does not state facts sufBcieut to constitute cause of action, and this defect is never waived. Id. (1892.) Individuals cannot, in collateral suits, avail them- selves of any defects in the organization of a cor- poration. This may be done only by the power creating them in a direct proceeding instituted for that purpose. Canal Co. v. Pinkham, 1 Idaho. 790. A cori)oration " to mine, smelt, refine and ope- rate any mining property " has not the power to purchase a chose in action. M. & S. Co. v. Dunn, 2 Idaho. .3(1 (1882): s. c. 3 Pac. Rep. 911. The president and secretary of a mining corpo- ration cannot appoint an attorney in fact to sell property without authority from directors. John- son V. Sage, 44 Pac. Rep. 641.] § 2634. No t-orporation shall emit paper money or create or issue bills, notes or other evidences of debt, upon loans or otherwise, for circulation as money. § 2635. The misnomer of a coi'poratiou in any written instrument does not invalidate the instrument, if it can be reasonably as- certained from it what corporation is in- tended. § 2636. If a corporation does not organize and commence the transaction of its busi- ness or the construction of its Avorks within one year from the date of its incorporation its corporate powers cease. The due incor- poration of any company, claiming in good faith to be a corporation under this title, and doing business as such, or its right to exercise corporate powers, shall not be in- quired into, collaterally, in any private suit to which such de facto coiiiovation uiay be a party; but such inquiry may be had at the suit of the people of the territory, on the information of the district attorney of the county of the principal plaee of busi- ness of the corporation. § 2637. Every corporation may increase or diminish its capital stock as in this section provided: First. By a majority vote of the directors there may be called a meeting of the stock- holders, to be convened for the purpose of increasing or diminishing the capital stock; Second. Personal notice of the time and place of such meeting, and the object thereof must be served on each stockholder ivsident in this territory; or, in lieu thereof, the notice must be published in every issue of a newspaper published in the county where the principal place of business is located, for foiu- weeks successively; Third. The notice must also contain the IDAHO. 17 Limit of real property; records, etc.— R. S., §§ 2638-2045. amount to which it is proposed to increase or (liiniuisli tlie capital stock; Fourtli. The capital stock must in no case be diminished to an amount less than the indebtedness of the corporation or the esti- matetl cost of the Avorks which it may be the object or purpose of the corporation to construct; Fifth. At least two-thirds of the entire capital stock must vote in favor of such increase or diminution before the same is effected; Sixth. A certificate signed and verified by the chairman and secretaiy of the meeting, must be made, showing a strict compliance with all the requirements of this section, the amount to which the capital stock has been increased or diminished, the amount of stock represented at the meeting, the vote by which tlie object was accomplished; Seventh. This certificate must be sub- scribed by a majority of the directors, and duplicates made, one to be filed in the office of the county recorder and one in the office of the secretary of the territory, as pro- vided for original articles of incorporation, and thereupon the capital stock is so in- CTeased or diminished; Eighth. The written assent of the holders of three-fourths of the subscribed capital stock is as effectual to authorize tlie in- crease or diminution of the capital stock, as if a meeting were called and held; and upon written assent, the directors may proceeer, or stock- holder, the time must be noteil when he entered the meeting or obtained leave of ab- sence therefrom. On a similar request, the ayes and noes must be taken on any proposi- tion, and a record thereof made. On similar request, the protest of any director, mem- ber, or stockholder, to any action or pro- posed action, must be entered in full — all such records to be open to the inspection of any director, member, stockholder, or credi- tor of the corporation. § 2040. In addition to the records required to be ke])t by the preceding section, corpora- tions for profit must keep a book, to be known as the " st(x-k and transfer book," in which must be kept a record of all stock; the nanu'S of the stockholders or members alphal>etically arranged; installments paid or unpaid; assessments levied and paid or unpaid; a statement of every alienation, sale, or transfer of stock made, "the date thereof, and by and to whom; and all such other records as the by-laws prescribe. Corpora- tions for religious and benevolent pun)oses must provide in their by-laws for such rec- ords to be kept as may be necessary. Such stock and transfer book must be kept open to the inspection of any stockholder, mem- ber, or creditor. § 2641. The legislature may at anv time amend or repeal this title or any cliapter, ar- ticles or section thereof, and" dissolve all corporations created thereunder; but such amendment or repeal does not, nor does the dissolution of any such corporation take away or impair any remedy given against any such corporation, its stockholders or officers, for any lialulity which has been previously incurred. See Const., art. XI, § 3. § 2642. For the satisfaction of any judg- ment against a corporation authorized to re- ceive tolls, its franchise and all the rights and privileges thereof, may be levied uix)n and sold under execution in the same man- ner and with like effect as any other prop- erty. § 2643. The purchaser at the sale must receive a certificate of piu'chase of the fran- chise, and be immediately let into possession of all property necessary for the exercise of the powers and the receipt of the proceeds thereof and must thereafter conduct the business of such corporation, with all its powers, and privileges, and subject to all its lial)ilities, until tlie redemption of the same as hereinafter provided. § 2044. Tlie purcliaser or his assignee is entitled to recover any penaJties imposed by law and recoverable by the corporation for an injuiy to the franchise or property thereof, or for any damages or other . The corporation may, at any time within one year after such sale, redeem the franchise by paying or tendering to tlie pur- chaser thereof tlie sum paid therefor, with ten por cent, interest thereon, but without any allowance for the toll which he may in the meantime have received; and upon such payment or tender, the franchise and all the rights and privileges thex-eof revert and belong to the corporation, as if no such sale had Ihvu made. § 20)47. The sale of any franchise under execution must be made in the county in which the corporation has its principal place of business. § 2iUS. Unless other iici*sons are appointed by the court, the directors or managers of tiu" affairs of such conioration at the time of its dissolution are trustees of the credi- tors and stockholders, or members of the corporation dissolved, and have full power to settle the affairs of the corporation. § 2(>4'.>. Eveiy corporation formed for a period less than fifty years may, at any time prior to the expiration of tbe term of its corporate existence, extend such term to a periotl not exceeding fifty years from its formation. Such extension may be made at any meeting of the stockholders or members called by the directors expressly for con- sidering the subject, if voteil by stockholders representing two-thirds of the capital stock, or by two-thirds of the members: or may be made upon the written assent of that number of stockholders or members. A certliicate of the proceedings of the meeting upon such vole, or upon such assent, must be signed by the chairman and secretaiT of the meeting of a majority of the directors and be filed in the office of the county re- corder, where the original articles of iucoi-- poration were filed, and a certified coiiy thereof in the ottice of the secretary of the territory, and thereupon the term of the coritoration for the spol. No corporation formed or existing before twelve o'clock, noon, of the day upon which this title takes effect, is affected by the provisions of this title unless such cor- poration elects to continue its existence tinder it as provided in the last section, but the laws under whiih such corporations were formeil and exist are applicable to all such corporations, and are repealed subject to the provisions of this section. § 2r>52. The provisions of this chapter are applicable to every corporation, unless such corporation is exempted from its operation, or unless a special provision is made in re- lation thereto inconsistent with some pro- vision in tliis chapter, in which case the special provision prevails. § 2(».");>. Every corporation not created under the laws of this territory, doing busi- ness in this territory, must within three ! months after the passage of this title, or from the time of commencement to do busi- ness in this territory, designate some per- son residing in the counts' in which the principal place of business of such corpora- tion, in tliis territory, is conducted, upon whom process issued by atithority of, or under any law of this territory, may be served, and Mithin the time aforesaid must file such designation in the office of the secretary of the territory, and in the office of the clerk of the district court for such county, and a copy of such designation certi- fied by either of said officers must be evi- dence of such appointment; and it is law- ful to serve on such person, so designated, any process issueil as aforesaid, and such service must be deemetl a valid service thereof. p]very such corporation which fails to comply with the provisions of this section shall be denied the l>enefit of the statutes of this territory limiting the time of the com- mencement of civil actions, and any limita- tions in such statutes shall only run in favor of any such coiixtration during such time as sluill be within tlie territory such per- son duly designated as aforesaid, upon whom such service can be made. Provided, further. That such foreign corpo- rations complying with the provisions of this .section shall have all the rights and privi- I IDAHO. Process; pleading; receivers — R. S., §§ 4144, 4145, 4199, 4329, 4330. 19 leges of like domestic corporations, including the right to exercise the right of eminent do- main, and shall be subject to the laws of this territoiy applicable to like domestic corpoi'ations. ("Act of February 10, 18S7, in effect June 1, 1887.") See Const., art. XI, § 10. Liability of stock- holder in foreign corporation. See § 2G09. Cor- poration whose stockholders are aliens prohibited from holding laud. Act of IS'Jl, at p. -3. [If a foreign corporation has no resident attor- ni'v, notice of appeal may be served f)n the resi- dent agent having power to accept service. Loan A: Trust Co. V. McGregor, .'>l I'ac. Ilep. 10:i.] Part Third. Remedial. CODE OF CIVIL PROCEDURE. Part II. Civil Actions. TITLE V. OF THE MAXXER OF C03I- 3IEXCIXG CIVIL ACTIONS. Sec. 4144. Summons, how served on corporations. 4145. Publication when defendant is a for- eign corporation having no agent, etc. § 4144. (As amended March 3, 1897.) The summons must be served by delivering a copy thereof, as follows: 1. If the suit is against a corporation formed under the laws of this State to the president or other head of the corporation, secretary, cashier or managing agent thereof. 2. If the suit is against a foreign corpora- tion, or a non-resident joint-stock company or association doing business and having a managing or business agent, cashier or secrctaiy within this State to such agent, cashier or secretary, or to any station, tioliet or other agent of such corporation transacting business thereof in the county wiiere the action is commenced, and if there is no such agent in said coimty, then ser- vice may be had upon any such agent in any other county. 3. And wlienever any foreign corporation or non-resident joint-stock company or as- sociation, doing business witliin tlie State of Idalio. sliall not liave any designated per- son actually residing in the county in wliich said corporation or joint-stock comjiany shall be doing business within this State upon wliom process issued by authority of or under any law of this State may be served as provided in section 2053 of the Revised Statutes of Idaho, or when ajiy such cor- poration or joint-stock company having ap- pointed such i^orson or agent as provided in said section 2().")3, and said agent or person so designated, shall have removed from, or ceased to be a resident, or be absent for more than thirty (30) days from said county, then the auditor of said county sliall be and is hereby designated as the authorized agent of said corporation or joint-stock company upon whom process issued by authority of or under any law of this State, may be served with like effect as though .said service were made upon the agent or person ap- pointed or designated as provided in section 2053 of the Revised Statutes of Idaho. ******** § 4145. When the person on whom the ser- vice is to be made * * * is a foreign cor- poration having no managing or business agent, cashier, or secretary within the terri- tory', and the fact appears by affidavit to the satisfaction of the court or a judge thereof, or a probate judge, and it also ap- pears by such attidavit, or by the verified complaint on file that a cause of action exists against the defendant in respect to whom the service is to made, or that he is a necessary or proper party to the ac- tion, such court or judge may make an order that the service be made by the publication of the summons. TITLE VI. OF THE PLEADIXGS IX CIVIL ACTIONS. CHAPTER VI. Verification of Pleadings. Sec. 4199. Verification by corporation. § 4199. * * * When a corporation is a party, the verification may be nmde by any officer thereof. TITLE VII. Oh' PROVISIONAL REMEDIES. CHAPTER V. Receivers. Sec. 4329. Appointment of receivers. 4330. Appointment of receivers upon dissolu- tion of corporations. § 4329. A receiver may be appointed by the court in which an action is pending or has passed to judgment, or by the judge thereof : 5. In the case when a corporation has been dissolved, or is insolvent, or in imminent dan- ger of insolvency, or has forfeited its cor- porate rights: U. In all other cases where receivers have heretofore been appointed by the usages of cotuts of equity. [A court is authorized by this section to appoint a receiver, when necessary, to take charge of propertv of an insolvent corporation. Sav. & Tr. Co. V. Piper, 40 Pac. Rep. 144.] § 4330. Upon the dissolution of any cor- poration, the district court of the county in which the corporation carries on its busi- ness, or has its principal place of business, on application of any creditor of the cor- poration, or of any member or stockholder thereof, may appoint one or more persons to be receivers or trustees of the corporation. 20 IDAHO. Costs; vohmtary dissolution — R. S., §§ 4915, 5185-5191. to take chargre of the estate and effects thereof, and to collect the debts and prop- erty due and belonging to the corporation, and to pay the outstanding debts thereof, and to divide the moneys and other property that shall remain over, among the stock- holders or members. TITLE XIV. OF MISCELLANEOUS PRO- VISIOXS. CHAPTER VI. Costs. Sec. 4915. Security for costs required of foreign corporations. § 4915. When the plaintiff in an action re- sides out of the territory, or is a foreign corpoi'ation, security for the costs and charges, which may be awarded against such plaintiff may be requh'ed by the de- fendant. When required, all proceedings in the action must be stayed until an under- taking, executed by two or more persons, is filed with the clerk to the effect that they will pay such costs and chai'ges as may be awarded against the plaintiff by .iudgmont, or in the progress of the action, not ex- ceeding the sum of three linndred dollars. A new or additional undertaking may be ordered by the court or judge upon proof that the original undertaking is sufficient se- curity, and proceetlings in the action stayed until such new or additional undertaking is executed and filed. Part III. Special Proceedings. TITLE VI. A'OLIX'TARY DISSOLITIOX OF CORPORATIOXS. Sec. 518.5. How dissolved. 5186. Application, what to contain. 5187. Application, how signed and verified. 5188. Filing application and publication of notice. 5180. Objections may be filed. 5100. Hearing of application. 5191. Judgnient-rolls and appeals § 5185. A corporation may be dissolved by the disti'ict court of the county where its office or principal place of business is sit- uated, upon its vountary application for that purpose. [Under §§ 5185-5187, the trustees and stockhold- ers may sue to dissolve an insolvent corporation. Sav. & Tr. Co. v. Piper, 40 Pac. Ilep. 144. And a court is authorized to appoint a receiver, when necessarj', to take charge of corporate property. Id.] § 5186. The application must be in writ- ing and set forth: 1. That at a meeting of the stockholders or members called for that purpose, the dis- solution of the corporation was resolved upon by a two-third vote of all the stock- holders or members; 2. That all claims and demands against the corporation have been satisfied and dis- ciiarged. § 5187. Tlie application must be signed by a majority of the board of tnistees, directors, or other officers having the management of the affairs of the coiijoratiou, and must be verified in the same manner as a complaint in a civil action. § 5188. If the judge is satisfied that the application is in conformity witli this title, he must order it to be filed with the clerk, and that the clerk give not less than thirty days' notice of tlie application, by publica- tion in some newspaper published in the county, and if there are none such, then by advertisements posted up in three of the principal public places in the county. § 5189. At any time before the expiration of the time of publication, any person may file his objections to the application. § 5190. After the time of publication lias expired, the court may, upon five days' no- tice to the persons who have filed objections, or witliout further notice, if no objections have been filed, proceed to hear and deter- mine the application; and if all the state- ments herein made are shown to be true, he must declare the corporation dissolved. § 5191, The application, notices, and proofs of publication, objections (if any), and declaration of dissolution, constitute the judgment-roll, and from the judgmcTit an appeal may be taken as from judgments of the county courts. Part Fourth. Penal. PRELIMINARY PROVISIONS. Sec. 6301. Certain terms defined. §.6301. The following words, have in this Code the signification attached to them in this section, unless otherwise apparent from the context: Seventh. Whei'e the Avord " person " is used in this Code to designate the party whose property may be the subject of any of- fense, it includes * * * all public and private corporations or joint associations, as well as individuals. See § 16. Part I. Of Crimes and Punishments. TITLE XII. OF CRIMES AGAINST PROP- ERTY. CHAPTER IV. Forgery and Counterfeiting. Sec./70.S0. Forgerv of corporate seal. 7031. Penalty. § 7030. Every person who, with intent to defraud another, forges, or counterfeits the IDAHO. 21 Forgery; frauds — R. S., §§ 7031, 7114-7122. seal of * * * any corporation, * * * is guilty of forgeiy. § 7031. Forgery is punishable by imprison- ment in the territorial prison for not less than one nor more than fourteen years. CHAPTER X. Frauds in the Management of Corpora- tions. 1 Sec. 7114. Frauds in subscriptions for stock of ] corporations. ' 7115. Frauds in procurinfr orj^anization. I 7116. Unautliorized use of name' In pros- pectus, etc. , 7117. Misconduct of directors of stoclj cor- : poration. 7120. Frauds in keeping accounts in books of corporation. 7121. Officer of corporation publishing false reports. 7122. Officer of a corporation to permit an inspection. 7123. Director of a corporation presumed to liave knowledge of affairs. 7124. Directors present at meeting, wben presumed to hare assented to pro- ceedinss. 7125. Director absent from meeting, when presumed to have assented to pro- ceedings. 712er, voucher, security or other instrument of evidence to any public otticer or board, with intent to deceive such othcer or board in respect tljereto, is guiltj- of a misdemeanor. § 711 e paid, or with the intent to provide the means of making such payment; or. 4. To receive or discount any note or other evidence of debt, with the intent to enable any stockholder to withdraw any part of the money paid in by him or hisstock; or, 5. To receive from any othor stock corpora- tion, in exchange for the shares, notes, bonds or other evidences of deiit of their own cor- poration, shares of the capital st«x-k of siK-h other corporation, or notes, bonds, or other evidence of debt issued by such otlier cor- poration, is guilty of a misdemeanor. Personal liability for declaring illegal dividend. § 2596. § 7120. Every director, offic-er. or agent of any corporation or joint-stock association who Ivnowingly receives or possesses himself of any property of such corporation or as- sociation otherwise than in payuK-n: of a just demand, and who. with intent to de- fraud, omits to make, or to cause or direct to bo made, a full and true entry thereof in tlie books or accounts of such corporation or association, and every director, oflicer. agent or member of any corporation or joint-stock associ.ition who. witli intent to defraud, de- stroys, alters, multilates or falsifies any of the books, papers, writings or securities belonging to such cori>oration or as- sociation, or makes or concnr.s in mak- ing, any false entries, or omits or eon- curs in omitting to make any material entry in any book of accounts, or other record or document kept Ity such corporation or as- sociation, is punishable by imprisonment in the teiTitorial prison not less than three nor more than ten years, or by imprisonment in a county jail not exceeding one year, or a fine not exceeding five hundred dollars, or by both such fine and imprisonment. § 7121. Every director, officer or agent of any con^oration or joint-stock association, uho knowingly concurs in making or pub- lishing any written report, exhibit or state- ment of its affairs or pecuniary condition, containing any material statement which is false, is guilty of a misdeineaaor. S 7122. Eveiy ofticer or agent of any cor- poration, having or ke<^ping an office within 22 IDAHO. Frauds in management; miscellaneous — R. S., 7123-7127 8222-8229 this territoiT, who has in his custody or control any book, paper or document of such corporation, and who refuses to give to a stockholder or member of such corporation, lawfully demanding, during otHce hours, to inspect or take a copy of tlie same, or any part thereof, a reasonable opportunity so to do, is guilty of a misdemeanor. g 7123. Every director of a ■corporation or joint-stock associntiou, is deemed to possess su«.h a knowledge of the alfairs of his cor- poration, as to enable him to determine whether any act, proceeding or omission of its directors is a violation of this chapter. § 7124.. Eveiy director of a corporation or joint-stock association, who is present at a meeting of the directors at which any act, proceeding or omission of such directors in violation of this chapter occurs, is deemed to have concun-ed therein, unless he at the time causes, or in writing requires his dis- sent therefrom to be entered in the minutes of the directors. § 7125. Ever}' director of a corporation or joint-stock association, although not pres- ent at a meeting of the directors at which any act, proceeding or omission of such di- rector's in violation of this chapter occurs, is deemed to have concurred therein, if the facts constituting such violation appear on the records or minutes of the proceedings of the board of directors, and he remains a director of the same company for six months there^nfter, and does not within that time cause, or in writing require, his dissent from such illegality to be entered in the minutes of the directors. § 7126. It is no defense to a prosecution for a violation of the provision of this chap- ter that the coiiDoration was one created by the laws of another territory, State, government, or country, if it was one cairy- ing on business or keeping an office therefor within this territory. § 7127. The term " director," as used in this chapter, embraces any of the persons having by law the direction or management of the affairs of a coi-poratiou, by what- ever name such persons are described in its charter or known bv law. TITLE X. MISCEI.I.ANEOrS PROCEED- INGS. CHAPTER IX. Proceedings against Corporations. Sec. 8322. Summons ujion inforiiin1i(3n, etc , asainst; 1)y whom issued and wlien rcturnablo. S223. Form of snnimons. 8554. When and how served. 8225. Examination of charRO. 8226. Cortifioato of magistrate, and return thereof with depositions. Sec. 8227. If magistrate certif.r that there is snffl- oooo . '-''^"^ cause, grand jury to investigate. 8228. Appearance and plea. 8220. Fine on conviction, how collected § 8222. JJpon an information or present- ment against a corporation, the magistrate must issue a summons signed by him, with his name of office, requiring the corporation to appear before him at a specified time and pla<-o, to answer the charge, the time to be not less tlian ten days after the issuing of the summons. § 8223. The summons must be substan- tially in the following form: County of (as the case may be): The Territoiy of Idaho to the (naming the coi'poration): You are hereby summoned to appear be- fore me at (naming the place), on specifying the day and hour), to answer a charge made against you upon the information of A. B. (or the presentment of the grand jury of the county, as the case may be), for (desfgnating the offense generally). Dated at the city or precinct of , this day of , eighteen hundred and G. H., Justice of the Peace. (Or as the case may be.) § 8224. The summons must l>e served at least five days before the day of appearance fixed therein, by delivering a copy thereof and showing the original to the president or other head of the corporation, or to the secretary, cashier or managing agent thereof. § 8225. At the appointed time in the sum- mons the magistrate must proceed to in- vestigate the charge in the same manner as in the case of a natural person, so far as these proceedings are applicable. § 8226. After hearing the proofs, the magistrate must certify upon the deposi- tion, either that there is or is not sufficient cause to believe the corporation guilty of the offeiase charged, and must return the deposition and certificate to the clerk of the district court of the county. § 8227. If the magistrate returns a certifi- cate that there is sufficient cause to believe the coriwration guilty of the offense charged, the grand jury may proceed thereon as in case of a natural person held to answer. § 8228. If an indictment is foiuid. the cor- poration may appear by counsel to answer the same. If it does not thus appear, a plea of not guilty must be entered, and the same lirocoediugs had thereon as in other cases. § 8220. When a fine is imposed upon a corporation on conviction, it may be col- lected by virtue of the order imposing it by the sheriff of the county, out of its real and personal property, in the same manner as uiion an execution in a civil action. IDAHO. 23 Miscellaneous — Acts of 1891, 1893. LEGISLATIVE ACTS RELATING TO CORPORATIONS SUBSEQUENTLY TO 1887. ENACTED 1. Prohibiting certain agreements between em- ployers and employes. 2. Restricting right of corporations to hold lands 3. Pi'oiiibiting employment of aliens. 4. Creating State boards of arbitration. Act 1. AN ACT making it unlawful for employers to enter into agreements with their em- ployes, or persons about to enter their employment, not to become or continue as members of labor organizations; and pre- scribing a penalty therefor. Be is enacted by the legislature of the State of Idaho: Section 1. It shall be unlawful for any per- son, firm, or corporation to make or enter Into any agreement, either oral, or in writ- ing, by the terms of which any employe of such person, firm or coiiDoration, or any person about to enter the employ of such person, firm or corporation, as condition for continuing or obtaining such employment, shall promise or agree not to become or continue a member of a labor organization. § 2. \ny person or persons or corporation violating the provisions of section 1 of this act shall be guilty of a misdemeanor and upon conviction thereof shall be fined in a sum not less than fifty or more than thi-ee hundred dollars or be imprisoned in the count^^ jail for not more than six months, or by both stich fine and imprisonment. § 3. This act shall take effect and be in force from and after its passage and ap- proval. (Approved March 6, 1893.) Act 2. AN ACT restricting aliens, corporations and associations in their right to acquire and hold real estate. Be Is enacted by the legislature of the State of Idaho: Section 1. No person other than a citizen of the United States, or who has declared his intention to become such, nor any associa- tion or corporation, except railway corpora- tions, whose members are not exclusively citizens of the United States, or persons who have declared their intention to become such, shall hereafter acquire any land, or title thereto, or interest therein, other than mineral lands, or such as ma.v be necessary for the actual working of mines and the reduction of the products thereof: Provided, Tliat no person not eligible to become a citizen of the United States shall acquire title to any land or rial property within this State, except as hereinafter provided: I'rovided, further, This act shall not prevent the holders (whether aliens or non-residents, corporations or associations) of liens uik)U real estate, or any interest therein, hereto- fore or hereafter aeciuired from holding or taking a valid title to the real estate in the enforcement of such lien; nor shall it pre- vent any sucli alien, association or corpora- tion from enforcing any lien or judgment for any debt or lial)ility now existing, or which may be hereafter created, nor from becoming a purchaser at any sale made for the puri>ose of collecting or enforcing the collection of such debt or judgment; nor from preventing widows or heirs who are aliens, or who have not declared their in- tention to become citizens, from holding lands by inheritance; but all lands acquired as aforesaid sliall be sold within five years after the title thereto shall be perfected in sucli alien, association or corporation, and In default of such sale, within such time, such real estate shall revert and escheat to the Sta*-e of Idaho. The provisions of this act shall not be construed in any way to l)rovent or interfere with the ownership of mining land, or land necessary for the work- ing of mines or the reduction of the products thereof. § 2. An emergency exists, therefore this act shall take effect and be in force imme- diately after its passage. (Approved February 26, 1891.) Act 3. AN ACT to discourage the further increa-se of alien population in this State. Be It ena'C'ted by the legislature of the State of Idalio: Section 1. It shall hereafter be luilawful for any county government or municipal or private corporation organized imder the laws of this State, or organized under the laws of another State or territory or in a foreign country and doing business in this State to give employment in any way to any alien who has failed, neglected, or refused, prior to the time such employment is given, to be- come naturalized or declare his intention to become a citizen of the United States. § 2. Whenever employment has been inno- cently given to any alien by any county gov- ernment, municiiial or private corporation mentioned in section 1 of this act, and 24 IDAHO. Employment of aliens — xVcts of 1897. complaint shall be made in writing by any person to the officers of the county govern- mont, or municipal corporation, or general manager, superintendent, foreman, or other agent of the private corporation, having charge or superintendeucy of the labor of such alien employe, that such employe is an alien he shall forthwith discharge such employe from employment unless said em- ploye shall produce his declaration to be- come a citizen or a certificate of naturaliza- tion, or a duly certified copy thereof. § 3. Any public officer or any county gov- ernment, or municipal corporation, or any general manager, superintendent, foreman, or other agent of any private corporation, or any contractor or agent of any company en- gaged in public Avork, who shall violate any of tlie provisions mentioned in this act, who shall knowingly give employment to any alien or who having innocently given such employment shall on complaint being made to him by any person fail or refuse to dis- charge any such employe forthwith on the failure or refusal of such employe to pro- duce for his inspection and the inspection of the complainant his declaration of inten- tions to become a citizen, or certificate of naturalization as provided in section 2 of this act, shall be deemed guilty of a misde- meanor. § 4. Whereas an emergency exists this act shall t^ike effect and be in force from and after its passage. (Approved February IS, 1897.) Act 4. AN ACT to provide for a State lx)ard of ar- bitration for the settlement of differences between employes and their employers and to provide for local boards of arbitration subordinate tliereto. Be it enacted by the legislature of the State of Idaho: Section 1. The governoi', with the advice and consent of the senate, shall, on or be- fore the fourth day of March, eighteen hundred and ninety-seven, appoint three competent persons to serve as a State board of arbitration and conciliation in the man- ner hereinafter provided. One of them shall be an employer or selected from some asso- ciation representing employers of labor; one of them shall be selected from some labor organization and not an employer of labor: the third shall be appointed upon the recom- mendation of the other two; Provided, how- ever. That if the two appointetl do not agree on the third man at the expiration of thirty tlays. he shall then be appointed by the gov- ernor. On or before the fourth day of March, eighteen hundred and ninety-seven, the governor, with the advice and consent of the senate, shall appoint three members of said lx)ard in the manner above provided; one to serve for six years; one for four years; and one for two years; or until their respective succestlished at the discretion of the same, in an annual report to be made to the governor of the State on or before the first day of February of each year. § G. Said decision shall be binding upon the parties Avho join in said application for six months, or until either party has given the other notice in Avriting of his intention not to be bound by the same at the expira- tion of sixty days therefrom. Said notice may be given to said employes by posting the same in three conspicuous places in the shop or factory, mill or at the mine Avhere they Avork or are employed, § 7. The parties to any controversy or difference as described in section 3 of this act may submit the matters in dispute, in writing to a local board of arbitration and conciliation, such board may be either mutually agreed upon, or the employer may designate one of the arbitrators, the em- ployes or their duly authorized agent, an- otiier. and the tAvo arbitrators so designated may choose a third who shall be chairman of the board. Such board shall in respect to the matters referred to it, have and exercise all the i>OAvers which the State board might have and exercise, and. its decision shall have Avhatever binding effect may be agreed by the parties to the controversy in the Avritten submission. The jurisdiction of such l>oard shall he exclusive in respect to the matters submitted to it, but it may ask and receive the advice and assistance of the State board. The decision of such board shall be rendered within ten days of the close of any hearing held by it; such de- cision shall at once be filed with the recorder of the county in which the contro- versy or difference arose, and a CDpy thereof shall be forAvarded to the State board. Each of such arbitrators shall be entitled to re- ceive from the treasury of the county in Avhich the controversy or difference that is the subject of the arbitration exists, if such payment is approved in Avriting by the board of commissioners of such county, the sum of three dollars for each day of actual service, not exceeding ten days for any one arbitration, Avhenever it is made to appear tu the mayor of a city or the board of com- missioners of a county that a strike or lock- out, such as described in section 8 of this act is seriously threatened or actually oc- curs, the mayor of such city or tlie board of commissioners of such county shall at once notify the State board of the facts. § 8. Whenever it shall come to the knoAvl- edge of the State board, either by notice from the mayor of a city or the board ot commissioners of a county, as provided in the preceding section or otherwise, that a strike or lockout is seriously threatened or has actually occurred in any county or town of the State involving an emploj-er and his present or past employes, if at the time he is employing, or up to the occurrence of the strike or lockout was employing not less than twenty-tive persons in the same general line of business in any county or town in the State, it shall be the duty of the State board to put itself in communication as soon as may be with such employer and employes, and endeavor by mediation to effect an amical)le settlement between them, or to endeavor to persuade them; Provided, That a strike or lockout has not actually occurred or is not then continuing, to submit the mattei's in dispute to a local board of arbitration and conciliation, as above pro- vided, or to the State board: and said State ]u)ar(l may, if it deems it advisable, investi- gate the cause or causes of such controversy, and ascertain which party thereto is mainly responsible or blameworthy for the exist- 26 IDAHO. Arbitration — Acts of 1897. ence or continuance of the same, and may make and publish a report finding sucli cause or causes and assigning such respon- sibility or blame. The board shall have the same powers for the foregoing purposes as are given it by section 3 of this act. § 9. Witnesses summoned by the State board shall be allowed the sum of fifty cents for each attendance, and the sum of twenty- five cents, for each hour of attendance in ex- cess of two hours and shall be allowed five cents a mile for travel each way from their respective places of employment or business to the place where the board is in session. Each witness shall certify in writing the amount of his travel and attendance, and the amount due him shall be paid forthwith by the board, and for such purpose the board shall be entitled to draw from the treasury of the State for the payment thereof any of the unappropriated moneys of the State. § 10. The members of said board shall be paid six dollars per day for each day that they are actually engaged in the perform- ance of their duties, to be paid out of the treasury of the State, and they shall be al- lowed their necessary traveling and other expenses, which shall be paid out of the treasurj' of the State. This bill having remained with the governor to exceed ten (10) days (Sundays excepted) after the legislature adjourned, becomes a law this twentieth (20th) day of March, A. D., 1897. MDEX TO IDAHO. ACTIONS: Page. commencement of, against corporation jg pleadings, how verified 39 AGENTS: power to choose ] 8 ALIENS: corporations containing, not to acquire lands 23 not to be employed 23 AMENDMENT: of corporation act 17 ARBITRATION: state board of, organization 24 controversie title. Id. The charter of a corporation formed under general incorporation act consists of its articles of association taken in connection with the law under which the companv is organized. People V. Chicago T. Co., VM III. 285; s. c, 22 N. E. Rep. 708. The provisions of the law enter into and form a part of the charter. Id. The word " unlawful," as applied to the pur- poses and acts of a corporation, is not used ex- clusively in the sense of malum in se or malum prohibitum. Id. This word is also used to designate powers which corporations are not authorized to exercise, con- tracts they are not empowered to make or acts which they may not do. In other words, acts, contracts and powers ultra vires. Id. An agreement to form a corporation is such a joint undertaking as that each would be liable for expenses. (Jriffen v. Cooper. 50 111. App. 258. If contracts and grants the tendency of which is to create monopolies, are void at common law, then where a corporation is formed under a general law, a provision in its declaration of corporate purposes, the necessary eft'ect of which is to create a monopoly, is also void. Id. Words of permission in the charter of a corpora- tion, if tending to promote the public benefit, are obligatory. In such case a provision that a cor- poration " may enjoy " the same privileges as those awarded under the general law, is to be construed to mean " shall enjov " such privileges. Snell V. Chicago, 133 111. 437; s. c, 24 X. E. Rep. 532. A corporation is itself a franchise belonging to its members. The corporation being a franchise it may hold other franchises, as rights and fran- chises of the corporators. Id. Such franchise is, in its nature, incommunicable by act of the parties, and incapable of i)assing by assignment. Id. And cannot descend to heirs. Id. A franchise is a particular privilege conferred by grant from a sovereign or government and vested in individuals or a corporation. Chicago M. G. L. Co. V Lake, 130 111. .53; s. c. 22 X. E. Rep. 616. The franchises of a corporation organized under the general incorporation law are to be ascer- tained from the objects of its incorporation, as stated in the articles. Id. A purchaser of a franchise is not by his purchase constituted a corporation, but is merely vested with the right to organize a corporation. Snell V. Chicago, 133 III. 430; s. c, 24 X. E. Rep. 532. A drainage district in a city or village is not a private corporation. Springer v. Walters, 139 111. 419; s. c, 28 N. E. Rep. 761.] § 2. "Whenever any number of persons, not less tlian three nor more tliau seven, sliall pi'opose to form a corporation under tliis act, they shall make a statement to that effect under their hands, and duly acknowl- edged before some otlicor in tlie manner pro- vided for tlie acknowledgment of deeds, set- ting fortli tlie name of the proposed cor- poration, the object for which it is to be formed, its capital stock, the number of shares of Mdiich such stock shall consist, the location of the principal office, and the duration of the corporation, not exceeding, however, ninety-nine years; \\ hich statement shall l)e lih'd in the office of the secretary of State. 1"he secretary of State shall there- ILLIis^OIS. 11 License; corporate name — R. S., ch. xxxii, § 2. upon issue to such persons a license as commissioners to open books for subscrip- tion to tlie capital stoclv of said corpora- tion, at such times and places as they may determine; but no license shall be issued to two companies havinj,' the same name: Provided. That no con^oration shall be or- ganized luider this act unless the persons named as incorporators shall, at the time of filing said statement, pay to the seci-e- tary of State the sum of twenty-five dollars ('?25.0(M, which fee shall be in full, and iu lieu of all other fees for issuiuir iucorpura- tion articles. (As amended by act approved June 17. 1803.) Assuming corporate powers -without authority. § 18, post Certified copy of charter evidence. § 27, post. Change of name, increase of capital steels, etc. § 50 et seq., post. Voluntarj- surrender of charter. § 49b, post. Proceedings in quo war- ranto. Ch. 112, § 1 et seq. Consolidation of fran- chise. § Go, post. Corporation continued after expiration of charter. § 10, post. Reincorporation. § 28 1-2, post. Assuming corporate name. Ch. 38, § 220. [Certificate of president of corporation, showing a change in its name, etc., is sufficient under the statute. Anthony v. Bank, 93 111. 225. The legality of a corporation cannot be at- tacked collaterally. Rice v. R. R. Co., 21 111. 93; Goodrich v. Reynolds et al., 31 id. 490; Thompson V. Candor. GO id. 244; R. R. Co. v. R. R. Co., 75 id. 113; McCarthy v. Lavasche, 89 id. 270; Osborn v. I'eople. 103 id. 224; Meeker v. Steel Co., 84 id. 27G; Gas Co. v. Kerber, 5 111. App. 132; 'Ward V. Fiirweli. 97 111. 593; Atty.-Gen. v. R. R. Co., 112 id. 537; Keigwin v. Conns.. 115 id. 351; s. c, 5 N. E. Reji. 575; Lees v. Comrs., 125 111. 40; s. c 16 N. K. Rep. 015; People v. Trustees, 111 111. 173; I'.rown v. Rv. Co.. 125 111. GUU; s. c. 18 N. E. Rep. 283; Wingett v. Build. Assn., 128 111. 84; s. c. 21 X. E. Rep. 12; Bailev v. Bk., 127 111. 340; s. c. 19 X. E. Rep. G95; Fey v. Watch Co., 32 111. App. 631; Bushnell v. Machine Co.. 138 III. 67; s. c, 27 X. E. Rep. 596; Curtis v. Tracy, 62 111. App. 40. And this is likewise true as to a foreign corpora- tion. Hudson V. G. H. Semin., 113 111. 62G. But subscriber to stock being sued for subscrip- tion may require strict proof that corporation suing is such de jure. Id.; but see Fey v. Watch Co., supra. AVhen a company incorporated under the general law omits to file the certificate of incorporation, yet as to third persons it is a corporation. Baker v. Backus, 32 111. 79; Ice Co. v. Backus, id. lie. An error in filing a certified copy of articles of association with the proper dei)ository, instead of a duplicate, followed by an exercise of corporate functions; there is a corporation de facto. Hud- son V. G. H. Semin., supra. In several cases expressions have been used lead- ing to an inference that quo warranto is the only mode of testing the legality of the formation of an existing de facto corporation. The cases do not so decide and the question did not arise in them. Comrs. v. Griffin, 134 111. 342; s. c, 25 N. E. Rep. 995. Where an appeal from a justice is fallen by a party as a corporation its appeal bond sufficiently; proves its corporate existence. L. Gerl. Co. vT Labadie, 41 III. App. 283. Under the Practice Act (§ 28) a detendant may plead iiou assumpsit and nul tiel corporation. When the latter plea is interposed the burden of proving corporate existence is cast on the plain- tiff corporation. Bailev v. Bk.. 127 111. 340; s. c, 19 X. E. Rep. 695. Where partners attempt to organize a corpora- tion but fail to comply with the law, they may be held liable as partners. This liability rests on estoppel, but a creditor who has dealt with the corporation as such is also estopped to deny Its corporate existence. Bushnell v. Machine Co., 138 111. 67; s. c, 27 X. E. Ren. 596. What constitutes a corporation de facto. Id. In case of a question of the duration of a private corporation, license, and not the prelimi- nary agreement of corporators, will control. Id. The State alone can complain of the exercise of corporate franchise beyond the period for which corporation was org-anized. Id. The law confers no power on secretary of State to revoke the lieen.se to organize a corporation, except for failure to complete organization within two years. Watch Case Co. v. Pearson, 140 111. 423; s. c, 31 X. E. Rep. 400. Articles of association certified l)y secretary of State are prima facie proof that stock has already been subscribed. Wh.'ther failure to have stock fully subscribetl would invalidate organization, query. Jewell v. I'aper Co., 101 111. 57. To create a de facto corporation lliere must be a law under which such corporation might be law- fully created, together with a user under such law. Trust Co. V. Minnesota Co., 157 111. 641; s. c, 42 X. E. Rep. 1.".3. Mere fact that corporations of dilTerent States attempt to consolidate under a law authorizing consolidation and assume to act as a consolida- ted corporation, even in belief that they were legally incorporated, will not constitute "them a corporation de facto. Id. What amounts to a consolidation of corporations. Ry. Co. V. Ashling, 160 III. ;i73; s. c, 43 N. E. Rep. 357. The general rule that' consolidation works dissolution of original companies is subject to exceptions. Id. A corporation which has completed its organiza- tion, except tlie filing of its final certificate of organization for record in the county where its principal office is located, is a corporation de facto, and its stockholders are estopped to deny its ex- istence as a corporation. Curtis v. Tracy, 62 111. App. 49.] XCorpornte name. The use of a particular name b.v a corporation will not be Onjoined unless it be shown that the proposed use will likely re- sult in injury to complainant. Drum. Tob. Co. v. Randle. 114 111. 434; s. c, 2 X. E. Rep. 536. There is no provision in the statute, for the in- corporation of companies for pecuniary profit, au- thorizing the secretary of State to" reject the proposed name and substitute another. Id. A corporation of Illinois cannot enjoin the forma- tion of a new corporation in this State, under a siinilar name, to prevent any injury to the trade of a foreign corporation in this State. Id. A domestic corporation, incorporating, by Its members, in a sister State, keeping up its organi- zation here only to prevent others from transact- ing the same business cannot enjoin a new cor- poration by a similar name, when its trade-marks are not violated or to be used. Id. A corporation is entitled to the same protection of its name as an individual is of his trade-mark. Merch. Det. Assn. v. Det. Merc. Ag., 2o III. App. 250. Equity will enjoin threatened acts by persons assuming to act for or in the name of a dead cor- poration. Atty.-Gen. v. R. U. Co.. 112 III. 537. Also to restrain one incorporation from doing business in its name before the company is duly incorporated. Curran v. Bradner, 27 111. App. 582. Appeal to the supreme court lies direct from a decree dismissing a bill to enjoin the incorpora- tion of a company by a designated name, adopted in prefatory steps and proceedings — it Involves a franchise. Drum. Tob. Co. v. Randle, supra. Mere assumption of, or advertising in, a name appropriate for a corporation is not an offense, unless it be done in solicitation of business. Ed- gerton v. Preston, 15 111. App. 23. But in an ac- tion against a corporation its appearance by a name importing a corporation is an aamissiou of 12 ILLINOIS. Meeting to organize — R. S., ch. xxsii, § 3. its corporate existtMice. L. Gerl. Co. v. Lnbadie, 41 111 App. 283; Supreme Lodge, etc., v. Zuulke, 30 id. 101. On a question of the identifloation of a corpora- lion claiiulng under a will, claimant may prove every fact and circumstance surrounding testator and the claimant, which will aid the court in reaching a conclusion as to testator's motives and purposes in nsing the name or description used. Miss. So. V. Mead, 131 III. 33; s. c, 23 N. E. Rep. 603. ,. , , , A corporation cannot, except as authorized by law, change its own name, either directly or by user. It mav acquire a name by usage or reputa- tion if no name is given to it at its organization bv the State. It cannot, however, having a cor- porate name given by its chartei-, at the same time have a different name l>y usage or prescrip- tion. Svkes V. People, 132 III. 46; s. c, 23 N. E. Rep. 301. The provision of a statute fixing the name of a corporation thereby created is au essential part of the act. It Is an express legislative declaration that the corporate name shall be as there given. Id. 42. To sustain grants to or by a corporation sOme latitude is permitted in the use of their names, it being usually suHicicnt to use the name in sub- stance, though not the same in exact words and syllables — as to sustain a devise to a corporation mistaiienly named. Id. 47. So, when a corporation conveys by a wrong name, it cannot avail itself of its own wrong, after receiving full consideration for the convey- ance. Id. When a corporation is the prosecutor, or Is so affected by the crime charged that its name is material to a proper statement of the offense, its name must be correctly given and proved as al- leged. A variance between the allegation and proof will defeat the prosecution. Id. 4S. The fact that a corporation aneged to have been defrauded ha.s, without authority of law, assumed and done business under the name alleged in the Indictment does not change the rule. If, as to its name, the indictment and proof are variant the prosecution must fail. Id. The effect of filing an information, in the nature of quo warranto, against a corporation by its cor- porate name, to procure a forfeiture of its charter or to compel it to disclose by what authority it exercises its corporate franchise, is to admit the existence of the corporation. If an information be filed against a corporation by its corporate name and it is brought in and pleads in the same corporate character its corporate existence can- not, afterward, be controverted. I'eople v. Spring Valley, 129 111. 175; s. c, 21 N. E. Rep. 843. The right to be a corporation by a particular name is a franchise. Boiler Co. .v. Trip. B. Co., 137 111. 2;S2; s. c, 28 N. E. Rep. 248. The right to be a corporation b.v a particular name and the right to use a franchise in trans- acting its business are distinct and wholly dif- ferent rights. The latter can exist only where there is distinct and specific grant or, perhaps, right by prescription authorizing it. Id. The right of a corporation to the use of Its name cannot bo greater or different in principle than that of an Individual. Id. So, a corporation may acquire a right to use Its name as a trade-maric. It may, however, be en- Joined from so doing, at the suit of one who has previously acquired the right to use it as a trade- mark. Id. A bill to restrain the use of a certain name as the designation of a corporation involves a fran- chise, in the question of the right to use it. Hazel B. Co. V. Hazel T. B. Co., 37 111. App. 310. Where there Is not such a resemblance between the goods manufactured by two corporations, or their circulars or advertisements, as would de- ceive the ordinary mass of purchasers an injunc- tion will not issue to restrain the use by one of them of the name bv which it is known. Hazel B. Co. v. Hazel T. B. Co., 40 111. App. 436. The words " Aetna Iron Works " import a cor- poration, and there can be no property by a co- partnership in a name as a " trade-mark," the same Importing a corporation. Clark v. Iron Works, 44 111. App. 510. Statute prohibits license to a second corporation of substantially the same name as another. Hazel- ton Boiler Co', v. Tripod Boiler Co., 142 111. 494; s. c, 30 N. E. Rep. 339. A foreign corporation cannot, in our courts, con- test the right of a domestic corporation to the corporate name given it by this State. Id. Fact that no sign is displayed at otlice will have very little significance, where business of corporation involves no dealing with the general public. Rolling Stock v. People, 147 111. 234; s. C, 35 X. E. Rep. 608. " Elgin Creamery Company " and " Elgin But- ter Companv," not the same name. Issuance of a license to former notwithstanding previously licensing the latter, does not violate Corporation Act, which provides that the secretary of State shall not issue license to corporations having the same name. Elgin Co. v. Elgin Creamery Co., 155 111. 127; s. c, 40 N. E. Rep. G16. A proceeding against a corporation by its cor- porate name impliedly admits the regularity and legality of its existence. Distilling Co. v. People, 1.56 111. 448; s. c, 41 N. E. Rep. 188; Nimmo v. Jackman, 21 111. App. 607. And appearance of de- fendant by a corporate name is an admission of corporate existence. Leguard v. Crane Co., 54 111. App. 149.] § 3. As soon as may be after the capital stock shall be fully subscribed, the couunis- sioners shall couveue a meetiug: for sub- scribers .:or the purpose of electing direct- ors or managers, and the transaction of such 'otlun- business as shall come before them. Notice thereof shall "De given by depo;iH to enjoin tlie organization of a second corixiration with the same or a similar name as that of an existing corporation, to engage in the same l)usiness is only sustained upon evidence — satisfactory — tliat such incorporation will injure the prior company. Dnini. Tob. Co. v. Randle, 114 111. 425; s. c. 2 X. E. Rep. 536. To enforce a right against a corporation, the right sought being against the stockholders as in- dividuals, they are necessary parties. Tel. Co. v. Gray, 23 111. App. 72. Wherever a cause of action lies In behalf of a corporation ag.aJnst Its directors, (ytc, for mal- feasance or misfeasance, and the conioration re- fuses to prosecute such suit, a stockholder, for himself and others similarly situated, may main- tain suit. Chicago v. Cameron, 22 III. App. 91. Question of capacltj' to sue must be raised by demurrer or plea in abatement. Id. A ci^rporation has a right of action on a note payable to an officer thereof not named. Frlcd- Une V. Trustees, 23 111. App. 494. An Information which attempts to set out per- sons' title to be a corporation, and when taken in connection with a public law shows such title good, is bad and demurrable. People v, Ottawa Hydr. Co., 115 111. 285; s. c, 3 N. E. Rep. 413. I>e facto existence need only be proved as against plea of nui tiel corporation. Cozzens v. Chicago H. P. B. Co., 48 N. E. Rep. 7sS. A de facto coriioration may, ordinarilv, sue or be sued. Sell. DIr. v. Sch. Dir., 135 111. 470; s. c, 2S X. E. Rep. 49; A. L. S. C. Co. v. Stock Exch., 41 111. App. 151. A foreign cori>oration may maintain an action for libel, in this Stjite. Jewelers' M. Agency v. Douglass, 35 111. App. 627. A private corporation formed, by voluntary agreement, for private purposes Is liable, in a civil action, for its negligence or tort. JJlmore v. Drain. Com., 135 111. 273; .s. c, 25 X. E. Rep. 1010. A simple contract creditor cannot maintain a bill In equity to obtain a judgment against a corporation. Brabrook T. Co. v. Belding, 40 111. App. 329; Taylor Co. v. Woolverton, 37 111. App. 362. As a rule the creditors of a corporation must enforce their legal claim at law. They can ob- tain relief in equity only, after their legal rem- edies have been exhausted. Brabrook T. Co. v. Belding, supra. Judgment by confession on notes executed, with the warrants attached, by the officers of a cor- poration cannot be attacked, in equity, in the absence of injustice and fraud. Henkleman v. Peter.son. 40 111. App. 541. In such cases charges of fraud and conspiracy made in general terms, not impeaching the bona fides of the debts on which the notes are based, avail naught. Id. Where nothing appears to impeach the justice of a judgment, it will not be set aside, in equity, because it may appear that the oflicers of a cor- poration for which the note was made were not authorized to make it. Atwater v. Bank, 40 111. App. 503. It is no more necessary, in a declaration, to al- lege that a corporation knows what it has or has not done than to allege the same thing of a natu- ral person. The acts or non-action of its servants, within the sphere of their dutv, are its acts or omissions. R. R. Co. v. HInes, 132 111. 168; s. c, 23 N. E. Rep. 1021. A manufacturing corporation which has ceased to transact business except to turn over to other manufacturers, for a commission, any orders it may receive, has no ground to stand upon in seeking to restrain a former stockholder from fol- lowing the business that the company at some time did on his own account and from stating in his advertisements that the company is out of business. The dormant corporation cannot re- strain him from prosecuting Ills business. Shonk V. Shonk T. P. Co., 37 111. App. 21. Where a bill is filed against a corporation and its directors, and afterward dismissed as to di- rectors, the result is same as if they had not been named therein. Tavlor Co. v. Woolverton, 37 ni. App. 361. Stockholder not a competent witness for defend- ant corporation, sued for negligently causing death of intestate. Ice M. Co. v. Keifer, 134 111. 495; s. c, 25 X. E. Rep. 799. Xo judgment at law is necessvary to determine that parties filing a bill to recover under .^li! arc creditors. They may establish that fact, and the amount of the indebtedness, by an original bill in chancery. Woolverton v. Taylor Co., 43 111. App. 425. Where no plea of nui tiel corporation has been filed, it is not necessary for a plaintiff corpora- tion to make proof of its existence. Paper Co. v. K. & L. Co., 43 111. App. 566. Appearance of defendant by a corporate name is an admission of corporate existence. Legnard V. Crane Co., 54 111. App. 149. Appearance by a plaintllf as a corporation is an assertion that it is a corporation, to be denied only by a special plea of nui tiel corporation. Id. When nui tiel corporation is not a proper plea. Trogdon v. Stone Co., 53 111. App. 206. ILLINOIS. 15 Sue and be sued; seal — R. S., cli. xxxii, § 5, (1), (2). rroof of corporate existence not necessary when It is sliown that defendant has repeatedly recog- nized corporate existence of plaintiff. Paint Co. V. Ruggles, 48 111. App. 40U. A corporation may not recover back moneys paid by it for serTices rendered before its organi- zation, whether in a direc^t suit or by way of set- off. Lumber (Jo. v. Scott, 40 111. App. '28'>. ■\Vhen stockholder, either individually or on be- half of himself or other stockholders, may main- tain suit against wrongdoing directors or officers. ■yVhen con)oration is necessary party to such suit. Bruschke v. Der Xord, etc., 145 111. 433; s. c, 34 N. E. Rep. 417. When receiver for insolvent national bank may maintain an action on a note payable to the bank. Flre-Prooflng Co. v. Bank, 155 111. 481. Demand on managers of a corporation to bring suit not necessary when it is shown that such demand would have been unavailing. Higgins v. Lansingh. 154 111. 301; s. c. 4U X. E. Rep. 3t;2. A proceeding against a defendant corporation by its corporate name impliedly admits the regu- larity and legalitv of it-s corporate existence. Dis- tilling Co. V. People, 156 111. 448; s. c, 41 N. E. Rep. 188. Limitation of rule that existence of de facto corporation cannot be questioned collaterally. Trust Co. V. .Minnesota Co., 157 111. 641; s. c, 42 N. E. Rep. 153. An association whose name implies a corporate body, and which has authenticated its acts by a common seal and exercised corporate powers, is estopped to deny its corporate existence. Fitz- patrick v. Rutter, 160 111. :i82; s. c, 43 N. E. Rep. 392. A return nulla bona of an execution against a corporation is not essential to an action in equity to set asiide a fraudulent deed, where the cor- poration is insolvent and in process of winding up. Blair v. Steel Co., 159 111. 350; s. c, 42 N. E. Rep. 895. When officere of a corporation deal wrongfully with its property to the injury of stockholders, the latter may maintain a bill against the com- pany and its officers for relief. Green v. Heden- berg, 1.59 111. 489; s. c, 42 X. E. Rep. 851. Where there is a reasonable certainty that a de- mand upon the officers of a corporation to bring action would be unavailing, stockliolders may pro- ceed without such demand. Id. A pledgee, as collateral security, of shares of stock in a corporation may, as any other stock- holder, maintain a bill against the company and its officers for relief against a misappropriation of corporate funds, by which its security is im- paired. Id. An instrument purporting to be a bill of sale from a cori)oration, executed by its vice-presi- dent, and corporate se«l attached, is admissible to show the transfer of the property therein men- tioned, although there is no proof that the vice- president was authorized to execute it. Springer V. Bigford, 160 111. 495; s. c, 43 X. E. Rep. 751. A corporation which has, in fact, consolidated ■with another, is estopped to assert that tlie pro- ceedings for consolidation were not in accordance with the terms of the statute, in an action against It to recover the amount of a judgment against the other corporations on the ground that there was a consolidation. Rv. Co. v. Ashling, 160 111. 373; s. c, 43 X. E. Rep. 357. The actual or virtual refusal or neglect of a corporation to protect the rights of a stockholder entitles him to relief in equity. Farwell v. Tel. Co., 101 111. 522; s. c, 44 X. E. Rep. 891. Stockholder can maintain an action against a receiver and the corporation and others, to as- sert his rights, without a request that the re- ceiver bring such suit, and his refusal to do so. Id. What conduct of receiver is equivalent to re- fusal. Id. A corporation as such acts through its officers and agents. Its appearance in legal proceeding's may be entered by counsel, and when done, a presumption of authority arises. Ins. Co. v. Ken- nedy, 57 111. App. 1.30. Where an action is brought against an insurance company for trespass committed by its agents, the burden of proof is upon the plaintilS to show that the company authorized, contiaued or rjitl- fled the acts of the agents. Matthews v. Ins. Co., 64 111. App. 280. President of a corporation has no aufhority to execute a power of attorney authorizing the con- fession of a judgment against it, but where suit is regularly brought against corporation and ser- vice duly had upon it, if claim is just and cor- poration has no defense it is not the duty of the president to deny its justice or to defend it. Boston V. Fisher, 59 111. App. 400. When corporation Is suee president and secretnrv and a det'd of trust to secure them under the corporate seal Is prima facie evidence of authority to execute them without production of a resoluUon of authority. Hank v. Schott, 13o Til fiOtJ- s c . 26 N. E. Rep. 640. A lease of premises "between J B., V^^/ty ot the first part, and the Rochester Boot and bhoe compauv. bv N. N., president, party of the second na"" the "covenants all by the -party of the second Dart " and the testimonium clause signed 6«:oiKl.part , ^^^^j^^,,^ ^.j^j^ ^p„, Although at the time of the execution of the lease the com- panv was not. in fact, organized, and, therefore, could not authorize an ajrent in the absence of apt words in the contract to bind him. N. N. is not personally bound by the writing. Neulan V. Beidler, 37 111. App. 34. Where a promissory note and warrant of attor- ney are executed in the name and under the seal of "a corporation, it will be presumed that such Instruments were executed by authority of the companv. M'Dnnald v. Chisholm, 131 111. ^81, s c. 2.3 X. E. Rep. 506. The mode of authenticating the act of a cor- porate bodv. wliich uses a seal, is to affix the sea . with a declaration that it is the corporate seal, verified bv the signatures of the president and spcretarv.' Mntt v. Danv. Sem., 129 111. 412; S. C, 21 N. E. Rep. 027. ^ , , The doctrine of common law as to use or seai practicallv obsolete. Seal now necessary only in cases where one is required of an individual. Green v. Blodgett. 55 111. App. 556. tJorporate seal not essential to validity of a con- tract of subscription which is within the powers of a corporation to make. Green v. Blodgett, lo9 111 160; s. c. 42 N. E. Rep. 176. Right to have a common seal is necessarily an Insepar.ible incident to corporations, regardless of whether or not such right is given by charter or act of incorporation. Fireman v. Cramer, 60 111. App. 213. . ^ Seal of corporation affixed to an instrument is prima facie evidence of assent of corporation when signature of president and custodian of its seal attached to the instrument is shown to be gen- uine. Bailey v. Snyder, 61 111. App. 472.] (3) May own. possoss aiul enjoy so much real and personal estate as shall be neces- sary for the transaction of their business. and may sell and disjiose of the same when not required for the uses of the corporation. Annual statement of real estate. § 17, post. Foreign corporation, real estate. § 26, post. Loans on real estate by foreign corporation. § 67, post. [Limit of the right to acquire and hold title to real estate. Alexander v. Club, 110 111. 05. At common law real estate of a corporation re- verts to the owners upon dissolution, but equity will distribute it for the benefit of its creditors. Life Assn. v. Fassett, 102 111. 315. Power to hold real estate is a question between the corporation and the State, with which the grantor has no concern. Hoiiffh v. Cook Co.. 73 111. 23: I'.arnpfi v. Suddard. 117 id. 2.39; s. c. 7 N. E. Rep. 477; Ilamsher v. Ilamsher, 132 111. 2S6; s. c. 23 N. E. Rep. 1123. Power of acquiring and transferring property sustained. Reed v. Bradley. 17 111. .321. Corporation may take mortgages on real estate as security for debts. Stevens v. Pratt. 101 III. 200. And may loan money. Id. And may bor- row money and give mortgage. Thomas v. Ry. Co., 104 111. 402. The same powers are vested in forelcrn corporations. Assurance Co. v. Scammon, 102 111. 40; Buggy Co. v. Graves. 10S id. 4.">0. A subsequent general law will limit capacity of corporation to acquire and hold real estate. St. P., etc. V. Germain, 104 111. 440. The power to sell securities does not include (he power to mortgage them. Morris v. Cheney, 51 111. 451. Corporation for pecuniary profit may acquire and hold real estate necessary to its business. Barnes V. Suddard. 117 111. 23'.»: s. c, 7 N. E. Rep. 477. A conveyance of lands by proper officers of a land company to trustees, the land iiaving been conveyed to "the corporation by stockholders, Is ratified by the stockholders becoming stockholders in a new corporation, created on the transfer. Hull v. Glover, 120 111. 123; s. c, 18 N. E. Rep. 198. A deed of a corporation not authenticated in the mode recognized by law is a nullity, and con- fers no rights whatever. Mott v. Danv. Sem., 129 111. 413; s. c, 21 X. E. Rep. 927. A bill of sale executed by the vice-president under the corporate seal is prima facie sufficient to pass the property. Springer v. Bigford, 55 111. App. 199. Corporation making a purchase from its presi- dent is not chargeable with his knowledge of infirmities in his title to the property. Higglns V. Lansiiigh. 1.54 111. 304; s. c, 40 N. E. Rep. 362. Corporation may purchase its own stock only when creditors are not injured. Clapp v. Peter- son, 104 111. 26. A note and mortgage to secure an existing in- debtedness, executed by an officer of a corpora- tion under authority conferred at a meeting of its board of directors, not regularly convened in accordance with its by-laws, the repudiation of it has not been authorized by the directors or stockholders of the corporation, becomes valid and binding bv acquiescence and ratification. Ashley V. Illinois, 60 111. App. 180. A proposition by a board of stockholders of a corpoi'ation as to the sale by them of the prop- erty of a corporation to the other stockholders and accepted by them, constitutes a valid con- tract. Green v. Sellers. 64 III. App. 505. When it cannot be urged against the validity of a mortgage executed by a corporation that It oon tains special provisions not contained in Ihe statutory form of mortgage. Ashley Wire Co. v. Illinois Steel Co., 45 X. E. Rep. 410. When a corporation held to ratify a mortgage executed by its board of directors. Id.] ^4) They may borrow money at legal rates of interest, and pledge their property, both real and persou.'il, to secure the pay- ment thereof; Foreign corporation may loan money. § 67, post. Rate of interest, corporation not to plead usury. Ch. 74. §§ 8-11. [Power to mortgage regarded as an incident to the power to hold real estate. Agl. Soc. v. Pad- dock. SO III. 203: West v. Agl. Board. 82 id. 205. (Corporation cannot avoid liability by question- ing the authority of persons making the loan to it. R. R. Co. V. Murray. 15 111. 330. Power " to borrow money and to mortgage or lease any of its property or franchise " does not give authority to assign and transfer any of its privileges and business. Cliicago Gas. etc., Co. v. People's Gns, etc., Co., 121 111. 534; s. c, 13 N. E. Rep. 169. Presumed that one who holds a corporate bond payable to bearer rightfully owns the same, in the absence of proof to the contrary. Land Co. V. Peck, 112 111. 433. Unless restricted by statute, corporations may contract debts to the extent of tneir credit. AVoolverton v. Tavlor, 1.32 111. 206; s. c, 23 X. E. Rep. -1007. Xeither is it, under all circumstances, bad man- agement in a corporation to contract debts in excess of its capital stock. Id. In mortgage given to secure bonds, the inser- tion of covenant implied by words " grant, bar- gain and sell " is not a fraudulent representation as to existing incumbrances on part of director ILLIXOIS. 17 Xecessarj- powers — R. S., ch. xxxii, § 5, (5). who did not sip;n mortgage, to preclude his claim on a prior mortgage of the company held by him. Banlj V. Schott, 135 111. 070; 6. c, 20 N. E. Uep. 640. Kecording of resolutions of directors authorizing an is.sue of cori)orate bonds does not give them the character of a deed or mortgage. Bank v. Schott, 34 111. App. 509. Power of corporate oUicers to execute judgment notes for corporation may be shown by fact.s and circumstances. Burch v. West, 134 111. UOiJ; s. c, 25 X. K. Kep. 058. Defective execution of judgment note of corpo- ration may oe cured by subsequent action. M'Donald v. Chisholm, 131 111. 280; s. c, 23 N. E. Kep. 500. Proper rorm of execution of not« of a private corporation. Frunkland v. Johnson, 147 111. 520. Improperly executed, whether binding corporation or officer as an individual. Id. A private corporation has implied power to con- tract debts when necessary or convenient in fur- therance of its objects, and whenever it may con- tract a debt it may borrow money to pay the same and execute negotiable iustruments secured by mortgage. Ward v. Johnson, 1)5 111. 215. (5t And may have and exercise all the powers necessary and recjiiisite to carry into effect the objects for which they may be formed ; Powers to be exercised by directors. § 6, post. Legislative powers reserved. § 9, post. Assum- ing powers without complying with this act. § 18. post. [The by-laws of a corporation are binding upon no one but its members and officers. Ward v. Johnson, 95 111. 215. Corporation can only act through Its officers, or by expressly delegating its powers to others. Hopkins v. R. C. L. Co., 72 111. 373. Corporation has power in this State to assign notes. Mclntire v. Preston, 10 111. 48. Corporation can act only in the manner pre- scribed by the act of incorporation. Betts v. Menard, Breese, 395; Petersburg v. Metzker, 21 111. 205; C. F. Col. v. Cooper, 25 id. 148; Kinzie v. Chicago, 3 111. 187; Fitch v. Pinckard, 5 id. 69. Every power that is not clearly granted to a corporation is withheld, and any ambiguity in the term of grant must operate against the cor- poration in favor of the public. Trust Co. v. Min- nesota Co.. 157 111. 041; s. c, 42 X. E. Rep. 153. And it can exercise only such powers as are con- ferred, or are necessarilv incident. Caldwell v. City. :« III. 416; City v. Ruinpff, 45 id. 90; People T. Board of Trade, id. 112; Chicago Gas, etc., Co. V. People's Gas. etc., Co., 121 id. 534; s. c, 13 X. E. Rep. 109: People v. Chicago Gas T. Co., 130 III. 283; s. c, 22 X. E. Rep. 798: Mott v. Sem., 129 111. 413; s. c, 21 X. E. Rep. 927; Rockhold v. Benev. Soc, 129 III. 450: s. c, 21 X. E. Rep. 794; McCrory v. Chambers. 48 III. App. 445. And par- ties dealing with it are chargeable with notice of such powers. Durkee v. I'eople, 53 III. App. 397. "All the power incident and useful to corpora- tions." includes power to give chattel mortgage. Badger v. B. P. Co., 70 111. 302; Ward v. Johnson, 95 id. 215: Ward v. Farwell. 97 id. 593; N. W. F. Co. V. Hyde Park. 70 id. 034. Corporation has all the powers of an ordinary person as respects its contracts. City v. Cor- with, 48 111. 423. Distinction between municipal and private cor- porations in their power to contract aebts. Mar- shall Co. v. Cook. 38 111. 44. Corporation is estopped from denving its author- ity, when. Bradley v. Ballard, 55" III. 413; C. B. Soc. V. Crowell, 05 id. 453; Ins. Co. v. F. S. Mfg. Co., 97 id. 537. Corporation may transact all business relating to the legitimate objects of its existence. Wood V. Whelen, 93 111. 153. But corporate powers must be warranted by statute. Webster v. People, 98 III. 343. I'owers of corporation organized under the laws of Iowa. Reichwald v. Hotel Co., 106 111. 439; Glover v. Wells, 40 111. App. 353. Corporation is bound by parol contract if acting within the scope of Its authority. R. R. Co. v. F. L. & T. Co., 49 111. 331. And by implied con- tracts. Maher v. City, 38 III. 2G6; R. R. Co. v. j F. L. & T. Co., 49 id. 331; Ry. Co. v. Deitz, 50 id. 210. But not for debts created before organiza- j tion. Mfg. Co. V. Cou.sley, 72 111. 531. I Corporation cannot avoid liability by questioning I the authority of the persons making the loan to it. R. R. Co. V. Murray, 15 111. 336. I Officers liable for wrongs done by their order. Peck V. Cooper, 112 111. 192. The remedy against one for falsely assuming to act as an agent of a corporation is an action on the case and not on the contract made bv him. Hancock v. Yunker, 83 111. 209. Equity will restrain the acts of an existing cor- poration in excess of its powers or sought to bo performed under invalid grant — as an invalid or- dinance. Atty.-Gen. v. R. R. Co.. 127 111. 538. I Charter being permissive only — not impera- tive — and granting no exclusive privilege, the I company is not bound to execute Its franchise throughout the entire territory in which it may , operate. Peop. G. & C. Co. v. Chicago G. & C. ! Co., 20 111. App. 473. ■ Any private contract of a corporation engaged I in business in which the public is interested. In- jurious or prejudicial to the public interests, is void. Chicago Gas, etc., Co. r. People's Gas, etc., Co., 121 111. 534; s. c, 13 X. E. Rep. 169. Corporation cannot plead ultra vires in defense of a contract fully performed by the other party, to its benefit. Bank v. Brooks, 22 111. App. 238; I'eop. G. «& C. Co. V. Chicago G. & C. Co., supra. The rule that contracts in partial restraint of trade are not valid does not apply to corporations engaged in a public business. Chicago Gas, etc., Co. V. People's das, etc., Co., 121 111. 534; s. c, 13 X. E. Rep. 109. Under a general law a company is formed for the purpose of carrying on a " lawful business; " tlie law must determine what powers may be ex- ercised as incident to such business. People v. Chicago G. T. Co., 130 111. 287; s. c, 22 X. E. Rep. 798. Whether the articles of association with its ac- companying parts, including all papers certified, do or do not confer such rights and powers as the law authorizes, is a judicial question. People V. Chicago G. T. Co., 130 111. 280; s. c, 22 X. E. Rep. 798. The language of this section negatives the Idea that a corporation can buy and hold stock of other companies. Id. To determine powers of a cor- poration organized under general law, certificate of promoters is to be looked to. One created by special statute, statute is looked to. Rockhold v. C. M., etc., Soc, 129 111. 455; s. c, 21 X. E. Rep. 794. Implied powers are presumed to exist to enable such bodies to carry out the express powers granted, and to accomplish the purposes of their creation. People v. Chicago G. T. Co., supra. An incidental power is one that is directly and immediately appropriate to the execution of the specific power granted. Id. (.'orporation publishing a newspaper can make certificate of publication of a notice required by law to be published. Maass v. Hess, 41 111. App. Corporation having entered into contract and en- joyed the benefits is estopped to plead defense of ultra vires. Helms B. Co. v. Flannery, 137 111. 318; s. c, 28 X. E. Rep. 248. Unless transaction is criminal or against public policv. Owens v. Stapp. ,32 111. App. 0.58. Agreement that patentable inventions and Im- provements developed by any member of a cor- poration " shall be patented in the name and for the benefit of such company," continues no longer than corporation exists. Car Co. v. Car Line, 37 111. App. 290. Or than person continues to be a member of such corporation. Id. 292. 18 ILLIXOIS. Sale of land; directors — R. S., ch, xxxii, §§ 5, G. Contracts between a corporation and the con- trollinir majority of Its own stockholders are not ! sanctioned by courts. Rlgdon v. ^^ alcott, 43 111. A sr'n'imer contractinc with a corporation Is not bound to take notice of Its by-laws. Bath Co. V. Fan Co., r.O 111. App. 6S1. Contract signed by vice-president when presi- dent was In town, validity of. Id. Corporation authorized to conduct a lumber business Is lesally Incapable of being a stock- holder in a telegraph company. Peshtigo Co. v. Tel. Co.. 50 111. App. 024. A cdntract void as against a statute or public policy cannot become valid through an estoppel. Durkee v. People, 53 111. App. 397. Contract of corporation to advertise in a pub- lic newsi>aper is not ultra vires. Green v. Blodgett, 55 111. App. 556. It is the duty of a corporation to use ordinary care to make its works and appliances reasonably safe and fit for their intended uses. Mining Co. V. Adnir., 48 111. App. Gltj. The power of two or more corporations to make contracts. Kv. Co. v. Ayres, 14U 111. 044; s. c, 30 N. E. Kcp. CS7. It is a fundamental principle In the laws of cor- porations, that a majority of stockholders shall control policy and regulate and control business, aud to this each stockholder Impliedlv agrees. Wheeler v. Iron & Steel Co., 143 III. 107; s. c, 3J. N. E. Itep. 420. A court of equity will not assume to control a policy or business methods of a corporation, al- though it may be seen that a wiser policy might be adopted. Id. Extent of Its business does not affect the char- acter of a corporation, so that it may be declared public. Comm. Co. v. Stock Exchange, 143 111. 210: s. C. 32 N. E. Rep. 274. It is well settled that a corporation cannot avail Itself of defense of ultra vires when a contract hiis been executed and it has had the full benefit thereof. Kadish v. L. & B. Assn., 151 111. 531; 8. c. 38 X. E. Rep. 2.30. But while contracts ultra vires remain executory, courts will interfere and prevent their enforcement on application of a shareholder, or other authorized person. Id. Ihe 1)111 of ultra vires should not, as a general rule, prevail, whether interposed for or against a corporation, when it will not advance justice. Id. Corporations may become members of, and bor- row money from, building and loan associations. Id. If corporation has no power to make a contract, it has not i)ower to ratify or confirm it. Durkee V. Peofile. .-,3 III. Am. 307; 155 111. 354; s. c, 40 N. E. Rep- •■«20. A corporation cannot enter a partnership. Bishop V. American Co., ^oi 111. 284; s. c, 41 N. E. Rep. 765. ^ A corporation organized to manufacture and deal in merchandise may make a subscription for the purpose of securing the location of post-offlce adjoining a building owned by it. where its ef- fect will be to bring Its business prominently be- fore the public and increase its customers and sales. (;reen v. Blodgett, 159 111. 169; s. c, 42 N. E. Rep. 176. Exercise of a power expressly conferred upon a corporation by Its by-laws, cannot be questioned by the stockholders. Pioneer Co. v. Brockett, 58 111. Apr». 204. Ratification by a corporation of a contract made In Its name, whether sealed with its corporate seal, or not, will be implied bv the acts of the corporation and will be Inferred from facts and circumstances as in the case of individuals. Brew- ing Co. V. Ahlgren. 03 III. App. 475. There may be r;itiflcati(jn by acquiescence and general conduct under a knowledge of the facts, as well as by express action. Corporations, like Individuals, m:iy be bound by ;i ratilieation by Its acts, and such ratification liccd not be In writ- ing, even tliDUgli it be a ratification of an act done without authority. Greer v. Sellers, 04 111. App. 505. When benefits have been received under an ultra vires contract, relief Is not granted upon the basis that a valid or merely voidable contract has been entered into, but the act not being malum in se, the parties' will, as near as may be, be restored to their original conditloii. Mc- Cormick v. Bank, 61 III. App. 34. AA'hen corporation can and cannot avail Itself of the defense of ultra vires. McNulta v. Bank, 45 N. E. Rep. 954.] Provided, however. That all real estate, so acquired in satisfaction of any lialiility or indel)tedne.ss. unless the same may be necessary and suitable for the business OL' such corporation, shall be offered at pub- lic auction, at least once every year, at the door of the courthouse of the county wlierein the same may be situated, or on the premises to be sold, after givin.i? notice thereof for at least four consecutive weelis in some newspaper of genoral circulation published in said county; and if there be no such newsi»ai)er published therein, then in the nearest' adjacent county where such newspaper is published; and said real es- tate shall be sold wlienever the price of- fered for it is not less than the claim of sucli cori)oration, including all interest, costs aud other expenses: And, provided, further. That in case such coi'poration shall not, within such period of Ave years, sell such land, either at public or private sale, as aforesaid, it shall be the duty of the State's attorney to proceed by information, in the name of the People of the State of Illinois, against such corporation, in the circuit court of the county within which such land, so neglected to be sold, shall be situated, and such court shall have jurisdic- tion to hear and determine the fact, and to order the sale of such land or real estate at such time and place, sul)ject to such rules as the court shall establish. The court shall tax as the fees of the State's attorney such sum as shall be reasonable; and the ]iro- ceeds of such sale, after deducting the said fees and costs of proceedings, shall be paid over to such corpor.-ition. The provisions of this section shall a])i)ly to and be bind- ing npon all corporations now existing by virtue of any special ciiarler granted by this State. See § 17, post. Real estate of foreign corpora- tions. § 26, post. Foreign corporation may buy real estate. § 67, post. § G. The corporate powers shall be exei'- cised by a board of diriK-tors or managers: I'rovided, The number of directors or man- agers shall not be increased or diminisJied, or their term of ofhce clianged, without the consent of the owners of a majority of the shares of stock. The officers of the company shall consist of a president, seci'etary and treasurer, and such other officers and agents as shall be determined by the directors or managers, and the directors or managers may adopt by-laws for the government of ILLINOIS. 19 Directors — R. S., ch. xxxii, § 6. the officers and affairs of the company: Provided, They are not inconsistent witli the laws of this State. The directors or managers may require of tlie otticers and agents bonds, ^Yitll such sureties and con- ditions as tliey sliall deem proper, and luay remove any oliicers wlieu tlie Interest of the coi'poration sliall require. The officers sliall hold tlieir respective otiices for tlie period provided by the bj'-laws. Meeting of officers. § 20, post. Failure to elect officers, not to dissolve. § 14, post. Personal lia- bility of directors and officers. §§ IG, 19, 21, post. Changing number of directors. §§ 59 et seq., post. Corporations acting by attorney. § 60, post. [Director.s. — Persons owning a majority of the stock have a right to combine and secure the board of directors. Faulds v. Yates, 57 111. 41G. Directors are trnstcos of funds for stockholders. Holder v. Rv. Co., 71 111. 106; Chetlaiu v. Ins. Co., 86 id. 220; Perrv v. Pearson, 135 id. 236; s. c, 25 X. E. Rep. 636; Ellis v. Ward, 137 111. 52U; S. c. 25 N. E. Rep. 5.30. Powers of directors to purchase Indebtedness, and to deal with the property of the coi-poration. Harts V. Brown, 77 111. 226. A certificate signed by persons In compliance with the statute, with certificate of tHe county clerk appended, is evidence of the election of the directors. Skinner v. Lake View Ave. Co., 57 111. 151. Railroad director not to receive compensation for his services, unless authorized bv law or resolu- tion. R. R. Co. v. Miles, 52 111. 174; Merrick v. Coal Co., 61 id. 472; R. R. Co. v. Sage, 65 id. 328; Cheeney v. Lafayette B. & M. Ry. Co., 68 Id. 570; Grldley v. Ry. Co., 71 id. 200. The same rule applies to other private corpora- tions. Linen Co. v. Hough, 91 111. 63. A director or stockholder may deal with corpo- ration as other persons may. I'>each v. Miller, 23 111. App. 151; Bank v. Schott, 34 111. App. 508. Directors of an insolvent corporation cannot ap- ply its assets to an indebtedness to himself to the exclusion of other creditors. Adams v. C. W. Print. Co., 27 111. App. 313. Directors giiilty of mismanagement and malfeasance, court may ap- point a receiver and order him to sue for unpaid subscriptions to stock. Tel. Co. v. Gray, 122 111. 6:',4; s. c. 14 N. E. Rep. 214. A contract for the sale of corporate stock be- tween eodirectors of the company does not so depend on trust or confidential relations between them that either has an option to set aside, in- dependently of the question of fraud in the trans- action. Perry v. Pearson, 135 111. 236: s. c. 25 N. E. Rep. 6.36. Directors owe a fiduciary duty to stockholders in dealings which may affect the stock. Id. Ergo, they may not so manage the corporate business or deal with property as to lessen the value of the stock that they themselves may purchase it at a low value. Perry v. Pearson, supra. In the absence of statutory requirements one who is not a stockholder mav be a director. Fey V. P. Watch Co., :V2 111. App. 631. The directors and officers of a solvent coi-pora- tion are trustees and agents of the company and its stockholders only. They owe no duties or obligations to the creditors preventing them from dealing with the corporation. Bank v. Sohott, 135 111. 672; s. c. 26 N. E. Rep. (MO; Roseboom v. Whittaker. 1.32 III. 87: s. c. 23 N. E. Rep. .3,39; Beach v. Miller, ViO 111. 170; s. c, 22 N. E. Rep. 464. An officer or agent may deal with the corpora- tion where it is represented, in the transaction, by other agents. Matson v. Alley, 41 III. App. 73. But the moment a corporation beconuNS insolvent, its directors occupy a different relation. The a.s- sets of the corporation must then be regarded as a trust fund for the payment of all its creditors and the directors may occupy the position of trus- tees. A fiduciary relation then existing they may, with propriety, be prohibited from purchasing the trust property. Roseboom v. Whittaker, supra; Beach v. Miller, supra; Bank v. Burch, 40 111. App. 515; Atwater v. Bank, id. 50:i. Corporate directors are trustees, having neither right nor power to appropriate or use the cor- porate funds to or for themselves, or to destroy, waste, misapply or give them away. Ellis v. Ward, 137 111. ,520; s. c, 25 X. K. Rep. 530. Di- rectors who wrongfully pay an outgoing president a salary for past services, not agreed to be paid for until after their performance — or applv cor- porate funds to discharge their own indebtedness — will be liable to creditors of corporation for amount of money misapplied. Id. A director who purchases the property of an insolvent corporation to secure his own debt and takes possession thereof will take such property charged with a trust in favor of other creditors which equity will enforce. Beach v. Miller 130 III. 173; s. c, 22 X. E. Rep. 464. This, however, will not authorize another judg- ment creditor to levy his execution on the prop- erty in possession of such director under his pur- chase. Id. Director who holds mortgage on corporate prop- erty will not waive his priority of lien bv voting for issue of bonds. Bank v. Schott, supra. On trial of indictment for wrongfullv cutting trees upon land of a corporation, verba"l consent of- two trustees not admissible in evidence, when authority could only be given by action of board at a meeting. Mettler v. People, 36 111. App. 325; s. c, i;:!5 111. 415; s. c, 25 X. E. Rep. 748. There is no rule of law to compel a man to be a director of a private corporation against his will, and if elected may refuse to serve. Oil Co. v. Morrison, etc., 54 111. App. 531. Director is not prohibited from lendhig money to his corporation and taking security therefor. O'Donnell v. Steel Co., 53 111. App. 314. When such a loan is Invalid. Id. Director is bound to manage business in the in- terest of the stockholders alone, and not for his private emolument. Gas Engine Co. v. Charter, 47 III. App. m. Without consent of stockholders he cannot become a contractor with the corporation or have any pecuniary interest in a contract be- tween it and a third person. Id. But he may loan monej- to the corporation and take securities therefor. Id. Directors authorized to sell corporate property cannot become its purchaser. Cab Co. v. Yerkes, 141 111. 320; si c, 30 X. E. Rep. 667. Improper sale of corporate property by directors, how avoided. Id. The public policy of this State, as declared by constitutional and statutory law, requires that a majority of directors of railroad corporation shall be residents, but no such requirement exists in case of any other corporation. Hence no ground of forfeiture of charter that all directors and officers of a corporation, other than a railroad com- panv, have alwavs been and still are non-residents. UolHni: Stock Co. v. People, 147 111. 234; s. c, .35 X. E. Rep. 608. Directors have no right, under any ciroum- stances. to use their otticial position for their own individual benefit. Hoffman v. Keichert, 147 111. 274: s. c, .35 X. E. Rep. 527. If corporatiun is indebted to a director, he will have same rights and remedies as any other director, but he has no right to avail of his position to obtain posses- sion of corporate projjerty. Id, Rights of officers or directors as purchaser of corporate property at judicial sale. Id, Lease made by a corporation, through one of its directors, on the one part, with himself aud another, on the other part, not void so as to be incapable of revocation. Ry. Co. v. Carson, 151 111. 444: s. c, ;}S X. E. Rep. 140, Such lease not void, but only voidable. Id. Revocation of the aet may be shown aud inferred from facts and circumstances. Id. 20 ILLINOIS. Directors; oflScers and agents — R. S., ch. xxxii, § 6. \ contract obtained through vote of nn Inter- .sted director not valid. IliKgins v. Lansiugh, loJ III. an: s?. c. 40 N. E. Kep. 3tj2. Contract of n corporation made byi a director with himself not void, hut voidable. Ky. Co. v. Car-;oii ol 111. App. r>r)2. And, therefore, such contract niav be ratified by the corponitiou. Id. And su<-h ratification need not be in writing. Id. Directors of an In.solvent corporation are trus- tees for all creditors, and will not be allowed to aid one creditor to obtain advantage over others. I'eterson v. Tailoring Co., 51 111. App. 249. All business relating to legitimate objects of the corporation may be transacted by directors with- out sanction of stockholders. Wood v. Whelen, 93 111. lo3. E>irectors of a railroad must be stocliholders, and must be elected bv stockholders. Durkee v. Askren. 1."..'. III. ...A: s. c, 40 N. E. Rep. 62(5. Notice to n director of a corporation while en- gaged in its business, such notice being concerning business he is engaged upon, is notice to corpora- tion. IJartlett v. Bank. 57 111. App. 425. [OfflftTs and nerentH. Officers will have no right to compensation if no provision is made therefor. Haider v. Uv. Co., 71 111. 10(3; Gridley V. IJv. Co.. id. 200; Ellis v. Ward, 187 id. 51S: s. c, 25 N. E. Hep. 5;^o; Invest. Co. v. Hiddison, 4(5 111. .\pp. •i^S^. And cannot recover for services upon an imiilled contract. Barry v. C. & C. Co., 52 III. Aim., l.s:?. Where evidence falls to show either an appro- priaticm of labor, or an agreement to pay; no ground of recovery. Ins. Co. v. Smith, G5 111. 309; R. R. Co. v. Sage, id. 328. A person occupying the position of superintend- ent, etc., will be presumed to have been duly ap- pointed. R. R. Co. v. Dalby, 19 111. 353. The president may perform all acts incident to the trust. Mitchell v. Deeds, 49 111. 416. Contract entered into by agents or olScers of a private corporation if ultra vires is not binding on tlie companv so long as it remains execu- tory. R. R. Co. V. Thompson, 103 111. 187. Corporation will be liable for acts of officers and agents. Lesher v. Wabash Nav. Co., 14 111. 85; Hinde v. Same, 15 id. 72; Rvan v. Dunlap, 17 id. 40; W. S. M. Co. v. Boyington, 73 id. 534. But not for acts of individual members. Bouton v. McDonough Co., 84 111. 384; Peterson v. I. L. & L. Co., 6 111. App. 257. Tlie president can sue and recover for advances. Merrick v. P. C. Co., 01 111. 472. Corporation loses its general power of removal of employes, contained in its charter, if it makes a specitic contract. Trustees v. Shaffler, 63 111. 243. The execution of a lease or a sealed instrument bv the president, a good execution by the com- pany. N. W. D. Co. V. Brant, (59 111. G.58' But company may be bound by contract made by its agent, though not under seal. Athens v. Thomas. 82 111. 2.59. Corporation not liable to punitive damages for gross negligence of its servants. R. R. Co. v. Hammer. 72 111. 347. There is no rule of law which prohibits a share- holder or officer from dealing with the company in the same manner as a stranger. Merrick v. Coal Co., 61 111. 472; Beach v. Miller. 23 111. App. 151; B. & T. Co. V. Gade, 55 id. 181. Or from suing or being sued by it. Id. As to election of officers, see People v. Devin, 17 111. 84. As to their powers, see Lark v. Woods, 15 111. 256; Dennis v. Maynard, id. 479. The ma- jority may act. Id. Assignment by secretary of railroad company, of a note belonging to it, is prima facie the act of the company. Erye v. Tucker, 24 111. 181. Note assigned by a corporation by indorsement of its corporate name; held, sufficient. Temple- ton V. Hayward, 65 111. 178. Deed executed by vice-president, the office of president being vacant, presumed to be legallv done and binding. Smith v. Smith. 62 111. 493: see Sawyer v. Cox. 63 id. 130. Contract signed bv vice-president when president was in town, validity of. Bath Co. v. Fan Co., 50 111. App. 681. A secretarv having made similar contracts, It was inferred" that he acted with the knowledge of the directors. Chicago Bldg. Society v. Crowell, 65 111. 453. Officers cannot apply property of the corporation in their possession to the payment of debts due them. Emporium R. E. & M. Co. v. Enirie, 54 III. 345. Ratification of acts of. what so regarded. Reich- wald V. Hotel Co., 106 111. 4.39. • Foreign insurance companies doing business In this State will be bound by the acts of their president and general agent. Ins. Co. v. White, 106 111. 67. Corporation having a right of action against Its otncers or others, for wrongfully dealing with corporate property or wrongful exercise of cor- porate franchises, and actually or in effect re- fusing to prosecute a suit; action may be main- tained by a stockholder individually or for the benefit oif all similarly situated, always — in such case — making the corporation a party. Chicago V. Cameron. 120 111. 451; s. c. 11 N. E. Rep. 899. Stockholders' remedy against the wrongful acts of corporate officers is not confined to the preven- tion of an unlawful act; where an act would be enjoined equity may declare the same act, if con- summated, void. Id. A\'here an action may be maintained by stock- holders to preserve the corporate property and in- terests and there is a reasonable certainty that a demand on the corporation to sue will be of no avail, demand on the managing body will not be required. Id. President and treasurer have no implied power to confess judgment or to empower another to do so. They must receive the express authority of the directors. Elec. L. & P. Co. v. ingalls, 23 111. App. 45; Adams v. C. W. Print. Co., 27 id. 313. While acting as president of a corporation, a husband cannot be deemed to be the agent of his wife, other than as he is agent for other stock- holders. Booth v. Smith, 117 III. 371; s. c, 7 N. E. Rep. 610. By-laws of a corporation for profit making it the president's duty generally to supervise its business and placing all its property under his control, he having for years acted" as its attorney; this evidences his authority to retain proper at- torneys. Wetherbee v. Fitch, 117 111. 69; s. c, 7 N. E. Rep. 513. A rule of directors that no debt be incurred or contract entered into without consent ot a majority is not violated by the president's employment of an attorney, a majority of the directors consent- ing. R. R. S. Co. V. Bowman. 17 111. App. 354. Notice to the president of a corporation in hands of a receiver is not notice to the corporation. Ins. Co. v. Pennell, 19 III. App. 212. Officer of a corporation is personally liable, in damages, to one who is injured by his illegal act, or by such act performed by a servant under his control and by his flirection. That the corporation is also liable does not exonerate him. Peck v. Cooper, 112 111. 194. (Jmnibus company incorporated. President order- ing the drivers to exclude colored persons and one such ejected and injured. President is in- dividually liable. Id. Retaining a servant in the employ after knowl- edge brought home to the otHce or agent of a corporation of his misconduct, resulting' in injury to another, or failing to discharge him for negli- gence, is evidence as to the animus of those con- trolling the company. Id. In action against a corporate officer, for injury done by a servant, under his direction, the only injury, as to his interest, is whether he had con- trol of the management of the company. How much stock he holds is immaterial, ici. Notice to an agent of a corporation on whom a duty is imposed, of matters falling within the line of his duty. Is notice to the corporation. Sang. C. M. Co. v. Wiggerhaus, 122 111. 281; s. c, 13 N. E. Rep. 648. An agent's declarations are evidence agalnsta company only when they are res gestae of some act done within the scope of his autTiority. Clti. G. & H. Co. V. M'Nally, 15 111. App. ISI. ILLIXOIS. 21 Officers and agents — R. S., cb. xxxii, § 6. Corporation as garnishee, before a justice of the peace, may appear by agent. Cornell v. Payne, 115 111. Go; s. c, 3 X. E. Kep. 718. The remedy against one for falsely assuming to act as agent of a corporation is an action on the case and not on the contract made by him. Hancock v. Yunker, S3 111. 209. AVhen an officer of a corporation seeks to recover for salary, he must show his right of recovery by proving that he was an officer de jure. It is not enough that he show that he was such officer de facto. 'Waterman v. R. R. Co., 34 111. App. 270. Director may invest president with authority to bind corporation by deed or lease, either by express resolution or by an acquiescence in his assumption of authority, in that respect, which would justify persons who deal with him in the inference that he had such authority in fact. So, if the act is one Incident to the execution of the trust imposed on his office he may perform it without express authority. Koch v. Build. Assn., 35 111. App. 468. In the absence of statutory prohfbition it Is not unlawful for officers of a corporation to con- tract debts in excess of its capital stock. Woolver- ton V. Taylor, 132 111. 206; s. c, 23 N. E. Rep. 1007. Acts done by president, pertaining to business of corporation, will be presumed to" be lawfully done, unless shown to bo unauthorized. Glover v. Wells, 40 111. App. 354; Glover v. Lee. 140 111. 102; s. c. 29 X. E. Kep. 6S0; Hotel Co. v. I. M. E. .Co., 140 111. 248; s. c, 29 X. E. Rep. 1044. Only, how- ever, in absence of statute or by-law touching subject-matter of the particular act done. Koch V. Build. Assn., supra. President has not, merely as such, authority to execute deeds, mortgages or leases. He is merely the presiding officer at meetings of directors. Id. So, he ma.v not transfer all the property of cor- poration, in payment of its principal creditor, without authoritv of directors. Ragland v. M'Fall. 137 111. 91: s. c, 27 X. E. Rep. 7.5. But stockholders may, by remaining silent, be estopped from repudiating such transfer. Id. Corporation will not be heard to deny authority of its managing officer when it has deceived the public as to his authority. M'Donald v. Chisholm, 131 111. 2.S2: s. c. 23 X. E. Rep. 596. • Delegation of power to officers, construction of. Bank v. Burch, 40 111. App. 512; see, also, Matson V. Alley. 41 id. 73. If corporation adopts resolution authorizing presi- dent and secretary to execute a deed or mortgage, presumption is that secretary records, or otherwise preserves, such resolution. Bank v. Schott, 135 111. 667. Sale of property by president, though invalid, may be ratified by directors. Beach v. Miller, 130 111. 174; s. c. 22 X. E. Rep. 464. Declarations of president, though wifhin scope of his authority, not admissible against director or stockholder not present when made. Bank v. Schott. supra. When such declarations are bind- ing. R. R. Co. V. Ashling, 34 111. App. 109. Corporation made liable for false representation of officers. Schubart v. Gas Co., 41 111. App. 18S. President cannot bind corporation by giving its note to pay his own debt. Kelly v. Post. 37 111. App. 397. Xor by giving its check. Malt, etc., Co. v. Stern, 37 III. App. 588. A corporation being an artificial body can act only through agents. Schultz v. Plankington Bk., 40 111. App. 470; Ins. Co. v. Kennedy, 57 id. 136. Ergo, affidavit setting forth a contract entered into with a corporation must set forth the agent with whom it was made and the special facts at- tending the making thereof. Id. A corporation can be punished for contempt only through its officers, or those acting in aid of it. Sercomb v. Catlin, 128 111. 564; s. c, 21 N. E. Rep. 606. The acts or non-actions of its servants, within the scope of their dutv, are the corporation's acts or omissions. R. R. Co. v. Hines, 132 111. 168; s. c. 23 X. E. Rep. 1021. Corporntion not liable for libel written by an agent, when. Ins. Co. v. Paul, 37 111. App. 442. The fact that a note is signed by the makers with the addition of " Pres." and " Sec." does not limit their liability or make their signatures those of agents of a disclosed principal; there being nothing to indicate an indebtedness or promise of auj- corporation. Williams v. Miami P. Co., 36 111. App. 114. Foreign insurance company doing business in this State will be bound by acts of its president and general agent. Ins. Co. v. White, 106 111. 67. The right of one stockholder that all agents of the corporation shall act wholly in the interest of the corporation is as great as that of all the stockholders. Rigdon v. Walcott, 43 ill. App. 352. Power of president to execute judgment notes. Buggy Co. V. Litchfield, etc., Co., 55 ill. App. 98. Xotice to director or president is notice to the corporation. Bartlett v. Bank, 57 111. App. 425. Duty of a corporation in employing agents is merely to take ordinary care, and appoint for work such agents as are competent and likely to do it properly. Mining Co. v. Dieienthaler, 48 111. App. 616. Promissory notes may be executed by president and secretary, when done in good faith, to secure lawful indebtedness of corporation. Matson v. Al- ley, 141 111. 2S4: s. c, 31 X. E. Rep. 419. Powers conferred by stockholders on president and secretary cannot be exercised by one of them only, and if one of them is disqualified neither of them can act. Cab Co. v. Yerkes, 141 111. 320; s. c, 30 X. E. Rep. 667. Proof of publication of a notice may be made by agent of corporation. Maass v. Hess, 140 111. 576; s. c. 29 X. E. Rep. 887. Corporation must necessarily act by or through n gents. Whom to be regarded as such, and when corporation is chargeable with negligence. Pressed Brick Co. v. Sobkowiak, 148 111. 573; s. c, 36 X. E. Rep. 572; L. S. & M. S. Ry. Co. v. B. & O. R. R. Co.. 149 111. 272; s. c, 37 X. E. Rep. 91. Admissions of president are admissions of cor- poration, when. Id. Xotice to managing officer or agent of the cor- poration may usually be regarded as notice to the corporation itself. Koch v. Roth, 150 111. 212; s. c, 37 X. E. Rep. 317. Xotice given by a corporation, claiming a me- chanic's lien, by its attorney, not under the cor- porate seal. Lumber Co. v. Fullenwider, 150 111. 629; s. c, 37 X. E. Rep. 899. Power given officers to borrow money and pur- I chase stock and material should be strictly con- I strued. Paper Co. v. Robbins, 151 111. 588; s. c, 38 X. E. Rep. 153. When an officer purchasing securuies of the ' corporation at a discount will not be held to en- I force them for their face value. Iliggins v. ' Lansingh, 154 111. 301; s. c, 40 X. E. Rep. 362. Xote and mortgage by a corporation to its presi- 1 dent, to secure a sum advanced to him in payment , of stock subscription of another stociiholder, are , invalid. Hodson v. Glass Co., 156 111. 397; s. c, I 40 X. E. Rep. 971. : The president of a publishing corporation is j its agent, and a proper person to make the cer- tificate of the publication of the delinquent list 1 b.v such corporation, within meaning of section 186 of the Revenue Act. Hertig v. People, 159 111. 237; s. c, 42 X. E. Rep. 879. Fact that president of a corporation received, as a part consideration for sale of its property, a r.ote, the proceeds of which, when paid, he used to pay debt of the corporation upon which he was personally liable, is not such an appropriation of its funds as amounts to a fraud upon other credi- tors. Parsons v. Hatton, 58 111. App. 272. Vice-president of corporation may act as its agent, and if he is by it recognized and treated or held out to the world, his acts, within the scope of the authority given to him, are as bind- ing as those of any other agent. Union Assn. v. Geer, 64 111. App. 648. Information given to president of a bank for purpose of transmission made through his bank, will be regarded as information transmitted to bank, whether president in fact does so or not. Bartlett v. Bank, 57 111. App. 425. Persons deal with agents of a corporation at their peril, when. Bricklavers v. Fitzgerald, 59 III. App. 362. 22 ILLINOIS. Officers aud agents; subscriptions — R. S., ch. xxxii, § 7. tions the Biioh otficers as af,'euts oi luc tuipi/i"...".... ■••-- not ai.plv to secun. the payment of an existing ,l"bt IhJo" and unpaid. Asliley v. Illinois. 60 111. '^Neco'f^'tv of bu.<;incss required that public deal- ing with officers of corporation in t'ood taith on strenKth of apparent power, should be protfCtod acainst such claims as merely alleet the re-ularity of callinf,' of meetings of board of directors. I.K \ corporation can only act by Its agents, the nets of whom, within the scope of their apparent nuthoritv. are acts of the corporation. U. K. Co. V Carter, l!2 111. App. 018. A contract of guarantee made by an executive officer of the corporation, in the absence of ex- press authority of board of directors, does not bind the corporation. Dobson v. Moore, 62 111. App. The general solicitor of a corporation is not presumed to have authority to make agreements for it, save in matters belonging to his depart- i ment. Rv. Co. v. Chicago, 62 111. App. 502. A notice properly served upon an agent who 1 Is a manager of a corporation is notice to the i corporation. Lyon v. Crew, 63 111. App. 329. , Strangers to a corporation dealing in good faith with its officers may rely on their acts as legally authorized. Ashley "Wire Co. v. Illinois Steel Co., 45 N. E. Rep. 410. Directors cannot vote a large bonus in addition to a salary to one of their number as president, when he takes part in the proceedings. McNulta V. Bank. 45 N. K. Rep. !).54. A guarantee of a third person's note by a manager of a corporation without special authority is invalid. Dobson v. Moore, 45 N. E. Rep. 243. A note of a corporation payable to " B., presi- dent," is payable to B. individually. Hately v. rike, 44 N. E. Rep. 441.] [By-la-CT-s. Corporation may make such by- laws as are consistent with its charter. Chandler v. R. R. Co., IS 111. 190. But not such as will impair contracts. 111., etc.. Col. v. Cooper, 25 111. 148. They will be binding if adopted by all parties in interest. People v. Mfg. Co., 82 111. 457. A stranger contracting with a corporation is not bound to take notice of its by-laws. Bath Co. V. Fan Co., 50 111. App. 681; "Wait v. Smith, 92 111. 385. The by-laws of every corporation must provide for the "calling of meetings of directors. Stobo v. Prov. Co., 54 111. App. 440. Bv-laws which are in restraint or trade are illegal in the sense that the courts will not enforce them. Comm. v. Stock Exchange, 148 111. 210; S. c. .^2 N. E. Rep. 274. Power of a corporation to make by-laws. Dur- kee v. I'eople, 53 111. App. 396. By-law giving holders of bonds the right to vote for directors is unconstitutional and void. Id. Stockholders are jiresumed to have knowledge of the by-laws. Mandel v. L. & C. Co., 51 App. 204. Unreasonable provisions in by-laws, result of. Id. A by-law authorizing holders of railroad bonds to vote at stockholders' meetings is void. Durkee V. Askren. 1.55 111. 354; s. c, 40 N. E. Rep. 626; 53 111. App. 396. Where it is stipulated by the certificate of stock that the by-laws of an association shall be a part of the contract between the association and the stockholders the latter will be bouna by the by- laws and will not be permitted to question the legitimate exercise of the powers conferred thereby upon the association. Pioneer Co. v. Brockett. 58 111. App. 204. A person in becoming a member of a corpora- tion, agreeing to be bound by its laws, does not agree to submit to acts violative to tiie rules bv which he and all other corporators are bound. Nelson V. Board, 58 111. App. 41I0. By-law attempting to limit the future action of the" stockholders in reference to the increase of stock, and the right to sell or transfer it, is void. McXulta V. Bank. 45 N. E. Rep. 954. By-law authorizing the manager of a corpora- tion to sign notes and checks held not to authorize a guarantee of a third person's note. Dobson v. Moore, 45 N. E. Rep. 243. By-laws requiring written notice of special meet- ings shall be held in a specified place, considered. Ashley Wire Co. v. Illinois Steel Co., 45 N. E. Rep. 410.] § 7. Tlie shares of stock shall l>e not less than ten nor more tlmn one hundred dol- lars each, and shall lie deemed personal pioperty, and transferable as such in the manner provided by the by-laws, and sub- scriptions therefor shall be made payable to the eoriioration. and shall be payable in such installments and at sucli time or times as shall be determined by the directors or managers, and an action may be maintained in the name of the corporation to I'ecover any installment which sliall remain duo and unpaid for the period of twenty days after jiersonal demand therefor, or, in cases where personal demand is not made, within tliirty days after a. written or printed de- mand has been deposited in the post-oihce, properly addressed to the post-office address of the stockholder. The directors may. by by-law, prescribe other penalties for a fail- ure to pay tlie installments that may from time to time become due, but no penalty working a forfeiture of stock, or of the amounts paid thereon, shall be declared as against any estate before distribution shall have been made, or against any stock- holder before demand shall have been made for the amount due thereon, either in per- son or by a written or printed notice, duly mailed to the proper address of such stock- holder at least thirty days prior to the time when such forfeiture is to take effect: Pro- vided, That proceeds of said sale over and above the amount due on said shares shall be paid to the delinquent stockholder. Transfers of stock. § 8, post. Assessments, etc § 15, post. Suit against stockholders. § 25, post. Incre'ase or decrease of capital stock. § 50, post. Fraudulent transfers of stock. Ch. 38, § 119. [Stock issued in violation of law is void. I'eople V. Mfg. Co., 82 III. 457. Also, stock issued to person paying nothing. 99 111. 222. Subscription to stock not invalidated, if the party subscribing does not pay, ana is a com- missioner. Ryder v. R. R. Co., 13 111. 516. Payment of subscriptions to stock made before organization will be enforced, if organization is afterward perfected. Cross v. Mill Co., 17 111. .54; R. R. Co. v. McXeelv, 21 id. 71; Goodrich v. Reynolds ct al., 31 id. 491. Ortificate of stock need not be given to enable the company to recover a subscription. (Chandler v. R. R. Co., IS 111. 190; R. R. Co. v. Elting, 17 id. 429: Sprague v. B. R. Co.. 19 id. 174; R. E. Co. v. Zimmer, 20 id. 654; Rice v. U. R. Co., 21 id. 95; R. R. Co. v. Earp, 21 id. 291; R. R. Co. v. Beers, 27 id. 185. Corporation cannot be enjoined from collecting installments on subscriptions because the money may be expended in extending the road, unless stipulated. Dill v. R. Ii; Co., 21 111. 91. Where unity of interest is destroyed, subscribers to the stock will be released. Supervisors v. R. R. Co., 21 111. 338. Company under no obligation to make a demand. Goodrich v. Reynolds et al., 31 111. 491. ILLI^^OIS. 23 Subscriptions — R. S., ch. xxxii, § 7. Airreonieiit that a subscribor should not pay his subscription, until all the stock was subscribed, is fraud. Foy v. IJlackstone, 31 111. 53U. Subscriber for stock cannot rescind his contract. Klein v. It. R. Co., 13 111. 51.5. Subscriptions to stock of railroad, to be paid when the sum of .?5.000 was raised is a condi- tional contract. Chase v. R. R. Co.. 38 111. 215. Certificate of stock not necessary to constitute one a stockholder, under section u of the Act of 1857 Corwith v. Culver, 60 111. 502. Is.^uo of new certificate of stock to a purchaser: company estopped to deny the stock is yalid. Hall y. U. R. Co., 70 111. G73. Suit to recover for a subscription to corporate stock; the existence of the corporation and its capacity — lawfully — to issue stock are conditions precedent to the ripht to recover. Hudson v. G. H. Semiii., 113 111. 620. Subscriptions to corporate bonds on condition that a specified number be subscribed for cannot be enforced before condition performed. R. R. Co. v. Eunor. 116 111. 50; s. c, 4 N. E. Rep. 762. Words heading a sul)scription paper, " assess- ments not to exceed .?10 a share," cannot qualify an express promise to pav in the body of the con- tract. Tel. Co. y. Gray, 122 111. 634; s. c, 14 X. E. Rep. 214. Agreement that payment of stock shall not be enforced, but made up by dividends — if lawful — cannot be set up to defeat a note given for the stock thereafter, promising unqualifiedly to pay. M'Dowell y. Chicago Steer Co., 124 111. 494; s. c, 16 X. E. Rep. 854. Secret agreement that a subscriber to stock shall pay out a part of his subscription is void; he is bound for the whole amount. R. R. Co. y. Ennor, 116 111. 59; s. c. 4 X. E. Rep. 762. Equity will relieve against a judgment on sub- scription for bonds and stock wiiich plaintiff can- not deliver to the extent of the value of the bonds, etc.. when the company put it out of its power to deliver. Id. Where notes secured by mortgage on real estate are accepted in payment for shares subscribed, this will constitute a good consideration. Ins. Co. V. Osgood, 93 111. 69. Verbal agreement to take stock in payment of a note given is inadmissible in evidence in action on the note. Mosher t. Rogers, 117 111. 449; s. c, 5 X. E. Rep. 5fl.ne^n ^^^ 1. {•<•; s. c, li >• '^': "^» ., nature of a con- Subscriptlou to sto|;K •- »\^th. nat^^^^^ ^^^ tlnulnj; '>"'-' 'Zl\fZVbocom\us incorporated, ac- whcn corporation, afur mcu r, ^ ^,^ _ j^q cepts the oner Hote^i \u., WU. Acceptance of of otber stocRUOKjc.., -'^-^^ j^-. 6«7. Werkes. 141 111. ^- ' . s. J- -^^ ., corporation The purchase «^ '^.^ °;\." ertv even though done Sf,;S'5°epa°';,' »n'.he"'S-iS?pre o? oon.,.y, but "conditional subscription *«, ^^P^^lhS"" isl'm: fhoW cancellation of stock subscription. Id 'court, through receiver, ba« bo more powei to ^^^^V^^^Z^^^t'^o ^^'^^ ^en "^E^xcesslVe Issue of stock not a fraud on the com- panv itself. Higgins v. Lansingh, 154 111. rfOi, B r 40 N E. Rep. 362. . , . Wiien holders of preferred stock cannot claim to be exclusive stockholders. Id. ,.„. . <.,^.,- Assessment of stock creating an equitable title, inav be made bv moans of scrip certihcates. Id. Relation of stobkholders to corporation. Scln-ader V. Heinzclman, 51 111. App. 32; Tel. Co. v. Barker, ^^siatu1?"of stockholder after forfeiture of his stock. Mandel t. L. & C. Co., 51 111. App. 204 Subscription to capital stock cannot be canceled because subscriber, through ignorance of la^\ , acted under mistaken idea that she was purchas- ing stock of a corporation already organized, in- stead of participating in the organization of a new corporation. -WiHiams v. Electric Co., IbO 111. 526; s. c, 43 N. E. Rep. 595. In absence of agreement as to manner of pay- ment for capital ^stock, other than mere act of subscription, a money payment may be enforced; but, bv special contriict, labor, properly or other valuable consideration may be taken as such pay- ment. Farwell v. Tel. Co., 161 111. 522; s c>r, 44 N E Hop. «•!. I'.ut the valuation of such prop- erty or labor must be made in good faith. Id. The board of directors of a corporation have no power to release a subscriber to the capital stock without full payment of his subscription. Stone V. Coal Co.. 59 111. App. 536. A corporation cancelling a stock certificate, and Issuing another to an assignee under a forged assignment, will be required to reissue a certifi- cate to the original owner. Chicago Edison Co. V. Fav, 45 N. E. Rep. 534. Where a corporation canceled a certificate of stock and Issued another under a forged assign- ment, the assignee is not a necessary party to a suit by the owner to compel the issuance of an- other "certificate. Id.] § 8. Every assignment or transfer of stocks on which there remains any portion nnpaid sliall be recorded in the office of the recorder of deeds of tiie comity within Avhicli the principal oliice is located, and eacli stockholder sliall be liable for the debts of tlie corporation to tlie extent of the amonnt that may bo nnpaid upon the stock lield by him, to be collected in the manner herein provided. No assi-rnor of stocks sliall bo released from any sucli indebtedness by reason of any assignment of his stock, but shall remain liable therefor, jointly with the assignee, until the said stock be fully paid. AVhenever any action is brought to recover any indebtedness against the corporation, it shall be competent to proceed against any one or more stockholdm-s at the same time, to the extent of the balance unpaid by such stockholders upon the stoclv owned by them, respectively, whether called in or not, as in cases of garnishment. Every assignee or transferee of stock shall be liable to the company for tlie amount unpaid thereon, to the extent and in the .same manner as if ho had been the original subscriber. See § 7, ante, and cross-references. Suit against stockholders. § 25, post. Sale of stock on execu- tion. Ch. 77, §§ 52 et seq. Executor holding stock, liability of. § 23, post. Fraudulent transfer of stock. Ch. 38, §§ 119 et seq. [Corporation may purchase its own stock unless prohibited by its charter. Chetlain v. Ins. Co., 86 111. 220; Ward v. Farwell, 97 id. 593; Bank v. Gridley, 91 id. 457; Fraser v. Ritchie, 8 111. App. 554; Clapp v. Peterson, 104 111. 26; Ins. Co. v. Swigert, 135 id. 162; s. c, 25 N. E. Rep. 680. And may hold, reissue or retire the same. Id. But not where it ■\vill injure a creditor. Bk. v. Burch, 40 111. App. 513. Corporation liable in case for refusing to trans- fer shares of its capital stock. Ins. Co. v. Osgood, 93 111. 69; Ins. Co. v. Mfg. Co., 97 id; 537. Assignment or transfer of stock when not en- tered on the books of the company passes equi- table title only. Otis v. Gardner, 105 ill. 436. As- signor can have no relief against equitable trans- fer of stock. Id. Transfers do not affect character as an original subscriber. Ramsey v. Ins. Co., 55 111. 311. A corporation cannot become a stockholder in an- other corporation unless by power specifically granted by its charter or necessarily implied in it. People V. Chicago G. T. Co., 130 111. 2S4; s. c, 22 N. E. Rep. 798. And on this point the General Incorporation Act is silent. Id. Stockholders are not partners. Baker v. Backus, 32 111. 82. Under the Act of 1857, relating to private cor- porations, stockholders are primarily liable to creditors. Culver v. Bank, 64 111. 528; Steel v. Dunne. 65 id. 298. Amendment of charter, as affecting liability of stockholders. Dows v. Naper. 91 111. 44. Depreciation of stock no excuse for not paying subscription. People v. Barnett, 91 111. 422. Where niismanngeinent of affairs of corporation will not release stockholder. Chetlain v. Ins. i^o., 86 111. 220. And the fact that an insurance company has purchased an expensive building and stock of an- other is no defense to the subscription. Id. Where a charter provides that " each stock- holder shall be liable to double the amount of stock," each stockholder will be severally and in- dividiiallv liable. McCarthy v. Lavasche, 89 111. 270; Hull v. P.urtis, 90 id. 213. Stockholders in insurance companies liable for the debts of their company, to the full amount ILLINOIS. 25 Unpaid subscriptions, liability — R. S., ch. xxxii, § 8. of their respective shares. Butler v. Walker, 80 111. 345: Kipp V. Bell, 86 id. 577; Tibballs v. Llbby, 87 id. 142. For various points as to subscription to the capit.il stocli of insurance companies and the lia- bilitv of stockholders, see Melvin v. ins. Co., 80 111. 44G. A special partnership, with agreeraent that it be treated as a corporation; purchaser acquired only equitable title to the stock in tlie company to be formed. Land Co. v. Aldrich, 86 111. 504. A court of equity will require assiRuee of stock to pay or indemnify. Kellogg v. Stockwell, 65 111. 08. Corporation could not make release of subscrip- tion to the injury of its creditors. Zirkel v. Opera House Co., 79 111. 334. Sut)scriber to stock is solely a debtor to the cor- poration; he sustains no relation of trust toward its creditors. Turner v. Ala. M. & M. Co., 25 111. App. 144. All subscriptions to capital stock are entitled to the same benefit and sulijoct to ilie same burdens. Ailing v. Wenzell, 27 111. App. 511. Unpaid subscriptions are a trust fund for the payment of corporate debts; the corporation is the trustee. Patterson v. Lynde, lli: 111. 205. Acceptance by a corporation of property at an Imaginary value, in payment for one-third of its stock, does not enable the holders thereof to cast the entire burden of debt on subsequent sub- scribers not cognizant of the transaction. Ailing v. Wenzell, supra. No right of stockholders to limit their liability to creditors. Ins. Co. v. Mfg. Co., 97 111. 537. Changing conditions as to liability by subsequent legislation, see Weidenger v. Spruance, lOl 111. 278. One stockholder may have contribution from the others by proceedings in equity. Meisser v. Thompson, 9 111. App. 368. The general assembly has power to fix the mode as to liability of stock- holders. Diversey v. Smith, 103 111. 378. Charter providing for the individual liability of stockholders, for an amount equal to the amount of stock lield by them respectively " whenever default shall be made," etc., the liability is coeval with that of tlie corporation and stockholders are bound as partners. Fleischer v. Remtchler, 17 111. App. 404. Stockholders " held individually responsible for an amount equal to the amount of stock held by them respectively," etc., are liable as partners to creditors. Schalucky v. Field, 124 111. 619; s. c, 16 N. K. Rep. 904. In such case, when a debt is created, the stock- holders' liability attaches, and they are primarilv liable to the amount of stock then held. Id. Stockholder made individually liable for debts occupies the same relation to creditors, as to stat- utory limitations, as does the corporation. Id. The stockholders' liability, under statute of 1857, for the formation of manufacturing, etc., corpora- tions, is to the corporate creditors as a class and not to the individual creditor; the remedy to en- force the liability is in equity. Rounds v. M'Cor- mick. 114 111. 252; s. c, 29 N. E. Rep. 684. Creditor seeking merely to reach indebtedness for stock need only bring in the company and the stockholder indebted. Turner v. Ala. M. & M. Co., 25 111. App. 144. Creditors, in a proper case, have not to await the winding up of an insolvent corporation, but may proceed to subject unpaid subscriptions to stock to payment of their claims; but judgment in a State court and execution returned nulla bona Is a pre-requisite. Patterson v. Lynde, 112 111. 204. Corporation insolvent, judgment creditor is sub- rogated to the place of debtor corporation and proceeding to subject unpaid subscriptions to stock to payment of the debt is in the nature of an equitable attachment. Id. And if it be a foreign corporation such unpaid subscriptions can be col- lected wherever the stockholders may reside. Id. Capital stock of a moneyed corporation is a trust fund for its shareholders and creditors. Bouton V. Dement, 123 111. 145; s. c, 14 N. E. Rep. 62. Agreement to sell a certain number of corporate shares at a price certain, if taken on or before 24 a day fixed. In futuro, Is a prohibited contract. Sneider v. Turner, 27 111. App. 220. Shares of stock are not subject to attachment. Rhea v. Powell, 24 III. App. 77. But are subject to execution and levy. See ch. 77. Payment to a stockholder, by a corporation, for advances or loans made by him to it, with in- terest thereon, by the transfer of notes and ac- counts is but a preference of one over other creditors and not in fraud of them. Bouton v. Smith, 113 111. 488. Payment by an insolvent corporation, to a stock- holder of a demand, not a legally subsisting debt enforcible by suit, is fraudulent as to its bona fide creditors. Id. Creditors have priority of payment over stock- holders. St. L., etc., v. Sandoval, etc., Co., 116 111. 172; s. c, 5 N. E. Rep. 370. In action, by an assignee of stock, to compel a transfer on the corporate books the aeath of the original holder of the certificates does not render the assignee incompetent as a witness. Firemen's Ins. Co. V. Peck, 27 111. App. 91. Sale of all partnership assets to a corporation, composed of the partners and others, for shares of stock to be issued to the partners in a certain proportion, not fully consummated before the death of one partner; stock issued to deceased is not firm assets, which a firm creditor can have ap- plied to his claim, to the exclusion of individual creditors. Singer v. Carpenter, 125 111. 119; s. c, 17 N. E. Rep. 761. Fraud and deceit in the sale of shares of cor- poration stock by tlie company's president, to recover, the representations must be proved, also, that the party was the authorized agent of the company, that an ordinarily prudent man would rely on them and that plaintiff did so rely. Hutch. F. & S. C. Co. v. Lyford, 123 111. 300; s. c, 13 N. E. Rep. 844. Release of a stockholder's liability for stock and surrender of his note given therefor, for the worthless obligation of an irresponsible person, to the prejudice of creditors, is not to be tolerated. Bouten v. Dement, 123 111. 145; s. c, 14 N. B. Rep. 62. One who, being a stockholder in an insolvent corporation, is instrumental in organizing a new company, and induces it to purchase the property of the prior company and to expend much money in developing its resources is estoppea to assert an interest as stockholder in the old compan;^ against the new corporation. St. L., etc., Co. v, Sandoval, etc., Co., 116 111. 172; s. c, 5 N. E. Rep. 370. Stockholder Is not liable on subscription to stock, until the whole amount of stock is subscribed, if the amount of capital stock is fixed. Temple v. Lemon, 112 111. 54. A gift to a wife, of bank stock, fraudulent as to creditors. The stock held by an innocent Dur- chaser without notice; it cannot be decreed to be surrendered; a personal judgment against the wife, with interest from decree, is proper. Eads v. Mason, 16 Hi. App. 545. Stock pledged to secure a loan; pledgee acquires title thereto only by sale, for non-payment, con- ducted as by law required in the case of person- altv pledged. Travers v. Leopold, 124 111. 432; s. c, 16 N. E. Rep. 902. Stockholders' delay of eleven and one-half years in bringing suit to cancel bonds wrongfully de- livered for other than corporate purposes and to set aside a trust deed securing them will not bar relief where no attempt has been made to enforce pavment. Chicago v. Cameron, 120 HI. 451; s. c, 11 "N. E. Rep. 899. Action for damages for causing the death of plaintiff's intestate; a stockholder of the defendant corporation is not .1 competent witness as to events occurring prior to the death. Consol. I. 31. Co. V. Klefer, 26 111. App. 466. Action by assignee of stock based on a refusal to transfer the shares on the corporate books. Plaintiff is a competent witness for himself, al- though his assignor be dead. Ins. Co. v. Peck, 126 HI. 494; s. c, 18 N. E. Rep. 752. Parol evidence is admissible to show that a transfer of stock, absolute in form, was but a 26 ILLINOIS. Existence continued; corporate name, etc. — R. S., eh. xxxii, §§ 9-12. pledge. Travers v. Leopold, 124 111. 432; s. c, IG N. E. nen. 002. A subscription to stock made with nothing done under it is revocable, with the consent of both Earties before the corporation commences to do usiuess and before any interest of third persons to be nffecttd bv such revocation attaches. Ailing V. Wenz.'ll. 35 111. App. 247. In such case, persons surrendering their stock are not assi^rnors to those persons who, afterward, buv the stuck from the corporation, and, there- fore, not jointly liable with such purchasers. Id. Assignment. A stockholder, to secure a cred- itor, assigned his certificate thereof by a separate writing, not indorsing the certificate or transfer- ring it on the corporate books, but retaining Its possession. A creditor's bill having been filed, the recei\ er thereunder seized the certificate. The assignment passed no title as against the creditors. Atkinson v. Poster, 134 111. 475; s. c, 25 N. E. Rep. 528. A pledgee is entitled to collect a cash dividend on stock and to hold it as he does the stock itself. Fairbanks v. Merch. Nat. Bk., 132 111. 129; 6. c, 22 N. E. Rep. 524; s. c, 30 111. App. 36. In such case, if he omits to obtain a transfer upon the books of the corporation, the corporation is justified in paying the dividends to pledgor; the latter is, however, a trustee of the pledgee therefor and must account to him. Id. The same rule applies to the issue of new stock at less than its value, when such stock is issued as a privilege to then existing stockholders. Id. A pledge of corporate stock to secure the pay- ment of money will not entitle pledgee to receive any dividends on such stock prior to the pledge. Id. To create the joint liability imposed by this statute the person sought to be charged jointly with the stockholder must have been the assignor of the stock. A return of stock to the corporation and its repurchase as paid-up stock does not create a joint liability of the corporation and stockholder who surrenders his stock. Ailing v. Wenzel, supra. Rule that assignments cannot be made until entire stock has been subscribed, not practicable, when. Mandel v. L. & C. Co., 51 111. App. 204.] § 9. The general assembly shall, at all times, have power to proscribe such regu- lations and provisions as it may deem ad- visable, which regulations and provisions shall be binding on any and all corpora- tions formed under the provisions of this act: And, provided, further, That this act shall not be held to revive or extend any private charter or law heretofore granted or passed concerning any coriM>ration. See Const., art. II, § 14. [Charter of a private corporation is a contract with which the legislature cannot interfere. Bruf- fett V. R. R. Co., 25 111. 353; Neustadt v. R. R. Co., 31 id. 484. The charter can only be judicially forfeited for non-user. Id. Private corporations are subject to legislative control. Ward v. Farwell, 97 111. 593. An acceptance of an amendment to the charter, under any general law, makes it subject to the power of the legislature. Gulliver v. ftoelle, 100 111. 141. A corporation is subject to the laws ot the State, and acts of incorporation are subordinate to gen- eral police regulation. R. R. Co. v. McClelland, 25 111. 140: Cone. C. Assn. v. R. R. Co., 121 id. 203; s. c, 12 N. E. Rep. 536. Debts incurred by a corporation cannot be re- leased or transferred bv legislative enactment. Bruffett V. R. R. Co., 25 111. 353. A private corporation may lose its franchises by misuser or non-user, and they may be resumed by the government under Information in the nature of quo warranto, but not by mere legislative en- actment. Board, etc.. v. Bakewell, 122 111. 340; 8. c, 10 N. B. Rep. 378. The general assembly has power to fix the mode as to liability of stockholders. Dlversey v. Smith, 103 111. 378. Changing the conditions as to lia- bility for debts of corporation by subsequent legis- lation, see Weidenger v. Spruance, 101 111, 278. If with the knowledge and consent of the officers of a board of trade, its private statistics, etc., by the manner of their use have become affected with a public interest, then such reports are sub- ject to such legislative and judicial control as will prevent injury to the public use. Stock Exch, V. Bd. of T., 127 III. 1G3: s. c, 19 X. E. Rep. 8.55. If a restriction upon the right of certain cor- porations to contract is held to fall within power reserved in this section, it must, in view of the constitutional provision (§ 1 of art. XI). be construed as reserving the power to prescribe such regulations and provisions as legislature may deem advisable, by general law, applicable to all cor- porations of the same class. Coal Co. v. I'eople, 147 111. 66: s. c, 35 N. E, Rep. 62. The legislature may impose new duties on cor- porations, same as on individuals, in absence of special exemptions. R. R. Co. v. Bloomington, 76 111. 447.] § 10. All corporations organized under this law, whose powers wiiiy have expired by limitation or otherwise, shall continue their corporate capacity during the term of two years, for the purpose, only, of collect- ing the debts due said corporation, and sell- ing and conveying the property and effects thereof. Duration not to exceed ninety-nine years. § 2, ante. Dissolution of corporation. § 49e, post. Same. § 155, post. [Stockholders own the franchise, property and assets of the company remaining after liabilities discharged. St. L., etc., Co. v. Sandoval, etc., Co., 116 111. 172; s. c, 5 N. E. Rep. 370. Above section and section 25, and other provi- sions of statutes, show the settled policy of this State, so far as relates to domestic corporations, to be that upon dissolution they shall be deemed in existence for purpose of settling up their affairs. Life Assn. v. Fassett, 102 111. 315. Same doctrine applies to foreign corporations having property and doing business within this State. Id. Former statutes construed to have same effect with this. Ramsey v. Ins. Co., 55 111. 311.] § 11. Such corporations shall use their respective names for the purpose aforesaid, and shall be capable of prosecuting and de- fending all suits in law or equity. See § 5, subd. 1, ante. Remedies not affected by dissolution. § 12, post. § 12. The dissolution, for any cause what- ever, of any coiiioration created as afore- said, shall not tali^e away or impair any remedy given against such corporation, its stockholders, or officers, for any liabilities incurred previous to its dissolution. See § 5, subd. 1, post, and cross-references. Dis- solution of corporation. §§ 49a-49e, post. Same. §§ 149-156, post. [After dissolution of a corporation a writ of error should be brought by the receiver. Life Assn. v. Fassett, 102 111. 315. After dissolution and receiver appointed, corpora- tion has existence to settle affairs. St. L. Co. v. ILLIXOIS. 27 Principal office; assessments; excessive indebtedness — R. S., ch. xxxii, §§ 13-16. S. C. & M. Co., Ill 111. 39. And plea of nul tiel corporation not applicable in its .suit. Id. After corporation has ceased to exist, equity will talie jurisdiction to wind up its affairs. Pat- terson V. Lynde, 112 111. 205.] § 13. It shall be the duty of the directors or trustees of every f^tock corporatiou to cause to be kept at its principal office or place of business in this State, correct books of accounts of all its business, and every stockholder in such corporation shall have the right at all reasonable times, by himself or by his attorney, to examine the records and books of accounts of the corporation. Records of corporation as evidence. Ch. 51, § 15. [Stockholders are entitled at all reasonable times and in a reasonable manner to inspect the books of the corporation, but if by it denied, such de- nial not ground for appointment of a receiver. Natatorium Co. v. Heissler, 50 111. App. 406. Primary object of this section (13) is to protect the rights of stockholders, and may also be to aid State in exercising its visitorial power, or to enable creditors of stockholders to ascertain the number of shares standing in the names of each, so as to levy execution or attachment thereon. Rolling .^lock Co. v. People, 147 111. 234; s. c, 35 N. E. Kep. 608. Stockholder may, by mandamus, compel cor- poration to comply with law which guarantees to him right to examine its records and books of accounts, and that, too, not in another jurisdiction, but at the principal office of such corporation in this State. Crown Co. v. Thomas, 60 111. App. 234. Corporation may be compelled by mandamus to keep its records and books of accounts in its prin- cipal oflice or place of business in this State. Keeping them in another jurisdiction is a viola- tion of law. Id. Books and records of an incorporated company do not belong to any of its officers and agents as such; they are the property of tne company of which each director is a trustee, and bound to serve equally the interests of all the cestuis que trust. Stone v. Kellogg, 62 111. App. 444; s. c, 46 N. E. Rep. 222. Directors and stockholders have the right to know what the records show. Id. Majority of board of directors cannot exclude minority "from knowledge of what company is do- ing, nor deny access to its files and records. Id.] § 14. A failure to elect directors, trustees, or officers In lieu of trustees on the day named and designated in the by-laws, or on the day for which notice was given for elec- tion, shall not have the effect of dissolving the corporation; but such election may be held at any time after proper notice. Dissolution. § 49a, post. Same. § 149, post. See § 3, ante, and cross-references. [See People v. Wren, 5 111. 269; President, etc., V. Thompson, 20 111. 197.] § 15. All assessments or installments of the stock of any stock corporation shall be levied by the directors in accordance wifh the provisions of the by-laws, but any as- sessment or installment required to be paid shall be levied pro rata upon all the shares of such stock. See § 7, ante, and cross-references. [Liability for calls. Banet v. R. R. Co., 13 111. 504; Stone v. Oil Co., 41 id. 80. A party who pays the installment required by the charter, before the books are closed; held to pay the residue. Klein v. K. R. Co., 13 111. 515. Payments of subscriptions to stock made before the organization of a company will be enforced, if the organization Is afterward perfected. Cross v. Mill Co., 17 111. 54; R. R. Co. v. McXeely, 21 id. 71; Goodrich v. Reynolds et al., 31 id. 491. Where defendant was to pay in certain propor- tions, a call for the whole is not justified. Spang- ler V. Ry. Co., 21 111. 277. Subscriptions not payable until called for in ac- cordance with contract. Ins. Co. v. Moore, 84 111. 575. Subscriptions paid In Installments, within twenty days after call; subscriber entitled to twenty days' notice. Cole v. Opera House Co., 79 111. 96. Subscription to stock providing for payment in Installments, as ordered by directors; cause of action accrues only when an installment is as- sessed and ordered paid. Tel. Co. v. Gray, 122 111. 634; s. c, 14 N. E. Rep. 214. Subscription to stock payable in installments as ordered by directors. The directors failed to make an order as to balances due, but later, in suit by creditors, equity ordered an assessment on the subscription; limitations ran only from the order of court. Id. On bill by a stockholder to wind up a corporation and to assess unpaid stock to pay uebts it is proper for the court, by decree, to reserve the power to assess. Winston v. Dorsett P. «S: P. Co., 27 111. App. 546. The payment of an assessment levied on cor- porate stock, with knowledge of facts which would warrant a rescission of the subscription made therefor, is a waiver of objections to the subscrip- tion and of the right to repudiate it. Tel. Co. v. Bush, 35 111. App. 214. A subscription to corporate stock bears interest after it becomes due. As the installments are called for, such installments bear interest. Fey V. P. Watch Co., 32 111. App. 631. Is a contract of subscription to capital stock of a corporatiou the same as that of the maker of a promissorv note payable on demand? Bennett v. Tel. Co., 53 111. App. 276. Assessment upon capital stock of an insolvent corporation may be made by a court, but such assessment will have no greater effect than as if made by directors. Id. 277; Tel. Co. v. Barker, 56 111. App. 402. Assessment upon stock of an insolvent corpora- tion must be equitable. Bennett v. Tel. Co., supra. The liability of stockholder for calls, though dependent upon the phraseology of the statute, is contractual, and will ordinarily be enforced by the courts of another jurisdiction, unless a wrong would be done to the citizens of such jurisdiction, or the policies of its laws will be contravened or impaired. Mandel v. Land Co., 154 111. 177; s. c, 4U X. E. Rep. 462.] § 16. If the indebtedness of any stock corporation shall exceed the amount of its capital stock, the directors and officers of such coii^oratiou assenting thereto, shall be personally and individually liable for such excess to the creditors of such coi-poration. Dividends of insolvent company, liability. § 19, post. Liability of stockholder. §§ 8, ante, 25, post. False reports, etc., liability. § 21, post. [OflScers of corporation who assent to an in- debtedness in excess of capital stock are made personally liable. Low v. Buchanan, 94 111. resent the stock In his hands at all meetings of any stock corporation, and may vote ac- cordingly as a stockholder, and every pei'- son who shall pledge his stock may, never- theless, represent the same at all meetings, and may vote accordingly as a stockholdei*. See S 3, ante. § 25. If any corporation, or its authorized agents, shall do or refrain from doing any act which shall 6ui)ject it to a forfeiture of its charter or coi-porate [wwers, or shall al- low any execution or decree of any court of record for a payment of money, after de- mand made by the officer, to be returned " no property found," or to remain unsatis- fied for not less than ten days after such demand, or shall dissolve or cease doing business, leaving debts unpaid, suits in equity may be brouglit against all persons who were stockholders at the time, or liable in any way for the debts of the corporation, by joining the corporation in such suit; and each stockholder may be required to pay his pro rata share of such debts or liabili- ties, to the extent of the unpaid portion of his stock, after exhausting the assets of such corporation, and if any stockholder shall not have property enough to satisfy his portion of such debts or liabilities, then the amount shall be divided equally among all tlie remaining solvent stockholders; and courts of equity shall have full power, on good cause shown, to dissolve or close up the business of any corporation, to appoint a receiver therefor who shall have authority, by the name of the receiver of such corpora- tion (giving the name), to sue in all courts, and do all things necessary to closing up its affairs as commanded by the decree of such court. Said receiver shall be in all cases a resident of the State of Illinois, and shall be required to enter into bonds, pay- able to the People of the State of Illinois, for the use of the parties interested, in such penalty and with such securifies as the court may, in the decree or order ap- pointing the same, require. In Wl cases of suits for or against such receiver, or the corporation of which he may be receiver, writs may issue in favor of such receiver or corporation, or against him or it, from the county where the cause of action ac- crued to the sheriff of any county in this State for service. (As amended by act ap- proved May 22, 1877; in force July 1, 1877.) Liability of stockholders. § 8, ante. Remedies not affected. § 12, ante. Service of summons upon receiver. Ch. 110, § 7a. [Under the statute the stockholders are, in ef- fect, made partners, and are jointly and severally liable for an amount equal to their stock. Thomp- son V. Meisser, 108 111. 359; Peck v. Coal Co., 11 111. App. 88. Shareholders are conclusively charged with no- tice of the trust chai'acter which attaches to the capital stock. As to it, they cannot occupy the status of Innocent purchasers. Clapp v. Peterson, 104 111. 26. Effect of provision In the charter as to Indi- vidual liability. Buchanan v. Meisser, 105 111. 638. In an action by a creditor against a stockholder to enforce Individual liability, stockholder can- not plead as a set-off an indebtedness of the cor- poration to himself, as such debt is not that of the party suing. Id. A stockholder who pays the amount of his In- dividual liability thereby acquires an equitable right against his co-stockholders for contribution. Id. A partnership firm, as a creditor of a corpora- tion, cannot maintain an action at law against one of such firm to enforce his individual liability as a stockholder to the creditors of the corpora- tion, since lie cannot be both a plaintiff and de- fendant. Id. Remedy of creditors of corporations against stockholders, since the act of 1872, is in equity. Richardson v. Akin, 87 111. 138. As to liability of stockholders for the debts of a corporation, see Harper v. Mfg. Co., 100 111. 225. ILLINOIS. 31 Enforcement of liability of stockholders — R. S., ch. xxxii, § 25. When under general law, the party subscribing will incur the liability imposed by the general law. Tibballs v. Libby, 87 111. 142. To render stockholder liable under the statute to the extent of his unpaid stock, proceedings must be instituted against him, at the same time that action is begun against the corporation. Peck V. Coal Co., 3 111. App. G19; but see Coalfield Co. V. Peck, 98 Id. 139; Arenz v. Weir, 89 id. 25; see Hull v. Burtis, 90 id. 213. Liability to creditors of a bank; when suit may be brought. Fuller v. Ledden, 87 111. 310; Win- cock V. Turpin, 96 id. 135; see, also, McCarthy V. Lavasche, 89 id. 270; Dows v. Naper, 91 id. 44. Stockholders not liable, until an execution shall be returned unsatisfied. Cutright v. Stanford, 81 III. 240. A creditor of a national bank may proceed against the party In whom the legal title to the stock is vested. Wheelock v. Kost, 77 111. 296; Bromley v. Goodwin, 95 111. 118. Subscribers are not liable until the whole capi- tal stock is subscribed. Temple v. Lemon, 111 111. Creditors may proceed to subject the unpaid subscriptions to the payment of their claims. Patterson v. Lynde, 112 111. 205. Directors cannot make stockholders liable. Peck V. Coal Co., 11 111. App. 88. Defense as to payment of stock. Washburn v. Roesch. 13 III. App. 268. Proof of liability of corporation is necessary to hold a stockholder liable. Chesnut v. Pennell, 92 111. 55. Stockholders not liable for torts of corporation. Peck V. Cooper, 8 111. App. 403. Stockholders cannot occupy the status of inno- cent purchasers. Peterson v. I. L. & L. Co., 6 111. App. 257. Priority of right of creditors not acquired merely by the institution of suit. Chicago v. Hall, 103 111. .S42. Capital stock a fund for payment of creditors; equity would enforce the claims of. Clarkson v. Dispatch, 6 111. App. 284. Under the General Incorporation Law a stock- holder, by garnishment, may be made to pay a balance unpaid on stock whether such stock be called in or not. Robertson v. Noenmger, 20 111. App. 227. An amount for which stockholders are liable Is a fund from which to pay costs to a receiver; aliter as to the complainant's solicitor. Ailing v. Wenzell, 27 HI. App. 511. An agreement, operating between stockholders only, to apportion their stock liabilities is neither contrary to law or public policy. Winston v. Dorsett P. & P. Co.. 27 111. App. 546. Equity may take jurisdiction to enforce the lia- bility of stockholders, at the suit of creditors, on behalf of and for all creditors of an insolvent corporation. Tunesma v. Schuttler, 114 111. 163; s. c, 28 N. E. Rep. 605. The expression " all stockholders " is regarded, In the absence of legislative construction as to personal liability, as including all who were such when an indebtedness accrued: as well as those who successively stand in their shoes in respect to the same stock. Root v. Sinnock, 120 111. 357; 8. c, 11 N. E. Rep. 339. Personal liability " to make good all losses; " on bill filed to charge stockholders it is error, by decree, to charge the stockholders with the full amount due at the time of suspension, the law providing for a liabilitv equal to the amount of stock held. Helmle v. Queenan, 18 111. App. 103. Creditors of a corporation subject to the statute of 1872, in pursuing the holders of stock unpaid — in whole or In part — must follow the statute (section 25) unless in case of a transfer made (section 8). Curran v. Bardner, 27 111. App. 582. To enforce the liability for unpaid stock the bill must be by or for all the creditors against all the stockholders. Id. A single creditor may sue any stockholder of an insolvent corporation to enforce the latter's linbilitv under its charter. Schalncky v. Field, 124 HI. 619; s. c, 16 N. E. Rep. 904. Suit against stockholder on return of execution nulla bona must be in equity, and liability is de- ferred until the corporate assets are exhausted. Robertson v. Noeninger, 20 111. App. 227. To enforce stockholder's liability for unpaid stock the corporation is a necessary party. If it has ceased to exist, all its stockholders and cred- itors are necessary parties. Patterson v. Lynde, 112 111. 205. Corporation ceased to exist; its assets in excess of debts belonging to stockholders and each stock- holder is liable only to pay his pro rata share of amounts needed to pay debts. This duty ia upon all stockholders and courts will adjust equi- ties between them. Id. A subscriber for stock who has paid nothing for stock or on assessments, and whose stock is there- for forfeited, is not a stockholder to object to a court's action in distributing assets. St. L., etc., Co. V. Sandoval, etc., Co., 116 111. 172; s. c- 5 N. E. Rep. 370. A decree which charges a single stockholder, and does not find that the assets of the company are exhausted is to be reversed. Curran v. Bradner, 27 111. App. .582. Decree, fully adjudicating and settling the per- sonal liability of stockholders of an insolvent cor- poration, on a bill by creditors for themselves and all other creditors, is binding and conclusive on all creditors, becoming parties, in all collateral proceedings. Tunesma v. Schuttler, 114 111. 163: s. c, 28 N. E. Rep. 605. Creditor's bill, not filed on behalf of creditors generally, to set aside a fraudulent conveyance and enforce a shareholder's liability to the cor- poration; decree for a sum larger than will satisfy the claims of the particular complainants is er- roneous. Bouton V. Dement, 123 111. 145; s. c, 14 N. E. Rep. 62. Where judgment is obtained to the extent of the stockholder's liability, and the judgment has been satisfied for a sum less than was due, in a future action he is credited with the amount ac- tually paid. Kunkelman v. Rentchler, 15 111. App. 271. Judgment against an imperfectly-organized cor- poration, as between plaintiff and the corporation operates as an estoppel to bar such plaintiff from recovering on the individual liability of the cor- porate members as partners on the same cause of action. Cresswell v. Oberly, 17 111. App. 284. As against the claim of creditors of a corporation it is immaterial what private arrangements sub- scribers may make with it or with the person who procures their subscription as to the payment of the amount subscribed. Kern v. Chicago Co-op. B. Assn., 40 111. App. 358. If the directors of a corporation attempt to re- lease a portion of the stockholders and cancel their sliares, this will not discharge other stock- holders from the obligations of their contracts. Such release and cancellation is wholly void. Fey V. P. Watch Co., 32 111. App. 630. The issue of certificates of stock on payment of forty per cent, of their subscription, does not con- stitute the subscribers holders of fuii-paid stock of the corporation in such sense that they cannot be called on to pay the remaining sixty per cent, at the suit of creditors. Bates v. Tel. Co., 134 III. 548; s. c, 25 N. E. Rep. 521. Stockholders cannot defeat their liability to cor- porate creditors by subscribing for stock and then surrendering it to the company, and taking it from the corporation at a fraction of its value. Ailing V. Wenzel. 35 111. App. 247. Any amount paid by them will, in eciuity, be treated as a pay- ment on the stock, and they will be held liable for their pro rata share to the creditors of an insolvent corporation. Id.; s. c, 133 111. 275; s. c, 24 N. E. Rep. 551. In such case the stock taken will be held as Is- sued under the subscription for stock. Id. Where after a part of corporate stock has been subscribed for, to aid the organization of the com- pany, one subscriber is induced by iiie others to subscribe for the balance thereof " as trustees," it being agreed that he should not be liable thereon, but that each should assist him to dis- pose of the shares; (1) he will be liable to cred- itors on such stock; (2) he will not ue liable to the corporation or other stockholders. Winston 32 ILLINOIS. Euforcement of liability of stockholders — R. S., cb. xxxii, § 25. T. Dorsott P. & P. Co., 129 III. 70; s. c, 21 N. E. Rep. 514. In the absence of an ngroeinont. a stockholder of a corporal ion Is not under lejral obligation to pay the corporate debts from his individual means. I'erry v. I'earson, 135 111. 235; s. c, 25 N. E. Rep. c;?t>. A promise by a stockholder to pay the debts of a corporation Is a promise to pay fhe debt of another. Nat l?k. t. Waterman, 134 111. 4C7; s. c, 29 N. E. Rep. 503. The capital stock of a corporation Is a fund set apart for the payments of its debts. The com- pany's directors hold It In trust for that purpose. Alllnp V. Weuzel, supra; Nat. Bk. v. Burch, 40 III. App. 513. The nominal capital, besides the actual assets. Is a fund to which creditors may look for satis- faction. Thayer v. El I'lomo M. Co., 40 111. App. 346. Such capital Is, In effect, a warranty by each stockholder, on which he Is responsible to the extent that his stock has not been fully paid, that the company once had, either the full payment or the binding promise of a stockholder for full payment for every share issued. Id. Tlie directors maj' not give away or misappro- priate the capital stock to the prejudice of per- sons dealing with the corporation. Any device by which members of a corporation seek to avoid their legal responsibilities is void as to creditors, whether binding or not between themselves or between them and the company. Ailing v. Wen- zell, supra. The shareholders have no power, by private agreement with the corporation, to make shares non-assessable, so as to excuse payment for such stock at par, as against creditors. ' Id. The shareholders of a corporation are conclu- sively charged with notice of the trust character which attaches to its capital stock. As to it thev are, to all intents and purposes, privies to the trust. N. Bk. v. Burch, 40 111. App. 513. Ergo; when they have in their bands any of this trust property they hold it, cum onere — sub- ject to all eciuities which attach to it. Id. To charge a holder of stock with individual lia- bility it is not enough to prove that the stock was paid for in property, and that an over-valua- tion was placed on the property through a mis- take or error of judgment. Mallin Chem. W. t. Glass Co.. 34 111. App. 413. In such case, it must be shown that the pur- chase of the property at the price agreed on was In bad faith and fraudulent. Id. The statute for the incorporation of companies for profit renders stockholders delinquent in pay- ment for stock liable to the full amount unpaid on their stock, when this becomes necessary be- cause of the insolvency of other stockholders" who are also delinquent in payment for their stock. Id. The liability of a stockholder is for his unpaid stock. To the extent it is unpaid he is liable for the debts and obligations of the company. When this liability Is once discharged, by payment to the corporation, a subsequent assignee or purchaser takes the stock relieved from the statutory bur- den. Ailing v. Wenzell, supra. Where in a former proceeding by creditors to reach the stockholders' liability on unpaid stock, some creditors were not made parties, such cred- itors will not be barred of their suit to enforce a like liability as to their claims. Wood v. Wood. 40 111. App. 183. In such case, however, stockholders in the latter action, who were not parties to the prior suit, should be required to contribute to the fund in the same proportion as those who were parties In that case before the latter are required to make further application. Id. On the hearing of a liill to enforce the liability of stockholders to creditors for money unpaid for stock in an Insolvent company. s\irviving stock- holders are competent witnesses for complaint, altliough their testimony tends to charge tlie rep- resentatives of deceased stockholders, their In- terests preponderating. In opposition to their testimony. Thayer v. El Plomo M. Co., 40 111. App. 347. Creditor's bill to enforce the liability of stock- holders for unpaid subscriptions. The decree dis- solved the corpco(id faith. Id. A consideration presumptive of bad f:iith arises from holders' exaggerated esti- mate of the value of such property, which will be conclusive notice rebutted. Id. Purchaser of stock with notice must pay bal- ance due on subscription. Id. The liability of a stockholder for unpaid stock is several, aiid when sued, he must make other stockholders parties. Id. Liability of stockholders In foreign corporation must be determined by law of State under which such corporation was created. Wandel v. L. & C. Co., 154 111. 177; s. c, 40 N. E. Rep. 462. Effect of Illinois statute upon foreign stock- holders' liability. Id. AVhon stockholder cannot show payment in full on his stock by agreement with the corporation to accept less than par value. Fehr v. Gasch, 44 N. E. Rep. 724. Insolvency — Dissolution — Receiver. — Corporation In faillug circumstances; transfer of personalty In payment of a bona tide debt d(ies not evidence fraud. Beach v. Miller, 23 111. App. 151. A creditor's bill against an insolvent corporation, its otHcer and stockholders, may seek discovery not only, but to have certain payments declared fraudulent as to creditors. Discovery failing, the bill may be retained as to the further relifef. Bouton V. Smith, 113 111. 487. (Jorporation may be dissolved if It be insolvent, has ceased and is luiable to do business, and has debts unpaid. St. L., etc., Co. v. Sandoval, etc., Co., IIG 111. 172; s. c, 5 N. B. Rep. 370. On dissolution a court of equity will lay hold of the corporate property to distribute it for the benefit of creditors and stockholders, id. Civil death. Generally, where the charter of or the franchise to be a corporation is transferred or sold there is a surrender or abandonment of the old corporation by the corporators. The ef- fect is the same as though the old corporation was dissolved and its franchise surrendered to the State. Snell v. Chicago, 133 111. 430; s. c, 24 N. E. Rep. 532. Unpaid stock liabilities are assets, and a cor- poration is not insolvent where the sum liable to call on stock, held by solvent stockholders, ex- ceeds amount of its debts, though it has no tan- gible property. Matson v. Alley, 41 111. App. 72. In the absence of any fraudulent purpose, it Is competent for a corporation to prefer a creditor, and such creditor may be wife of the president. Ragland v. M'Fail, 137 111. 90; s. c, 27 N. E. Rep. 75. Stockholders of an insolvent corporation will be liable to creditors unless there has been given for the stock the equivalent in money or money's worth. Thayer v. El Plomo M. Co., 40 111. App. 347. AVhen corporation becomes insolvent, directors become trustees for all creditors, and can neither give away assets nor use them to exonerate them- selves to the injurv of other creditors. Atwater V. Bank, 40 111. App. 503; Roseboom v. Whittaker, 132 111. 87; s. c, 23 N. E. Rep. 839; Beach v. ISIilier, 13l» 111. 170; s. c. 22 N. E. Rep. 464; Bank v. Burch, 40 111. App. 515. An otHcer or director, having loaned money to and taken security from a solvent corporation, has same right as a stranger to recover the loans and enforce the securities upon subsequent insolvency. Bank v. Schott, 135 Hi. 673. The right of a creditor to obtain a preference over other creditors of an insolvent corporation is expressly recognized in Bureli v. West, 134 111. 258; Bank v. Burch, 40 111. App. 51."). It Is proper to assume that auy arrangement between the officers of an insolvent corporation and their Individual creditors that the property of the corporation is to be applied to the payment of the private debts of the otfieers, is a fraud on the corporation's creditors. Bank v. Moore, id. 339. The officers of an insolvent corporation may not " use up " Its assets in payment of their own claims. An attempt to do so is void, as against the process of an outside creditor. M'Neill v. Lacey, 33 111. App. 311; Roseboom v. Whittaker, id. 443. The insolvency of a corporation does not, per se, put an end to power of company to manage its assets and fix the liens of creditors. Brabroolc T. Co. V. Beldlng, 40 Hi. App. 320. No bill to administer assets of an insolvent corporation can be maintained against it alone, without the acquiring of an equitable lien by ex- hausting the remedy at law. Taylor Co. v. Woolverton, 37 111. App. 362. After aid of equity has been invoked and court has taken assets of an insolvent corporation into its hands, its jurisdiction is exclusive and, ordi- narily, no creditor can pursue a remedy at law in such way as to obtain, for himself, a preference. Roseboom v. Whittaker, supra. The failure in a creditor's bill against an insol- vent corporation to make some creditors parties must be made In the trial court. The objection comes too late on appeal to the supreme court. Id. Where certain creditors hie a creditor's bill they will not be entitled to priority over other creditors not having judgments. Taicoft v. G. W., etc., Co., 131 111. 253; s. c, 23 N. E. Rep. 403. When sale by corporation of property to creditor is attacked, as In fraud of creditors, it is com- petent to prove that company was embarrassed or insolvent. Beach v. Miller, supra. Section 25 construed. Man. Co. v. C. C. Co., 55 111. App. 381. Directors of a corporation so utterly insolvent as to have abandoned all efforts to continue business can give preference to creditors having knowledge of its condition. Gottlieb v. Miller, 47 111. App. 588. A distinction between a corporation so Insolvent as to have stopped business, giving preferences, and one, by giving a preference, in- capacitates itself for further business. Id. Right of Insolvent corporation to prefer cred- itors. Glover v. Lee, 140 111. 102; s. c, 29 N. E. Rep. 680. Capital stock is a trust fund in hands of direc- tors for the payment of the corporate debts, and shareholders are conclusively charged with notice of the trust character which atta"ches to capital stock, and cannot occupy the status of innocent purchasers. Bank v. Burch, 141 111. 519; s. c, 31 N. E. Rep. 420. Board of directors of an Insolvent corporation may empower president and secretary to make as- signment to a creditor. Id. Powers of court to wind- up affairs of an in- solvent corporation. Wheeler v. Iron & Steel Co., 143 111. 197: s. c, 32 N. E. Rep. 420. A corporation, unless restricted by its charter or by general statutes, may make assignment for benefit of creditors to the same extent that an individual may, and may make preference for one or more creditors, or class of creditors, over others. But preference l)y directors to them- selves is generally fraudulent. Warren v. Bank, 149 111. 9. Assets, how far a trust fund. Id. It is the settled law of this State that a cor- poration may prefer creditors. Paper Co. v. Rob- bins, 151 111. 588; s. c, 38 N. E. Rep. 153. But it must be done in the utmost good faith. Id. If solvent, corporation may make preferential transfers of the corporate assets, so long as it acts in good faith. Peterson v. Tailoring Co., 150 111. 290; s. c, 37 N. E. Rep. 242. Assets of an insolvent corporation are not strictly a trust fund, nor are the officers strictly, trustees. At most, the assets are a quasi trust fund, and officers quasi trustees, under some cir- cumstances. Gottlieb V. Miller, 154 111. 44: s. c, 39 N. E. Rep. 992. And In absence of legislation to the contrary, the Insolvent corporation may make a preference among creditors, sul)ject to the same restrictions that apply to Individual debtors. Id. Directors cannot appropriate assets when in- 34 ILLINOIS. Insolvency; dissolution; receiver — R. S., ch. xxxii, § 25. solvent. Id. Creditors of a firm whose members were directors of ft corporation hiive no standing to iiupeacla the conduct of a company, its directors and ottlcers. in making preferences. Id. Assignment of corporation for benetit of cred- itors, what is not. Peterson v. Tailoring Co., 51 III. App. 249. When solvent corporation has borrowed money from its oflicers or directors, Its subsequent lu- Bolveucy will not affect their right of action to recover the loan. Steele Co. v. O'Donnell, 156 111. 624; s. c. 41 N. E. Rep. 185. And such relation- ship will not prevent an Insolvent corporation from giving such creditor ollicer a valid security as a preference. Id. Mere allegation that corporation has " ceased do- ing business " not enough to justify appointment of receiver under this statute. Brabrook, etc., v. Beld- ing, 40 111. App. 329. It must be shown that such cessation Is more than an interruption of the ordi- nary course of business. Id. Appointment of re- ceiver Is an act divesting corporation of control of Its property, suspending Its powers and likely to result In Its dissolution. Hence statute au- thorizing It must be strictly construed. Id. After receiver appointed, corporation still exists to exercise any of Its franchises not Interfering with receiver's performance of his dutv. Ry. Co. V. Russell. 115 III. 54; s. c, 3 N. E. Rep. 561. And may sue any person, by leave, to try title to property. St. L., etc., Co. v. S. C. & M. Co., Ill III. 39. Receiver may. In proper case, be appointed before jurisdiction required to adjudicate. Id. Equity acquires jurisdiction to appoint a re- ceiver of corporate assets by service on the cor- poration. Bates V. Tel. Co., 134 III. 549; s. c, 25 N. E. Kop. 521; Tel. Co. v. Gray, 122 Id. 634; s. c, 14 X. E. Rep. 214. In action by receiver to col- lect unpaid subscriptions to stock, the validity of decree appointing him cannot be questioned. Id. Receiver may be appointed when directors are guilty of mismanagement and malfeasance, and court may order him to sue for unpaid subscrip- tions to stock. Id. Receiver can sue In name of corporation upon debts due to It. Ramsev v. Ins. Co.. 55 111. 311; see, also, Ins. Co. v. Bank, 63 Id. 348. Appearance by a receiver of an Insolvent cor- poration empowered to sue, etc., at the time of entering a deficiency decree In foreclosure waives notice of application therefor. Land Co. v. Peck, 112 III. 431. A court of chancery having jurisdiction of the property of an Insolvent corporation and of a de- fendant claiming It, an order on the latter to turn the same over to a receiver, for presenta- tion, however erroneous, must be obeved; error will not justify refusal. Tolman v. Jones, 114 III. 1.53: s. c, 28 N. E. Rep. 464. Receiver is regarded as representing onlv the corporation itself — not creditors or stockho'lders. For purposes of litigation he takes only such rights as the corporation might assert. Ins. Co. v. Swigert. 135 111. 167: s. c. 25 N. E. Rep. 680. And by section 25 is authorized to sue in all courts, etc.. without an order of court authorizing him to bring suit. Hanke v. Blatner, 34 III. App. .397. Bin filed by stockholder asking for a receiver Is bad, on demurrer, if it does not allege facts showing any of the causes named In the statute as ground of equitable Interference. And if bill appeals merely to the general chancery powers of the court. It will not be suflBcIent. Whooler v Iron & Steel Co., 143 111. 197; s. c, 32 N. E. Rep. Rule that a foreign receiver will not be allowed to maintain an action against the assets of an Insolvent debtor as against a resident creditor, does not apply to the receiver appointed bv the courts of this State, and under its laws, in a suit Uistltuted by a non-resident creditor. Holbrook v. Ford. 1.53 lill. 6.33; s. c, 39 N. E. Rep. 1691; s. c, 50 III. App. 547. Receiver of property of a foreign corporation takes no title to debts due It -from debtors in another State, alhough. In the ordinary course of business of corporations, the debts would have been payable in the State of his appoint- ment. Id. The locus of a debt is the domicile of the creditor, which. In case of a corporation, is the State of Its creation. Id. Creditors of an Insolvent corporation may pro- ceed with all legal remedies until court of equity obtains Jurisdiction over It. Bank v. Bank, 53 III. App. 358. Insolvent corporation may prefer creditors. O'Donnell v. Steel Co., 53 111. App. 314. Rights of director creditors. Id. "When stockholders are necessary parties to suit against corporation. Bennett v. Tel. Co., 53 111. App. 276; Tel. Co. v. Barker, 56 Id. 402. A franchise Is Involved in a suit to dissolve a corporation and appoint a receiver. O Donnell v. Steel Co., supra. To sustain a bill which seeks appointment of re- ceiver and winding up of affairs of a corporation, allegations of fraudulent mismanagement should be specific and definite, so that court can see that charges are not mere conclusions of the pleader. Wheeler v. P. I. & S. Co., 43 111. App. 626. Courts proceed with caution in the appointment of receivers to take the property of a corporation out of control of Its officers and to justify such appointment for a solvent, prosperous corporation, tue circumstances must be extraordinary, and something more must be shown than past miscon- duct and a mere apprehension based thereon of future misdoing. Natatorlum Co. v. Helssler, 50 111. App. 406. Assessments upon stock of an Insolvent corpora- tion must be equitable. Bennett v. Tel. Co., 53 111. App. 277. Corporation not dissolved by neglect to elect officers. § 14, and note. Sale of property of a corporation does not dis- organize it. Bruffett V. R. R. Co., 25 111. 353; Relchwald v. Hotel, 106 id. 439. Stockholders not necessary parties to a creditor's bill to dissolve Insolvent corporation. Bates v. Tel. Co., 134 111. 549; s. c, 25 N. E. Rep. 521. A judgment declaring a forfeiture of franchises, rights and privileges of a corporation, where there has been no prior waiver of the right of forfeiture, will operate to produce a dissolution of the cor- poration. Danv. Sem. v. Mott, 136 111. 292; s. c, 28 N. E. Rep. 54. In a proceeding to wind up the affairs of a cor- poration at the Instance of creditors, a dissolu- tion of the company decreed cannot work injury to the stockholders held to liability on the unpaid balances of stock held by them, when the assets of the corporation are exhausted, and it has ceased to do business. Ailing v. "Wenzell, 35 111. App. 247. Bill by stockholders for dissolution and assess- ment on unpaid stock to pay debts. In absence of injury to creditors a decree is not erroneous which omits to assess one who suuscribed as trustee under agreement that " trustee stock " should be assessed, the other stockholders not being assessed in excess of their Indebtedness. Winston v. Dor- set P. & R. Co., 129 III. 70: s. c, 21 N. E. Rep. 514. The rule Is, that In the absence of statutory provision, courts of equity have no jurisdiction to decree dissolution of a corporation, by forfeiture of Its franchises, either at suit of an individual or of the State. Ins. Assn. v. Hunt 127 III. 274; s. c, 20 N. E. Rep. 55. An Information filed In a court of equity, for dissolution of a corporation, on some ground enu- merated in statute of its creation, is not a crimi- nal proceeding. It Is not required to be carried on " in the name and by the authority of the people," etc. Chicago M. L. Ins. Assn. v. Hunt, 127 111. 275; s. c, 20 N. E. Rep. 55. A court or receiver appointed by It. under bill filed by some stockholders of a corporation, pray- ing, inter alia, for dissolution of company, its directors only being named as deiendants. ac- quires no control of the stockholders. Robinson V. Raulston, 33 III. App. 166. The title of a corporation to property owned by It ceases when the corporation itself ceases to exist. Mott V. Danv. Sem., 129 111. 409; 9. c. 21 N. E. Rep. 927. Hence, at common law, on dissolution or civil death of a corporation, all Its real estate remain- ing unsold reverts to the original grantor or his heirs. Id. ILLINOIS 35 Insolvency; foreign corporations — R. S., ch. xxxii, § 26. The rule of the common law has been changed In modern times, at least in favor of corporations, for pecuniary profit. Id. In such corporations shareholders are the origi- nal donors of the corporate property, each con- tributing to the capital for the common benefit. The corporation, so long as it is solvent, holds the property merely as trustee for its sharehold- ers. Id. When such corporate body is dissolved or be- comes Insolvent, equity distributes its property: (1) to pay its debts, and (2) among its stock- holders. Id. Insurance corporations. Insolvent, may be dis- solved at the suit of the auditor, ins. Co. v. The Auditor, 101 111. 82. What constitutes " good cause " for dissolv- ing a corporation. Wheeler v. Iron & Steel Co.. 143 111. 197; s. c, 32 N. B. Rep. 420. Disposition of assets on dissolution. Id. Remedy of stock- holder for mismanagement and fraud in affairs of company. Id. At common law a corporation cannot be dis- solved at instance of an individual, and the State, or attorney-general, is a necessary party to any suit to dissolve. But legislature may provide by statute for absolute and final dissolution of a corporation at the suit of an individual. Hunt V. Rink Co., 143 111. 118; s. c, 32 N. E. Rep. 525. Without statutory authority court of chancery has no jurisdiction to decree the dissolution of a cor- poration, tb'-' mode of procedure would be by scire facias or quo warranto, in a court of law. Id. ; Wheeler v. Iron & Steel Co., Id. 197; s. c, 32 N. E. Rep. 4201. Mere fact that domestic corporation has kept Its books in another State, when such books have always been found at the office in this State when needed for inspection, not sufficient ground for dissolving the corporation. Roiling Stock Co. v. People, 147 111. 234; s. c, 35 N. E. Rep. 608. Jurisdiction of a court of equity to dissolve a corporation is derived entirely from section 25, and forms no part of the general chancery juris- diction. Steel Works v. Steel Co., 153 111. 9; s. c, 38 N. E. Rep. 10,33. Cessation of business by a corporation because of the levy of attachments upon its property is not a ceasing to do business, within meaning of statute authorizing its dissolution by a court of equity and the appointment of a receiver, on a bill by a single stockholder, to which only part of the creditors are made parties. People v. Weigley, 155 111. 491; 8. c, 40 N. E. Rep. 300. Courts of chancery are without jurisdiction to decree dissolution of corporation, except so far as such jurisdiction Is conferred by section 25 of corporations act, and can dissolve them for no causes other than those therein mentioned. Id. A transfer to the trustees of the accounts be- longing to a corporation, duly made and noted on books of corporation under authority of board of directors and accepted by trustee in writing, with notice from him to the parties whose accounts are assigned, and also to the persons for whom he Is acting as trustee, is sufficient to vest in the trustee right to the money derived from the ac- counts, although subsequently, on the same day, a bill was filed for a receiver and to wind up corporation. Trust Co. v. Smith, 158 111. 417; s. c, 41 N. E. Rep. 1076. A preference by the assignment of accounts made by a corporation Is not defeated by section 25 of act of corporation, providing for winding up all business of corporations by suit in equity, although such suit is brought Immediately after assignment. Id. Directors may give preference to a relative. Blair V. Steele Co., 159 111. 350; s. c, 42 N. E. Rep. 895. Preference may be given debts guaranteed by directors. Id. Stockholders may be preferred creditors. Parsons v. Hatton, 58 111. App. 272. Corporation may prefer one creditor from an- other in the payment of its own debts, and no inference of fraud can be brought from the mere fact that such a preference has been given by the execution of judgment notes. DIbblee v. Watson, 60 HI. App. 4.32. Courts of chancery are without Jurisdiction to decree dissolution of corporations, except In so far as that jurisdiction is conferred by statute. Ward V. Segar, 60 III. App. 424. An agreement between an insolvent corporation and holders of claims, held not to create an agree- ment not to sue certain stockholders or to amount to a release. Farwell v. G. W. Tel. Co., 44 N. E. Rep. 891. An order of an assessment against stockholders on petition of a receiver without notice was void as to tliose not parties, under the Corporation Act of 1872. Id. Where a holder of claims against an insolvent corporation agreed with certain stockholders to hold them harmless so far as his interest was concerned, it was a covenant not to sue, and did not release such stockholders from an assessment. Id. A stockholder may sue the corporation and others without a request on Its receiver to bring such suit, where what was equivalent to a refusaj bv the receiver to do so Is shown in the bill. Id. " Creditors of a corporation are not necessary par- ties to a bill by stockholders brought against a receiver of the corporation to undo the act of the court, when improperly obtained, lu. Rights of stockholders "to file a bill of review where the interest of the receiver of the cor- poration is hostile to the stockholders' Interests. Id. Where certain claimants had, by fraud on the court, obtained a large sum belonging to an in- solvent company, held, that each of them should be compelled to account for the amount received by him. Id. § 26. Foreign corporations, and the offi- cers and agents tliereof, doing business in tills State, sliall be subjected to all the lia- bilities, restrictions and duties that are or may be imposed upon corijorations of like cltaracter organized under tlie general laws of this State, and shall have no other or greater powers. And no foreign or domestic corporation estabished or maintained in any way for the pecuniary profit of its stock- holders or members, shall purchase or hold real estate in this State, except as provided for in this act. See § 5, ante, notes, and cross-references. Cor- poration acting by attorney. § 66, post. Require- ments of foreign corporations. See Act of 1897, at p. 57. [Corporation created in another State for the purpose of buying and selling lands has no such power in this State. Carroll v. City, 67 111. 568. The legislation of a State bordering on this, can- not have the least effect in a creating a corpora- tion in this State. Bridge Co. v. County, 88 111. 615. And a corporation of another State, which can- not there hold title to real estate, is incapable of so holding in this State. Starkweather v. A. B. Soc, 72 111. 50; U. S. T. Co. v. Lee, 73 id. 142. Foreign corporations have power to loan money and receive mortgage sectirlty, and may acquire real estate in satisfaction of debts due them. As- surance Co. V. Scammon, 102 111. 46; Buggy Co. V. Graves, 108 id. 459. Where real estate, belonging to a bank of an- other State, was attached in our conrts, it af- forded no ground for quashing the writ of attachment. Ins. Co. v. Coml. Bk., 68 Hi. .348. Corporation having power to take and hold real estate, a deed to it divests grantor of his title; whether the taking is ultra vires Is a question only for the State. Barnes v. Suddard, 117 111. 239; s. c, 7 N. E. Rep. 477. Corporation formed under laws of another State with capacity to hold real estate may acquire 36 ILLmOIS. Foreign corporation; evidence, etc. — R. S., ch. xxxii, §§ 27-28*^. such property here as Is necessary to its busi- ness. Id. ^ ,, , J * The statute does not necessarily exclude lor- eiCTi corporntlous carryluff on a special business, for which it Is organized exclusively in another State, from receiving lands in this State by de- vise. S. Clara Fem. Acad. v. Sullivan, 116 111. 380: s. c, 6 N. E. Rep. 183. The right of a corporation, created in one State to do business in another, is based upon the com- ity between the States. Ducat v. City, 48 111. 172. Foreign corporations doing business in this State have the same po'\\er, no greater, than a domestic company. Barnes v. Suddard, supra. And are under the same restrictions, but this is without reference to the mode of organization or advent into existence. S. Clara Fem. Acad. v. SulliTan, 110 III. 380; s. c, G N. E. Rep. 183. Corporation has its residence where its business Is done. Bristol t. R. R. Co., 15 111. 436; R. R. Co. V. Morgan Co., 14 id. 103. A foreign corporation owing debts, If still In existence, can be compelled, by mandamus or bill In equity, to collect its unpaid subscriptions, wher- ever the stockholders reside. If it has ceased to exist a receiver should be appointed and, by comltr, his rights will be respected in other States. I'atterson v. Lynde, 112 III. 205. Foreign Insurance companies doing business in this State will be bound by the acts of their presi- dent and general agents. Ins. Co. v. White. 106 111. 67. And before tailing risks in this State they must comply with the laws of this State and receive a license. Ins. Co. v. Swigert, 120 111. 37; s. c. 11 N. E. Rep. 410. And they must be organized as a joint-stock or mutual company. Id. A corporation may, by comity, exercise its pow- ers outside of the jurisdiction in which it Is created, if sucli acting be not Inconsistent with the laws or public policy of the State in which they are so exercised. S. Clara Fem. Acad. v. Sullivan, 116 111. 380; s. c. 6 N. E. Rep. 18.3. But it is impossible that a corporation created under the laws of one State can be incorporated into another corporation created under the laws of a sister State. Drum Tob. Co. v. Randle, 114 111. 427; 8. c, 2 N. E. Rep. 536. The authority to inquire, by quo warranto, whether a corporation do facto, organized and acting under the law of another State is, in all respects, a legal and valid corporation, belongs to such State and to it alone. Hudson v. G. H. Semln., 113 111. 626. A special statute of such State is admissible to show a de facto existence, though such an act by Constitution be prohibited. Id. Foreign corporation, insolvent and owing debts. If still existing, it may be compelled, by man- damus or bill in equity, to collect its unpaid sub- scriptions wherever the stockholders reside. If it has ceased to exist a receiver should be ap- pointed; by comity other States will recognize him. I'atterson v. Lynde, 112 111. 200. Where it is Impossible to acquire jurisdiction of the corporation and non-resident stockholders have no property In the State, a bill to enforce the pay- ment of unpaid subscriptions to stock is vulner- able to demurrer. Id. Indebtedness of resident stockholders for stock to a foreign company may be reached by attach- ment and garnishment, although service cannot be had on the corporation. Turner v. Ala. N. & M. Co., 25 111. App. 144. But a creditor must exhaust his remedy at law here by execution re- turned nulla bona. Id. Legal existence of a foreign corporation in is- sue; such existence must be proved by proper evidence. Bourton v. Rathbone, 23 111. App. 654. Right of foreign corporation to enter this State discussed. Boiler Co. v. Boiler Co., 142 111. 494; 8. c, .30 N. E. Rep. 330. Foreign corporations on same footing as domestic as to powers, duties, liabilities and restrictions. Ins. Co. V. Bauerle, 143 111. 459; s. c, 33 N. E. Rep. 166; Prov. Assn. v. Lloyd, 145 id. 620; s. c, 34 N. E. Rep. 142. What Is the " doing of busi- ness " in this State. Id.; Mandel v. L. & C. Co., 154 111. 177; 8. c, 40 N. E. Rep. 462. It is tlie charter of the corporation alone which, by the law of comity, is recognized and enforced in other jurisdictions, and not the general legis- lation or local policy of the State in which the companv is formed. Warren t. Bank, 149 111. 9; 8. c, 38 N. E. Rep. 122. Filing of a creditor's bill against a foreign cor- poration creates no lien upon del)ts due such cor- poration from residents of a State other than that in which such bill is brought, where there is no service of process upon the corporation. Hol- brook V. Ford, 153 111. 633; s. c, 39 N. E. Rep. 1091. Foreign corporation is " resident " where, by proper permission, it carries on its business. Pennsylvania Co. v. Sloan, 1 111. App. 364. Cor- poration of one State may remove Its otBcers and agents into another by permission of the latter, and exercise its franchise there. Id. Words " doing business in this State," in the statute limiting the powers of foreign corpora- tions, refer to the business for which the foreign corporation is organized, and not to its doings with its own members, or its resort to the courts here to enforce liabilities. Mandel v. Land Co., 154 III. 177; s. c, 40 N. E. Rep. 462. A foreign corporation, in so far as it is doing business in Illinois, through any control it may exercise over a business transferred to it by a resident of Illinois, is subject to the same restric- tions and duties as corporations formed in this State. Bishop v. American Co., 157 111. 284; s. c, 41 N. E. Rep. 705. Proof of de facto existence of foreign corpora- tion held suflScient. Cozzens v. Chicago H. P. B. Co., 46 N. E. Rep. 788.] § 27. The certified copy of any articles of incorporation, and changes thereof, together with all indor.sements thereon, tinder the great seal of the State of Illinois, shall be taken and received in all courts and places as prima facie evidence of the facts therein stated. Records of private corporation, how certified. Ch. 51, § 15. Charter, what to contain. § 2, ante. Proof of corporation. Ch. 38, § 110. [Certified articles of association, evidence that the capital stock has been subscribed. Jewell v. R. R. Paper Co., 101 111. 57. A copy of articles of incorporation certified by the secretary of State bearing the State seal, to- gether with all the indorsements thereon, is prima facie evidence of the facts therein stated. Kern V. Chicago Co-op. B. Co., 40 111. App. 357.] § 28. Nothing in this act shall be consti-ued to allow the construction or operation of any street railroad in any city, town or incor- porated village, without the consent of the local authorities thereof. See Const., art. XI, § 4. General powers. J 5, ante, notes and cross-references. [Such consent not a condition precedent to exer- cise of power of eminent domain. Metropolitan, etc., Co. V. Chicago, etc., Co., 87 111. 317.] § 281^. It shall be unlawful for the secre- tary of State to issue a license for any per- son or persons to incorporate under the name of any heretofore existing corpora- tion organized under any general law of this State until the expiration of thirty days from and after the expiration of the existence of such corporation: Provided, That the corporation enjoying such name ILLIXOIS. 37 Repeal; voluntary dissolution — E, S., ch. xxxii, §§ 48-49e. shall have the exclusive privilege of be- coming incorporated tinder the same name at any time within the said thirty days, ac- coi'ding to the provisions cf the act to which this Is an amendment. (As amended by art approved June 16, 1S87; in force July 1, 1887.) See § 2, ante. Continuance after expiration, etc. §§ 10-12, ante. When dissolved, corporate name. § 49o, post. [Appearance to defend by a corporate name Is an admission that such Is the true name. U. S. Ex. Co. v. Bedburj", 34 111. 450.] General Provisions. § 48. No corporation, association or so- ciety for any purpose authorized by this act shall be formed under any other act. § 49. All acts or parts of acts in coull!e dissolved In all courts and places whatsoever, and irom and after such dissolution hereundt'r. it shall be lawful for the secretary of State to issue a license to any ihtsou or persons to incorporate under the name or names previouslv used by such corporation ai any time after the dissolution iliereof : rrovided. That a majority of the stockholders in num- ber and amount of any such corporation enjoying such name shall have the exclu- sive "privilege of becoming incorporated un- der tlie same name at any time within the said thirty days, according to the pro- visions of the act to which mis is an amend- ment. Continued after expiration of charter. § 10, ante. Corporate name. { 28 1-2, ante. Change of Name, Increase of Capital Stock, Etc. AN ACT to provide for changing the names, for changing the places of business, for in- creasing or decreasing the capital stock, for increasing or decreasing the number of directors, for enlarging or changing the objects for which such corporations were formed, and for the consolidation of incor- porated companies. Approved March 2(5, 1872, as amended June 4, 1887, and June 6, 1889. [Title as amended June (i, 1889.] § 50. Be it enacted by the people of the State ©f Illinois, represented in the general assembly: That whenever the board of directors, managers or trustees of any cor- poration existing by virtue of any general or special law of this State, or any corporation hereafter organized by virtue of any law of this State, may desire to change the name, to change the place of business, to enlarge or change the object for which such corpo- ration was formed, to increase or decrease the capital stock, to increase or decrease the number of directors, managei-s or trustees, or to consolidate said corporation with any other corporation now existing, or which may hereafter be organized, they may call a special meeting of tlie stockholders of such corporation, for the puniose of submitting to a. vote of such stoclvliolders tlie question of sucli change of name, cliange of place of business, enlargement or change of the ob- ject for which such corporation was formed, increase or decrease of the number of direct- ors, managers or trustees, increase or de- crease of capita-1 stock, or consolidation with some other conwration, as the case may be; and further tliat eleemosynary or religious corporations for educational purposes, act- ing under the general law or by virtue of spoc-ial charter are autliorized to change the time and manner of electing the trustees, and to allow the alumni of said corporation to vote in the election of the trustees, or a part thereof: Trovided, That in changing the name of any other corporation, under the provisions hereof, no name shall be assumed or adopted by any corporation similar to, or liable to be mistaken for tlie name of any other corporation organized under the laws of this State, without the consent of such other corporation; and that in no case shall the capital stock be diminislied to the preju- dice of the creditors of such corporation, or the number of directors, managers or tnas- tees be reduced to less than five, or in case of corporations for pecuniary profit, in- creased to more tlian eleven: And, provided, furtlier, That no corporation shall, by virtue hereof, change its place of business from any town, county or municipality, where such town, county or municipality, or any of the inhabitants thereof, or any person or persons interested therein, shall have do^ nated or in any manner contributed any money or any other valuable thing to induce such corporation to locate in siich town, county or municipality: And provided fur- ther, That the provisions of this act, in refer- ence to the consolidation of corporations, shall only apply to corporations of the same kind, and engaged in the same general busi- ness, and carrying on their business in the same vicinity, and that no more than two corporations now existing shall be consoli- dated into one, under the provisions hei'eof: And provided further, That no alteration or change shall be made by virtue of this sec- tion to embrace any object that miglit not have been lawfully embraced in the state- ment and license issued before the organiza^ tion of such coiToration as provided in sec- tion two of an act entitled, "An act concern- ing corporations," approved April 10, (18) 1872, and in force July 1, 1872. (As amended by acts approved June 14, 1887, and June 6, 1889.) See § 3, ante, and cross-references. Stocli, pay- ment, etc. § 7, ante. Name, see § 2, note. [Amendment of charter, as affecting liability of stockholders. Dows v. Naper, 91 111. 44. Binding upon the company. People v. Imp. Co., 103 III. 491. The charter allowing an increase of stock, but silent as to the mode, shareholders should have a voice in determining it. Eidman v. Bowman, 58 111. 444; City v. Joney, 60 id. 383. To issue certificates of stock for amount of subscription paid, and cancel the subscription as to sum not paid, is not diminishing its capital stock. Chetlain v. Ins. Co., 86 111. 220. A corporation cannot, except as authorized by law, change its own name, either directly or by user. Sykes v. People, 132 111. 46; s. c, 23 N. B. Kep. 391. Reduction of capital stock; presumption that no- tices were given as required by law; and that the meeting for that purpose was regularly called. B. & T. Co. V. Gade, 55 111. App. 182. Corporation may, by vote of stockholders, at meeting duly called, change its name; but new name must not be the same, or similar to, or be liable to be mistaken for, the name of any other corporation of the State, without consent of such other corporation. Watch Case Co. v. Pearson, 140 111. 423; s. c, 31 N. E. Rep. 400. And this, though the other corporation is not fully organ- ized, and, therefore, incapable of consenting. Af- ter a corporation is licensed Its name is to be protected. Id. ILLINOIS. Change of name; increase of stock, etc. — R. S., ch. xxxii, §§ 51-57, 39 A secretary of State may, when he knows that the new name is that of some other corporation, refuse to allow it to be filed in his office. Id. Directors have not, merely by virtue of their position as directors, authority to increase the capital stock without the assent of the stockhold- ers. McXulta V. Bank, 45 N. E. Rep. 954. A corporation held to have such an existence as to enal»le its officers and stockholders to reduce the capital stock. Gade v. Perkins, 46 N. E. Rep. 2SG. Evidence held to show valid reduction of capital stock. Id. Rights of creditors on reduction of capital stock determined. Id.] § 51. Such special meetings shall be called by delivering per.sonally. or depositing in the post-olRce. at least tliirty days before the time fixed for such nieeting, a notice, prop- erly addressed to each stockholder, signed by a majority of said directors, managers or trustees, stating the time, place and object of such meeting. A general notice of the time, phice and object of such meeting shall also be published, for three successive weeks, in some newspaper printed in or nearest the county in wliicli the principal business office of said corporation is located. See § 60, post. [Notice required by above section Is intended only for stockholders. The notice required to be given to the public is the final notice required by section 54. Hence the notice of the meeting of the stockholders is no notice to the proposers of a new corporation of the new name proposed to be adopted. Watch Case Co. v. Parsons, 140 111. 423; s. c, 31 N. E. Rep. 400.] § 52. At any such meeting, stockholders may vote in person or by proxy, each stock- holder being entitled to one vote for each share of stock held by him; and votes repre- senting two-thirds of all the stock of the corporation shall be necessary for the adop- tion of the proposed change of name, place of business, enlargement or change of the object for which such corporation was formed, number of directors, managers or trustees, amount of capital stock, or con- solidation witli some other company. (As amended by act approved June G, ISSU.) Executors may vote. § 2i, ante. Manner of voting, proxies. § 61, post. § 53. If, at any regular annual meeting, or at the time and place specified in said notice of a special meeting called for that purpose, said propositions, or any of them, be submitted to a vote, and if it shall appear that two-thirds of all the votes represented by the whole stock of such corporation are in favor of the propositions, or of any of them, so submitted, a certificate thereof, verified by the affidavit of the president, and under seal of said coi-poration, shall be filed in the office of the secretary of State, and a like certificate filed for record in tlie ofiice of the recorder of deeds of the county where the principal business office of such corpora- tion is located. And upon the filing of such certificate, the changes proposed and voted for at such meeting as to name, place of business, enlargement or change of the object for which such corporation was formed, increase or decrease of capital stock, increase or decrease of the number of direct- ors, managers or trustees, or consolidation with some other company, shall be, and is hereby declared accomplished, in accordance with said vote of the stockholders: And provided further, That any corporation, other than corporations for manufacturing purposes, availing itself of, or accepting the benefits of, or formed under this act (except the mere change of name), shall be subject to the general laws of this State now in force, or which may hereafter be passed, regulating coriJorations of like character. (As amended by act approved June 6, 1889.) See § 4, ante. Certificates of votes filed. § 62, post. § 54. Such corporation shall, upon the filing of said certificate, cause to be pul>- lished in some newspaper in, or nearest the county in which their principal office is located, a notice of such changes of organ- ization, for three successive weeks. See § 51, and note. § 55. Corporations, not being stoclv com- panies, may avail themselves of ♦all the privileges and provisions of this act, by a majority vote of the members of such cor- porations who may be present at a meeting called for any of the purposes included in this act. See § 3, ante, and cross-references. § 5G. Such change of name, place of busi- ness, enlargement or change of object for which such corporation was formed, in- crease or decrease of capital stock, or in- crease or decrease of number of directors, managers or trustees, or consolidation of one corporation with another, shall not affect suits pending in which such coiijora- tion or corporations shall be parties, nor shall such changes affect causes of action, nor the rights of persons in any particular; nor shall suits brought against sucli coipora- tion by its former name be abated for that cause. (As amended by act approved June 6, 1889.) See § 5, subd. 1, ante, and cross-references. § 57. Whenever any railroad corporation shall desire to con.soIidate with any other railroad corporation, by virtue of the pro- visions of this act. a notice, as provided by section two of this act, shall be given at least sixty days before the time fixed for such meeting, and a general notice, as pro- 40 ILLINOIS. Number of directors; consolidation — R. S., ch. xxxii, §§ 58-65. vided by said section two, shall be published for nine successive weeks: Pi-ovided, That railn.iid corporations shall not consolidate their stock, property or franchises with any other railroad corporation owning a parallel or competing line. § 58. Whereas, a large number of coi-pora- tlons in this State desire to change tlieir names, and in other respects to comply with the terras of this act, whereby an emergency has arisen as a reason why this act should take effect forthwith; therefore, this act shall take effect and be in force from and after its passage. See § 64, post. Consolidated companies liable for debts of original companies. § 65, post. Trusts and combines prohibited. Ch. 38, §§ 269a et seq. AN ACT authorizing the changing of -the numlier of directors of incorporated com- panies in certain cases. [Approved and in force May 22, 1877.] § 59. Be it enacted by the people of the State of Illinois, represented in the general assembly: That whenever the stockholders holding a majority of the stock of any corpo- ration existing by virtue of any general or special law of this State, or any corporation hereafter organized by virtue of any law of this State, may desire to change the number of its directors, managers or trustees from an even number to an odd number, they may call a special meeting of the stockholders of such corporation for the puiiiose of sub- mitting to a vote of the stockholders of such corporation the question of such change of directors, managers or trustees from an even to an odd number: Provided, That the number of directors, managers or trustees shall, in no case, after such change, be less than five nor more than eleven. See § 3, ante, and cross-references. See § 64, post. § GO. Such special meetings shall be called by the president upon the written applica- tion of the stockholders of such corporation owning a majority of the stock, by deliver- ing personally, or depositing in the post- office at least thirty days before the time fixed for such meeting, a notice, properly ad- dressed to each stockholder, signed by the president, stating the time, place and ob- ject of such meeting. A general notice of the time, place and object of such meeting shall also be published for three successive weeks in .some newspaper printed in or nearest to the county in which the principal business office of said corporation is located. See § 51. ante. § 61. At any such meeting, stockholders may vote in person or by proxy, each stock- holder being entitled to one vote for each share of stock held by him, and votes repre- senting a majority of all the stock of the corporation sliall be necessary for the pur- pose of changing the number of the directors, managers or trustees, from an even to an odd number. Manner of voting, proxies. § 52, ante. § 62. If at any regular annual meeting, or at the time and place specified in such notice of a special meeting called for that purpose, said proposition to change the number of dii-ectors, managers or tiiistees fi*om an even to an odd number, be submitted to vote, and if it shall appear that a majority of all the votes represented by the whole stock of such corporation are in favor of such change, a certificate thereof, verified by the affidavit of the president, and under the seal of said corporation, shall be filed in the office of the secretary of State, and a like cer- tificate filed for record in the office of the recorder of deeds of the county wherein the principal office of such corporation is located; and upon the filing of such cer- tificate, the number of directors, managers or trustees shall be, and is hereby declared to be, changed from an even number to an odd number, in accordance with such vote of the stockholders, as aforesaid. Certificates of votes filed. § 53, ante. § 63. All acts and parts of acts inconsist- ent with this act are hereby repealed. § 64. Whereas, a large number of corpo- rations in this State desire to change the number of their directors, managers or trustees from an even number to an odd number, an emergency therefore exists, and this act shall take effect and be in force from and after its passage. (Approved May 22, 1877.) See § 58, ante. Consolidation. AN ACT in relation to the consolidation of incorporated companies. [Approved March 9, 1867; in force May 9, 1867.] § 65. Be it enacted by the people of the State of Illinois, represented in the general assembly: That in all cases when any com- pany or corporation, chartered or organized under the laws of this State, shall consoli- date its property, stocli and franchises with any other company or companies, such con- solidated company shall be liable for all debts or liabilities of each company included in said consolidated company, existing or accrued prior to such consolidation, and ac- tions may be brought and maintained, and recovery had therefor, against such consoli- dated companj'. See § 2, ante. Consolidation of railroad com- panies. § 57, ante. ILLINOIS. 41 Foreign corporations; agents and loans — ^ R. S., oh. xxxii, §§ 6G, 67. [Copy of articles of consolidation of two or more corporations, duly authenticated by the secretary of State, is prima facie evidence of the existence of the consolidated company. E. St. L., etc., Ry. Co. V. Wab., etc., Ry. Co., 24 111. App. 279. "Several States may not create corporations by joint acts of legislation, but corporations formed under laws of two or more States may become con- solidated, and thereby a new corporation be brought into being, existing under the laws of the several States. Kincaid v. People. 139 111. 21.3; s. c. 28 N. E. Rep. 1060. An indictment for burglary is not necessarily defective because it avers that building burglarized was that of a corporation organized under laws of different States. Id. Corporations Acting by Attorney. AN ACT to authorize corporations to act by attorney, f Approved and in force Febru- ary 16, 1865.] § 66. Be it enacted by the people of tlie State of Illinois, represented in the general assembly: That any corporation, subsisting by the laws of otlier States or countries, may constitute and empower, by letter of attorney, any person or persons to act as its agent, in the State of Illinois, for the performance of such acts and doing such business as such corporation may be author- ized to perform and do by the laws of the State of Illinois; and all instruments in writing, whether with or without seal, and all acts and things executed or done by such duly qualified agent, shall have the same force and effect, and be as valid and bind- ing in law, as if executed and done in due process of law, by the corporation for whom such agent may act; and any scrawl or seal written or affixed by such agent, so duly em- powered, shall be deemed and considered, in such particular instance, as the corporate seal of the corporation for whom such agent is autliorized, as aforesaid, to act: Provided, That this act shall not apply to railroad cor- porations. § 2. This act shall take effect and be in force from and after its passage. (Approved February 16, 1865.) General powers. § 5, ante, notes and cross- references. Powers to be exercised by board of directors. § 6, ante. Agents of foreign corpora- tion subject to liabilities. § 26, ante. Loans on Real Estate by Foreign Corpora- tions. AN ACT to enable corporations in other States and countries to lend money in Illinois, to enforce their securities, and ac- quire title to real estate as security. [Ap- proved April 9, 1875; in force July i, 1875.] § 67. Be it enacted by the people of the State of Illinois, represented iu tlie general assembly: That any corporation formed un- der the laws of any other State or country, and authorized by its charter to invest or loan money, may invest or loan money in this State. And any such corporation that may have invested or lent money as afore- said, may have the same rights and powers for tlie recovery thereof, subject to the same penalties for usury, as private persons, citi- zens of this State; and when a sale is made under any judgment, decree, or power in a mortirage or deed, such corporation may pur- chase, in its corporate name, the property offered for sale, and become vested with the title wherever a natural person might do so in nice ca.ses; Provided, however. That all real estate so purchased by any such coi'- poration, in satisfatlion of any such liability or indebtedness, shall be offered at public auction, at least once every year, at the door of the court-house of the county wherein the .same may be situated, or on the premises so to be sold, after giving notice thereof for at least four consecutive weeks in some newspaper of general circulation, published iu said county, and if there be no such newspaper published therein, then in the nearest adjacent county whei'e such news- paper is published; and said real estate shall be sold whenever tlie price offered for it is not less than the claim of such corporation, including all interest, costs and other ex- pen.ses: And, provided, further, That in case such corporation shall not, within such pe- riod of five years, sell such lands, either at public or private sale as aforesaid, it shall be the duty of the State's attorney to proceed by information, in tJie name of the people of the State of Illinois, against such corpora- tion, in the circuit court of the county within whicli such land so neglected to be sold shall be situated, aud such court shall have juris- diction to hear and determine the fact, and to order the sale of such land or real estate at such time and place, subject to such imles as the court shall establish. The court shall tax, as the fees of the State's attorney, such sum as shall be reasonable; and the proceeds of such sale, after deducting the said fees and costs of proceeding, shall be paid over to said ■ooi-poration: And, provided, further. That nothing in this act contiiined shall be so construed as to confer banking powers or privileges upon any such corporation. See S 5, subd. 3, ante, and cross-references. Re- quirements of foreign corporations. See Act of 1897, at p. 57. [Foreign corporations, in absence of law provid- ing for creation of domestic corporations of like character, may do business in this State. Stevens V. Pratt, 101 111. 20e found therein, then by leaving sucli copy with any clerk, secretai-y, superintendent or other agent of such coii)o- ration, and in case the sheriff having such process shall make return thereof that such president, clerk, secretary, superintendent or other agent of such c-oiijoration, cannot be found in this county, then the clerk of said court shall cause a notice to be published in some newspaper published in the county where the principal office of such corporation is located, which said notice shall contain a statement of tlie pendency of the proceed- ing, tlie names of the parties thereto, the title of the court and the time and place of the return of such summons, and shall be published at least once in each week for four successive weeks. And no default shall be taken upon such notice iraless thii-ty days shall liave intervened between the date of the first publication of such notice and the first day of the term of court at which such default or proceeding is proposed to be taken. § 152. It shall not be necessary for the attorn-ey-general to file an affidavit showing such president, clerk, secretary. sui>erintend- ent or other agent of such corporation re- sides or has gone out of the State, or on due inquiry cannot be found, or is concealed so that process cannot be served upon them, or that upon diligent inquiry the places of residence of such officers or agents cannot be ascertained. § 153. The practice and proceedings imder this act shall be the same as in cases of chancery. § 154. Suits and proceedings instituted un- der provisions of this act shall be placed upon a separate docket by themselves, and stand for trial upon the call of such docket at such times during any term of such court as the judge thereof may order. § 155. Upon the hearing of the informa- tion the court may decree a dissolution of such conioration, and uix>n notice by the attorney-general in writing of such decree being fileetition. or to commit any felony, they shall be deemed guiltv of a conspiracy; and every such offender, whether as individuals or as the officers of any society or organization, and every per- son convictetl of conspiracy at common law, shall be imprisone prov(Hl June 10. 1887; in force July 1, 1887. L. 1887, p. 107.) Employment of labor, etc. Ch. 48, §§6 et seq. § 75. If any officer, agent, clerk, or ser- 269c. Penalties for violation of this act, by I yant of any incoriwrated company; or if a 269d. Pfffiv"V/ v°oKn*'of this act by '^^^^'^- ^S^at, servant or apprentice of any by officers or agents. 269e. Declares contracts and agreements in violation of this act void. 269f. Exempts purchasers of commodities, produced or manufactured in violation of this act. from payment. 269g. Fines, how recovered. 269h. Duty of secretary of State, to address letter of Inquiry to officer, etc. 2691. Duty of secretary of State when any corporation has entered into any trust. 269j. Prosecution under this act; duties of attorney-general and State's attorney. Trusts and Conspiracies Against Trade. Sec. 269k. Defines a trust. 2691. Forfeiture of franchise. 269m. Duty of attorney-general to prosecute. 269n. Foreign corporations. Penalties for violation. 269o. Violation of this act declared to be a con.spiracy. Penalties. 2R9p. Form of indictment or information. 269q. Proof of trust or combination. 269r. Contracts and agreements in violation of this act void. 289s. This act shall not apply to farm prod- ucts in original hands. 269t. Purchasers of commodities from trust not liable for purchase money. AN ACT to revise the law in relation to person or copartnership, or society, em- bezzles or fraudulently converts to his own use, or takes and secretes with intent so to do, ^-ithout the consent of his company, em- ployer or master, any property of sucli com- pany, employer, master, or another, which has come to his iwssession. or is imder his care by virtue of such office or employment, he shall be deemed guilty of larceny, § 110. On the trial of any person for forg- ing any bill or note, purporting to be the bill or note of some incorporated company or bank, or for passing or attempting to pass, or having in possession with intent to pass any such forged bill or note, it shall not be necessaiy to prove the incorporation of such banli or company l>y the charter or act of incorix)ration, but the same may be proved by general reputation. See ch. 32, § 27. § 119. Every president, ca.shier, treasurer, secretary or other officer, and eveiy agent, attorney, servant or employe of any bank, railroad, manufacturing or other corporation, and every other person who shall, knowingly cnminal jurisprud(>nce. [Approved March ^"^^ designedly, and with intent to defraud 27. 1S74: in force July 1. 1S74.] I ^^^ person, bank. I'ailroad. manufacturing ! or otlier coi-poration, issue, sell, transfer, as- § 40. If any two or more persons con- i sign or pledge, or cause or procure to be is- spire or agi-ee together, or the officers or j sued, sold, transferred, assigned or pledged. 44 ILLI]N^OIS. Fraiululont stock; trusts — R. S., ch. xxxviii. §§ 120, 220, 269a, 269b. any false, fraudulent or simulated certificate or'otlier evidence of ownership of any share or shnres of the capital stoclc of any bank, railroad, manufacturing or other corporation, sliall be punished by fine not exceeding $2,(XX) and by imprisonment in the peniten- tiai-y not more than ten years, as the jury shail determine. Stock, transfer of. Ch. 32, §§ 7, 8. [An Indictment chargpfl the president and secre- tary of a corporation with the issue, to the former, of "false and fraudulent certiflcates of the cor- porate stock generally, but substantially in the language of the statute. Cothr. Stats. 1S91. p. 467. §§ llf)-120. Indictment defective. The lan- guage would require defendants to answer as to every share of stock ever issued: it Is too general to apprise them of the nature and extent of the charge. "West t. People, 137 111. 196; s. c, 27 N. E. Rep. 34; 34 Id. 2.51. In such case, however, count 1 charged that the defendants " knowingly and designedly did issue to him, the said AV. ftho presidents, four certain false certiflcates of ownership, each for the sum of one hundred shares of the capital stock of the C. T. Co., Incorporated." etc. Counts 2 and 3 were the same, except that the -words " fraudulent " and " simulated " were used in- ttead of the word " false." Counts 4 and 5 were timilar — as to the issue of a certificate for 349 snares of stock. Statement of the offense snb- stautially in the language of the statute (§ 119). Id. Three counts of Indictment charged a fraudu- lent issue of four certificates of stock for 100 shares of stock; two counts charged the issue of a certificate for 349 shares; two other counts charged a false issue of certiflcates for 1,2.50 shares. The people's evidence did not show an Identity of the three separate issues, as to the act, either In time, amount or circumstances. It was error to overrule a motion, made at the close of evidence, that the prosecutor should elect on which charge he would proceed. Id.] § 120. Every president, cashier, treasurer, secretary or other officer, and every agent of any banic, railroad, manufacturing or other corporation, who shall willfully and de- signedly sign, with intent to issue, sell, pledge, or cause to be issued, sold or pledged, any false, fraudulent or simulated certificate or other evidence of the ownership or trans- fer of any share or shares of the capital stock of such corporation, or any instrument purix)rting to be a oration, or by some amendment thereof, shall be punislied by fine not exceeding $2,000, and by imprisonment in the penitentiary not more than ten years, as the jury shall de- termine. See f 119, ante. ' ^^'f ' § 220. If any company, association or per- son ptits forth any sign or advertisement, and therein assumes, for the purpose of soliciting business, a corporate name, not being incorporated, or being incorporated, Vuts forth any sign or advertisement, as- suming any other or different name than that by which it is incorporated or authorized by law to act, such company, association or person sliall be fined not less than $10 nor more tlian $200, and a like sum for eacli day he or it shall continue to offend, after hav- ing been once fined. Charter to state corporate name. Ch. 32, § 2. Changing name. Ch. 32, §§ 50 et seq. Trusts and Combines. Pools, Trusts and Combines, Prohibited. AN ACT to provide for the punishment of persons, copartnerships or corporations forming pools, trusts and combines, and mode of procedure and mles of evidence in such cases. [Approved June 11, 1891; . in force July 1, 1891; amended by act ap- proved June 20, 1893, in foive July 1, 1893, and bj' act approved June 10, 1897.] § 269a. Be it enacted by the people of the State of Illinois, represented in the general assembly: If any corporation organized under the laws of this or any other State or country, for transacting or conducting any kind of business in this State, or any part- nership or individual or other association of persons whosoever, shall create, enter into, become a member of or a party to any pool, trust, agreement, combination, confederation or understauding with any other corporation, partnership, individual, or any other per- son, or association of pei'sons, to I'egulate or fix the price of any article of merchandise or commoditj', or shall enter into, become a member of or a party to any pool, agree- ment, contract, combination or confedera- tion, to fix or limit the amount or quantity of any article, commodity or merciiandise to be manufactured, mined, produced or sold in this State, such coiijoration, partnership or individual or other association of persons shall be deemed and adjudged guilty of a conspiracy to defraud, and be subject to in- dictment and punishment as provided in this act: Provided, however, That in the mining, manufacture or production of articles of merchandise, the cost of which is mainly made up of wages, it shall not be imlawful for persons, firms or corporations doing busi- ness in this State to enter into joint arrange- ments of any sort, the principal object or effect of which is to maintain or increase wages. See post, §§ 269k et seq. Consolidation of rail- roads. Ch. 32, § 57. § 269b. It shall not be lawful for any cor^ poration to issue or to own trust certificates, or for any corporation, agent, officer or employes, or the directors or stockholders of any corporation to eiater into any combina- tion, contract or agreement with any person or persons, corporation or corporations, or with any stockholder or director thereof, the ILLIXOIb. 45 Trusts and combines — R. S., ch. xxxviii, 269c-269h. purpose and effect of which combination, contnic-t or ag-reement shall be to place the management or control of such combination or combinations, or the manufactured prod- uct thereof, in the hands of anj' trustee or trustees, with the Intent to limit or fix the price or lessen the protluction and sale of an article of commerce, use or consumption, or to prevent, restrict, or diminish the manu- facture or output of any such article. § 2tj9c. If a corporation or a company, firm or association shall be found guilty of a violation of this act, it shall be punished by a fine in any sum not less than five hun- dred dollars (§;500j nor more than two thou- sand dollars ($2,000) for the first offense; and for the second offense not less than two thousand dollars (.$2,000) nor more than five thousand dollars (.S5,IKX)j; and for the third offense not less than five thousand dollars ($5,00<>) nor more than ten thousand dollars ($10,iX»0); and for eveiT subsequent offense and conviction thereof, shall be liable to a fine of fifteen thousand dollars ($15,000): Provided, That in all cases und^r this act either party shall have the right of trial by Jury, § 2G'Jd. Any president, manager, director or other otticer or agent or receiver of any corporation, company, firm or association, or any member of any companj-, fii-ni or as- sociation, or any individual found guilty of a violation of the first section of this act may be punished by a fine of not less than two hundred dollars ($200) nor to exceed one thousand dollars ($1,(XK)), or be punished by confinement in the county jail not to ex- ceed one year, or both, in the discretion of the court before which such conviction may be had. § 2G9e. Any contract or agreement in vio- lation of any provision of the preceding sec- tions of this act shall be absolutely void. § 209f. Any purchaser of any article or commodity from any individual, company or coi-poration transacting business contrary to any provision of the preceding sections of this act shall not be liable for the price or payment of such article or commodity, and may plead this act as a defense in any suit for sucli price or payment. § 209g. The fines hereinbefore provided for may be recovered in an action of debt, in the name of the people of the State of Illi- nois. If, upon the ti'ial of any cause insti- tuted under this act to recover the penalties as provided for in section three, the jury shall find for the people, and that the defend- ant has been before convicted of a violation of the provisions of this act, they shall re- turn such finding with their verdict, stating the number of times they find defendant so convicted, and shall assess and return with their verdict the amount of the fine to be Imposed upon the defendant in accordance with said section three: Provideering, moivautile, street, electric and " elevated railway, steamboat, telegraph, telephone, and municipal corpora- tion, and every incorporated express com- pany and water company, shall pay weekly each and every employe engaged in its busi- ness, the wages earned by such employe to within six days of the date of such payment: Provided, liowever, That if at auy lime of payment any employe shall be absent from his regular place of labor he shall be entitled to said payment at any time thereafter upon demand. § 14. Any corporation violating any of the provisions of this act shall be liable to a penalty not exceeding fiftj' dollars, anu not less than ten dollars for each violation, to be paid to the people of the State, and which may be I'ecovered in a civil action; Provided, an action for such violation is •com- menced within tliirty days from the date thereof; any person may bring an action in the name of the People of the State, as plaintift', against auy corporation Avhich neglects to comply with the provisions of this act for a period of two weeks, after having been notified in writing by such per- son tliat such action Avill be brought. On the trial of such action, such coi-poration shall not be allowed to set up any defense for a failure to pay weekly any employe engaged in its business the wages eanied by such employe to within six days of the date of sueli payment, otJier than a valid as- signment of such wages, or a valid set-off against tlie same, or the absence of such employe from his regular place of labor at the time of payment, or an actual tender to such employe at the time of payment of the wages so earned by him, or a breach of con- tract by such employe or a denial of the employment. No assignment of future wages payable weelv^j- under the provisions of this act shall be valid if made to the corporation from whom such wages are to l)ecome due, or to any person on behalf of sucli coi'poration, or if made or procured to 1)6 made to any person for the purpose of re- lieving such corporation from the obliga- tions to pay weekly under tlie provisions of this act. Nor shall any of said coiporations require an.v agreement from auy employe to accept wages at other periods than as pro- vided in section 1* of this act, as a condi- tion of employment. § l"). Tlie jienalties herein provided may be recovered in any court having civil juris- *§§ G antl 13. ILl.i.VOlS. 49 Child labor — R. S., ch. xlviii, §§ 16-20; Evidence — R. S., ch. U, §§ 15, 16. diction by such in the name of the person bringing the same. [Approved April 23, 1S91.] Truck stores prohibited, etc. §§ 6-12, aute. [Act of 1891, requiring the weekly paj-meut of wages, declared unconstitutional. Coal Co. v. Peo- ple. 147 111. 6G: s. c, 35 X. E. Rep. 62.] AX ACT to prevent child labor. [Approved Jiilv 17. 1891. L. 1891, p. 87; Legal News Ed., p. 139.] § IG. Be it enacted by the people of the State of Illinois, represented in general as- sembly, That it shall be unlaAvful for any person, firn) or corporation to employ or hire any child imder thirteen years of age except as hereinafter provided. See §§ 6 et seq., ante. § 17. In case it shall be made to appear to the board of education or of school direct- ors that the labor or services of any child constitutes and is the means of snpixtrt of any aged or infirm relative, and tliat such relative is in whole, or in part, dependent uiK)n such child, then the board of educa- tion or school directors shall issue to such child a certificate authorizing the employ- ment of such child; such certificate shall state the name, residence and age of such child, and a record thereof shall be liept by the board of education or school directors in a boolv kept for that pun^ose. § 18. No such certificate shall be granted to any child unless it shall be shown to the board of education or scliool directors, in which snclx child resides, that such child has attended some public or private day school for at least eiglit (8) weeks in the cuiTeut school year. § 19. No person, firm or corporation shall employ any child under tlie age of thirteen years, in any store, shopv factory or manu- facturing establishment, by the day or any period of time greater than one day, unless sucli certificate be furnished, nor shall he permit any such child to work in his em- ploy without such certificate. He or they shall be authorized to retain the certificate of any such child employed by him, which shall be evidence admissible in any court. § 20. Any person, firm or coii^oration who violates the provisions of this act and any father, guardian, or person having control of any child under the age of thirteen (].">) years, who willingly permits or consents to the employment of such child without such certificate as is prescribed by section 3* of this act, shall, for every offense, be fined in a sum not less than ten nor more than fifty dollars, for the use of public schools of the city or district in which such child resides. *§ 18. And every day of the employment of any such child shall be deemed a separate offense. Is not this act repealed by Act of June 9, 1897? See p. 58. CHAPTER LI. Evidence and Depositions. Sec. 15. Records, etc., of private corporations; how certified. 16. Form of certLflcate. AN ACT in regard to evidence and deposi- tion in civil cases. [Approved March 29, 1872; in force July 1, 1872. L. 1871-2, p. 405.] § 1.5. The papers, entiios and records of any corporation or incorporated association may be proved by a copy thereof, certified under the hand of the secretarj', clerk, casli- ier or other keeper of the same. If the cor- poration or incorporated association has a seal, the same shall be affixed to such cer- tificate. See ch. 32, § 5, subd. 2. Directors to keep record of all business. Ch. 32, § 13. [Secondary evidence of books and papers of a corporation is inadmissible in its behalf, where the original are under its control. Mandel v. L. C. Co., 154 111. 177; s. c, 40 N. E. Rep. 462. Records of corporation are admissible in evi- dence to show that a call upon the stock has been made. Mandel v. L. & C. Co., 51 111. App. 205.] § 16. The certificate of any such clerk of a court, city, village, town, county, or sec- retary, clerk, cashier, or other keeper of any such papers, entries, records or ordinances, shall contain a statement that sucli person j is the keeper of the same, and if there is no seal, shall so state. I [Failure of certificate so to state, renders papers inadmissible. Thompson v. Mason, 4 111. App. 452. Naming corporations by Initials in clerk's cer- I tificate is not valid objection, where meaning of I initials is proved aliunde, or by other parts of the certificate. Phillips v. Webster, 85 111. 146.] CHAPTER LXXIV. Interest. Sec. 8. Rate in contracts. 11. Corporation not to plead usury. AN ACT to revise the law in relation to the rate of interest, and to repeal certain acts therein named. [Approved May 24, 1879; in force Julv 1, 1879. Legal News Ed., p. 144.] § 8. When any written contract, wherever payable, shall be made in this State, or between citizens or corporations of this State, or a citizen or corporation of this State and a citizen or corporation of any other State, teiTitory or country (or shall be secured by mortgage or ti-ust deed on 50 ILLI.VOIS. Judgments; decrees; execution — R. S., ch. Ixxvii, §§ 52-55. lands in this State), such contract may bear any rate of iuterest allowed by law, to be taken or contracted for by persons or cor- porations in this State or which is or which may be allowed by law on any contract for money duo or owinf,' in this State: Provided however, That such rate of interest shall not exceed seven per cent, per annum. And if any such ixn*son or corporation shall con- tract to receive a greater rate of interest or discount than seven per cent., upon any such contract, such person or corporation shall forfeit the whole of said interest so con- tracted to be received, and shall be entitled only to rec-over the principal sum due to such person or corporation. See ch. 32, § 5, subd. 4. § 11. No coi'poration shall hereafter in- terpose the defense of usury in any action. See ch. 32, § 5, subd. 4. [Above section construed. Bank v. Ry. Co., 145 111. 208; s. c, 34 N. E. Rep. 135. Statutory provision that a corporation shall not Interpose the defense of usury will not prevent a corporation or its stockholders from obtaining re- lief against a usurious contract, when one or more of Its managers voting to make the contract had a personal interest therein. Higgins v. Lansingh, 151 111. 301; s. c, 40 N. E. Rep. 362. Above section applies to insurance companies. Ins. Co. V. Hadden, 28 111. 260. Agreement by cor- poration to pay eighteen per cent., binding in absence of fraud. Hurd v. Marple, 2 111. App. 402. Corporation held to be prohibited to plead usury. R. R. Co. v. Mills, 52 111. 174.] CHAPTER LXXVII. Judgments, Decrees, and Executions. Sec. 52. Stock may be sold on execution. 53. Mode of levy. 54. Mode of sale. 55. Certificate of officer; refusal, etc.; pen- alty. 50. Further proceedings. 57. Rights of purchasers. AN ACT in regard to judgments and decrees and the manner of enforcing the same by execution. [As amended by act approved June 22, 1883; in force July 1, 1883. L. 1883, p. 110; Legal News Ed., p. 92.] § 52. The share or interest of a stockholder in any con>ora.tion may be taken on execu- tion, and sold as hereafter provided; but in all cases, Avhere such share or interest has been sold or pledged in good faith for a valu- able consideration, and the certificate thereof has been delivered upon sucli sale or pledge such shares or interest shall not be liable to be taken on execution against the vendor, or pledgor, except for the excess of the value thereof orer and above the sum for which the same may liave been pledged and the certificate thei-eof delivered. See ch. .32, § 5. subd. 1, and cross-references. Transfer of stock, liability of stockholder. Ch. 32, § 8. [Statute must be strictly followed. Goss, etc., Co. V. People, 4 111. App. 510. Shares of stock arc not subject to attachment. Rhea v. Powell, 24 111. App. 77. But see contra, Bank V. Bvrani, 131 111. 97; s. c, 22 N. E. Rep. S42: Tlionipson v. Wells, 57 111. App. 436. Shartvs of stock which arc liable to be taken on (>xccuLion arc subject also to be taken on attach- ment. Thompson v. Wells, 57 111. App. 430. Shares of stock in a corporation can be attached or sold on execution only in the State creating such corporation. Reid v. Stephens, 62 111. App. 334.] § 53. If tlie property has not been attached in the same suit, the officer shall leave an atteste the books and papers of the coii)oration ; and tlie property shall be considered as seized on execution wlieii tlie copy is so left, and shall be sold in like manner as goods and chattels. [Shares of stock in a corporation are subject to attachment. If such shares have been attached in the suit in which the execution issued, tlie purchaser at sheriff's sale will be entitled to all dividends accruing after attachment. Bank v. Byram, 131 111. 97; s. c. 22 N. E. Rep. 842. The shares may be levied on by leaving an attested copy of the writ with the officer of the corporation in charge of the records. Id. The attested copy of the execution is not required to be left with such officer if the stock has been already attached in the suit. Id. Shares of stock, owned by a defendant in at- tachment, for which a certificate has not been issued, may be reached, by garnishment, in the hand of the corporation. Storage B. Co. v. Long, 41 111. App. 335. Proceedings by garnishment will not lie on the part of creditors of a corporation to recover the unpaid balance on shares of stock, as payment in full was less than the face value thereof. Sang C. M. Co. V. Richardson, 33 111. App. 280.] § 54. If the share is already attached in tlie same suit, tlie officer shall proceed in seizing and selling it on the execution, in the same ma.iner as in selling goods and chattels. § 55. The officer of tlie company wlio keeps a record or account of the sliares or interest of the stockliolders therein, sliall, upon the exhiliiting to him of the execution, be bound to give a certificate of tlie number of shares or aiuount of the interest held by tlie judg- ment debtor. If he refuses to do so, or if he willfully gives a false certificate thereof, he shall be liable for double the amount of all damages occasioned by such refusal or false certificate, to be recovered in any proper action, unless the judgment is satis- fied by the original defendant. [Before officer of corporation can be legally compelled to furnish officer such certificate, he may require not only exhibition to him of execu- tion, but also deliverv to him of attested copy thereof. People v. Mfg. Co., 99 111. 355. It is the object of section .55, chapter 77. Re- vised Statutes, to require official having charge of records of corporation, against which process is issued, to disclose shares or interest of stock- liolders in corporation in order to enable the sheriff to individually levy his writ, such shares ILLIXOTS. 51 Service of summons; practice — R. S., ch. Ixxix, § 23; ch. ex, § 5. and Interests being subject to attachment and execution. Thompson v. Wells, 57 111. 43G.] § 56. An attested copy of the execution and of tbe return thereon shall, Avithin fifteen days after the sale, be left with the officer of the company Avhoso duty it is to record transfers of shai-ies; and the purchaser shall thereupon be entitled to a certificate or cer- tificates of the shares bought by him upon payinfr the fees therefor and for i-ecording the transfer. See ch. 32, § 3, and cross-references. [Title to stock can onlj' pass, as against judg- ment creditor, by transfer on books. §§ 52-56, cited. Bank v. Gridley, 91 111. 457. Between vendor and vendee, no entry on books is neces- sary. Id. Such shares not mere securities for money. Campbell v. Morgan, 4 111. App. 100.] § ^>7. If the shares or interest of the Judg- ment debtor had been attached in the suit in which execution issued, the purchaser shall be entitled to all the dividends which have accrued after the attachment. CHAPTER LXXIX. Justices and Constables. Summons. Sec. 23. Service on corporations. AN ACT to revise the laAV in relation to jus- tices of the peace and constables. [Ap- proved June 26, 1895; in force July 1, 18S)5, p. 182.] § 23. An incorporated company may be served by leaving- a copy of the summons with its president, secretaiy, superintendent, general agent, cashier or principal clerk, if either can be found in the county in which the action is brought; if neither shall be found in the countj-, then by leaving a copy of the summons Avith any director, clerk, en- gineer, conductor, station agent, or any agent of such company found in the county. See ch. 32, § 5, subd. 1, and cross-references. Corporation acting by attorney. Ch. 32, § 66. Service on corporation. Ch. 110, §§ 5-11. [General solicitor of a corporation is not a person named in the statute providing for ser- vice of process upon corporations, and an officer making service upon him must take the responsi- bility of saying whether or not he is an agent of the corporation. R. R. Co. v. Man. Co., 55 111. App. 231. Service on any agent of company sufficient In absence of officers designated. R. R. Co. v. Tel. Co., 22 III. 3,33. Return that summons was served by reading to company, fails to show statutory sorvico and con- fers no jurisdiction. Mining Co. v. Schirmer, 64 111. 100. Copy of summons must be left either with presi- dent, secretary, etc., or with certain other officers named. The former class is primary, and service on latter is good only when failure to serve on the former is accounted for satisfactorily. R. R. Co. V. Dawson, 3 111. App. 118.] CHAPTER ex. Practice. Sec. 5. Service on corporations. 7a. Receiver of corporations, how served. 11. Process in mandamus and quo warranto. AN ACT in regard to practice in courts of record. [Approved February 22, 1872.] § 5. An inconx)rated company may be served Avitli process by leaving a copy thereof with its president if he can be found in tlio county in Avhicli the suit is brought, if he shall not be found in the county, then by leaA'ing a copy of the process with any clerk, secretary, superintendent, general agent, cashiei', principal, director, engineer, conductor, station agent or any agent of said company found in the county, and in case the proper officer shall make return upon such process tliat he cannot in liis county find any clerk, secretary, superintendent, general agent, cashier, iirincipal. director, engineer, conductor, station agent or any other agent of said company, then such com- pany may be notifi*Hl liy publication and mail in like manner and Avith like effect, as is provided in sections twelve (12) and tliir- teen (13) of an act entitled " An act to regu- late the practice in courts of chancery." ap- proved March l."». 1872. (As amended by act approved Mav 20, 1877; in force July 1, 1877. Laws of 1877, p. 147.) See c)i. 32, § 5, subd. 1, and cross-references. Service on corporation. Ch. 79, § 23. [Legislature has power to regulate the practice concerning service of summons on corporations. Ace. Assn. V. Riel, 38 111. App. 425. Jurisdiction of, is not had by service of sum- mons on a director who is a plaintitf. St. L., etc., Co. V. S. C. & M. Co., Ill 111. 38; Mining Co. V. Edwards, 103 id. 472. Return on summons served, etc., " E. N. K., director and treasurer of said company, the presi- dent of said company not found in my county," dated, is good. Chicago, etc., Co. v. Cong., etc., Co., Ill 111. 312. Return of process, unable to find president in county; due organization and representation by president and that he was a resident at the time of issue and service does not put the return in issue. Id. Defendant corporation may plead in abatement to service of process, by contradicting sherift's return. Id. Service of summons on a non-resident corpora- tion cannot be had by leaving a copy thereof with a director found in the county wherein suit is brought, if such director is there on his private affairs and not on corporate business. Silsbee v. Hotel Co., .30 111. App. 206. A mere casual offer to receive a proposition re- lating to the business of a corporation is not the transaction of business by an agent, authorizing the conclusion that the company is transacting its business in this State. R. R. Co. v. Hook, 40 111. App. 55G. To be found within the State a foreign corpora- tion must have sent its agents on whom service is made, to the State to conduct its business therein, either continuously or for a time, so as to complete a transaction or enterprise, or, at least, charged with the duty of contracting or negotiating within the State for the company. Id. 52 ILLIXOIS. Practice; quo wnrrauto — R. S., ch. ex, §§ 7a, 11; ch. cxii, § 1. Service of a writ upon a corporation by de- liverliiK a copv to vice-president is bad. Build- lug Assn. V. Cook, 46 111. App. 271t. tservioe on corporations l).v publication. Coal Co. V. Hughes. 45 III. App. 500. \l>ove section applies to foreign corporations. Hannibal, etc., Co. v. Crane, lOli 111. 249; Penn. Co V. Sloan. 1 id. 3CA. But not to ft)reign cor- porations liaving no office or agent here, whose «.tlice is only teniporiiriiy in the State. R. R. Co. V. McDermid. 01 111. 170. AVhere foreign cor- poration has no office bore, service on its agents, of limited powers, insufficient. Union Pac. Co. V. Miller. 87 111. 45. Service on general agent in this State of cor- poration would seem to be sufficient. Clarljson V. Dispatch. 6 111. App. 284. Foreign insurance company may bo served with process under above section.' Johnson v. Ins. Co., 11 Biss. 452. Foreign corporation doing business in Illinois may be sued here in Federal court, though no spe'cillc forn" of service is provided by statute. Packing Co. v. Hunter, 8 Biss. 429. Under above section, service on corporation must be by delivering a copy to proper person, not by reading. R. R. Co. v. Joiner, 72 111. 520. Defective service on corporation is onred by appearance. Bills t. Stanton, 69 111. 51. Even tliongb defendnut is a foreign corporation. Clark- son V. Dispatch, G 111. App. 284. Return of service on officer other than president must state that latter cannot be found. Mill Co. V. Bank, 80 111. 587. Return that president was not found in city of A. insufficient; should be, not fouud in county. Ins. Co. V. Abcns, 3 111. App. 488. Service on A. B. " as president," or " as secre- tary." is insufficient. It must state he is presi- dent or secretary. Tel. Co. v. Kennedy, 24 111. 319: Mill Co. v. Bank, 86 id. 587. An Illinois insurance company, by taking a risk In AVisconsin, voluntarily submits itself to the laws of that State as to service of process upon foreign corporations. Ins. Co. v. Thompson, 155 111. 204; s. c, 40 N. E. Rep. 488. Judgment of another State against a domestic corporation, upon service made upon one declared by statute of such State to be an agent of such corporation will be enforced in Illinois, where such corporation has voluntarily transacted busi- ness in such other State in such manner as to bring itself within its jurisdiction. Id.] § 7a. That the receiver or receivers of any incoi-porated company may be served with process by leaving a cojjy of such process "witli such receiver or receivers, if he or they can be found in the county in which the suit is brought; if he or they shall not be found in the county, then by leaving a copy of such process with any clerk, secretai-y, superintendent, general agent, engineer, con- ductor, station agent, or any agent in the employ of such receiver or receivers who . may be fotnid in the county in wliich such suit is brought. (As nniendwl by act ap- proved and in force Mav 3, 1889.' L. 1889, p. 98.) See oh. 32, S 25. § 11. It shall not be nec;?ssary hereafter, In any action of mandamus or quo warranto, to set out the cause of the action in tlie writ, but it shall be sufficient to summon the defendant in a summons in the usual form, comm.anding tlie defendant to appear and answer the plaintiff in an action of mandamus or quo warranto, as tlie case may be, and the issues shall be made up by answering, pleading or demurring to the pe- tition as in other cases. Quo warranto. See ch. 112. CHAPTER CXII. Quo Warranto. Sec. 1. When and at whose Instance writ may issue. 2. Summons — when returnable. 3. Service of summons — by copy of Informa- tion. 4. Defendant served must plead, etc.— de- fault. 5. Time to plead, etc. 6. Judgment. 7. Appeal — error. AN ACT to revise aie law in relation to quo waiTanto. [Approved March 23, 1874.] Section 1. Be it enacted by the people of the State of Illinois, represented in general assembly. That in case any person shall usurp, intrude into, or unlawfully hold or execute any office or franchise, or anj' office in any corporation created by authority of this State, (or any person shall hold or claim to hold or exercise any privilege, exemption or license, which has been improperly or without warrant of law issued or granted by any officer, board, commissioner, court, or otlier person or persons authorized or em- powered by law to grant or issue such privi- lege, exemption or license,) or any public officer shall have done, or suffered any act which, by the provisions of law, woriis a forfeiture of his office, or any association or number of persons shall act within this State as a corporation without being legally incorporated, or any coiiwration does or omits any act which amounts to a suiTender or forfeiture of its rights and privileges as a corporation, or exercises powers not con- fen-ed by law, or if any railroad company doing business in this State, shall charge an extortionate rate for the transportation of any freight or passenger, or shall make any unjust discrimination in tlie rate of freight or passenger tariff over or upon its railroad, the attorney-general or State's attorney of the in'oper county, either of his own accord or at the instance of any individual relalor, may present a petition to any court of rec- ord of competent jurisdiction, or any judge thereof in vacation, for leave to file an in- formation in the nature of a quo Avarranto in the name of the people of the State of Illinois, and if such court or judge shall be satisfied that there is probable ground for the proceeding, the court or judge may grant the petition, and order the information to be filed and process to issue. WhcMi it appears to tlie court or judge that the several rights of divers parties to the same office or fran- chise, privilege, exemption or license, may projiorly be determined on one (1) informa- tion, tlie court or judge may give leave to join all of such persons in the same infor- mation, in order to tiy their respective rights ILLIXOIS. 53 Quo warranto — R. S., ch. cxii, §§ 1-7. to such office, franchise, privilege, exemp- tion or license. Forfeiture of charter for not organizing. Const., art. XI, § 2. Dissolution of corporation. Ch. 32, S 149. [Whore corporation does no private injury, and cniripits no offense against the public alone, the State may either punish or waive the right to do so. People v. R. R. Co., 54 111. App. 349. Franchise may be forfeited and corporation dis- solved through" non-user or abuse of the fran- chise. E. C. Inst. V. People, 112 111. 363; s. c, 32 N. E. licp. 494. Individuals acting as a corporation, limiting their liability and assuming perpetuity, will be liable to judgment of ouster. Greene v. People, 150 111. 513; .s. c. 37 N. E. Rep. 842. An injunction lies In a suit on behalf of the people br the attorney-general to restrain a cor- poration " from doing illegal acts and exceeding its powers in an unlawful direction. Chicago v. People, 60 111. App. 488. Corporation exceeding its powers; election of remedies by the attorney-general. Id. Failure of a banking corporation to transact business for fifteen years held ground for a judg- ment of oustei-. Henderson Loan & Real Estate Assn. V. People, 45 N. E. Rep. 141. Where by quo warranto a purchaser of the franchises of another company is absolutely barred from exercising the privileges dependent thereon, it could not transfer any right acquired by such company. Wilmington W. P. Co. v. Evans, 46 N. E. Rep. 1083.] § 2. On the filing of such information, the clerk of the court shall issue a summons in lilie form as other summons, commanding the defendant to appeal* at the return term thereof, to answer the relator in an informa- tion in the nature of a quo warranto. If the information is filed in vacation, the sum- mons shall be made returnable on the first day of the next succeeding term; if in term time, it may be made returnable on any day of the same term, not less than five days after the date of the writ, as shall be di- rected by the court. See ch. 32, § 5, subd. 1, and cross-references. § 3. The summons may be ser^-ed in the Fame manner as other summons in suits at law, but if any defendant resides or is out of the St. ate, he may be served with a copy of the information in the same manner and witli like effect, and the service may be proved in the same way as provided in the case of bills in chancei-y. Service of summons. Ch. 79, § 33. § 4. Every defendant who shall be sum- moned or served with a copy of the informa- tion as required in this act, shall be held to demtir or plead to the information on the return day of the summons, or when served with a copy of tlie information at the expira- tion of tlie time required to be given, or within such further time as may be granted by the court, or in default thereof, judg- ment mav be taken nil dicit. § 5. The court in which any information, as aforesaid, is filed, may allow the relator or any defendant sucli convenient time to plead, reply or demur, as it shall deem just and reasonable. [Pleadings in quo warranto should conform, as far as possible, to general principles and rules which govern civil actions. Distilling Co. v. Peo- ple, 156 111. 448; s. c, 41 N. E. Rep. 188.] § 6. In case any person or corporation against whom any such information is filed is adjudged guiltj', as charged in the infor- mation, tlie court may give judgment of ouster against such person or c-orporatioc from the office or francliise, and fine such person or corporation for usurping, intrud- ing into, or unlaAvfully holding and execut- ing sucli office or franchise, and also give judgment in favor of the relator for the costs of the prosecution: Provided, That instead of judgment of ouster from a franchise for an abuse thereof, unless the court is of the opinion that the public good demands such judgment, the court may fine tlie person or corporation found guilty in any sum not exceeding $2.5,000 for each offense. When- ever judgment is given for any defendrint in such information, the person or coi-poration to whom judgment is given shall recover costs against the relator. § 7. Appeals and writs of error may be taken and prosecuted in the same mnnaer and upon the same terms, and with like effect as in other civil cases. [Review of information on appeal. Distilling Co. V. People, 156 111. 448; s. c, 41 N. E. Rep. 188.] CHAPTER CXX. Revenue. Sec. 1. What property assessed and taxed. 3. Rules for valuing personal property. 6. Who shall list and what listed. Where Listed and Assessed and What • Held to be Personal Property — Manner of Listing. Sec. 7. Where personal property listed. 13. Personal property of banks and others not specially provided for. 14. Gas and coke companies. 15. Personal property of street railroads, toll roads, etc. 16. Of stage companies. 17. Of express companies, etc. 20. Interest on bonds. 26. Assessors may examine under oath — re- fusal to answer — perjury. Rules for Listing Credit. Sec. 27. What debts deducted from credits. 28. What debts not deducted. 30. Listing and valuing property of banks, etc. 54 ILLINOIS. Assessment and taxation — R. S., ch. cxx, §§ 1-7. Listing Capital Stock of Corporations and Franchises of Persons. Sec. 32. Rnles for listing cnpital stock of corpora- tions — sworn statement. 33. Schedules returned, etc. 34. Frnnchlse to be listed and valued. AN ACT for the assessment of property auJ for the levy and collection of taxes. [Ap- l.i-oved March 30, 1872; iu force July 1, 1872.] Section 1. Be it enacted by the people of th<- State of Illinois, represented in jreueral assembly, That tlie property named m thi.s section "shall be assesseration or person is locatee listed and assessed in the county, town, city or district where they are usually kept. See § 3, ante. § 17. The personal property of express or traLsportation companies shall be listed and assessed in the county, town, district, vil- lage or city where the same is usually kept. See I 3, ante. § 20. Persons, for tliemselves or others, holding bonds or stocks of any kind, the principal of which bonds or stocks has been or may hereafter l)e exempt from taxa- tion, shall list the amount of accrued in- terest on such bonds, without regard to the time when the .same is to be paid. See § 1, ante. § 20. That whenever the assessor shall be of opinion that the person listing property for himself or for any other person, com- pany or corporation, lias not made a full, fair and complete schedule of such prop- erty, he may examine such person tuuler oath in regard to the amount of tlie prop- erty he is required to schedule, and for that purpose he is authorized to administer oaths; and if such peisoii shall refuse to ausvser under oath and a full discovery lualie, the assessor may list the projierty of such person or his principal, according to his best judgment and information. If the person so examined shall swear falsely, he shall be guilty of perjury, and punished accordingly, [Private corporations are under duty to furnish the assessor a schedule of taxable property, under oath, when called on by the assessor for that purpose. X. Y., etc., Exch. v. Gleason, 121 111. 508; s. c, 13 X. E. Rep. 204. The statement to the assessor who calls for a schedule of the corporate property that its only personalty is its office furniture, etc., does not relieve him of his duty — if no schedule is pre- sented — of assessing the corporation according to his best judgment and information. Id.] § 27. In making up the amounts of cred- its which any person is required to list for himself, or for any other person, com- pany or coi^poration, he shall be entitled to deduct from the gross amount of credits the amount of all bona fide debts owing by such * * * r-ompany or cor- poi'ution, to any other person, company or corporation, for a consideration received; but no acknowledgment of indebtedness not founded on actual consideration, believed ^vlien received to have bet n adequate, and no such acknowledgment made for the ))ur- pose of being so deducted, shall be consid- ered a debt Avithin the meaning of tliis sec- tion; and so much onl}^ of any liability, as siu'etj' for others, sliall be deducted as the person making out the statement be- lieves he is legally and equitably bound, and will be compelled to pay on account of the inability or insolvency of the principal debtor: and if there are other sureties who are able to contribute, then only so much as 56 ILLINOIS. Listing credit -R. S., ch. cxx, §§ 28, 30, 32, 33. the surety in whose behalf the statement is niaOe will be bound to contribute: Provided, That nothing in this section shall be so con- strued as to apply lo any banlc, company or corporation exercising baiilviug powers or privileges, or to authorize any deductions allowed bv this section from the value of any other "item of ta:xation than credits. See S 1, ante. § 28. No person, company or corporation shall be entitJed to any deduction from the amount of any bonds, stocks, or money loaned, or on account of any bond, note or obligation of any kinu, given to any insur- ance company on account ♦ * * of any unpaid subscription to any religious, literary, scientific or charitable institution or society, nor on account of any subscription to or in- stallment payable on the capital stock of any company, whether incorporated or un- incorporated. § 30. Every bank (other than a national bank), banker, broker or stock jobber, sliall. at the time fixed by this act for listing per sonal property, make out and fui-nish the assessor a sworn statement, showing: First. The amount of money on hand or in transit. Second. The amount of funds in the hands of other banks, bankers, brokers, or others, subject to draft. Third. The amount of check, or other cash Items, the amount thereof not being included in either of the preceding items. Fourth. The amount of bills receivable, discounted or purchased, and other credits due or to become due, including accounts receivable, and interest accrued but not due, and interest due and unpaid. Fifth. The amount of bonds and stocks ot every kind, and shares of capital stock of Joint-stock or other companies or corpora- tions, held as an investment, or in any way representing assets. Sixth. All other property appertaining to said business, other than real estate, (which real estate shall be listed and a.ssesse cuniary profit formed in any other State, territory or counti-y. before it shall be au- thorized or permitted to transact business In this State, or to continue business therein, if already established, shall have and maintain a public office or place in this State for the transaction of its business, where legal ser- vice may be obtained upon it and where proper books shall be kept to enable such corporation to comply with the constitu- tional and statutory provisions governing such corporations; and such corporation shall be subjected to all the liabilities, re- strictions and duties which are or may be Imposed upon corporations of like character organized under the general laws of this 20 State, and shall have no other or greater po\\ ers. And no foreign corporation estab- lished or maintained in any way for pe- cuniary profit of its stockholders or niem- ber.a shall engage in any business other than that expressly authorized in its charter, or the law of tliis State under which it may come, or shall it hold any real estate except si'cli as may be necessary and proper for carrying on its legitimate iausiness. And no corix)ration incorporated under the laws of any other State, territory or country, doing business in this State, shall be permitted to mortgage, pledge or otherwise encumber its real or pei"Sonal property situated in this State to the injury or exclusion of any citi- zen or corporation of this State who is a creditor of such foreign corporation. And no mortgage by any foreign corporation, ex- cept railroad and telegi'aph companies, given to secure any debt created in any other State, shall take effect as against any citizen or corporation of this State, until a,ll its liabilities due to any person or conx>ration in this State at the time of recording such mortgage have been paid and extinguished. § 2. Every company inconsorated for pur- poses of gain under the laws of any other State, territory or country, now or hereafter doing business within this State, shall file In the office of the secretary of State a copy of its charter or articles of incorporation, or in case sucli company is incorporated merely bv a certificate, then a copy of its certificate of incorporation, duly certified and authen- ticated by the proper authority; and the principal or agent in Illinois of the said cor- poiation shall make and forward to the secretary of State, with the articles or cer- tificates above provided for, a statement duly sworn to of the proportion of the capital stock of the said coii^oration which is represented by its property located and business transacted in the State of Illinois; and such coii)oratJon shall be required to 58 ILLINOIS. Employment of children — Act, June 9, 1897. pay ipto the office of the secretary of State of this State, upon the proportion of its capital stock represented by its property and business in Illinois, incorporating taxes and fe>-'S equal to those required of similar coriwratious formed within and under the laws of this State. Upon a compliance with the above provisions by said corporation, the secretary of State shall give a certificate that said corporation has duly complied with the laws of this State and is authorized to do business therein, stating the amount of its entire capital and of the proiwrtion thereof which is represented in Illinois; and sucl:- certiticates shall l)e taken by all courts in tills State as evidence that the said corpo- ration is entitled to all the rights and benefits of this act, and such corporation shall enjoy those rights and benefits for the lime set forth in its original charter or articles of association, unless this shall be for a greater length of time than is contem- plated by the laws of this State, in which event the time and duration shall be reck- oned from the ci-eation of the corporation to the limit of time set out in the laws of this State Provided, That nothing in this act shall be taken or construed into releasing foreign loan, building and loan, or bond in vestment companies, or otlier corporations, on the partial payment or installment plan, from any provisions of law I'equiring them to make a deposit of money with a proper officer of this State to protect from loss the citizens of this State who may do liusiness with such loan, building and loan or bond in- vestment companies, or other corporations: I'rovided. That the requirement of this act to pay incorporating tax or fee shall not ap- ply to railroad companies which have here tofore built their line of railway into or through this State: And, provided, further, That tlie provisions of tliis act are not in- tended to, and shall not, apply to " drum- mers " or traveling salesmen soliciting busi- ness in this State for foreign corporations which are entirely non-resident. § o. Every corporation for pecuniary profit formed in any other State, territory or country, now doing business in, or which may hereafter do business in this State, which sliall neglect or fail to comply with the conditions of this law, siiall be sul).iect to a fine of not less tlian one thousand dol- lars, to be recovered before any court of competent jurisdiction; and it is hereby made the duty of the secretary of State, immediately after September first of the year eighteen hundred and ninety-seven, and as often thereafter as he may he ad- vised that corporations are doing business In contravention to this act. to i-ei)ort tlie fact to the prosecuting attorney of the county in whicli the business of such cor- poration is locateurteeii years shall be employed, permitted or suffered to work for Avages at any gainful occupation hereinafter mentioned. § 2. It shall be the duty of every person, firm or corporation, agent or manager of any firm or corporation employing minors in any mercantile institution, store, office, laundry, manufacturing establishment, fac- tory or worksliop within lliis State to Iceep a register in said mercantile establishmenr, store, office, laundry, manufacturing estab- lishment, factory or worlishop in which said ILLINOIS. 59 Employment of children — Act, June 9, 1897. mii.'ors shall be employed or permitted or suffered to work, in which register shall be recorded the name, age and place of resi- dence of every child employed or permitted or suffered to work therein under the age of sixteen years, and it shall be unlawful for any person, firm or corporation, agent or manager of any firm or corporation to hire or employ, or to permit or to suffer to work In any mercantile institution, store, oflice, laundry, manufacturing establishment, fac- tory, or workshop, any child under the age of sixteen years and over the age of fourteen, unless tliere is first provided and placed on file in sucli mercantile institution, office, laundry, manufacturing establishment, fac- tory or worksliop an affidavit made by the parent or guardian stating the name, date and place of birth of such child. If such child shall have no parent or guardian, then such affidavit shall be made by the child. And fhe register and affidavits herein provided for shall, on demand, be produced and shown for inspection to the State fac- tory inspector, assistant State factory in- spector, or deputy State factory inspector. § 3. Every person, firm or corporation, agent or manager of a corporation employ- ing, or permitting or suffering to woi*k chil- dren under the age of sixteen years, and over the age of fourteen years, in any mer- cantile institution, store, office, lauudry, manufacturing establishment, factory or workshop shall post, and keep posted in a conspicuous place in evary room in which such help is employed, or permitted or suffered to work, a list containing the name, age and place of residence of every person under the age of sixteen years employed, permitted or suffered to work in such room. § 4. No person under the age of sixteen years shall be employed or suffered to work for wages at any gainful occupation more than sixty hours in any one week, nor more than ten hours in any one day. § 5. The presence of any person under sixteen years of age in any manufacturing cstiiblislimciit, factory or woi'kslio]) shall constitute prima facie evidence of his or her employment therein. § G. No child under the age of sixte^'n years shall be employed, or permitted or suffered to work by any person, firm or cor- poration in this State at such extra hazard- ous employment whereby its life or limb is in danger, or its health is likely to be in- jured, or its morals may be depraved. § 7. It shall be the duty of the State fac- tory inspector to enforce the provisions of this act, and to prosecute all violations of the same before any magistrate or any court of competent jurisdiction in this State. It shall be the duty of the State factory in- spector, assistant State factory inspector, and of the deputy State factory inspectors, under the supervision and direction of the State factory inspector, and they are bereby authorized and empowered to visit and in- spect, at all reasonable times, and as often as possible, all places covered by this act. § 8. The words " manufacturing estab- lishment," " factory," or " workshop," as used in this act, shall T)e construed to mean any place where goods or products are manufactured or repaired, dyed, cleaned or sorted, stored or packed, in whole or in part, for sale or for wages, and not for personal use of the maker, or his or her family or en^ployer. § 9. Any person, firm or corporation, agent or manager of any corporation, who, whether for himself or for such firm or cor- poration, or by himself or through sub-agents or foreman, shall violate or fail to comply witli any of the provisions of this act shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be fined not less than ten dollars ($10) nor more than one hundred dollars ($100) for each offense. Any corporation Avhich, by its agents, officers or servants, sliall violate or fail to comply witli any of the provisions of this act shall be liable to the above penalties, which may be recovered against such corporation in an action for debt or assumpsit, brought before any court of competent jurisdiction in this State. § 10. All acts or parts of acts inconsistent with this act are hereby repealed. (Approved June 9, 1897.) fiee Statutes, ch. 48. INDEX TO ILLINOIS. ADMINISTRATOR. (See Executor.) AGENTS, CORPORATE: ^«se. directors may determine upon 18 rights and liabilities 20, 21 acts of, liability of corporation for 20 unlawful exercise of power by, liability for 28 ARTICLES OF INCORPOR.ITION: contents of 10 to be filed in office of secretary of state 10 license to be issued upon 10, 11 fee for filing 11 and certificate to be recorded lii certified copy, evidence 36 of foreign corporation, to be filed 57 ASSESSORS: examine persons listing property 55 ATTACHMENT: creditor may hare ^ ATTORNEY: foreign corporations may act by 41 powers and liabilities 41 BANKS: personal propei'ty, where listed for taxation 55 deductions made on sworn statement 56 BLACKLISTING: of employes, a crime 43 BOOKS OF ACCOUNT: to be kept by corporation 27 inspection of, by stockholders 27 BORROW: corporations may 16 BOYCOTT: of business of employer by employes 43 BY-LAWS: directors may adopt IS, 19 legality of 22 prescribing penalties for failure to pay subscriptions 22 levy of assessments, to provide for 27 meetings of directors, to provide for 29 CAPITAL STOCK: municipality not to subscribe to 8 articles of association to state amount 10 indebtedness exceeding, liability for 28 diminished by illegal dividends, liability for 29 increase or decrease, meeting of stockholders for 38 listing of, for taxation 54 valuation of, how determined 54 whera listed 54 62 IKDEX TO ILLmOIS. CERTIFICATE: ^^S^- o{ organization, when issued 12 paperii to accompany 12 filed and recorded in oflicc of county recorder of deeds 12 CriARTEIt. (Seo Articles of Incorporation.) CHILDREN: employment of, regulated -i*^- 58 COMBINES: for fixing prices, prohibited 44 what constitutes 46 proceedings to preA-ent 44, 45 contracts with, illegal 45 fines, how recovered 45 affidavit that corporations are not members of 45 COMMISSIONERS (Seo License to Commissioners): to receive subscriptions, license to 11 meetings of, for organization of corporation 12 notice of meetings, to be given to subscribers 12 proceedings upon organization, report of, to be filed 13 CONSERVATOR. (See Guardian.) CONSOLIDATION: of corporations, meetings of stockholders for '6ii meetings for, how conducted ^39 certificate, to be filed 39 liability for debts 40 for fixing prices 44 CONSPIRACY: for establishing boycott or blacklist 43 against trade, forming a trust is 47 CORPORATIONS: credit of state not loaned to 6 special privileges to, prohibited 6 taxation to be uniform 6 not to be created by special law 7 organization of, for pecuniary profit 10 number of incorporators 10 general powers 13-18 general assembly, may regulate 26 CREDIT: of state not to be loaned 8 CREDITORS: remedies of, against stockholders 30 CUMULATIVE VOTING: for directors 12 DEBTS, CORPORATE: liability of stockholders for 24 action against corporation and stockholder 24 exceeding capital stock, liability of directors and officers for 27 unlawful exercise of powers by officers, liability for 28 illegal dividends declared by officers 29 suit on account of, when brought 30 DIRECTORS: election of, general assembly may provide for 7 stockholders may vote at 12 divided into classes 12 corporate powers exercised by 18 number of, how changed 18 officers determined by 18 by-laws, may adopt 18 IXDEX TO ILLINOIS. 63 DIRECTORS— (Continuod): Page. powers and liabilities 19 payment of subscriptions, may rofculate 22 penalty for failure to make, may presoribe 22 books of accounts to be kept ~ open to inspection of stockholders 2' failure to elect, not to dissolve 2' assessments levied by 2 excessive indebtedness, liability for 2 unlawful exercise of powers by 28 unlawful combines, trusts and poi'ation operating a steamboat or steamboats, process against such corporation, if none of the aforemen- tioned persons uiK)n -whom service can be made is found in the county in which said process issued, then such process may be served upon any Avharfmaster of any wharf boat in the State over and upon which said corporation receives or discharges freight or passengei-s: Provided, however. That process shall not be sei-ved upon any such person, officer, or agent when he is plaintiff in the suit; but in such cases process shall be served upon some other such person, officer, or agent of the coriwration than such plaintiff; and in case the defendant be a foreign coi-poration. having no such person, officer, or agent, resident in the State, service may be made in the same manner as against other non-residents. Power of corporation to sue and be sued. § 3425, and note. Actions commenced, where. § 310 et seq. [Tliis section designates three classes of officers or agents of corporations, upon wliom process may be served; first, cliief officers; second, offi- cers of secondary ranlj; tliird, any person au- thorized to transact business in the name of the corporation. Ry. Co. v. Owen, 43 Ind. 405. Service on a local freight agent is good, though superintendent and director resides in the county, and conductors daily pass on the trains. Id. Service upon agent of telegraph company, there being no higher officer in the bailiwicli, was held sufficient. Tel. Co. v. Lindley, 62 Ind. 371. Where person upon whom process was served was agent of the corporation in the county only where action was commenced, and contract sued on was made out of the State and not connected with the business of his office, there is no juris- diction. Ins. Co. V. Black, 80 Ind. 513. Above section relates to foreign corporations In general, and has no application to such cor- porations as are under special regulations. Rehm V. Ins. Co. ife Sav. Inst., 125 Ind. 135; s. c, 25 N. E. Rep. 173. Service of summons on a local agent held good against a domestic insurance company having its home office in another county, though the action did not grow out of, and was not connected with, the business of the office where the suit was brought. Globe Ace. Ins. Co. v. Reid, 47 N. E. Rep. 947.] § 320. The clerk, by order of the court, if in session, or in vacation without such order, shall cause a notice of the pendency of any action, and the term at which the same will stand for trial, to be published for three weeks successively, in some newspaper of general circulation, named by the plaintiff or his attorney, printed in the English lan- guage, and published in the county (or if none be printed or published thereiu, then in Hie county in this State nearest thereto in which any such paper may be printea), in either of the following cases shown by affidavit: First. When the defendant is a foreign corporation and has property within the State, or the cause of action arose therein. ARTICLE X. Pleadings. Sec. 3G2. Interrogatories to be answered by cor- porations. § 362. Either party may propound inter- rogatories, to be filed with the pleadings, relevant to the matter in controversy, and require the opiX)Site party to answer the same under oatli. And corporations, through their proper officers, agent, or agents, shall be required to answer interrogatories as natural persons. * * * ARTTICLE XXVI. Execution. Sec. 735. Against shares of stock. § 735. Shares of stock in any corporation or company may be levied upon and sold in the county where the office and books showing the shares of stock and stock- holders of the corporation or company are kept; and. the sheriff shall transfer tihe stock, subject to the rights of the corpora- tion or company. The sheriff shall have access to the books of any corporation or company in his county, for the purpose of making the levy; and if refused access, the court shall enforce the right. The shares of stock subject to be levied upon shall be bound by the execution from the time of the levy; and when such levy is made, the sheriff shall leave a notice thereof with the officers of the company, and such levy shall constitute a lien upon the stock from the time of such levy. [Mandate lies to compel the officers of a bank to give a sheriff access to its books to transfer stock of the bank to one whom he has sold such stock on execution. State ex rel. Koons v. Bank, 89 Ind. 302.] ARTICLE XXXI. Attacliments. Sec. 925. Causes. 945. Statement of garnishee and examination. 970. Wages; parties non-resident, no juris- diction. 971. Wages for one month exempt. 972. Garnishee may pay one month's wages. § 925. The plaintiff, at the time of tiling his complaint, or at any time afterward, 4 f INDIANA. Attachment; change of name; receivers — Civ. Pro., §§ M5, 970-973, 1012-1016. may have an attachment against the prop- erty of the defendant, in the cases and in the* manner hereinafter stated, where the action is for the i-ecovery of money: First. Where the defendant, or one of several defendants, is a foreign corpora- tion or a non-resident of this State. :K>tc>|c ****** § 945. It shall be the duty of any officer or agent of any association or corporation, and of every otlier person summoned as a garnishee, when sei-ved, or -within five days afterward, to furnish the sheriff with a certificate of the number of shares or rights of the defendant in the stock of such cor- poration or association; or a description of the proiierty held by such corporation, as- sociation, or person, belonging to or for the benefit of the defendant; or the amount of the debt owing to the defendant by such association, coiixiratlon, or person, whether due or not; which certificate shall be re- turned by the sheriff with the summons. If such officer, agent, or ix^rson refuse to do so, he may be required by the court to attend before it, and be examined, on oath, conceniing the same; and obedience to the orders may be enforced by attachment. See § 3426. [Shares of stock in a private corporation may be reached bv attachment. Quarl v. Abbett, 102 lud. 233; s. c, 1 N. E. Rep. 476.] § 970. Hereafter no court in this State shall have or entertain jurisdiction in any action of attachment, garnishment, or sup- plementary proceeding, when the plaintiff and principal defendant are both non- residents of this State, and the money sought to be reached by such attachment, garnish- ment, or supplementary i^roceedings is the personal earnings or wages due or owing to the principal defendant from any person or corporation doing business in this State. § 971. The Avages of all persons in the employ of any i>erson or corporation shall be exempt fi-om garnishment and proceed- ings supplemental to execution in the hands of such person or corporation, so long as such employe remains in such employment, not exceeding one month's wages at any one time. § 972. A.ny person or corporation in debt for wages, as in the preceding section pro- vided, may, at any time after being served with a garnishee summons, pay to any such employe the amount of wages exempted by the preceding section; and such payment shall discharge such garnishee defendant from liability for the amount so paid, as effectually as if paid before the issuing of such summons. Blacklisting of employes prohibited. §§ 7076- 7078. Personal injury to employes. § 7083 et seq. ARTICLE XXXn. Attomeys. Sec. 973. Who may conduct civil actions. § 973. A civil action may be prosecuted or defended by a party in person or by attor- ney, except that a corporation appears by attorney in all cases. Power to sue and be sued. § 3425, and note. ARTICLE XXXIV. Change of Name. Sec. 1012. Petition to circuit court. 1013. Application, where made, 1014. Notice by publication, inlo. Proof of puijlication. 1016. Copy of decree evidence. § 1012. The circuit courts in the sevei-al counties of this State may change the names of persons and corporations on application by petition. § 1013. The application of a person may be made to the circuit court of the county in which such person resides, and of a corpo- ration to the circuit court of the county in which such corporation is situate or In which its prineipnl oftice is located. § 1014. Upon a petition being filed for such change, the applicant shall give notice thereof by three weekly publications in some newspaper of general circulation printed and published in the proper county, or, if no newspaper be printed therein, in a news- p.iper printed and published nearest thereto in some adjoining county, thirty days prior to the first day of the term at which such petition Skhall be heard. § 1015. Proof of the publication required in this act shall be made by filing a copy of such published notice, verified by the affi- davit of a disinterested person; and when such proof of such publication is made, the court shall proceed to hear and determine said petition, and make such order and de- cree therein as to such court shall seem just and reasonable. § 1016. A copy of the decree of such court, changing the name of any person or corpo- ration, certified under the seal of such court by the clerk thereof, shall be sufficient evi- dence of the name of such person or cor- poration, and of such change having been made, in any court of this State. ARTICLE XL VII. Receivers. Sec. 1236. When appointed. 1237. Who shall not be. § 12;^>6. A receiver may be appointed by the court, or a judge thereof in vacation, in the following cases: ***** Fifth. When a corporation has been dis- solved, or is insolvent, or is in imminent 10 INDIANA. Receivers; general provisions — Civ. Pro., §§ 1309, 175i, 1970, 1972. danger of insolvency, or bas forfeited its corporate rigbts. ♦ ♦ * * * [See Hownrd v. Whitman, 29 Ind. 557; Bank v. T'uited States, etc., Co., 105 id. ".^27; s..,f- ^^N- K. Rep 846; Wayne Co. v. Haniiuous, LiU lud. dOS; 8. c, 27 N. E. Rep. 487.] § 1237. No party or attorney, or other person interested in an action, shall be ap- pointed receiver therein. ARTICLE L. General Provisions. Sec. 1309. Certain words, how construed. § 1309. In the construction of this act, the following rules shall be observed, when con- sistent with the context: The word " person " extends to bodies poli- tic and corporate. See § 1972. [The provision of the Civil Code does not apply to the Criminal Code. State v. R. R. Co., 23 Ind. 362.] CHAPTER IV. Criminal Procedure- Art. 9. Arrest and recognizance. 22. General provisions. ARTICLE IX. Arrest and Recognizance. Sec. 1754. Summons against a corporation. § 1754. When an indictment is returned or an information filed against a corpora- tion, a writ of summons, commanding the sheriff to notify the accused thereof, and returnable on the tenth day after its date, shall issue on the precipe of the prosecuting attorney. Such summons, together with a copy of the indictment or information, shall be served and returned in the manner pro- vided for the service of summons upon such corporations in civil actions. The corpora- tion, on or before the return day of a sum- mons duly served, may appear by one of its officers, or by counsel, and answer to the indictment or information by motion or plea; and upon its failure to make such appear- ance 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, continuously present in court until the case is finally dis- posed of. [Whatever may be the rule where the common law as to crimes is recognized, in this State, under the criminal law, a corporation cannot be prose- cuted bv information or otherwise for a misfeas- ance. State V. R. R. Co., 23 Ind. 365. Where a corporation is in hands of receiver, It cannot be prosecuted for crimes or misdemeanors committed by agents or servants. State v. R. R. Co., 115 Ind. 466; s. c, 17 N. E. Rep. 909.] Sec. ARTICLE XXH. General Provisions. 1970. Corporations punishable. 1972. " Person " defined. § 1970. Corporations may be prosecuted by Indictment or information, for erecting, con- tinuing, or maintaining a public nuisance, or for obstructing a public highway or a navigable stream. [A corporation may be prosecuted criminally for obstructing a public highway. State v. B. R. Co., 120 Ind. 298; s. c, 22 N. E. Rep. 307. The necessary and reasonable using of highway by a railroad company is not an illegal obstruc- tion of the highway. State v. R. R. Co., 86 Ind. 114.] § 1972. When the term " person," or other word, is used to designate the party whose property is the subject of an offense, or against whom any act is done, with intent to defraud or injure, the term may be con- strued to include * * * a^y public or private corporation. See § 1309. [The provision of the Civil Code that the word " person " extends to bodies politic and corporate, does not apply to the Criminal Code; and such construction would lead to absurdities. State v. R. R. Co., 23 Ind. 364. Above statute includes a church corporation in the term " person." White v. State, 69 Ind. 274.] CHAPTER XXI. Corporations Generally. Sec. 3423. Evidence of organization. 3424. Filing articles with secretary of State. 3425. Powers of corporation. 3426. Shares numbered; certificate. 3427. First meeting; notice. 3428. Otiicers; vacancies. 3429. Continuance after dissolution. 3430. Liability of stocliholders. 3431. Fiduciaries. 3432. Voting. 3433. Stock-book. 3434. Penalty. 3435. Receiver, when ch.Trter expires. 3436. Jurisdiction of circuit court. 3437. Receivers' duties. 3438. Disposition of surplus. .34:'.9. Judgment; franchise forfeited. 3440. Receivers' pay; suritlus to stockholders. 3441. Debts, how secured. 3442. Borrowing on mortgage. 3443. Discounts valid. 3444. Contracts valid. 3445. Special charters extended. 3446. I'lace of business; directors. 3447. Election of directors. 3448. Number. 3449. Stock; share. 3450. Fire insurance company; real estate. 3451. Insolvency; stockholders' liability. 3452. Change of name. § 3423. When the steps necessary to an or- ganization of a corporation, municipal or private, under any general law, have been completed, a statement thereof may be filed in the office of the clerk of the circuit court of the proper county; and such court, at its im)IAKA. 11 Articles of incorporation; powers — Stat., §§ 3424, 3425. next term thereafter, shall, on proof of such organization, cause to be entered of I'ecord, in the order-book, an order declaring the existence of such corporation; and such order shall be conclusive as to the fact of such existence at the date which such court may fix in such order. See Const., art. I, § 69; art. XI, § 212; Statutes, S 5128. Creation of association for manufacturing mining, etc. See § 5051 et seq. Expiration of charter. § 3435. Continuance after dissolution. S 3429. [Charter of a corporation constitutes a contract between it and the State, securing to it a vested right in its franchise, subject to any cause of forfeiture existing at the time of the enactment of charter, but cannot be divested of a subsequent enactment. Turnpilie Co. v. Holthouse, 7 Ind. 59; Smead v. R. R. Co., 11 id. 104; State v. Daw- son, 22 id. 272. But it is competent for the legislature, at its pleasure, to alter the remedy for enforcing the franchise. Turnpike Co. v. Holthouse, supra. After vested rights have been acquired, charter cannot be so amended as to impair them, unless power to amend is expresslv reserved. R. R. Co. V. Clifford. 113 Ind. 460; s. c. 15 N. E. Rep. 524; see also Boe v. R. R. Co.. 10 id. 93. Before charters granted by legislature have any effect they must be accepted by the corporators. And amendatory acts are valid if passed before acceptance of original. R. R. Co. v. Clifford, 113 Ind. 4G0; s. c, 15 N. E. Rep. 524. As to what acts on the part of corporators con- stitute an acceptance of charter, see State v. Daw.son, 22 Ind. 272. A corporation exists not by contract but by statute, and where its rights or modes of action are marked out by statute, they cannot be changed even by the contracts of the corporators. Ins. Co. V. Xunumacher. 15 Ind. 294. Until statutory requirements to organize a cor- poration have been complied with, a subscriber to articles of association is not estopped to deny existence of the corporation. F. & M. Co. v. Her- kimer, 46 Ind. 142.] § 3424. (As amended March 11, 1895.) That all persons, corporations, companies and as- sociations desiring to incorporate under the laws of the State of Indiana, or desiring to enter into any agreement of consolidation of the interests, rights and powers of tjyo or more existing corporations, and wlio are not now by law required to do so, sliall be, and are, hereiiy required to file with the secretary of State certified copies or dupli- cates of tlieir articles of incorporation or association or of consolidation, and no sucli corporation, or association, or consolidation of corporations shall be deemed and held to be legally incorporated or consolidated until ' the provisions of this act shall have been complied with, and until sucli time tbey shall have no right or authority to do busi- ness within the State of Indiana, and any contract made or entered into l)y or with them under any pretended corporate or con- solidated name shall be utterly void. In case any such pretended corporation, associa- tion or consolidation corporation shall do or attempt to do any business within the State of Indiana, Avithout having first filed its articles of incorporation or consolidation. or copies thereof with the secretary of State, and having paid the fee therefor, as now provided by law, the State shall, in addition to other remedies now provided by law, have the right to proceed against such pretended corporation or consolidation of corporations by suit in any court of competent jurisdic- tion for the recovery of any fee which would be due under the provisions of this act, the same as if their articles of incorporation or consolidation had been filed and any such court shall have the power to compel'the fil- ing of such articles. The provisions of this act shall also apply to all corporations, associations, or consolidated companies now- doing business in this State, and which have heretofore entered into articles of incorpo- ration, or consolidation, but have failed, or refused, to file the same, or copies thereof, as required by the act of March 9, 1891, of which this is amendatory, and to pay the fees required by law. § 342.5. Corporations shall, where no other provision is specially made, be capable, in their corporate name, to sue and be sued; to have a common seal, which thev may alter at pleasure; to elect, in such manner as they shall determine, all necessary offi- cers, fix their compensation, and define their duties; to make necessary liy-laws: deter- mine the manner of calling and conducting meetings, the number that shall constitute a quorum, the number of shares tliat shall entitle the members to one or more votes; (Provided, Each stockholder shall have one vote for each share owned and held by him for ten days previous to the meeting of the corporation); the mode of voting by proxy; the payment of assessments, and the mode' of selling shares for the non-pavment of assessments; and the tenure of offi'ce of the several officers. See Code of Civ. Pro., §§ 310-315. Service of summons on corporation. § 318. Pleadings. § 362. Stock-book is presumptive evidence of its contents. § 3433. Corporation must appear by attorney in all cases. § 973. Attachment and garnishment. §§ 945, 970-972. Criminal proceeding against cor- poration. §§ 1754, 1970. Suits conducted after dissolution. § 3429. Failure to pay judgment. § 3439. Suits by foreign corporation, requisites. § 3453 et seq. Vacancies in ofSce, filling of. § 3428. Election and number of directors. §§ 3447, 3448. Officers not to act as notaries. § 8041. Notice of first meeting. § 3427. [The declaration in a suit brought in corporate name need not aver plaintiffs to be a corporation. Harris v. Mfg. Co., 4 Blackf. 267: Hoaston v. R. R. Co., 16 Ind. 275; State v. Stout, 61 Id. 144; Mackenzie v. Board, 72 id. 189; Smythe v, Scott, 124 id. 123; s. c, 24 N. E. Rep. 685. The name under which action is prosecuted imports a corporation. Id. What are sufficient averments to show plaintiff to be a corpora- tion. Traber v. Bright. .32 Ind. 67. A default, or answer in denial of the complaint, admits plaintiff's capacity to sue. Heaston v. R. R. Co., supra; Jones v. Foundry Co.. 14 Ind. 89; Board v. Bright, 18 id. 93. And if the answer denies the existence of a corporation which is shown to have 12 IXDIAXA. Powers; shares; first meeting — Stat., §§ 3426, 3427. once existed, It must particularly set forth the manner lu which the corporate powers ceased. Heastou v. R. K. Co., supra. (Mortrau v. Ins. Co., 8 Ind. 2Sr>, overruled on this point.) A plea to a suit l>v a corporation, stating that it had been dissolved b.v the acts of its lucnibers, without sliowiutr cause or manner of dissolution, is sutfl- cleiit. Harris v. Mfg. Co., supra. And in an action against a corporation it is not necessary to aver that defendant is a legally organized rorporation. Road Co. v. I'ennington. G2 Ind. 175. If suit Is brought against a defendant by name niplying a corporation it will be presumed that lefendaut is a corporation. Express Co. v. Uill, .3 Ind. 157; Sun Co. v. Horrcll, 53 id. 527. And f such defendant forms an issue by general de- alnl and goes to trial, it is not necessary for plain- tiff to introduce any evidence of existence of the corporation. Express Co. v. ITill, supra. When plaintilt corporation must prove its existence and general denial will put such existence in issue. Wert v. Turuplke Co., 19 Ind. 242. Nul tiel cor- poration is a good defense, when. Id. A de facto corporation can sue and be sued; and a part.v who contracts with such corporation, is estopped, in a suit on such contract, from deny- ing siich organization at the date of the contract. Heaston v. R. R. Co., supra; Jones v. Foundry Co., siipra; Board v. Bright, supra; Beatty v. Agr. Soc 76 Ind. 91; Mackenzie v. Board, supra. And until statutory requirements to organize a corporation have been complied with, a subscriber to the articles of association is not estopped to deuv existence of corporation. F. & M. Co. v. Herkimer, 40 Ind. 142. A demurrer to a complaint for want of facts does not raise question as to existence of plain- tiff as a corporation. Wiles v. Trustees, 63 Ind. 206. Proper mode of raising question is by nul tiel corporation. Beatty v. Agr. Soc, 76 Ind. 91. And burden is then cast on plaintiff to prove its corporate existence. Mining Co. v. Herkimer, 46 Ind. 142. Stockholder may bring suit in favor of a cor- poration when the corporation refuses to do so. Carter v. Glass Co., 85 Ind. 180. Stockholders cannot sue for the conversion of corporate property. Tomlison v. Bricklayers' Union, 87 Ind. 308. A member of a corporation whose rights are denied may sue to have such rights established. Fire Co. v. Barnheisel, 92 Ind. 88. The use of corporate franchises for fifteen years will bar an action to test validity of organization. State V. Gordon, 87 Ind. 171. Where charter does not require acts of corpora- tion to be evidenced b.v its seal, it is not requisite that they should be thus evidenced. Hamilton v. It. R. Co., 9 Ind. 360; Trustees v. Johnson, 53 Ind. 273. If no expressed power to execute bills and notes be given in charter, corporation may make only such as may be necessary or proper in carrying through the purposes of its business. Smead v. R. R. Co., 11 Ind. 104. Notes executed through abuse of corporate powers may be good In hands of bona fide holders. Id. A corporation has power to take notes to secure indebtedness within scope of their corporate under- taking; and power to take a note iiuplies the power to assign it. Hardy v. Merryweather, 14 Ind. 203. Corporations have such powers as are especially granted, and all others necessary for purpose of '-•arrying into effect the powers expressly granted. Bridge Co. v. Hcndrick, 18 Ind. 11; Board v. Ry. Co., 47 id. 407; Vauarsdall v. State, 65 id. 176. One who deals with a corporation Is presumed to know the limitations of its authority, and hence is estopped to plead its want of authority. Voris V. B. & I/. Assn., 50 N. E. Rep. 779. One who receives benefits of a contract, when •iued thereon, held not permitted to claim that the contract was ultra vires as to the other party. Id. The contracts of a corporation must relate to its business, and must be made by uirectors or an authorized agent. Road Co. v. Slaughter, 33 Ind. 185. ('orj)orations have no power to execute contracts that are foreign to purposes for which they were created. Board v. Ky. Co., 50 Ind. 6o; Turnpike Co. V. Board, 72 Ind. 226. Where charter prescribes when and In what manner contract may be made, contracts made in violation thereof are void. Leonard v. Ins. Co., 97 Ind. 299. In absence of any restraints, corporation may borrow money and execute contracts to attain its legitimate objects, the same as natural per- sons. Wright V. Hughes, 119 Ind. 324; s. c, 21 N. E. Rep. 907. Mortgage executed by corporation to secure money to be used in business in which corpora- tion has no power to engage may be enforced if cori)oration is not prohibited by statute from mak- ing such contract and mortgagee had no com- plicify in the unauthorized transaction. Id. A contract may be inserted in articles of in- corporation that will be binding on the members. Furniture Co. v. Nees, 63 Ind. 245. Contracts of a corporation must purport on their face to be the contracts of a corporation. I'rather v. Ross, 17 Ind. 495; Williams v. Bank, 83 Ind. 237. As to wiien acts of agents in executing contracts bind corporations, see Tousey v. Taw, 19 Ind. 212; G.itr V. Theis. 33 id. 307; Road Co. v. Brane- gan, 40 id. 361; Pearse v. Wclborn, 42 id. 331; Trustees v. Johnson. 53 id. 273; Township v. An- dress, 56 id. 157: Williams v. Bank, 83 id. 237; School Town v. Kendall, 72 id. 91; Iklackenzie t. Board, id. 189; R. R. Co. v. Davis, 20 id. 6. The power to make by-laws resides in the mem- bers of a corporation at large, where there is no law or usage to the contrary. Road Co. v. Wy- song, 51 Ind. 4. By-law of gravel road company held invalid. Id. A corporation nia.v be estopped to deny a con- tract which it had no authority to make. Board V. Ry. Co.. 47 Ind. 407. Where cliarter of a corporation does not require that appointment of an agent or making of a contract shall be by written instrument, it may be by parol. Hamilton v. R. R. Co., 9 Ind. 350. A corporation is liable for an intentional tres- pass committed by its agent, though the directors were not aware of it. Cole v. Reitz, 43 N. E. Rep. 46. An officer is not entitled to compensation in the absence of a governing by-law of contract to which his own vote was not essential. Blue v. Capitol Bank, 43 N. E. Rep. 655.] § 3420. Shares shall be numbered in pro- gressive order, besrinniug at number one, and every stockholder shall have a certificate, uuder the seal of the corporation, signed by the treasurer, certifying his property in such shares. [Shares of capital stock in a private corpora- tion may be reached by attachment. Quarl v. Abbott, 102 Ind. 233; s. c, 1 N. E. Rep. 470. AVhere by-laws of a corporation provide for forfeiture of stock on non-payment of dues, direct- ors may, when authorized, waive forfeiture, and, when not so authorized, general principles of law would authorize them to do so. Bldg. Assn. v. Black, 136 Ind. 544; s. c, 35 N\ E. Rep. 829. Receiving and accepting delinquent dues would constitute such a waiver. Id.] § 3427. The first meeting of all corporations .'ihall, unle.ss otherwise provided for, be called by a notice signed by three or more members, setting forth the time, place and purposes of the meeting, and shall, ten d:iys at least before the meeting, be delivered to each member, or published in some news- paper of the county where the corporation IXDIAXA. 13 Liability of stockholders; stock-book; expiration — Stat., §§ 3428-3437. may be established, or, if none, then in some newspaper in this State nearest thereto. § :U28. Such corporation may elect ollicers, fill vacancies, and do other business properly before them. § :'A'2'.). All corporations "whose charters shall expire by limitation, forfeiture, or otlu-rwise, shall, nevertheless, be continued bodies corporate for three years after the time they would have been so dissolved, for the purpose of prosecuting and defending suits to which they are a party, and to enable them to settle, dispose of. and con- vey their property, and divide the capital stock, but not to continue the business for Avhich such corporations Avere established. [Such suits to be conducted in name of defunct body. Henon v. Vance, 17 Ind- 595. Under this section a bank would have three years from date of dissolution in which to sue and be sued, to settle, dispose of and convey its projicrt.v, and divide the capital stock, but not to continue a banking business. Cunningham v. Clark, 24 Ind. 7; Conwell v. Pattlson, 28 Ind. 509. Section applies to building associations. Eigen- mau V. B. & L. Assn., 79 Ind. 41.] § 3430. If any part of the capital stock of such company shall be withdrav\u and re- funded to the stockholders before the pay- ment of all the debts of the company, all the stockholders of such company shall be jointly and severally linblo for the payment of such debts. [A stockholder is not liable for corporation debts when the stock is fully paid up. Gainey v. Gilson, 48 N. E. Rep. G33.] § 3431. No person holding stock in any such company as executor, administrator, guar- dian, or trustee, or as collateral securitj', shall be personally subject to any liability as stockholder of such company; but the estate and funds In the hands of such exec- utor, administrator, guardian or trustees, shall be liable therefor, and the person pledg- ing his stock as aforesaid shall be considered as holding the same. § 3432. Every such executor, administrator, guardian or trustee shall represent the share of stock in his hands, and vote as a stock- holder; and every person who shall pledge his stock as aforesaid, may, nevertheless, represent the same at such meetings, and vote accordingly. § 3433. A book shall be kept by the cor- poration, at their office or principal place of business, containing the names of stock- holders thereof, alphabetically arranged, showing their respective places of residence and number of shares held by them severally, and the time they became owners of the same; which book shall, at all business hours of the company, be subject to the inspection of creditors, stockholders, or their representa- tives, who shall be permitted to take ex- tracts from the same. Such book shall be presumptive evidence in favor of the plaintiff of the facts therein stated in any suit or proceeding against such companj- or stock- holder thereof. § 34.34. Any company failing to keep the book to make the entries required, or to ex- hiljit the same as directetl in the preceding .section, shall forfeit to the injured party a penalty of fifty dollars for every such in- stance of refusal or failure, and :ill dam- ages resulting therefrom, and, in addition, shall pay to the State of Indiana the sum of fifty dollars for every day of such failure, to be sued for and recovered in the name of the State by the prosecuting attorney of the district or county in which such corporation is situate: and when recovered shallbe paid into the treasury of the proper county for the use of common schools. [In an action to recover by penalty, the com- plaint nui:er. A. D. 1850, may, by its board of its directors, as often as deemed desiraltle. adopt a new name for the corporation or company, by resolution duly entered upon its records, and in so doing may select any name agreed upon by said board, and after any such change of name it shall Ije and continue the same identical corporatTon or company as it was before jaiy such cliauge of name was adopted, and may be sued in its original name, or in any name so adopted. And any such corporation or company may avail itself of the provisions of this act within thirty i30) days after the passage hereof, and which shall be done by resolution of its board of directors, showing the provision adopted and filing a copj* thereof in the office of the secretary of State. Change of name. §§ 1012-1016. CHAPTER XXII. Corporations — Foreign. Sec. 345.3. Agent must file authority. 3454. Consent to be sued here. 3455. Service on agent good. 3456. Prerequisite to business. 3457. " Agent " defined. 3458. ^Vho not agents. 3459. Penaltv on agent. 3460. Forfeiture. 3461. Condition precedent. § 3453. Agents of corporations not incorpo- rated or organized in this State, before en- tering upon tlie duties of their agency in this State, shall deposit in the clerk's office of the county Avhere they propose doing business therefor the power of attorney, commission, appointment, or other authority under or Ijy virtue of vvliich they act as agents. Actions against foreign corporation, where com- menced. § 315. [" Foreign corporation " defined. Daly v. Ins. Co., 64 Ind. 1. Contracts made by agents of foreign corpora- tions not conii)lying with this section are not void, but their enforceiuont is prohibited until the re- quirements of this softion have been comi)lied with. Mach. Co. v. Caldwell, 54 Ind. 271; Mach. Co. V. Hatfield, 58 id. 1.S7; Mfg. Co. v. Brown, 64 id. 548; Wiestling v. AVarthin, 1 Ind. App. 217: 6. c, 27 N. E. Kep. 576. Failure to comply with this section does not render a mortgage given to corporation void but merely suspends right to foreclose it until the provisions shall have been complied with. Daly v. Ins. Co., supra. A note given to corporation is not void, but its collection is susjicudcd until this section has been complied with. Ins. Co. v. AVellman, 60 Ind. 413. This State has the constitutional right to pre- scribe terms on which corporations organized In other States may transact business in this State. Ins. Co. V. Harrah, 47 Ind. 236. While corporations are recognized as citizens, for some purposes, of the State of their creation, they are not citizens within the meaning of that clause of the United States Constitution which declares that the citizens of each State shall be entitled to all the privileges and immunities of citizens in the several States; they exercise priv- ileges only by consent and comity. Id. It will be presumed that a foreign corporation has com- plied with this statute until contrary is shown. Sprague v. Cutler Co., 106 Ind. 244; s. c, 6 N. E. Bep. 335. (Objection that there has not been such com- pliance must be made how. Elsten v. Piggott, 94 Ind. 14. This section applies only to such agents as propose to transact, within this State, the busi- ness in which the corporation is engaged, and not to persons who are engaged in appointing agents to do its business. Morgan v. >\ liiiu, lol Ind. 14. It relates to foreign corporations in general, and lias not application to such corporations as are under special regulations. Rehm v. Ins. & Sav. Inst., 125 Ind. 135; s. c, 25 N. E. Rep. 173. It is applicable to foreign corporations dealing in articles under letters-patent issued by tlie I'uited States. Agr. Works v. Work, lO Ind. 253; Hockett V. State, 105 id. 250; s. c, 5 N. E. Rep. 178; Breohbill v. Randall, 102 Ind. 528. AA'here complaint of a foreign corporation is silent on the subject, it will be presumed that it has complied with sections 3453 and 3454, and demurrer for want of legal capacity to sue is bad. Sprague v. Lumber Co., 106 Ind. 242; s. c, 6 X. E. Rep. 335; Cassaday v. Ins. Co., 72 Ind. 95. A finding in an action by a foreign corporation construed, and held to show that the corporation had not complied with the laws, so as to be enti- tled to do business in this State. Maine Guar- anty Co. V. Cox, Ind. Supp. 932.] § 3454. Said agents shall procure from such corporations, and file with the cleric of the circuit court of the county where tliey propose doing business, before commencing the duties thereof, a duly authenticated order, resolution, or other sufficient author- ity of the board of directors or managers of such corporations, autliorisiug citizens or residents of this State having a claim or demand against such corporation arising out of any transaction in this State with such agents, to sue for and maintain an action in respect to the same in any court of this State of competent jurisdiction, and further authorizing service of process in such action on sticlt agent to be valid service on such corporation, and that such sei'vice sliall autliorize .iudgment and all otlier pro- ceedings against such corporation. [Section not applicable to foreign corporations that are under special regulations. Rehni v. Ins. & Sav. Inst., 125 Ind. 135; s. c, 25 X. E. Rep. 173. Above section applies only to suits arising out of business transacted within this State. Ins. Co. V. Black, 80 Ind. 513. And only to actions on contract and not replevin suits. Smith v. Little, 67 Ind. 549.] § 3455. The service of process on such agents, in actions commenced against such INDIANA. 17 Foreign corporations — Stat., §§ 345&-34G1, 5051. corporation, shall be deemorl a service on the corporation, and shall authorize the same proceediugs as in other cases. [Service on such agents Is not authorized when suit arises on contract made out of the State. Ins. Co. V. Black, 80 Ind. 513.] § 3450. Such foroifin corporations shall not enforce, in any court of this State, any con- tracts made by their agents or by persons assuming to act as their agents, before a compliance by such agents or persons acting as such with the provisions of sections 1 and 2 of this act. [Argument of counsel held to be too meager to advise the court of incapacity of non-resident corporation to sue. Sutflc-iency of complaint. Al- len V. Ins. Co., 136 Ind. 608; s. c, 36 X. E. Rep. 515. In suit upon note and mortgage made to a foreign corporation, for a loan of money, an an- swer in al)atpmcnt, that corporation had not com- plied with sections 3453-3-156 before doing busi- ness In this State, is bad on demurrer, it not appearing where the loan was made. Finch v. Ins. Co., 87 Ind. 302. Receivers of a foreign corporation cannot sue to enforce a contract unless the corporation has complied with the foregoing statute. Wiestling V. Warthln, 1 Ind. App. 217; s. c, 27 N. E. Rep. 576. See also notes to §§ 3453, 3454.] § 3457. Any person who shall, directly or Indirectly, receive or transmit money or other valuable thing to or for the use of such corporations, or who shall in any man- ner make, or cause to be made, any contract, or transact any business for or on account of any such foreign corporation, shall be deemed an agent of such corporation, and be subject to the provisions of this act re- lating to agents of foreign corporations. § 3458. The foregoing section shall not ap- ply to persons acting as agents for foreign corporations for a special or temporary pvu'- pose or for purposes not within the ordinary business of such corporations, nor shall it apply to attorneys at law. as such. § 3459. Any person acting as agent of a foreign corporation as aforesaid, neglecting or refusing to comply with the foregoing provisions as to agents, shall, upon present- ment or indictment, be fined in any sum not less than fiftj' dollars. § 3460. Every foreign corporation now doing or transacting, or that shall hereafter do or transact, any business in this State, or acquire any right, title, interest in, or lien upon real estate in this State, that shall transfer or cause to be transferred from any court of this State to any court of the United States, save by regular course of appeal, after trial In the State courts, any action commenced by or against such corporation in any court of this State, by or against any citizen or resident thereof: or that shall commence in any court of the United States in this State, on any contract made in this State or liability accrued therein, any suit or action against any citizen or resident of the State of Indiana.— shall thereby forfeit all right and authority to do or transact business in this State or hold real property or liens thereon; and all contracts between such corporations and citizens or residents of this State, made after the passage of this act, shall be rendered void as in favor of such corporation, but enforceable by such citizen at his election. § 3401. The provisions of this act are hereby made conditions upon which such corporations may lie authorized to do busi- ness in this State or hold titles to or liens on real estate therein. [A foreign corporation obtaining juagment In this State may purchase lands at a sale under such judgment although it has not complied with sections 3460, 3461. Elstou v. Piggott, 94 Ind 14 ] CHAPTER XXXVIII. Corporations — Manufacturing and Mining Companies. Sec. 5051. How incorporated. .^052. When incorporated. 50.">3. What real estate may hold. 5054. Directors. 5055. Oflicers; voting. 50.56. Marine railway; gaspipes. 5057. Gas and water-worlis companies. 5058. Capital stoclv. 5059. Stocli transferable; restrictions. 5060. Payment of stock. 5061. Collections of calls. .5062. Certificate of payment to be filed. 5063. Reduction of capital stock; certificate. 5064. Preferred stock. 5065. Provision in articles of association. 5066. Issuing of preferred stock. 5067. Amount of; limit. 5068. Stock not to be voted. 5069. Redemption of stock; certificate. 5070. When act not applicable. 5071. Annual report. 5072. '• Annually " construed. 5073. Liability of oflicers. 5074. Suit against officers. 5075. Improper dividend; directors liable. 5076. Liable for violating act. 5077. Liability of stockholders. 5078. Enlarging objects. 5079. Real estate. 5080. Former charters. 5081. Canal or race. 5082. Acquiring title. 5083. Proceedings to appropriate and con- demn. 5084. Payment of damages. 5085. Unknown parties; amendments, etc. 5086. New proceedings. 5087. Stock in water-power corporation. 5098. Foreign corporations may acquire real estate. 5128. Insolvency; liability of stockholders. Corporations. § 5051. Whenever three or more persons may desire to form a company to carry on any kind of manuracturing, mining, mechan- ical or chemical business, or to furnish mo- tive power to carry on such business; or to supply any city or village with water; or to form union stock-yards and transit companies, and operating, maintaining and transacting the business incident to such companies; or to form grain-elevator com- 18 INDIANA. Manufacturing, etc., corporations — Stat., §§ 5052-5056. panies, and constructing, maintaining and operating elevator.s and transacting tlie Inisine.-^s incident thereto; or to form com- panies for tlie purpose of buying and selling dry goods, carpets, boots and slioes. mil- linery goods, fancy goods or jeAvelry, in con- nection witli tlie manufacture of such goods and articles, into any articles for which they are suitable, and for the sale of such articles, when they are so manufactured they shall make, sign and acliuowledge. before some otticer capable to take acknowledgment of deeds, a certificate in Avriting, which shall state the corporate name adopted by the company, the object of its formation, the amount of capital stock, the term of its existence (not, however, to exceed fifty years), the number of directors and their names who shall manage the affairs of such company for the first year, and the name of the town and county in which its operations are to be carried on, and file the same in the office of the recorder of such county, which shall be placed upon the record, and a duplicate thereof in the office of the secre- tary of State. General Corporation Law, § 3423 et seq. [A water-works company is not a manufactur- ing company within meaning of above section. Kent V. Water-Works, 62 Ind. 03. But, complaint sufficiently shows that water- works company was organized under •' Manufac- turing and Mining Associations Act," wTien. Clow V. Brown, 134 Ind. 287; s. c, 33 N. E. Rep. 1126. A manufacturing corporation is not authorized to engage in the business of private warehouseman. Bank v. Whitehead. 49 X. E. Hep. 592. An association which does business after an unsuccessful attempt to incorporate is a part nership, composed not only of the directors, but of the subscribers to the articles. Coleman v. Coleman, 78 Ind. 344. NL'fess.iry stops to be taken to create corpora- tion ui\der above section. F. & M. Co. v. Herki- mer, 46 Ind. 142. A nuTO signing of articles of association is not sufficient compliance with above section. In order to make them valid and effective all should sign such articles; otherwise he does not become a stockholder, and Is not bound bv his subscription. Coppage V. Ilutton, 124 Ind. 4Ul; s. c. 24 N. E. Rep. 112. The fact that articles of incorporation mention a purpose not within the statute unuer which corporation is organized, does not vitiate the in- corporation. Shick V. Citizens' Enterprise Co., 44 N. E. nop. 48. A subscriber to an existing corporation need not acknowledge the articles of incorporation. Id.] § 5052. When the certificate shall hare been filed as aforesaid, the persons who sh.all have signed and acknowledged the same, and their succe.ssor.s, shall lie a body politic and corporate, and, by their corporate name, may take, hold, and convey real estate neces- sary to carry on the operations named in such certificate. § 5053. All incorporated manufacturing companies, in actual operation and carrying on business in the State of Indiana, may take, hold, and convey so much real estate as may be necessary to carry on their busi- ness, and may also take and hold such real estate as may be mortgaged to such com- panies to secure any debt, or may be talcen in payment of an.v indebtedness previously contracted, or may bi' i)ur(liased on judg- ments, decrees, or mortgages obtained or made for such delits; and all such convey- ances of land, whether made heretofore or hereafter, are hereby ratified and declared to be valid. [If title to real estate came through a manu- facturing company, it will be presumed that such company had power to convey the same. Gabe V. Root, 93 Ind. 256. Sale and delivery of certificate of stock, with- out transfer on corporation books, vests equitable title only in the purchaser. Bruce v. Smith, 44 Ind. 1. Mandamus will lie to compel proper officers to transfer, on books of corporation, stock that has been duly assigned by a stockholder. Turnpike Co. v. Bulla, 45 Ind. 1. A mandamus will not lie where petitioner's claim rests merely on the equitable title. Turn- pike Co. V. State, 119 Ind. 382; s. c, 20 N. E. Rep. 421. Presumption in absence of proof is that stock was transferred in accoi'dance with the by- laws. Coal Co. V. Paper Co., 129 Ind. 73; s. c, 26 X. E. Rep. 8S4. Above section construed. Id.] § 5054. The business of such company shall be managed by not less than three nor more tlian eleven directors, who shall be stock- holders therein and residents of the United States; and a majority of the directors chosen shall be a quorum. Such directors, after one year from the organization of the company, shall l)e elected by the stockholders annually; and tlie directoi:s thus chosen, or first appointed, shall elect the president thereof. [Directors cannot repudiate an act done by au- thority of stockholders. Smith v. AVells Mfg. Co., 45 X. E. Rep. 775. A fair contract between two corporations is not invalid because they have common directors. Evausville v. Bank, 42 X. E. Rep. 1097.] § 5053. The directors of such company shall annually elect a secretary and treasurer, who shall respectively give bond, with se- curity as shall be required by the by-laws, and be sworn to the faithful discharge of the duties assigned to each of them: Pro- vided, That said directors may, if they deem proper, elect one person to discharge the duties of secretary and treasurer. Absent stockholders may vote by proxy, and each share of stock shall entitle the owner thereof to one vote. All officers shall serve until their successors are elected and quali- fied. § 5056. Corporations building steamboats and other vessels shall have the right to con- struct marine railways, and all other neces- sary fixtures and machinery for repairing and launching the same; and gas-light com- panies may lay pipes through the streets and alleys of any incorporated city or town, by repairing or making good any injury done thereto. INDIANA. 19 Miimifactuiing, etc., corporations — Stat., §§ 5057-50G5. § 5057. That any gas-light or water-worljs company in any city or town of this State shall be authorized and empowered to extend their pipes and mains beyond the corporate limits of such city or town, not to exceed a rs. surveyors, and agents, enter uix)u, and take possession of and hold and use all such lands and real estate and other property as may be neces- sary for the construction and maintenance of the canal and other accommodations necessary to accomplish the objects for which the coi-poratiou is created; but not until the compensation to be made therefor, as agreed upon by tlie parties or ascertained as liereinafter prescribed, shall have been paid to the owner or owners thereof or de- posited as hereinafter directed, unless the consent of such owner be given to enter into possession. Fourth. To lay out its canal not exceed- ing one hundred feet wide, and to construct the same; and for the purposes of cuttings, eml)ankments, and procuring stone, gravel, and timber, it may take as much more land, within the limits of its charter, in the manner provided hereinafter, as may be necessary for the proper construction and security of said canal. Fifth. To construct its said canal upon or across any stream of water, water-course, road, highway, or railroad, so as not to interfere with the free use of the same, whicli the route thereof shall intersect, in such manner as to afford security for life or property; but the corporation shall re- store the road or highway thus intersected to its former state, or in a sufficient manner not to have unnecessarilj' impaired its use- fulness or injured its franchises. Sixth. To purchase lands or take them; and may change the line of its canal, when- ever a majority of the directors shall so determine, as is provided hereinafter; but no such change shall vary the general route of such canal. § 5082. In case any company formed imder this act is unable to agree for the purchase of any real estate in any county, required for the consti-uction of its canal, it shall have the right to acquire the title to the same in the manner and by the special pro- ceedings prescril)ed in this act. § 5083. Such company is hereby authorized to enter upon any land for the puriwse of examining and surveying its canal line, and may appropriate so much thereof as may be deemed necessary for its canal, includ- ing necessary culverts, drains, aqueducts, tail-races, materials for constructing (ex- cept timber) a right of way over adjacent lands, sufficient to enable such company to construct and repair its canals, and a right to conduct water by acqueducts, and the right of making proper drains. The cor- poration shall forthwith deposit with the clerk of the circuit or other court of record of the county Avhei'e the land lies, a de- scription of the rights and interests intended to be appropriated; and such lands, rights and interests shall belong to such company, to use for the purpose specified, by making or tendering payment as hei'einafter pro- vided. The corpoi^ation may, by its direct- ors, purchase any such lands, materials, right of way, or interest of the owner of such land; or in case the same is owned by a person insane or an infant, at a price to be agreed upon by the regularly constituted guardian of said insane person or infant, if the same shall be approved by the court in which the description aforesaid shall be filed; and on such agreement and approval, the owner or guardian, as the case may be, shall convey the said premises so purchased, in fee-simple or otherwise, as the parties may agree, to such canal company; and the deed, when made, shall be deemed valid in law. If the cox-poration shall not agree with the owner of the land (or with his guardian, if the owner is incapable of contracting), touching the damages sus- tained by such appropriation, such corpora- tion shall deliver to such owner or guardian, if within the county, a copy of such in- strument of appropriation. If the owner (or his guardian, in case such owner is in- capable of contracting) be unknown or do not reside within the county, such corpora- tion shall publish in some newspaper of general circulation in the county, for the term of three weeks, an advertisement recit- ing the substance of such instrument of appropriation. Upon filing such act of ap- propriation, and delivery of such copy, or making such publication, the circuit court or other court of record in the county where the land lies, or any judge thereof In vacation, upgn the application of either party, shall appoint, by warrant, three dis- interested freeholders of such county to appraise the damages Avhich the owner of the land may sustain by such appropriation. Such appraisers shall be duly sworn; they shall consider the injury which such owner may sustain by reason of such canal, and shall forthwith return their assessment of damages to the clerk of such court, setting forth the value of the property taken or injury done to the property (which they shall assess to the owner or owners separately), to be by him filed and I'ecorded. There- upon, such corporation shall pay to said clerk the amount thus assessed, or tender the same to the party in whose favor the damages are awarded or assessed. On mak- ing payment or tender thereof in the man- ner herein requii-ed. it shall be lawful for such coriwration to hold the interest in such lands or materials so appropriated, and the privilege of using any materials on said canal line within fifty feet on each side of the INDIAXA. 23 Manufacturing, etc., corporations; laborers — Stat., §§ 5084 -5087, 5098, 5128, 7051. center of such canal line, for the uses afore- said. The cost of such award shall be paid by such company; and on notice by any party interested and showing said proceed- ings, the court may order payment thereof, and enforce such payment bj' execution. The award of said arbitrators may be re- viewed by the circuit court or other court in which such proceedings may be had, on written exceptions filed by either party in the clerk's otfice within ten days after the filing of such award, and the court shall take such order therein as right and jus- tice may require, by ordering a new appraise- ment on good cause shown: Provided, if prior to the assessment, the corporation shall tender to such owner (or his guardian, if he be unable to contract) an amount equal to the award afterward made, exclusive of costs, the costs of arbitration shall be paid equally by such company and such owner or guardian. § 50S4. If there are adverse or conflicting claimants to the money, or any part of it, to be paid as compensation for the real estate taken, the court may direct the money to be paid into said court by said company, until it can determine who is entitled to the same, and shall direct to whom the same shall be paid; and may, in its discretion, order a reference to ascertain the facts on which said determination and order are to be made. § 5085. The court shall appoint some com- petent attorney to appear for and protect the rights of any party in interest who is unknown, and who has not appeared in the proceedings by an attorney or agent. The court shall also have power, at any time, to amend any defect or informality in any of the special proceedings authorized by this act as may be necessary, or to cause new parties to be added, and to direct such further notice to be given to any party in interest as it deems proper; and also to appoint other commissioners in the place of any who shall die, or refuse or neglect or are unable to serve, or who may leave or be absent from the State. § 508G. At any time after an attempt to acquire title l)y appraisal of damages or otherwise, ff it shall be found that the title thereby attempted to be acquired is de- fective, the company may proceed anew to acquire or perfect the same, in the same manner as if no appraisal had been made. § 5087. Any manufacturing company, now or hereafter organized in this State, may take and hold stock in any coi-tporation organized for the purpose of furnishing water power. § 5098. Corporations created by the laws of any State of the United States other than of the State of Indiana, and organized for the purpose of manufacturing goods, wares and merchandise, or for the purix»se of mining, shall have the same right to pur- chase and hold real estate for the purpose of their business, and to convey or mort- gage the same, as corporations organized for similar purposes under the laws of this State. § 5128. In case of Insolvency or insuffi- ciency of effects of a corporation to pay the debts against it, each of the stockholders shall be liable in an amount equal to the amount of his stock at the time the debts were contracted, and no further, after the assets of the corporation are exhausted: Provided, That the directors, with the assent of stockholders, may increa.se the liability to any amount not exceeding three times the amount of stock held by each stock- holder. Any corporation desiring to avail itself of the provisions of this act, or of any part thereof, may do so within sixty days after the passage of this act, and shall do so by resolution of the board of direct- ors showing the provisions adopted, which resolution shall be filed in the office of the secretary of State, and accompanying such resolution, or as preamble thereto, there shall be a statement giving the title and date of the act creating said corporation, and also giving the title and date of each act amendatory oi' supplemental to the first mentioned act. See § 3451. CHAPTER LXXXI. Laborers. Art. 1. When preferred creditors. 2. Day's labor. 3. I'ayment of wages. 4. Blacklisting. 5. Importing alien laborers. 6. Injuries to employes. ARTICLE I. "When Preferred Creditors. Sec. 7051. "U'hen preferred creditors. § 7051. Hereafter, when the property of anj' company, corporation, firm or person, engaged in any manufacturing, mechanical, agricultural or other business or employ- ment, or in the construction of any work or building, shall be seized upon any mesne process of any court of this State, or where their business shall be suspended by the action of creditors or put into the hands of any assignee, receiver, trustee, then in all such cases and debts owing to laborers or employes, which have accrued by reason of their labor or employment to an amount not exceeding fifty dollars to each employe, for Avork and labor performed within six months next preceding the seizure of such property, shall be considered and treated as preferred debts, and such laborers or em- ployes shall be preferred creditors and shall be first paid in full, and if there be not, 24 INDIANA. Day's labor; payment of wages — Stat., §§ 7052-7059. sufBcient to pay them in full, then the same shall be paid to them pro rata, after paying costs. ARTICLE II. Day's Labor. Sec. 7052. Day's labor. 70.53. Where applicable. 7054. Violation; penalty. 7055. Secret invasion; penalty. § 7052. That on and after the passage of this act eight hours will constitute a legal day's work for all classes of mechanics, workingnien and laborers, excepting those engaged iu agricultural or domestic labor, but over work for an extra compensation by agreement between employer and employe is hereby permitted. § 7053. This act shall apply to all persons, firms, coiiK)rarions, companies or associa- tions employing labor in this State, and to all mechanics, workingmen and laborers now or hereafter employed by this State or any municipal corporation herein, through its agents, or officers, or in the employ of persons contracting with the State, or any municipal corporations thereof for per- formance of labor on the public works of this State, or such corporation. § 7054. Any person, firm, company, cor- poration or association doing business in this State, or any officer or agent of this State or uiuuicipal corporation thereof, who shall violate or otherwise evade the provi- sions of tliis act, shall be deemed guilty of a misdemeanor, and, upon conviction thei'eof, shall be fined in any sum not greater than five hundred dollars, and if the i)erson or persons violate the same be an officer or agent of this State, or of any municipal coii)oration thereof, he shall in addition to such tine, be removed from his position. § 7055. Any party or parties contracting with this State, or any municipal corpora- tion thereof, who shall fail to comply with, or secretly evade, the provisions hereof, by exacting and receiving more hours of labor than is herein fixed, he shall be deemed guilty of a misdemeanor, and upon con- viction thereof, shall be fined in any sum not greater than five hundred dcUars, and in addition thereto, in the option of the State or municipal corporation, forfeit such contract. ARTICLE in. Paym.ent of "Wages. Sec. 7056. Payment of employes. 7057. Employe may demand payment; pen- alty for refusal. 7058. Treferred claim. 7059. Payments to be made weekly. 70G0. Checks or cards to employes; Issuing prohibited; penalty. 7061. Sale of merchandise. 7062. Failure to pay wages; penalty. 7063. Penalty for violating act. Sec. 7064. Liens not affected. 7065. Pav of laborers. 7066. Kot to issue cards or checks In pay- ment. 7067. Sale of supplies to employe; price. 706.S. Failure to pay after demand. 7069. Violation of act a misdemeanor. 7070. I.ieus not affected. 7071. Waiver of money payment not pro- hibited. 7072. Procuring contract of waiver pro- hibited. 7073. Coercion to buy a particular place un- lawful. 7074. Attempt to coerce. 7075. Penalty. § 7056. That every company, corporation or association now existing, or hereafter organized and doing business in this State, shall, in the absence of a written contract to the contrary, be required to make full settlement with, and full payment In money to, its employes, engaged in manual or mechanical labor, for such work and labor done or performed by said employes for such company, corporation or associa- tion at least once in every calendar month of the year. § 7057. If any company, corporation or association shall neglect to make such pay- ment, such employe may demand the same of said company, corporation or association, or any agent of said company, corporation or association, upon whom summons might be issued in a suit for such wages, and if said company, corporation or association shall neglect to pay the same for thirty days thereafter, said company, corporation or association shall be liable to a penalty of one dollar for each succeeding day, to be collected by such employe iu a suit (to- gether with reasonable attorneys' fees in said suit) for said wages withheld: Pro- vided, That said penalty shall in no instance exceed twice the amount due and withheld. § 7058. All debts due any person for manual or mechanical labor shall be a pre- ferred claim in all cases against any in- dividual, copartnership, corporation or joint- stock company where the property thereof shall pass into the hands of an assignee or receiver, and such assignee or receiver in the distribution and payment of the debts shall be required to first pay in full all debts due for manual or mechanical labor before paying any other, except the legiti- mate costs and expenses. § 7059. That every corporation, association, company, firm or person engaged in this State in mining coal, ore or other mineral, or quarrying stone, or in manufacturing iron, steel, lumber, staves, heading barrels, brick tile, machinery, agricultural or me- chanical implements, or any article of merchandise shall pay each employe of such corporation, association, company, firm or person at least once every week the amount to such employe for labor, and such pay- ment sliall be in lawful money of the United States, and any contract to the contrary shall be void. INDIANA. 25 Payment of wages — Stat., §§ 7060-7071. § 70G0. That any person, copartnership, corporation or association, or any member, agent or employe thereof, who shall pub- lish, issue or circulate and check, card or other pai)er which is not commercial paper payable at a fixed time in any bank in this State at its full face value in lawful money of the United States, with eight per cent, interest or by bank check or currency issued by authority of the United States government, to auy employe of such person, copartnership, coiixvration or association, in payment for any work or labor, done by such employe or in payment for any labor contracted to be done by such employe shall be guilty of a misdemeanor, and upon con- viction thereof, shall be fined in any sum not more than one hundred dollars. § T0()1. It shall be unlawful for any cor- poration, company, association, firm or person, described in section 1 of this act, or the officers and agents of such to sell either directly or indirectly to any employe of such corporation, company, association, firm rir person any merchandise or supplies at a higher price than such merchandise or supplies are sold by such corporation, com- pany, association, firm or person to others for cash. § 7062. Every corporation, company, as- sociation, firm or person who shall fail, after demand for payment has been made, to pay employes for their labor, in con- formity with the provisions of this act, shall be liable to such employe for the full value of his labor, to which shall be added a penalty of one dollar for each succeeding day, not exceeding double the amount of wages due, and a reasonable attorney's fee to be recovered in a civil action and col- lectible without relief from valuation and appraisement laws. § 7063. Every coriwration, company, as- sociation, firm or person who violate any of the provisions of section three (3)* shall be deemed guilty of a misdemeanor, and upon conviction shall be fined in any sum not less than five nor more than one hun- dred dollars. § 70G4. This act shall not in auy way affect the liens of laborers as now secured to them by the laws of this State. § 7065. That every corporation, associa- tion, company, firm or person engaged, in this State, in mining coal, ore or other mineral, or quarrying stone, or in manufac- turing iron, steel, lumber, staves, heading barrels, brick, tile machinery, agricultural or mechanical implements, or any article of merchandise, shall pay each employe of such corporation, company, association, firm or person, if demanded, at least once every two weeks, the amount due such employe for labor, and such payment shall be in lawful money of the United States, and any contract to the contrary shall be void. § 7066. That any person, copartnership, corporation or association, or any member, agent or employe thereof, who shall publish, issue or circulate any check, card or other paijer, which is not commercial paper pay- able at a fixed time in any bank in this State, at its full face value, in lawful money of the United States, with eight per cent, interest, or by bank check or cuiTency issued by authority of the United States government, to any employe of such per- son, copartnership, corporation or associa- tion, in payment for any work of labor done by such employe, or in payment of any labor contracted to be done by such employe, shall be guilty of a misdemeanor, and upon conviction thereof shall be fined in any sum not more than one hundred dollars. § 7067. It shall be unlawful for any cor- poration, company, association, firm or per- son described in section one (1) of this act, or the ofllcers and agents of such, to sell, directly or indirectly, to any employe of such coi-poration, association, firm or person, any merchandise or supplies are sold by such corporation, company, association, firm or person to others for cash. § 7068. Every corporation, company, as- sociation, firm or person who shall fail for ten days after demand of payment has been made to pay employes for their labor, in conformity with the provisions of this act, shall be liable to such employe for the full value of his labor, to which shall be added a penalty of one dollar for each succeeding day, not exceeding double the amount of wages due, and a reasonable attorney's fee, to be recovered in a civil action and col- lectible without relief. § 7069. Every corporation or person who knowingly and wilfully violates any of the provisions of section three (3)* of this act, shall be deemed guilty of a misdemeanor, and upon conviction, shall be fined in any sum not less than five nor more than one hundred dollars. § 7070. This act shall not in any way affect the liens of laborers, as now secured to them by the laws of this State. § 7071. That it shall be unlawful for any owner, corixiration, association, company, firm or pei"son engaged in raining coal, ore or other minerals or quarrying stone, or in manufacturing iron, steel, lumber, staves, heading barrels, brick, tile, machinery, agricultural or mechanical implements or any article of merchandise, to directly or indirectly procure any person or persons to execute a contract or agreement to waive his or their legal right to demand or re- ceive from such owner, corporation, associa- tion, company, firm or person, at least once every two weeks, payment of the amount *§ 7061. * § Toor. 26 INDIANA. Coercion; blacklisting— Stat., §§ 7072-7078. due such person or persons for labor per- formed, in lawful money of the United States. § 7072. It shall be unlawful for any owner, corporation, association, company, firm or person enjrajred in this State in mining coal, ore, or other minerals or quarrying stone, or in manufacturing iron, steel, lumber, staves, heading barrels, brick, tile, ma- chinery, agricultural or mechanical im- plements, or any article of merchandise to directly or indirectly procure any person or persons to execute any contract or agree- ment by the terms which such person or persons agree to purchase any article of mei'chandise, food, groceries or supplies of any particular person, corporation, associa- tion, firm or company, or any particular place, shop or stoi*e in this State. § 7073. It shall be unlawful for any owner, manager, superintendent, operator, bank boss, agent or employer employes in any of the occupations described in section 1 of this bill, to hold out any tokens or in- ducements, or make any threats or promises of reward, or in any other way by words or acts, to coerce any of their employes to buy any article of merchandise, food, groceries or supplies of any particular per- son, corporation, association, firm or com- pany, or at any pai-ticular place, shop or store in this State. § 7074. It shall be unlawful for any owner, manager, superintendent, operator, bank boss, agent or employer to attempt by words or acts to coerce any of their employes to buy any article of merchandise, food, groceries or supplies of any particular per- son, corporation, association, firm or com- pany, or at any particular place, shop or store in this State. § 7075. Every owner, corporation, associa- tion, company, firm, person, manager, super- intendent, bank boss, agent or employer, who shall violate any of the provisions of this act, shall be deemed guilty of a mis- demeanor, and upon conviction thereof shall be fined in any sum not more than two hundred dollars. ARTICLE IV. Blacklisting, Sec. 7076. Preventing di.seharged employe from ob- taining work. 7077. Blacklisting. 7078. Statement of cause of discbarge. § 707G. That if any person, agent, com- pany or corporation, after having discharged any employe from his or its service, shall prevent, or attempt to prevent, by word or writing of any kind, such discharged em- ploye from obtaining employment with any other i)erson, company or corporation, such person, agent or corporation shall be guilty of a misdemeanor, and shall be punished by a fine not exceeding five hundred dollars nor less than one hundred doliai's, and such person, agent, company or corporation shall be liable in penal damages to such dis- charged person, to be recovered by civil action; but this section shall not be con- strued as prohibiting any person or agent of any company or corporation from inform- ing in writing any other person, company or corporation, to whom such discharged person or employe has applied for employ- ment, a truthful statement of the reasons for such discharge. Exemption of wages of employes. §§ 1)70-972. See act to regulate employment of women and cbildren at p. 31. § 7077. (As amended March 11, 1895.) If any railway company or any other com- pauj' or partnership or corporation in this State shall authorize, allow or permit any of its or their agents to blacklist any dis- charged employes, or attempt by words or writing, or any other means whatever, to prevent such discharged employe, or any employe who may have voluntarily left said company's service, from obtaining employ- ment with any other person, or company, said company shall be liable to such em- ploye in such sum as will fully compensate him, to which may be added exemplary damages. § 7078. It shall be the duty of any person, agent, company or corporation, after hav- ing discharged any employe from his or its service, upon demand by such discharged employe, to furnish him in writing a full, succinct and complete statement of the cause or causes of his discharge, and if such person, agent, company or corporation shall refuse so to do within a reasonable time after such demand, it shall ever after be unlawful for such person, agent, com- pany or corporation to furnish any state- ment of the cause of such discharge to any person or corporation, or in any way to black-list or to prevent such discharged persons from procuring employment else- where, sub.iect to the penalties prescribed in section 1 of this act (§ 707G): Provided, That said written cause of discharge, when so made by such person, agent, company or conioration at the request of such dis- charged employe shall never be used as the cause for an action for slander or libel, either civil or criminal, against the person, agent, company or corporation so furnish- ing the same. ARTICLE V. Importing Alien Laborers. Sec. 7070. Aliens; importation of labor. 7080. Contracts void. 7081. Penalty. 7082. Foreign residents. § 7079. That from and after the passage of this act, it shall be unlawful for any per- IXDIAIs^A. 27 Alien laborers; injuries to employes — Stat., §§ 7080-7084. son, company, partnership, or corporation, in any manner whatsoever, to prepay trans- portation or in any way assist or encourage the importation or migration of any alien or aliens, any foreigner or foreigners, into and State of Indiana under contract or agreement, parol or special, express or im- plied, made previous to the importation or migration of such alien or aliens, foreigner or foreigners, to perform labor or service of any kind in this State. § 70S0. That all contracts or agreements, express or implied, parol or special, which may hereafter be made by and between any person, company, partner.ship or corporation, and any foreigner or foreigners, alien or aliens, to perform labor or service, or having reference to the performance of labor or service, by any person in the State of In- diana previous to the migration or importa- tion of the person or persons whose labor or service is contracted for, into the United States, shall be utterly void and of no effect. § 70S1. That for every violation of any of the provisions of section 1 of this act, the person, partnership, company, or corporation violating the same by knowingly assisting, encouraging or soliciting migration or im- portation of any alien or aliens, or of any foreigner or foreigners into the State of In- diana to perform labor or service of any kind under contract or agreement, express or im- plied, parol or special with such alien or aliens, foreigner or foreigners, previous to becoming residents or citizens of the United States, shall b edeemed guilty of a misde- meanoi*. and upon conviction thereof, shall be fined in any sum not less than one hun- dred dollars nor more than five thousand dollars. § 7082. That nothing in this act shall be so construed as to prevent any citizen or subject of any foreign country temporarily residing in the United States, either in a private or otticial capacity, from engaging under contract or otherwise, persons not residents or citizens of the United States, to act as private secretaries, servants or domes- tics for such foreigner temporarily residing in the United States, nor shall this act be so construed as to prevent any person or persons, partnership or corporation, from en- gaging, under contract or agreement, skilled workmen in foreign countries to perform la- bor in the State of Indiana, in or upon any new industry not at present established in the State: Provided, That skilled labor for that purpose can not otherwise be obtained; nor shall the provisions of this act apply to professional actors, artists, lecturers or singers, nor to persons employed strictly as personal or domestic servants: Provided, That nothing in this act shall be construed as prohibiting any individual from assisting any member of his family, or relative, or personal friend to migrate from any foreign country to the State for the pui-pose of settlement here. ARTICLE VI. Injuries to Employes. Sec. 70&3. Liability for personal injuries. 7084. When damages not recoverable. 7085. Measure of damages. 7086. Laws of other State not a defense. 7087. Contracts of release void. § 7083. That every railroad or other cor- poration, except municipal, operating in this State, shall be liable for damages for per- sonal injury suffered by any employe while in its service, the employe so injured being in the exercise of due care and diligence, in the following cases: First. When such injury is suffered by rea- son of any defect in tlie condition of ways, with or in use in the business of such cor- poration, when such defect was the result works, plant, tools and machinery connected of negligence on the part of the corpora- tion, or some person entrusted by it with the duty of keeping such way, works, plant, tools or machinery in proper condition. Second. When such injury resulted from the negligence of any person in the service of such corporation, to whose order or direc- tion the injured employe at the time of the injury was bound to conform, and did conform. Third. Where such injury resulted from the act or omission of any person done or niade in obedience to any rule, regulation or by-law of such corporation, or in obedience to the particular instructions given by any person delegated with the authority of the corporation in that behalf. Fourth. Where such injury was caused by the negligence of any person In the service of such corporation who has charge of any signal, telegraph oflice, switch yard, shop, round-house, locomotive engine or train upon a railway, or where such injury was caused by the negligence of any person, coemploye or fellow servant engaged in the same com- mon service in any of the several depart- ments of the service of any such corporation, the said person, coemploye or fellow servant, at the time acting in the place, and perform- ing the dutj- of the coriwration in that be- half, and the person so injured, obeying or conforming to the order of some superior at the time of such injury, having authority to direct; but nothing herein shall be construed to abridge the liability of the corporation under existing laws. § 70S4. Neither an employe nor his legal representative shall be entitled under this act to any right of compensation or remedy against the corporation in any case where the injury results from obedience to anj' or- der Avliich subjects the employe to palpable danger, nor where the injury was caused by the incompetency of the coemploye and such incompetency was known to the em- ploye injured; or such injured employe, in the exercise of reasonable care might have discovered such incompetency; unless the 28 INDIANA. Injuries to employes; fees of secretary of state — Stat., §§ 70S5-7087, 7G31. employe so injured gave or caused to be given 'information thereof to the corporation or to some superior entrusted witli the gen- eral superintendence of such coemploye, and such corporation failed or refused to dis- charge sucli incompetent employe Avitliiu a reasonable time, or fail or refuse Avithin reasonable time, to investijrate the alledsed incompetency of the coemploye or superior, and discharge him if found incompetent. § 70S5. The damages recoverable under this act, shall commensurate with the injury sustained unless death results from such injury, when, in such case, the action shall survive and be governed in all respects by the law now in force as to such actions: Provided, That where any such person re- covers a judgment against a i-ailroad or other corpoi-atiou. and such coiToration takes an appeal, and, pending such appeal, the in- jured person dies, and the judgment ren- dered in the court below be thereafter re- versed, the right of action of such person shall survive to his legal representative. § 70S6. In case any railroad corporation whicli owns or operates a line extending into or through the State of Indiana and into or througli another or other States, and a person in the employ of such corporation, a citizen of this State, shall be injured as provided in this act, in any other State where such railroad is owned or operated, and a suit for such injury shall be brought in any of the courts of this State, it shall not be competent for such corporation to plead or prove the decisions or statutes of the State where such person shall have been injured as a defense to the action brouglit in this State. § 70S7. All contracts made by railroads or other corporations with their employes, or I'ules or regulations adopted by any corpora- tion releasing or relieving it from liability to any employe having a right of action under the provisions of this act are hereby declared null and void. The provisions of this act however shall not apply to any injuries sustained before it takes effect, nor shall it affect in any manner any suit or legal proceedings pending at the time it takes effect. CHAPTER XCIX. Offices and Officers. Art. 0. Secretary of State. 3u. Notaries public. ARTICLE IX. Secretary of State. Sec. 7631. Fees. 763J. Certificate not to be filed until fees paid. § 7r.?,l. That the secretary of State shall hereafter charge and collect, for the benefit of the State, the following fees, viz.: First. For tiling Avith such secretary of State the articles of incorporation, or a cer- tified copy or duplicate thereof, of any cor- lX)ration whose capital stock is ten thousand dollars or under, ton dollars. Of a corpora- tion whose capital stock is over ten thousand dollars, one-tenth of one per cent, upon the authorized capital stock of such association. Second. For filing with the secretary of State a certificate of increase of capital stock of any corporation having a capital stock where the amount of increase is ten thousand dollars, one-tenth of one per cent, upon the iDroposed amount of increased capital. Third. For filing with such secretary the articles of agreement, or a certified cojjy or duplicate thereof, of any consolidations of corpoi-ations having a capital stock, the fol- lowing fees shall be collected by the secre- tary of State: Said articles of agreement of consolidations shall be treated as the articles of incorporation of the new consolidated corporations created by such articles of agreements of consolidation, shall be the same in each case as is hereinbefore set forth for the filing of articles of incorpora- tion, or certified copies, or duplicate thereof, of a corporation having the same amount of capital stock as is provided for by the articles of agreement or consolidation; and in fixing' the amount of fees, no credit shall be allowed for fees previously paid by any of the constituent corporations, parties to such consolidation, but the same shall be determined solely by the amount of capital stock of the new corporation created by such articles of agreements of consolidation. Seventh. For filing with such secretary a certificate of the reduction of the capital stock of any coi-poration, five dollars. Eighth. For filing with such secretary a copy of the decree of court, changing the name of any corporation, five dollars. Ninth. For filing with such secretary an amendment of the articles of incorporation, twenty cents a hundred words, to be in no ease less than five dollars. Eleventh. For filing with such secretary a certificate of the extension of purpose, or cliange of domicle of any corporation, five dollars. Twelfth. For filing with such secretary other certificates, not herein enumerated, except certificates of election, for filing which no charge shall be made, twenty cents a liundred words, to be in no case less than five dollars. Thirteenth. For filing with such secretary any certified copy or duplicate of acceptance by any existing coriioration or association of the provisions of any statute passed sub- sequent to the incorporation of such cor- ])oration or association now recpiired by law to be filed with the secretary of State, or that may hereafter be required to be filed with the secretary in such casps. five dollars. § 7G32. All the fees in this act provided for INDIAl^A. 29 Taxation — Stat, §§ 8041, 8422, 8426, 8435, 8456, 8491. shall be paid into the State treasury, and shall be in addition to any fees that are now allowed br law to the secretary of State for personal services for filing any of the papers herein mentioned. And such secretary of State shall neither file nor record any of the articles of incorporation, certificates, dupli- cates, or other papers hereinbefore men- tioned, unless all fees for filing the same are first duly paid. ABTICLE XXX. Notaries Public. Sec. 8041. Who cannot be a notary public. § 8041. No person, being an officer in any corporation or association, or in any bank possessed of any banking powers, shall act as a notai-y public in the business of such bank, corporation or association. * * * CHAPTER CVni. Taxation. Art. 4. Property, where assessed. 5. Definitions and rules. 9. Domestic corporations. UK Proceedings against corporations. ARTICLE IV. Where Assessed. Sec. S422. Corporate property. 8426. Banks; broliers; stockjobbers, etc. § 8422. All corporate property, including capital stock and franchises, except where some other pi'ovision is made by law, shall be assessed to the corporation as to a natural person in the name of the corpora- tion. The place where its principal office in this State is situated shall be deemed its residence, but if there be no principal office in the State, then such property shall be listed and taxed at any place in the State where the coi-poration transacts business. [A tax assessed on the capital stock of a cor- poration is a tax on the property of which such capital is composed. Wljitncy v. City, 23 Ind. 336. There are in this State two recognized modes of taxing capital stock of corporations — by as- sessment against the corporation itself, and against the individual stockholders. Where stat- ute does not otherwise provide, stockholders are separately and severally listed by the assessor for the amount of their capital stock. Id. The actual value of such stock must in all cases be the criterion of taxation. Id. Shares of stock in incorporated companies, whether the property of such companies be tan- gible or intangible, are personal property. Sew- ard V. City, 79 Ind. 351. A city has the right to tax its citizens for stock owned by them in a foreign railroad company, al- though a tax has been paid thereon in the State where the corporation Is located. Id. Where all the property of a tangible corpora- tion is duly returned for taxation, and represents the entire capital of the corporation, the capital stock could not be assessed for taxation. Hy- land V. Coal Co., 128 Ind. 335; s. c, 26 N. E. Rep. 672. But where such tangible property is of less value than the capital stock, the latter is tax- able to the extent that it exceeds in value the tangible property. Hyland v. Steel Co., 129 Ind. 68; s. c, 28 N. E. Rep. 308. County board of equalization has exclusive original jurisdiction in assessment of capital stock of corporations, and whether value of such stock exceeds value of tangible property. Is for such board to decide. Jones v. Gas Co., 135 Ind. 594; s. c, 35 N. E. Rep. 390.] § 8426. The personal property of • • * all companies except companies specially provided for in this act, shall be listed and assessed in the township, town or city where such personal property is situated. ARTICLE V. Defi.nitions and Rules. Sec. 8435. Franchises. 8456. " Person " Includes corporations. § 8435. Every franchise granted by any law of this State, owned or used by any person or corporation, and every franchise or privilege used or enjoyed by any person or coi-poration, shall be listed and assessed as personal property. § 8456. The word " person," as used in this act, shall be held to include and mean " firm," " company," " association," or " cor- porations." ARTICLE IX. Domestic Corporations. Sec. 8491. Sworn statement. 8492. Schedule. 8493. Failure; duty of auditor of State. (Acts 1891, p. 199. In force March 6, 1891.) § 8491. Every street railroad, water works, gas, manufacturing, mining, gravel-road, plank-road, savings bank, insurance and other associations incorporated under the laws of this State (other than railroad companies and those heretofore specially designated) shall, by its president or other proper accounting officer, between the first day of April and the first day of June of the current year, in addition to the other property required by this act to be listed, make out and deliver to the assessor, a sworn statement of the amount of its capital stock, setting forth particularly: First. The name and location of the com- pany or association. Second. The amount of capital stock au- thorized, and the number of shares in which such capital stock is divided. Third. The amount of capital stock paid up. Fourth. The market value, or if no market value, then the actual value of the shares of stock. Fifth. The total amount of indebtedness, except the indebtedness for current expenses excluding from such expenses the amount paid for the purchase or improvement of property. Sixth. The value of all tangible property. Seventh. The difference in value between all tangible property and the capital stock. Eighth. The name and value of each fran- 30 INDIANA. Taxation; corporations — Stat., §§ 8492, 8493, S579-85T1. chise or privilege owned or enjoyed by such corporation. Such schedule shall be made in conformity to such instructions and forms as may be prescribed by the auditor of State. In case of the failure or refusal to make report, such corporation shall forfeit and pay one hun- dred dollars for each additional day such report is delayed beyond the first day of June, to be sued and recovered in any proper form of action in the name of the State of Indiana, on the relation of the' prosecuting attorney, such penaltj^ when collected, to be paid into the county treasury. And such prosecuting attorney in every case of con- viction shall be allowed a docket fee of ten dollars to be taxed as costs in such action. [Where all the tangible property of a corpora- tion is duly returned for taxation, and represents the entire capital of the corporation, the capital stock could not be assessed for taxation. Hy- land r. Coal Co., 128 Ind. 335; s. c, 26 N. E. Rep. 672. But where such tangible property is of less value than the capital stock, the latter is tax- alili' to the extent that it exceeds in value the tangible property. Hyland v. Steel Co., 129 Ind. US; s. c, 28 N. B. Rep. 308. Xo special notice of the time or place of boara of equalization to assess property of corporations need be given, if the law fixes such time and place. Hyland v. Coal Co., supra; Smith v. Manufacturing Co., 131 Ind. 150; s. c, 30 N, E. Rep. 947.] § 8492. Such statement shall be scheduled by the assessor, and such schedule, with the statement so scheduled, shall be returned by the assessor to the county auditor. The auditor shall annually, on the meeting of the county board of review, lay before said board the schedule and statements herein required to be returned to him, and said board shall value and assess the capital stock and all franchises and privileges of such companies or associations in the manner pro- vided in this act, and the said auditor shall compute and extend the taxes for all pur- poses on the respective amounts so assessed, the same as may be levied on other property in such towns, cities or other localities in Avhich such companies or associations are located. In all cases where the capital stock of any such corporation exceeds in value that of the tangible property listed for tax- ation, then such capital stock shall be sub- ject to taxation upon such excess of value; where no tangible properly is returned or found, and the capital stock has a value, it shall be assessed for its true cash value. But where the capital stock, or any part thereof, is invested in tangible property, re- turned for taxation, such capital stock shall not be assessed to the extent that it is so invested. Every franchise or privilege of any such corporation shall likewise be as- sessed at its ti'ue cash value. Where the full value of any franchise is represented by the capital stock listed for taxation then such franchise shall not itself be taxed; but in all cases where the franchises is of greater value than the capital stock, then the fran- chise shall be assessed at its full cash value, and the capital stock in such case shall not be assessed. § 8493. In case of the failure or refusal of the person or persons, joint-stoclc associa- tions, companies or coriwrations, their offi- cers, agents or employes specified in the preceding section to make and return the statements and reports therein provided for the auditor of State shall make out such returns, statements and valuations from the best information he can obtain, and for that purpose he shall have power to summons and examine, under oath, any person whom he may believe to have a knowledge thereof. And he shall add. to such valuation twenty- five per centum thereon. ARTICLE XIX. Proceedings Against Corporations. Sec. 8579. Collection from corporations. 8580. When tax is collected. 8581. Bill of discovery. § 8579. The county treasurer shall demand payment of all taxes assessed on incorpo- rated companies, except national banks and building and loan fund associations, from the president or other proper officer of such companies, in the same manner as in other cases, and if not paid shall proceed in the collection and payment thereof and penal- ties thereon in the same manner as in other cases, and shall be liable to the same penal- ties for the nonpayment of monej'S collected by him. § 8580, If such county treasurer shall not be able to collect any tax assessed upou any incoiiDorated company, he shall return the same to the county auditor and be allowed therefor as in other cases, and the county auditor shall certify the same, with the delinquent taxes, to the auditor of the State. § 8581, If any such company shall not have personal or real estate out of which to make such delinquent taxes, the auditor of State may, if he deem it expedient, cause to be filed in a proper court, a bill against such company for the discovery and sequestration of its property; which court shall order such part of the property of such company to be sequestered as they shall deem necessary for the purpose of satisfying the taxes, penalties and interest in arrears, with the cost of prosecution, and they may also, at their dis- cretion, enjoin such company and the offi- cers thereof from any further proceedings under their act of incorporation, and may order and direct such other proceedings as they shall deem necessary to compel the payment of such taxes, penalties, interest and cost; or such tax, penalties or interest may be recovered with cost from such de- linquent company by action in the name of the State, or in the relation of the auditor of State, in the circuit court of the proper county. IXDIAXA. 31 Prohibiting trusts and combinations — Act, March 5, 1897. LEGISLATIVE ACTS RELATING TO CORPORATIONS ENACTED SUBSEQUENTLY TO 1894. 1. Prohibiting trusts and combinations. 2. UcKulatiug the employment of women and chil- dren. Act 1. AN ACT to declare unlawful and void all arranfe'enients, contracts, agreements, trusts, or combinations made with a view to lesson, or which tend to lessen, free competition in the importation or sale of ai'ticles imported into this State or in the manufacture or sale of articles of domestic growth or of domestic I'aw material; to de- clare unlawful and void all arrangements, contracts, agreements, trusts or combina- tions between persons or corporations de- signed, or which tend to advance, reduce or control the price of such product or article to producer or consumer of any- such product or article; to provide for for- feiture of the charter and franchise of any corpoi'ation organized under the laws of this State, violating any of the provisions of this act, from doing business in this State; to require the attorney- general of this State to institute legal proceedings against any such corporations violating the provisions of this act, and to enforce the penalties prescribed; to prescribe penal- ties for any violation of this act; to au- thorize any person or corporation, damaged by any trust, agreement, or combination, to sue for the recovery of such damage, and for otlier purposes. Section 1. Be it enacted by the general assembly of the State of Indiana, and it is hereby enacted by the authority of the same. That from and after the passage of this act, all arrangements, contracts, agreements, trusts, or combinations between persons or corporations who control the output of said [any] article of merchandise, made with a view to lessen, or which tend to lessen, full and free competition in the importation or sale of articles imported into this State, and all arrangements, contracts, agreements, trusts, or coml)inations between persons or corporations who control the output of said articles of merchandise designed, or which tend to advance, reduce or control the price or the cost to the producer or to the con- sumer of any such product or article, are hereby declared to be against public policy, unlawful and void. § 2. Tliat any corporation, chartered under the laws of this State, which shall violate anj' of the provisions of this act, shall thereby forfeit its charter and its franchise, and its corporate existence shall thereupon cease and determine. Every foreign corpora- tion which shall violate any of the provi- sions of this act, is hereby denied the right to do, and is proliibited from doing business in this State. It is hereby made the duty of the attorney-general of the State to en- force this provision by due process of law. § 3. That any violation of the provisions of this act shall be deemed, and, is hereby declared to be destructive of full and free competition and a conspiracy against trade, and any person or persons who may engage in any such conspiracy, or who shall, as principal, manager, director, or agent, or in any other capacity, knowingly carry out any of the stipulations, purposes, prices, rates or orders made in furtherance of such conspir- acy, shall, on conviction, be punished by a fine of not less than one hundred dollars or more than five thousand dollars, and by im- prisonment in the penitentiary not less than one year or more than ten years; or, in the judgment of the court, by either such fine or such imprisonment. § 4. The persons designed by this act to be affected hereby are those who own, con- trol or manufacture the output of any par- ticular article of merchandise mentioned herein; Provided, however. That the pro- visions of this act shall not apply to agricul- tural products or live stock while in the possession of the producer or raiser. § 5. That any person or persons or corpo- rations that may be injured or damaged by uny such arrangement, contract, agreement, trust or combination, described in section 1 of this act, may sue for and recover in any court of competent jurisdiction, in this State, of any person, persons or corporation operat- ing such trust or combination the full con- sideration or sum paid by him or them for any goods, wares, merchandise or articles, the sale of which is controlled by such com- bination or trust. § 6. That it shall be the duty of the judges of the circuit courts of this State specially to instruct the grand juries as to the provisions of this act. § 7. That all laws and parts of laws in con- flict with the provisions of this act be and the same are hereby i-epealed. (Approved March 5, 1897.) Act 2. AN ACT to regulate the employment of women and children in manufacturing establishments, and to provide for the ap- pointment of inspectors to enforce the same. Section 1. Be it enacted by the general as- sembly of the State of Indian, That no per- 32 IXDIAXA. Employment of children; factories — Act, March 2, 1897. son under sixteen years of age and no woman under eighteen years of age, em- ployed in any manufacturing establishment, shall be required, permitted or suffered to work therein more than sixty hours in any one week, or more than ten hours in any one day, unless for the purpose of making a shorter day on the last day of the week; nor more hours in any one week than will make an average of ten hours per day for the whole number of days in which such person or such woman shall so work during such week; and every person, firm, corporation or company employing any person under six- teen years of age or any women under eigh- teen years of age in any manufacturing establishment shall post and keep posted in a conspicuous place in every room where such lielp is employed a printed notice stat- ing the number of hours of labor per day required of such persons for each day of the week, and the number of hours of labor exacted or permitted to be performed by such persons shall not exceed the number of hours of labor so posted as being required. The time of beginning and ending the day's labor shall be the time stated in such notice: Provided, That sucli woman under eighteen and persons under sixteen years of age may begin after the time set for the beginning and stop before the time set in such notice for the stopping of the day's labor, but they shall not be permitted or required to per- form any labor before the time stated on the notices as the time for beginning the day's labor, not after the time stated upon the notices as the hour for ending the day's labor. § 2. No child under fourteen years of age shall be employed in any manufacturing es- tablishment within this State. It shall be the duty of every person employing chil- dren to keep a register, in which shall be re- corded the name, birth-place, age and place of residence of every person employed by him under the age of sixteen years; and it shall be unlawful for any proprietor, agent, foreman or other person in or connected with a manufacturing establishment to hire or employ any child under the age of sixteen years to work therein without there is first provided and placet! on file in the office an affidavit made by the parent or guardian, staling the age, date and place of birth of said child; if said child shall have no parent or guardian, then such affidavit shall be made by the child, which affidavit shall be kept on file by the employer, and said regis- ter and affidavit shall be produced for in- spection on demand made by the inspector, appointed under this act. There shall be posted conspicuously in every room where ' children under sixteen years of age are em- respectively. (No child under the age of six- ployed, a list of their names, with their ages, teen years shall be employed in any manu- facturing establishment who cannot read j and write simple sentences in the English language, except during the vacation of the public schools in the city or town where such minor lives. The factory inspector shall have the power to demand a certificate of physical fitness from some regular physi- cian in the case of children who may seem physically unable to perform the labor at which they may be employed, and shall have the power to prohibit the employment of auj' minor that cannot obtain such a cer- tificate.) § 3. No person, firm or corporation shall employ or permit any child under the age of fifteen years to have the care, custody, management of or to operate any elevator, or shall employ or permit any person under the age of eighteen years to have the care, custody, management or operation of any elevator running at a speed of over two hundred feet a minute. § 4. It shall be the duty of the owner or lessee of any manufacturing establishment Avhere there is any elevator, hoisting shaft or well-hole to cause the same to be prop- erly and substantially inclosed or secured, if in the opinion of the factory inspector it is necessary, to protect the lives or limbs of those employed in such establishment. It shall also be the duty of the owner, agent or lessee of each of such establishments to provide, or cause to be provided, if in the opinion of the inspector the safety of per- sons in or about the premises should require it, such proper trap or automatic doors so faslened in or at all elevator-ways as to form a substantial surface when closed, and so constructed as to open and close by the ac- tion of the elevator in its passage, either ascending or descending, but the require- ments of this section shall not apply to pas- senger elevators that are closed on all sides. The factory inspector may inspect the cables, gearing or other apparatus of ele- vators in manufacturing establishments and require that the same be kept in safe con- dition. § 6. Proper and substantial hand-rails shall be provided on all stairways in manufactur- ing establishments, and where in the opinion of the factory inspector it is necessary, the steps of said stairs in all such establishments shall be substantially covered with rubber, securely fastened thereon, for the better safety of persons employed in said estab- lishments. The stairs shall be properly sci'eened at the sides and bottom. All doors leading in or to such factory shall be so constructed as to open outwardly where practicable, and shall be neither locked, bolted nor fastened during working hours. § G. If in the opinion of the factox-y inspec- toi'. it is necessary to insure the safety of the persons employed in any manufactiuing establishment, three or moi-e stories in height one or more fire-escapes, as may be deemed by the factory inspector as neces- sary and sufficient therefor, shall be pro- vided on the outside of such establishment, IXDIAXA. 33 Emplojment of children; factories — Act, March 2, 1897. connected with each floor above the first, well-fastened and secured, and of sufficient strength, each of which fire-escapes shall have landings or balconies not less than six feet in len^h and three feet in width, guarded by iron railings not less than three feet in height, and embracing at least two windows at each story and connecting with the interior by easily accessible and unob- structed openings, and the balconies or land- ings shall be connected by iron stairs, not less than eighteen inches wide, the steps not to be less than six inches tread, placed at a proper slant, and protected by a well-socured hand-rail on both sides, with a twelve-inch wide drop-ladder from the lower platform reaching to the ground. Any other plan or style of fire-escape shall be sufficient, if ap- proved by the factor.v inspector, but if not so approved, the f.-u-tory inspector may notify the owner, proprietor or lessee of such estab- lishment, or of the building in which such establishment is conducted, or the agent or superintendent, or either of them, in writing, that any such other plan or style of fire-es- cape is not sufficient and may by an order in writing, served in lilce manner, require one or more fire-escapes, as he shall deem necessary and sufficient, to be provided for such establisliment at such location and such plan and style as shall be specified in such written order. Within twenty days after the service of such order, the number of fire- escapes required in such order for such es- tablishment shall be provided therefor, each of which shall be either of the plan and style and in accordance with the specifications in said order required, or of the plan and style In the sootion above described and declared to be sufficient. The windows or doors to each fire-escape shall be of sufficient size and be locf ted as far as possible consistent with accessibility from the stairways and elevator hatchways or openings, and the ladder thereof shall extend to the roof. Stationary stairs or ladders shall be provided on the in- side of such establishment from the upper story to the roof, as a means of escape in case of fire. § 7. It shall be the duty of the owner agent, superintendent or other person hav- ing charge of such manufacturing establish- ment, or of any floor or part thereof, to re- port in writing to the factory inspector all accidents or injury done to any person in such factory, within forty-eight hours of the time of the accident, stating as fully as pos- sible the extent and cause of such injury and the place Avhere the injured person is sent, with such other information relative thereto as may be required by the factory inspector. The factory inspector is hereby authorized and empowered to fully investigate the causes of such accidents, and to require such reasonable precautions to be taken as will in his judgment prevent the reoccurrence of similar accident.^:. § 8. It shall be the duty of any owner of any manufacturing establishment, or his agents, superintendent or other person in charge of the same, to furnish and supply, or cause to be furnished and supplied therein, in the discretion of the factory in- spector, where machinery is used, belt shift- ters or other safe mechanical contrivances for the purpose of throwing on or off belts or pulleys; and wherever possible, machinery therein shall be provided with loose pulleys; all vats, pans, saws, planers, cogs, gearing, belting, shafting, set-screws and machinery of everj' description therein shall be prop- erly guai'ded, and no person shall remove or make infective any safeguard around or attached to any planer, saw, belting, shaft- ing or other machinery, or around any vat or pan, while the same is in use, unless for the purpose of immediately making repairs thereto, and all such safeguards shall be promptly replaced. By attaching thereto a notice to that effect, the use of any machin- ery may be prohibited by the factory in- spector, should such machinery be regarded as dangerous. Such notice must be signed by the inspector, and shall only be removed after the required safeguards are pi'ovided, and the unsafe or dangerous machine shall not be \isod in the meantime. Exhaust fans of sufficient power shall be provided for the purpose of carrying off dust from emery wheels and grindstones, and dust-creating machinery therein. No person under eigh- teen years of age, and no women under twenty-one years of age, shall be allowed to clean machinery while in motion. § 9. A suitable and proper washroom and water-closets shall be provided in each manu- facturing establishment, and such water- closets shall be properly screened and venti- lated and be kept at all times in a clean condition, and if women or girls are em- ployed in any such establishment, the water- closets used by them shall have separate approaches and be separate and apart from those used by men. All water-closets shall be kept free from obscene writing and mark- ing. A dressing-room shall be provided for women and girls, when required by the factory inspector, in any manufacturing es- tablishment in which women and girls are employed. § 10. Not less than sixty minutes shall be allowed for the noonday meal in any manu- facturing establishment in this State. The factory inspector shall have the power to issue written permits in special cases, allow- ing shorter meal time at noon, and such permit must be conspicuously posted in the main entrance of the establishment, and such permits may be revoked at any time the factory inspector deems necessary, and shall only be given where good cause can be shown. § 11. The walls and ceilings of each room in every manufacturing establishment shall be lime-washed or painted, when in the opinion of the factory inspector it shall be 34 i:n^diana. Employment of children; factories — Act, March 2, 1897. conducive to the health or cleauliness of the persons workinsr therein. § 12. The factory inspector, or other com- petent person designated for such purpose by the factory inspector, shall inspect any building used as a workshop or manufactur- ing establishment or anything attached thereto, located therein, or connected there- with, which has been represented to l)e un- safe or dangerous to life or limb. If it ap- pears upon such inspection that the building ; or anything attached thereto, located therein, or connected therewith, is unsafe or dan- gerous to life or limb, the factory inspector shall order the same to be removed or ren- dered safe and secure, and if such notifica- tion be not complied with within a reason- able time, he shall prosecute whoever may be responsible for such delinquency. § 13. No room or rooms, apartment or apartments In any tenement or dwelling- house shall be used for the manufacture of coats, vests, trousers, knee-pants, overalls, cloaks, furs, fur trimmings, fur garments, shirts, purses, feathers, artificial tiowers, or cigars, excepting by tlie immediate member of the family living therein. No person, firm or corporation shall hire or employ any person to work in any one room or rooms, apartment or apartments, in any tenement or dwelling-house, or building in the rear of a tenement or dwelling-house, at making, in whole or in part, any coats, vests, trou- sers, knee-pants, fur, fur trimmings, shirts, purses, feathers, artificial flowers, or cigars without obtaining first a written permit from the factory inspector, which permit may be revoked at any time the health of the community, or of those employed therein, may require it. and which permit shall not be granted until an inspection of such prem- ises is made by the factory inspector, assist- ant factory inspector, or a deputy factory inspector, and the maximum number of per- sons allowed to be employed therein shall be stated in such permit. Such permit shall be framed and posted in a conspicuous place in the room, or in any one of the rooms to which it I'elates. § 14. No less than two hundred and fifty cubic feet of air space shall be allowed for each person in any workroom Adhere persons are employed during the hours between six o'clock in the morning and six o'clock in the evening, and not less than four hundred cubic feet of air space shall be provided for each person in any one workroom vchere per- sons are employed between six o''.lo'> CONSOLIDATION: articles of incorporation to be filed -t-, fees for filing .^c CONTRACTS: laws impairing obligations of 5 CORPORATIONS: not created by special act f actions against, place of venue service of summons appearance by attorney ,j ESTDEX TO li^DIANA. 39 CORPORATIONS — (Continued) : Page. change of name of, proceedings 9 indictment of 10 order of court declaring existence 10, 11 articles of incorporation to be filed 11 general powers 11 extension of existence beyond time limited 13 charter expiring, receivers to be appointed 13 duties of receivers 13 payments of debts 13. 14 franchise forfeited for failure to pay judgment 14 organized prior to constitution, existence extended 14 created by special act, change of place of business 15 election of directors 15 COUNTY: stock of corporation not to be subscribed for 5 credit not to be loaned to corporation 5 DAY'S LABOR: M'hat constitutes 24 penalty for requiring more hours 24 DEBTS: of corporations not to assumed by state 5 liability of stockholders for 15 enforcement of liability of officers for 21 DECREASE: of capital stock, by directors 15 DIRECTORS: change of place of business of certain corporations 15 election of, of certain corporations 15 number of, decrease or increase 15 share of stock, increase or decrease of amount 15 capital stock, increase or decrease 15 liability of stockholders, may increase 15 general act, resolution to adopt provisions of 15 of manufacturing, etc., companies 18 officers elected by 18 liability of, for failure to file certificate of reduction of capital stock 19 preferred stock, duties as to. (See Preferred Stock) 20 liability for false certificates, etc 20 for illegal dividends 21 for violations of law 21 DISCHARGED EMPLOYES: preventing from receiving employment 26 blacklisting prohibited 26 reasons for discharge to be stated 26 DISSOLUTION: continuance after, for certain purposes 13 DIVIDENDS: upon preferred stock 20 illegal, liability of directors for 21 ELEVATOR: appliances for safety of employes 32 EMPLOYES: wages of, when not subject to garnishment 'J liabifity of stockholders for debts due 21 preference of claims of 2L, _4 94. day's labor, what constitutes ■^■* 40 INDEX TO INDIANA. EMPLOYES — (Continued) : Page. wages to bo paid monthly 24 demand for, penalty for refusal IM to be paid weekly by certain companies 24 checks or cards not payable in money prohibited 25 penalties for violations 25 sale of merchandise to, at higher price 25 wages payable once in two weeks, when 25 contracts in contravention, illegal 25 for payment in merchandise, etc 26 coercion of, to buy merchandise of certain persons 20 injuries to, liability for 27 limitation of liability 27 damages, when not recoverable 27 commensurate with injuries 28 actions for, statutes of other states not to be pleaded 28 contracts relieving from liability, illegal 28 in factories, regulations to provide for safety 32. 3.5 discharged, preventing from receiving employment 26 not to be blacklisted 26 reasons for discharge to be stated 26 alien, under contract, employment of 26, 27 contractn for employment, invalid 27 EXECUTION: levy upon shares of stock 8 sheriff to have access to books 8 EXECUTORS: as stockholders, liabihties 13 right to vote upon stock 13 EXISTENCE: corporate, extended beyond time limited 13 of corporations organized prior to constitution 14 of manufacturing, etc., companies, extension of 19 FACTORIES: regulations as to, for protection of employes 32-35 belt shifters 33 safeguards around machinery 33 FACTORY INSPECTOR: duties of, as to manufacturing establishments 32-35 FALSE: certificates and reports, liability of officers for 20 FEES: for filing articles of incorporation and other papers with secretary of state 28 FIRE ESCAPES: on factories, construction of 32, 33 FOREIGN CORPORATION: actions against, where brought 7 service of summons 7 notice of pendency 8 attachments against 8, 9 agents of, to file authority 15 suit against, consent to be filed 16 service of process upon agents 16 when not bring actions 17 who deemed agent of 17 liability of agents 17 forfeiture for transfer of suits 17 forfeiture of right to do business by unlawful combine '^1 INI>EX TO E\T)IAIs^A. 41 FRAN'CIIISE: Fagp. forfeiture for failure to pay judgment 14 mortgage of, by corporation 14 of corporation, personal property for purpose of taxation 29 GARNISHEE: to furnish statement of shares 9 GAS LIGHT COMPANIES: may extend pipes I'J power to furnish gas outside of city, etc 19 GUARDIANS: as stockholders, liabilities 13 right to rote 13 HAND RAILS: on stairways in factories 32 INCORPORATION: of manufacturing, mining and other corporations 17 certificate of, contents. (See Articles of Incorporation ) 18 to be filed IS INCREASE: of capital stock, by directors 15 INDICTMENT: of incorporation, summons on 10 plea 10 for nuisance 10 INSOLVENCY: liability of stockholders in case of 23 claims of laborers, preferred 23 INSOLVENT CORPORATION: receiver to be appointed for •'> 10 INSURANCE COMPANY: power to hold property ^^ JUDGMENT: franchise forfeited for failure to pay 1-1 LABORERS (See Employes): preference of claims of — LAWS: ex poste facto, not to be passed •* impairing obligations of contracts "^ LOANS: corporations may negotiate ^"^ MANUFACTURING CORPORATIONS: organization of ^* may incorporate for what purpose 1 ' certificate of incorporation 1^ to be filed 1^ management of business by directors 1^ reduction of capital stock 1^ preferred stock ^^ canals or races, construction of -1 limitations and restrictions 21, 2_ real estate, acquisition of — stock in water companies, may purchase -^ 42 im)EX TO INDIANA. MEETINGS: ^'''f- corporatious may call and regulate ii first, notice of, how served ^^- holders of preferred stock not to vote -0 MORTGAGE: corporation may borrow money on validity of, when not affected '* MUNICIPAL CORrORATIONS: laborers employed by, day's work |-"* penalty for requiring more hours -■* NAME OF CORPORATION: change of, application for notice of, publication proof of publication ^ decree, evidence of NOTARY PUBLIC: officera of certain corporations not to be -• ^ OFFICERS: corporations may elect and fix compensation 11 of manufacturing, etc., companies, election of IS to serve until successors qualify 1*^ liability of, for false reports and certificates ^0 for debts, how enforced ■^l ORGANIZATION: of corporation, order of court upon filing statement l"^'- H PENALTY: for failure to keep book of stockholders 13 PERSON: word includes corporation 10 PERSONAL INJURIES: to employes, when employer is liable ^'" damages for, when not recoverable 27 commensurate with injuries 28 statutes of other state no defense 28 contracts relieving from liability, illegal 28 PLACE OF BUSINESS: change of, of corporations organized under special act 15 residence of corporation for purpose of taxation 29 PLEADINGS: in actions against corporations 8 POWERS: generally of corporations 11 PREFERRED STOCK: manufacturing, etc., company may issue 19 articles of incorporation may provide for 19 stockholders may vote for 20 certificate of issuance, to be filed 20 limitation of amount of 20 dividends upon 20 holders of, not liable for debts '20 not to vote at meetings 20 redemption of, certificate to be filed 20 liability of directors for failure to file 20 PRICES: trusts or combinations to increase 31 INDEX TO IKDIAi^A. 43 PEOPERTY: Page. not to be taken without compensation 5 PROXY: mode of voting by, regulations 11 vote by, in manufacturing, etc., companies 1!^ PUBLIC WORKS: day's work of laborers upon 2^4 penalty for violation as to ^4 REAL ESTATE: corporation may mortgage 14 when may hold '21 acquisition of, by, for canals 21, 22 proceedings for condemnation 22 appraisal of damages 22 RECEIVERS OF CORPORATIONS: when may be appointed l>, 10 upon expiration of charter, application for 13 jurisdiction of circuit court 13 payment of debts by 13 compensation of, how paid 14 claims of laborers first paid 23 REPORT: annual, of manufacturing, etc., companies 20 liability of officers for false 20 SAFEGUARDS: around machinery in factories 33 SCHEDULES: of property of corporations, for purpose of taxation 20. 30 effect of failure to make 30 SEAL, COMMON: corporations may have 11 SECRETARY OF STATE: fees for filing certificates, etc., in office of 28 STATE: credit not to be loaned not to be stockholder B STATEMENT: of organization to be filed with clerk of court 1*1. 11 liability of officers for false 20 of property of corporation liable to taxation 2!J, 30 effect of failure to make 30 STEAMBOAT: construction companies, powers of IS STOCK: county not to subscribe to 5 execution against shares of S statement of shares owned by defendant 9 certificates of, stockholders to have 12 pledged, owner may vote 13 book containing facts as to 1^ inspection 13 failure to keep 13 of other corporations, when not to be purchased 10 issued to secure loans 14 amount of shares, change in 1"^ 44 INDEX TO IKDIAXA. STOCKS — (Continued) : P:ige. of manufacturing, etc., company, deemed personal estate 39 transfer of 19 preferred, issue of. (See Preferred Stock) 19 manufacturing company may acquire L'3 capital, withdrawal of, before payment of debts 13 increase or decrease in 15 of manufacturing, etc., companies, fixed 19 increase of 19 when to be paid in 19 payment of, how enforced 19 certificate of full payment 19 reduction of 19 taxation of liO. 30 STOCKHOLDER: state not to be ti to have one vote at meetings 11 certificates of stock to be issued to 12 executors, administrators and trustees, liabilities of 13 right to vote 13 book containing names of 13 subject to inspection 13 failure to keep, effect of 13 liability of, for debts of corporation 35 of manufacturing, etc., companies, directors to be IS election of directors by IS vote by proxy IS capital stock increased by 19 extension of coroporate existence 19 reduction of capital stock 19 may provide for issue of preferred stock. (See Preferred Stock) 19 liability of, for debts 2\ for debts due laborers 21 amendment of certificate by 21 liability of, in case of insolvency 23 directors may increase liability 15 SUB AND BE SUED: corporations may 11 SUMMONS: service of, upon corporations 7 TAXES: assessments of property of corporation, where made 29 franchises personal property for purpose of 29 statements to assessors for 29 effect of failure to make 30 collection of, by county treasurer 30 unpaid, return of, to county auditor 30 county auditor to return to state auditor 30 proceedings for collection 30 TENEMENTS: manufacturing in, regulated 34 TRUSTEE: ag stockholder, liabilities of 53 right to vote j3 TRUSTS: prohibited 3j^ IXDEX TO INDIAIN'A. 45 VIOLATION: Page, of provisions of law, liability of directors for 21 WAGES: when not subject to garnishment 9 of employes to be preferred 23. 24 to be paid monthly 24 demand of employe; penalty 24 to be paid weekly, by certain corporations 24 how to bo paid 25 checks not payable in money, prohibited 25 penalties for violations 25 payable once in two weeks by certain corporations 25 contracts for paj-ment of, contrary to statute 25 for payment in merchandise, etc 26 WASH-ROOM: in factories, for use of employes 33 WATER WORKS COMPANIES: may extend pipes 19 to furnish water outside of city, etc 19 WOMEN: 1 under eighteen, employment in factories 32 IOWA. TABLE OF CONTENTS. CONSTITUTIONAL PROVISIONS. p. Art. I. Bill of rights *^^_ VII. State debts ^.y. 5 VIII. Corporations - o GENEHAIi STATUTES. Part First. Public Law. TITLE I. OF THE GEXERAI. ASSEMBLY, THE STATf TES, ETC. Oh. 8. Of the statute*. 7 TITLE VI. OF REVENUE. Oh. 1. A^sesBinent of taxes ^ TITLE IX. OF CORPORATIONS. Oh. 1. Corporations for profit Y Foreign corporations 15 Part Second. Private Law. TITLE XIII. OF RIGHTS OF PROPERTY. Oh. 1. Rights of aliens ig Part Third. Code of Civil Practice. TITLE XVII. OF PROCEDURE IX COURTS OF ORIGINAL JURISDICTION. Ch. 3. Parties to an action 17 4. Place of bringing suit 17 6. Manner of commencing suits 17 8. Pleading 18 15. Security for costs 19 TITLE XVIII. OF ATTACHMENTS AND EXECUTIONS. Ch. 1. Attachments and garnishments 19 2. Executions 19 TITLE XX. OF PROCEDURE IN PARTICULAR CASES. Ch. 6. Actions to test corporate rights 19 9. Injunctions - 20 Part Fourth. Code of Criminal Procedure. TITLE XXlV. OF CRIMES AND PUNISHMENTS. Ch. 11. Offenses against public policy 20 TITLE XXV. OF CRIMINAL PROCEDURE. Oh. 17. Process upon indictment 21 18. Arraignment " LEGISLATIVE ACTS PASSED SUBSEQUENTLY TO TKE GENERAL STATUTES. IOWA. COXSTITUTIOX OF IOWA-185T. PROVISIONS RELATING TO CORPORATIONS. ARTICLE I. Bill of Rights. Sec. 18. Trivate property not to be taken with- out compensation. 21. No law shall be passed impairing ob- ligation of contracts. ARTICLE VII. State Debts. Sec. 1. Credit of State not to be loaned to cor- porations. ARTICLE VIII. Corporations. Sec. 1. Corporations shall be created by general laws only. 2. Property of all business corporations sub- ject to taxation. 3. State shall not assume debts of, or be- come etoclcholder in any corporation. 12. All laws for creating corporations may be amended or repealed. ARTICLE I. Bill of Rights. § 18. Private property shall not be taken for public use without just compensation first being made, or secured to be made, to the owner thereof, as soon as the damages shall be assessed by a jury, who shall not take into consideration any advantages that may result to said owner on account of the improvement for which it is taken. Foreign corporation not to acquire or bold land. iS 3073, 3079. [Power of eminent domain is a necessary attri- bute of sovereignty, rather than any reserved right of the granting of property to the citizen. Noll V. R. R. Co., 32 Iowa, 66. Above section prohibits, by implication, the taliing of private property for anything but a public use. Banli- head v. Brown, 25 Iowa, 540. If a public use be declared by the legislature, courts will hold such use public, unless it manifestly appears from provisions of the act that It can liave no tendency to advance or promote such public use. Id. "What constitutes a taking. White v. R. R. Co., 64 Iowa, 281; s. c, 20 N. W. Rep. 436. A party can- not be deprived of lils property without provision for a Judicial proceeding either originally or by appeal. Ragatz v. Dubuque, 4 Iowa. 343. Benefits to accrue are not to be estimated. Deaton v. Polk Co., 9 Iowa, 594; Bland v. Hixenbaugh, ?>0 id. 532; Koestenbader v. Peirce, 41 id. 204; Britton V. R. R. Co., 59 id. 540; s. c, 13 N. W. Rep. 710. Legitimate taxation not within above pro- hibition. Morford v. Unger, 8 Iowa, 82. " Just eoinpensation " means a fair equivalent in money, and should be precisely commensurate with the injury sustained. Sater v. Road Co., 1 Iowa, 386; Henry v. R. R. Co., 2 id. 288. The compensation must be ascertained in the mode prescribed by law. McCrory v. Griswold, 7 Iowa, 248. Payment of damages is a condition precedent to right to enter upon and take the land. Henry v. R. R. Co., supra; Daniels v. R. R. Co., 35 Iowa, 129. A city cannot exercise right of eminent domain except the power be expressly given. Field v. Des Moines, 39 Iowa. 575.] § 21. No bill of attainder, ex post facto law. or law impairing the obligation of contracts, shall ever be passed. See Const., art. VIII, § 12; Statutes, § 1640. [While legislature may not deprive a corpora- tion of rights vested under Its charter it may pass laws in nature of police regulations, although they may operate to surrender the use of a fran- chise more burdensome or less remunerative. Rodemacher v. R. R. Co., 41 Iowa, 297. The articles of incorporation, together with the general incorporation laws, create the same re- lation between the State and the corporation which would exist if such general laws and arti- cles were embodied in a special legislative char- ter. State V. Ry. Co., 71 Iowa, 410; s. c, 32 N. W. Rep. 409.] ARTICLE VII. State Debts. Section 1. The credit of the State shall not, in any manner, be given or loaned to, or in aid of, any individual, association, or corpo- ration; and the State shall never assume, or become responsible for the debts or liabili- ties of any individual, association, or corpo- ration, unless incurred in time of war for the benefit of the State. ARTICLE Vm. Corporations. Section 1. No corporations shall be created by special laws; but the general assembly IOWA. Corporations — Const., Art. viii, §§ 2, 3, 12. shall px-ovide by general laws, for the organi- zation of all coriiorations hereafter to be created, except as hereinafter provided. See §§ 160S et eeq. § 2. The property of all corporations for pecuniary profit shall be subject to taxation the same as that of individuals. See Statutes, §§ 1276-1295. [Independent of this provision, the general as- sembly Is vested, by virtue of Its general legisla- tive authority, with power to subject all classes of property. Including that of corporations, to taxation for proper purposes. Davenport v. R. R. Co., 38 Iowa, 634. This section must be inter- preted as imposing the duty, instead of simply granting the power, to tax property of corpora- tions. Id. Their property should be taxed to same extent, for same purposes, and at same rates, as that of an individual. Id. This section subjects to taxation all corporations for pecuni- ary profit. Dubuque v. R. R. Co., 39 Iowa, 57. An act releasing railroad company from liability to municipal taxation held to be in conflict with above section. Land Co. v. County, 39 Iowa, 173. Taxation of shares of a corporation which may have some additional value by reason of good will, etc., of the business of a corporation is not unequal taxation. Bank v. Board. 64 Iowa, 140; s. c, 19 N. W. Rep. 889. Different method may be prescribed for assessing railroad property than that provided for property of same nature belonging to other owners. R. R. Co. v. Board, 67 Iowa, 199; s. c, 52 X. W. Rep. 128. In assessing for taxation, real estate of national banks is deducted from value of capital stock. Bank v. City, 86 Iowa, 28; s. c, 52 N. W. Rep. 334. Shares of stock in national bank are credits to be deducted from gross amount of credits listed for taxation. Id.] § 3. The State shall not become a stock- holder in any coiporatiou. nor shall it as- sume or pay the debt or liability of any cor- poi-ation, unless insured in time of war for the benetit of the State. [This section not violated by authorizing aid to be voted by counties toward construction of a railway. County v. R. R. Co., 4 G. Gr. 1. Nor by an act making an appropriation to a corpora- tion to assist it in testing validity of barb wire patents. Wire Co. v. Brown, 64 Iowa, 275; s. c, 20 N. W. Rep. 434.] § 12. Subject to the provisions of this article, the general assembly shall have power to amend or repeal all laws for the organization or creation of corporations, or granting of special or exclusive privileges or immunities, by a vote of two-thirds of each branch of the general assembly; and no exclusive privileges, except as in this article provided, shall ever be granted. See Const., art. I, § 21; Statutes, § 1640. [This section has reference exclusively to cor- porations for pecuniary purposes. Ex parte Prltz, 9 Iowa, 30.] IOWA. Construction; taxes; corporations— Stat, §§ 49, 1276, 1289, 1293-12'95. STATUTES OF IOWA- 1888. Part First. Public Law. TITLE I. OF THE GENERAL. ASSEMBLV, THE STATUTES, ETC. CHAPTER in. Of the Statutes. Sec. 49. Rules of construction. § 49. (13.) The Avord •' person " may be ex- tended to bodies corporate. [So held under statute as to garnishment. Wales T. Muscatine, 4 Iowa, 302. Above rule cannot be universally applied, especially in construing crim- inal statutes, because there are some crimes for which corporations cannot be punished. True rule laid down. Stewart v. Waterloo, 71 Iowa, 226; s. c, 32 N. W. Rep. 275.] TITLE VI. OF REVENUE. CHAPTEB I. Of the Assessment of Taxes. S«C. 1276. How listed. 1289. Credits, annuities, bank notes, stock. 1293. Who a manufacturer. 1294. Mnnufactiuing companies. 1295. Stock exempt. § 1276. * * * The property * * * of a body corporate, company, society, or partner- ship, [is to be listed] by its principal ac- counting officer, agent, or partner. * * * § 1289. Depreciated bank notes and the stock of corporations and companies shall be assessed at their cash value; * * * [Taxation of property of a corporation to the corporation, and shares of capital stock to its stockholder, is not unconstitutional. Cook v. Burliiiu-ton, 59 Iowa, 251; s. c, 13 N. W. Rep. 113. Real property of a private corporation is to be assessed under section 1302 of the Code. Shares of stock are, under above section, taxable in hands of owners. Whether this would amount to double taxation, quaere. Appeal of the Des Moines Water Co., 48 Iowa. 324. Stockholder is taxable upon his Interest in the corporate property, including sur- plus, as well as upon his capital stock. Ins. Co. V. Board, 37 N. W. Rep. 141. Shares of stock are to be taxed to the owner as his individual prop- erty. Henkle v. Keota, 68 Iowa, 334; s. c, 27 N. W. Rep. 250. Taxation of stock in savings bank. Bank v. Mittelbuscher. 4 McCrary, 361.] Assessing a corporation for corporate stock is proper, though it owns none, if the shares of the stockholders are not assessed. Robbins v. Ma- goun, 70 X. W. Rep. 700. Assessing realty and real stock as " corporation stock," held not to defeat the assessment. Id.] § 129.3. Any person who purchases, re- ceives!, or holds personal property of any description for the purpose of adding to the 30 value thereof by any process of manufactur- ing, packing of meats, refining, purifying, or by the combination of different materials, w-ith a view of making gain or profit bv so doing, and by selling the same, shall be held to be a manufacturer for the pui-pose of this title, and he shall list for taxation the average value of such property in his hands, estimated as directed in the preceding sec- tion; but the value shall be estimated upon those materials only which enter into the combination or manufacture. [A corporation manufacturing sewer pipes and drain tile is assessable as a manufacturer under above section. App. of Iowa Pipe & Tile Co., 70 N. W. Rep. 115. In assessing a manufacturer under above sec- tion, labor and fuel are not to be considered. Id.] § 1294. Corporations organized under the laws of this State for pecuniary profit, and engaged in manufacturing as defined by section eight hundred and sixteen of the Code (§ 1293), and which have their capital represented by shares of stock, shall, through their principal accounting officers, list their real estate, personal propertv, and moneys and credits, in the same manner as is required of individuals, and their ma- chinery used in their manufacturing estab- lishments shall, for the purpo.ses of this act, be regarded as real estate. § 1295. The owners of capital stock of manufacturing companies, as herein pro- vided for, having listed their propertv as above directed, shall be exempt from assess- ment and taxation. TITLE IX. OF CORPORATIONS. CHAPTEB I. Of Corporations for Pecuniary Profit. Sec. 1608. Who may incorporate. 1609. Powers. 1610. Articles to be adopted, signed and re- corded. 1611. Limit of indebtedness. 1612. Notice to be published. 1613. Notice to contain what. 1614. May begin business, when. 1615. Change of articles. 1616. Dissolution. 1617. Notice of. 1618. Individual liability. 1619. Duration and renewal. 1621. Penalty for fraud. 1622. Diversion of corporate funds. 1623. Dividends by insurance companies 1624. Cause of forfeiture. 1625. Keeping false accounts. 1626. By-laws to be posted. 1627. Amount of stock and indebtedness to be posted. IOWA. Corporations; powers — Stat., §§ 1608, 1609. Sec. Ifi28. Transfer of shares. 1G29. Nmi-usor of franchise. 1630. Expiration of charter. ir,31. Sinking; fund. lt;."?ii. Indivuhial liability of stockholders. ]f>;W. ('ori»>rato proptTty must he exhausted. 16.34. I'roceedings apalnst stockholders. IC^fi. Indemnity; contribution. liVW. Frnnchlsc may be sold on execution. IG."!?. Court may compel production of books. iri.W. Single Individual may incorporate. 1639. Estoppel. 1040. Legislative control. Foreign Corporations. Sec. 1641. Filing articles; permit. 1642. Permit essential. 1643. Removal of causes. 1644. Penalty. 1645. Repeal. § 1608. Any nuuiber of people may asso- ciate themselves and become incorporated for the tran.saction of any lawful busi- ness, including the establishment of ferries, the construction, ownership, operation and maintenance of canals, i"ailways, bridges or other works of internal improvement, and the purchase, ownership, operation and maintenance of any railroad sold or trans- fen*ed under power of sale or foreclosure of any mortgage, deed or trust; but such in- corporation confers no power or privilege not posse.ssed by natural persons, except as hereinafter provided. Bee Const, art VIII, § 1. § 1609. Among the powers of such body corporate are the following: 1. To have perpetual succession; Duration. § 1619. Dissolution. § 1616. For- feiture. §§ 1624, 4581-4603. Expiration. § 1630. 2. To sue and be sued by its corpoi*ate name; Estoppel to deny corporate existence when sued. 9 1639. Removal of causes by foreign corporation. I 1643. Foreign corporation may bring suit. S 3759. Venue of actions. §§ 3787-3790. Manner of commencing actions. §§ 3818, 3823. Pleading. {§ 3876, 3923. 3924. Security for costs. §§ 4137, 4138. Attachments and executions. §§ 4163, 4181, 4275. Actions to test corporate rights. §§ 4581- 4603. Injunctions against corporations. § 4627. Process upon an indictment against a corporation. S B711. Arraignment. § 5712. [A corporation must sue and be sued in its cor- porate name. R. K. Co. v. Keisel, 43 Iowa, 39. A stockholder may maintain action to restrain corporation from acts in excess of corporate power. Teachout v. St. R. Co., 75 Iowa, 722; 8. c, 38 N. W. Rep. 145. The use of the word " railroad " instead of " railway " in indictment for embezzling funds of the corporation, held not to be material. State V. Goode. 08 Iowa, .593; s. c 27 N. AV. Rep. 772. A railroad company cannot, in a legal proceed- ing, be properly designated by initial letters of its name, even though it may be shown that it is popularly known by such initial letters. Ac- cola V. R. R. Co., 70 Iowa, 185; s. c, 30 N. W. Rep. 503. A corporate name is that which Is adopted in the articles of incori>oration. If name is changed it must be done by change of articles, and the best evidence as to contents of articles is the articles themselves; therefore, held, that parol evidence of a change of name was not suffi- cient. R. R. Co. V. Keisel, supra. Where name of corporation consists of several words, the omis- sion, alteration or transjjosition of any of the words in the name used, if the words in "the name used were synonymous with the true name, is not a misnomer. Martin v. R. R. CV)., 59 Iowa, 411; s. c, 13 X. W. Rep. 424. A variance from true name of a corporation will d(»feat its contract If it appears that the conioratiou was intended to be bound and described in the instiument. Athearn V. Millersburg, 33 Iowa, 105. AN'liere note was made payable to order of '• The E<|uitable Life Insurance Co. of Iowa at its oflice," and was dated at the " ottice of the Equitable Life Ins. Co., Des Moines," held, that although the two nauies were not identical, it was reasonably ap- parent that they referred to the same corporation. Ins. Co. V. Gleason, 56 Iowa, 47; s. c, 8 N. W. Rep. 790. Declaration of persons related to corporation may be excluded from evidence when It is not shown that such persons were authorized to bind the corporation. McNamara v. Corporation, 88 Iowa, 502; s. c, 55 X. AV. Rep. 322. Admission by authorized agents of corporation is admlssiltle. Id. That directors allowed fraudulent judgment by default, is not prima facie fraudulent. Peatman V. Centerville L. H. & P. Co., 69 X. W. Rep. 541.] 3. To have a common seal, which it may alter at pleasure; Contract of coi-poration need not be under seal. § 1609 (6), note. [Signature of officer of a corporation, executing an instrument, being proved, seal will be pre- sumed genuine in absence of proof to contrary. Burden of proof is upon party objecting to the instrument. Blackshire v. Homestead Co., 39 Iowa, 624; R. R. Co. v. Lewis, .53 id. 101; s. c, 4 X. W. Rep. 842: Morse v. Beale, 68 Iowa, 463; s. C, 27 X. AV. Rep. 401. The seal itself is prima facie evidence that it was affixed to the instrument legally, b.v the proper authorit.v. Ooodnow v. Oakle.v, 68 Iowa, 25: s. c, 25 X. AA'. Rep. 912; Blackshire v. Home- stead Co.. supra. Corporations of all lilnds may be bound by con- tracts not under seal. Merrick r. Road Co., 11 Iowa, 74. A valid written contract may be made by a private corporation in this State without the use of a seal, even though such contract be one out of the ordinary course of business of the corpora- tion. AA'ater Co. v. Lumber Co., 85 Iowa, 112; s. c, 52 X. AV. Rep. 108.] 4. To render the interests of the stock holders transferable; See § 1628, and note. [By-laws of a bank provide that no transfer of stock should be made without consent of directors by any stockholder who Is liable as principal debtor or otherwise. Held, that the certificate and the by-laws constitute a contract between the bank and the defendant, creating a lien upon defend- ant's stock superior to that of an attaching credi- tor. Bank v. Ilanev, 87 Iowa, 101; s. c, 54 X. AV. Rep. 61.] 5. To exempt the private property of its members from liability for corporate debts, except as herein otherwise declared. See §§ 1618, 1632-1635. [Corporation may exempt the private property IOWA. Corporate powers — Stat., § 1G09. of its members from liability for corporate debts. Spence v. Const. Co., 36 Iowa, 407; Larson v. Dayton. 52 Iowa, 5t»i'; s. c., 3 N. W. Rep. 645. The only case in which private property of mem- bers beoomes liable for corporate debts is that pro- vided in section 1618. Bank v. Davies, 43 Iowa, 424. Individual liability only extends to amount of unpaid subscription to stock. "Warfield v. Canning Co.. 72 Iowa, 666: s. c. 34 X. W. Rop. 467. The fact that one corporation Is a stockholder In another, stockholders of former are not thereby made stockholders in latter, and cannot be held individually as such. Lancan v. (3onst. Co., 49 Iowa. 317. Exemption of corporators from per- sonal liability must be authorized by statute. Kaiser v. Rank, 56 Iowa, 104; s. c, 8 N. W. Rep. 772. Stockholder receiving stock at less than its par value cannot escape liability by transferring It to an insolvent. TVlsbard v. Hansen, 68 N. W. Rep. 691.] 6. To make contracts, acquire and transfer property, possessing the same powers in such n^spects as private individuals now enjoy; Obligation of contracts inviolable. Const., art. I, $ 21. Alien corporation cannot acquire lands. §§ 3073, 3079. Corporation may loan money from Ita sinking fund. § 1631. [Corporations possess all Incidental and Implied powers necessary or proper to carry into effect its general and express powers In respect to the transaction of Its business. Ins. Co. v. Packet Co.. 32 Iowa. 224. Corporations possess such powers only as are expressly conferred upon them and such as are necessarv to carry out those expressed powers. Teachout v. Ry. Co., 75 Iowa. 722; s. c, 38 N. W. Rep. 145. For the purpose of carrying out Its objects the powers of a corporation are aa extensive as those of nn individual, where they are not expressly limited, and it may borrow money and execute a mortgage upon the corporate property. Thomp- son V. Lambert, 44 Iowa, 239. Power to mortgage its property Is Incident to ordinary power of a corporation. Dunham v. Isett, 15 Iowa, 2S4. The simple act of becoming surety for another is not incidental to the prosecution of any busi- ness where power to borrow money may neces- sarily be implied, which may be exercised by is- suance of negotiable bonds. Gas Co. v. West, 50 Iowa. 16. Where Its articles authorized a corporation to purchase " any real estate or other property," it was not beyond its powers to purchase its own stock. Lumber Co. v. Foster, 49 Iowa, 25. Un- less restrained by statute, one corporation may sell its property to another. If done in good faith. Warfleld v. Canning Co., 72 Iowa. 666; s. c 34 N. W. Rep. 467; State v. Ry. Co., 71 Iowa, 410; s. c, 32 X. W. Rep. 409. Mortgage given by a corpora- tion to secure a debt in excess of limit prescribed by its articles Is not for that reason invalid, even though given to directors and shareholders as preferred creditors. Id.; Garrett v. Plow Co., 70 Iowa. 697; s. c, 29 N. W. Rep. 395. A private corporation is responsible, at least to extent of the consideration received, for Indebted- ness assumed to be contracted In excess of limit imposed bv Its articles. Humphrey v. Merc. Assn., 50 Iowa. "607. The doctrine of ultra vires will be applied only when contracts remain wholly executory. Thomp- son V. Lambert, 44 Iowa, 2.39. A corporation cannot retain benefits derived from an ultra vires contract, and then treat the contract as entirely void. Lucas v. Transfer Co., 70 Iowa. .541; s. c. .30 N. W. Rep. 771. Fvery per- son dealing with a corporation is charged with knowledge of its power as set out in its recorded articles of incorporation. Id. Where a corpora- tion contracts with third parties in regard to mat- ters apparently within its power, but which are ! in fact beyond them, the corporation must be held j liable for loss or damage to such third parties. Id. A corporation may make a binding contract in writing not under seal, and may also be bound . by verbal contracts. And may ratify the contract of an officer made outside the usual scope of his duties. Merrick v. Road Co., 11 Iowa, 74. A cor- poration may be bound by an implied contract. Rank v. Ins. Co., 66 Iowa, 617; s. c, 24 X. W. Rep. 2.39. The articles of Incorporation, together with the general incorporation laws, create the same re- lation between State and the corporation which I would exist if such general laws and articles ! were embodied In a special legislative charter. i State V. Ry. Co., 71 Iowa, 410; s. c, 32 N. W. I Rep. 409. Contract by corporation to surrender Its stock held to be valid in aTjsence of any expressed pro- hibition. Rollins V. Carriage Co., SO Iowa, 380; s. c, 45 X. W. Ucp. 1U37. Purchaser of stock may question validity of contract made by the corporation on ground that It Is ultra vires, though such contract was entered Into before the purchase of the stock. Carson v. Gaslight Co., 80 Iowa, 6.38; s. c, 45 X. W. Rep. 1068. A corporation has Incidental power to make any contract necessary and proper to accomplish the objects of Its creation. Wardner, etc., Co. V. Jack, 82 Iowa, 435; s. c, 48 X. W. Rep. 729. An oliicer or stockholder may enforce judgment for payment of cbiiins agaiust the corporation. Rollins V. Carriage C-'o., supra. A granting of power to make contracts gives a corporation power to sell and make conveyances of Its realty. Buell v. Buckingham, 16 Iowa, 284. And limitation upon power to sell implies a limi- tation on powei; to convey. Baak v. Dubuque, 15 Iowa, 394. Question of power of corporation to hold land Is a question between the corporation and the State, and cannot be raised bv third partv. R. R. Co. v. Lewis. 53 Iowa, 101; s. c, 4 X. W. Rep. 842. Can general superintendent of a railway be pre- sumed to have power to alienate or charge its lands? Kipp v. Kendall, 55 Iowa, 65; s. c, 7 X. W. Rep. 417. Power of such superintendent not to be proved by proving what president of company said about it. Id. Restriction upon power to sell property, not an inhibition upon power to mortgage it. Krider v. Trustees, 31 Iowa, 647. If a company professing a corporate existence which It does not possess, acquires. In its cor- porate name, the property of another, and con' veys the same, the sufficiency of such conveyance o" transfer may be inquired into collateVally. Carey v. R. R. Co., 5 Iowa, 358. And the fact whether the company ever had any corporate existence, so as to enable it to take and hold property, may be inquired into collaterally. Id. An allegation of fraud and misrepresentation by a corporation is sufficient without alleging that its officers or agents did not exceed their au- thority. Carey v. R. R. Co., 5 Iowa. .358. A corporation is not chargeable wifh notice of transactions between its officers acting as private individuals in a private transaction. Bank v. Gif- ford, 47 Iowa, 575. Director not necessarily precluded from be- coming purchaser at a foreclosure sale of property of the corporation. Hallam v. Hotel Co., 56 Iowa, 17S: s. c, 9 X. W. Rep. 111. A promissory note signed by president and secre- tary is not binding on the corporation in absence of any showing of authority or custom to execute notes. Cattron v. Soc. 46 Iowa, 106. Contracts between officers of a corporation, by which they were to derive advantage or profit from their positions, by purchase made nominally for the company but really for themselves, is void as against the other stockholders. Land Co. V. Walker, 50 Iowa, 376. A director may become a creditor of a corpora- tion and advance It money, or sell it property, and may enforce the obFigation therefor. Garrett v. Plow Co., 70 Iowa, C97; s. c, 29 X. W. Rep. 395. 10 IOWA. Articles of imx)rporation — Stat., §§ 1610, 1611. Where directors give authority to president and secretary to execute a note for a certain sum and interest, the insertion of an attorney's fee clatise in the note was in excess of the authority, and not bindlne on the corporation. Hardin v. Const. Co.. 7S Iowa. 726: s. c, 43 X. W. Rep. 54o. A corporation orcanized for manufacture and sale of musical Instruments may talie from its agent, in payment of indebtedness due from him, a note of a "third party belonging to him. Organ Co. V. Reddish. 51 Iowa. 55; s. c. 49 N. W. Rep. 104S. In absence of express authority, officers cannot sell stociv for less than par. Oliphant v. Min. Co.. G.T Iowa. 332: s. c. 19 X. W. Rep. 212: Jackson V. Traer. &i Iowa. 460; s. c. 20 X. W. Rep. 764. Nor accept property largely in excess of its value in pavment of stock subscription. Osgood v. King. 42 Iowa. 478. Increase of salarr of officer, by action of board of directors, validitv of. Clark v. Coal Co., 86 Iowa. 4.'>6: s. c, 53 X. W. Rep. 291. As to powers of corporations organized under laws of Iowa, see Reichwald v. Hotel Co.. 106 111. 439; Glover v. ■Wells, 40 111. App. 353.] 7. To establish by-laws, and make all rules and regulations deemed expedient for tiie manasrement of their affairs in accordance with law. Copy of by-laws must be kept posted. § 1626. By-laws subject to legislative control. § 1640. [The general power conferred upon directors to conduct affairs of a corporation carries with it as a necessary Incident implied powers essential to give effect to general powers. Hence, adoption of a by-law. even in the absence of express power, is not without color of authority. Hygum v. Ins. Co., 11 Iowa. 26. A by-law is entitled to a reason- able construction. Id. 25. By-law of insurance company printed In a policy is blncTing upon holder of policy. Id. 21.] § 1610. L-Vs amended March 28. 1898. and April 7, 1808.) Before commencing any busi- ness except their own organization, they must adopf articles of incon)oration. which must be signed and aclcnowledged by the incorporators, recorded in the office of the recorder of deeds of the county where the principal place of business is to be. in a book kept therefor, and the recorder must, within five days thereafter, indorse thereon the time when the same were tiled, and the book and page where the record will be found. Said articles thus indorsed shall then be for- warded to the secretary of State, and be by him recorded in a book kept for the purpose. Such corporation shall pay to tlie secretary of State, before a certificate of incorporation is issued, a fee of twenty-five dollars, and, for all authorized stock in excess of ten thousand dollars, an additional fee of one dollar per thousand. Should any corporation increase its capital stock, it shall pay a fee to the secretary of State of one dollar for each one thousand dollars of such increase, but in no event shall a fee in excess of two thou- sand dollars be charged under the provision of this section. The recording fee shall be paid in all cases. Farmers' mutual co-opera- tive creamery associations and corporations organized for tlie manufacture of sugar from beets grown in the State of Iowa shall be exempt from the payment of the incorpora- tion fee provided herein. Change of articles. § 1615. Individual liability for failure to comply. § 1618. Single Individual may incorporate. § 1638. [Failure to file articles in office of secretary of .'^tate does not render stockholder individually liable. Bank v. Davies, 43 Iowa, 424; Eisfeld v. Kenworth. 50 id. 389.] § 1611. Such articles of incon>oration must fix the highest amount of indebtedness or liability to which the coi'poratiou is at any one time to be subject, which must in no case, except in that of risks of insurance companies, exceed two-thirds of its capit.al stock. Provided, That the provisions of this section shall not apply to the bonds or other railway securities to be hereafter issued or guaranteed bj* railway companies of this State, in aid of the location, construction and equipment of railways, to the amount of not exceeding sixteen thousand dollars per mile of single track, standard gauge, or eight thousand dollai's per mile of single track, narrow gauge, lines of road for each mile of I'ailway actually constructed and equipped. Provided, furthei*. That the pro- visions of this section shall not apply to the debentures or bonds of any company, duly incorporated imder the provisions of this chapter, the payment of which debentures or bonds shall be secured by an actual trans- fer of real estate securities for the benefit and protection of purchasers of said deben- tures or bonds, such securities to be at least equal in amount to the par value of such bonds or debentures, and to be first liens upon unincumbered real estate worth at least twice the amount loaned thereon. Personal liability of shareholders. §§ 1609 (o), 1618, and note, 1632. [Incurring of liabilities greater than here pro- vided does not render stockholders individually liable. Langan v. Const. Co.. 49 Iowa, 317. A private corporation is responsible at least to the extent of the consideration received for indebted- ness assumed to be contracted in excess of limit imposed by the articles of incorporation. Hum- phrey V. Merc. Assn., 50 Iowa, 607. In such case the corporation is estopped from settilig up the limit. Id. A debt of a corporation beyond limit prescribed by its charter is not invalid, even though held by the directors. The latter are in no different position than that of any creditor, if debt was contracted in good faith. Garrett v. Plow Co., 70 Iowa, 697; s. c, 29 X. W. Rep. 395; Warfield v. Canning Co., 72 Iowa, 666; s. c, 34 X. W. Rep. 467. Provision in articles of incorporation that the total indebtedness " shall not at any one time exceed three hundred dollars, except by a ma- jority vote of tlie stockholders present at a called or annual meeting," is a substantial compliance with provisions of above section. Thornton v. Balcom. 85 Iowa. 198; s. c. 52 X. AV. Kep. 190. Above section does not require that full amount of capital stock authorized by the articles shall be subscribed to before corporation may begin business, when the articles provide tTiat the cor- poration may do so when a less amount therein stated is subscribed. Swehey v. Talcott, 85 Iowa, 103; s. c, 52 N. \V. Rep. 106.] IDWA, 11 Notice of orKnniiation; amondmonta, etc.— Stnt., $8 1012-1018. § l(U2. A notlw nmst also bo pubUshoil. \ spoolnl uuvthijr ohIUmI for that jmiposo; b\»t for four wiM>ks In suooosslon. In soiiio mows sulil olijuim's s\\t\\\ not b»» vallil unl<\ss ro paiuT MS .•..Mvoiil.MK as praotlinblo to ilu> i-oivb'tl t\\u\ imbllsiu'il is tho orljilnal arllrloM piiui-ipnl plnco of busliioss. j jiro r.'.piln<«l to bo; iiiul said chaiinos In tho I aiMlolos iiocd onlv bo sIuium! and aoknovvl [Aot8 of n .onioriuion will not !.,< vall.l unloss oil.L;od !>y tho olUoors of saiil ooi-poiatlon. puMlcalloii of iiotloo of orjjniil^ntlon Is nintlo ns lUlriHl l>,v law. KIsfolil v. Koiiworth. ^0 town, Pulilli'Miloii of nil !(l nrtU'los of lu- coriiorntloii. oomaluliiK' all iho n-ipilroiin'iiis of tli ArlU'los nio sul>J>>'M lo louUlnllvo oonlrol, § IdlO. , . I V olinnjro la tlio arlloloH. If proporly inmlo. U notloos nrovlilo.l tor li.v Htal\ito ami Hiatliis (liat I I>IiuIIiik' \inoa all NtooUluiUlors, H, U, Co, v. Whilo. "tho liuloli(<>iliioss of tlio oompaiiy nIwiII not i>x- t ft Iowa. lOit, lltit If mioIi ol(an«o aiMs a now and ceod tlino Iniiiilioil dollars at any ono tlino," la dlO'oront ImisImons lo that originally oonirninlatod ■UflliMcnt notloo umlor nliovo socilon. rhomioM v. NtooUliolilors who Iowa. n>S; s. c, W2 N. \V. Kop. UHi, j , ho ahsolvnl from llahllliv of iholr hiiI.n.'iIi.iIohm, .ip . .. . Id, Mat not \\hoi<> .•luinuo nioiilv rolaioN to tlaiu of nHvnn'i\t of Insiallniont of NahNorlpilon to Ntook. Id. A tMiporatlon havlnc onioroil Into a oontraot 5 It'.l.'l. Suoh notloo must oontalii: 1. Tlio naino of tlio oorpofatlon .and Its I uaihorlKod' by its artl.-loM. aa i-oninionocinont and termination of tlio corporation; r>. Ity what tdlh'i>rs or porsons iju' alTaIrs of the corporation .art* t<> bo oondnciod. and tho tlnios at whbdi thoy will Ito idootcd; (>. 'I'lio lilu'liost aiiiiumt of Indtditodnoss to which tho corporal Ion is at any timo to aub- Jool itsolf: 7. Wludlior private propcrtv is lo be o\ «u»pt from corponilo debts. A» to oontrncis In oxoo.ss of llndls of Imlobtotl- ness, HOC i mil. nolo. K.M'inittlon of pilvato prop- erty from corpora to debts. Soe S ItlOV) (ft), nolo. [Wlii'ro tho pnbllshoil artlolos of liioorporalloii did not Mtato whon ooriioratlon was to bi'ttln and torinlnalo. nor whore lis prlnolpal phu'o of buslnoss was lo lio. Iu>ld not to bo a siibsiaiilliil coiiipllanco with tho slalnlo. I'loftu v. iiran(;o Co.. til Iowa, ll'l; s. c. I.'. N, W. |{o|>. .Siift. Whon lunlltor In Issnliitr I'crllili-aii's lo a oorpora- tlon oMimot dotormlno tho oxolnslvo uso of ii iinine. (irand LoiIko v. (iraham, (1ft N. W. Uop. 837. A corporation oannol appropriate tlie exelnslve use of a name w lib'h was In nst> by anolher or- gnidxatlon. and had a well defined meaning:, at the time of the liieorporal l<>n. ld.| g pill. 'I'iio cdrpMi-.niioii may c(iiiiiucnco buslnoss as soon as tho art lidos of incorpora- tion arc tiled In llio olllce of tho recorder of doods. and thoir d monllis from such llliiif; in tlie recorder's olllci>. Individual liability for failure lo eomply. § ItUS. [Falhiri' lo lib- arlleles hi olllee of seoretary of State within three nunilhft does not render acts of a eorpoialluii void, nor ib'prlve If of Ms frail ohlses withiinl proeeodliiK's be Inslllnled for that purpose. llanU v. l».'ivles, •!;( Iowa, •I'.Jl.i 8 Itiin. Any of the provisions <»f the artbdes of Incorporal loll may bo (diaii^'cd at auy annual meotliiK of tho slm-klioldors or sideratlon therefor, eannot thereliy eseaiie llaldllty n|d arlleles had nol been r.eorded, Unniphrev v. .Vssn,, ftO Iowa, (U>7. Ar- lleb»s i»f Ineorporallon of eompany oryanU.ed for iteeuiilary proili ean be amended, how Uav v, lus, Co.. 7ft Iowa, mil; s. e,. ;i8 N. \V. Hep, 'llH. It Is mdy a material or railleal ehanue \\hl< articles of Incorporalittii, e\c<'pi by iiiiaiitmoiis consent, iinicss a dllVcrciil rule lias been luloplcd In tiudr artlclt>s. IMiralloii. $ mis. I'oi leltnre. § IH-JI, i:\plra- lloii. § lii;iO. .Sale of fraiuhlse nmler exoeiiilon does not dissolve, g KUtil. S 1(117, 'I'ho sanio period of newspaper pnldlcalion must precede any such prema- ture dissolution of !i coipoiiil ion as Is ro- tpiired at. Its creation, S Hits, A laiiiirc t,o comply siibstanllaily with the forcjioiii^ roipiisltions in ndallon to or;;atii/.atloii and publicity, renders tho Individual property of the stoi kiwdderH liable for lli(> coiponile tiebls. Ibit lids soo- tlon shall iiol bi> dcciiied applh'abio lo nill- w.'iy corporal ions .Mild corporators, and slock- liolders in railway companies shall bo llablo only lor tho amount of slot k Indd by them In said cimipanles. S.o Sf 1(U)» (5), UV.V2. Il'mler this seetlon fallnre lo lib' arlleles iloes nol roiider sloeUludilers Individually liable. Hank V. Iijivles. i;! Iowa. fJ I ; Stokes v, KImllay, 4 .Mi'Crary, '2iK>; I'Msi'eld v, Kenworlli, ftO Iowa, .'t.sii. In the elaiise " In ri'lalbin lo ornanly.allon and piibllellv " the word "ami" should be eon- slrued as "or," Failure In elllmr respeiM will roiidor sloekludders Individually liable. Id, ^'o Hold In ease of failure lo publish any notleo wlint- evor. Id.; .Marshall v, Harris, ftft Iowa, 18;i; h. e., 7 N, \V, Hep. .%0!>. Where arlleb's did nol stale priiielpal place of buslnoss or lime of I'ommemMiiK business, Ihi'l'it was snis cl-ilminir exemption under provisions of OeueHal Incorporation Law must show that company wius lesallv Incorporated ; an attempt to incon)orate and doiuK business under claim of incorporation, are not surlicient to ciejite such exempt on Kaiser V Hank, ->ii Iowa, 104; s. c, 8 N. W Rep. 77'' Sli"ht irregularities or omissions, sutncleut to"'sustarn action for forfeiture of charter, are iusufflcieiit to sustain action to enforce individual liabilltv of stockholder. Otherwise if Irregularity be mat"-»rial. Id. In suits against individuals claim- in" exemption from liability under General Incor- mlration Law, a more strict compliance with stat- utory renuirements must b° shown than in case plea of uul ticl corporation Is set up in suit bvtween a corporation and the stockholder or other individual, on liability contracted. Id By express provision stockholders in railway com- nanics are not liable beyond amount of their stock Bank v Davies, 43 Iowa, 424. A construction conv pany bas power to construct and operate a^ rail- way as a railway corporation. Langan v. Const. Co.. 49 Iowa, OK. Liability of members of un- incorporated associations. Keding v Anderson, 7^ Iowa. 4'J8; s. c, 34 i\. W. Rep. 300. A\ hile a material defect in organization may render corpo- rators incidentally liable as to creditors, as be- tween themselves their rights are to be deter- mined by the agreements in the articls. Heald v. Owen, 7!) Iowa, 23; s. c, 44 >. ^^ . Rep. 210. Persons dealing with a corporation as such, be- fore time that notice of incorporation is required to have been published, is not entitled, under section 1G18, to have the individual property of stockholders subjected to payment of a debt of the corporation growing out of such dealing, upon eround that publication of the notice was not com- pleted before expiration of three months after recording of articles as required by section 1614. Actual notice supersedes publication of. i horn- ton V. Balcom, 85 Iowa, 198; s. c, 52 >. \\ . Rep. 190.] § 1G19. Coiiiorations for the constructian of any work of Internal improvement, or for the business of life Insurance, may be formed to endure fifty years; those formed for other purposes cannot exceed twenty years in duration, but in either case they may be renewed, from time to time, for periods not greater respectively than was at first permissible, if three-fourths of the votes cast at any rejiular election for that purpose be in favor of such renewal, and if those wishing a renewal will puix-hase the stock of those opposed to the renewal at its fair current value. Dissolution. § 1616. Forfeiture. § iC24. Ex- piration. § 1G30. § 1621. Intentional fraud In failing to comply substantially with the articles of incorporation, or in deceiving tlie public or individuals in relation to their means or their liabilities, shall subject those guilty thereof to fine and imprisonment, or both, at the discretion of the court. Any person who has sustained injury from such fraiid, may also recover damages therefor against those guilty of participating in such fraud. Keeping false accounts. § 1625. [Mere intention to deceive not sufficient to ren- der stockholders liable. There must be some act fraudulently done. Miller v. Bradlsh. 69 Iowa, 278; s. c, 28 X. W. Rep. 594. Mere fact that a person is a stockholder in an insolvent corporation does not render him liable; a fraud in such case is not to be presumed. Spense v. (V)nst. Co.. 30 Iowa, 4(t7. In action to make individual oflicers lialjle under ab<)\e section, proof of a1)sence of intentional fraud and divei-sion of assets to their own use is a complete ie for debts of the holder to the corporation, will be held to take free of anv lien. Des Moines v. Bank, 66 X. W. Rep. 154.] § 1629. Any corporation organized in ac- cordance Avith the provisions of this chapter, shall cease to exist by the non-user of its franchises for two years at any one time, but such body shall not forfeit its fran- chises by reason of its omission to elect officers, or to hold meetings at any time pre- scrilK'd by the articles of incorporation or by-laws, provided such act be done within two years of the time appointed therefor. Forfeiture of franchises. §§ 4381-4603. 14 IOWA. Sinking fund; liability of stockholders — Stat., §§ 1G30-1634. § 1G30. Coi-poratious -whose oliartors ex- pire by their own limitation, or the voluntary act of the stockholders, may, nevertholoss, continue to act for the purpose of winding up their concerns. [Corporation will be kept alive by statute for purpose of winding up its business. R. R. Co. V. Horton, 38 Iowa, 33, 45. A voluntary dissolu- tion does not affect its powers to act for purpose of winding up Iti affairs, and does not affect right of a creditor, in equity at least, to be released from inequitable consequences of such dissolution. Turn Verein v. Funck, 18 Iowa, 469.] § 1G31. For the purpose of repairs, rebuild- ing, or enlarging, or to meet contingencie.s. or for the purijose of a sinking fund, the corporation may establish a fund which they may loan, and in relation to Avhich they may take the proper securities. Powers of corporations. § 1609. § 1G32. Neither anything in this chapter contained, nor auj' provisions in the articles of- incorporation, shall exempt the stock- holders from individual liability to the amount of the unpaid installments on the stock owned by them, or transferred by them for the purpose of defrauding creditors, and execution against the company may, to that extent, be levied upon the private property of any such individual. Limit of indebtedness. § 1611. Personal lia- bility. §§ 1609 (5), 1618. Proceedings against Stockholders. § 1634. [Such liability should be enforced by a pro rata apportionment. Hablitzel v. Latham, 35 Iowa, 550. Officers of a corporation cannot issue stock to a creditor at less than par value with agreement that it is to be paid-up stock. Creditor so accept- ing stock becomes liable as holder of unpaid stock to extent that par value exceeds debt for which it is taken. Jackson v. Traer, 64 Iowa, 469; s. c, 20 X. ^V. Rep. 764. A creditor thus accepting stock becomes a stockholder as much as though he had subscribed for it. Subscription is only necessary to render a person a stockholder where the stock is not delivered. Id. The fact that the stock was worthless at time of its issuance and acceptance does not relieve a stockholder, accept- ing it, from liabilitj'. Id. But, on these points, see Clark v. Bever, 31 Fed. Rep. 670. Unless expressly authorized, officers of a corporation can- not sell stock at less than par. Oliphant v. Min- ing Co., 63 Iowa, 332; s. c, 19 N. W. Rep. 212. Where stock of a company has all been issued as paid-up stock, the public has the right to assume that it has peen paid for in full either in money or property at a fair value. Goff v. Windmill Co., 62 Iowa, 691; s. c. 18 N. W. Rep. 3U7. Where the corporation, contrai-y to statute, but by agree- ment of stockholders, issues certificate of paid-up stock when only a pro rata portion has in fact been paid, this may be ground for proceeding to wind up the concern, but not for one subscriber, a party to the unlawful undertaking, to have his contract of subscription sot aside and pro rata payment refunded. AVhcre the corporation was organized for manufacture of a patented article, and all the stock was taken by defendants for their interest in the patent, which proved worth- less, held that they were personally liable to cred- itors of corporation to extent of stock so taken by them severally, under sections 1632 and 1634. Chis- holm V. Forny. 65 Iowa, SUH; s. c, 21 N. W. Rep. 664. Officers of a corporation cannot release stock- holder, to prejudice of creditors, from his obliga- tion to pay his subscription unless transaction is in every respect fair. Osgood v. King, 42 Iowa, 478. Where president gave a mortgage to cor- poration in payment for his stock, he could not afterward surrender such stock and receive back the mortgage after insolvency of company. Burn- ham v. Ins. Co., 30 Iowa, 632. Liability "of stock- hi>lder under National Bank Act. Hale "v. Walker, ;H Iowa, :j44. The corporation cannot, by any ar- rangement upon its part, release a subscriber from his liability. Fact that subscription was to be paid in property instead of money does not so release liim. Singer v. Given, 61 Iowa, 93; s. c, 15 X. W. Rep. 858. A stockholder cannot, as against creditor, set up claims for services, or for I'.se of property, for which corporation is indebted to liim. Id. A railroad comi)any may, in good faith, release a stockholder from liability, either with or without consent of creditors and other stockholders. Gelpcke v. Blake. 19 Iowa, 263. Execution against corporation can be levied on private property of a stockholder only after judg- ment has been obtained against him as provided in section 1634. Bayliss v. Swift, 40 Iowa, 648. See. also, Hampson v. Weare, 4 id. 13; Bailey v. R. R. Co., 13 id. 97. In case of failure to compl.y witii the statute in reference to organization and notice, rendering a stockholder individually liable, he becomes so primarily, and may be sued in tke first instance. His relation to creditors is the same as if no attempt had been made to incor- porate. Marshall v. Harris, 55 Iowa, 182; s. c, 7 X. W. Rep. 509. A parol subscription to stock is valid in ab- sence of any statute or provision in the articles of Incorporation requiring such agreement to be in writing. Sav. Bank v. Hotel Co., 88 Iowa, 4; 3. c, 55 X. W. Rep. 67. A subscriber to stock of a corporation is liable to garnishment for amount due on such subscrip- tion. Supra.] § 1033. In none of the cases contemplated in this chapter, can the private property of the stockholders be levied upon for the pay- ment of corporate debts, while corporate property can be found with which to satisfy the same; but it will be sufficient proof that no propertj' can be found, if an execution has issued on a judgment against the cor- poration, and a demand lias been thereon made of some one of the last acting officers of the body for property on Avhich to levy, and if he neglects to point out any such property. [The fact of demand and refusal may be shown by the official return of the execution, which re- turn must be regarded as conclusive, though evi- dence may be introduced to show that no such return was made. Singer v. Given, «;i Iowa, 93; s. c, 15 X. W. Rep. S5S.] § 1G34. Before any stockholder can be charged with the payment of a judgment rendered for a corporate debt, an action shall be brought against him, in any stage of which he may point out corporate prop- erty subject to levy; and upon his satisfying the court of the existence of such property, b.v affidavit or otherwise, the cause may be continued, or execution against him stayed, until the property can be levied upon and sold, and the court may subsequently ren- der judgment for any balance which there may be after disposing of the corporate property; but, if a demand of property has been made as contemplated in the preceding IOWA. 15 Salo of franchise; defense, etc.; foreign corporations — Stat., §§ 1635-1641. section, tlie costs of said action shall in any event, be paid by the company or the defendant therein, but he shall not be per- mitted to controvert the validity of the judg- ment rendered against the corporation, un- less it was rendered through fraud and collusion. [It Is competent for a court, under above sec- tion, to render judgment against delinquent stock- holder, in an action founded in a judgment against the corporation. Singer v. Given, 61 Iowa, 94; s. c, 15 X. W. Hep. 858. To cbarsre a stoci^holder it must appear that there was a valid claim against the corporation. Corse v. Sand ford, 14 Towa, 2Si>. The issue of stocli to promoters for property taken at a gross valuation, held fraudulent as to creditors. Wishard v. Hansen, 68 N. W. Rep. 691. Evidence held to justify a finding that defend- ant stockholder was chargeable with notice of the fact, that the stock held by him was origi- nally issued for less than its par value. Id. Tlie burden is on stockholder to show that he was an innocent purchaser without notice of In- adequacy of the price originally paid on the Issue of stock. Id.] § lii.35. When the private property of a stockholder is taken for a corporate debt, he may maintain an action against the cor- poration for indemnity, and against any of the other stockholders for contribution. § 1G:'.0. The franchise of a corporation may be levied upon under execution and sold, but the corporation shall not become thereby dissolved, and no dissolution of the original corporation shall affect the franchise, and the purchaser becomes vested with all the powers of the corporation therefor. Such franchise shall be sold without appraise- ment. Dissolution. § 1616. § 1637. In any proceedings by or against a corporation, or against a stockholder, to charge his private property or the dividends received by him, the court is invested with power to compel the officers to produce the books of the corporation, on the motion of either party, upon a proper cause being shown for that purpose. § 1638. A single individual may entitle himself to all the advantages of this chapter, provided he complies substantially with all its requirements, omitting those which from the nature of the case are inapplicable. § 1630. No l)odj' of men acting as a corpo- ration under the provisions of this chapter, shall be permitted to set up the want of a legal organization as a defense to an action against them as a corporation; nor shall any person sued on a contract made with such a corporation, or sued for an injury to its property, or a wrong done to its interest, be permitted to set up a want of such legal organization in his defense. [Person having contracted with a de facto cor- poration ■will not be permitted to question legal existence of such corporation as a defense to an action on such contract. Legality of incorporation will not be inquired into collaterally, but only in a direct proceeding instituted by the State for that purpose. College v. Duke, 14 Iowa, 14: Same V. Tedford, Id.; Mach. Co. v. Snow, 32 id. 433; Courtright v. Deeds, 37 id. 511. So also failure of a corporation to manage and conduct its business at places required by law cannot be successfully pleaded as a defense. Courtright v. Deeds, 37 Iowa, 504. The execution of a mortgage to a corporation admits its corporate existence, and estops mortgagor from denying same. Frank- lin V. Twogood, 18 Iowa. 516. And where the corporation seeks to enforce a bequest in a will, its claim cannot be resisted because of defective organization. Quinn v. Shields, 62 Iowa, 129; s. c, 17 X. AV. Kep. 437. And a corporation having en- tered into a contract and received benefits thereof is estopped from denying its own existence. Humphrey v. Assn., 50 Iowa, 6()7. An action bo- gun by a corporation cannot be defeated on ground that its olEcers were not legally elected. Car- rothers v. Spring Co., 61 Iowa. 681; 6. c, 17 N. W. Rep. J3. Above section does not apply, when. (College V. Duke, supra, distinguished.* Kirkpat- rick V. Church, 63 Iowa, 373; s. c, 19 X. W. Rep. 272. What acts would constitute " acting as a cor- poration " under above section? Kirkpatrick v. Church, 63 Iowa, 372; s. c, 19 X. W. Rep. 272. Where corporation has entered into a contract authorized by its amended articles, and received the consideration therefor, it cannot interpose defense that such amended articles had not been recorded. Humphrey v. Assn., 50 Iowa, 6o7. The estoppel provided for by this section applies only to a body of men acting as a corporation for pecu- niary profit. Kirkpatrick v. Church, supra. AVhen objection to illegal organization can be taken only by proceeding by quo warranto. Quinn v. Shields, 62 Iowa, 129; s. c, 17 X. W. Rep. 437.] § 1640. The articles of incorporation, by- laws, rules, and regulations of corporations hereafter organized under the provisions of this title, or whose organization may l^e adopted or amended hereunder, shall, at all times, be subject to legislative control, and may be, at any time, altered, abridged, or set aside by law, and every franchise ob- tained, used, or enjoyed by such corporation, may be regulated, withheld, or be subject to conditions imposed upon the enjoyment thereof, whenever the general assembly shall deem necessai'y for the public good. Articles may be changed by stockholders. § 1615. See Const., art. I, § 21; art. VIII, § 12. Foreign Corporations. § 1641. Hereafter any corporation for pe- cuniary profit other than for carrying on mercantile or manufacturing business organ- ized under the laws of any other State or of any territory of the United States or of any foreign country desiring to transact its business, or to continue in the transaction of its business in this State shall be and hereby Is required, on and after September, (first) A. D., 1886, to file with the secretary of State a certified copy of its articles of in- corporation duly attested, accompanied by a resolution of its board of directors or stockholders, authorizing the filing thereof and also authorizing service of process to be made upon any of its otficers or agents in this State engaged in transacting its busi- ness, and requesting the issrjance to such 16 IOWA. Foreign oorporation ; aliens — Stat., §§ 1(542-1045, 3073, 3079. corporation of a permit to transact business in this Stato. Said application to contain a stipulation that said permit shall be subject to eacli of the provisions of this act. And thereupon the secretary of State shall issue to such corporation a permit in such form as he may prescribe for the general transaction of the business of such corporation. And upon the receipt of such permit such corpo- ration shall bo permitted and authorized to conduct and carry on its business in this State. Provided, That nothing in this act con- tained shall be construed, to prevent any for- eign coii^orations, from buying, selling, and otherwise dealing, in notes, bonds, mort- gages, and other securities, or from enforcing the collection of the same, in the federal courts, in the same manner, and to the same extent, as is now authorized b3' law. Xon-residents prohibited from acquh'ing title to real estate. §§ 3073, 3079. Foreign corporation may bring suit in this State. § 3750. But must give security for costs. §§ 4137, 413S. § ltj42. No foreign corporation which has not in good faith complied with the pro- visions of this act, and taken otit a permit, shall hereafter be authorized to exercise the power of eminent domain or exercise any of the rights and privileges conferred upon cor- porations imtil they have so complied here- with and taken out such permit. § 1643. Any foreign corporation sued or impleaded in any of the courts of this State upon any contract made or executed in this State or to be performed in this State or for any act or omission, puljlic or private, arising, oi-iginating, or liai)peuing in the State, who shall remove any such cause from such State court into any of the federal courts held or sitting in this State, for the cause that such corporation is a non-resident of this State or a resident of another State than that of the adverse party, or of local prejudice against such corporation, shall thereupon forfeit and render null and void any pernnt issued or authority granted to such corporation to transact business in this State; such forfeiture to be determined from the record of removal, and to date from the date of filing of the application on which such removal is affected (etfected). and whenever any corporation shall tlius forfeit its said permit no new permit shall be issued to it for the space of three months, unles.s the executive council shall for satisfactory reasons cause it to be issued sooner. [This statute is unconstitutional for the reason that it nialios the stipulation not to remove cases to the federal courts a condition for obtaining the permit to do business. Barron v. Burnsido, 121 U. S. 186; s. c, 7 Sup. Ct. Rep. 931.] § ir>44. Any foreign corporation that shall carry on its business and transact the same on and after Septend)er 1, 188(5, in the State of Iowa by its otticers, agents, or otherwise. without having complied with this statute and taken out. and having a valid permit shall forfeit and pay to the State for each and every day in which such busine.ss is transacted and carried on the sum of one hundred dollars to be recovered by suit in any court having jurisdiction. And any agent, otticer or employe who sliall know- ingly act or transact such business for such corporation when it has no valid permit as provided herein shall be guilty of a misde- meanor and for each offense shall be lined not to exceed one hundred dollars or im- prisoned in the county jail not to exceed thirty days and pay all costs of prosecution. § Kil.j. All acts and parts of acts incon- sistent with the provisions hereof are liereby repealed; Provided. That nothing contained in this act shall relieve any company, cor- poration, association or partnership from the performance of any duty or obliuation now enjoined upon them or required of them or either of them by the laws now in force. Part Second. Private Law. TITLE XIII. OF RIGHTS OF PROPERTY. CHAPTER I. Rights of Aliens. Sec. 3073. Non-resident prohibited from acquiring title to real estate. 3079. Act does not apply to resident aliens. § 3073. CAs amended April 14. 189(>.i Non- resident aliens, or corporations incorporated under the laws of any foreign country, or corporations organized in tliis country, one- half of the stoclc of which is owned or con- trolled b3' non-resident aliens, are proliibited from acquiring title to or holding any real estate in this State, except as hereinafter provided, * * * Provided, That nothing in tliis act contained shall prevent aliens from having or acquiring property of any kind Avithin the corporated limits of any city or town in tlie State or lands not to exceed three hundred and twenty acres in the name of one person or any stock in any corporation for pecuniary profit or from alienating or devising the same. The i>ro- visions of this chapter shall not affect the distribution of personal property and shall applj' to real estate heretofore devised or descended when no proceedings or forfeiture have been commenced. Rights and requirements of foreign corporations. §§ 1641-1645. Rights to acquire property. § 1609 (G). § 3079. This act shall not apply to aliens who are residents of the State of Iowa, who shall have the same right to acquire, hold and dispose of property as natural-born citizens of the United States. IOWA. 17 Actions — Stat., S*? 3759, 3787-3790, 3817, 3818. Part Third. Code of Civil Practice. TITLE XVIII. OF PROCEDURE IBT COURTS OP ORIGIIVALi JURISDICTION. Ch. 3. Parties to an action. 4. Of place of bringing suit. 6. Of tlie manner of commencing actions. 8. Of pleading. 1.5. Of security for costs. CHAPTER III. Parties to an Action. Sec. 37.50. Foreign corporations. § 37.'>9. Foroign corporations may bring suit in the courts of this State in their cor- porate name. Must give security for costs. § 4137. Attach- ment of stocli. § 4181. Requirements of foreign corporations. § 1641. CHAPTER IV. Of Place of Bringing Suit. Sec. 3787. Actions against common carriers. 3788. Against construction companies. 3789. Against insurance companies. 3790. Oftice of agency In county. § 3787. Actions may be brought against railway corporations, the owners of mail stages, or other line of coaches or cars, in- cluding express companies, car companies, telegraph and canal companies, and the lessees, companies, or persons operating the same, in any county through which the line or road thereof passes, or is operated. Right to sue and be sued. § 1609 (1). [Railroad company has a residence in any county through which its road passes and in which It transacts business. Baldwin v. R. R. Co., 5 Iowa, 518: Richardson v. R. R. Co., 8 id. 260. Action against foreign railway company not having any office or line of railway within the State cannot be brought In the State on a cause of action arising elsewhere by means of service on an agent found here. Canning Co. v. R. R. Co., 24 Fed. Rep. 866. Bringing cars within the State for purpose of exhibition does not authorize service upon a foreign corporation owning such cars. Carpenter v. Air Brake Co., 32 Fed. Rep. 434. Railway companies are subject to jurisdiction of our courts the same as any person resident within the State. Mooney v. R. R. Co., 60 Iowa, 346; s. c, 14 N. W. Rep. 343. Provision as to telegraph companies is applicable to telephone companies. Franklin v. Tel. Co., 69 Iowa, 97; s. c, 28 N. W. Rep. 461.] § 3788. An action may be brought against any corporation, company, or person, en- gaged in the construction of a railway, tele- graph line, or canal, on any contract relating thereto, or to any part thereof, or for dam- ages in any manner growing out of the work tliereon, in any county where sucli contract was made, or performed in whole or In part, or where the worli was done out of which arose the damage claimed. [Venue of such actions will not be changed, when. Vaughn v. Smith, 58 Iowa, 553; s. c, 12 X. W. Rep. 604; Jordan v. Kavanaugh, 63 Iowa, 152; s. c, 18 N. W. Rep. 851.] § 3789. Insurance companies may be suf>d in any county in which is kept tlieir principal place of business, in which was n ade the contract of insurance, or in which the loss insured against occurred. [Under this section an action may be brought before a Justice of the peace against an insurance company in a county other than thaf of its resi- dence. Hunt v. Ins. Co., 67 Iowa, 742; s. c, 24 N. W. Rep. 745. Suit may be brought In the Cdunty where the loss occurs. Ins. Co. v. Granger, 62 Iowa, 272; s. c, 17 X. W. Rep. 504.] § 3790. When a corporation, company, or individual, has an othce or agency in any county for the transaction of business, any suits growing out of or connected with the business of that office or agency may be brought in the county where such othee or agency is located. Right of corporation to sue and be sued. § 1609 (2), note. Service of summons. §§ 3818, 3823. Verification of pleadings. §§ 3876 et seq. Security for costs. §§ 4137-4138. [The provisions of this section are permissive, not mandatory. Dean v. White, 5 Iowa, 266. Under this section a suit growing out of or con- nected with the business of soliciting policies of insurance in any county may be brought in that county. Life Assn. v. Walker, 50 Iowa, 75. This section merely designates where suit shall be brought, without defining the manner in which jurisdiction over the person is to be acquired. Id. It does not limit the right to commence a suit In the county where the agency is located to the time during which the agency exists. Ockerson v. Buruham, 63 Iowa, 570; s. c, 19 X. W. Rep. 676. The otfice or agency is one estab- lished for the purpose of carrying on the business for which the corporation is organized. Carpenter V. Air Brake Co., 32 Fed. Rep. 434.] CHAPTER VI. Of the Manner of Commencing Actions. Sec. 3817. Summons, how served on corporations. 3818. Service on agent of corporation. 3823. Service by publication. § 3817. When the action is against a municipal corporation, service may l)e made on the mayor or clerk, and if against any other conaoratlon, on any trustee or otiicer thereof, or on any agent employed in gen- eral management of its business, or on any of the last known or acting officers of said corporation, and if no person can be found on whom service can be made as provided in this and the preceding section,* service may be made by publication as provided in other cases. § 3818. When a corporation, company, or individual, has, for the transaction of any business, an office or agency in any county other than that In which the principal re- •Relatlng to service upon railroad corporations. 18 IOWA. Actious — Stat., §§ 3823, 3876, 3923, 3924, 4137, 4138. sides, service may be made on any agent or cleric employed in such oflice or agency, in all actions growing out of or connected with the business of that office or agency. See S 1609 (2), note; § 3790, note. [This section does not warrant service upon one agent. In an action growing out of the business of another and former agent, who conducted a different olHce in the same to%vn, ann a notice so served does not give jurisdiction over principal. Ins. ("o. V. Granger, 62 Iowa, 272; s. c, 17 X. W. Rep. .504. It allows sen^lce upon an agent in a suit against the principal in matters connected with the agency, but does not give jurisdiction over the principal by a notice of garnishiuent in a proceeding for collection of a debt from the agent in no manner connected with the agency. Mfg. Co. v. Stewart, 61 Iowa, 209: s. c, 16 X. W. Rep. 84. Service on a local soliciting agent in an insurance company is sufficient. It is not necessary that he should he a general agent, have an office or trans- act all the companv's business in the county. Ins. Co. V. Highsmith, 44 Iowa, 330. Notice upon an agent whose agency has expired, but who was still acting as such for the comple- tion of the business, was properly served upon him. Gross v. Nichols, 72 Iowa, 239; s. c, 83 N. W. Rep. 653.] § 3S23. SeiTice may be made by publica- tion, when an affidavit is filed that personal service cannot be made on the defendant within this State, in either of the following cases: 5. In actions brought against a non-resi- dent of this State or a foreign corporation, having in this State propeiiy or debts owing to such defendant sought to be talien by any of the provisional remedies, or to be appro- priated in any way. [Statute permitting service by publication must be strictly construed. Hartley v. Bovnton, 5 Mc- Crary, 453; Smith y. Smith, 4 G. Gr. 266; Tunis V. AVIthrow, 10 Iowa, 305; Bardsley v. Hiens, 33 Id. 157.] CHAPTER VIII. Of Pleading. Sec. 3876. Verification by corporation. 3923. Corporate capacity to be averred. 3924. Corporate capacity, how controverted. § 3876. Where a corporation is a party, the affidavit may be made by any officer thereof. § o923. A plaintiff suing as a corporation, * * * or in any other way implying cor- porate * * * capacity, need not state the facts constituting such capacity or relation, but may aver generally, or as a legal con- clusion, such capacity or relation; and where a defendant is held in such capacity or re- lation a plaintiff may aver such capacity or relation in the same general way. Right to sue and be sued. § 1G09 (1). [Corporate capacity must be averred, whether corporation is plaintiff or defendant, and a failure to do so will be ground for demurrer. Sweet v. Ervin, 54 Iowa, lol; s. c, 6 N. W. Kep. 156; By- Ington v. R. R. Co., 11 id. 502. An action in a name which is not that of the corporation cannot be maintained. Steamboat v. Wilson, 11 Iowa. 479.] § 3934. If either of the allegations contem- plated in tlie three preceding sections is con- troverted, it shall not be sufficient to do so in terms contradictoiy of the allegation, but the facts relied on shall be specially stated. [A general allegation of corporate capacity Is sufficient, and a bare denial will not put in issue corporate existence. Stier v. City, 41 Iowa, 353. But where a defendant sued is a corporation, an- swer denying that it was a corporation, or had ever been organized or attempted to be organized as such, such denial was held sufficient under this section. Folsom v. Freight Line, 54 Iowa, 490; s. c, 6 N. W. Rep. 702. In an action of a re- ceiver a mere denial that he has properly qualified as such is not sufficient to put such fact in issue, but the facts relied on .should bo specifically pleaded. Goodhue v. Daniels, 54 Iowa, 19; s. c, 6 N. W. Rep. 129. A general denial does not put in issue the existence of a corporation and its capacity to sue. Blackshire v. Homestead Co., 39 Iowa, 624. In an action against a railroad com- pany, an allegation that it was consolidated with another company before the commencement of the action need not be specifically denied. A general denial of each and every allegation of the petition Is sufficient. Koons v. Ry. Co., 23 Iowa, 493. Ob- jection that petition contains no averment of corporate existence of defendant is too late after judgment, and constitutes no ground for motion in arrest. Andre v. R. R. Co., 30 Iowa, 107.] CHAPTER XV. Of Secvirity for Costs. Sec. 4137. When required. 4138. Action dismissed for want of. § 4137. If a defendant shall, at any time before answering, malie and file an affidavit stating that he has a good defense in whole or in part, the plaintiff, if he be a non- resident of this State or a private or foreign corporation, before any other proceeding in the cause shall file in the clerli's office a bond, with a sufficient security to be ap- proved by the clerli, for the payment of all costs which may accrue in the action in the court in which it is brought or in any other to which it may be carried, either to the defendant or to the officers of the court. The application for such security shall be by motion, filed with the case, and the facts supporting it must be shown by affidavits annexed thereto, which may be responded to by counter-affidavits on or before the hear- mg of the motion, and each party shall file all his affidavits at once, and none there- arter. [These provisions apply to both domestic and foreign corporations. Ins. Co. v. Henderson, 38 Iowa, 446. But are not applicable to proceedings in justices' courts. Smith v. Humphrey, 15 Iowa, 428.] § 41.38. An action in which a bond for costs is required by the last section, shall be dismissed if a bond is not given in such time as the couit may allow. IOWA. 19 Attachmeuts, etc.; actions to test, etc.— Stat., §§ 4165, 4181. 4275. 4.5S1-4586. TITLE XVIII. OF ATTACHMENTS AXD EXECUTIONS. Ch. 1. Attachments and garnishments. 2. Executions. CHAPTER I. Attachments and Garnishments, gee. 4165. What petition for attachment must 4181. What may be attached and how. § 4165. The petition which asks an at- tachment mu.st in ail cases be sworn to. It must state: 1. That the defendant is a foreign cor- poration, or actinjr as snch; * * * § 4181. Stock or interest owned by the de- fendant in any company, and also debts dne him, or property of his held by third persons, ^ may be attached, and the mode of attach- i ment must be as follows: S. Stock in a company is attached by no- tifying the president or other head of the company, or the secretary, cashier, or other manaiering agent thereof, of the fact that the stock has been so attached. [Shares of stock of a corporation could not be levied on at common law. and the only method now Is that provided by this section. Mooar v. Walker, 46 Iowa, 164. Attaching creditor ac- quires priority over a transfer of the stock which does not appear on the books of the company. See § 1628: Lumber Co. v. Bank, 71 Iowa, 270; s. c, 32 X. W. Rep. 3.36.] CHAPTER II. Executions. Sec. 4275. Execution against stock in corporation. § 4275. Stock or interests owned by the de- fendant in any corporation, and also debts due him. and property of his in the hands of third persons, may be levied upon in the same manner provided for attaching the same. TITLE XX. OF PROCEDL'RE IN PAR- TICULAR CASES. Ch. 6. Of actions to test official and corporate rights. 9. Injunctions. CHAPTER VI. Of Actions to Test Official and Coi-porate Rights. Sec. 4.'>S1. For what causes. 4.')82. No joinder or conntcrclalm. 4583. When and by whom commenced. 4584. By private person. 4.585. Petition to contain what. 4586. Liability for costs. 4592. Judgment of ouster against corpora- tions. 4594. Pretended corporation; costs. 4.59.'S. Action against officers of corporation. 4.59R. Corporation dissolved. 4597. Bond of trustees. Sec. 4.")98. Action on. 4599. Duties of trustees. 4600. Books delivered to. 4601. Inventory. 4602. Powers of trustees. 4603. Penalty for refusing to obey order of cj urt. § 4581. A civil action by ordinary proceed- ings may be brought in the name of the State as plaintiff in the following cases: 1. Against any per.son unlawfully holding or exercising any public office or franchise within this State, or any office in any cor- poration created by this State; 3. Against any person acting as a corpora- tion witliiu this State without being author- ized by law; 4. Or against any corporation doing or omitting acts, which amount to a forfeiture of their rights and privileges as a corpora- tion, or exeiKrising powers not conferred by law; * * * Causes of forfeiture. §§ 1624, 1629; Act of 1890, p. 21. post. Irregular organization no de- fense. § 1639. [An action may be brought upon the relation of the auditor to close the business of an insur- ance company for failure to comply with statu- torv provisions as to method of conducting busi- ness, and for the purpose of such action it will be assumed that the corporation was duly or- ganized. State V. Aid Assn., 59 Iowa, 125; s. c, 12 N. W. Rep. 782.] § 4582. To such action there shall be no joinder of any other cause of action, nor any counterclaim. § 4583. Such action may be commenced by the district (county) attorney at his dis- cretion, and must be so commenced when directed by the governor, the general assem- bly, or a court of record. § 4584. If the district (county) attorney, on demand, neglect or refuse to commence the same, any citizen of the State having an interest in the question, may apply to the court in which the action is to be com- menced, or to the judge thereof, for leave to do so. and, uix)n obtaining such leave, may prosecute the action to final judgment in other respects as provided. § 4585. The petition shall contain plain statement of the facts which constitute the grounds of the proceeding, and, with the notice, and all the subsequent pleadings and proceedings, shall conform to the rule given for procedure in civil actions in title seven- teen of this Code, except so far as the same are modified by this chapter. § 4586. When such action is brought upon the relation of a private individual, that fact shall be stated in the petition, and the order allowing him to prosecute may require that he shall be responsible for costs in case they are not adjudged against the defendant. In other cases the payment of costs shall be regulated by the same rule as in criminal actions. 20 IOWA. Actions to test, etc.; injunction — Stat., §§ 4592-4603, 4627, 5429, 5G0. § 4592. * ♦ * If a corpoi-ation be found to liave violated the law by which it holds its existence, or in any manner to have done acts which amount to a surrender or forfeit- ure of its privileges, judpuient shall be ren- dered that such defendant be ousted and altofretlier excluded from such * * * franchise, or privilege, and also that he pay the costs of the proceeding. § 4.">94. In ca-se judgment is rendered against a pretended but not real coii^ora- tlon, tlie cost may be collected from any i>er- 9on Avlio has been acting as an officer or proprietor of such pretendeerson injured by the negligence or wrongful act of the trustees in the dis- charge of their duties. § 4.599. The trustees shall proceed imme- diately to collect the debts and pay the lia- bilities of the corporation, and to divide the surplus among those thereto entitled. ■ § 4*500. The court shall, upon application for that purpose, order any officer of such corporation or any other person having pos- sesssion of any of the effects, books, or papers of the corporation, in anywise neces- sary, for the settlement of its affairs, to deliver up the same to the trustees. § 4601. As soon as practicable after their appointment, the trustees shall make and file in the office of the clerk of the court, an inventoi-y of all the effects, rights, and credits which come to their possession or knowledge, the truth of which inventory shall be sworn to. § 4602. They shall sue for and recover the debts and property of the corporation, and shall be responsible to the creditors and stockholders respectively, to tlie extent of the effects which come into their hands. § 4603. Any person who, without good rea- son, refuses to obey any order of the court, as herein provided, shall Ik? deemed guilty of contempt of court, and shall be fined in any sum not exceeding five thousand dol- lars and imprisoned in the county jail until he com]ily with said order, and shall be far- ther liable for the damages resulting to any person on account of his refusal to obey such order. CHAPTER IX. Injunctions. Sec. 4G27. Reasonable notice to be given. § 4627. An injunction to stop the general and ordinary business of a corporation, or the operations of a railway * * * (.^n only be granted upon reasonable notice of the time and place of the application to the party to be enjoined. [Section applied. District Tp. v. Barrett, 47 Iowa, 110.] Part Fourth. Code of Criminal Procedure. TITLE XXIV Sec. OF CRIMES AXD PCXISH- MEXTS. CHAPTER XI. Offenses Against Public Policy. 5429. Blacklisting employes. 5430. Same by agents. § 5429. If any person, agent, company or corporation, after having discharged any em- ploye from his or its service shall prevent or attempt to prevent by word or ■oTitiug of any kind such discharged employe from ob- taining employment with any other person, company or corporation, except by furnish- ing iu writing on request a tnithful state- ment as to the cause of his dischai'ge, such person, agent or corporation, shall be guilty of a misdemeanor and shall be punished by a fine not exceeding five hundred dollars nor less than one hundred dollars, and such per- son, agent, company or corporation sliall be liable in penal damages to such discharged person to be recovered by civil action; but this section sliall not be construed as pro- hibiting any person or agent of any com- pany or corporation from informing in writing any other person, company or cor- poration setting forth a truthful statement of the reasons for such discharge. See Act 2, at p. 22. § 5430. If any railway company, any other company or partnership or corporation in this State shall authorize or allow any of its or tlieir agents to blackli-st any discharged employes or attempt by word or MTiting or any other means whatever to prevent such discharged employe or any employe who may have voluntarily left said company's service from obtaining employment with any other pei-son or company, except as provided for iu section one hereof (section 5429). such person or copartnership shall be liable in treble damages to such employe so prevented from obtaining employment, to be recovered by him by a civil action. See Act 2, at p. 22. IOWA. 21 Iiidirtiiii'iit: trusts — Stat., §§ 5711, 5712; Act, May C, 1800. TITM-: XXV. OF CRIMINAL. PROCEDIKE. Cb. 17. Of process upon an intlictnu-nt. 18. Of arraignment of defendant. CHAPTER XVII. Of Process upon an Indictment. Sec. 5711. I'rocess against a corporation. § 5711. The process upon an indictment against a coi'poration sliall bo a notice; wliicli sliall be issued by the clerk at any time after tlie tiling of the indictment in his office, on the application of the district (county) attorney. The notice shall be under tiie seal of the court, and shall, substantially, notify the defendant of the finding of the in- dictment, of the nature of the offense charged, and that he must forthwith appear and answer the same. It may be served by any peace officer in any county in the State on any officer or agent of the defendant, l)y reading the same to him and leaving with him a copy thereof. It shall be returned to the clerk's office without delay, with proper evidence of its service; and, from and after two days from the time of the making of such service, the defendant shall be consid- ered in court, and thereafter shall be con- sidered to be present to all proceedings had on the indictment. [Corporations are to be construed as persons wlien the circumstances in whicli they are placed lire identical with those of natural persons ex- pressly included in a statute. Ttierefore, a cor- porntion was held liable for penalty provided for illegal sale of liquor. Stewart v. AVaterloo, 71 Iowa, 2i;(3; s. c. 32 X. W. Kep. 275. And it ap- peal's to be well settled that a corporation may be indicted and punished for a public nuisance, such as obstruction of a highway, navigable streams, etc. Id.] CHAPTER XVIII. Of Arraignment of the Defendant. Sec. 5712. Corporation not arraigned. § 5712. * * * Where a cori)oration is defendant, arraignment shall not be re- quired. LEGISLATIVE ACTS RELATING TO CORPORATIONS ENACTED SUBSE- QUENTLY TO 1888. 1. For the punishment of pools, trusts, combina- tions and conspiracies. 2. To protect employes and laborers In their claims for wages. 3. To legalize acknowledgments of deeds and con- veyances of land. Act 1. AN ACT for the punishment of pools, trusts, combinations and conspiracies, and as to evidence in .such cases. Be it enacted by the general assembly of the State of Iowa: Section 1. If any corporation organized un- der the laws of this or any other state or country, for transacting or conducting any kind of business in this State, or any part- nership or individual or other association of persons whosoever, shall create, enter into, or become a member of, or a party to, any trust, agreement, combination, con- federation or understanding with any other corijoration, partnership, individual, or any person or association of persons, to regulate or fix the price of any article of merchandise ov commodity, or shall enter into, become a memlier of or inirty to any pool, agreement, contract, combination or confederation to fix or limit the amount or quantity of any article, commodity or merchandise to be manufactured, mined, proration shall be se- cured by individual liability of the stocl<- holders to an additional amount equal to tlie stocic ownwl by each stocljliolder; and «i<; r-uii.icri in iin:- >i;mn," iiuiiL'S aim iia ijiiuie.s, — "■■••^.. ._-., <.t»v.ii ^n_fv_iiiiuiii^"r, auu under similar circumstances, disposes of the con | sucll other moans as shall be provided bv KANSAS. Corporations — Const., Art. xii, §§ 4, 6. law; but such iudividual liabilities shall not apply to railroad coriwratious, nor corpora- tions for rellgrious or charitable purposes. Such liability, liow enforced. |§ 1192, 1204. Limit of liability. § 1206. Contribution. § 120.5. fTho law in effect prohibits a bank from pur- cliMsinjr its own stock. Bank v. Wulfokuhler, 19 Kan. 65. Not only is the bank, with all its prop- erty, liable for its debts, but each stockholder is also liable for such debts to the amount of his stock. Id. ■Where no notice is given to the stockholder of the pendency of an action against the corporation, his liability" is secondary to the corporation, and exists alone by reason of this statutory provi- sion, and of that provision of the Constitution in pursuance of which the statute is enacted. How- ell V. Manglesdorf, 33 Kan. 196; s. c, 5 Pac. Rep. 759. AVhere a railroad company, operating a long line In the State, controls and manages another rail- road for the purpose of a local line, it will be held liable for the negligence of the men operating the same. Rv. Co. v. Davis, 34 Kan. 199; s. c, 8 Pa.\ Rep. 116. The above provision contemplates legislative ac- tion as to the means of enforcing such liability. Tut tie v. Xat. Bank, etc. (111.), 44 X. E. Rep. 984.] § 4. No right of way shall be appropriated to the use of any coiix»ration, until full com- pensation therefor be first made in money, or secured by a deposit of money, to the owner. irresi>ectiYe of any benefit from any Improvement proposed by such corporation. [The damages recoverable under above section can never be less than the actual value of the property taken. In the statutes relating to con- demnation proceedings, the word " owner " may be construed to apply to every person having any interest in the property. Smith v. Lahore, 37 Kan. 486; s. c, 15 Pac. Rep. 577. Railroads are not included witliin the intent of the act of congress of July 26, 1866, which de- clares that " the right of wa.v for the construction of highways over public lands not reserved for public uses is hereby granted." Ry, Co. v. John- son. 38 Kan. 142; s. c, 16 Pac. Rep. 125. Where a railroad company enters upon land and constructs its road, without the consent of the landowner and without making compensation for such land, the owner may pursue any of the ap- propriate remedies. Ry. Co. v. Fechheimer, 36 Kan. 45; s. c, 12 Pac. Rep. .362. And where the railroad is being operated through such land, the owner may regard the company's act as a taking of the property under right of eminent domain, and may bring an action for the damages he has sustained bv the appropriation. Cohen t. Ry. Co., 34 Kan. 158; s. c, 8 Pac. Rep. 138. The power of eminent domain is not granted to the legislature by the Constitution; it is in- herent to sovereignty, and the law-making body has the fullest liberty in the exercise of its power e.Kcept as restricted by the Constitution. Ry. Co. v. Ry. Co., 28 Kan. 4.53. The compensation for right of way appropriated to the use of corporations includes not only the value of the property taken, but also the loss the landowner sustains in the value of his property by being deprived of a portion of it. Reisner v. Atchison, 27 Kan. 382. Above article of the Constitution applies to canals, railroads and other similar cases in which some corporation takes a use or benefit in the pro- posed way, other than that enjoyed by the pub- lic. Pottawotomie v. O'Snllivan,' 17 Kan. 58. It is not a grant of power to appropriate private property to public use, but a restriction upon the exercise of such power. Id. The term " right of way " is not used as defin- ing the quantity of estate to be appropriated, but as meaning the right of passage irrespective of the estate or title to be acquired. Challiss v Ry. Co., 10 Kan. 117. The rule that a compensation must be first made in money, or secured by a deposit of monev, be- fore any right of way can be appropriated to the use of the corporation is imperative, and is not relaxed by the fact that the landowner has ap- pealed from the assessment of damages bv the commissioner, nor by the fact that he has re- covered a judgment for the amount thereof on such appeal. Ry. Co. v. Callender, 13 Kan. 496. The right of way does not pass until the com- I>ensation is secured. Blackshire v. Ry. Co., 13 Kan. 514. Xo man can be deprived of any right, title or Interest in his lands, except as expressly pro- vidi.'d by the provisions of the Constitution and statutory law; and he cannot be divested through such power of an.v greater interest in his land than the Constitution or statutes expressly pro- vide for. Shawnee v. Bockwith, 10 Kan. 603. An owner whose land has not been condemned may sue the railroad companv for trespass. Ry. Co. v. Weaver, 10 Kan. 344. The statutes of Kansas authorizing real estate to be appropriated to the use of a railroad com- pany for right of wa.v, so far as they apply to this case, do not contravene the provisions of the above section of the Constitution. Hunt v. Smith, 9 Kan. 137. On a trial of an appeal from the assessment of the value of land taken by a railroad company, evidence showing value of the land immediately before and after the location of the road is prop- erly admitted, but evidence of benefit to the land should be excluded. Ry. Co. v. Owen, 8 Kan. 40<). The railroad company must pa.v for the right of wa.v, irrespective of any benefit from the pro- posed improvement of the company. Ry. Co. v. Orr, 8 Kan. 419. Could even special benefits received by the plaintiff, b.v reason of the construction of said railroad track, be set off against the plaintiff's damages? Rv. Co. v. Andrews, 30 Kan. 597; s. c, 2 Pac. Rep. 667. Under the provisions of above section, a railroad compau.v must make full compensation for the right of wa.v appropriated to the corporation, ir- respective of an.v benefits or any improvements to the property from the construction of the road. Rv. Co. v. Ross, 40 Kan. 598; s. c, 20 Pac. Rep. 197. AVhere a railroad grade has been constructed and is afterward abandoned, it becomes the prop- erty of the owner of the land through which it was constructed, and if another railroad appro- priates the same it should pay to the owner the value of the land as enhanced bv such grade. Cohen v. Ry. Co., 34 Kan. 1.58; s. c, 8 Pac. Rep. 1.38. If a railroad company takes possession of a strip of land, with consent of a person in posses- sion of it, claiming title thereto, and who has color of title, in an action by the paramount owner for such taking, the railroad compan.v will not be considered a mere trespasser, but will be required to pay only the vahie of the land at the time it was taken, and the damages to the land not taken. Id.] § 6. The term corporations, as used in this article, shall include all associations and joint-stock companies having powers and privileges not possessed by individuals or partnerships; and all corporations may sue and be sued in their corporate name. Corporations defined. §S 11.52-11.54. " Person " includes. § 2588. May sue and be sued. § 1167. [" Corporation " defined. Leavenworth v. Casev, McC. 124.] KANSAS. Conveyauces; kinds of corporations, etc. — Stat., §§ 1113, 1152-1155. THE GE]:^EIIAL STATUTES OF KAE'SAS-1889. CHAPTER XXII. Conveyances. Sec. 1113. Private corporations may convey real estate; effect of deed. § 1113. All deeds, contracts, and convey- ances executed and acknowledged by private corporations, under and pursuant to section foiu- of chapter twenty-two of the general statutes of eighteen hundred and si.xty-eight, be and the same are hereby ratified and con- firmed; and all instruments of writing, exe- cuted and acknowledged under and pursuant to said section, now copied into the proper books of the oflice of the register of deeds of the several counties of this State, shall, upon the passage of this act. be deemed to impart to subsequent purchasers and incumbran- cers, and all other persons, notice of all deeds, mortgages, powers of attorney, con- veyances, contracts, and other instruments of writing, so far as. and to the extent that the same may be found recorded, copied, or noted in such books of recoi'ds, notwith- standing any defect in the exec\ition. ac- linowledgment, recording, or certificate of recording the same; and the record of such instrument, or a duly authenticated copy thereof, shall be competent evidence when- ever it shall be made to appear by the party's own oatli or otherwise, the original is shown to be lost, or not in tlie possession or under the control of the party wishing to use the same: Provided, That nothing herein con- tained shall be construed to affect any rights heretofore acquired by subsequent grantees, assignees, or incumbrancers. Power to convey realty. § 1107, snbd. 4; § 1198 CHAPTER XXIII. Corporations. .\rt. 1. Prclitiiiii.-iry provisions. 2. Creation of corporations. 3. Powers and dntics of corporations. 4. Miscellaneous provisions. 5. Dissolution of corporations. ARTICLE 1. PRELIMINARY PROVISIONS. Sec. 1152. Kinds of corporations. lir.3. Public corporation, wnat. lir>4 Kinds of private corporations. § 1153. A public corporation is one that has for its object the government of a por- tion of the State. § 1154. Private corporations are of three kinds: First, Corporations for religion. Sec- ond, Corporations for charity or benevolence; and. Third, Corporations for profit. " Person " includes. § 2588. ARTICLE II. CREATION OP CORPORATIONS. Private corporations, how created. Purposes for which they may be formed. The same. The same. Telephone companies. Powers. What charter must set forth. Name. What charter of road company must state. Must be subscribed and acknowledged. Must be filed and recorded; certified copy shall be evidence. Corporation shall exist from what time. Sec. 115.5. 1156. 1157. 1158. 1159. HOC. 1161. 1162. 1163. 1164. 1165. 1166. § 1152. Corporations are public; or, second, private. See Const., art. XII, § 6. either: First, § 1155. Private corporations may be cre- ated by the voluntary association of five or more persons for the purposes and in the manner mentioned in the following sections of this article and amendments thereto. Every member or stockholder in said cor- poration shall vote in person or by proxy. Must be created by general laws. Const., art. XII, § 1; art. II, § 17. Bill of ri.chts. § 2. " Cor- poration " defined. Const., art. XII, § 6; G. S. §§ 1152-11.54. Dissolution. §§ 1200 et seq. For- feiture. §§ 4766 et seq. Method of voting. § 1185. [A stockholder will not be relieved from li.i- bilitv on his subscription to stock by reason of irregularities in the election of officers or in the adoption of bv-laws, nor by the fact that a cor- poration created to " build and maintain a flour- ing mill " is expending its money to build a dam. Ginrich v. Mill Co., 21 Kan. 61. One who has frequently dealt with a supposed corporation, which has attempted in good faith to incorporate, and there has been an actual, open and notorious exercise of corporate powers for a series of vears, unchallenged by the State, will not he permitted, wb.>n sued upon a note pur- chased and held bv such corporation, and which as a corporation it might rightfully purchase and hold, to defeat the action by showing a technicnl omission in the proceedings for organization. The corporation is as to him one de facto; and whether it be one also de jure Is a question not open for inquirv collaterally, but only by a direct pro- ceding Instituted by the State. Pape v. Bank, 20 Kan. 440; see Douglas Co. v. Bolles, 94 U. b. A corporation for jurisdictional purposes is to be treated as a citizen of the State by whose laws it was created, even though it has no business KAXSAS. Ck)rporate purposes — Stat., §§ 1156-1159. office In, and none of its officers are In such State. Pac. R. R. Co. v. M. P. Ry. Co., 5 McC. 373. A corporation created bj- a territorial legisla- ture becomes, after the admission of the terri- torv as a State, a corporation of the State. K. P Rv Co. V. Atchison, etc.. R. R. Co., 112 U. S. 414: "s. c. 5 Sup. Ct. Rep. 314. An association of persons cannot have even a de facto corporate existence under the general law, without a bona fide intent to comply with such law. McLennan v. Hopkins, 41 Pac. Rep. 1061.] § 11.jG. The pui-poses for ^hich private corporations may be formed are: First. Tlie support of public worship. Sec-oml. The sup- port o^ any benevolent, charitable, educa- tional or missionai-y undertaking. Third. The support of any literaiy or scientific under- taking, the maintenance of a library, or the promoting of painting, music, or other fine aits. Fourth. The encouragement of agri- culture and horticulture. Fifth. The main- tenance of public parks, and of facilities for skating, and other innocent sports. Sixth. The maintenance of a club for social enjoy- ment. Seventh. The maintenance of a pub- lic or private cemetery. Eighth. The prevention or punishment of theft or wilful Injuries to property, and insurance against such risks. Ninth. The insurance of human life, and dealing in annuities. Tenth. The Insurance of human beings against sickness or personal injury. Eleventh. The insurance of the lives of domestic animals, or against their loss by other means. Twelfth. The in- surance of property, marine risks. Thir- teenth. The insurance of property against loss or injuiy by fire, or by any risk of in- land transportation. Fourteenth. The pur- chase, location and laying out of town sites, and the sale and conveyance of the same in lots and subdivisions., or otherwise. Fif- teenth. The construction and maintenance of a railway and a telegraph line in connection therewith. Sixteenth. The construction and maintenance of any species of road and of bridges in connection therewith. Seven- teenth. The construction and maintenance of a bridge. Eighteenth. The construction and maintenance of a telegi'aph line. Nineteenth. The establishment and maintenance of a line of stages. Twentieth. The establishment and maintenance of a ferry. Twenty-first. The building and navigation of steamboats and caiTiage of persons and property thereon. TAventy-second. The supply of water to the public. Twenty-third. The manufacture and supply of gas or the supply of light or heat to the public by any other means. T\venty-foiu-th. The transaction of any man- ufacturing, mining, mechanical or chemical business. Twenty-fifth. The transaction of a printing and publishing business. Twenty- sixth. The establishment and maintenance of a hotel. Tu'enty-seventh. The erection of buildings and the accommodations and loan of funds for the purchase of real property. Twenty-eighth. The improvement of the breed of domestic animals by importation, .sale or otherwise. Twenty-ninth. The trans- portation of goods, wares, merchandise, or any valuable thing. Thirtieth. The promo- tion of immigration. Thirty-first. The con- struction and maintenance of sewers. Thii-tj-- second. The construction and maintenance of a street railway. Thirty-third. The erec- tion and maintenance of market-houses and market places. Thirty-fourth. The construc- tion and maintenance of dams and canals for the purp. All sucli coii^orations shall have all tho rights and powers conferred, and be subject to all the liabilities and duties im- posed by the general laws of this State upon telegraph corporations. § 1161. A chai-ter must be prepared setting forth: First, The name of the coi-poration. Second, The purposes for which it is fonned. Tliird, The i)lace or places where its business is to bo transacted. Fourth, The term for which it is to exist. Fifth, The number of its dii'ectors or trustees, and the names and residences of those who are appointed for the first year; and, Sixth, The amoimt of its capital stock, if any, and the number of its shares into which it is divided. See § 1163. General office must be within the State. §§ 1190, 1191. General corporate power. 5 11G7. ["Where corporators in preparing certlticate em- ploy only the words used in the statute to de- scribe the general purposes of such incorporation, It will be presumed that they intended to create a corporation of the same general nature and powers granted by the statute, rather than that by such words they sought to apply special limita- tions on the powers of the cori)oration. Whet- stone V. University, 13 Kan. 320. It is not a pre-requisite to the transaction of business by a corporation that all the capital stock be subscribed. Corporate existence dates from time of tiling charter. R. R. Co. v. Staf- ford Co., 36 Kan. 121; s. c, 12 Pac. Rep. 593. The placing of a void provision in the by-laws of a corporation does not necessarily invalidate the organization. Aultman v. AVaddle, 40 Kan. 201; s. c, 19 I'ac. Rep. 730.] § 3.162. That the coi-porate name of every coiiioration hereafter organized, (except banlis and corporations not for pecuniary profit,) shall commence with the word "the" and end with the word " coi-po ration," " com- pany," '* association," or " society'," and shall indicate by its corporate name the business to be carried on by said corporation; and any coriioration organ- ized or existing under tlie provisions of this act may within the limits of this act amend its charter in any of tlie parts thereof; but in any such case such •charter shall be so amended only when authorized by a two- thirds vote of the stockholders of such cor- poration *at a meeting held in conformity with the by-laws thereof; and as so amended such charter shall be subscribed by the directors or trustees thereof, and acknowl- edged by not less than three thereof, who shall be citizens of this State, before an officer duly authorized to take acknowledg- ments of deeds, and thereupon filed and re- corded in the same manner and with like effect as now provided in cases of original charters under provisions of this act. Name, how changed. §§ 1169, 1170. Misnomer not fatal. § 1197. § 116.3. The charter of a road company must also state: First, The kind of road in- tended to be constructed. Second, The places from and to which the road is intended to be run. Third, Tho counties through whicli it is intended to be run; and, Fourth, The estimated length of the road. Fifth, The charter of a bridge or ferry company shall also state the stream intended to be crossed, and the place where it is intended to be crossed bj' the bridge or feriy. See § 1161. [Above section does not apply to a street rail- way company, incorporated for the purpose of constructing and operating a horse-car railway in the streets of a single city. Atchison, etc., Co. v. Ry. Co.. 31 Kan. 660; s. c, 3 I'ac. Rep. 284. In the certificate of incorporation of a bridge company, what is a sufficient description of loca- tion of the bridge. Hunt v. Bridge Co., 11 Kan. 412.] § 1164. The charter of an intended corpo- ration must be subscribed by five or more persons, three of whom, at least, must be citizens of this State, and must be acknowl- edged by them before an officer duly author- ized to take acknowledgments of deeds. [See Sword v. Wickersham, 29 Kan. 746.] § 1165. Such charter shall thereupon be filed in the office of the secretary of State, who shall record the same at length in a book to be kei>t for that puiiDose, and retain the original on file in his office. A copy of the charter, or of the record thereof duly certified by the secretary of State, under the great seal of the State, shall be evidence of the creation of the corporation. See §§ 1166, 1201. [Above section applied. Mining Co. v. Adams, 35 Kan. 193; s. c, 10 Pac. Rep. 468.] § 1166. The existence of the corporation shall date from the time of filing the charter, and the certificate of the secretaiy of State shall be evidence of the time of such filing. Denial of corporate existence. § 4934. Proof of. § 5279. [A corporation is created when certificate Is filed with secretarv of State. Hunt v. Bridge Co., 11 Kan. 412; R. R. Co. v. Stafford Co., 36 id. 121; s. c, 12 Pac. Rep. 593. While corporate existence dates from time of filing charter, it cannot be regarded as a com- plete organization authorized to transact busi- ness when subscription books have not yet been opened, and no stock has been subscribed; nor can it be until a full and complete organization has been effected in accordance with the require- ments of the statutes. Coal Co. v. Settle, 54 Kan. 424: s. c, 38 Pac. Rep. 483; Walton v. Oliver, 49 Kan. 107; s. c, 30 Pac. Rep. 172.] ARTICLE III. POWERS AND DUTIES OF CORPORATIONS. Sec. 1167. Powers of corporations. 1168. Rights saved. 1169. Corporate name or number of directors, how changed. 1170. Notice of change, how given. 10 ka:n^sas. Corporate powers — Stat., § 1167. Sec. 1171. Corporation may increase its stock; in- crease shall be certified to secretary of State. 1172. Mav borrow money. 1173. Subsoriptiou-books shall be opened, when. 1174. Majority shall constitute a quorum; an- nual election shall be held. 1175. OtHcers to be chosen, how; directors to take oath. 117r>. Tly-laws may be adopted. 1177. Number of directors may be increased. 117S. Failure to hold election on day ap- pointed; shall not be deemed a dis- solution. 1170. Control of secular affairs in trustees, and title of property shall vest in them. 1150. Powers and duties of directors. 1151. Statement of condition of corporation to be made, when; what It shall state; penalty for neglect. 1152. Corporation lioietofore organized may accept the provisions of this act. HS3. Corporation sliall employ its stock only for legitimate purposes of its organi- zation. 1184. Stock shall be deemed personal estate; who may vote on stock. 118.5. The manner of voting. 1180. Subscriptions shall be paid as by-laws reouire. 1187. I'enalty for non-payment. IISS. Debts due from members may be sued for. 1189. Directors liable individually, when. 1190. General office of corporation to be kept within the State. 1191. Penalty for failure or refusal to com- ply with preceding section. § 11G7. Every corporation, as such, lias power: First. To have succession by its coi^porate name, for tlie period limited in its charter, and when no period is limited, for twenty years. Corporate name. § 1162. certificate. § llGl. Change Duration extended. § 1182. § 1194. Dissolution. § 1200. Must be stated in of. §§ 1169, 1170. Charter extended. Second. To maintain and defend judicial proceedings. Corporation may sue and be sued. Const., art. XII, § 6. May sue its members. § 1188. Stockholders liable, when. §§ 1192, 1204. Venue of actions against corporations. §§ 4128-4132. Service of summons upon. §§ 4147-4156. Same, In justice's court. §§ 4859-4861. Verification of pleadings. § 4103. Attachment. §§ 4291-4314. Proceedings for forfeiture. §§ 4766 et seg. Denial of corporate existence. § 4934. How proved. § 5279. [Where one railroad company is consolidated •with others under a new name, it ceases to exist as a corporation, and an action brought by or against it cannot afterward be prosecuted by or agaiust it or in its original name. Ky. Co. v. Smith. 40 Kan. 192; s. c. 19 Pac. Rep. 636. Parol evidence is admissible to sliow tliat a resolution of the board of directors of a railroad company, entered upon the record of its pro- ceedings, did not correctly recite the amount of money found due and ordered to be paid to one of its officers. 11. U. Co. v. Tieruan, 37 Kan. 606; s. c, 15 Pac. Rep. .544. ^ , , . ■\Vhen part payment of an officers salary is an acknowledgment of liability for remainder. Id. Liability of corporation for unauthorized pur- chases by its officers. Getty v. Milling Co., 40 Kan. 281; s. c, 10 I'ac. Rep. 617. For services of an attorney employed by general manager or president. R. R. Co. v. Grove, 39 Kan. 731; s. c, 18 Pac. Rep. 0.58; St. L., etc.. Rv. Co. v. Kirkpat- rick. .52 Kan. 104; s. c, 34 I'ac. Rep. 400; Rank v. Berry. 53 Kan. 606; s. c. 37 Pac. Rep. 131. For note executed by corporate oflicers. R. R. Co. \. Tiernan, 37 Kan. 606; s. c. 15 Pac. Rep. 544; Massey v. C. P,. & S. Assn.. 22 Kan. 024. A corporation may be guilty of fraud. Lewis V. Meier, 14 Fed. Rep. 311. The existence of a corporation de facto cannot be called in question collaterallv. Pape v. Bank, 20 Kan. 440; Douglas Co. v. Kolles. 04 U. S. 104. But an association of persons cannot have even a de facto corporate existence under the general law, without a bona tide intent to comply with such law. McLellan v. Hopkins, 41 Pac. Rep. 1061. Where a liability is incurred before the organi- zation of a corporation is completed, the persons assuming to act as directors are personallv liable. Walton V. Oliver, 40 Kan. 107; s. c, 30 Pac. Rep. Before a stockholder can maintain an action in his own name to redress wrongs committed against the corporation, it must appear that he has in good faith, but without success, attempted to se- cure action by the directors or managing officers of the corporation, or that demand for their ac- tion would be unavailing. R. R. Co. v. Sumner Co., 51 Kan. 617; s. c, 33 Pac. Rep. 312. Assumption by corporation of liabilities of its promoters. Davis v. Butter Co., 52 Kan. 693; s. c, 35 Pac. Rep. 776. Liability of the promoters, as persons, to one dealing with them before lesral organization. Mc- Lellan V. Hopkins, 41 i ac. Rep. 1061. Promoters are liable for materials lurnished by one elected by them as superiutendeut, where the organization of the corporation is defective. Potstone V. Mfg. Co., 41 Pac. Rep. 2il. When a new corporation answerable for lia- bilities of constituent companies. Berry v. R. R. Co., 52 Kan. 774; s. c, 36 Pac. Rep. 724. Corporation liable in tort for personal injury to employe. Morbach v. Mining Co., 53 Kan. 731; s. c, 37 Pac. Rep. 122. The interest of a stockholder is of a collateral nature, and not that of an owner, and he may sue the corporation for a personal injury. Id. Gas company has no standing in court to test the right of a rival company to use the streets for the same purpose, or the validity ot ordinance granting the right. Mining iV: Gas Co. v. Gas & Mining Co., 55 Kan. 173: s. c. 40 Pac. Rep. 326. A corporation is liable to an action tor malicious prosecution commenced by an agent, only when the agent acted within the scope of his author- ity. Atchison, etc., Co. v. Brown, 48 I'ac. Rep. 31. A corporation formed by consolidation, which voluntarily adopted a petition in error of one of the constituent companies, held to have consented to be substituted as a party in a court below in a new trial. W. AV. Rv. Co. v. Quinn, 48 Pac. Rep. 1.32. Where a defendant corporation was consolidated witli another company pending an action, held, that tlie consolidated corporation waived the lack of revivor and substitution. Curry v. Kansas City Ry. Co., 48 Pac. Rep. 579. Corporate records and minutes are not compe- tent evidence between strangers. Dolan v. Wil- kerson, 48 Pac. Rep. 23.] Third. To make and use a common seal, and alter the same at pleasure. Seal requisite to corporate deeds. § 1198. Corporate records under seal, evidence. § 1100. [A court of equity will not declare a contract between two corporations void because the cor- porate seals are not atiixed to it (it being other- wise valid), but if necessary will rather compel the parties to affix their seals. R. R. Co. v. Miami Co., 12 Kan. 483.] KANSAS. 11 Corporate powers; change of name, etc.— Stat., §§ 1167-1170. Fourth. To hold, purchase, mortgage or otherwise convey such real and personal es- tate as the purposes of the corporation shall ! require, and also to take, hold and convey i such other property, real, personal or mixed, as sliall bo roipiisite for such corporation to I acquire, in order to obtain or secure the payment of any indebtedness or liability due to or belonging to the corporation. Power to convey. §§ 111.3, 1198. [Where a corpoi-jtitui is authorized l)y its charter to loan money, it has an implied power to take mortgage security therefor, where the debt is bona fide, and created in the regular course of business. Massey v. C. B. & S. Assn., 22 Kan. G24. .nuthority of corporate officers to execute a note. U. R. Co. V. Tiernan, 37 Kan. 606.] Fifth. To appoint and remove such subor- dinate otlicers and agents as the business of the corporation shall require, and to allow them a suitable compensation. Principal officers, election of. § 1175. [Parties employed by the president of a cor- poration apjiearing as an active agent In the exe- cution of any worlj, have a right to assume that such officer is acting for the corporation, and that his acts in that respect are its acts and binding upon it. R. R. Co. v. Jones, 30 Kan. 601; s. c:. 2 Par. Rep. 657. Imiilied authority of agent of a foreign corpora- tion. St. .John V. Cornwell, 52 Kan. 712: s. c, 35 I'ac. Rep. 785.] Sixth. To make by-laws, not inconsistent •with existing laws, for the management of its property, the regulation of its affairs, and for the transfer of its stock. See § 1176. May increase its stock. § 1171. And issue preferred stock. Act of 1S95, at p. 29. Transfer of stock. § 1184. [The placing of a void provision in the by-laws of a corporation does not necessarily invalidate the organization. Aultman v. Waddle, 40 Kan. 201: s. c, 19 Pac. Rep. 730.] Seventh. To enter into any obligation or contract essential to the transaction of its ordinaiy affairs. See §§ 1180, 1183. May borrow money. § 1172. Penalty for ultra vires. § 4767. Business con- ducted by directors. § 1174. [A corporation authorized to loan money has im- plied power to take mortgage security therefor. Massey v. Assn., 22 Kan. 624. So long as it does not depart from terms of Its charter, a corporation is clothed everywhere with the powers given it by its said charter, and has capacit.v to carry on its business and extend its operations in other States and countries. R. R. Co. V. Fletcher, 35 Kan. 2:W; s. c, 10 i'ac. Rep. 596. An act within the powers of a corporation, when regularly done, binds both the corporation and the stockholders. Whetstone v. University, 13 Kan. 320. A Pennsylvania corporation which could not have an office or do business in that State cannot do business in Kansas. Land, etc., Co. v. Coffev Co., 6 Kan. 245. Additional powers, auxilary to the original pur- pose of a corporation, may be conferred thereon by the legislature. R. R, Co. v. Fletcher, supra. What is essential to constitute a person a pro- moter of a corporation. R. R. Co. v. Tiernan, 37 Kan. 606: s. c, 15 Pac. Rep. 544. A corporation may ratify by its acts the terms of a contract by which it "would not, without such ratification, bo bound. W. U. Tel. Co. v. Ry. Co., 1 McC. 565. Where a corporation goes outside of the scope of its legitimate business to make a contract, aud that contract has been executed, and the corpora- tion has received the benefits thereof, it will be enforced. Holt v. Hank. 25 Fed. Rep. 812. A corporation which has enjoyed the benefits of a contract cannot plead that it was ultra vires, where no fraud is intended or has been committed. Sherman C. T. Co. v. Morris, 43 Kan. 2S2: s. c, 23 Pac. Rep. 569: Town Co. v. Fletcher, 46 Kan. 524; s. c. 26 Pac. Rep. 951. Where a corijoration has received benefits from others, upon contracts ultra vires or void because of some irregularity or want of power in their creation, but not void because made in violation of express law, or public policy, or good morals, and retains such benefits, it must pay for them. Hamilton Co. v. Webb, 47 Kan. 106; s. c, 27 Pac. Rep. 997. Those who deny the authority of the president and secretary of a corporation to execute a con- tract on its behalf, regular on its face, take upon themselves the burden of establishing their claim. Sherman T. Co. v. Swigart, 43 Kan. 292; s. c, 23 Pac. Rep. 569.] Eighth. To increase or diminish by a vote of its stockliolders, cast as its by-laws may direct, the number of its directors or tnis- tees, to be not less than three nor more than twenty-four, and may, in like manner, change its corporate name, without in any wise affecting its rights, privileges or lia- bilities. See §§ 1169, 1170. § 1168. That all acts performed, and rights acquired and obligations incniiTed by corpo- rations under the autliority of said section eleven.* of the act to which this is amenda- tory, are hereby saved to and against such corporation, notwithstanding the repeal of said section eleven.* § 1169. Such change of name, or number of directors or trustees, shall take effect and be in force from the date at which the presi- dent or secretary of the corporation shall file Avith tlie secretary of State an affidavit, setting forth the name adopted, or the num- ber of directors or trustees fixed, together with the date at which such change in name or number of directors or trustees was voted by the stockholders of such corporation. Name. § 1162. See § 1167, subd. 8. § 1170. When the name of a corporation shall have been changed, as provided in this article, notice of such change shall be im- medintely thereafter published by the president or other chief officer of the corpo- ration, for six successive weeks, in some * § 1167. 12 KANSAS. Capital stock; bonds; subscriptions, etc. — Stat., §§ 1171-1174. newspaper printed and published in the county in Avhich the principal ottice of the corporation is located, and if there be no newspaper printed and published in such county, then in some newspaper having a general circulation therein. Name. § 11G2. Change of, not to be prejudicial. § 1197. See § 11G7, subd. 8. § 1171. Any corporation may increase its capital stock to any amount not exceeding three times the amount of its authorizecl capital, by a vote of the stockholders in con- formity with the by-laws thereof; or such corporation may increase its capital stock to any amount by a vote of the stockholders in conformity with the by-laws thereof, by an actual bona fide additional paid-up cash subscription thereto, equal to the amount of such increase; and if a majority of the stock- holders shall vote for the increase of stock, the same may be increased by the board oi directors, trustees or other business man- ager of such corporation; and upon such in- crease of stock being made in accordance witli the by-laws, the date and amount of such increase shall be certified to the secre- tary of State by the directors or trustees, and from the time such certificate is filed, the increase of stock shall become a part of the capital thereof. Such certificate shall be filed and recorded in the same manner as the chailer: Provided, That co-operative as- sociations organized under the provisions of this act may, in the manner hereinbefore provided, further increase their capital stock to any amount not exceeding one hundred thousand dollars. Corporation may issue preferred stock. Act of 1895, at p. 20. [Stockholders who have voted for an unauthor- ized doubling of stock by their company, or who have voluntarily accepted benefits of such action, or who bought into the corporation suosequent to the issuance of such stock, are estopped, as against the corporation, to contest the legality of such action. Vcnner v. R. R. Co., 28 Fed. Rep. .581.] § 1172. Corporations shall have power to borrow money on the credit of the corpora- tion not exceeding its authorized capital stociv, and may execute bonds or promissoi-y notes therefor, and may pledge the property and income of the corporation: Provided, however, That the pi'ovisions of this section shall not apply to the debentures or bonds of any loan or trust company, duly incorpo- rated under the provisions of this chapter, the payment of which debentures or bonds shall be secured by a transfer of real es- tate or by other securities for the benefit and protection of purchasers of said deben- tures or bonds; such collaterals to be at least equal in amount to tlie par value of such bonds or debentures, and all real estate mortgage securities to be first liens on tlie property on which loans are made. General powers. § 1167. Forgery. Preferred stock. Act of 1895, at p. 29. § 2:i75. [A loan to a corporation, duly organized under the laws uf the .State, to be used as conditional stock, with tlu' agreement by the directors of the association that while it is used it shall have the same advantage as other stock, but may be with- drawn at any time by giving thirty uays' notice to the agent in writing. Held, that after giving tlie notice required in said agreement, plaintilt was entitled to a return from the corporation of the mouev so loaned. Ilinton v. Soc, 21 Kan. GU3.] § 1173. Whenever the full amount of the capital stock of a corporation liaving a capi- tal stock shall not have been already sub- scribeil in good faith, the directors or trustees named in the cliarter, or a majority of them, sliall within three months after the filing of the charter, cause boolvs to be opened for receiving subscription to the capital stock of the corporation at such time or times, and at such place or places, as they may de- termine, after having given at least thirty day.s' notice, in a newspaper published or generally circulated in one or more counties Avhere books of subscription are to be opened, of the time and iilace of opening books, which books sliall be kept open till the whole amount of capital stock is subscribed. Payment of subscriptions. §§ 1186-ll8a [See Hunt v. Bridge Co., 11 Kan. 412; R. R. Co. V. Comrs., 36 id. 121; s. c, 12 I'ac. Rep. 593. A legislative act authorizing certain counties and cities to subscribe to stock of coal and gas companies, held to be unconstitutional. Geiieseo V. (Jas Co., 55 Kan. 3.58; s. c. 40 I'ac. Rep. C55. An indefinite agreement to subscrilx? for caiiital stock in a corporation to be organized which does not satisfy the amount of capital stock to be em- ployed, nor state what proportion of the stock subscribed anyone is to take, nor when or by whom the company is to be organized, cannot be enforced. Coal Co. v. Settle, 54 Kan. 424; s. c, 38 Pac. Rep. 483.] § 1174. A majority of the directors or trus- tees shall constitute a quorum, and be com- petent to fill vacancies in the board and to transact all business of the coiiioration. An annual election shall be held for directors or trustees, at such time and place as the by- laws of the corporation may require. Voting, manner of. §§ 1155, 1185. Failure to hold election. § 1178. Number of directors may be increased. § 1177. Powers and duties. § 1180. [See note to next section. The general rule is, that directors have no Implied authority to act singly; they can act only as a board. It Is also the general rule that where no provision is made in the statute, or in the by-laws of a corporation, for the notice required for regular meetings of directors, or the mode of calling special meetings, all meetings must be called by special notice, to be given to each director. Bank v. Shumway, 49 Kan. 226; s. c, 30 Pac. Rep. 411.] KAXSAS. 13 Directors; by-laws — Stat., §§ 1175-1180. S 1175. The directors or trustees shall choose one of their number president, and shall appoint a secretary and treasurer of the corporation. The directors or trustees, before entering uix)n their duties, shall each talve an oath or affirmation, faithfully to discharge the duties of his otfice. Election of subordinate oflBcers. § 1667, subd. 5. Annual report of officers. § 1181. Treasurer's oflSce must be within the State. § 11D6. [A member of board of directors appointed by said board to act as treasurer, secretary or other ministerial officer of the corporation, is prima facie entitled to a reasonable compensation for his ser- vices as such. Bank v. Drake. 29 Kan. 311. If said officer assumes the duties upon an express contract as to compensation, such contract con- trols. Id. The doctrine that directors of a bank are con- clusively presumed to know its financial condition, as shown by its records and books, cannot be in- voked to uphold a wrongful appropriation of money by an officer, which appropriation is made and entered on the books without actual knowl- edge of directors. Id. An agent of a corporation who. acting as an individual, purchases corporate property from him- self as agent, is liable to the corporation for the actual value of property so purchased. Id. It is no defense to an action brotight by a bank against its late cashier for a wrong appropriation of moneys, that at time of such appropriation he was owner of four-fifths of the stock in the bank, and has since that time sold all of said stock to other parties, who are now the officers and manag- ing authority of the bank. Id. Parties employed by the president of a corpora- tion appearing as an active agent in the execu- tion of any work, have a right to assume that such officer is acting for the corporation, and that his acts in that respect are its acts and binding upon it. R. K. Co. v. Jones, 30 Kan. 601; s. c, 2 Pac. Rep. 6.^.7. A corporation may call its officers to account for their willful abuse of the trust, or for misappli- cation of corporate funds, or for any profits real- ized under a fraudulent contract. Ryan v. R. R. Co.. 21 Kan. 305. Irregularities in election of officers, where all the stockholders and officers of the corporation recognize such election as valid, will not relieve a stockholder from paying his subscription to the capital stock. Ginrich v. Mill Co., 21 Kan. 61. Authority of corporate officers to execute a note, how proved. R. R. Co. v. Tiernan. 37 Kan. 606; s. c. 15 Pac. Rep. 544. Compensation of officers, see id. "When the offices of vice-president and treasurer are vested in one person, who is at the same time the managing and controlling officer, his relations to creditors and stockholders are of a fiduciary character and will not permit him to manage cor- porate affairs so as to result to his own pecuniary advantage. Thomas v. Sweet, 37 Kan. 183; s. c, 14 Pac. Rep. .54.5. Where it is understood by the directors of a corporation that its officers are to be paid for services though no salary is fixed, a note given at the end of the year for a reasonable sum then agreed upon is valid. Stewart v. Ry. Co., 41 Fed. Rep. 736. Authority of officers of a corporation to execute notes and "mortgages. Baker v. Harpster, 42 Kan. 511: s. c. 22 Pac. Rep. 415. Those who deny the authority of president and secretary to execute a contract on behalf of the corporation, regular on its face, take upon them- selves the burden of establishing their claim. Sherman T. Co. v. Swigart, 43 Kan. 292; s. c, 23 Pac. Rep. 569.] § 117G. The directors or trustees may adopt by-laws for the government of the cor- poration; but such by-laws may be altered, changed or amended by a vote of the stoclc- holders, at an election to be ordered for tliat purpose, 1>y the directors or trustees, on the written application of a majority of the stoclcholders or members. See § 1167, subd. 6. By-laws may prescribe method of paying subscriptions. § 1186. And time and place of elections. § 1174. And of de- claring dividends. § 1180. And of transfer of stock. § 11&4. [A by-law of a corporation can have no effect upon the contract of a corporation with other parties, and is a mere rule for the government of the officers of the company in managing their own business. Samuels v. Holliday, M. C. C. 214. When it is provided by the by-laws of the cor- poration that compensation of officers shall be fixed and allowed by board of directors, and the board has not fixed any compens.ition, a secretary who has rendered services Is entitled to recover therefor, unless there was an understanding that he was to render such services without compen- sation. R. R. Co. V. Richards, 8 Kan. 101.] § 1177. All corporations heretofore created and now in existence under any law in [of] this State, are hereby authorized to increase the number of directors or trustees of any such corporation. § 1178. In case it should happen that an election for directors or trustees should not be held on the day appointed by the by-laws of any corporation formed under the provi- sions of this act, such corporation shall not, for that reason, be deemed to be dissolved, but it shall be lawful on any other day to hold a meeting and elect its directors or trus- tees in such manner as shall be prescribed by the by-laws thereof. See § 1174. § 1179. The secular affairs of a religious corporation shall be under the control of a board of trustees, to be elected by the mem- bers of such corporation, and the title to all property of any such corporation shall vest in such trustees. § IISO. The directors or trustees shall have the general management of the affairs of the corporation, and may dispose of the resi- due of the capital stock at any time remain- ing unsubscribed, in such manner as the by-laws may prescribe. They shall cause a record to be kept of all stock subscribeoration to pay tlio amount by them respectively sub- scribed, in such manner, and in such in.stall- ments, as may be required by the by-laws. See §§ 1173, 1192. [A stockholder will not be relieved from paying amount of his siibscription to stock of :i "cor- poration created to build and maintain a flouring mill, by the fact that it is expending its money in building a mill dam. Ginrich v. Mill Co., 21 Kan. 61. Xor by reason of irregularities in adopting by-laws, or in the eler-tion of oflicers, where all stockholders and oflicers recognize .ind treat such by-laws and such election as legal and valid. Id. AVhen ten per cent, of the capital stock of a bridge company has been subscribed, and the company has organized under the provisions of said act, by electing directors and other proper oflicers, the company is then legally organized for the transaction of all business of tlie cor- poration and may compel each stockholder to pay the full amount of his stock for which he has subscribed, although only ten per cent, of the capital has yet been taken by individual stock- holders. Hunt V. Bridge Co.. 11 Kan. 412. A parol agreement made at the time of sub- scribing for stock, and inconsistent with the writ- ten terms of the subscription, is immaterial, in- competent and void. Topeka v. Hale, 39 Kan. 23; s. c, 17 Pac. Rep. 601. An agreement to pay assessments on the stock contained in book of subscription and signed by the parties sought to be charged, will bind him, notwithstanding some verbal understanding or agreement that some other member of the cor- poration will relieve such party from snch stock and liability. Id. A subscription for shares in a corporation thercr after to be formed under a general law, may be accepted bv the board of directors after oriranlza- tion. McCormick v. Gas Co.. 48 Kan. 614: s. c, 29 Pac. Rep. 1147. Original subscription held irrev- ocable. Id. Where property is conveyed to the corporation in payment for "shares of its capital stock, and the transaction is made a matter of record and subsequently approved and ratified by all the oflScers and stockholders of the corporation, such shares will, in the absence of fraud, be treated as fully paid. Wallmrn v. Chenault, 43 Kan. 352; s. c, 23 Pac. Rep. 657.] § 1187. If any stockholder shall neglect to pay any installment, as required by the board of directors or trustees, the directors or trustees may declare his stock and all previotis payments forfeited to the use of the company; but no stock shall be forfeited until the directors or trustees have caused a notice, in writing, to be served on him per- sonally, or by depositing the same in the post-office, properly directed to him at the post office nearest his usual place of resi- dence, stating that he is required to make 16 KAXSAS. Dividends; general office; execution — Stat., §§ 11S8-1192. such payment at the time and place speci- fied iu said notice, and that if he fails to make the same, his stock, and all previous payments thereon, will be forfeited for the use of the company; which notice may l)e served as aforesaid, at least thirty days pre- vious to the day on which such payment is requii'ed to be made. [Where it Is claimed by a stockholder that the stock held by him had been canceled, but no resolution or minute is adopted by the board of directors, and no record thereof is made, and it is also shown that the stockholder contiliued to act as an officer of said company after such claim of cancellation, the question of cancellation under such circumstances is a fact to bo found by the court. Topeka Co. v. Hale, 39 Kan. 23; s. c, 17 Pac. Rep. 601. §^11SS. All bodies coiporate may sue for, recover and I'eceive from their I'espective members, all arrears or other debts, dues and other demands, which now are, or here- after may l)e, owing to them, in lilce mode, manner, and form, as they might sue for, recover and receive the same from any person who might not be one of their, body. [Court may permit an amended petition to be filed, showing the expiration of the life of a cor- poration, the date of its dissolution, and the name of its sole manager at the time of such dissolu- tion, in an action commenced by the sole mana- ger of the corporation, in the corporate name after its dissolution to recover certain debts and property of the dissolved corporation. Upon the filing of such amended petition, the action must be continued in the name of the manager of the late corporation, corresponding with the allega- tion of the amended petition. Paola Co. v. Krutz, 22 Kan. 727.] § 1189. If the directors of any corporation shall knowingly declare and pay any divi- dend when the corporation is insolvent, or any dividend, the payment of which wouM render it insolvent, they shall be jointly and severally lial>le for all the delits of the corporation then existing, and for all that shall be tliereafter contracted, as long as they shall respectively continue in office. The amount for which they shall all be so liable sliall not exceed the amount of such dividend; and if any of the directors shall be absent, at the time of making the divi- dend, or shall object thereto at the time sucli dividend is declared, and shall file their objection in writing, witli tlie secretary or other officer of the corjioration, having chai'ge of the books, they shall be exempted from the said liability. See S 1180. [Stockholders of a corporation are not entitled to any division of the profits and moneys of the corporation until all its debts are paid. " Ryan v. Ry. Co., 21 Kan. 365.] § 1190. Every corporation created by or existing under the laws of this State, shall have and keep a general office for the trans- action of business, and shall keep such office within this State, and shall have at least three of its directors citizens and residents of this State; and in case such corporation is a railroad or a railway company, it shall have such general office located on or near the main line of its road or route mentioned in its charter. At such general office shall be Icept the records and books of Ihe corpo- ration, and also of tlie office of the super- intendent, general manager or director, secretary, auditor, treasurer and paymaster, general freight agent and general ticket agent, under wliatever name the dutit.'S usually pertaining to such offices may be transacted, together with all books of account appertaining to the business of such offices. Treasurer's office must be within State. § 1196. Certificate must state principal place of business. § 1161. § 1191. Any corporation failing or I'efusing to obey any of tlie provisions of the first sec- tion of this act for the period of six months, shall be deemed to have forfeited its charter, and such forfeiture may be decreed by any district court of any county in which such corporation may do lousiness, or into which any line of sucli railroad or railway may extend, in an action to be instituted for that purpose, in the name of the State of Kansas, by the county attorney of the county in whicli such action is prosecuted. ARTICLE IV. MISCELLANEOUS PROVISIONS. Sec. 1192. When execution may issue against stockholder, and when proceeded against by action. 119.3. Clerk having charge of books to fur- nish names, etc. 1194. Charter may be extended, -when. 1195. Petition and notice. 1196. Treasurer to keep office and funds in this State. 1197. Misnomer shall not defeat gift, grant, etc.; change of name not prejudicial. 1198. How corporations may convey lands. 1199. Records of corporation, or authenti- cated copies, shall be competent evi- dence. § 1192. If any execution shall have been issued against the property or effects of a corporation, except a railway or a religious or charitable corporation, and there cannot be found any property whereon to levy such execiition. then execution may be issued against any of the stockholders, to an ex- tent equal in amount to the amount of stock by him or her owned, together witli any amount unpaid thereon; but no execution shall issue against anj' stockholder, except upon an order of the court in which the ac- tion, suit or other proceeding shall have been brought or instituted, made upon motion in open court, after reasonable notice in writing to the person or persons sought to be charged; and, upon such motion, such court may order execution to issue accord- KANSAS. 17 Execution; public improvement; extension of time — Stat., §§ 1193-1195. iiiglj-; or the plaintiff iu tlie execution may proceed by action to cliarj^e the stoclvholilers with the amount of his judgment. See Const., art. XII, § 2, and cross-references. [Stockholders' claims are sul)ordinate to those of creditors. Ryan v. Ry. Co., 21 Kan. 365. An execution may issue against a stockholder after judgment and return of nulla bona against the corporation to an extent ecjual in amount to the amount of stock owned by such stockliolder. Bank v. Soc, 28 Kan. 423. Where the cashier of a bank gives a credit to a person having an overdrawn account, which has been overdrawn for several months, for an in- suflicient and illegal consideration, such officer is bound to know the same within less than several days thereafter, and also to know when his bank is in an embarrassed condition. Bank v. Wulfe- knhlcr, 1!) Kan. 60. The acts of the cashier in said transaction can- not estop the bank as against W., who is a di- rector and the vice-president of the bank. Id. Sutliciency of petition to establish the defend- ant's liabilitv as a stockholder in a corporation. Head v. Daniels, 38 Kau. 1; s. c, 1.5 Pac. Rep. 911. The notice required under above section is In the nature of an original process, and must be served substantially like a summons in a per- sonal action. The service of such notice beyond the jurisdiction of the court will not confer juris- diction or authorize the court to award an execu- tion against the property of stockholders that mav be found within the State, (irund v. Tucker, 5 Kan. 70; Hentig v. James, 22 Kan. 326: Howell v. Manglesdorf, 33 id. 194; s. c, 5 Pac. Rep. 759. As to proceedings in aid of executions under above section, see Hentig v. .Tames, supra. A judgment creditor of an insolvent corporation who first moves, in conformity to the provisions of above section, to charge a stockholder on his liability, acquires a priority of right to recovery against such stockholder, with which a creditor subsequently moving cannot rightfully interfere. Wells V. Robb, 43 Kan. 201; s. c, 23 Pac. Rep. 158. What is sufficient notice, under above section, to charge stockholders. Id. In a proceeding by a creditor of a corporation against a stockholder thereof, under above sec- tion, such stockholder cannot i)urchase claims against the corporation at a discount, and then set them off against his lialiility at their face value. He can only set off such claims, in dis- charge of his liability, to the amoimt actually paid bv him therefor." Abbey v. Long, 44 Kan. 688; s. c. -24 Pac. Rep. 1111. If the stockholder contests his liability, and the contest is decided against him, it is not error to tax the cost of such proceeding against him. Id. No appeal from order of justice against stock- holder under above section. Healcv v. I)eei)water Co., 4S Kan. 617: s. c. 29 Pac. Rep. 1088. Rights of stockholders and creditors construed. I'ickens v. Taylor, 47 Kan. 294; s. c, 27 Pac. Rep. 986. Judgment creditors of a corporation seeking en- forcement of their rights against stockholders thereof, under above section, must strictly com- plv with its provisions. Hoyt v. Bunker, 50 Kan. 574: s. c. 32 Pac. Rep. 126. Such creditors cannot resort to the funds in the hands of the stockholders of said corporation to satisfy their judgments against it until they have exhausted tlie corporate property. Id. The corporation has no power to entertain motions for orders allowing executions against stockhold- ers, until the record of the case in which the motion is made shows that the corporate property has been exhausted. Id. Priorities among cred- itors. Id. In order to charge persons as stockholders it must be shown that they subscribed to the stock of the particular corporation on account of which the liability is claimed, or that they have, in some manner, recognized their liability as such stock- holders. Bank v. Votaw, 51 Kan. 362; s. c, 32 Pac. Rep. 1111. The mere signing of subscription paper for stock in a contemplated company held not to render defendants liable to creditors of the cor- poration as stockholders. Id. The liability of a stockholder against whom an execution may be issued under provisions of above section is measured by the number of shares held by him at time execution against the property of the corporation is found to be ineffectual. Van I>emark v. Bai-ons, 52 Kan. 779; s. c, 35 Pac. Rep. 798. • A motion made under above section, for execu- tion against a stockholder, can only be made in a court where the judgment against the corpora- tion was rendered, and from which execution on such demand might issue. McClelland v. Cragun, 54 Kan. .599; s. c. 38 Pac. Rep. 776. Notice of the motion for execution in such case may be served on the stockholder in any county in this State. Id. What is sufficient notice to confer jurisdic- tion. Id. An agreement to purchase stock in the future which has not been acted upon for three years does not create an individual liability on the part of the signers as to creditors of the corporation. U. S. W., etc., Co. V. Davis, 42 Pac. Rep. 590. Execution against a stockholder under above section cannot be granted until the case shows that the corporate property has been exhausted. Carey Lumb. Co. v. Neal, 42 I'ac. Rep. 925. A summary process to enforce the liability of a stockholder "in an insolvent corporation cannot be legal against the estate of a deceased stockholder. Achenbach v. Coal Co., 42 Pac. Rep. 734; Same v. W. N. I^nion. id. Two or more creditors of an insolvent corpora- tion mav proceed together against the stockholder to enforce his statutory liability. Buist v. Bank, 46 Pac. Rep. 718. In an action against a delinquent stockholder of an insolvent corporation, he may show that he was fraudulently induced to subscribe to the capital stock. Beal v. Dillon, 47 Pac. Rep, 317. An assignee of an insolvent corporation may sue a delinquent stockholder to collect an unpaid subscription. Id. In proceedings to enforce the liability of stock- holders, a creditor cannot include several judg- ments in one notice. Bank v. Maguuson, 47 Pac. Rep. 518.] § 119.3. The clerli or otlier officer having cliarge of tlie books of any corporation, on demand of the plaintiff in any execution against the corporation, his agent or attor- ney, shall furnish such plaintiff, his agent or attorney, v^ith the names and places of residence of the stockholders (so far as known), and the amount of stock held by each, as shown by the books of the corpora- tion. § 1194. Whenever any company heretofore incorporated for the purpose of erecting any public improvement in this State, whose charter is limited as to the time for com- pletion of said improvement, and when any such company has iteen legally organized and has. actually commenced and has in progress towards comi)letion such public im- l»roTi-ement, it shall be lawful for any such company to have further time allowed for the finai completion of said work, as is here- inafter provided. § 1195. Upon petition being filed by the directors of the corporation in the probate court of any county in which the principal office of such corporation is located, and upon giving thirty days' notice by publication in a newspaper of gen- eral circulation in said county, of the object 18 ka:n'sas. Office of treasurer, etc.; dissolution — Stat., §§ 1196-1202. and prayer of .usiness shall for three months after The passage of this act fail to resume its usual and ordinary business. Time limit. § 1167. [The statements in a petition that an incorpo- rated bank has long since ceased to transact Vmsiness, is insolvent, and has no pronertv or assets of any desc.-iption out of which money alleged to be due can be collected by execution or otherwise, are not ecjuiA-alent to an allegation that the corporation is dissolved. Bank v. Cong. Soc. 2S Kan. 423. An action for the dissolution of a corporation was settled by the parties before judgment by a written stipulation in the case: a petition by a third part.v to be made a party defendant, to con- test plaintiff's case upon its merits, was prop- erly overruled. Roller v. Snodgrass. 14 Kan. .j83. Stockholders who organize themselves as a cor- poration, transact business, and hold themsi'lves to the world as such corporation, cannot ileny their liability as stockholders therein when pro- ceeded against b.v creditors, on the ground that the preliniinary steps of the organization were irregular. Aultman v. AVaddle, 40 Kan. 105: s. c, 19 Pac. P.ep. 7.30. See case from 2S Kan. 42(). Certain facts held not to have worked a dissolu- tion. Eureka, etc., Co. v. City, 4,8 Pac. R^'p. 93.5.] § 1201. Every corporation created under this act, or any general law of this S'nte, shall commence active operations within five years after filing its charter with the secretary of State, and in default thereof said corporation shall become and be dis- solved. See § llGo. § 1202. Upon the dissolution of any corpo- ration already created by or tuider the laws of this State, unless a receiver is appointed bj' some court or competent authority, the KAXSAS. 19 Dissolution — Stat., §§ 120^-1205. president and directors, or nianapors of the affairs of tlie corporation, at tlie time of its dissolution, by whatever name they may be known in law. shall be trustees of the creditors and stoclcholders of such corpora- tion, with full i)ower to settle the affairs, collect the outstanding debts, and divide the moneys and other property amon.c: the stoclcholders. after payinjr the debts due and owinir by such corporation, at the time of its dissolution, as far as sucli money and i)rop- erty will enable them; and for this pun>ose they may maintain or defend any judicial proceeding. [An action brought by the sole manager of a corporation, after its dissolution, to recover its debts and property, must be brought in name of such manager and not in corporate name of the dissolved corporation. Paola Town Co. v. Krutz, 22 Kan. 727. Unless a receiver is appointed upon dissolution, the president and directors, or managers of the | affairs of the corporation, are the trustees of j the creditors and stockholders, with full power to settle its affairs, and may maintain or defend any judicial proceeding to that end. Id. Actions by dissolved corporation against its members. Id. ITeld, that when a bridge corporation expired bj- limitation, its franchises and license to deman'S toll expired. State v. Bridge Co.. 22 Kan. 4.38. It is not error for the trial court, in its discre- tion, to refuse to enter judgment on a verdict in favor of an extinct corporation, and to set aside the verdict and grant a new trial, upon the pay- ment of all costs by the defendant, although existence of corporation is not raised in the plead- ings, and expiration of charter is proved by docu- mentarv evidence offered in behalf of tlie cor- poration. Chair Co. v. Kelsey. 23 Kan. 632. A corporation was, by its charter, to continue its existence for five years. At the end of that period, S. commenced an action against the cor- poration and others to recover land which he had conveyed to it, claiming that the corporation had been dissolved by lapse of time, and that the land had reverted to him. Held, that such claim was not tenable. Sword v. Wickersham. 29 Kan. 746. Trustees or directors 'of a dissolved corporation cannot act for their own private advantage. See note to § IISO. Officers and stockholders of an insolvent cor- poration cannot distribute the capital and assets among themselves in payment of indebtedness due them." Any excluded creditor will be entitled to pursue such assets into the hands of any per- son who has taken the same with full knowledge of the facts. Bridge Co. v. Fowler, ^'i Kan. 17; s. c. .39 Pac. Rep. 727. Directors and managers cannot enter into an arrnngement to secure to themselves preference over other creditors. Id. AX here a receiver of a corporation brings an ac- action upon judgment in favor of said corporation, the statute of limitations does not run during the pendency of such action. Id.] § 1203. The trustees mentioned in the Inst section shall be severally responsible to the creditors and stockholders of such corpo- ration, to the extent of its property and effects that shall have come into their hands. [Directors of corporations in reference to cor- porate property act in the relation of trustee's, and can make no division of such property which shall not give to each stockholder his proportion- ate sharo.' Hale v. Rep. Co.. S Kan. 406. While a trustee is not an insurer he i,s, neverthe- less, bound to the utmost good faith, may ac- quire no interest adverse to the trust and must exercise such care and diligence in r<'sp<'ct to the discharge of the trust as, under all circum- stances, having regard to the magnitude of the trust and interests involved and the consequences of mistake, would be reasonable. Morrow v. Saline Co.. 21 Kan. 484.] § 12(>4. If any corporation, created under this or any general statute of this State, except rjulway or charitable or religious corporations. l»e dissolved, leaving debts un- paid, suits may be l»rought against any per- son or persons who were stockholders at the time of such dissolution, without joiniuir the corporation in sucli suit; and if judgment be rendered, and execution satisfied, the de- fendant or defendants may sue all who were stockholders at the time of dissolution, for the recovery of the portion of such debt for which they were lial)le. and the execution upon the judgment sliall direct the collection to be made from property of each stock- holder, respectively: and if any number of stockholders (defendants in the case) shall not have jiroperty enough to satisfy his or their portion of the execution, then the amount of deficiency shall be divided equally among all the remaining stockholders, and collections made accordingly, deducting from the amoimt a sum in proportion to the amount of stock owned by the plai'ntifT at the time the company dissolved. See Const., art. XII, § 2, and cross-references. [In an action brought against an incorporated bank to recover money due upon a certificate of deposit in which the petition fails to show that the bank is dissolved or that primarily there is a liability against the stockholders within the terms of the statute, no judsrment can be rendered against the stockholders: if the execution issued thereon against the property of the corporation be returned nulla bona, execution may then issue against any of the stockholders to an extent equal in amount to the stock owned by him. Bank v. Soc, 28 Kan. 423. Stockholders who organize themselves as a cor- poration, transact business, and hold themsi-lvf>s out to the world as such corporation cannot, when proceeded asrainst by creditors, set up as a de- fense that the preliminary steps of the organiza- tion were irregular: nor can the.v deny their lia- bility as stockholders therein. ,\ultman v. Wad- dle. 40 Kan. 19.5: s. c. 19 Pac. Rep. 730. Where two or more suits are commenced under above section, and judgments are obtained against the stockholders in such suits at the same term, and executions are issued thereon during the term or within ten davs thereafter, the funds raised thereon, or upon .-inv one of such executions, must be distributed pro rata among all such execution creditors. Clevenger v. Hansen, 44 Kan. 1S2; s. c, 24 Pac. Rep. 61. ^ ^ , ^ , , Under above section the liability of stockholders to the creditors of a corporation is several and not ioint. and each must be sued separately. Ab- bev V Drv Goods Co.. 44 Kan. 415; s. c, 24 Pac. Rep 426: Howell v. Bank, 52 Kan. 133; s. c, 34 Pac. Rep. 395.] § 120,"'). If any stockholder pay more than his due proportion of any debt of the corpo- ration, he may compel contribution from the other stockholders by action. See Const., art. XII, § 2, and cross-references. 20 KAIS^SAS. False signatures; pooling — Stat., §§ 2275, ^76, 2477. § 120(5. No stockholder shall be liable to pay debts of the corporation, beyond the amount due on his stock, and an additional amount equal to the stock owned by him. See Const., art. XII, § 2, and cross-references. CHAPTER XXXI. Crimes and Punishments. Art. 4. Offenses affecting records, cnrrencj", writ- ten iustruinents and securities. 0. Miscellaneous offenses. 11. General provisions. ARTICLE IV. OFFEXSES AFFECTIXG REC- ORDS. CURREXCY, WRITTEX IXSTRUMEXTS AXD SECURITIES. Sec. Affixing pretended signatures to notes, etc., of corporations. § 2275. The false making, forging or coun- terfeiting of any evidence of debt or nego- tiable instrument, issued or purporting to have been issued by any corporation having authority for that purpose, to which shall be fixed the pretended signature of any person as an agent or othcer of such corpo- ration, shall be deemed a forgery, in the same degree and in the same manner as if such person was at the time an otticer or agent of such corporation, notwithstanding such person may never have been an officer or agent of such corporation, or notwith- standing there never was any such person in existence. See § 1172. ARTICLE IX. MISCELLAXEOUS OFFEXSES. Sec. 2470. Poroling. 2477. Penalty. 247S. Misdemeanors. 2481. Railroad obstructing. 24S2. Conspiracy; railroad. 2483. Construction. 2499. Trusts and combinations. 2500. Corporations. 2."i01. All persons. 2502. Persons injured. 250:{. Actions, defenses. 2.5W. Violation. 25(15. Countv attornev's duty. 2506. Sheriff's duty. 2.507. District court's duty. 2506. Repealing clause. § 247G. It shall be unlawful for any grain dealer or grain dealers, partnership, com- pany, corporation or association of grain dealers, or aiiy other person or persons, part- nership, company, corporation or association, to enter into any agreement, contract or con^binntion with any other grain dealer or grain dealers, partnership, company, cor- poration or association of grain dealers, or any other person or persons, partnership, company. coin)oration or association, for the pooling of prices of different and competing dealers and Iniyers. or to divide between them the aggregate or net proceeds of the earnings of such dealers and buyers, or any portion thei-eof, or for fixing the price which any grain dealer or grain dealers, pai'tuer- ships, company, cox'poration or association of grain dealers, or any other person or persons, partnership, company, corporation or association, shall pay for grain, hogs, cattle, or stock of any kind or nature whatever; and in case of any agreement, contract or combination for such pooling of prices of different and competing dealers and buyers, or to divide between them the aggregate or net proceeeds of the earnings of such dealers and buyers, or any portion thereof, or for fixing the price which any grain dealer or grain dealers, partuei*- shij). company, corporation or association of grain dealers, or any other person or persons, partnership, company, corporation or asso- ciation, shall pay for grain, hogs, cattle, or stock of any kind or nature whatever, each day of its continuance shall be deemed a separate offense. Anti-Trust Act. See p. 30. § 2477. That in case any grain dealer or dealers, partnership, company, corporation or association of grain dealers, or any per- son or persons, partnership, company, cor- poration or association suljject to the provi- sions of this act, shall do or cause to be done, or permit to be done, any act, matter or thing in this act prohibited or declared to be unlawful, or shall omit to do any act, matter or thing in this act required to be done, such grain dealer or grain dealers, partnership, company, corporation or association of grain dealers, or any other person or persons, partnership, company, corporation or associa- tion, shall be liable to the person or per- sons injured thereby, to the full amount of damages sustained in consequence of any such violation of the provisions of this act, together with a reasonable counsel or at- torney's fee. to be fixed by the court in every case of i-ecovery. which attorney's fee shall be taxed and collected as a pai"t of the costs in the case; and in any such action brought for the recovery of damages the court before whom the same shall be pend- ing may compel any grain dealer or grain dealers, partnership, company, corporation or association of grain dealers, or any per- son or persons, partnership, company, corpo- ration or association subject to the provisions of tills act, or any director, officer, receiver, trustee, agent, employe, or clerk of them or either of them, defendant in such suit, to attend, appear and testify in such case, and may compel the production of the lx)oks and papm's of such grain dealer or grain dealers, partnership, company, corporation or asso- ciation of grain dealers, or any other person or persons, partnership, company, corpora- tion or as.sociation party to such suit. The claim that any such testimony or evidence may tend to criminate the person giving such KAXSAS. 21 rooliug; obstruction of railroads; trusts — Stat., §§ 2478, 2481-2483, 2499-2501. evidence shall not excuse such witness fi'oni testifying, but such evidence or testimony shall not be used against such person in the trial of any criminal proceeding. § 2478. That any grain dealer or grain dealers, partnership, company, or corpora- tion or association of grain dealers, or any other person or persons, partneruiip, com- pany, corporation, or association subject to the jirovisions of this act. or any director, officer, or any receiver, ti'ustee, clerk, or lessee or agent, or person acting for or em- ployed by them, or either of them, Avho alone or with any other partnership, company, corporation, association, person or party, shall willfully do or cause to be done, or shall willfully suffer or permit to be done any act. matter or thing in this act pro- hibited or declared to be unlawful, or who shall aid or abet therein, or shall wilfully omit or fail to do any act, matter or thing in this act reqiiired to be done, or shall cau- same manner. S 2500. It shall be the duty of all sheriffs, deputy sherifts, constables, mayors, marshals, police judges and police oflicers of any city or town, having notice or knowledge of any violation of the provisions of this act, to notify tlie county attorney of the fact of such violation, and to furnish him the names of any witnesses witliin his kuoAvledge by whom such violation can be proven. If any such officer sliall fail to comply with the pi"o- visions of this section he shall upon convic- tion be fined in any sum not less than one hundred dollars nor more than five hundred dollars; and such conviction shall be a for- feiture of the office held by such person, and the court before Avhom such conviction is had shall, in addition to the imposition of the fine aforesaid, order and adjudge the forfeiture of his said office. § 2507. It shall be the duty of the district courts to instruct the grand juries especially as to the provisions of this act. § 2508. All laws or parts of laws in con- flict with the provisions of this act are hereby repealed. ARTICLE XI. GENERAL PROVISIONS. Sec. 2588. The term " person," how construed. § 2588. When the term " person " is used in this act to designate the party whose prop- erty may be the subject of any offense, such term shall be construed to include * * * {iny * « * private corporation, Avhich may lawfully own any property within this State, as well as individuals. " Corporation " defined. §§ 1152-1154; Const., art. XII, § 6. CHAPTER LXXX. Procedure — Civil. Art. 5. The county in which actions are to be brought. 6. Commencement of civil actions. 8. I'leadings in civil actions. 11. Attacliment. 13. Receivers. • 29. Offices and franchises. ARTICLE V. THE COUNTY IN WHICH AC- TIONS ARE TO BE BROUGHT. Sec. 4128. Where to be brought against a corpo- ration generally. 4129. Against a railroad company, etc. 4130. Against a turni)lke company. 4131. Exception. 4132. Against foreign corporation. § 4128. An action, other than one of those mentioned in the first three sections of this KANSAS. Aotious, where brought; service of summons — Stat.. §§ 4128-^132, 4147-4149. 23 article.* ajcainst a coi-poration created by the laws of this State or of the territory of Kan- sas, may be brought in the ■ccninty in which it is situated, or Jias its jjrincipal otticc or place of business, or in which any of the principal olHcers thereof may reside, or may be sinnmoned; but if such corporation be an Insurance company, tlie action may be brought in the county where the cause of action, or some part thereof, arose. See § 1167, subd. 2, cross-references. § 4121). An action asainst a railroad com- panj-, or an owner of a lino of mail stages or other coaches, for any injury to persons or property upon the road or line, or upon a liability as a can'ier, may be brought in any county through or into which said road or line passes. [.\n action may be brought against a foreign railroad corporation in any county of this State wht-re it runs its trains and receives and lands its passengers, for any injury to persons or property uopn its road. Kv. Co. v. Kanaley, 39 Kan. 1; s. c, 17 Pac. Rep. 324.] S 41o0. An action, other than one of those mentioned in the first three sections of this article.* against a turnpike road company, may be brought in any county in which any part of the road lies. S 4181. The provisions of this article shall not apply in the case of any corporation created by a law of this State or the territory of Kansas, whose charter prescribes tlie place Avhere, alone, a suit against such coiiioration may be brought. § 41.32. An action, other than one of those mentioned in the first three sections of this article, against a non-resident of this State or a foreign corporation, may be brought in any county in -wliicli there may be property of. or debts owing to, said defendant, or where said defendant may be found: but if said defendant be a foreign insurance com- pany, the action may be brought in any county where the cause, or some part thereof, arose. [If a non-resident corporation appears and sub- mits its case to the court, it is too late to ques- tion want of jurisdiction. R. R. Co. v. Akers, 4 Kan. 470.] ARTICLE VI. COMMENCEMENT OF CIVIL ACTIONS. Sec. 4147. How served on corporation generally. 4148. Duty of certain corporations. 4149. The same; service of process upon. 4150. Neglect to designate; how process served. 4151. Service by copy. 4152. On insurance company. 4153. On foreign corporation. 41.55. Service by publication. 4156. Affidavit necessary. § 4147. A summons against a corporation may be served upon the president, mayor. ♦Actions relating to realty and local actions. chairman of the board of directors, or trus- tees, or other chief officer; or, if its chief othcer is not found in the county, upon its cashier, treasurer, secretary, clei'k or man- aging agent; or, if none of the aforesaid offi- cers can be found, by a copy left at the office or usual place of business of such corpora- tion, with the person having charge thereof. See § 4859. [Where a summons served on a corporation by a wrong name, and the corporation fails to appear and plead the misnomer and suffers judgment to 1)0 taken. It is concluded, and in all future litiga- tion may be connected with the action in all proper averments, and when such averments are made and proved, such corporation Is affected as though It were properly named therein. Iloffleld v. Board .« Kan. 644; s. c, 7 Pac. Rep. 216. AVhen the summons is served on the secretary return should state that president or other officer was absent from the county, or could not be found. Town Co. v. Rucker, McC. 147. Service of a summons on a person who keens books for a corporation, but who is not its secre- tary or clerk, or any other officer or agent upon whom a legal service may be made, is not a valid service upon the corporation. Chambers v. P.ridge Co., 16 Kan. 270.] § 414S. Every railroad company or corpora- tion, and every stage company doing busi- ness in the State of Kansas, or having agents doing business therein for such corporation or comi^any, is hereby required to designate some person residing in each county, into which its railroad line or stage route may or does run, or in whic!i its business is trans- acted, on whom all process and notices issued by any court of record or justices of the peace of such cotmty may be served. [The service of a summons against a railroad company upon a section foreman, as " a local su- perintendent of repairs," where it appears that the company has not designated any person upon whom service could be made, under the provisions of section 68 of the Civil Code, is a valid service upon the company. Rv. Co. v. De Ford, 38 Kan. 2!!!): s. c. 16 Pac. Rep. 442. Summons; copy delivered " to D. W. M., agent of said Ry. Co., Manhattan, Kas.," does not show that said M. was president or chairman of the board of directors, or other chief otlicer, cashier, clerk or managing agent, and is not good. Rv. Co. V. Pillsbury, 29 Kan. 653.] § 4149. In every case such railroad com- pany or corporation, and stage company, shall file a certificate of the appointment and designation of such person, in the office of the clerk of tlie district court of the county in which such person resides; and the ser- vice of any process upon the person so desig- nated, in any civil action, shall be dr-rnied and held to be as effectual and complete as if service of such process were 'uade upon the president, or other chief officer of such corporation or stage company. Any railroad company, corporation, or stage company, may revoke the api)ointmetit and designa- tion of such person upon whom process may be served, as hereinbefore provided, by ap- pointing any other person qualified as above specified, and filing a certificate of such ap- 24 KANSAS. Service of summons; pleadings; attachment — Stat., §§ 4150-415G, 4193, 4273. pointment, as aforesaid; but every second or subsequent api)ointment shall also designate the person whose place is filled by such ap- pointment. § 4150. If any railroad or stage company, or corporation, fail to designat*^ and appoint such person, as in the preceding sections is provided and required, such process may be served on any local siiperintemleut of re- pairs, freight ag'-nt. agent to sell tickets, or station keeper, of such company or coipora- tion in such county, or such process may be served by leaving a c-opy thereof, certified by the otIi<'er lo v,hom the same is directed, to be a true copy, at any depot or station of such company or corporation, in such county, Avith some person in charge thei-eof, or in the employ of such company or corpora- tion, and such service shiiU be held .and deemeil complete and elTectual. [The railway company having designated no person in the county upon whom summons ma.v be served, such service may be made by the sheriff leaving a copy thereof with tue person in charge of the depot, and it is not necessary to specify in express terms that the road ruiis into that county or that company transacts its business therein. Ry. Co. v. Crowe, 9 Kan. 496. Where a raih-oad company has not designated any person upon whom service of summons should be made, it may be made upon its section fore- man, as " a local superintendent of repairs." R. R. Co. V. De Ford, 38 Kan. 299; s. c, 16 Pac. Rep. 442.] § 4151. In all cases where service of any pi-ocess cannot be had upon the person designated by such company or corporation personally, service may be made by leaving a certified copy of such process at "the usual place of residence of such person, or as in the last preceding section, and the same shall be deemed complete and effectual. § 4152. Where the defendant is an incor- porated insurance company, and the action is brought in a county in which there is an agency thereof, the service may be upon the chief oflicer of such agency. See § 4S60. § 4153. Where the defendant is a foreign corporation, having a managing agent in this State, the service may be upon such agent. See § 4861. [A corporation for jurisdictional purposes is to be treated as a citizen of the State bj' whose laws it was created, even though it has no business office in, and none of its officers are in such State. Pac. R. R. Co. v. M. P. Ry. Co., 5 McC. 373.] § 4155. Service may be made by publica- tion in either of the following cases: In * * * actions brought against a non-resi- dent of the State, or a foreign corporation, having in this State property or debts owing them, sought to be taken by any of the pro- visional remedies, or to be appropriated in any Avay; in actions which relate to, or the subject of Avhich is, real or personal property in this State, where any defendant has or claims a lien or interest, actual or contingent, therein, or the relief demanded consists wholly or partly in excluding him from any interest therein, and such defendant is a non- resident of the State or a foreign corpora- tion; * * * [Suit being instituted against a foreign corpo- ration, aud its treasurer garnished; no funds of said corporation being found in his hands within this State the court acquires no jurisdiction. AVheat v. Ry. Co., 4 Kan. 370.] § 4156. (As amended :Mareh 10, 1S91.) Be- fore service can be made by publication, an affidavit must be filed stating that the de- I'endant or defendants are non-residents of the State of Kansas, and that personal ser- vice of summons cannot be had upon said defendant or defendants within the State of Kansas, or that the plaintiff, with due dili- gence, is vuiable to malce personal service of summons upon the defendant or defendants to be served by publication within the State, and showing tliat tlie case is one of those mentioned in the preceding section. When such atfidavit is filed, the party may proceed to make service by publication. This act shall apply to domestic coriiorations which have not been legally dissolved in cases u'here the officers thereof have departed from the State or cannot be found. [All that such an affidavit is required to show is, that personal service cannot be made on the defendant within the State, and that the action is one in which service by publication may be had. Gillespie v. Thomas, 23 Kan. 139.] ARTICLE VIII. PLEADINGS IN CIVIL AC- TIONS. Sec. 4193. One of several parties may verify; when corporation is a party, who shall verif.v. § 4193. * * * When a municipal or other corporation is a party, the verification may be made by an officer thereof, its agent or attorney. ARTICLE XI. ATTACHMENT. Sec. 4273. Grounds of attachment. 4291. Answer of corporation summoned as garnishee. 4314. Same. § 4273. The plaintiff in a civil action for the recovery of money may, at or after the commencement thereof, have an attachment against the property of the defendant, and upon the grounds herein stated: First. When the defendant, or one oC several defendants, is a foreign corporation, or a non-resident of this State; (but no oi'der of attachment shall be issued on the ground or grounds in this clause stated for any claim other than a debt or demand arising upon contract, judgment or decree, unless the KAXSAS. 25 Receivers; officers and franchises — Stat., §§ 4291, 4314, 4349, 4766, 4768, 4772. cause of action ai'ose wholly within the limits of this State, which fact must be es- tablished on the trial;) See §§ 4874, 4884, as to attachments before jus- tices. § 4291. The answer of a corporation sum- moned as a garnisliee may be made by any ofiicer thereof; and of any other garnishee, by any ajjent or attorney, in his behalf, who shall be acquainted witli the facts. § 4.S14. "When any coii)oration shall be noti- fied to appear and answer as garnishee of any defendant, pursuant to sections 200, 201 and 202, of said chapter 80,* the answer, re- quired to be made by such garnishee by section 215 of said chapter, shall not be re- quired in any case in less than fifteen days from tlie service of the order and notice, and inteiTOgatories. if any; and when neither the president or other head of such corpora- tion, nor the secretary, cashier, or managing agent thereof, shall reside or live, or keep his .office or place of business in the county when (where) the action is pending, the an- swer of such garnishee shall not be required In less than thirty days from the service of the order and notice, and interrogatories, if any, ARTICLE XIII. RECEIVERS. Sec. 4349. Appointment of receiver. § 4349. A receiver may be appointed by the supreme court, the district court, or any judge of either, or in the absence of said judges from the county, by the probate judge: *** ****** Fifth. In the case provided in this Code, and by special statutes, when a cori)oration has been dissolved, or is insolvent, or in imminent danger of insolvency, or has for- feited its corporate rights. Sixth. In all other cases where receivers have heretofore been appointed by the usages of the courts of equity. See § 1202. [Under fifth subdivision of above section, a re- ceiver may be appointed at suit of a stocliholder, where corporate affairs have been so mismanaged that it has become insolvent, and it appears that all the officers and directors have conspired to divert its business to another company, distribute Its funds, and fraudulently apply its assets to their individual benefit. In re Lewis, 52 Kan. 660; s. c, 35 Pac. Rep. 287.] ARTICLE XXIX. OFFICES AND FRANCHISES. Sec. 4766. Writ of quo warranto abolished. 4767. In what cases. 4768. In what name. 4772. Damages; ouster. 4773. Costs. § 4766. The writ of quo warranto, and proceedings by information in the nature of •Provisions relating to garnishees. §§ 4283, 4302. § 202 has been repealed. 33 quo warranto, are abolished, and the rem- edies heretofore obtainable in those forms may be had by civil action. § 4767. Such action may be brought in the supreme coui-t or in the district court, in the following ■cases: First. When any person shall usurp, intrude into, or unlawfully hold or exercise any pub- lic office, or shall claim any franchise within this State, or any office in any corporation created by authority of this State; Second. Whenever any public officer shall have done or sulfered any act which, by the provisions of the law, shall worli a forfeiture of his office; Third. When any association or number of persons shall act within this State as a cor- poration without being legally incorporated; Fourth. When any corporation do or omit acts whicli amoimt to a surrender or a for- feiture of their rights and privileges as a corporation, or when any corporation abuses its power or exercises powers not conferred by law; Fifth. Where any corporation claims, by virtue of a congressional grant, any of the public lands or Indian lauds to which the Indian title or right of occupancy has been extinguished; Sixth. For any other cause for which a I'emedy might have been heretofore obtained by writ of quo warranto, or information iu the nature of quo warranto. [.Judgment of dissolution can probably be ren- dered only in an action in the nature of a quo warranto,' but it may be rendered in any case for a long-continued, wilful and persistent misuser or non-user of corporate franchises. State v. Pipher, 28 Kan. 131. The State may proceed by civil action in quo warranto against any corporation created under the laws of the State which, without authority, assumes to carry on the business of insurance. State v. Ins. Co., 30 Kan. 585; s. c, 2 Pac. Rep. S40.] § 4768. When the action is brought by the attorney-general or the county attorney of any county of his own motion, or when directed to do so by competent authority, it shall be prosecuted in the name of the State, but where the action is brought by a person claiming an interest in the office, franchise or corporation, or claiming any interest ad- verse to the franchise, gift or grant, which Is the subject of the action, it shall be prose- cuted in the name and under the direction, and at the expense of such person; * * * [In mandamus or quo warranto, an individual person can no longer sue in the name of the State, but must prosecute his action in his own name. Crowell v. Ward. 16 Kan. 61.] § 4772. When judgment is rendered in favor of the plaintiff, he may, if he has not claimed his damages in the action, have a separate action for the damages at any time witliin one year after tlie judgment. The court may give judgment of ouster against the defeiidant, and exclude him from the 26 KANSAS. Actions before justices — Stat., §§ 4773, 4859-4861, 4874, 4884, 4934, 5279. oflBce, franchise or corporate rights; and in case of corporations, that the same shall be dissolvod. § 47T.">. If judgment be rendered against any corporation, or against any persons claiming to be a corporation, the court may cause tlie costs to be collected by execution against the persons claiming to be a coniora- tion. or by attachment against the directors or other otticers of the corporation, and may restrain any disposition of the effects of the coriioration. appoint a receiver of its prop- erty and effects, talce an account, and make a distribution thereof among the ci*editors and persons entitled. CHAPTER LXXXI. Procedure — Civil, Before Justices. Art. 2. Commencement of an action. 4. Attachment. 8. Trial. ARTICLE II. COMMEN'CEMENT OF AN AC- TION. Sec. 4859. Service of summons on corporations. 4860. On insurance company. 4861. On foreign corporations. § 4859. A summons against a cori>oration may be served upon the president, mayor, chairman of the l^oard of directors or trus- tees, or other chief otficer; or, if its chief offi- cer is not found in tlie county, upon its cashier, treasurer, secretary, clerli or man- aging agent; or, if none of the aforesaid offi- cers can be found, by a copy left at the office or usual place of business of such coiijora- tiou), with the person having chai'ge thereof. See § 4147. [A service of summons upon a corporation which does not show that person served was either presi- dent, chairman of board of directors, or other chief officer, clerl< or managing agent, is not good. R. R. Co. V. niisbury, 21) Kan. 653.] § 4860. ^Yhen the defendant Is an incor- porated insurance company, and the action la brought In the county in which there is an agency thereof, the service may be upon the chief officer of such agency. See § 4152. § 4861. When the defendant Is a foreign corporation, having a managing agent in this State, the service may be upon such agent. See § 4153. ARTICLE IV. ATTACHMENT. Sec. 4874. Affidavit, and grounds for. 4884. Service of. § 4874. The plaintiff in a civil action for the recovery of money may, at or after the commencement thereof, have an attachment against the property of the defendant, and upon the grounds herein stated: First. AVlien tlie defendant or one of sev- eral defendiints is a foreign corporation or non-resident of this State; (but no attachment shall 1k3 granted on the ground or grounds in this clause stated, for any claim other than a debt or demand arising n])on contract, judgment or decree, unless the cause of ac- tion arose wholly witliin the limits of this State, Avldch fact must be established on tlie trial); 1 ^^ ^i * * * Hr- If See §§ 4273 et seq. § 4884. The copy of the order and notice shall be served upon the garnishee as fol- lows: * * * if a corporation, they shall be left with the president or other head of tlie same, or the secretarj*, cashier or man- aging agent thereof. ARTICLE VIII. TRIAL. Sec. 4934. Denial of corporate existence. § 4934. In all actions, allegations * * * of the existence of a eoii^oration * * * shall be taken as true unless tlie denial of the same be verified by the affidavit of the op- posite party, his agent or attol'neJ^ Proof of corporate existence. §§ 1166, 5279. [In a Justice's court the existence of a corpora- tion may be put in issue by the defendant without a denial under oath, or even a written denial of any kind. Stanley v. Bank, 17 Kan. 592. It was sufficiently shown, in case at bar, that the National Bank "of Springfield, Ohio, was a cor- poration. Mann v. Bank, 34 Kan. 746; s. c, 10 Pac. Rep. 150. "When the answer denying the allegation of cor- porate existence is verified, it must be proved upon the trial; and it Is error, with such an answer in the case, to render judgment against the cor- poration without any proof of its corporate exist- ence. Jones v. Ross, 48 Kan. 474; s. c, 29 Pac. Rep. 680.] CHAPTER LXXXn. Procedure — Criminal. Art. 11. Trials, Incidents thereto. AIITICIjE XI. TRIALS, INCIDENTS THERETO. Sec. 5279. Existence of corporation, how proved. § .5279. If. on trial or other proceeding in a criminal cause, the existence, constitution, or powers of any banlcing company or cor- poration shall become material, or be in any way drawn in question, it shall not be neces- sarj' to produce a cei-tified copy of the char- ter or act of incorporation, but the same may be provcnl by general reputation, or by the printed statute book of tlie Slate, govern- KAXSAS. 27 Taxation— Stat., (J8i6, 6847, G849, 6850, 6858, 6864, 6865. niein or country by which such corporation A\as created. Proof of corporate existence. § 1166. See § 4t»34. [In the trial of a criminal case, the de facto existence of a corporation is all that Is necessary to be shown; and existence of a railroad corpora- tion may be proved by general reputation. State V. Thompson, 23 Kan. 338.] CHAPTER CVII. Taxation. Art. 1. Property subject to taxation. 3. Property, when and by whom listed. 5. Merchants and manufacturers. 6. Banks. ARTICLE I. PROPERTY SUBJECT TO TAXA- TION. Sec. 6S4fi. I'ropert.v subject to taxation. 6847. I'ersonai property includes what. § 6M6. All proi)erty lu this State, real and personal, not expressly exempt therefrom, shall l)e subject to taxation in the manner prescribed by this act. § (>.S47. * * * The term " personal prop- erty " sliall include * * * the capital stock, undivided jtrotits. and all otlier assets of eveiy company, incorporated or unincor- porated, and eveiT sliare or interest in such stociv, profit or assets, by whatever name the same may be desiRiiated: Provided, The same is not included in other personal prop- erty subject to taxation or listed as the property of individuals; « * * stock is personal estate. § 1184. ARTICLE III. PROPERTY. AVHEN AND BY ^VHOM LISTED. Sec. 0840. What property to be listed. By whom. 6850. Money. 6858. Corporate stock. § 6.S49. Eveiy person of full ajre and sound mind, accovmtant officer, or otlier person desijJTuated by any person, company or cor- poration, sliall list all personal property sub- ject to taxation, of wlilch sucli person, com- pany or corporation is the owner, lessee or occupant, having any interest in or exercis- ing any control over any personal property, including; all moneys in his possession or subject to his order, check or draft, and all credits due or to become due from any per- son, company or corporation, whether in or out of the county or State in wliicli such person may reside or such company l)e lo- cated, except as herein otherwise provided. [AVhere the stock in a mining corporation is as- sessed to the stockholders for the respective shares held by them, the assessment of the tangible property of the corporation, and the payment of the taxes delivered thereon does not relieve the stockholders from liability to pay taxes on the excess of the valuation of the entire stock over the valuation of the tangible property of the cor- l)oration. Ryan v. Leavenworth, 30 Kan. 185; s. c, 1' I'ac. Rep. loG.} § ()850. Money collected by any agent for any person, company or corporation, which is to be transmitted immediately to such per- son, company or corporation, shall not be listed by such agent; l»ut such agent shall, if required by tlie assessor, state under oath the amount e car- ried on, and such property shall be taxed the same as if the same had been returned by the proper assessor. § G8(>5. If any person, company or corpora- tion shall commence merchandising, trading or freiglitiug. as designated in tlie foregoing section, and shall not, within one month thereafter, report in accordance with the re- quirements of section lt> of this ait. such person, company or corporation shall forfeit 28 KANSAS. Taxation — Stat., §§ 6866-6868. and pay four per cent, on the value of the personal property by him or them so em- ployed; and the value of such property shall be ascertained by the testimony of witnesses called by the the treasurer of the county in Avhich such business may be carried on. And the said forfeitures shall be collected by sucli treasurer; by a suit before any justice of the peace or court having jurisdiction thereof; and \\-hen sucli forfeiture shall be collected, the amount shall be distributed in the same proportion as other taxes: Pro- vided, It shall be the dutj' of said treasurer to notify such merchant of the above require- ment of law, at least ten days before the commencement of such suit. § 6866. Every person, company or corpora- tion who shall hold or purchase personal property for the puriiose of adding to the value thereof, by any process of manufac- turing, refining, or by the combination of different materials, shall be held to be a manufacturer, and when such company or corporation shall be required to malie out a statement of other personal property for taxation, he or they shall state the average amount of all articles purchased or held for the pvirpo^e of being used in such process of manufactimng, refining or combining which he or they shall have had on hand during the year next preceding the first day of ]\Iarch preceding the time of mailing such statement, which amount shall be ascer- tained by estimating the amount of such property on hand in each month of the pre- ceding year, or such portion thereof as he or they may have been engaged in such busi- ness, then add the several monthly estimates, and divide the aggregate by the number of months he or they have been engaged in sucli business, and such statement shall be verified on oath, as required in other cases: Provided, That the property so listed shall not be valued or assessed at any higher rate than other property, § 6867. Every manufacturer shall list the value of all engines, tools and machinery of every description, not forming part of any parcel of the real property, used or desig- nated to be used in any process of manu- facturing as defined in this act. ARTICLE VI. BANKS. Sec. 6868. Stock in banks, how assessed. § 6868. (As amended March i;>. ISlil.) Stockholders in banks and banking associa- tions and loan and investment comi)anies or- ganized luadcr the laws of this State or the United States, shall be assessed and taxed on the true A'alue of their shares of stock in the city or township where such banks, banlving associations, loan or investment companies are located; and the president, cashier or other managing otficer tliereof, shall, under oath, return to the assessor on demand a list of the names of the stock- holders and amount and value of stock held by each, together with the value of any undi- vided profit or surplus; and said banks, banking associations, loan or investment companies shall pay the tax assessed upon said stock and undivided profits or surplus, and shall have a lien thereon until the same is satisfied: Provided. That if from any causes the taxes levied upon the stock of any banking association, loan or investment com- pany shall not be paid by said corporation, the property of the individual stockholders shall be held liable therefor: Provided further. That if any portion of the capital stock of any bank or banking association or loan or investment company shall be invested in real estate and said corporation shall hold a title in fee simple thereto, the assessed value of said real estate shall be deducted from the original assessment of the paid-up capital stock of said corporation, and said real estate shall be assessed as other lands or lots: And provided further. That bank- ing stock or loan and investment company stock or capital shall not be assessed at any higher rate than other property: And pro- vided further. That the provisions of tliis act shall apply to all mutual fire and life insur- ance companies or associations having as- sets, accumulations, moneys or credits, and doing business imder tlie laws of this State: And provided further. That sucli assets, money and credits, held and under the con- trol of' such mutual fire and life insurance companies or associations, shall be subject to assessment and taxation. KAISrSAS. 29 Wages; preferred stock, etc. — Acts Mch. 10, 1893; Mch. 9, 1895; Feb. 18, 1897. LEGISLATIVE ACTS RELATING TO CORPORATIONS, ENACTED SUBSEQUENTLY TO 1889. 1. Providing for the weekly payment of wages. 2. Authoi-izing corporations to issue preferred stock. 3. Discrimination against labor organizations. 4. To secure to laborers payment of their wages. 5. Prohibiting trusts. 6. Allowing corporations to become members of insurance companies. 7. To prevent black-listing. 8. Relating to employment of detectives. Act 1. AN ACT providing for the weekly payment of wages in lawful money of the United States by certain corporations, and provid- ing a penalty for the violation thereof. Be it enacted by the legislature of the State of Kansas: Section 1. All private corporations do- ing business within this State, except all steam surface railways and except coiTporations engaged in the production of farm and dairy products, shall pay to their employes the wages earned eacli and every week in lawful money of the United States, and all sucli wases shall be due and pay- able and shall be paid by such coii^ora- tion not later than Friday of each week for all such Avages earned the preceding week. § 2. Whenever such corporation fails to pay any of tJieir employes, as provided in section one of tins act. then a penalty shall attach to such corporation and become due to such employes, as follows: A sum equiva- lent to a penalty of five per cent. i>er montii as liquidated damages, a)id such penalty shall attach and become a judgment in any court of competent jurisdiction, and the pen- alty sliall continue in full force and effect including all the time intervening up to time of final payment. *; 3. Whenever any employe is discharged from the employ of anj sneh corporation, then the wages of such ein])loye shall be- come due and payable iu the same manner as heretofore described in section two. § 4. Any employe may recover all such penalties that may, by violations of sections two and three of this act, have accrued to him at any time within six months succeed- ing such default or delay in tlie payment of such wages. § 5. Any contract or agreement made be- tween any such coiporation and any parties in its employ, wlK>se provisions shall be in violation, evasion or cir'cumveution of this act, shall be unlawful and void in its effects as to such corporations. § 6. TMiene^er ajiy such corporation shall contract any or all its work to any contrac- tor, then it shall bec-ome the duty of such cor- poration to provide that the employes of such corporation or contractor shall be paid ac- cording to the provisions of this act, and such corporation shall become responsible and liable to the employes of such contractor in the same manner as if said employes were employed by such corporation. § 7. WJienever it shall become necessary for emploj^es lo enter or maintain a suit at law for the recovery or ■collection of wages due as provided by this act, then such judgment shall include a reasonable attorney fee, to be taxed as a part of the costs in the case, and collected under the same provisions of law as such judgment. § 8. This act shall take effect and be In force from and alter its pul)licatioa in the official State paper. ^Approved March 10, 1893.) Act 2. AN ACT authorizing corporations to issue preferred stock. Be it enacted by the legislature of the State of Kansas: Section 1. It shall be lawful for any corporation now organized or that may be hereafter organized under and by virtue of the laAvs of the territory of Kaa- sas or the State of Kansas to issue prefeiTed stock: Provided, All the stockholders of any corporation so issuing preferred stock shall gi\'e tlu'ir assent to such issue. § 2. This act shall take effect and be in force from and after its publication in the official State paper. (Approved March 9, 1895.) Act 3. AN ACT to prevent the discrimination of corporations or individuals against mem- bers of lalxir organizations, and providing penalties for the violation of this act. Be it enacted by the legislature of the State of Kansas: Section 1. That it shall be unlawful for any person, company, or corporation, or the agent, officer, manager, superintend- ent, master mechanic, or foreman of any person, company, or corporation, to pre- vent employes from joining and belonging to any la])or organization, and any such per- son, company, or corijoration, or any agent, manager, superintendent, master mechanic, or other officer of anj^ person, compan.v, or 30 KAXSAS. Wages; trusts — Acts of March 2, 1897; March S. 1897. corporation tliat coerces or attempts to coerce employes by discharfriug or threaten- ing to discharge said employes lK>cause of their connection vrith sncli lalx)r organiza- tion, shall be deemed guilty of a misde- meanor and upon conviction thereof shall be fined in any sum not less than tifty dollars nor more than tive himdred dollars. § 2. That any person, company, or corpora- tion doinj; any of the acts prohibited by section one of this act. shall be liable to the pei*son injured, in exemplary or punitive damages not to exceed two thousand dol- lars, to be recovered by civil action, and in addition thereto a reasonable attorney fee to be recovered in said civil action for damages. § 3. This act shall take effect and be in force from and after its publication in the statute book. (Approved February 18, 1897.) Act 4. AN ACT to secure to laborers and others the payment of their \\ ages, and prescribing a penalty for a violation of this act, and re- pealing sections 2441. 2442. and 2443 of the general statutes .of 1889, and all acts and parts of acts in conflict herewith. Be it enacted by the legislature of the State of Kansas: Section 1. It shall be unlawful for any pel son, firm, company, corijoratiou, or trust, or the agent, or the business man- ager of any such person. lirm. company, cor- poration or trust to sell, give, delivei", or in any Avay directly or indirectly to any per- son employed by him or it, in payment of wages due or to become due, any scrip, token, check, draft, order, credit on any book of account or otlier evidence of indebt- edness, payable to bearer or his assignee, otherA\ ise than at the date of issue, but such wages shall be paid only in lawful money of the United States, or by check or draft drawn upon some bank in which any per- son, firm, company, corporation, or trust, or the agent, or the business manager of any such person, firm, company, c-orporatiou, or trust, has money upon deposit to cash the same. § 2. All contracts to pay or accept wages in any other than lawful money, or by check or draft, as specified in section one, of this act, and any private agreement or secret un- derstanding that wages shall be or may be paid, in other than lawful money, or by such i-heck or draft, shall be void, and the procui-ement of such laivate agreement oi- secret understanding, shall be unlawful and con.strued as coercion on the ijart of the employer. § 3. If any person shall violate any of the provisions of either s^Mtion one or two of this act, or shall compel, or in any man- ner attempt to comi)el, or coerce any em- ploye of any coii)oratioii. or trust to pur- chase goods, or sui)i»lies. from any particular person, firm. cx)ii)oration. company or trust or at any particular store or place, he shall be guilty of a misdeiiicanor, and ui)on con- viction thereof, shall be fined not less than one hundred doll.-irs nor more than live hun- dred dollars, or be iinprisoned in the county jail not less than thirty or more than ninety days, or by both such fine and imprisonment for each violation. § 4. This act shall apply only to coiiJora- tions or trusts or their agents, lessees, or business managers, that employ ten or more persons. § 5. The county attorney of any county upon complaint made to him shall proceed to pi"osecnte the violators of this act as prescrilied in otlier cases of misdemeanor. § 0. That sections 2441, 2442, and 2443 of the general statutes of Kansas, of ISSi). and all acts and parts of acts in conflict with the provisions of this act are hereby repealed. § 7. This act shall take effect and be in force from and after its publication in the official State paper. (Approved March 2, 1897.) Act 5. AX ACT defining and prohibiting trusts, providing procedure to enforce the pro- A'isions of this act. and providing pen- alties for violations of the provisions of this act. Be it enacted by the legislature of the State of Kansas: Section 1. A trust is a combination of capital, skill, or acts, by two or more persons, firms, corporations, or associations of persons, or either two or more of tliem, for either, any or all of the following jiur- poses: First. To create or carry out restric- tions in trade or commerce or aids to com- merce, or to carry out restrictions in the full and free pursuit of any business a.u- thori/ed or pex'initted by the laws of this State. Second. To increase or reduce the price of mercliandise. produce or commodi- ties, or to control the cost or rates of in- surance. Third. To prevent competition in the manufacture, making, transportation, sale or purchase of merchandise, produce or commodities, or to prevent competition in aids to commerce. Fourth. To fix any standard or figure, whereby its pric6 to the public sliall be, in any manner, controlled or established, any article or commodity of merchandise, produce or commerce intended for sale, use or consumption in this State. Fifth. To make or enter into, or execute or carry out any contract, obligation or agreement of any kind or description by which they shall bind or have to bind them- selves not to sell, manufacture, disjxise of or transport any article or commodity, or KAXSAS. 31 Trusts — Act of March 8, 1897. article of trade, use. merchandise, com- merce or consiimptiou below a common standard figure or by which they shall agree in any manner to keep the price of such article, commodity or transportation at a fixed or graded figure, or by which they shall in any manner establish or settle the price of any article or commodity or trans- portation between them or themselves and others, to prechide a free and unrestricted competition among themselves or others in transportation, sale or manufacture of any such article or commodity, or by which they shall agree to pool, combine or unite any Interest they may have in connection with the manufacture, sale or transportation of any such article or commodity, that its price may in any manner be affected. And any such combinations are hereby declared to be against public policy, unlawful and void. § 2. All persons, companies, or corpora- tions, within this State are hereby denied the right to form or to be in any manner interested, either directly or indirectly, as principal, agent, representative, consignee or otherwise iu any trtist as defined in sec- tion one of this act. § 3. Any corporation, holding a charter under the laws of the State of Kansas which shall violate any of the provisions of this act shall thereby forfeit its charter and franchise, and its corporate existence shall cease and determine. And any stockholder, director, otticer. agent. represeute deemed guilty of a misdemeanor and shall be fined, not less than one hundred dollars nor mure than one thousand dollars, and confined in jail not less than thirty days, nor more tiian six months, and shall forfeit not less than one hundred dollars for each and every day such violation may continue, which may be recovered iu the name of the State of Kan- sas in any court of comi>etent jurisdiction. § G. Each and every per.son, company or corporation, their officers, agents, representa- tives or consignees, who, either directly or indirectly, violate any of the provisions of this act shall be deemed guilty of a misde- meanor and on conviction thereof shall be subject to a fine of not less than one hun- dred dollars nor more than one thousand dollars, and shall l>e imprisoned not less than thirty days nor more than six months, and in addition thereto for each and every day thereafter that such violation shall be committed or continued, forfeit and pa.v the sum of one htuidred dollars, which may be recovered in the name of the State of Kansas, in au.v county where the offense is committed or where either of the offenders reside, and it shall be the duty of the at- torne.v-general of the State, or the coimty attorney of any cotmty in the State, in which said violation shall occur, or either of them, to prosecute and enforce the provisions of this act § 7. Anj' contract or agreement in viola- tion of any of the provisions of this act, shall be absoltitely void and not enforce- able in any of the courts of this State, and when any civil action sliall be commenced in any court of this State, it shall be law- ful to plead in the defense thereof, tliat the plaintiff or an.v person Interested in the prosecution of the case is at the time or has within one .vear next preceding the date of the commencement of any such action, been gtiUty either as principal, agent, representa- [ five, or consignee, directly or indirectl.v. of a violation of any of the provisions of this act, or that the cause of action grows out of any business transaction in violation of this act. § 8. That any person, firm, company or ! corporation that may be damaged by any I such agreement, trtists or combinations de- ! .scribed iu sections one and two of this act, may stie for and recover in any court of ! competent jurisdictiou in this State, of any i person, company or combination, operating j such trust or combination, such damages as they have sustained, together with a reason- able attorney fee. i § 9. It shall be the duty of the attorney- 32 KANSAS. Trusts; blacklisting — Acts of March 8, 1897; March 12, 1897. general of the State, and the county attor- neys in their respective counties to dili- j;eiitly prosecute any and all persons vio- lating any of the provisions of this act, and it shall be the duty of all State and county officials having notice and knowledge of any violation of the provisions of this act, to notify the county attorney of their respect- ive counties, and the attorney-general of the State, of the fact of such violation and lo furnish them with the names of any wit- nesses by whom such violations can bo proved; if any such officer or officers shall fail to comply with the provisions of this section he shall upon conviction, be fined in any sum not less than one hundred dol- lars nor more than one thousand dollars, and such conviction shall be a forfeiture of the office held by such person, and the court before whom such conviction is had, shall in addition to the impositions of the fine afoi'esaid, order and adjudge the forfeiture of his said office. § 10. The several disti'ict courts of this State, and the judges thereof shall have jurisdiction, and it shall be their duty, upon good cause shown and upon written appli- cation of the county attorney or the attorney- general, to cause to be Issued by the clerk of said court, subpoenas for such witnesses as may be named in the application of a coimty attorney or the attorney-general, and to cause the same to be served by the sher- iff of the county where such subpoena is issued; and such witnesses shall be com- pelled to appear before such court, or judge, at the time and place set forth in the sub- poena, and shall lie compelled to testify as to any knowledge they may have of the vio- lations of any of the provisions of this act. And any witness who fails or refuses to attend and testify shall be punished as for contempt, as provided by law. Any person subpoenaed and examined shall not be liable to criminal prosecution for any violation of this act about which he may testify. Neither shall the evidence of any such wit- ness be used against him in any criminal proceeding. The evidence of all witnesses so subpoenaed shall be taken down by the reporter of said court and shall be tran- scribed and placed in the hands of the county attorney or the attorney-general, and he shall, in the proper courts, at once prose- cute such violator or violators of this act as the testimony so taken sliall disclose. Witnesses subpoenaed as provided for in this section shall be compelled to attend from any county in the State. § 11. Nothing in this chapter shall be held or construed to affect any action or prose- cution which is now pending under the pro- visions of any law now in existence in this State. § 12. This act shall take effect and be in force from and after its publication in the official State paper. (Approved March 8, 1897.) Act 6. AN ACT to allow public corporations, quasi- public corporations and private corpora- tions of the State of Kansas to become members of mutual fire insurance com- panies for the purpose of carrying in- surance in such companies. Be it enacted by the legislature of the State of Kansas: Section 1. That any public corporation, quasi-public corporation, or private corpora- tion of the State of Kansas has power to be a member of a mutual fire insurance com- pany and vote as such member and to execute premium notes for its insurance. § 2. That anj- coiporation or quasi-corpora- tion may vote by any one of its officers at the annual meetings of mutual fire insiu-ance companies of which it is a member. § 3. This act shall take effect and be in force from and after its publication in the official State paper. (Approved March 12, 1897.) Act 7. AN ACT to prevent blacklisting by em- ployers of labor, providing penalties there- for, and for the recovery of damages. Be it enacted by the legislature of the State of Kansas: Section 1. Any employer of labor in this State, after having discharged any person from his service, shall not pre- vent or attempt to prevent by word, sign or writing of any kind whatsoever, any such discharged employe from obtaining employment from any other person, com- pany or corporation except by furnishing, in wi-iting, on request, the cause of such discharge. § 2. That any employer of labor in this State shall, upon the request of a dischai-ged enq)loye, furnish, in writing, the true cause or reason for such discharge. § 3. Any employer of labor, his agent or employe Miio shall violate the provisions of this act shall be guilty of a misdemeanor and shall, upon conviction, be fined for each oft'ense the sum of one hundred dollars and thirty days imprisonment in the county jail. § 4. Any person, firm, or corporation, found guilty of the violation of sections one and two of this act, shall be liable to the party injured to an amount equal to three times the sum he may be injured, and such employers of labor shall also be liable for a reasonable attorney fee which shall be taxed as part of the costs in the case. § 5. This act to be in full force and effect from and after its publication in the statute book. (Approved March 12, 1897.) KANSAS. 33 Special policemen — Act of March 13, 1897. Act 8. AN ACT relating- to the appointment of special deputies or policemen by sheriffs, mayors and other persons authorized by law to make such appointments, and pro- viding penalties for violation thereof. Be it enacted by the legislature of the State of Kansas: Section 1. That no sheriff of a county, mayor of a city, or other private per- sons authorized by law to appoint special deputies, marshals or policemen in this State, to preserve the public peace and pre- vent and quell public disturbances, shall hereafter appoint as such special deputies, marshals or policemen any person who is not a resident of this State. § 2. That it shall be unlawful for any per- son, company or association or corporation to bring or import into this State any per- son or persons or association of persons for the purpose of discharging the duties de- volving upon sheriffs, deputy sheriffs, police- men, constables or peace officers in the pro- tection or preservation of public or private property, or in the punishment of any per- son violating the criminal laws of this State. § 3. That any person or persons who shall in this State, without the authority, exer- cise or attempt to exercise the functions of or hold himself or themselves out to any as a deputy sheriff, marshal, policeman, constable or peace officer, shall be deemed guilty of a misdemeanor, and upon convic- tion thereof, shall be punished by imprison- ment for a period of not less than three montlis nor more than one year. § 4. That any person, company or corpora- tion guilty of violating any of the provisions of said section two of this act shall be liable to a penalty of ten thousand dollars, to be recovered in the name of the State, for the use of the school fund of the county where such private armed detective forces were used by such corporation or persons; and the person, officer or agent employing such private detectives shall be guilty of felony, and on conviction thereof, shall be punished by imprisonment at hard labor not exceeding five years and not less than one year, and every day that private armed detective forces are employed or used shall be considered a separate and distinct of- fense: Provided, however. That nothing con- tained in this act shall prevent the governor of this State from appointing a citizen of another State to serve a warrant issued on a requisition from the governor of another State. § 5. That this act shall take effect and be in force from and after its publication in the statute books. (Approved March 13, 1897.) mDEX TO KANSAS. ACTIONS: Page. right to maintain 10 to recover debts clue from stocliholders 16 against stoelcholders, upon dissolution 19 to recover damages on account of trusts and combinations 22 against a corporation, where brought 22, 23 a railroad company 23 a turnpike company 23 charter may prescribe place 23 a foreign corporation 23 summons, how served on corporation 23, 26 on railroad and stage corporation 23 designation of person for service 23, 24 service of, by publication 24 pleadings, verification of 24 proceedings in nature of quo warranto 25 foi' forfeiture of charter 25 AGENTS: right of corporations to appoint 11 forgery of name of 20 ATTACHMENT: grounds for 24-26 corporation as garnishee, answer 25 service of order and notice -6 BANKS: stock in, how taxed 2S stockholders, list of, to be returned 28 BLACKLISTING: of employes prohibited 32 BONDS: corporations may issue 12 BOOKS OF CORPORATION: to bo kept at principal office lt> inspection of, by creditors 1" BORROW: corporation may, and issue bonds, etc 12 BY-LAWS: corporation may make H directors may adopt 13 stockholders may change 13 transfer of stock 15 payment of subscriptions 15 CAPITAL STOCK: charter to state amount of 9 number of shares of 'J increase of, by stockholders 12 certificate of, to be filed 12 subscriptions to, when and how received 12 36 INDEX TO KAISTSAS. CAPITAL STOCK — (Continued): Page. subscriptions to, notice of receiving 32 books to be liept 13 payment of, how made 15 neglect to pay installments 1-^ personal property, for taxation 27 CATTLE: pooling to regulate prices of 20, 21 CHARTERS, CORPORATE: what to state ^ five or more persons to subscribe 9 may be amended by vote of stockholders 9 amended, to be subscribed by directors 9 of a road company, what to state 9 filed in ofiice of secretary of state 9 copy of, as evidence 9 existence of corporation to date from filing 9 dissolution for failure to commence business after filing 18 legislature may amend or repeal 5 COMBINATIONS (See Trusts): for fixing prices illegal 21, 22 CONDEMNATION: of real property (See Eminent Domain.) CONSPIRACY: to obstruct business 21 voluntary quitting employment not deemed 21 CONTRACTS: right of corporation to make 11 CONTRIBUTION: from stockholders may be compelled 19 CONVEYANCES: of real property, by corporations, ratified 7 right of corporation to make 11 deed, how executed 18 CORPORATIONS: not to be created by special act 5 dues from, to be secured by individual liability of stockholders 5 term includes what 6 classification of 7 public, what are 7 private, what are 7 how created 7 for what purposes 7, 8 obstructing business of 21 conspiracy for, a crime 21 voluntary quitting employment not deemed 21 member of mutual fire insurance company 32 CRIMINAL CAUSES: proof of corporate existence in 26 DEBTS, CORPORATE: to be secured by liability of stockholders 5 directors liable for, when unlawful dividend is declared 16 liability of stockholders for 16 enforcement of, by execution 16 INDEX TO KA:N^SAS. 37 DIRECTORS: Page. charter to state nunaber of 9 names of, for first year 9 amended charter subscribed by 9 number may be changed 11, 13 affidavit filed with secretary of state 11 increase of capital stock 12 subscriptiong to capital stock 1'2 quorum of, majority constitutes 12 annual election of 12 failure to hold, not to dissolve 13 manner of conducting 15 votes of stockholders 15 oaths of office of 33 election of president, secretary and treasurer 13 by-laws adopted by 13 of religious corporations 13 general management 13 capital stock, unsubscribed for 13 records and books 13 report upon request of stockholders 13 stockholders vote for 15 payment of subscriptions, may require 15 dividends, liability for unlawful 16 three to be residents of state l(i petition for completion of public work 17, 18 trustees upon dissolution 18, 19 liability of, to creditors and stockholders 19 liability of, for pooling to regulate prices 20 not to enter trusts and combinations 22 DISSOLUTION OF CORPORATION: by expiration 18 to enable creditors to secure payment of debts 18 for failure to commence business 18 directors trustees for creditors and stockholders 18, 19 liability of 19 actions against stockholders for unpaid debts 19 receivers may be appointed 25 DIVIDENDS: directors may declare 13 liability for declaring, when corporation is insolvent 16 DURATION: oi corporate existence, charter to state 9 when not limited by charter 10 extension of 14 ELECTIONS: annual, of directors 12 failure to hold, not to dissolve 13 right of stockholders to vote at 15 cumulative voting for directors 15 EMINENT DOMAIN: rights of owners of land (J EMPLOYE: wages payable weekly 29 payable in money ^^0 belonging to labor organizations 29 blacklisting of, prohibited 32 38 INDEX TO KA:NtSAS. EVIDENCE: Page. certifietl copy of charter 9 time of filing charter, certificate as 9 certified records of corporation IS EXECUTION: a^rainst stockholders for corporate debts 10 plaintific ma.v examine books 17 EXISTENCE, CORPORATE: duration of, charter to state y to date from fiUng of charter 9 extension of 14 certificate to be filed 14 denial of 2ij proof of, in criminal causes 2U termination for entering trusts 31 FIRE INSURANCE: corporations may become members of mutual companies 32 FOREIGN CORPORATION: action against, where brought 23 service of summons 24. 26 attachment against 24 FORFEITURE: of stock for failure to pay installments 15 notice to be given to stockholder 15 of charter 16 how prosecuted 25 judgment of ouster 25. 26 of charter and franchise for entering trusts 31 FORGERY: false making, etc., of corporate debts 20 FRANCHISE: corporate, action for forfeiture 25 how prosecuted 25. 26 forfeiture of, for entering trusts 31 GARNISHEE: answer of corporation as 25 service of notice and order on 26 GRAIN: pooling to regulate prices of 20, 21 HOGS: pooling to regulate prices of 20, 21 INCORPORATION: of corporations, for what purposes 7, 8 INSOLVENCY: corporation in, not to declare dividends 16 INSTALLMENTS: of subscriptions to capital stock 15 neglect of stockholders to pay 15 LABORER, (See Employe.) LABOR ORGANIZATIONS: members of. not to be discriminated against 29 IXDEX TO KAISTSAS. 39 LAWS: Page. special, when not to be enacted 5 granting corporate powers, not to be passed 5 general, corporations to be created pursuant to 5 LEGISLATURE: may repeal or amend laws granting privileges 5 special laws, when not to be enacted 5 LIABILITIES: of stockholders for corporate debts 5, IG, 20 enforcement of, by execution 16 of directors, for declaring unlawful dividends 16 of stockholders upon dissolution 19 of officers, for pooling to regulate prices 20 LISTING (See Taxation): of personal property for taxation 27 money collected by agent 27 not to include stock listed by corporation 27 by manufacturers 28 MANUFACTURERS: reports of, to county clerk for taxation 27 failure to make 27, 28 who are 28 property to be listed by 28 MEMBERS: of corporations, recovery of dues from 16 MERCHANTS: reports of personal property to county clerk 27 failure to make 27, 28 AnSNOMER: of corporation, effect of 18 MORTGAGE: right of corporation to execute 11 NAME OF CORPORATION: charter to state 9 provision regulating 9 right of succession under : 10 stockholders may change 11 affidavit of change to be filed 31 notice of change of name to be published 11 OBSTRUCTION: of business of corporation ... 21 conspiracy for, a crime 21 voluntary quitting employment not deemed 21 OFFICE: principal. (See Place of Business.) of treasurer to be within state ly OFFICERS: right of corporations to appoint H forgery of names of 20 liability of, for pooling to regulate prices 20, 31 PERSON: when deemed corporation 22 PLACE OF BUSINESS: charter to state 9 to be kept within state iq books and records to be kept at jy 40 INDEX TO KANSAS. PLEADINGS: I'-i^e. verification of, by corporation 24 POLICE OFFICERS: appointed by corporations, to be residents 33 POOLING: for regulating prices, a crime -0, 21 PREFERRED STOCK: when to he issued '-') PRESIDENT (See Officers): directors to elect 13 and secretary to make annual report 14 PRICES: of grain, cattle, hogs and stock, pooling to regulate 20, 21 trusts and combines for fixing, illegal 22 what are 30 PRIVATE CORPORATIONS: what are " how created 7 PRIVILEGES: granted by legislature may be amended or repealed 5 PROCEEDINGS. (See Actions.) PROOF: of corporate existence in criminal causes 2i! PROPERTY: right to hold, mortgage and convey 11 corporations may borrow on 12 PUBLIC CORPORATIONS: what are 7 PUBLIC IMPROVEMENT: extension of time for completion of 17 petition to court for 17, IS PURPOSES: for which corporations may be created 8 charter to state 9 employment of capital, etc., for other than lawful 14 QUO WARRANTO: writ abolished 2f> proceedings by action 25 RAILROAD: obstructing operation of 21 conspiracy for, a crime 21 voluntary quitting employment not deemed 21 actions against, where brought 23 service of summons on company 23 designation of person 23 REAL PROPERTY: condemnation of, rights of owners 6 corporations may convey 7 conveyances of, by corporation, ratified 7 deeds, how executed IS right to hold, mortgage and convey 11 RECEIVERS: when appointed 25 RECORDS: to be kept at principal office 1(5 copies of, as evidence 18 INDEX TO ka:^[sas. 4T REPORTS: Page. directors to make, to stockholders 13 annual, of president and secretary 14 contents of 14 penalty for failure to make 14 of merchants and manufacturers to county clerk 27 failui-e to mako 27, 28 RIGHT OF WAY (See Eminent Domain): not to be appropriated, except for compensation 6 SEAL, COMMON: right to make and use 10 SECRETARY (See Officers): directors to appoint 13 president and, to make annual report 14 SERVICE: of summons on corporations 23, 26 designation of persons for, by certain corporations 23 effect of failure to make 24 when person designated cannot be found 24 by publication ■ 24 upon foreign corporation 24, 26 upon insurance corporation 26 SHARES OF STOCK (See Stock; Capital Stock): charter to state number 9 personal property for taxation 27 STOCK: capital, charter to state amount of 9 increase of, by stockholders 12 certificate of, to be filed 12 subscriptions, when received 12 notice of receiving to be published 12 payment of, how made 15 unsubscribed for, directors may dispose of 13 payment of, in installments 15 personal property, for taxation 27 dividends upon 13 employment of, for unlawful purpose 14 deemed personal estate 15 forfeiture of, for failure to pay installments 15 notice to be served on stockholder 15, 16 personal property, for taxation 27 when not listed for taxation 27 in banks, how assessed 28 preferred, when issued 29 STOCKHOLDERS: debts of corporations to be secured by liability of 5 may vote by proxy 7 amendment of charter by vote of 9 change of name by 11 of number of directors 11 increase of capital stock 12 by-laws amended by 13 reports of directors 13 extension of corporate existence 14 right to vote 15 neglect to pay installments 15 debts to corporation, how recovered 16 execution against, for corporate debts 16 liability of, for corporate debts 16' -^ 34 42 mDEX TO KANSAS. STOCKHOLDERS — (Continued) : Page. bookg containing names of, inspection 17 directors when trustees for, on dissolution 18 action against, upon dissolution 19 contribution may be compelled 19 trusts and combinations, not to enter 22 bank, bow taxed 28 list of, to be returned 28 preferred stock, consent to issue 29 SUCCESSION: corporation to have right of 10 SUMMONS: services of, upon corporation 23, 26 designation of person, by certain corporations 23 effect of failure to make 24 when person designated cannot be found 24 by publication 24 TAXATION: i property subject to 27 stock personal property 27 listing of property for 27 stock, when not listed 27 reports to county clerk by manufacturers, etc 27 failure to make 27, 28 listing by manufacturers 28 stock in banks 28 TRANSFER: of stock, books for record of 13 how made 15 assessments to be paid 15 by-laws to provide manner 15 TREASURER (See Officers): directors to appoint 13 office of, to be within state 18 TRUSTEES. (See Directors.) TRUSTS: for fixing prices illegal 21, 22, 30 actions for the prosecution of 22, 31 what are 30 corporations entering, forfeiture 31 liability of officers for 31 contracts forming, are illegal 31 damages recovered for entering 31 attorney-general to prosecute 32 TURNPIKE CORPORATION: action against, M-here brought 23 VERIFICATION: of pleadings, by corporation 24 VOTES: of stockholders at elections 15 by proxy 7, 15 WAGES: weekly payment of 29 effect of failure 29 to ba paid in money 30 WEEKLY PAYMENT: of wages 29 penalties, how recovered 29 KENTUCKY. TABLE OF CONTENTS. CONSTITUTIONAIi PROVISIONS. Paga. Bill of rights 5 Suffrage aud elections 5 Revenue and taxation 5 Corporations 5 General provisions 5 STATUTES. Oh. 26. Construction of statutes 9 32. Private corporations 9 Art. 1. General provisions 9 3. Appointment of receiver 22 36. Crimes and punishments 22 Art. 3. Felonies 22 38. Currency 22 59. General assembly 23 101. Pools, trusts and conspiracies 23 106. Revenue and taxation 24 Art. 3. Assessment of corporations 24 9. Tax on organization 27 CIVIL CODE. TITLE IV. COMMENCEMENT OF A CIVIL ACTION. Oh. 2. Service of summons 27 Art. 1. Actual service 27 2. Constructive service 28 TITLE V. VENUE OF CIVIL ACTIONS. TITLE VII. PLEADINGS. Oh. 7. General rules 28 TITLE VIII. PROVISIONAL REMEDIES. Ch. 3. Attachment 28 TITLE X. SPECIAL PROCEEDINGS. Oh. 13. Repealing charters and preventing usurpation of franchises 29 TITLE XIV. MISCELLANEOUS PROCEEDINGS. 29 Ch. 1. Security for costs 09 2. Motions and notices TITLE XVII. RULES OF CONSTRUCTION. SPECIAL ACTS ENACTED SUBSEQUENTLY TO 1894. KENTUCKY. CO^STITUTIOI^ OF IvEll^'TUOKY- 1891. PROVISIONS RELATING TO CORPORATIONS. Bill of Rights. Sec. 3. Grant of exclusive privileges. Amend- ment of charter. 13. Private property not to be taken without compensation. 19. Ex post facto, or law impairing con- tracts, forbidden. Suffrage and Elections. Sec. 150. Penalty upon corporation guilty of bribery. Revenue and Taxation. Sec. 174. Taxation of property of corporations. Corporations. 8ec. 190. Constitution to be accepted by corpora- tion. 191. Charters granted prior to Constitution; forfeiture of. 192. Business unauthorized by charter pro- hibited; real value. 193. Stocks or bonds not to be issued unless for value. 194. Agent upon whom process may be served to be located in State. 195. Right of eminent domain retained by State. 196. Transportation; charge for; common- law liability. 197. Free passes; issual or acceptance for- bidden. 198. Trusts and combinations to be sup- pressed. 199. Telegraph and telephone companies. 200. Domestic corporation does not become foreign by consolidation with. 201. Common carrier not to consolidate with or purchase parallel line; contracts be- tween; when forbidden. 202. Foreign corporations subject to laws re- lating to domestic corporations. 203. Sale or lease of franchise does not af- fect existing liabilities. 204. Bank; penalty for officer of insolvent, receiving deposits. 205. Forfeiture of charters of corporations guilty of abuses of power. 206. Elevators; warehouses; subject to legis- lative control; inspection. 207. Directors; election of; votes that stock- holder may cast. 206. " Corporation; " meaning of word. General Provisions. Sec. 241. Negligent injury resulting in death; ac- tion for. 242. Private property; taking of, for pub- lie purposes; appeal; trial by jury. 244. Wage-earners to be paid in lawful money. § 3. * * * No grant of exclusive, sepa- rate public emoluments or privileges shall be made to anj- man or set of men, except in consideration of public services; but no property shall be exempt from taxation ex- cept as provided in this Constitutiou; and every grant of a franchise, privilege or ex- emption, shall remain subject to revocation, alteration or amendment. See Const., § 19; Statutes, §§ 559, 570, 4077 et seq., and notes. [Grants of franchises are to be strictly con- strued in favor of the public. Maddox v. Graham, 2 Met. 72; R. R. Co. v. Warren Co. Ct., 10 Bush, 724. An act conferring upon a corporation the power to sell land in the foreclosure of mortgages, with- out the intervention of a court, the company hav- ing performed no public service to the State, is unconstitutional and void. Trust Co. v. Lewis, 82 Ky. 579. It is class legislation. Id. Charter immunity from taxation is not a vested right. Bank v. Daviess, 39 S. W. Rep. 1030.] § 13. * * * Nor shall any man's prop- erty be taken or applied to public use with- out the consent of his representatives, and without just compensation being previously made to him. See Const., §§ 242, 195. § 19. No ex post facto law, nor any law Impairing the obligation of contracts," shall be enacted. See Const., § 3. Amendment of articles of in- corporation. Statutes, § 559, and note; § 1987. [Act of Incorporation a contract within mean- ing of Constitution, and laws Impairing the obli- gation of such contract are unconstitutional, when right to amend is not reserved. Hamilton v. Keith, 5 Bush, 461; Slack, v. R. R. Co., 13 B. M. 25. Right conferred by charter cannot be divested by subsequent legislation; but when such right is claimed by construction merely, and legislature has passed an act inconsistent with the right so claimed, a construction should not be given which would produce a conflict unless imperatively de- manded by the scope and design of the charter. M. T. Co. v. How, 14 B. M. 432. Legislature may control and modify remedies given to corpora- tions to same extent it has in other cases, if no vested right be encroached upon nor obligation of contract be impaired. Howard v. Ins. Co., 13 B. M. 285. Legislature may create corporations, and, in consideration of their assuming liabilities and du- ties, grant them rights and privileges that can- KEIsTTUCKY. Corporations — Const., §§ 150,174, lltO-lOS. not afterward, without consent, be impaired or diminislied. R. R. Co. v. Comm., 10 Bush, 47; CovinfTton v. Bridge Co., id. 7G. A contract arising out of the passage and ac- ceptance of a charter invests the corporation with an absolute right of property and con- fers such authority as vests the corporation with such interests as are of appreciable value. R. R. Co. V. Kinner, 81 Ky. 221. But a special reniedv given to a railway company for the con- demnation of real estate contains no element of a contract and may bo repealed. Id. A right to amend charter of a private corpora- tion does not reserve to the general assembly the power to talie away from corporators the control of the corporate property. Orr v. Bracken Co. Ct., 81 Ky. 593. Nor alter the right to select officers under the charter. Id. Provision of charter releasing a corporation from pavmeut of taxes constitutes a binding con- tract, from which State cannot recede without consent of the corporation, unless power to alter or amend is expressly reserved in the charter or in a general law in force at the time. Franklin Co. Ct. v. Bank, 87 Ky. 370; s. c, 9 S. W. Rep. 212. § 1.50. * * * If a,ny corporation shall, directly or indirectly, offer, promise or give, or shall authorize, directly or indirectly, any person to offer, promise or give any money or anything of value to influence the result of any election in this State, or the vote of any A-'oter authorized to vote therein, or who shall afterward reimburse or compensate, in any manner whatever, any person who shall have offered, proniised or given any money or other thing of value to influence the re- sult of any election or the vote of any such voter, such coriioration, if organized under the laws of this commonwealth, shall, on conviction tliereof, forfeit its charter and all rights, privileges and immunities there- under; and if chartered by another State and doing business in this State, whether by license, or upon mere sufferance, such corpo- ration upon conviction of either of the of- fenses aforesaid, shall forfeit all right to carry on auj^ business in this State; and it shall bo the duty of the general assembly to provide for the enforcement of the pro- visions of this section. * * * § 174. All property, whether owned by natural persons or corporations, shall be taxed in proportion to its value, unless ex- empted by the Constitution; and all cor- porate property shall pay the same rate of taxation paid by individual property. Noth- ing in this Constitution shall be construed to prevent the general assembly from pro- viding for taxation based on income, licenses or franchises. See 4077-4091, and notes; § 4226. [Constitutionality of acts of legislature author- izing taxation in aid of corporations. Draining Co. v. Hooper, 2 Met. 354; Fence Co. v. McAllis- ter, 12 Bush. 314. Mere imposition of taxes when charter is granted or afterward will not authorize assumn- tion that legislature has contracted that no addi- tional taxation shall be imposed. R. R. Co. v. Comm., 10 Bush, 48. The imposition of a State tax upon property of a corporation is no violation of the contract or privilege given by the charter, unless by such charter the right to levy the tax be expressly sur- rendered. Canal Co. v. Comm., 7 B. M. 161. Neither national nor State governments can tax a corporation legally established bv either though they may tax its funds within their Iwundaries. Comm. v. Morrison, 2 Mar. 96; see Comm. T. Milton, 12 B. M. 228. An intention to surrender the power of taxa- tion will not be imputed to the State unless the language leaves no other alternative. R. R. Co. V. Bourbon Co., 82 Ky. 497. An act imposing additional taxation for county purposes is con- stitutional. Id. The property of a corporation Is taxable under a statute authorizing the taxation of the property of " white persons " for graded school purposes, unless the corporation claiming that it is exempt sliows that its corporators and stockholders are black persons. Board v. Bell Co., 96 Ky. 68.] § 190. No corporation in existence at the time of the adoption of this Constitution shall have the benefit of future legislation without first filing in the office of tlie sec- retary of State an acceptance of the pro- visions of this Constitution. Amendment of charters of old corporations. § 574; see, also, § 570. [The court will not presume a failure to com- pl.T with Constitution, section 190, requiring an existing corporation, in order to get the benefit of future legislation, to file an acceptance of such Constitution. Elliott v. City of Louisville, 40 S. W. Rep. 690.] § 191. All existing charters or grants of special or exclusive privileges, under which a bona fide organization shall not have taken place, and business been commenced in good faith at the time of the adoption of this Constitution shall thereafter be void and of no effect. See §S 559, 570. § 192. No corix)ration shall engage in busi- ness other than that expressly authorized by its charter, or the law under which it may have been or hereafter may be organ- ized, nor shall it hold any real estate, ex- cept such as may be proper and necessary for carrying on its legitimate business, for a longer period tlian five years, under pen- alty of escheat. Forfeiture of charters. Const., § 205. Trusts prohibited. §S 3915-.3921. General powers of a corporation. § 542 (6), and note. § 193. No corporation shall issue stocks or bonds except for an equivalent in money paid or labor done, or property actually re- ceived and applied to the purposes for which such corporation was created, and neither labor nor ])roperty shall be received in pay- ment of stock or bonds at a greater value than the market price at tlie time said labor was done or proi^eri.v delivered, and all fic- titious increase of stock or indebtedness shall be void. See § 544. [Where corporation issued bonds with Interest coupons attached, and after insolvency of cor- KENTUCKY Corporations — Const., §§ 194-201. poratiou some uncanceled coupons were found in possession of president, his claim against corpo- ration for amount of tlioso coupons, upon ground that he had paid them out of his own means, can- not be sustained. Lloyd v. AVagner, 93 Ky. 644- s. c. 21 S. "\V. Rep. 3:34. AVhere a stockholder has paid his subscription in full by a transfer of land which proves to be •if less value than was agreed upon, he cannot be made liable to creditors on his subscription until the land has been exhausted. Land Co. v. Cooke. 44 S. W. Rep. 391.] § 194. All corporatious formed under the laws of this State, or carrying on business in this State, shall, at all times, have one or more known places of business in this State, and an authorized agent or agents there, upon whom process may be executed, and the general a.ssembly shall enact laws to carry into effect the provisions of this section. See Statutes, § 571, and note. Foreign corpo- ration, suljject to laws governing domestic cor- poration. Const., § 202. § 195. The commonwealth, in the exer- cise of the right of eminent domain, shall have and retain the same powers to take the property and franchises of incorporated companies for public use which it has and retains to take the property of individuals, and the exercise of police powers of this commonwealth shall never be abridged, nor so c-onstrued as to permit coiijorations to conduct their business in such manner as to infringe upon the equal rights of indi- viduals. See Const., §| 13, ^2. § 196. Transportation of freight and pas- sengers by railroad, steamboat or other com- mon carrier, shall be so regulated, by gen- eral law, as to prevent unjust discrimina- tion. No common carrier shall be permitted to contract for relief from its common-law liability. Consolidation with competitors prohibited. Const., § 201. Trusts and combinations pro- hiuited. Const., § 198; Statutes, §§ 3915-3921. § 197. No railroad, steamboat or other common carrier, under heavy penalty to be fixed by the general assembly, shall give a free pass or passes, or shall, at reduced rates not common to the public, sell tickets for transportation to any State, district, city, town or county officer, or member of the general assembly, or judge: and any State, district, city, town or county officer, or member of the general assembly, or judge, who shall accept or use a free pass or pas.ses, or shall receive or use tickets or transporta- i tion at reduced rates not common to the ^ public, shall forfeit his office. It shall be the duty of the general assembly to enact laws to enforce the provisions of this sec- tion. § 198. It shall be the duty of the general assemply from time to time, as necessity may require, to enact such laws as may be necessary to prevent all trusts, pools. com1)inations or other organizations, from combining to depreciate below its real value any article, or to enhance the cost of any article above its rftil value. See Statutes, §§ 3915-3921; Const, §§ 196 201 206. § 199. Any association or corporation, or the lessees or managers thereof, organized for the purpose, or any individual, shall have the right to construct and maint^tiu lines of telegraph within this State, and to connect the same with other lines, and said companies shall receive and transmit each other's messages without unreasonable de- lay or discrimination, and all such companies are hereby declared to be common carriers and subject to legislative control. Tele- phone companies operating exchanges in dif- ferent towns or cities, or other public sta- tions, shall receive and transmit each other's messages without unreasonable delav or dis- crimination. The general assembly .shall, by general laws of uniform operation, provide reasonable regulations to give full effect to this section. Nothing herein shall be con- strued to interfere with the rights of cities or towns to arrange and control their streets and alleys, and to designate the places at which, and the manner in which, the wires of such companies shall be erected or laid within the limits of such city or town. § 200. If any railroad, telegraph, express, or other corporation, organized under the laws of this commonwealth, shall consoli- date by sale or otherwise, with anv rail- road, telegraph, express or other con:)ora- tion organized under the laws of any other State, the same shall not thereby become I a foreign coiiwration, but the courts of this I commonwealth shall retain jurisdiction over j that part of the coriwrate propertv -nithin the limits of this State in all matters which may arise, as if said consolidation bad not taken place. § 201. No railroad, telegraph, telephone, bridge or common carrier company shall consolidate its capital stock, franchises or property, or pool its earnings, in whole or in l>art, with any other railroad, telegraph, telephone, bridge or common carrier com- pany, owning a parallel or competing line or structure, or acquire by purchase, lease or otherwise, any parallel or competing line or structure, or operate the same; nor shall any railroad company, or other common car- rier combine or make any contract with the owners of any vessel that leaves or makes port in this State, or with any common car- rier, by which combination or contract the earnings of one doing the carrying are to be shared by the other not doing the carrv- ing. See Const., §§ 196, 198; Statutes, |§ 3915-3921. Service of summons on common carrier. Civ. Code, § 51. 8 k:entucky. Corporations — Const., §§ 202-208, 241, 242, 244. § 202. No corporatiou orsanized outside the'limit.s of this State shall be allowed to transact business within the State on more favorable conditions than are prescribed by law to similar con)orations organized under the laws of this commonwealth. See Const., §§ 194, 200; Statutes, § 571, and note. [Corporation established by laws of Ohio, and same corporation established by statute of Ken- tucky are agents for each other and bound by each other's transactions of their common busi- ness. Bridge Co. v. Woolley, 78 Ky. 525. Em- ployment by the Kentucky corporation of an at- torney binds the Ohio corporation for the pay- ment of a reasonable fee. Id.] § 203. No corporation shall lease or alien- ate any franchise so as to relieve the fran- chise or property held thereunder from the liabilities of the lessor or grantor, lessee or grantee, contracted or incurred in the operation, use or enjoyment of such fr-an- chise, or any of its privileges. See Statutes, § 562. § 204. Any president, director, manager, cashier or other officer of any banking insti- tution or association for the deposit or loan of money, or any individual banker, who shall receive or assent to the receiving of deposits after he shall have knowledge of the fact that such banking institution or association or individual banker is insol- vent, shall be individually responsible for such deposits so received, and shall be guilty of felony and subject to such punish- ment as shall be prescribed by law. See Statutes, §§ 548-550. § 205. The general assembly shall, by gen- eral laws, provide for the revocation or for- feiture of the charters of all corporations guilty of abuse or misuse of their corporate powers, privileges or franchise, or when- ever said corporations become detrimental to the interest and welfare of the common- Avealth or its citizens. Causes of forfeiture. Statutes, § 569. § 200. All elevators or storehouses, where grain or other property is stored for a com- pensation, whether the property stored be kept separate or not, are declared to be public warehouses, subject to legislative con- trol, and the general assembly shall enact laws for the inspection of grain, tobacco and other produce, and for the protection of producers, shippers and receivers of grain, tobacco and other produce. See Const.. S 198. § 207. In all elections for directors or man- agers of any corporation, each shareholder shall have the right to cast as many voles in the aggregate as he shall be entitled to vote in said company under its charter, multiplied by the number of directors or managers to be elected at such election; and each shareholder may cast the whole num- ber of votes, either in person or by proxy, for one candidate, or distribute such votes among two or more candidates, and such directors or managers shall not be elected in any other manner. Election of directors. Statutes, § 551. § 208. The word corporation as used in this Constitution shall embrace joint-stock companies and associations. See Statutes, § 457. § 241. Whenever the death of any person shall result from an injury inflicted by neg- ligence or wrongful act, then, in every such case, damages may be recovered for such death, from the corporations and persons so causing the same. Until otherwise pro- vided by law, the action to recover such damages shall in all cases be prosecuted by the personal representative of the deceased person. Tlie general assembly may provide how the recovery shall go and to whom be- long; and until such provision is made the same shall form part of the personal estate of the deceased person. [Contributory negligence not a defense for in- juries caused by wilful neglect of defendant, unless injury received was caused wholly by plaintiff's negligence. Admr. v. R. R. Co., 82 Ky. 610.] § 242. Municipal and other corporations, and individuals invested with the privilege of taking private property for public use, shall make just compensation for property taken, injured or destroyed by them; which compensation siiall be paid before such tak- ing, or paid or secured, at the election of such corporation or individual, before sucli injury or destruction. The genei'al assemljly shall not deprive any person of an appeal from any preliminary assessment of dam- ages against any such corporation or indi- vidual made by commissioners or otherwise; and upon appeal from such preliminary as- sessment, the amount of such damages shall, in all cases, be determined by a jury, ac- cording to the course of the comonon law. See Const., §§ 13, 195. [Power of private corporation to take private property for its use, being a delegation of sover- eign power, must be construed as it would be if delegated to a nuinicipal corporation. R. R. Co. v. Metcalfe, 4 Met. 205.] § 244. All Avage-earners in this State em- l)loyed in factories, mines, workshops, or by corporations sliall be paid for their lal-or in lawful money. The general asseml)ly sliall prescrilte adequate penalties for vio- lations of this section. KENTUCKY. Private corporations — Stat, §§ 457, 538. THE KEJ^TUCKY STATUTES -1 894. CHAPTER XXVI. Construction of Statutes. Sec. 457. Construction of words. § 457. * * * The word "person" may extend and be applied to bodies politic and corporate, * * * as well as individuals, partnerships, persons and joint-stock com- panies. The words '" corporation," " com- pany," may be construed as including any corporation, company, person, persons, part- nership, joint-stock company or association. See Const., § 208; Civ. Code, § 732. [A corporation is " a person " within meaning of fourteenth amendment to Constitution of United States, and no State can deny to any corporation the equal protection of the law. And corporations are also embraced by Kentucliy Bill of Rights. But these do not effect police power of the State. Schoolcraft v. R. R. Co., 92 Ky. 233; s. c, 17 S. W. Rep. 5G7.] CHAPTER XXXII. Private Corporations. ARTICLE I. GENERAL PROVISIONS CON- CERNING CORPORATIONS. Sec. 538. Corporators; number necessary; laws ap- plicable. 539. Articles of incorporation; what they shall specify. 540. Articles; how executed and recorded. 541. Direction of affairs until directors elected. 542. Business; when may begin; powers of corporations. 543. Capital stocl<; amount to be subscribed; how collected. 544. Capital stock; when corporation may purchase its stocli. 545. Shares, how transferred; liability of purchaser. 546. Book of names, addresses and shares of stocljholders and transfers. 547. Stockholders; liability of; action to en- force; limitation. 548. Directors; when liable for debts of cor- poration. 549. Otficers and directors; liability for false report. 5.50. Directors and officers; penalty for viola- tion of law. 551. Directors; number of; manner of elect- ing; stock to be owned by. 552. Stock; who may vote; number of votes that may be cast. 553. Capital stock; manner of increasing or reducing. 554. Organization of old corporations under this ciiapter; effect of. 555. Consolidation of corporations; how ef- fected. 556. Rights and liabilities of consolidated corporation. 557. Actions pending, not affected by a con- solidation. 558. Stockholders in corporations that con- solidate; when to be paid. 559. Amendment of articles of incorporation. 560. Liability not affected by sale, consolida- tion or amendment. 561. Termination of existence of corporation; how effected. Sec. 562. Sale of corporation; purchasers may or- ganize new corporation; rights * and liabilities. 563. Sale of, under decree: requisites of. 504. Shares may be divided into classes; rights of each class. 565. Time in which corporation must com- mence business. 566. Organization; want of legal not a de- fense. 567. Business corporation may engage in; what land may be held. 568. Stock or bonds not to be issued except for value. 569. Forfeiture of charter; causes for. 570. Constitution, provisions of, to be ac- cepted. 571. Agent upon whom process may be exe- cuted to be located in State'; penalty. 572. Action; removal to, or institution in Federal court forbidden; penalty. 573. Charters in conflict with this chapter; provisions relating to; penalty. 574. Amendment of charters of old corpora- tions.' 575. Directors; meaning of word. 576. Word " incorporated " to be used by certain corporations; penalty. § 538. Any number of pereons, not less than three, may associate to establish a cor- poration for the transaction of any lawful business, or to promote or conduct any legiti- mate object or purpose under the provisions of, and subject to the requirements of, this article; but bajiking, building and loaii, trust, insurance and railroad corporations shall, in addition to the provisions of this article, which are not inconsistent with the laws re- lating especially to them, be organized in the manner and subject to the provisions of such laAvs. Grant of exclusive or unalterable privileges pro- hibited. Const., § 3. [Whether corporation is public or private, how determined. R. R. Co. v. Metcalfe, 4 Met. 205; Louisville v. Comm., Duv. 297. It does" not alter its character that another corporation, the State, or the United States, owns a portion of its stock. Id. Lottery privileges granted by legislature is not an act of incorporation, nor does it amount to a contract Gregory v. Trustees, 2 Met. 597. Private corporations are created for the in- terest of individuals, and they may make by-laws, the existence of which the public are not re- quired to take notice. Murphy v. Louisville, 9 Bush. 196. Corporations granted entirely by the crown of England before the Revolution may still exist in Kentucky. Pendleton v. Bank, 1 Mon. 175. Courts take judicial notice of an act of the legislature creating a corporation. Lackey v. R., etc., Co., 17 B. M. 47; Bank v. Newport M. Co., 1 id. 14. And of the names of corporations. Pen- dleton V. Bank, 1 Mon. 175; Bank v. N. M. Co., supra. But cannot know judicially that members of a corporation are citizens. Lex. M. Co. v. Dorr, 2 Litt. 257. Legislature has power to incorporate a company for tlie purpose of building a bridge across the Ohio river, withholding the power of organization until the Ohio legislature confirmed the act of incorporation. Covington v. Bridge Co., 10 Bush, 73. 10 KEXTL'CKY, Articles of incorporation — Stat., §§ 539-542. Lefrislatuic lias power to pass all acts of incor- poration or delog.ito the power to others to do so. Clieauey v. Ilooser, 9 B. M. 334. Charter enafted subject to confirmation in an- other State allowable. Covington v. Bridge Co., 10 Bush. 73. Act of legislature continuing charter privileges and rights bevond the time fixed by the original act. does not have the elTect of creating a new charter, but merely extends the life of the one alreadv in existence. Franklin Co. Ct. v. Bank, 87 Kv". 371): s. c. 9 S. W. Rep. 212. Not unconstitutional for legislature to empower a corporation to act as the statutory guardian of infants. Johnson v. Johnson, 88 Ky. 27(5; s. c, 11 S. A\'. Kep. 5. One iHMSon cannot organize a corporation under the ceneral law, but when a corporation has been created, the purchase, in good faith, by one stock- holder of all the stock does not destroy existence of corporation, but merely suspends its franchise until the stock mav be transferred to others. Banking Co. v. Eisenmau, 94 Ky. 83; s. c, 21 S. W. Rep. .")31. 1(149. The purchase of all the stock of a corporation bv a single stockholder suspends existence of the corporation so far as the public is concerned. G. T. S. Co. V. Taylor, 95 Ky. 651; s. c, 27 S. W. Rep. 247.] § 539. Such pei-sous shall execute articleg of iucoiiioration, which shall specify: First. The name of the corpbratiou, which shall be such as to distinguish it from any other coiiioratiou engaged in tlie same busi- ness, or promoting or carrying on the same objects or puiijoses in this State. Second. The name of the city or town and county in Avhich its principal office or place of business is to be located. Third. The nature of the business, or ob- jects or puii^oses proposed to be transacted, promoted or carried on. Fourth. The amount of its capital stock, if any. and the number of shares into which the same shall be divided. Fifth. The names and places of residence of each of its stoclcholders, and the number of shares of stock subscribed by each. Sixth. The time when it is to commence, and the period it is to continue. Seventh. By what officers or persons the affairs of the corporation are to be conducted, and the time and place at which they are to be elected. Eighth. The liighest amount of indebted- ness or liability which the corporation may at any time incur. Niutli. Whether the private property of the stockholders not subject by tlie provisions of the law under wliich it is organized shall be subject to the payment of coiijorate debts, and if so, to Avhat extent. § 540. 1'he aiticles shall be signed and acknowledged by tlie parties thereto, before any officer authorized to take acknowledg- ments to deeds, and recorded in tlie county clerk's office of the county in which its prin- cipal office or place of business is to be lo- cated, and a copy thereof shall be filed and recorded in tlie office of the secretary of State; and said articles, or a certified copy thereof, may be used a.s evidence in any ac- tion for or against such corporation; and all amendments thereto shall become a part of the original articles. "Want of legal organization not a defense. § 56G. [Whether or not a cori)oration was properlj- or- ganized according to its charter is a question that cannot be made collaterally, but must be by di- rect proceeding against the corporation. Hughes V. Bank, 5 Litt. 4G; Wight v. R. R. Co., 16 B. M. 7; Gill v. Mining Co., 7 Bush, (J39. One may put in issue the organization of a na- tional bank, when. Huffaker v. Bank, 12 Bush. 292. The fact that a bank commenced operations contrary to its charter will not absolve a debtor to the institution from the payment of his debt. Hughes v. Bank, supra. Generally one dealing with a corporation Is not permitted to deny its existence. R. R. Co. v. Leavell, 16 B. M. 363. And it is very questionable whether one who participated as a stockholder in election of directors may. Id. Act to establish private corporation must be construed strictly as against the corporation, but liberally in favor of the public. Maddox v. Graham, 2 Met. 72; R. R. Co. v. Warren Co. Ct., 10 Bush. 724. Corporation created under the general law may commence business as soon as articles are tiled for record in office of county court clerk, and franchises cannot thereafter be declared null and forfeited except in regular proceeding instituted for that purpose. Defects can only be taken ad- vantage of in a direct proceeding to annul the franchise. Walton v. Riley, 85 Ky. 413; s. c, 3 S. W. Rep. 605; T. P. Co. v. Bobb, 88 Kv. 226; s. c. 10 S. W. Rep. 794; Heinig v. Mfg. Co., 81 id. 300, is overruled; Walton v. Riley, supra. It is not essential to validity of acts of a corporation that the newspaper publication required by the statute should have been made, or that the arti- cles of incorporation should have been filed with the secretary of State. Id. Where clerk certi- fied that articles were lodged for record and duly recorded, it is to be presumed that they were recorded in the proper book. But even if they were recorded in a deed book, the acts of the corporation were thereby rendered invalid. Id. A corporation doing business after April 5, 1S93, without complying with the provision of the law requiring filing of statement in office of the secretary of State, giving the location of its prin- cipal office, etc., cannot escape penalty for a violation of the statute upon the ground of ig- norance of its existence. Coal Co. v. Common- wealth, 96 Ky. 373.] § 541. Until the directors are elected, the signers of the articles of incorporation shall have the direction of the affairs of the cor- ganization of the corporation, and may take sucli steps as are proper to obtain the neces- sary suliscriptions to stock, and to perfect the organization of the corporation. Election of directors. § 551. [Presumption in favor of regularity of proceed- ings, nothing to the contrary appearing on the records. Lexington v. Headley, 5 Bush, 511. X corporation hold liable for contracts entered into bv its promoters. Morton v. Hamilton Col- lege, ;« S. W. Rep. 1. Where land was purchased by promoter for the corporation which issued stock, to the promoter who distributed it among all the promoters, held, that there was a full payment for the stock. Mercer v. Water Co., 38 S. W. Rep. 841.] § 542. AVhen the articles are filed and re- corded as provided, and the license tax im- posed is paid to the State, the corporation KENTUCKY 11 Corporate powers — Stat., § 542. shall be deemed to be oi-franized for the pur- pose of transacting, promoting or carrying on the business or purpose for which it was created: and ."^hall thereupon become a body- corporate, and be known by its corporate name, and as such may adopt and use a corporate seal; Actions in corporate name. See § 542 (1). Gen- eral assembly may revoke or alter charters. Const., § 205. Want of organization not a de- fense. § 566. Termination of corporation. §S 561, 569. Corporate name to be conspicuously posted. § 576. [Defendant having executed a note to a cor- poration by Its name, is sufficient evidence of its existence by that name. Woodson v. Bank, 4 B. M. 203. In this State, as corporations can be created only by legislative act, all of which the courts must know, they may be bound to know the names of all so created. Pendleton v. Bank, 1 Mon. 174. Existence and organization admitted by sub- scription to stock. Lail v. Road Co.. 13 Bush, 34. Existence of corporation not put in issue by plea of non-assumpsit to suit it. Taylor v. Bank, 7 :\ron. 584. Plea to action upon a note given to a corpora- tion averring the non-existence of the corporation at the commencement of the suit should show the fact by which it ceased to exist. Jones v. Bank. 8 B. M. 123. Grant by or to a corporation will not be vitiated by variation from precise name of corporation when true name can be collected from instrument or is shown by proper averments. Sem. v. Wal- lace, 15 B. M. 44. In actions by corporations court may take Judicial notice of their name. Pendleton v. Bank, 1 Mon. 174. A mere change of a corporate name does not divest title. McCloskey v. Doherty, 30 S. W. Rep. 649. A corporation has no power of itself to change or alter the name originally selected by it with- out recourse to such form of proceedings as are prescribed by law; and where such change has been made without authority of law, the persons assuming to act in a corporate capacity under the new name, are liable as partners. Cincinnati Co. v. Bate, 96 Ky. 356. Generally, contracts of a corporation must be authenticated by its seal: but to this rule there are many exceptions. Garrison v. Combs, 7 J. J. M. 85. For corporation to pass its interest in a promissory note it is not necessary to affix cor- porate seal to the assignment. Id. 89. In regulat- ing itself and its police it may act without seal. It may elect its officers and agents and keep rec- ords of its proceedings without affixing a seal. Waller v. Bank, 3 J. J. M. 203. Before corporation can have an existence under the general statute, it must be shown that its provisions have been complied with. Heinig v. Mfg. Co., 81 Ky. 300.] And shall have power to CI) to sue and be sued; Agent upon whom process may be served to be located in the State. Const., § 194; Statutes. § 571. Action for negligent injury. Const., § 241. Ac- tions against stockholders. § 547. Actions pend- ing not affected by consolidation. § .557. Certi- fied copy of articles is evidence. § 540. Want of organization not a defense. § 566. Removal of action to, or institution in. Federal court pro- hibited. § 572. Appointment of receiver. § 616. Service of summons. Civ. Code, §§ 51, 57, 58. Of notices. Id., § 628. Venue. Id., § 72. Verifi- cation of pleadings. Id., § 117. Attachment. Id., § 194. Security for costs. Id., § 616. Actions to vacate charters, etc. Id., |§ 480-488. [Corporation liable to individuals for injuries caused by negligence of its agents or employes while engaged in their service. D., etc., R. Co. V. Stewart, 2 Met. 122. Corporation responsible for work and labor done at request of its officers. Underwood v. Lyceum, 5 B. M. 130. And may be responsible " for a trespass. If by its officers it commands it or sanctions It after done. Id. Liability of turn- pike company for iniiiry caused bv its "negligence. T. P. Co. V. Stewart. 2 Met. 122. Inhabitant of a city who has suffered loss by fire b.v reason of a breach of contract with the city, niay sue the water company without joining the citv. Lumber Co. v. Water Supply Co., 89 Kv. 340; s. c, 12 S. W. Rep. 5.54; 13 S. W. Rep. 249. Corporation may be compelled by court of chancery to the performance of trusts confided to it. Chambers v. Baptist Soc, 1 B. M. 220. In action by corporation against shareholders for amount of stock subscribed, no other con- sideration need be averred than the subscription. Instone v. Bridge Co., 2 Bibb. 576. Where given amount of stock is required to be subscribed before a corporation is authorized to go into operation, it is necessary to allege that req.uisite amount has been subscribed. Fry v. B. R. Co., 2 Met. 324. But upon an unconditional promise to pay a corporation a sum certain, either as a debt or as a subscription, unnecessary to aver that requisite amount of stock has been sub- scribed. Lail V. Road Co., 13 Bush, 34. In action by railroad company, against sub- sci'iber, defendant ma.v plead as" a ' counterclaim that it was agreed that any damage done his land should go as a credit on his subscription. R. R. Co. V. Thompson. 18 B. M. 742. Action lies in corporate name, after company is organized, to recover stock subscribed to cor- poration, payable to president and directors, be- fore company was organized. Lackey v. R., etc., Co., 17 B. M. 48. Corporations suing must execute bonds for costs. P., etc.. Works v. I., etc., Co., 11 Bush, 48. But now reasonable time is allowed plain- tiff to give the bond. Code, § 617. Chancellor has jurisdiction to enjoin a corpora- tion from an abuse of its powers. Dudle.v v. Trustees. 12 B. M. 61.5. In actions by corporations, court may take judicial notice of their name. Pendleton v. Bank. 1 Mon. 175. Courts may know by the name of plaintiffs that they are extra-territorial, and are incorporations, and will thereon sustain their ac- tions. Bank v. X. M. Co., 1 B. M. 15. Judgments against turnpike road company, how enforced. T. P. R. Co. v. Vimont, 5 B. M. 1. Mandamus will not lie against a private cor- poration or its officers. Cook v. College, 9 Bush, 544. ^ ^ Misnomer of corporation by omittmg and com- pany," not fatal; but the bond recoverable upon by averring it was executed to the corporation. Pendleton v. Bank, 1 Mon. 175. To authorize a corporation created by statute to sue. not necessarv to aver its regular organiza- tion. R. R. Co. V. Leavell. 16 B. M. 358. Corporation may maintain action in its own name on official bonds of its officers, though exe- cuted to president and directors, if it was exe- cuted for protection of the corporation. Graves V. liank. 10 Bush, 26. Action against officers for misconduct as such should be brought by cor- poration itself, but if it be still in hands of such officers, stockholders may sue instead. Such suit hv stockholders must be in equity, even though it be founded on a tort, as they have no right to sue at law. Jones v. Johnson, 10 Bush, 660. In bill against stockholders of a defunct cor- poration, ail stockholders should be made parties, if living; if dead, then their personal representa- tives, if any; if none, then their heirs. A decree 12 IvEXTUCKY. Corporate powers — Stat., § 542. in such case may be against one stockliolder, if his liability as a corporator exceed tlae amount decreed. De Wolf v. Mallett, 2 J. J. M. 402. Upon rotnrn of nulla bona against a corpora- tion, creditor may maintain bill against any mem- ber or director who holds funds of the corporation, without making all members of corporation parties. Gratz v. Redd, 4 B. M. 197. .Joinder of president with other directors of a bank to recover for loss of deposit occasioned by their negligence is not objectionable. Shakers v. Underwood, Bush. 621. Oflicers of bank not necessary parties to a bill against it. Wood v. Bank, 5 Mon. 197. In action to subject to sale a turnpike road, with its franchises, etc., if the stockholders be necessarv parties, where they are numerous and it is impracticable to bring them all before the court, one or more may be allowed to defend for all. T. P. E. Co. V. Ballard. 2 Met. 171. In suit by bondholders to foreclose mortgage upon railroad and its franchises, to compel pay- ment of interest due and arrears, if the property is divisible, a sale should be ordered of so much as might satisfy the amount due; if not divisible, it should be sold or leased as entirety; in the latter case, if no one will take it for a term of years, then to be sold absolutely, the company to elect whether the property should be first offered for a term of years. R. R. Co. v. Met- calfe. 4 Met. 211. If leased, lessee should be required to give bond to keep property in good repair, and court should cause an inventory to be made by a commissioner. Id. Action mav be maintained against a corporation upon a liability Imposed by the statute creating it; or which results, by implication of law, from its acts; or upon a judgment. Blanchard v. T. P. Co., 1 Dana, 87. An action against a common carrier, whether a corporation or not, upon a contract to carry propertv, must be brought in county in which defend.ant, or either of several defendants re- sides, or in which the contract is made, or in which carrier agrees to deliver the property. Ex- press Co. V. Crenshaw, 78 Ky. 130. And the summons may be served where the action is brought upon the defendant's chief officer or agent who resides therein. Id. President and directors having power to Insti- tute action have power to dismiss it. Shawhan V. Zlnn. 79 Ky. 300. To enable stockholder to sue for the corporation, or his associate stock- holders, where the rights of the corporation are involved, he must allege that directors decline to sue, or refuse to permit him to sue in the name of the corporation, and the corporation must be a partv, plaintiff or defendant. Id. Failure to make the corporation a party is not a mere defect, but leaves the stockholder without a cause of action, and his action should be dismissed absolutely. Id. To maintain an action against a corporation upon a note signed by officers without special designation attached, it would be necessary to aver a mistake in its execution, and ask a re- formation of the obligation. McKensey v. Ed- wards, 88 Ky. 272; s. c, 18 S. W. Rep. 815. The defendant being indicted as a corporation, failure to show that it was such was fatal to the prosecution. Coal Co. v. Commonwealth, 96 Ky. 218. A corporation may recover from Its stockholders assets divided among them under a belief that the corporation was solvent. Grant v. Ross, 37 S. W. Rep. 263. The fact that stockholders authorized directors to distribute the corporate assets among them under the belief that the corporation was solvent does not prevent the corporation recovering such assets. Id. A cause of action to recover dividends on cor- porate stock accrues when the dividend is de- clared. Turnpike Co. v. "Wickllffe's Admr., 38 S. W. Rep. 866. A declaration of a dividend by a corporation Is an obligation in writing for payment of money within the Statute of Limitations. Id.] 2. To contract aucl be contracted with; Contracts in restraint of competition prohibited. Const., S§ 196, 198, 201; Statutes, §§ 3915-3921. Corporate seal not essential to contract. § 542, note. [A contract of a corporation which is neither prohibited by law or its charter, and not foreign to the purposes for which it was created, is valid. Bridge Co. v. Frankfort, 18 B. M. 46. A corporation may, by its agents, make contracts beyond limits of State in which it is established, if contracts are authorized by its charter and not inconsistent with local law. Lathrop v. Bank, 8 Dana, 115. And may collect and secure by contract a debt due to it by virtue of a con- tract made in the State under whose laws it is established. Id. 118. Corporation may bind itself bv unsealed instruments executed bv its agents. Bank v. U. M. Co., 1 B. M. 14. Parol agreement made by directors not binding on cor- po»ation. Hughes v. Bank, 5 Litt. 46. I^ialiility of corporation on contracts, same as that of natural person. Muir v. Canal Co., 8 Dana, 161. Though corporation may not have privilege of issuing notes or checks, and it be a penal offense to do so, yet it is bound to pay for plates or checks procured by their officers for that purpose. Underwood v. Lyceum, 5 B. M. 130. Where corporation violates contract made through its agent, the right of the injured party to recover damages is unquestioned. Murphy v. Louisville, 9 Bush, 197. To bind corporation by implied promise, acts of corpora*^ion or of authorized agent within scope of his authority, from which promise may be implied, must be shown. T. P. Co. v. Looney, 1 Met. .552. There is an implied undertaking by every cor- poration to render to the public, as far as it reasoual)ly can, that service for which it was created, and not voluntarilv render itself unable to perform it. Kenton Co. Ct. v. T. P. Co., 10 Bush, 532.] 3. To pledge or mortgage its property, real or personal, to secure the fulfillment of its contracts; Corporation may hold what real estate. § 567. [At common law corporations may contract for land as well as for anything else. They have the right to acquire land by contract, except so far as restricted by the objects of their crea- tion or bv limitations in their charter. Lathrop v. Bank, 8 Dana, 119. Railroad company authorized to borrow money has implied power to make a mortgage, though it cannot mortgage its corporate existence or any prerogative franchise conferred upon it. R. R. Co. V. Metcalfe, 4 Met. 206. Corporation may have the common-law right, without the intervention of a court, to sell mort- gaged property in execution of a power given in the mortgage. Hahn v. Pindell, 3 Bush. 189. Power to pledge franchises and rights of a cor- poration implies power to pledge everything neces- sarv to the enjovment of the franchise. Phillips V. Winslow, 18 B. M. 445. liCgislature may authorize corporation created by it to borrow money by mortgaging its prop- erty and franchises or by issuing preferred stock and pledging its revenue for payment of dividend thereon when such course is necessary to carry into effect the object for which the corporation was created. Covington v. Bridge Co., 10 Bush, 74. " We, the directors of B. B. & H. T. P. Co., promise to pay to AV. $1,500," etc.— held to be the individual obligation of the signers. Pack v. White, 78 Ky. 243.] KENTUCKY 13 Corporate powers; subscriptions — Stat., §§ 542, 543. 4. Appoint, remove and elect officers, de- fine tlieir duties, and require from any of tliem a bond for tlie faitliful discbarge of tlieir duties; See §§ 548-551. [The law implies a contract on part of ofHcers that they will use ordinary care and act honestly; and a suit by stockholders to settle a trust in the hands of assignee of corporation may be joined with an action against the officers for negligence and fraudulent management. Jones v. Johnson, 10 Bush, 658. Vote or resolution appointing agent need not be entered on minutes of corporation unless required by charter. Covington v. Bridge Co., 10 Bush, 81. Those who deal with officers of a corporation are hound to take notice of the powers conferred by the act of incorporation; therefore such officers are not personally liable to those with whom they deal in matters bevond their authority. Sand- ford V. McArthur, 18 B. M. 421. Officer of corporation acting within scope of his authority is not individually bound. Taylor v. Williams, 17 B. M. 494. To bind corporation by contract made by presi- dent it must be shown that he had power by the act of incorporation, or that corporation au- thorized him or snbsequentlv ratified the contract. T. P. Co. V. Looney, 1 Met. 551. Presumption in favor of officers' acts. Louis- ville V. Hyatt, 2 B. M. ISO. Officers properly elected will hold until succes- sors appointed, notwithstanding time of election shall have elapsed. "Wier v. Bush, 4 Litt. 43:3. Corporation may appoint an agent and be bound by his acts. Garrison v. Combs, 7 J. J. M. 8Cy. An agency for collecting and securing the debts of a corporation may be created without the use of a corporate seal. Lathrop v. Bank, 8 Dana, 115. Parol evidence admissible to show appointment of agent of which no note has been made on the records. Covington v. Bridge Co., 10 Bush. 81. Resistance by corporation to an attempt to re- cover property acquired by its agent is sufficient recognition of the agency. Lathrop v. Bank, 8 Dana, 115. It is the duty of bank directors to use ordinary diligence in acquiring knowledge of business of the bank. Where directors have knowledge of gross negligence or carelessness of an officer, they will be personally liable. Shakers v. Underwood, 9 Bush, 621. Want of diligence of directors of a company constitutes no defense by cashier for his negli- gence, and he and his sureties are liable. Batchelor v. Bank, 78 Ky. 443. Right of bank directory to bind, control, and direct subordinates is necessarily implied. Id. Therefore cashier is not an Insurer of the honesty and fidelity of his subordinates. Id. Duty of cashier defined. Id. Executive officer of the corporation, whose duty it is to transact its general business, binds the company by his acts done within the scope of the general usage, practice and course of busi- ness of the corporation. Ins. Co. v. Bowman, 84 Ky. 430: s. c, 1 S. W. Rep. 717. Treasurer of a corporation hns no authority to issue notes in the name of the corporation in the absence of express authority. Bank v. Wagner, 93 Ky. 525. An agent of a corporation may bind it if he acts under Immediate instruction from some superior agent authorized to thus act, or from board of directors. Bank v. Wagner, 93 Ky. 525; s. c, 20 S. W. Rep. 535.] 5. To prescribe by its board of directors by-laws for the government of the coi'pora- tion not inconsistent with law; See § 545. [Corporation may pass by-laws, elect officers and agents, and keep record of its proceedings; and they are all valid without affixation of seal. Waller v. Bank, 3 J. J. M. »«. The power to make by-laws is limited by the nature of the corporation and the laws of the country. It can make no rule contrary to law, good morals or public policy. Sayre 'v. Assn., 1 Duv. 144. By-laws held to bo in conflict with statutes. Herbert v. B. & S. Assn., 11 Bush, 297.] 6. And to exercise, subject to law, such powers as may be necessary to conduct the business or promote and can-y on the objects and purposes for which it Avas organized. Corporation may engage in what business. § 567. Forbidden to loan money or discount bills. § 1391. Unauthorized business prohibited. Const., § 192. [The act of incorporation gives to the body corporate all the power it possesses. Maddox v. Graham, 2 Met. 72. Corporations have the implied power to deal on credit and borrow money, and bind themselves by the usual evidences of credit, bills and notes. Hank v. N. M. Co., 1 B. M. 14. A corporation may receive the deliverv of a deed and livery of seisin, or what is equivalent. Pendleton v. Bank, 1 Mon. 188. Corporations have such powers as are expressly given them by their charters, or such as, by fair implication, are necessary to the execution of their object. R. R. Co. v. Lit. Soc, 91 Kv. 395; s. c. 15 S. W. Rep. 1065; R. R. Co. v. aiet- cafe, 4 Met. 206. Assignment of note may be made by a corpora- tion by an entry to that effect in its registry. Garrison v. Combs, 7 J. J. M. 88. Corporation must exercise its functions strictly according to the letter of the statute creating it. Bank v. Norvell, 2 Mar. 102. A banking corporation being a creature of stat- ute has only the power conferred by its charter. Thweatt v. Bank, 81 Ky. 1. A stock corporation has no implied power to buy and sell real estate, e-xcept to obtain buildings in which to transact its legitimate business. Id. Purchase of lands by lumber company not ultra vires, when. Lumber Co. v. Green. 87 Kv. 2.57; s. c, 8 S. W. Rep. 439. Or of note by a bank at " lumping discount." Nicholson v. Bank, 92 Kv. 251; s. c, 17 S. W. Rep. 627.] § 543. At least fifty per cent, of the capital stock of each corporation shall be in good faith subscribed before it shall be authorized to transact any business with the persons other than its stoclvholders; and the capital stock shall be paid in such amounts and at such times as the directors may require; and when any corporation is authorized to com- mence business, it may, if its whole capital stock has not been subscribed, open books for additional subscriptions to its capital stock; and when any stockholder fails to pay any installment on the stock when re- quested by the directors, they may sell a suf- ficiency of the stock of such delinquent at public sale to pay the amount due. with costs and interest, having first given him twenty days' notice in writing, if he reside in the county, or, if not, by letter mailed to his last known address, of the time and place when and where the stock will be sold, or they may collect it by action; if no bidder 14 KENTUCKY. Subscriptions; lien on stock — Stat., §§ 544, 545. can be foiuul to pay the amount dne on the stock, and it cannot be collected, the amount previously paid in by the delinquent on the stoc-k shall be forfeited to the cor- poi-atiou, by order of the board of directors, and such stock sold by it within one year from the time of such forfeiture; if the stock is sold, and there remains a suiijlus after the payment of the amount due, with in- terest and costs, such surplus shall be paid to the origiual owner of the stock, his heirs or assigns. Liability of stooliholdcrs. § 547. Transfer of shares. § 545. Shares divided into three classes. § 564. Increase of stock. § 553. Not to be issued except for value. § 568. [Right of company to take a forfeiture of stock does not interfere with the common-law right and remedv of enforcing the payment of the stock subscribed.' Gratz v. Redd, 4 B. M. 193. Remedy against delinquent subscribers is to en- force payment by a judgment for the money, and not bv a forfeiture or sale of the stock. Gill V. Mining Co.. 7 Bush, 640. Taking stock creates a contract, express or implied, to pav for it in mode prescribed by the charter. Gill V. Min. Co., 7 Bush, 638. No defense to action to recover amount of subscription that no certificate of stock has been tendered. Smith v. Gower, 2 Duv. 19. Subscriptions before incorporation not mutually binding upon the subscribers. Goff v. College, 6 Bush. 447. Where charter prescribes form of subscription for stock as to president and directors, subscrip- tion is valid, although company was not organized when it was made; It takes effect so soon as obligees come into existence. Lackey v. R., etc., Co., 17 B. M. 48. Order of county court, by which county was pledged for .$;j,006 to continue a turnpike, there being then no company organized, not valid as a subscription of stock in the company. W., etc., Co. V. Clarke Co. Ct.. 3 Met. 144. In all essential particulars the provisions of an act authorizing a municipal corporation to sub- scribe for stock in a railroad company, and to issue bond in payment thereof, must be com- plied with, and if not followed the bond will be void unless the defect is cured by subsequent legislation. Id.; Shelby Co. Ct. v. R. R. Co., 8 Bush, 216. Company had the right to accept the condi- tional subscription of county court for stock in a turnpike company, the money subscribed to be used in erecting a certain bridge; and the subse- quent destruction of the bridge did not affect this subscription, but was the loss of company. Mercer Co. Ct. v. S., etc., Co., 10 Bush, 2.57. Subscriptions of stock by a county court must be made in substantial conformity to mode pre- scribed in the law. County courts under the law can only act through their orders made of record. W., etc., Co. V. Clark Co. Ct., 3 Met. 143; Mer- cer Co. Ct. V. Nav. Co.. 8 Bush, 307. Such sub- scriptions binding, when. Id. County court has no authority to appoint an agent to make subscription, when. Mercer Co. Ct. V. Nav. Co., 8 Bush, .307. No general power is conferred on county courts to issue bonds or to subscribe stock in Ijehalf of the county in aid of corporations, and when this extraordinary power Is conferred by legislative enactment it will be strictly pursued. Bullock v. Curry, 2 Met. 174. An order of county court directing county judge to suV)Scribe for stock in a corporation upon con- tingencies therein named did not of itself amount to a subscription. R. R. Co. v. Barren Co. Ct., 10 Bush, 614. Want of authority of county court to subscribe stock is no reason for corporation refusing, after receiving the money on the subscription, to com- ply with its agreement to issue to county cotirt certificates for the stock subscribed and paid for. Mercer Co. Ct. v. S., etc., R. Co., 8 Bush, 218. Charter authorizing county court to make sub- scription for stock may be changed or restrained by legislature at any time after the election had been held and before subscription was actuallv made. R. R. Co. v. Barren Co. Ct., 10 Bush, <;u2. The mere vote to subscribe did not form such a contract with corporation as would be protected by article 1, section 10, Federal Constitution; until subscription was actually made, contract was unexecuted. Id. Subscriptions for stock in railroad affording pe- culiar local benefits to subscribers, when made in pursuance of legislative authority, may now be regarded as of unquestionable constitutionalitv. Shelby Co. Ct. v. R. R. Co., 8 Bush, 215. Subscription by county, city, precinct, etc.; submission to vote, when and how made. Al- lison V. L., etc., R. Co., 9 Bush, 248. Money collected by illegal taxation on a void subscription to turnpike is a trust fund for benefit of taxpayers. Blair v. T. P. Co., 4 Bush, 1.".7. Trustees of a town cannot avoid responsibilit.v for stock subscribed on ground that their agent exceeded his authority, unless they show that company had knowledge of those facts. Trustees V. T. P. Co., 1 Met. 57. When charter defines terms of subscription for stock it is only necessary that the writing signed by the subscriber should show an Intention to become stockholders and the number of shares subscribed for. Fry v. R. R. Co., 2 Met. 31G; Gill V. Mining Co., 7 Bush, 638. Subscription by one to capital stock is a good consideration for the subscription of others. T. P. Co. V. Lancaster, 79 Ky. 552. Distinction be- tween agreement to subscribe and a subscription. Id. An issue of stock by a corporation which Is not be.vond the amount authorized by charter, but which is brought about by fraud of the beneficiary, is not ultra vires, and neither the corporation nor the stockholder will be allowed to claim that it is void against a bona fide holder. Nail Co. V. Bayless, 91 Ky. 94; s. c, 15 S. W. Rep. 10. If a stockholder claims that an issue of stock is fraudulent, but there is an unreasonable dela.v in taking steps to annul it, parties cannot be placed in statu quo, and court of equity will not interfere. Id. One who purchases stock from president of corporation on faith of public statement of officers as to condition, which is false, is entitled to rescission of the contract. Prewitt v. Trim- ble, 92 Ky. 176; s. c, 17 S. W. Rep. ;^56. AVhere agreement provides that, unless a certain amount be subscribed, previous subscriptions shall be void, the petition to enforce the subscription must allege a subscription of the sum specified. Mill Co. V. Mattingly, 3.j S. W. Rep. 1114.] § 544. No corporation sliall take, as security for any delit, a lien upon any part of its capital stock, or be the lioldcr or purchaser of any part tliereof, unless such lien or pur- chase shall be necessary to inx'vent loss upon a debt previously contracted; and stock so purchased shall in no case be held by the coiqioration for a longer time than one year. [The charter lien of a corporation on shares to secure the stockholders' indebtedness to It is superior to that of a pledgee of the shares, and is not waived bv taking other security. Bank v. Trust Co., 40 S. W. Rep. 4.58.] § 545. The shares of stock shall be trans- ferred on the books of the corporation in such manner as the by-laws thereof may direct, and every person becomin.g a stock- KENTUCKY. 15 Transfers; liability of stockholders — Stat., §§ 5i6, 547. holder by such transfer shall, in proportion to his shares, sncceod to all the rights and liabilities of prior stockholders. Liability of stockholder. § 547. [Certificate of stock on its face transferable; there is no lien upon it for any debt due the cor- poration. Fitzhugh V. Bank, 3 Mon. 128. Lien provided by charter only exists where stock- holder becomes indebted to the bank; lien can- not be created after notice of transfer of the stock. Bank v. McNeil, 10 Bush, 58. Where stock is assignable by transfer on books, assignment of certificate with written power to assignee to transfer the stock to himself is a symbolical delivery affecting those who have no- tice thereof. Bank v. McNeil, supra. Purchaser of stock may compel corporation to permit a transfer on its books. Fitzhugh v. Bank, 3 Mon. 128. Seal not necessary to the scrip or certificates of stock in a corporation. Fitzhugh v. Bank, supra. Bank has no lien on stock of one indebted to It in preference to other creditors. A lis pendens gives preference to such creditors. Dana v. Brown. 1 J. J. M. 304. Where charter provides that stock may be transferred on the books, but that no transfer shall be made by any stockholder indebted to the company until his debt is paid or secured, com- pany h.TS a lien on the stock, and cannot be de- feated by the transfer except in the manner pointed oiit in the charter. Ins. Co. v. Bowman. 84 Ky. 430; s. c. 1 S. W. Rep. 717. Such lien not waived by taking mortgage on other property to secure the indebtedness^ unless it clearly appears that there was an indebtedness to waive the lien. Id. Transfers of stock in corporation organized un- der general law are valid, not only between the parties, but as against creditors, although not en- tered upon the books of the company. Thurber v. Crump, 86 Ky. 408; s. c, 6 S. W. Kep. 145. Provision requiring transfers to be made upon the books is for the protection of the corpora- tion and purchaserB. and not of creditors of the stockholders. Id.; Nail Co. v. Bayless, 91 Ky. 94; s. c. 15 S. W. Rep. 10. A contract of sale of stock passes the rights of the vendor, and vendee mav compel transfer upon the iH.oks. Nail Co. v. Bayless. 91 Ky. 94; s. c, 15 S. W. Rep. 10.] § .546. A book shall be kept by every cor- poration in its principal ofBce. in which shall be entered the name, post-office address and number of shares of stock held by each stockholder, and the time when each person became a stockholder, also all transfers of stock, stating when, the number of shares transferred, and by and to whom. This book shall, at all times during business hours, be subject to the inspection of all stock- holders and persons doing business with the corporation. See § 545. § 547. The stockholders of each corpora- tion shall be liable to creditoi-s for the full amount of the unpaid part of the stock su-b- scribcd for by theiu, and stockholders of cor- porations not organized for educational, re- ligious, charitable or benevolent purposes, or for the puri^ose of building, constructing or operating turnpikes or bridges, lines of rail- road, telegraph or telephone, or developing or improving lands, mines or waterways, or corstructing or operating water, gas or electric plants, or operating for petroleum, natural gas or salt water, shall be indi- vidually responsible, equally and ratably, and not one for the other, for all contracts and liabilities of such corporation to the extent of the amount of their stock at par value, in addition to the amount of such stock; but persons holding stock as fiduciaries shall not be personally liaijle as stockholdei-s, but the estates in their hands shall be liable, in the same manner and to the same extent as the property of other stockholders; and no transfer of stock shall operate as a release of any such liability existing at the time of such transfer: Provided. The action to en- force such liability shall be commenced within two yoai-s from the time of transfer. See g§ 543, 564. [Stockholder may deal with corporation and be- come a creditor as any other individual, and mav be secured as a preferred creditor in an assicrn. mont by the corporation. Ins. Co. v Paee ^17 B. M. 4.39. ^-". V. jTdge, ±i Where one subscribes for stock in the names of infants. ,ind receives the dividend and enjoys all the benefits from the stock, he is individually re- sponsible. Castleman v. Holmes, 4 J. J M ' 7 Where execution against corporation has been returned nulla bona, the creditor mav maintain action in equity against all stockholders jointly. Bank v. Dallam. 4 Dana, 574. Individual liability does not authorize seizure of a stockholder's goods upon execution against the corporation, but imposes a personal liabilitv to contribute to payment of the debt, which may be enforced in equity against all or in action of debt against each. Id. Improper to decree against Individual member of company whose stock had been forfeited to company, to satisfy a judgment against company. R. R. Co. V. Bridges, 7 B. M. 564. Every stockholder contracts that the will of majority shall govern in all corporate matters. Dudley y. High School. 9 Bush, 578. Notice of time and place of meetings of stock- holders, to be effectual, must be given in the mode prescribed by charter. Stockholders v. R. R. Co.. 12 Bush. 63. Where project Is abandoned, lapse of time and changed circumstances may release subscribers to stock. T. R. Co. v. Jewell, 8 B. M. 147. Conditional subscription; not to be paid till a certain amount subscribed; unpaid subscriptions of insolvents, infants, or married women not to be considered. Phillips v. Bridge Co., 2 Met. 223. Such subscription void unless proper amount of private subscriptions has been made. Clav v. Nicholas Co. Ct.. 4 Bush, 155. Where there is danger of misapplication of funds subscribed, a court of equity or of law should re- fuse to enforce a subscription until corporation properly secures the appropriation ^f the bonds or their proceeds in accordance with the terms of the subscription. R. R. Co. v. Judge, 10 Bush, 575. Failure to complete work, and fact that corpo- ration is insolvent and defunct, is no defense to action on bonds issued by a city or county to the company in payment of its stock subscriptions. Maddox v. Graham. 2 Met. 84. And innocent holders of such bonds may en- force their payment, though they be not valid as between the original parties. Id. Change of route of railroad will exonerate sub- scribers from pavment of their subscriptions. Fry v. R. R. Co., 2 Met. 317. As between corporation and a creditor, the lat- ter could compel the payment of the entire stock, if necessary to satisfy his demands. Haldman v. Alnslie, 82 Ky. 3f»5. But if a member of the cor- 16 KENTUCKY. Directors; dividends; false statements, etc. — Stat., §§ 548-551. poration knowlnply contracts debts hoyond the limits of the articles, without couseut of the stockholders, and pay said debts, he cannot re- cover beyond the limit fixed in the articles, un- less the "stockholders unanimously agreed to the creation of the debt. Id. As to right to sue corporators in equity for an accounting, see LaureJ Co Ct. v. Trustees, 93 Ky. 370; s. c. 120 S. \V. Rep. 2.58. Claim of corporation against a stockholder for stock subscribed and not paid In, forms part of assets of corporation, and may be subjected by its corporators. Banking Co. v. Eisenmau, {>4 Ky. 83; s. c, 21 S. W. Itep. 531, 104!>. Stockholders of corporation organized under law are personally liable to amount of unpaid install- ments on stock subscribed b.v them; but a cred- itor of the corporation may, by special contract, waive his right to look to the Individual stock- holders, and oral testimony is competent to show such contract. Bush v. Robinson, 95 Ky. 492; s. c, 21 S. AV. Rep. 531, 1049.] § 54S. If tliQ directoi-s of any incorporated company shall declare and pay any dividend when tlie corpt)ratiou is insolvent, or any dividend the payment of wliicli wonld ren- der it insolvent, or which would diminish the amount of its capital stock, they shall be jointly and severally individually liable for all debts of the coiiioratiou then existing, and foi- all that sliail be thereafter incurred while they, or a majority of them, continue in office. See §§ 549, 550. 1175, 118(5. [Where directors fail to interpose a proper de- fense In n suit against the corporation, such failure will not protect one of the faithless di- rectors in his profits realized bv such breach of official duty. R. R. Co. v. Bowler, 9 Bush. 482. Chancellor cannot, at the instance of minority of ciirpf)rntlon. Interpose to prevent application of corporate funds to purposes for which It was raised, against decision of majority of the mana- gers, whatever he might do at instance of ma- jority. F., etc., R. Co. V. Jewell, 8 B. M. 144. Affairs of corporation are always controlled by a majority in Interest, unless charter provides otherwise. Covington v. Bridge Co.. 10 Bush, 76. -'i'aplt.'il stock paid in for the purpose of con- structing a railroad, on being forfeited by the holder, does not become profit and liable to dis- tribution as profit before the object of its pay- ment had been accomplished. Gratz v. Redd, 4 B. M. 187. Illegal dividends may be reclaimed by directors, or by a trustee to whom coritoration has made an assignment. Ins. Co. v. Page, 17 B. M. 442. By receiving dividend, stockholders do not ratify Illegal acts of directors. Id. Directors may rely ui)on lapse of time to shield themselves from liability to creditors for divi- dends improperly paid out. R. R. Co. v. Bridges, 7 B. M. 562. Corporation cannot treat as profits, subject to be divided, premiums received upon unexpired risks, when It had not a fund sufficient independ- ent thereof to meet all liabilities that might ac- crue on the pending risks. Ins. Co. v. Pago, 17 B. M. 442. Directors have no power to submit to arbitra- tion the propriety of their former action In de- claring dividends without consent of company when the charter confers no such power. Gratz V. Redd, 4 B. M. 186. Directors are trustees, and funds In their hands are liable to the debts of the corporation, and may be subjected by the chancellor; and for a fraudulent misapplication of that fund they are personally llal)lf, or the fund Itself may be pur- sued into" the hands of one not an Innocent holder. Gratz v. Redd, 4 B. M. 196. Quere, might not creditors maintain suit at law against trustees for mismanagement of corporate funds, in Improperly declaring dividends when there were no profits to divide? R. R. Co. v. Bridges, 7 B. M. 559. It Is a fraud upon the community to permit a corporator to escape responsibility b.v taking the stock in the name of infants. Castleman v. Homes, 7 Men. 591; Roman v. Fry, 5 J. J. M. 034. Capital stock of railroad compan.v a trust fund in hands of company and liable to payment of debts. Dudley v. Price, 10 B. M. 86. To sub- ject such fund creditor must show his legal rem- ed.v has been exhausted. Id. Provision In charter requiring tolls to be re- duced when road pays greater dividend than al- lowed bv law, construed. T. P. Co. v. Phelps, 81 Ky. 613. Dividends are non-apportionable. Therefore, when stock is devised to one person for life, re- mainder to another, if dividend is declared after the life tenancy has begun, the whole of it be- longs to the life tenant. Kite's Devisees v. Hite's Exr., 93 Ky. 257; s. c, 20 S. W. Rep. 778. And this, whether dividend be declared in cash or In stock; but not if dividend is declared out of profits made by sale of real estate with a corpo- ration owned at testator's death. Id. An informal understanding among stockholders that a land bonus should be treated as a dividend will not bind a corporation where no action was taken hv the directors. Wire Nail Co. v. Gedge, 29 S. W. Rep. 363.] § 549. If the directors or officers of any cor- poration sliall Ivuowinjjly cause to be pub- lished or given out any statement or report of the condition or business of the corpora- tion that is false in any material respect, the officers and directors causing such report or statement to be published or given out, or assenting thereto, shall be jointly and sev- erally individually liable for any loss or dam- age resulting therefrom. See §§ 54«. r,oO, 1175, IISG. [Intangible corporation not allowed to commit frauds bv its visible agent. T. P. Co. v. Churchill, 6 Mon. 429. Director of corporation organized under general law, who has given notice of existence of debts beyond th« capital stock, will, nevertheless, be liable for debts subseijuently created by the cor- poration with his assent, express or implied. Cornwall v. Eastham, 2 Bush, 562 (§ 516). § 550. If the directors or officers of any corporation sliall fail or refuse to comply with, or shall violate any of the provisions of, this article, those so failing, refusing or violating sliall be jointly and severally in- dividually liable for any loss or damage re- sulting to any person from such failure, refusal or violation, and, in addition thereto, the persons so lialile shall be each punished by a fine of not less than one hundred nor more than one thousand dollars. See 548, 549, 573, 1175, 1186. § 5."»1. The affairs of each corporation shall be managed by a board of not less than three directors, eaensation than permit- tetl l)y such charter may be enforced not- withstanding such reorganization. See Const., 574. 190, 191; Statutes, 570, 573, § "i.'j.l. Any two or more corporations or- ganized under this chapter or the laws of this State, may consolidate into a single cor- poration; the directoi-s, or a majority of them, of such coiTK)rations as desire to con- solidate, may enter into an agreement, signed by them, prescribing the terms and conditions of consolidation, the mode of carrying the same into effect, and stating such other facts as are necessary to be set out in articles of incorporation, as herein pro- vided, as well as the manner of converting the sliares of tlie old coriioration into the new. with such other details and provisions as ai-e deemed necessary. Written notice of the intention to consolidate shall be mailed to the address of each stockholder of each coi-poration at least twenty days previous to entering into such agreement, and such no- tice shall be published at least two weeks In some newspaper printed and circulated in the county of its principal place of business, and the written consent of the owners of at least two-thirds of the capital stock of each corporation shall be necessaiy to the validity of such agreement. Competing common carriers not to consolidate. Const., § 201. Consolidation of foreign and do- ' mestic corporation. Const., § 200; see §§ 556-5.58. Pools and trusts prohibited. ?5 3915-3921. ', [In absence of authority in charter, legislature ! has no authority to provide for consolidation of I one corporation with another, created for a dlf- I ferent purpose, unless by unanimous consent of | stockholders. Botts v. T. P. R. Co., 88 Ky. 54; I s. c, 10 S. W. Rep. 134.] ' § 556. When the agreement Is signed, ac- ' knowledged and recorded in the same man- ner as articles of incorporation are required to be, the separate existence of the constit- : uent corporations shall cease, and the con- j solidated corporations shall become a single ! corporation in accordance with the said ! agreement, and subject to all the provisions ! of tliis chapter, and other laws relating to I it, and shall be vested with all the property, business, credits, assets and effects of the constituent corporations without deed or transfer, and shall be bound for all their con- tracts and liabilities. [Where one corporation sells to another all Its property, franchises, etc., under authority con- ferred by its charter, a bona fide purchaser for Talue takes the property free from the claims of creditors of the vendor, but have no lien upon the property, just as if it were an individual trans- action. R. R. Co. V. Griest, 85 Ky. 619; s. c, 4 S. W. Rep. 273. When a corporation has so sold all Its property, etc., and thus, in effect, been dis- solved, the creditors of a corporation may enforce their demands in a court of equity, the proceeds of the property being recorded as assets in the hands of stockholders for the payment of debts. Id. Where one corporation purchases property and franchises of another, it holds the property free from the claims of creditors of vendor as if It had been an Individual transaction. Trustees v. R. R. Co., 94 Ky. 377; s. c, SJ. S. W. Rep. 6«W.] § 557. Any action or proceeding pending'by or against either of the corporations con- solidated may be prosecuted to judgment, as if such consolidation had not taken place, or the new corpoi-ation may be substituted in its place. § 558. If any stockholder in either cor- poration consolidating, who objected thereto in writing, shall, within twenty days after tlae agreement of consolidation has been re- corded, demand in writing from the consoli- dated corporation payment of his stock, such consolidated corporation shall, within three months thereafter, pay to him the market value of the stock at the date of consolida- tion; and stock so purchased shall be dis- posed of within the time hereinbefore pro- vided. [A subscriber to stock of a corporation formed under general laws held to have notice of pro- vision of its charter authorizing its subscription to stock of other corporations. Oil Citv Land Co. v. Porter, 35 S. W. Rep. 643.] § 559. Any corporation may. liy the con- sent in writing of the ownei-s of at least two- tnirds of its capital stock, change or amend any of the articles of its incorporation, and such alteration or amendment shall be signed and acknowledged by the directors, or a ma- joritj- of them, and tiled and recorded as ar- ticles of incorporation are required to be. See § 574. [Xot indispensable that vote of acceptance of a charter amendment appear of record on books of corporation. Such acceptance may be inferred from acts of corporation or otherwise. Covington V. Bridge Co., 10 Bush, 71. Acceptance of amendment, like acceptance of original charter, may be proved by showing that the corporation has done corporate acts as author- ized by the amendment. Kenton Co. Ct. v. Turn- pike Co., 10 Bush, 5.35. If a corporation, by its conduct, accepts bene- fits of an act amending its charter, it must take it as a whole, with its burdens also. Id. Amendment of charter is a part of charter as much as if incorporated in the original grant. R. R. Co. V. L., etc., Co., 2 Duv. 178. Acceptance of amendment to charter by pro- ceeding as authorized by amendment. Bridge Co. T. Douglass, 12 Bush, 673. Reservation of right to amend charter does not confer upon the legislature power to create new trustee or add to the number of trustees without their consent. Sage v. Dillard, 15 B. M. 356. All rharters and grants of, or to corporations, shall be subject to amendment or repeal at the will of the legislature, unless a contrary intent be therein plainly expressed. R. R. Co. v. Bar- ren Co. Ct., 10 Bush, 008. Provision that cor- poration " shall have perpetual succession " does not plainly express an intent not to reserve power to amend or repeal. Id. Charter mav be amended without consent of shareholders, in so far as necessary to carry Into effect purpose for which it was obtained. Fry v. R. R. Co., 2 Met. 321; Covington v. Bridge Co., 10 Bush. 76. KENTUCKr. 19 Sales of property and franchises — Stat., §§ 560-564. Amendment which materially changes respon- sibilities and duties of company, or which super- addis an entirely new enterprise, may be resisted by the stocljholders unless such amendments are provided for in the charter itself or in the gen- eral laws. Fry v. R. R. Co., supra.] § 500. Any liability of corporations, or the stocklioklers or officers thereof, or the rights or remedies of the creditors thereof, or of persons doing or transacting business with the corporations, shall not in any way be lessened or impaired by the sale thereof, or by the increase or decrease in the capital stoclv of any coii^oration, or by the consolida- tion of two or more corporations, or by any change or amendment in the articles of in- corporation. § 561. Any corporation organized under this chapter may, by the consent in writing of the owners of a majority of its shares of stock, unless otherwise provided in tlie ar- ticles of incorporation, or amendments thereto, close its business and wind up its affairs; and when any corporation expires by the terms of the articles of incorporation, or by the voluutaiy act of its stoclcholdei*^, it maj' thereafter continue to act for the puriJose of closing up its business, but for no other purpose; and it shall be the duty of the officers to settle up its affairs and business as speedily as possible; and they shall cause notice to be published, for at least once a week for four consecutive weeks, in some newspaper printed and published in the county, if any, of tlie fact that it is closing up its business; and all debts and demands against the corporation shall be paid in full before the offlc-ers x'eceive anything. See § 569. [Dissolution of corporation does not dissolve its contracts, and creditors may enforce their claims against any property which may not have passed to bona fide assignee. Dudley v. Price, 10 B. M. 85. Corporation cannot, by Its own act, dissolve It- self, and thereby avoid any responsibility in- curred before such attempted dissolution. Port- land, etc., Co. V. Trustees, 12 B. M. 79. Corpora- tion, bow dissolved in Kentucy. Id.] § 502. If the franchise and property of any corporation is sold, the persons who may be- come the piu-chasers, at private sale, or under the .iu-lgment of the court, may or- ganize a coiijoration for the construction, operation and management of the same; and such corporation. T\iien organized, shall have tlie same rights, privileges and franchises as have boon granted to or acquiretl by the cox"- porati(m purcliased; and shall be subject to all the limitations, restrictions and liabilities imposed upon it; and, in addition thereto, sliall be subject to all the provisions of this chapter. Such coriioration shall be formed by articles of incorporation e.xecuted by the purchaser and his associates, and which shall, in addition to the requirements of sec- tion two of this article, set forth a description of the property sold, and the decree under which the sale was made, If it was sold under a judgment, or if not, the deed con- veying the property; the amount paid, or to be paid, and to and by whom, and such other statements as may be deemed necessary. The articles shall be signed by the purchaser and his associates, if any, and a copy thereof rcicorded in the office of the secretaiT of ►State; and if a railroad, in the office of the railroad commission; and when a certificate of such fact is delivered to the purchaser, the corporation shall be deemed to be organ- ized, and shall have all the rights, powers and privileges, and be subject to all restrictions, limitations and liabilities of other similar corporations organized under this chapter. See Const., J 203. Statutes, § 563. [Sale of the franchises and propertv under a decree to satisfy a mortgage does not pass to the purchaser debts duo the corporation, nor destroy the corporate existence of the company. Smith V. Gower. 2 Duv. 19. As to liability of corporation for acts of its vendors where there has been transfer of cor- porate privileges, see Stlckley v. R. R. Co., 93 Ky. 323; s. c, 20 S. W. Rep. 261.] § 563. Sales of the property and franchises of coiiDorations that maybe sold under decree of court shall be made after such notice of the time and place as the court may deem proper; and if such sales are made in the foreclosure of one or more mortgages or deeds of trust, the court may order such sale to be made for the whole amount of the out- standing bonds and interest secured by such deeds of trust or mortgage; or if the prop- erty and franchises will produce so much, then for the amount of interest due under said deed or deeds of trust or mortgage, or any of them, subject to the payment by the purchaser of the outstanding bonds and in- terest secured thereby as they become due; and in the latter event may, by proper or- ders, secure the assumption thereof by the purchaser; but where a sale shall be ordered to bo made, subject as aforesaid, the court shall direct the officer making such sale, in the event that the property and franchises offered do not sell for enough to pay the amount aforesaid, to sell the same free from incumbrances. Sales under this section shall be made on such credits as the court may deem proper. See S 562. § 564. Any corporation, »)rganized under this law, may divide its shares into classes, such as preferred, common and defeiTed shares, or as may be otherwise designated, and it may give to each of the several classes such priority of riglit in the payment of divi- dends, and in tlie redemi)tion of the shares, as may bo prescribed in the rules and regu- lations adopted l)y the sliareliolders. But no preferred stock shall be issued except for cash or its equivalent, nor for less than the 20 ke:j^tucky. Forfeiture of charter; issue of stock; acceptance — Stat., §§ 565^571. par value of the shares; and the holders thereof shall be entitled to receive quarterly, senii-anual or annual dividends thereon at such i-ate as may be prescribed in its issue, payable before any dividends shall be de- clai-ed on the common stock. AVhich shall be stated in tlie certiticates representing the pre- ferrwl and common stock respectively. On the dissolution of the company, voluntarily or otherwise, the holders of the prefeiTed stock shall be entitled to have their shares redeemed at par before any distribution of any part of the assets of the company shall be' made to the holders of common stock. § 565. Any corporation organizing under this chapter shall forfeit all i-ights, privileges and franchises obtained thereunder, if it shall fail, for two years after its organization, to commence in ' good faith the business, or to promote the objects or purposes for which it was organized; but the rights, privileges or fi-anchises shall not be forfeited by the failure to elect officers or hold meetings at the time specified. Organization complete, when. § 542. § 566. No corporation organized under this chapter shall be permitted to set up or rely upon the Avant of legal organization as a defense to any action against it; nor shall any person transacting business with such corporation, or sued for injuiT done to its property, be permitted to rely upon such want of legal organization as a defense. Organization. 539-542. neither lalwr nor property shall be received in payment of stoclv or bonds at a greater value than the market price at the time said labor was done or property delivered; and all fictitious increase of stock shall lie void. See 543, 544. [I'erson dealing with a corporation must, at his peril, take notice of its charter or articles of in- corporation. Bank v. Milling Co., 95 Ky. 97; s. c, 23 S. "VV. Rep. 675. Generally one dealing with a corporation is not permitted " to denv Its existence. R. R. Co. v. Leavell, 10 B. ^^. 36.S. And it is very questionable whether one who participated as a stockholder in election of directors may. Id.] § 567. No corporation shall engage in busi- ness other than that expressly authorized by its articles of incoi-poration or amend- ments thereto; nor shall any corporation, directly or indirectly, engage in or carry on in any way the business of banking, or insurance of any kind, unless it has become organized under the laws relating to bank- ing and insurance; nor shall any coi'pora- tion hold or own any real estate, except such as may be necessary and proper for carrying on its legitimate business, for a longer period than five years under penalty of escheat. Business unauthorized by charter prohibited. Const.. § 192. Powers of corporation. See § 542 (G). § 568. No corporation shall issue stock or bonds except for an equivalent in money paid or labor done, or property actually received and applied to the purposes for which such corporation was created, and § 569. Whenever any corporation has failed, or shall fail, to perform or comply with any requirement or provision of its charter under which it does business in this State, or shall be giiilty of an abuse or misuse of its corporate powers, privileges or franchises, or shall become detrimental to the interest and welfare of the commonwealth or its citizens, it shall be the duty of the attorney-general of the State to institute such proceedings as may be proper and nec- essary to have forfeited and revoked the charter, powers, franchises and privileges of such corporation. See Const., § 205. [General assignment of all property and effects in trust for the payment of debts will not. of itself, have the legal effect of producing dissolu- tion of a corporation. Ins. Co. v. Page, 17 B. M. 457.] Courts of equity have no power to revoke or an- nul acts of incorporation. F. F. T. P. Co. v. Jewell, 8 B. M. 142. And no jurisdiction to declare a forfeiture of charter of a corporation or inquire into the misfeasance or non-feasance of its offi- cers for that purpose. Chambers v. Baptist Soc, 1 B. M. 216. That charter of a corporation has been forfeited, must be ascertained by a direct proceeding, and not collaterally. But that it has expired by Its terms may be shown by the charter. Bank v. Trimble, 6 B. M. GOl. A charter privilege is not to be regarded as for- feited in a collateral proceeding unless there has been a forfeiture judicially pronounced by a proper proceeding. Harrison v. B. R. Co., 9 B. M. 470. The order of a chancellor placing the books, papers and assets of a corporation in the hands of a commission to wind up its affairs, operated to suspend its corporate functions, although there may have been no direct proceedings for tlie for- feiture of its charter. Sanford v. Bank, 1 Met. 109.] § 570. No law shall be passed for the bene- fit of, or in the interest of, any corporation heretofore created or organized by or under the laws of this State or any other State; nor shall any corporation avail itself of the provisions of this chapter, unless such corporation shall have previously, by a reso- lution adopted by its board of directors, and filed in the office of the secretary of this State, accepted the provisions of the Con- stitution of this State; and such resolu- tion, or a certified copy thereof, shall be evi- dence for and against such corporation. See Const., §§ 3, 190, 191, and notes. § 571. All corporations formed under the laws of this or any other State, and carry- ing on any business In this State, sliall at all times have one or more known places of I^XTUCKY. 21 Designation of agent; suits in federal courts — Stat., §§ 572, 573. business in this State, and an authorized agent or agents thei'eat, upon ■whom pro- cess can be served; and it shall not be lawful for any coiijoration to carry on any busi- ness in this State until it shall have filed in the office of the secretary of State a statement, signed by its president or seci-e- tary, giving the location of its office or of- fices in this State, and the name or names of its agent or agents thereat upon whom process can be served; and when any change is made in the location of its office or of- fices, or in its agent or agents, it shall at once file with the secretary of State a state- ment of such change: and the former agent shall remain agent for the purpose of ser- vice, until statement of appointment of the new agent is filed; and if any corporation fails to comply witli the requirements of this section, such corporation, and any agent or employe of such corporation, who shall transact, carry on or conduct any business in this State for it, shall be severally guilty of a mis<^lemeanor, and fined not less than one hundred nor more than one thousand dollars for each offense. See Const, 5 194. [One State has no power to charter a company to act within the jurisdictional limits of another State. Atterbury v. Knox, 4 B. M. 90; Ins. Co. V. Comm., 5 Bush, 75. Every power of a corporation depends for Its validity upon laws of sovereignty in which it is exercised; and corporations created in one State can make no valid contract in another without its sanction, express or implied. Id.; Gill v. Min- ing Co., 7 Bush, 635. And when such sanction Is obtained, the fact that some law or constitutional provision of such State Is in conflict with an amendment to the charter of the corporation can- not destroy validity of amendment. Covington v. Bridge Co., 10 Bush, 78. Though a corporation must live and have its being in that State only in which It was created, it does not follow that its existence will not be recognized in other places. Martin v. R. R. Co., 7 Bush, 123. Rights secured to corporations of other States bv the Federal Constitution. Comm. v. Milton, 12 B. M. 219; Ins. Co. v. Co., 5 Bush, 70. Foreign corporations entitled to sue in Kentucky courts. Pendleton v. Bank, 1 Mon. 175. And to contract In Kentucky, but the contract or suit must not be repugnant to the local law. Bank v. Trimble, 6 B. M. 604. But not where the charter of the company has by its terms expired. Id. Not necessary in action by foreign corporation, on trial of plea of non-assumpsit, to produce its charter or otherwise prove Its existence. Taylor V. Bank, 7 Mon. 585. Corporation cannot bo sued and its property at- tached on the ground that it is a foreign corpora- tion. Martin v. R. R. Co., 7 Bush, llS. Citizens of other States exercising corporate powers in Kentucky, granted by other States, are liable to taxation in Kentucky. Comm. v. Milton, 12 B. M. 218. A corporation cannot have two domiciles at same time. It obtains residence only by the legislative authoritv which fixes the requisites of residence. Bridge Co. v. "VVoolley, 78 Ky. 525. A corporation created in Ohio is properly sued as a non-resi- dent. Id. In case of railroad corporation, the residence of its president, if there be one, in the State, or, if not, its vice-president, if there be one in the State, must be treated as the residence of the corporation in determining jurisdiction of de- fendant. Harper v. Newport, etc., Co., 90 Ky. 350; s. c, 14 S. W. Rep. ,'^46. Since above section does not declare any special jurisdiction for the recovery of a penalty, nor that suit shall be prosectited by attorney-general, its recovery is to be regulated by general laws, and may be by indictment or by action in the name of the commonwealth. Co. v. B. & L. Assn., 30 S. W. Rep. 626. A non-resident corporation doing business in this State may be sued here as other litigants, when properly summoned. Chesapeake v. Cowherd, 96 Ky. 113.] § 572. If any foreign corporation shall, without the consent of the adverse party, remove to a Federal court any action pend- ing against it in any court of tliis State, or institute an action against a citizen of this State in a Federal court of tliis State, such action on the part of the corixjration shall forfeit its right to transact or carry on any business in this State, and such corporation, • and any officer, agent or employe thereof, who shall thereafter transact or engage in any lousiness or employment for such cor- poration in this State, sliall be severally guilty of a misdemeanor, and. upon indict- ment and conviction in the circuit court of any county in whicli such corporation, or any officer, ageut or employe thereof, trans- acts or engages in any business, be fined for each offense not less than five hundred nor more than one thousand dollars. [Above section does not authorize an action to recover fine imposed before an indictment or con- viction of the corporation. Comm. v. Min. Co., 30 S. W. Rep. 611.] Is not this section unconstitutional? Barron v. Buruside, 121 U. S. 186; s. c, 7 Sup. Ct. Rep. 931.] § 573. The provisions of all charters and articles of incorporation, whether granted by special act of the general assembly, or obtained under any general incorjioiation law, which are inconsistent with the pro- visions of this chapter concerning similar corporations, to the extent of such conflict, and all powers, privileges or immimities of any such coiiioration which could not be obtained imder the provisions of this chap- ter, shall stand repealed on September 28, 1897; and If the officers, managers or agents of sucli corporations shall, after said date, exercise any powers, privileges or immuni- ties repealed by this section, or inconsistent with the provisions of this chapter, relat- ing to similar cori>orations, or which could not be obtained under this chapter, the offi- cer, manager or agent so offending, and the corporation for which he acts, sliall each be guilty of a misdemeanor, and fined for each offense not less than one hundred nor more than one thousand dollars, and upon the conviction of the corporation, the trial jury may, at their discretion, direct the for- feiture of its charter or articles of incor- poration, in whicli case the court shall so adjudge. After the 28th day of September, 1897, the provisions of this chapter shall ap- ply to all conwrations created or organized under the laws of this State, if said pro- 22 KEXTUCKY Receivers; false stateiueuts; entries, etc.— Stat., §§ 574^570, 616, 1175, 11$6, 1187. visious would be applicable to them if or- ganized under this chapter. See § 550. § 574. The chaiter or articles of incor- poration of any coriroration heretofore cre- ated or organized under or by the laws of this State may, after such c(iri)oration has accepted, as herein provided, the pro- visions of the Constitution, be amendeil in the manner provided for tiie amendment of the articles of incorporation of corporations organized under this chapter and the la^^s relating to such corporations. See Const., §§ 190, 191; Statutes, § 559. § 575. The word " directors " used iu this article includes managers or trustees. Duties and liabilities of directors. §§ 548-551. § 576. Every corpcn-ation organized under the laws of this State, and every corporation doing business in this State, shall, in a con- spicuous place, on its principal place or places of business, in letters suflfi- ciently large to be easily read, have painted or printed the corporate name of such corporation, and immediately un- der the same, in like manner, shall be printed or painted the word " Incorporated." And immediately under the name of such corporation, upon all printed or advertising matter used by such corporation, shall ap- pear in letters sufficiently large to be easily i*ead the word " Incorporated." Any coii)o- ration which shall fail or refuse to comply with the provisions of this section shall be subject to a fine of not less than one hun- dred dollars, and not more than live hun- dred dollars. Corporate name. See § 542. ARTICLE III. APrOIXTMENT OF RE- CEIA'ERS. Sec. 616. Receiver; when niaj- be appointed for a corporation. § 616. The secretary of State, upon becom- ing satisfied that any bank or corporation has become insolvent, or that its capital has become, and is permitted to remain, im- paired, or that it has violated any of the provisions of the law under which it was organized, may. with the approval of the attorney-general, apply to the circuit court, or judge thereof iu vacation, of the county in which the bank or corporation is located, for the appointment of a receiver, who, under the direction of the court or judge, shall take possession of books, papers and assets of every description, and all business of the bank or coi-poration, and collect all collectible debts and demands, and sell or compound, under the f)r(ler of the court, all bad de1)ts, and sell all the real and personal property of the bank or corporation, on such terms as the court may direct. The receiver shall be resident of the county in which the action is pending, and give bond, with good surety, to be approved by the court, and settle his accounts under the general laws. CHAPTER XXXVI. Crimes and Punishments. ARTICLE III. FELONIES. Sec. 1175. Swearing falsely to statement required of corporation. 1180. Otlicer of corporation altering or de- stroying boolis or writings. 1187. Counterfeiting oorporate seal. § 1175. If any certificate or written state- ment be made or written notice given, by the officers of any company incorporated by the laws of this commonwealth, which is re- quired to be verified on oath, and is so sworn to, be false in any material part, each person who swore to the same, knoAving it to be false, shall be guilty of false swearing, and, on conviction, be confined in the peni- tentiary not less than one nor more than five years. Liability of ofBcor.s. §§ 549-5.^1. § 1186. If any officer or employe of any joint-stock company, bank or corporation shall, with the intention of cheating or de- frauding the joint-stock company, bank or corporation, or any person doing business with it, erase, mutilate or alter any book or paper or evidence of debt, or any part thereof, owned by or iu the custody or un- der the control of the joint-stock company, bank or corporation, or shall destroy the same, or shall make any false entry, or omit to make an entry iu auj^ such book or paper, he shall be confined in the penitentiary not less than two nor more than ten years. See §§ 549-551. § 1187. If any person shall fraudulently make or counterfeit any instrument for stamping an impression iu the figure or like- ness of the seal * * * of any corporation or officer thereof, * * * or if he have in his possession any such instrument, and con- coal the same, knowing it to be falsely made and counterfeited, or use the false impres- sion made by such instrument and utter and publish it as true, knowing it to be falsely made and counterfeited, he shall be confined in the penitentiary not less than five nor more than fifteen yeai-s. CHAPTER XXXVIII. Currency. Sec. 1391. Corporation forbidden to loan money or discount bills, unless so authorized. § 1301. No corporation, not expressly au- thorized by law of this State, shall loan KEXTUCKY. 23 Charters subject to repeal; pools; trusts, etc.— Stat., §§ 1987, 3915-3^17. mouey, discount any evidence of debt, or deal in the buying and selling of exchange. Every person acting as an officer, servant or agent of a coi-poration -who shall aid such corporation in a violation of this section shall, for every snch offense, be fined from fifty to five hundred dollars. All contracts made in violation of this section shall be void, and all money paid by way of interest, discount, or for difference of exchange, in violation thereof, may be recovered back uy the party paying, or his creditor. Powers of a corporation defined. § 542. CHAPTER LIX. General Assembly. Sec. 1987. Charters granted since 1856 subject to repeal. § 1987. All charters and grants of or to corporations, or amendments thereof, en- acted or granted since the fourteenth of February, one thousand eight hundred and fifty-six, and all other statutes, shall be sub- ject to repeal at the will of the general as- sembly, unless a contrary intent be therein plainly expressed: Provided, That whilst privileges and franchises so granted may be repealed, no repeal shall impair other rights previously vested. See Const., §§ 3, 19. [A charter provision that the corporation " shall have perpetual succession " does not plainly ex- press an intent that the legislature shall not have power to amend the charter. R. R. Co. v. County, 10 Bush, 604. The purpose of above section was to secure the rights of beneficiaries and others that had vested under the charter before its amendment or re- peal, and does not affect the mere power to repeal the franchise. Griffin v. Ins. Co., 3 Bush, 592. The legislature may create corporations whereby certain liabilities and duties are assiimed by the corporation, in consideration of which, rights and privileges are granted that no legislature, with- out the consent of the parties, can impair or diminish. R. R. Co. v. Comm., 10 Bush, 43; see, also, Franklin f'o. Ct. v. Bank, 87 Ky. 370; s. c, 9 S. "\V. Rep. 212. Although the right to amend a charter may be reserved, it does not confer power upon the legis- lature to take from the corporators control of corporate property, nor to change the objects of the corporation. Orr v. County, 81 Ky. 593; see, also, Citv v. L'niversity, 15 B. M. 642; Sage v. Dil- lard, 15 id. 340.] CHAPTER LXXXIX. Municipal Corporations. Sec. 3243. Stock in corporation voted by mayor. § 3243. Any stock owned or held by the city in any corporation shall, in all stock- holders' meetings, be voted by the mayor un- der the direction of the common council. CHAPTER CI. Pools, Trusts and Conspiracies. Sec. 3915. Pools, trusts and conspiracies; de- fined and prohibited. 3916. Trust certificates; when sale of, unlaw- ful. Sec. 3917. Penalties imposed on corporations and oflioers. 3918. Contract in violation of law void. 3919. Charter of corporation forfeited upon conviction. 3920. Judges to charge grand jury concerning. 3921. Appeals; how regulated. § SOl.'j. That if any corporation under the laws of Kentucky, or under the laws of any other State or country, for transacting or conducting any kind of business in this State, or any partnership, company, firm or individual, or other association of persons, shall create, establish, organize or enter into, or become a member of, or a party to, or in any way interested in any pool, trust, com- bine, agreement, confederation or under- standing with any other corporation, part- nership, individual or person, or association of persons, for the purpose of regulating or controlling or fixing the price of any mer- chandise, manufactured articles or property of any kind, or shall enter into, become a member of, or party to, or in any way inter- ested in any pool, agreement, contract, un- derstanding, combination or confederation, having for its object the fixing, or in any way limiting the amount or quantity of any article of property, commodity or merchan- dise to be produced or manufactured, mined, bought or sold, shall be deemed guilty of the crime of conspiracy, and punished therefor as provided in the subsequent sections of this act. See Const., § 198. § 3916. It shall not be lawful for any cor- poration to issue or to own, have or sell any trust certificates or stocks, or for any corpo- ration's agent, officer or employe, agent or director, or any corporation to enter into, either verbally or in writing, any combina- tions, contract, agreement or understanding with any person or persons, corporation or corporations, or with any director, agent or officer thereof, the purpose or effect of which combination, contract, agreement or under- standing would be to place the management, control or any part of the business of such combination or association, or the manufac- tured product thereof, in the hands or under the control, in whole or in part, of any trus- tee or trustees, or agents, or any person whatever, with the intent, or to have the effect to limit, fix, establish or change the price of the pi'oductlon or sale of any article of property or of commerce, or to prevent, restrict, or in any way diminish the manu- facture or output of any such article or prop- erty. § 3917. If any corporation, company, firm, partnership or person, or association of per- sons, shall, by court of competent jurisdic- tion, be found guilty of any violation of any of the provisions of this act, such guilty party shall be punished by a fine of not less than five hundred dollar.s, and not more than five thousand dollars. Any president, mana- 24 KENTUCKY Pools; trusts, etc.; franchise tax — Stat., §§ 3918-3921, 4077. ger, (lireetor or other ottictM* or agent, or receiver of any corporation, company, firm, partnei'ship or any coi^oration, company, firm or association, or meml»er of any cor- poration, firm or association, or any member of any company, firm or other association, or any individnal found, by a court of compe- tent jurisdiction, guilty of any violation of this act shall be punished by a fine of not less than five hundred dollars or more than five thousand dollars, or may be imprisoned in tJie county y.\\\ not less than six months nor more than twelve months, or may be both so fined and imprisoned in the discre- tion of the court or jury trying the case. [A corporation is liable to iiidictmont whenever offense consists either of misfeasance or non- feasance of dnty to the pnblic. If penalty for offense be both fine and imprisonment, the stat- ute is inoperative as to imprisonment, from the nature of the offender. Comm. v. A. & M. Assn., 92 Ky. 197; s. c, 17 S. W. Rep. 442.] § 3918. Any contract or agreement or un- derstanding in violation of the provisions of the preceding sections of this act shall be null and void: and any purchasers of prop- erty or article, or of any commodity, from any individual, firm, company or corporation transacting business contrary to the pre- ceding sections of this act, shall not be liable for the price or payment of such article or commodity or property, and may plead and rely on this act as a complete defense to any suit for such price or payment. § 3919. If any corporation ci'eated or or- ganized by or under the laws of this State shall be indicted and convicted for any vio- lation of any of the provisions of this act, such indictment, trial and conviction in any court of competent jurisdiction shall have the effect to forfeit the chax'ter of such corpo- ration without any further proceedings on the subject of the foi-feiture of its charter; but any corporation whose charter is so forfeited shall have the right of appeal as is provided in other cases, and the filing of the bond as is required by law shall sus- pend the judgment of forfeiture until the same is passed upon by the court to which the case is appealed. § .3920. It shall be the duty of the circuit judges, and other judges of similar jurisdic- tion in tills State, to give tlie iirnvisions of this act in charge to the grand juries at each term of their courts. § 3921. The provisions of the Code of Practice regulating appeals in other cases shall apply to appeals under this act. CHAPTER CVril. Revenue and Taxation. ARTICLE III. ASSESS>rENT OF CORPORA- TIONS. Sec. 4077. Franchise taxed: board of valuation to determine where tax shall be paid. 4078. Franchise: reports by corporations to determine value. Sec. 4079. 40S0. 4081. 4082. 4083. 40S4. 4085. 4086. 4087. 4088. 4089. 4090. 4091. Franchises: reports if lines e.xtend be- yond State or county. Foreign corporations: value of fran- chise, how determined. Franchise of carrier, when taxed in each district throujrh which line pas- ses. Franchise of persons engaged In cer- tain business: how value determined. Notice to corporations of value of fr;iiichise: board may change. Value of franchise to be reported to counties entitled to tax. I'rnpt>rty assessed in name of corpora- tion: penalty for failure to report; stockholders, when exempt. Corporations to pay taxes as individ- ual. I'enalty for failure of corporation to make reports. Stockholders exempt from tax on stock when corporation pays. Receiver of corporation to report. Corporation failing to report; board shall fix value. Taxes except of banks and trust com- panies, when due; penalty. § 4077. Eveiy railway company or corpora- tion, and every incorporated bank, trust com- pany, guarantee or security company, gas company, Avater company, ferry company, bridge company, street railway company, ex- press company, electric light company, elec- tric power company, telegraph company, press dispatch company, telephone company, turnpike company, palace-car company, din- ing-car companj , sleeping-car company, chair-car company, and eveiy other like com- pany, corporation or association, also every other corijoratiou, company or association having or exercising any special or exclusive privilege or franchise not allowed by law to natural persons, or performing any public service, shall, in addition to the other taxes imposed on it by law, annually pay a tax on its franchise to the State, and a local tax thereon to the county, incorporated city, town and taxing district, where its franchise may be exercised. The auditor, treasurer and secretary of State are hereby constituted a board of valuation and assessment, for fixing the value of said franchise, except as to turnpike companies, which are provided for in section foiu* thousand and ninety-five of this article, the place or places where such local taxes are to be paid by other corpora- tions on their franchise, and how appor- tioned, where more than one jurisdiction is entitled to a share of such tax, shall be de- termined by the board of valuation and assessment, and for the discharge of such other duties as may be imposed on them by this act. The auditor shall be chairman of said board, and shall convene the same from time to time, as the business of the board niay require. See Const., §§ .% 174: Statutes, § 4226. [The property of corporations Is sub.iect to as- sessment for street Improvement. Ludlow v. R. n. Co., 78 Ky. .^'i7: Z:il)le v. Orphans' Home. 92 id. 89: s. c. 17 S. "W. I-'eri. 212. Kentucky has .I'urisdiction over all kinds of property, and the ritrht to the soil under the water to low-water mark on the northwest side of KENTUCKY. 25 Franchise tax — Stat., §§ 4078-4080. the Ohio river. Therefore bridge over said river is entitled to the protection of the laws of Kentucky, and is bound to pay revenue to the State. Bridge Co. V. Louisville, 81 Ky. 189. Property of vsater companies, like railroads and turnpikes, cannot be seized by collecting otflcevs and sold, so as to deprive the public of its bene- fits. Water Co. v. Comni., 89 Kv. 244: s. c, 12 S. W. Rep. 300; Water Co. v. Hamilton, 81 Ky. 517. So also of gas companies. Gas L. Uo. v. Covington, 84 Ky. 95. Where a railroad charter contains an immunity from taxation, it is only a personal privilege, pertaining alone to the original company, and cannot be transferred. Comm. v. R. R. Co., 81 Ky. 572. There can be no question as to the liability of railroads for county taxes. R. R. Co. v. Coram., 85 Ky. 198; ». c, 3 S. W. Rep. 139. A provision of statutes as to proceedings against taxpayers who have failed to list their property with the assessor are applicable to railroads. Id. The mere fact that a corporation Is required to pay into the State treasury, as taxes, a certain sum upon each share of its capital stock, does not manifest an intention to exempt it from municipal taxation. Ins Co. v. Covington, 86 Ky. 214; s. c, 5 S. W. Rep. 401. The capital stock and the shares of capital are distinct things, and both may be taxed. So also the franchise, surplus earnings and real estate are things distinct from the capital stock and from each other, and the State may tax the cor- poration under each of those heads without being guilty of imposing double taxation. Franklin Co. Ct. V. Rank, 87 Ky. 371; s. c.. 9 S. W. Rep. 212. Statute requiring license tax of express com- panies doing business between this State and other States is a regulation of interstate com- merce, and In violation of the Federal Constitu- tion. Comm. V. Smith; Comm. v. Express Co., 92 Ky. 38; s. c, 17 S. W. Rep. 187. Also, tax upon telegraph conjpanies of one dollar per mile for the line of poles and first wire. Id. An exemption from taxation In charter of a railroad company Is a personal privilege, and does not follow the title to the property. Comm. v. R. R. Co.. 93 Ky. 430; s. c, 20 S. W. Rep. 383. Lease of railroad property for a thousand years was such a transfer as defeated exemption from taxa- tion. Id.] § 4078. In order to determine the value of the franchises mentioned in tlie next i^re- ceding section, the corpoi'atious, companies and associations mentioned in tlie next pre- ceding section, except banlvs and trust com- panies wltose statements shall be filed as hereinafter re. Nor shall the clerk make such order upon an affidavit of aii agent or attorney of the plaintiff, stating any of the grounds men- tioned in subsections 1. 2, 4 and 7, of section 57. unless the affidavit state the affiant's belief that the plaintiff is ignorant of such of the facts as are unknown to the affiant. fi. An affidavit made pui-suant to the fore- going provisions of this section, unless it be controverted by the defendant's affidavit, shall be sufficient evidence of the facts therein stated for the supfxirt of the action as well as of the warning order. TITLE V. THE COUNTY IN AVHICH AN ACTION MIST OR MAY BE BROUGHT. Sec. 72. Against corporations. § 72. Excepting the actions mentioned in sections 62 to 06,* both inclusive, and in scc- •Actions relating to real estate, wills, etc. tions 68, 70, 71, 73, 75, axid 77,t an action against a corporation which has an office or place of business in this State, or a chief officer or agent residing in this State, must be brought in the county in Avhich such office or place of business is situated, or In Avhich such officer or agent resides; or, if it be upon a contract, in the above-named ■county, or in the county in which the con- tract is made or to be performed; or, if it be for tort, in the first-named county, or the county in which the tort is committed. [An action against a common carrier, whpther a corporation or not, upon a contract to carr.v property, must be brought in the county in which the defendant, or eitlier of several defendants, resides, or in whicli the contract is made, or in which the carrier agrees to deliver the property. Express Co. v. Crenshaw, 78 K.v. 136. Answer to the merits of an action waives ob- jection to jurisdiction of tlie court as to local- ity of the corporation or its officers. Baker v. R. R. Co., 4 Bush. 619. Action against corporation may be brought in county In wliich contracts sued on were to lie performed. Covington v. Limerick, 40 S. W. Rep. 254.] TITLE VII. PLEADINGS. CHAPTER VII. General Rules of Pleading. Sec. 117. Pleadings must be verified by whom. § 117. Pleadings, the verification of which is required by this Code, must be verified as follows: 2. That * * * of a municipal or private corporation, must be verified by its chief officer or agent, upon whom a summons in the action is lawfully served, or might be law- fully served if it were a defendant; or, if it have no such officer nor agent residing in the county in which the action is brought, or is pending, it may be verified by its attoi'uey. TITLE VIII. PROVISIONAL REMEDIES. CHAPTER in. Attachment. Sec. 194. Grounds of attachment. § 194. The plaintiff may, at or after the commencement of an action, have an attach- ment against the jiroperty of the defendant, including garnishees as provided in section 227, as a security for the satisfaction of such judgment as may be recovered — I. In an action for the recovery of money against — 1. A defendant, who is a foreign corpora- tion, or a non-resident of the St;i.te; or, 8. * * * But an attachment shall not be granted on tlie ground that the defendant is a foreign corjioration. or a non-resident of this State, for any claim other than a debt or demand arising upon a contract, express or implied, or a judgment or award. t Actions against l)ankss insurance conipanies and common carriers. ia:N^TUCKY. 29 Vacating charters; costs; construction — Civ. Code, §§ 480-488, 616, 628, 732. TITL,K X. SPECIAL PROCEEUINGS. CHAPTER XIII. Repealing or Vacating Charters, and Pre- venting the Usurpation of an (Jffice or Franchise. Sec. 480. Action, ordinary, may be brought for. 4S1. Action, to repeal charter, how brought. 482. Action, what to be brought only by order of legislature. 483. Action, who may bring to prevent usurpation. 484. Action to be brought by attorney for commonwealth. 485. Attorney-general. 486. Action, for usurjiatiDn. what authorizes. 487. Usurper, judgment against. 488. Usurper, fees of, provision concerning. § 480. In lieu of tlie writs of scire facias and quo warranto, or of an information in the nature of a quo warranto, ordinary ac- tions may be brought to vacate or repeal charters, and to prevent the usurpation of an otfice or franchise. § 481. The action to repeal or vacate a charter sliall be in tlie name of tlie common- wealtli, and be brouglit and prosecuted by the attorney-general, or under liis sanction and direction by an attorney for the common- wealth. § 4S2. Actions to repeal or vacate the cliar- ters of municipal corporations, banks, rail- road, turnpike road, and internal improve- ment companies, shall only be instituted by order of the legislature, unless otlierwise ex- pressly provided. § 483. If a person usurps an office or fran- chise, the person entitled tliereto. or the com- monwealth, may prevent the usurpation by an ordinary action. [A franchise is a particular privilpge conferred by grant from the gfncrnment and vested in individuals, and an action for usurpation of it can be maintained only by the commonwealth. C'omm. V. Lexington, etc., 6 B. M. 397; Same v. City, 13 Bush, 185. As to enjoining usurpation of franchise, see Newport v. Taylor's Exrs., 16 B. M. 779; Citizens' Gaslight Co. v. Louisville Gas Co., 81 Ky. 263; Turnpike Co. v. Ratlift', 85 id. 244; s. c, 3 S. W. Rep. 148.] § 484. It shall be tlie duty of tlie several commonwealtii attorneys to institute the ac- tions mentioned in this chapter against usurp- ers of county offices or francliises, if no person be entitled tliereto. or if the person entitled fail to institute the same during three months after tlie usurpation. § 48"). I-"oi" usurpation of otlier than county offices or francliises. the action by the com- monwealtii shall be instituted and prosecuted by the attorney-general. § 4S<>. A person who continues to exercise an office after having committed an act, or omitted to do an act. the commis- sion or omission of which, by law, creates a forfeiture of his office, may be proceeded against for usuniation thereof. § 487. A person adjudged to have usurped an office or francliise shall be deprived thereof by the judgment of the court, and the person adjudged entitled thereto shall be lilaced in possession thereof; but no one shall l)eadjudged entitled thereto, unless the action lie instituted by him. And the court shall have power to enforce its judgment by caus- ing the tKJoks and papers, and all other things pertaining to the office or frandilso. to be surrendered by the usuiijer; and by prevent- ing him from further exercising or using the same; and may enforce its orders by fine and imprisonment until obeyed. § 488. If the usurper have received fees and emoluments arising from the office or franchise, he slia,ll be liable tlierefor to the person entitled thereto, who may claim the same in the action brought to deprive him of the office or franchise, or in a sei)arate ac- tion. If no one be entitled to tliem, tliey may be recovered by the commonwealth, and sliall be paid into the public treasury. TITLE XIV. MISCELLAXEOUS PROCEED- INGS. Ch. 1. Security for costs. 2. Motions and notices. CHAPTER I. Security for Costs. Sec. 016. Surety for costs, who must give. § 616. A plaintiff who is a non-resident of tliis State, or a corporation other tlian a bank created by the laws of this State, before commencing an action, shall file in the clerk's office a bond of a sufficient surety, to be ap- proved by the clerk, for the payment of all costs which may accrue in tlie action in tlie court in which it is brought, or in any other to which it may be can-ied. either to the de- fendant or to the officers of the courts. CHAPTER II. Motions and Notices. Sec. 628. Notice how served on corporations. § 628. A notice to a coi-poration may be served on its cliief officer or agent, or on its attorney. TITLE XVII. RLLES OF COXSTRUCTIOX. Sec. 732. Construction of certain words. § 732. In construing the provisions of this Code, tliese rules shall prevail, unless a dif- ferent intention be expressed, or Ije shown by the context; 5. The word " person " includes a corpo- ration. 21. Tlie words " other country," " foreign coii)oration," and words of lilve import, refer to any part of tlie world out of this State. .32. The words " residence." " reside," mean, with reference to a coi*poration, ltd chief office, or place of business. 33. 1'lie chief officer or agent of a corpora- tion which has any of tlie officers or agents herein mentioned is, 1. Its president; 2. Its vice-president; 3. Its secret^iry or librarian; 4. Its cashier or treasurer; 5. Its clerk; 6. Its managing agent. See Statutes, § 457. 30 KEXTUCKY. Franchise tax in cities — Act of March 19, 1898. SPECIAL ACTS ENACTED SUBSEQUENTLY TO 1894. 1. Conoerning assessment and taxation of fran- chJsps. 2. Relating to foreign news corporations. Act 1. AN ACT concemin.ff the assessment and valuation for taxation of corporate fran- chises and intangible property by cities of the first and second class. Be it enacted by the sreneral assembly of the Commonwealth of Kentucky: Section 1. That the franchise of every in- corporated bank, trust company, jsruarantee or secuinty company, gas, water, ferry, bridge, street railway, express, electric light, electric power, telegraph, press dis- patch, telephone, turnpike, palace car. dining car. sleeping car. and chair car company and every other like company, corporation or as- sociation, having or exercising any special or exclusive privilege or franchise, not al- lowed by law to natural pei-sons, or per- forming any public service, shall hereafter be valued and assessed for city taxes, in the manner hereinafter prescribed by the city assessor in cities of the first and second class, wherein such franchise is exercised, to the extent and in the proportion the same is therein exercised: Provided, however. That no assessment for city taxes shall be made by any assessor or board of valuation and assessment of the franchise of any pri- vate business, mercantile, or manufacturing corporation, whose property is not devoted to a public use. § 2. In order to determine the value of the franchises mentioned or referred to in the next preceding section, the corporations, companies, and associations, therein men- tioned or referred to. shall each annually be- tween September first, and October first, make and deliver to the assessor of cities of the first and second class, wherein its franchise is exercised, a statement verified by its president, cashier, secretary, treasurer, manager, or other chief officer or agent, in such form as the city assessor may prescribe, showing the following facts, viz.: The name and principal place of business of the cor- poration, company or association; the kind of business engaged in, the amount of capital j stock, preferred and common; the number i of shares of each; the amount of stock paid up; the par and real value thereof; the high- est price at which such stock was sold at a bona fide sale within twelve months next before the first day of September of the year in which the statement is required to be made: the amovmt of surplus fund and individual profits, and the value of all other j assets; the total amount of indebtedness as | principal, the amount of gross or net earn- ings or income, including interest on invest- ments, and incomes from all other sources for twelve months next preceding the first day of September, of the year in which the statement is required; the amoimt and kind of tangible property, and where situated, as- sessed, or liable to assessment and the fair cash value thereof, estimated at the price it would bring at a fair voluntary sale, and such other facts as the city assessor may require. § 3. Where the line or lines of any such corporation, company, or association extend beyond the limits of the city, the statement shall, in addition to the other facts herein- after required, show the length of the entire lines operated, owned, leased, or controlled in the city, and the entire lines operated, owned, leased, or controlled elsewhere. If the coi-poration. company or association, oi>erates or conducts its business in other States, as well as in this State, the state- ment shall show the following facts, in ad- dition to the facts hereinafter required: The irross and net income or earnings received in the city, and out of the city on business done in the city, and the entire gross re- ceipts of the conioration. company, or asso- ciation, in the city and elsewhere, during the twelve months next before the first day of September of the year in which the assess- ment is required to be made. In cases where any of the facts above required are impossible to be answered correctly, or will not afford any valuable information in de- termining the value of the franchise to be taxwl. the city assessor may excuse the offi- cer from answering such questions; Pro- vided, That the city assessor, from said statement, and from such other evidence as he may have, if such corporation, company, or association be organized under the laws of this State, shall fix the value of the capi- tal stock of the corporation, company, or association, as provided in the next succeed- ing section, and from the amount thus fixed shall deduct the assessed value of all tan- gible property assessed in this State or in the counties where situated. The remainder thus found shall be the value of its corixt- rate franchise subject to taxation as afore- said. § 4. If the coiTXtration. company or asso- ciation be organized under the laws of any other State or government, except as pro- vided in the next section, the city assessor shall fix the value of the capital stock, as hereinafter provided, and will determine from tlie amoimt of the gross receipts of such corjwration, company, or association in the city and elsewhere, the proportion which KENTUCKY. 31 Franchise tax in cities — Act of March 19, 1898. the gross receipts in the city, within twelve months next before the first day of Septem- ber of the year in which the assessment was made, bears to the entire gross receipts of the company; the same proportion of the value of the entire capital stocli, less the assessed value of the tangible property as- sessed, or liable to assessment, shall be the correct value of the coii>orate franchise of such corporation, company or association for taxation in the city. § 5. If the corporation organized under the laws of this State, or some other State or government be a street railway, telegraph, telephone, exjjress, sleeping, dining, palace or chair car company, the lines of which extend beyond the limits of the city, the <;ity assessor will fix the value of the capital stocli, as hereinafter provided, and that pro- portion of the value of the capital stock, which the length of the lines operated, owned, leased or controlled in the city, bears to the total length of the lines owned, leased or controlled in the city and elsewhere, shall be the value of the corpo- rate franchise of such corporation liable for taxation in the city; and such corporate franchise shall be liable to taxation in each city of the first class, through, or into which such lines pass, or are operated, in the same proportion that the length of the line in such city bears to the whole length of the lines elsewhere. § 6. Whenever any person or association of persons, not being a corporation nor hav- ing capital stocli, shall, in this State, en- gage in the business of any of the coriDO- rations mentioned and made subject to as- sessment in the first section of this act. then the capital and property, or the certificates or other evidences of the rights or interests of the holders thereof in the business or capital and property employed therein, shall be deemed and treated as the capital stocli of such person or association of persons for the purpose of taxation, and all other pur- poses, imder this act in like manner as if such person or association of persons were a corporation. § 7. It shall be the duty of the city asses- sor, immediately after fixing such value, to notify the coi-porations, companies or asso- ciations of the fact; and all such coi-pora- tions, companies or associations shall have at least ten days from the time of receiving such notice to go before the board of equali- zation of the city and ask a change of the valuation, and may introduce evidence, and [ the chainnan of said board is hereby au- thorized to summon and swear witnesses, j and after hearing such evidence, the said j board may change the valuation as it may i deem proper, and the action of said board shall be final. § 8. The city assessor shall make out and authenticate the tax bills on the assessments of franchises, as provided in this act, as well as on all assessments hereafter made by the board of valuation and assessment, which 36 shall have the same effect as tax bills made out and authenti(-ateenalties, and be collectible by distraint, gar- nishment and suit, as now provided by law with respect to other tax bills due the city. § 9. Any cori)oration, or officer thereof, willfully failing or refusing to make reports as required by this act, shall be deemed guilty of a misdemeanor, and for each of- fense shall be fined one hundred dollars and five dollars for each day the same is not made after October first of each year, to be re- covered by indictment or civil action, in the name of tlie city, in the circuit court of the county in whicli such city is situated. § 10. The individual stockholders of the corporation, Avhich is by this act required to report, and pay, city taxes upon the cor- porate franchises, shall not be required to list their shares in such corporation so long as the coi-poration pays the city taxes on the corporate property and franchises as herein provided. § 11. Should any corporation required to make the repoit, as hereinbefore provided, be in the hands of. or under the control of a receiver, or other person, it shall be the duty of such receiver or other person to make the returns and valuations, as required by this act. § 12. Should any coriJoration, company or association, fail to make the report as re- quired herein, on or before the first day of October of each year, the city assessor shall proceed to ascertain the facts and values as required by this act in such manner and by such means as he deems proper, at the cost of the corporation, company or association failing to make the report and shall fix the values of the corporate franchise liable for taxation, as provided in this act, and the coi*poration, company or association shall be taxed accordingly. § 13. This act shall not apply to railroad or other corporations required by law to be as- sessed by the railroad commission. (Approved March 19, 1898.) Act 2. AX ACT to fix the conditions upon which foreign corporations formed for the pur- pose of or engaged in the business of buy- ing, gathering or accumulating information or news or vending, supplying, distributing or publishing the same may carry on or transmit such or any part thereof in this State and fixing penalties for violation thereof. Be it enacted by the general assembly of the Commonwealth of Kentucky: Section 1. That all foreign corporations formed for the purpose or engaged in the 32 KENTUCKY. Foreign news corporations — Act of March 10, 1898. business of buying, gathering or accumulat- ing information or news, or vending, sup- plying, distributing, or publishing the same shall as a condition of cariying on any part of said business in this State, at all times, vend. sni)iily. distribute and publisli the news andinfdrniation bought, gatlun-ed or accumu- lated by such foreign * all persons, firms and corporations organized under the laws ■of this State, or carrying on in this State the "business of conducting or publishing a news- paper, ■ Avhen such pei-son, firm or corpora- tion desires to buy or be supplied with such news and information so bought, gathered or accumulated by such foreign corporation, and in vending, supplying, distributing and publishing the news and information so bought, gathered or accumulated by such foreign coiitoration, no discrimination in charges or prices shall be made by such for- eign corporation between any of the persons, firms or corporations doing business in this State and desiring to purchase or be supplied with such information and news. § 2. It shall not be lawful for any for- eign corpoi'ation or any agent or employe of such conioration formed for the purpose or engaged in the business of buying, gather- ing or accumulating information or news, or vending, supplying, distributing or publish- ing the same, to transact any of the busi- ness of such coiTDoration shall have refused to vend, supply, distribute or publish the in- formation or news bought, gathered or ac- cumulated by it to anj' person, firm or cor- poration engaged in this State in carrying on the business of conducting or publishing a newspaper, when such person, firm or cor- IX)ratJon has notified such foreign coi-pora- tion or any agent upon whom process can be served under the laws of this State of his, their or its desire to purchase or to be sup- plied with said news or information so bought, gathered or accumulated by such foreign corporation and upon his, their or its oifer to pay same charges or prices there- for which are exacted by said foreign cor- poration against other persons, firms or cor- porations engaged in this State in the busi- ness of conducting or publishing a news- paper, and any such foreign coi'poration, and any agent or employe of such foreign cor- poration, or any other person who shall carry on, transact, or cause to be conducted any business in this State for such foreign cor- poration after it shall have failed or refused to comply with any of the requirements of this act shall be severally guilty of a mis- demeanor and upon conviction fined not less than one hundred nor more than one thou- sand dollars for such offense, and each day's continuance of anj^ part of the business of such foreign coi-poration in this State after it shall have failed to comply with any of the provisions of this act shall constitute a separate offense. § 3. A violation of the provisions of this act shall, upon conviction, operate to forfeit the charter of the coi'poration, or proceedings may be instituted by the attorney for the Commonwealth in any district within the State to forfeit the charter of any cdiijora- tion violating the provisions of this act and to subject the party charged, if found guilty, to the penalty imposed in section two of this act. § 4. Evei-y telegraph company, every tele- phone company, or every association, or com- pany engaged in the buying, gatheiing, or transmitting of dispatches shall afford the same and equal facilities to all publishers of newspapers and furnish to all parties col- lected by them for publication, in any county or locality, to all newspapers there published on the same condition as to terms, payment, and delivery and for a violation of any of the provisions of this section, shall for such violation be guilty of a misdemeanor and upon conviction shall be fined not less than one hundred dollars nor more than one thou- sand dollars, and if a corporation or asso- ciation shall upon conviction forfeit its charter. § 5. Inasmuch as grievous discrimination are now made by foreign corpoi'ations regu- lated by this act; and inasmuch as monopo- lies have been created by such corporations, there is an emergency that this act take im- mediate effect, and this act shall talie effect iipon its approval by the governor or pas- sa*''e. (Vetoed by the Governor March 10, 1898.) Passed the House of Representatives March 10, 1898, the objections of the gov- ernor to the contrary notwithstanding. Passed the Senate March 10, 1898, the ob- jections of the governor to the contrary not- withstanding. *So in original law. INDEX TO KEI^TTUOKY. ACCEPTANCE: Page, of provisions of constitution, by existing corporations G, 20 ACTIONS: against corporations, where brought 28 pleadings, verification of 28 to vacate charter and to prevent usurpation 2',) in name of commonwealth 2t) judgment of ouster 29 security for costs, when required 29 AGENTS: corporations to have within state, for service of process 7, 20, 21 statement of name to be filed 21 of change of, to be filed 21 AGREEMENT: to consolidate corporations, directors to execute 18 to be signed, acknowledged and recorded 18 AMENDMENT: of articles of incorporation, how effected 18 of existing corporations 22 ARTICLES OF INCORPORATION (See Charter): contents specified 10 signed and acknowledged 10 signers to have direction of affairs, etc 10 of existing corporation, for reorganization 17 amendment of, how effected 18 of persons purchasing franchises and property 19 business not authorized by, not to be transacted 20 of existing corporations, provisions inconsistent with law, repealed 21 subject to amendment 22 ATTACHMENT: grounds of, affidavit 28 against foreign corporation 28 BANKING COMPANY: oSicers receiving deposits after insolvency 8 BONDS: not to be issued except for money, labor, property 6, 20 BOOK: stock, containing names of stockholders, etc It) to be open to inspection 15 BUSINESS: nature of, articles to state 10 failure to begin, forfeiture of charter 20 not to be transacted unless authorized by articles 20 BY-LAWS: corporation may adopt 13 CAPITAL STOCK: amount, articles to state 10 one-half to be subscribed before commencing business 13 subscriptions to, how paid 13 34 INDEX TO KENTUCKY. CAPITAL STOCK — (Continued): Page. increase or decrease of, meetings for 17 statement of, to be recorded 17 not to affect liabilities 19 organization tax on 27 CERTIFICATES: falsely swearing to, by officers 22 CERTIFICATES OF STOCK: trust, sale of, illegal 23 CHARTER (See Articles of Incorporation). forfeited for contributing to election funds 6 existing, void unless business has been commenced 6 general assembly to provide for forfeiture for mis-use 8 forfeiture, for mis-use of franchises, etc 20 existing, may be amended 22 granted since 1856, repealed 23 forfeiture of, for entering trusts 2i action to vacate, for what brought 29 COMBINATIONS: general assembly to prevent 7 to regulate prices and prevent competition, illegal 23 penalties imposed for entering 23 contracts of, when void 24 forfeiture of charter for entering 24 COMPETITION: trusts to prevent, prohibited. (See Trusts) 23, 24 CONSOLIDATION: of corporations, agreement for 18 written notice of, to be given to stockholders 18 consent of stockholders necessary 18 agreement to be signed, acknowledged and recorded 18 actions pending, not affected by 18 stockholder dissenting to be paid value of stock 18 CONSTITUTION: acceptance of provisions of, when necessary H, 20 CONSTRUCTION: ' ; of statutes, rules for 29 CONTRACTS: laws impairing obligation of 5 corporations may make 12 CORPORATION: term includes what 9 CORPORATORS: number required to form corporation 9 COSTS: security for, when required 29 DIRECTORS: of banks, liability for receiving deposits when insolvent 8 election, right of stockholder to vote 8 by-lawa adopted by 13 dividends not to be declared when insolvent 16 liability to creditors for 16 false statements and reports, liability for 16 violating provisions of law, liability for 16 number, term, qualifications 16, 17 majority a quorum 16, 17 election, when and how held 17 special meetings for 17 iXDEx TO ke:n^tucky. 35 DIRECTORS — (Continued) : Page. election, stockholders may vote by proxy 17 rights of stockholders to vote at 17 vacancy, how filled 17 divided into classes 17 consolidation of corporations, agreement for 18 acceptance of constitution by resolution 20 falsely swearing to statements 22 DISCOUNT: by corporations, when prohibited 22, 23 DISSOLUTION: of corporation, continuance of existence 19 oflicers to settle affairs 19 preferred stock to be first paid 20 DIVIDENDS: > not to be declared when insolvent 16 unlawful, liability of directors for 16 ELECTION OF DIRECTORS. (See Meetings; Directors.) ELECTIONS: corporations not to contribute to influence votes at 6 ELEVATORS: declared public warehouses 8 EMPLOYES: wages to be paid in money 8 EVIDENCE OF DEBT: corporation not to discount 22, 23 EXISTENCE, CORPORATE: articles to state duration of 10 dissolution on expiration of 19 FALSE: statements and reports, liability of directors for 16 entries in books and papers by officers 22 FEDERAL COURT: foreign corporation not to remove action into 21 FOREIGN CORPORATION: not to transact business within state on more favorable terms, etc 8 not to remove action to federal court 21 franchise tax, how assessed 26, 27 attachment, against, grounds for 28 for gathering news, regulations 31, 31 FORFEITURE: of charter for giving money to influence votes 6 of franchises, etc., for failure to begin business 20 for mis-use of powers, franchises, etc 20 of charter for entering trusts, etc 24 FRANCHISE: subject to revocation ^ state may take for public use ''' lease of, limited ° sale of, purchasers may incorporate 1" under decree of court 1" forfeiture, for failure to begin business 20 for mis-use of corporate rights, etc -0 usurpation of, action to prevent 29 by whom instituted 29 judgment of ouster 29 36 IKDEX TO KENTUCKY. FRANCHISE TAX: Page. levied on certain corporations 24 value of franchise, how ascertained 24 statement to be made, for ascertaining 25 on railroad, telegraph lines, etc., extending out of state 25, 26 on foreign corporations, how fixed 25, 26 notification to corporations 26 failure of corporation to make report 26, 27 in cities of the first and second classes 30, 31 GRANT: of exclusive privileges not to be made for public services 5 INCORPORATED: word to be contained in sign, etc 22 INDEBTEDNESS: highest amount, articles to state 10 INJURY, PERSONAL: right of action for 8 INSOLVENT CORPORATION: appointment of receiver for 22 receiver to receive books, etc., collect debts 22 LIABILITY: of stockholders for corporate debts 15 of directors for declaring dividends when insolvent 16 for false statements and reports 16 for violations of act 16 LIABILITIES: of corporations, officers or stockholders, not affected by sale, etc 19 LIEN: on stock, when corporation not to take 14 LOAN: of money by corporation, when prohibited 22, 23 MANAGERS. (See Directors.) MEETINGS: of stockholders, to elect directors 16, 17 notice of, how given 17 when to be held 17 special may be called, when regular not held 17 right of stockholders to vote at 17 for increase or decrease of capital stock 17 MORTGAGE: corporation may make 12 NAME, CORPORATE: articles to state 10 sign containing, to be posted at place of business 22 NEWS: corporations organized for gathering, regulations 31 , 32 OFFICE, PRINCIPAL: articles to state location 10 OFFICERS: articles to state by whom corporation is to be managed 10 corporation may elect or appoint 13 falsely swearing to statement or certificate 22 mutilation, destruction or false entries in books, etc 22 penalties for entering trusts, etc 23, 24 contracts of, when void 24 IXDEX TO KEXTUOKY. 37 ORGANIZATION TAX: Page, on incorporation and increase of capital 27 PASSES: free, to public officers unlawful 7 PERSON: term includes corporation 9 PLACE OF BUSINESS: all corporations to have within state 7. 20. 21 statement of location to be filed 21 of change of location to be filed 21 name to be printed on sign and posted at 22 PLEADINGS. verification of, by corporation 28 POOLS: general assembly to prevent 7 to regulate prices and prevent competition illegal 23 penalties imposed for entering 23 contracts of, when void 24 forfeiture for entering 24 POWERS, CORPORATE: exercise of, limited to charter and laws ■ 6 specified generally 11, 12 implied, for promotion of business 13 PREFERRED STOCK: to be issued for cash or equivalent 19, 20 dividends on, how paid 20 to be first redeemed on dissolution 20 PRICE: trusts to regulate, prohibited. (See Trusts) 23. 24 PRIVILEGE: subject to revocation 5 PROPERTY: if' private, not to be taken without compensation 5 municipal and other corporations may take 8 mortgage or pledge, corporation may make , 12 PROXY: right of stockholders to vote by 17 QUORUM: of directors, majority constitutes 16, 17 RAILROADS: rates, etc., regulated by general law 7 free passes to officers unlawful 7 consolidated with foreign, not to become foreign "i not to consolidate with competing lines • statement, where lines extend beyond state -^ REAL ESTATE: not necessary for corporate purposes, not to be held 20 RECEIVER: appointment of, for insolvent corporation 22 REORGANIZATION: • of existing corporation, under general law 17 REPEAL: of provisions of charter or articles inconsistent with law 21 of charters granted since 1856 23 REPORTS: false, liability of directors for 16 38 INDEX TO KENTUCKY. SEAL, CORPORATE: Page. corporation may have 11 fraudulently counterfeiting 22 SERVICE: i of summons. (See Summons) 27, 28 of notice on corporation 29 STATEMENTS: false, liability of directors for 16 swearing falsely to 22 STOCKS: not to be issued except for money, etc 6, 20 sale of, to pay installments 13 lien on, corporation not to take, when 14 shares, how transferred ^■^< 15 book, containing names of stockholders, etc 15 open to inspection 15 may be divided into common, preferred or deferred 19, 20 preferred, dividends on 20 to be first redeemed on dissolution 20 owned by municipal corporation, how voted 23 trust certificates of, sale of, unlawful 23 capital, amount, articles to state 10 one-half, to be subscribed before commencing business 13 subscriptions to, how paid 13 increase or decrease of, meetings for 17 statement of, to be recorded 17 not to affect liabilities 19 organization tax on 27 STOCKHOLDERS: right to vote for directors 8 names and addresses, articles to state ; 10 book containing names, etc 15 open to inspection 15 liability of, for debts of corporation 15 election of directors by 16, 17 may vote by proxy 17 right to vote at 17 consent to consolidation of corporations 18 purchase of stock, if dissenting to consolidation 18 STOREHOUSES: declared public warehouses 8 SUBSCRIPTIONS: to capital stock, how paid 13 opening books for receiving 13 installments, sale of stock to pay 13 SUB AND BE SUED: corporation may , . .v, 11 SUMMONS: service of, on corporation 27 when corporation has no agent within state 28 TAXATION: property not exempt except as provided in constitution 5 of corporate property 6 of franchises of corporations 24 value of franchise, how determined 24 statement of corporation, for ascertaining value of franchise. 25 where lines extend beyond state 25 of railroad, telegraph, etc., companies, in cities, etc 26 notification of values fixed to be given to corporations 26 IISTDEX TO KENTUCKY. 39 TAXATION — (Continued) : Page. certificate to county clerk of franchise taxable in county 26 property of corporation taxable as natural person 26 shares, when need not be listed 26 failure of corporation to make report 26, 27 on organization and increase of capital 27 franchises, in cities of first and second classes 30, 31 TELEGRAPH COMPANIES: may construct lines within state 7 to transmit each others messages "^ legislature may regulate "7 consolidated with foreign corporation not to become foreign 7 not to consolidate with competing line "^ statement, for determining franchise tax 25 taxed in each city, town, etc 26 TELEPHONE COMPANIES: to transmit each other's messages 7 not to consolidate with competing line 7 taxed on franchise in each district 26 TRANSFER: of shares of stock, how made 14, 15 not to release liability ;of stockholder 15 TRUSTEES. (See Directors.) TRUSTS: general assembly to prevent 7 to regulate prices and prevent competition illegal 23 penalties imposed for entering 23 contracts of, when void 24 forfeiture of charter for entering 24 VERIFICATION: of pleadings by corporation 28 WAGES: of employes paid in lawful money 8 WAREHOUSES: elevators and storehouses declared public 8 LOUISIANA, TABLE OF CONTENTS. CONSTITUTIONAL PROVISIONS. Page. Legislative department .5 General provisions a Revenue and taxation 6 Corporations and corporate rights 8 REVISED STATUTES. Attorney-general 10 Corporations • 10 Domicile 18 Governor 1*^ Offenses and quasi-offenses 19 Office, usurpation of 19 CIVIL CODE. Book I. Of Persons. TITLE X. OF CORPORATIONS. Ch. 1. The nature of corporations, etc 20 2. Rights, privileges and incapacities 20 3. Dissolution 23 CODE OF PRACTICE. Part I. Of Civil Actions. TITLE I. OF ACTIONS IN GENERAI<. Ch. 5. Who entitled to bring actions 24 6. Against whom actions may be brought 24 Part II. Rules in Civil Actions. TITLE I. OF PROCEEDINGS BEFORE COURTS OF ORIGINAL JURISDICTION. Ch. 2. Ordinary proceedings 24 10. Orders which courts may render - Sec. 4. Writ of quo warranto TITLE IV. OF PROCEEDINGS BEFORE JUSTICES OF THE PEACE. Ch. 1. Jurisdiction, civil LEGISLATIVE ACTS PASSED SUBSEQUENTLY TO 1870. 24 LOUISIANA. OO^^STITUTIOX OF LOUISIAFA- 1898. PROVISIONS RELATING TO CORPORATIONS. Legislative Department. Art. 48. General assembly not to pass local or special laws in certain cases. 49. Same. 50. Same: proviso. 51. Xo law shall fix price of labor. 58. Funds or credit of State not to be loaned. 59. Obligations of corporations not to be re- leased. General Provisions. Art. 166. Obligations of contracts and vested rights, inviolate. 167. Private property not to be taken with- out compensation. 176. Laws regarding arbitration shall be passed. 190. Trusts and combinations prohibited. Revenue and Taxation. Art. 228. Power to tax corporations not to be sur- rendered. 229. License tax upon corporations. 230. Exemptions. 242. Foreign corporations, taxation of. Corporations and Corporate Hights. Art. 2G2. Relative to forfeiture of charters. 2t>3. Corporations not to infringe on rights of individuals. 264. Foreign corporations shall have one or more known agents for process. 263. Business limited to that authorized by charter. 266. Stock or bonds not to be issued except for value. 267. Stock not to be increased except In pursuance of general laws. 268. " Corporations " defined. 269. Relative to bank officers receiving de- posits after bank is insolvent. 270. Taxes may be levied in aid of certain corporations, when. 271. Any railroad corporation may construct and operate a railroad in this State. And may intersect or cross any other railroad. 272. Railroads are public highways. 27o. Railroad corporation must have office for transaction of general business. 274. Consolidation of railroads. Not to affect jurisdiction. 275. General laws for creation of corporations shall be enacted. Legislative Department. Art 48. The general assembly shall not pass any local or special law on the follow- ing specified subjects: * * * Incorporating bridge or ferry companies, except for the erection of bridges crossing streams which form boundaries between this and any other State. * * * ***** Authoiizing the constructing of street pas- senger railroads in any incorporated town or city. Regulating labor, trade, manufacturing or agriculture. Creating corporations or amending, renew- ing, extending or explaining the charters thereof: Provided, This shall not ap])ly to municipal corporations having a population of not less than twenty-five hundred inhab- itants, or to the organization of levee dis- tricts and parishes. Granting to any corporation, association, or individual any special or exclusive right, privilege or immunity * * * * Exempting property from taxation. Filing the rate of interest * Laws impairing obligation of contracts pro- hibited. Art. 166. General laws for creating cor- porations shall be enacted. Art. 275; see art. 51. Art. 49. The general Assembly shall not indirectly enact special or local laws by the partial repeal of a general law; but laws repealing local or special laws may be passed. Art. 50. Xo local or special law shall be passed on any subject not enumerated in article forty-eight of this Constitution, un- less notice of the intention to apply therefor shall have been published, without cost to the State, in the locality where the matter or thing to be affected may be situated, which notice shall state the substance of the contemplated law, and shall be published at least thirty days prior to the introduction into the genernl .Tssciiilily nf sudi bill, and in the same manner provided by law for the advertisement of judicial sales. The evi- dence of such notice having been published, shall be exhibited in the general assembly LOUISIAI^A. General provisions; taxation — Const., Arts. 51, 58, 5f), 16G, 1G7, 176. 190, 228. before such act shall be passed, and every such act shall contain a recital that such notice has been {riven. Alt. 51. No law shall be passed fixing the price of manual labor. See art. 48. Art. 58. The funds, credit, property- or things of value of the State, or of any politi- cal coi"poration thereof, shall not be loaned, pledged or granted to or for any person or persons, association or corporation, public or private; nor shall the State, or any political coi-poration, purchase or subscribe to the capital or stoclv of any corporation or asso- ciation whatever, or for any pi-ivate enter- prise. Nor shall the State, nor any political corporation thereof, assume the liabilities of any political, municipal, pai-ochial, private or other corporation or association whatsoever; nor shall the State undertake to carry on the business of any such corporation or as- sociation, or become a part owner therein; Provided. The State, through the general as- sembly, shall have power to grant the right of way through its public lands to any rail- road or canal; * * * * [The State cannot give aid to company, except in certain cases and under certain limitations. State V. Burgess, 23 La. Ann. 226.] Art. 59. The general assembly shall have no power to release or extinguish, or to au- thoi'ize the releasing or extinguishment, in whole or in part, of the indebtedness, liabil- ity or obligation of any corporation or indi- vidual to the State, or to any parish or mu- nicipal cori)oration thereof; Provided, The heirs to confiscated propex'ty may be re- leased from all taxes due thereon at the date of its reversion to them. General Provisions, Art. 166. No ex-post facto law, nor any law impairing the obligations of contracts, shall be passed, nor vested rights be di- vested, unless for purposes of public utility, and for adequate compensation previously made. Special laws proliibited. Art. 48. No law shall fix price of labor. Art. 51. Laws shall provide for creation of corporations. Art. 275. [No fundamental change in charter, vitally af- fecting established rights, can be forced by the acts of the majority upon an unwilling stock- holder. Hoey V. Henderson, 32 La. Ann. 1069. Although corporations possess inherent power of dissolution at law, that right does not carry with it authority of impairing the obligation of con- tracts. Schleider v. Dieluian, 44 La. Ann. 462; s. c, 10 So. Rep. 934. The existing law of the State is a part of the contract, so far as applicable, in every act of Incorporation. State v. Gas Co., 2 Rob. 529. If charters be contracts, they are contracts which the legislature may, in certain cases, dis- solve. Palfrey v. Paulding, 7 La. Ann. 363. If an act amending a charter Involve the de- struction of a vested right, or impair an obligation. It will be declared void. Boisdere v. Banlc, 9 La. 511; Gas Co. v. Bennett, 6 La. Ann. 4.57. When a corporation is the mere creature of legislative will, the legislature may, at pleasure, modify its charter. Academy v. George, 14 La. 395. But where individuals are incorporated, with perpetual succession, and power to acquire prop- erty by donation or otherwise, such a charter is in the nature of a contract, which cannot be altered by a subsequent act of the legislature, contrary to wishes of corporators. Id.; Boylcin V. Shaffer, 13 La. Ann. 129. The capacity of contracting is generally within the power of the legislature in reference to future contracts; and remedies may be modified at its will. Hyde v. Banlj, 8 Rob. 416. Although a charter contains no provision for the liquidation of the corporation in case of its dissolution, the omission may be supplied by subsequent legislation, without impairing the ob- ligation of the contract between the State and the corporators, conceding the charter to be such. Haynes v. Carter, 9 La. Ann. 265.] Art. 107. Private property shall not be taken nor damaged for public puri^oses with- out just and adequate compensation being first paid. See art. 271. [It is not necessary to establish actual trespass or physical taking of the property itself; it is sufficient if property has been substantially damaged. Griffin v. R. R. Co., 41 La. Ann. 808; s. c, 6 So. Rep. 624. This article adds the requirement of compensa- tion for damage to private property to former re- quirement of compensation for the taking of property. The compensation in both cases is re- stricted to and measured by the value of the property itself, being the whole value when taken diminished by value when damaged. McMahou v. R. R. Co., 41 La. Ann. 827; s. c. 6 So. Rep. 640. Private property cannot be taken for public use without securing" to the owner the compensation the jury of freeholders find allowable. Calder v. Police jury. 44 La. Ann. 173; s. c, 10 So. Rep. 726. Companies incorporated for a particular object, without specifying their powers and mode of ob- taining the property of individuals, must proceed according to the general law. Mabire v. Canal Bank, 11 La. Ann. 86.] Art. 176. It shall be the duty of the gen- eral assembly to pass such laws as may be proper and necessary to decided differences by arbitration. Art. 190. It shall be unlawful for persons or corporations, or their legal representa- tives, to combine or conspire together, or to unite or ik)o1 their interests for the purpose of forcing up or down the price of any agri- cultural product or article of necessity, for speculative purposes; and the legislature shall pass laws to suppress it. See art. 205. Trusts prohibited by Act of 1892, at p. 28. B^venue and Taxation. Art, 228. The power to tax corporations and corporate property shall never be sur- rendered nor suspended by act of the gen- eral assembly. See art. 207. Property of corporation where assessed. R. S., §§ 733, 734. Foreign corporation, LOUISIANA. Taxation — Const., Arts. 229, 230. entry of corporation on assessment-roll, etc. R. S., §§ 735-738. See Revenue Act of 1888 at p. 26. Art. 229. The general assembly may levy a license tax, and in such case shall gradu- ate the amount of such tax to be collected from the persons pursuing the several trades, professions, vocations and callings. All per- sons, associations of persons and corpora- tions pursuing any trade, profession, busi- ness or calling, may be rendered liable to such tax, except clerks, laborers, clergymen, school teachers, those engaged in mechani- cal, agricultural, horticultural and mining pursuits, and manufacturers other than those of distilled, alcoholic or malt liquors, tobacco, cigars, and cotton-seed oil. No political coxTJoration shall impose a greater license tnx than is imposed by thegeneral as- sembly for State purposes. This restriction shall not apply to dealers in distilled, alcho- holic or malt liquors. The general assembly shall have authority to provide that municipalities levying license taxes equal in amount to those levied by police juries for parochial purjioses, shall be exempted from the payment of such paro- chial licenses. [Amount of license tax is regulated br Act 127, Laws of 1898.] License of corporations domiciled out of State. Art. 242. [A license is a tax, but not a property tax. Parish v. Brigham, 41 La. Ann. 665;. s. c, 6 So. Rep. 257. The Constitution contemplates two kinds of taxes, viz.: the property tax and the license tax. Tax Collector v. Ins. Co., 42 La. Ann. 428; s. c, 7 So. Rep. 599. The tax imposed on the gross receipts of foreign insurance companies by Act of 1886 is not a license tax, but a property tax. Id. A tax on " gross receipts " is not a tax on the " capital " or " capital stock " of the corporation; it is an " income tax." Id.] Art. 2.30. * * * * There shall also be exempt from parochial and municipal taxation for a period of ten years from the first day of January, nine- teen hundred, the capital, machinery and other property employed in mining opera- tions, and in the manufacture of textile fabrics, yarns, rope, cordage, leather, shoes, harness, saddlery, hats, clothing, flour, ma- cliinery, articles of tin. copper and sheet iron, agricultural implements, and furniture and other articles of wood, marble or stone; soap, stationery, inli and paper, boat build- ing and fertilizers and chemicals; Provided. That not less than five hands are employed in any one factory; Provided, That nothing herein contained shall affect the exemptions provided for by existing constitutional pro- visions. There shall also be exempt from taxa- tion for a period of ten years from the date of its completion anv railroad or part of 37 such railroad that may hereafter be con- structed and completed prior to January first, nineteen hundred and four; Provided, That when aid has heretofore been voted by any parish, ward, or municipality to any railroad not yet constructed, such railroad shall not be entitled to the exemption from taxation herein established, unless it waives and relinquishes such aid or consents to a resubmission of the question of granting such aid to a vote of the property taxpayers of the parish, ward or municipality, which has voted the same, if one-third of such property taxpayers petition for the same within six months after the adoption of this Constitution. And provided further. That this exemp- tion shall not apply to double trades, sidings, switches, depots or other improve- ments or betterments, which may be con- structed by railroads now in operation within the State, other than extensions or new lines constructed by such railroads; nor shall the exemption hereinabove granted apply to any railroad or part of such rail- road, the construction of which was begun and the road-bed of which was substantially completed at the date of the adoption of this Constitution. * * * * [The capital, machinery and material em- ployed in the manufacturing of cordage, rope and twine is exempt from taxation. VV'aterburv v Cordage Co., 42 La. Ann. 723; s. c, 7 So. Rpp.'783. Temporary interruptions in operation of factory employed in manufacturing articles above men- tioned do not sul)ject property and machinery em- ployed therein to taxation. Id. But where the factory is leased, and the object of the lease is to prevent the manufacture of the articles required to be manufactured to exempt their property or machinery from taxation, the object of the lease is in direct opposition to pro- vision of above article, and the property and machinery become subject to taxation. Id. From the fact that above article exempts for a time the capital, machinery and other property employed in the manufacture of machinery, etc., it does not follow that merchandise and cash assessed, and not affirmatively shown to have been thus employed, enjoyed the immunitv. Ivens V. Tax Collector, 42 La. Ann. 1103; s. c., 8 So. Rep. 399. Exemption laws are strictlv interpreted. Id. Capital, machinery and other property employed in manufacturing paper boxes are not exempt from taxation under above article. Washburn v. City, 43 La. Ann. 226; s. c, 9 .So. Rep. 37. So, also, capital employed in manufacture of " shoe uppers," Is not employed in the manu- factiu'e of " leather," nor of " shoes," and 13 not exempt. And manufacture of wire furniture is not exempt. Gast v. Assessors, 43 La. Ann. 1104; s. c, 10 So. Rep. 184. Articles manufactured in this State for agri- cultural purposes when more than five hands are employed, are exempt from taxation under above article. But articles and goods not manufactured here, and carried in stock with that manufactured here, are subject to taxation. Iron Works v. City. 44 La. Ann. .">4: s. c. 11 So. Rep. 3. The word " employed " means invested. State V. Assessors, 46 La. Ann. 859; s. c, 15 So. Rep. 384. The exemption from taxes of certain manufac- turing corporations held not affected by the fact that the.v also engaged in business distinct from manufacturing. Chemical & Fertilizing Co. v. Board of Assessors, 21 So. Rep. 31.] 8 LOUISIANA. Corporations and corporate rights — Const., Arts. 242, 262-267. Art. 242. Corporations, companies or asso- ciations organized or domiciled out of the State, but doing business tliereiu. may be licensed and taxed by a mode different from that provided for home corporations or com- panies; Provided, Said different mode of license shall be uniform, upon a gradiiated system, and said different mode of taxation shall be equal and uniform as to all such corporations, companies or associations that transact the same kind of business. License tax upon corporations. Art. 229. [Above article has no reference to domestic corporations. Citv v. R. R. Co., 41 'La. Ann. 519; s. c. 7 So. liep. 83.] Corporations and Corporate Rights. Art. 202. The general assembly shall not remit the forfeiture of the charter of any corporation now existing, nor renew, alter or amend the same, nor pass any general or special law for the benefit of such corpora- tion, except upon the condition that such corporation shall thereafter hold its charter subject to the provisions of this Constitution. Duties of attorney-general as to forfeiture. R. S., § 131. Charter forfeited for insolvency. R. S., § 6SS. Proceedings on forfeiture, R. S., § 731, Same by violation of charter. R. C. C, art. 447. Art. 263. The exercise of the police power of the State shall never be abridged nor so construed as to permit corporations to con- duct their business in such manner as to infringe the equal rights of individuals or the general well-being of the State. See R. C. C, art. 445. Art. 264. No domestic or foreign corpora- tions shall do any business in this State without having one or more known places of business and an authorized agent or agents in the State upon whom process may be served. See art. 273. Domicile of corporation. R. S., § 740. To file declaration of place of domicile. Act of 1890 at p. 27. [A corporation may be created by the laws of several States and become a distinct corporation la each, domiciled therein, and may be sued In such cases as a distinct corporation in the courts. Gulnauit v. R. R, Co., 41 La. Ann. 571; s. c, 6 So. Rei>. KA). Where a suit Is brought against a corporation In the courts of this State, and affidavit for re- moval alleges that the corporation is a citizen of another State, it Is insufficient in not stating that the corporation is not domiciled in Louis- iana. Id. Our Constitution does not deny to citizens of Louisiana the privilege of borrowing money from foreign corporations, nor does It prohibit such cor- porations from lending money to our citizens, provided only that such transactions are not made in the course of business carried on by tlie cor- porations In the State, without complying with the requirement of above article. Reeves v. Harper, 43 La. Ann. 516; s. c, 9 So. Rep. 104. Foreign companies do not, in appointing a board of directors to act as their agents, localize their business any more than those companies which manage their affairs thi-ough agencies not or- ganized into boards. Ins. Co. v. .\ssessors, 44 La. Ann. 7(J(i; s. c, 11 So. Rep. 91. A foreign corporation, authorized to contract In this State, nia.v contract according to its laws, where the charter contains no prohibition. Fra- zier v. AVillcox, 4 Rob. 517. if tlie State ciiooses to allow foreign corporations to transact business in their corporate name through agents, within our limits, it may attach any conditions it sees fit to the privilege. State V. Lathrop, 10 La. Ann. 398. It is a confusion of ideas to place foreign cor- porations on the same footing with domestic, or to claim for them the personal and constitutional rights of citizens of the several States of the Union. Id. The legislature may prohibit foreign corporations from contracting in the State: but until it does, contracts so made will be enforced. Frazicr v. Willcox, supra.] Art. 265. No corporation shall engage in any business other than that expressly au- thorized in its charter or incidental thereto, nor shall it take or hold any real estate for a longer period than ten years, except such as may be necessary and proper for its legitimate business or purposes. Charter to contain what. R. S.. § 685. Trusts and combinations prohibited. Act of 1892, at p. 28. [A corporation cannot subscribe for stock in another company whose objects are foreign to its own. Steamship Co. v. Dry Dock Co., 28 La. Ann. 173. The Investment of tlie profits of insurance com- panies in loans secured by mortgage cannot be considered as banliing business, and is not pro- hibited by law. Life Assn. v. Levy, 33 La. Ann. 1203. A corporation possesses only those powers which its charter confers, either expressly or as in- cidental to its existence. Bank v. Nav. Co., 3 La. Ann 294. The construction put upon a charter by acts ol stockholders themselves, where there is a doubt, is a safe rule of Interpretation, and will be fol- lowed, as in the case of conventional obligation. Purton v. Carrollton Co., 3 La. Ann. 19; Bank v. Guice, 2 id. 249; Bermudez v. Bank, 7 id. 62. If possible, every clause of a charter should be construed so as to harmonize with every other clause thereof. Mcintosh v. Merchants' Co., 9 La. Ann. 403. The act of Incorporation of a corporation limited must show the limitation. Lehman v. Knapp, 20 So. Rep. 674.] Art. 266. No corporation shall issue stock or bonds, except for labor done or money or property actually received, and all fictitious issues of stock shall be void, and any cor- poration issuing such fictitious stock shall forfeit its charter. Power to issue bonds secured by mortgage. R. S., § 692. Art. 207. The stock shall neither be in- creased nor decreased, except in pursuance of general laws, nor without consent of per- sons holding the larger amount in value of the stock, first obtained at a meeting of LOUISIANA. Corporations and corporate rights — Const., Arts. 268-275. stockholders to be held after thirty days' notice given in pursuance of law. Increase or decrease of capital stock. See Act No. 11, at p. 30. Art. 26S. The term corporation, as used in this Constitution, shall be construed to in- clude all joint-stock companies or associa- tions having any power or privilege not possessed by individuals or partnerships. " Corporation " defined. R. C. C, art. 427. Political and private corporation defined. R. C. C, art. 429. Civil and religious corporation de- fined. R. C. C, art. 431. [Companies whose stock is owned by private In- dividuals are essentially private corporations. State V. Gas Co., 2 Rob. 529.] Art. 269. It shall be a crime, the punish- ment of which shall be prescribed by law, for any president, director, manager, cashier, or other officer or owner of any private or public bank or banking institution or other corporation accepting deposits or loans to as- sent to the reception of deposits, or the cre- ation of debts by such banking institutions, after he shall have had knowledge of the fact that it is insolvent or in failing circum- starfces; any such officer, agent or manager, shall be individually responsible for such de- posits so received and all such debts so created with his assent. See R. C. C, art. 439. Art. 270. The general assembly shall have power to enact general laws authorizing the parochial, Avard and municipal authorities of the State, by a vote of the majority of the property ta:s:payers in number entitled to vote under the provisions of this Constitu- tion and in value, to levy special taxes in aid of pulilic improvements or railway en- terprises: Provided. That such tax shall not exceed the rate of five mills per annum, nor extend for a longer period than ten years; And provided further, That no taxpayer shall be permitted to vote at such election unless he shall have been assessed in the parish, ward or municipality to be affected for property the year previous. Art. 271. Any railroad corporation or as- sociation organized for the pun:)ose shall have the right to construct and operate a railroad between any points within this State, and connect at the State line vrith railroads of other States. Every railroad company shall have the right with its road to intersect, connect with or cross any other railroad, and shall receive and transport each other's passengers, tonnage and cars, loaded or empty, without delay or discrimination. See art. 167. Consolidation of railroads. Art. 274. Streets not to be used without consent of authorities. R. S., § 689. [The legislature has power to authorize build- ing of a railroad on a street of a city, and may directly exercise the power or devolve it upon the municipal authorities. Harrison v. Ry. Co., 34 La. Ann. 462.] Art. 272. Railways heretofore constructed, or that may hereafter be constructed in this State, are hereby declared public highways, and railroad companies common carriers. Art. 273. Every railroad or other corpora- tion, organized or doing business in this State, under the laws or authority thereof, shall have and maintain a. public office or place in this State for the transaction of its Inisiness. where transfers of stock shall be made, and where shall be kept for public inspection books in which shall be recorded the amount of capital stock subscribed, the names of owners of stock, the amounts owned by them respestively, the amount of stock paid, and by whom, the transfers of said stock, with the date of transfer, the amount of its assets and liabilities, and the names and places of residence of its officers. See- art. 264, and cross-references. Art. 274. If any railroad company, organ- ized under the laws of this State, shall con- solidate, by sale or otherwise, with any railroad company organized under the laws of any other State or of the United States, the same shall not thereby become a foreign corporation, but the courts of this State shall retain jurisdiction in all matters which may arise, as if said consolidation had not taken place. In no case shall any one consolidation take place except upon public notice of at least sixty days to all stoclv;holders, in such manner as may be provided by law. See R. S., § 684, subd. 2, and cross-references. Consolidation of manufacturing corporations. Act of 1874, at p. 2.5. Combinations and trusts prohibited. Act of 1892, p. 28. Art. 275. General laws shall be enacted providing for the i-reation of private corpo- rations, and shall therein provide fully for the adeqtiate protection of the public and of the individual stockholder. Special laws prohibited. Arts. 48-50. Formation of corporations. R. S., § 683. Same. Act of 1882, at p. 26. Formation of corporation for certain purposes. Act of 1888, at p. 26. 10 LOUISIANA. Attorney-general; formation of corporations — R. S., §§ 131, 683. REVISED STATUTES OF LOUISIAE-A- 1870. Attorney-General. Sec. 131. Duties of, regarding corporations. § 131. It shall be the duty of the attorney- general * * * to Institute proceedings against all banlciug or other corporations chartered bv the State, and situated in the first judicial district; to obtain the forfeiture of their charters in cases of violation of the same, where no provision has been made by law for the forfeiture of their charter; * ♦ * See Const., art. 262, and cross-references. [The writ of quo warranto Is only Issued In relation to the offices of corporations. Terry v. Stauffer, 17 La. Ann. 306. No one but the attorney-general can urge the forfeiture of a bank's charter. Riggin v. Bank, 18 La. Ann. 677. Before a suit for forfeiture of charter of any bank located in New Orleans can be entertained, it is indispensable that a petition praying for the forfeiture shall be presented by the attorney- general, or by the district attorney, or by them both. State v. Bank, 31 La. Ann. 836. A corporate charter can be forfeited only at the Instance of the State. In re Louisiana Savings Bank, 35 La. Ann. 196. Power to enforce forfeiture of charter is posses- sed by the State alone. Bank v. Dawson, 13 La. 606. Neither the forfeiture, until judicially decreed, nor the cause, can be inquired into collaterally. Id. A charter may be forfeited for misuse or abuse, but such misuse or abuse must be first iudicially ascertained. State v. Gas Co., 2 Rob. 529. President and directors, without stockholders' consent, cannot confess a forfeiture. But where, in a suit by the State, their answer does not deny the grounds of forfeiture alleged, they must be taken as true, and a forfeiture decreed. State V. Atchafalaya Co., 5 Rob. 63. A forfeiture cannot be declared by the legisla- ture; it Is a matter of judicial Inquiry and must be decreed by a court. Perry v. Clinton Co., 11 Rob. 404.] Corporations. Sec. 683. Manner of forming corporations; pur- poses for which may be formed. 684. Duration and general powers. 685. Every charter shall contain what. 080. Charter to be recorded and published. 687. Charter, how amended or dissolved. 688. Charter forfeited for insolvency. 689. Streets not to be used without consent of authorities. 690. Personal liability of stockholders. 691. Duty of corporations whose works cross public roads or navigable streams. 692. Power to borrow money by Issue of bonds secured by mortgage. 69.3^ Morttrane to l)o bindini; when recorded; right may be granted to convert bonds Into capital stock. 604. Copies of books and records shall be received in evidence. 695. Governor and mayor to cast vote of stock owned by State or city of New Orleans. 725. When a corporation may be sued In case of trespass. Sec. 731. "When charter forfeited, proceedings against corporation; liquidator to be appointed. 733. Property of corporations shall be as- sessed where. 734. Capital stock shall be assessed where. 735. Foreign corporations, provisions appli- cable to. 736. Statement by corporation to assessors. 737. Entry of corporations on assessment-roll. 738. Taxes a lieu. 740. Domicile of corporation must be In this State. 741. Meetings, elections, etc., to be held at place of domicile. § 683. (As amended April 10, 18S0..» It shall be lawful for any number of persons, not less than six, on compliance with the provisions following, to form themselves into, and constitute a corporation for the fol- lowing purposes, to wit: For the construc- tion, working and maintenance of railroads, canals, plankroads, bridges, fei-ries and other works of public improvement, whether within or without the limits of this State; to effect fire, marine, river and life insurance; to carry on manufactories of cotton, woolen, linen, silk and hempen cloths and cordage; to construct and caiTy on works to supply cities or towns with gas or water; to com- press cotton; to construct and carry on iron, brass and copper foundries; to construct and maintain dry docks or floating docks for the building or repairing of ships and other vessels; to manufacture iron, copper, lead or other metals, earthenware or stoneware, en- gines, cotton gins, machinery, paper, gun- powder, agricultvu'al implements; to establish companies for refining sugar, and for soa navigation by steam; to create lines of tele- graph, and to establish chemical laboratories and manufactures of all kinds; to open and work mines; to construct and maintain docks, steamships and other vehicles for the transportation of freight and passengers; for constructing and maintaining works of drainage, sewerage and land reclamation; and for the development of the agricultural resources of the State, and for the promo- tion of immigration, and generally all works of public utility and advantage. No such corporation shall engage in mercantile or in commission, brokerage, stock jobbing, ex- change or banking business of any kind. See Const., art. 275, and cross-references. Use of corporations. R. C. C, art. 428. Corporations defined. Const., art. 268. [Corporations are distinct from persons com- posing them, yet the latter have rights which they mav protect in courts. Knabe v. Ternot, 16 La. Ann. 1.5. Ownership of stock does not give stockholders any legal estate in corporate property. Morgan v. R. R. Co., 1 Woods (U. S.), 15; Sala v. New Orleans, 2 Id. 189. LOUISIANA. 11 Corporate powers — R. S., § 684. The property of an extinct corporation belongs to the Individual members. Burke v. Wall, 29 La. Ann. 39. A corporation may be formed for the business of establishing a wharf-boat and steam elevator at a river banl^. filon v. Breard, 35 La. Ann. 875. Parol testimony is inadmissible to show any- thing against or beyond what is contained in an act of incorporation. Packett Co. v. Brown, 36 La Ann. 13S. Franchises and corporate rights of a corporation and the means vested in it for the purpose of its existence, cannot bo granted away and trans- ferred by any act of its own or by any adverse proceeding, unless with the consent of the origi- nal grantor, formally expressed. R. B. Co. v. Delamore, 34 La. Ann. 1225. .A.nd in absence of any provision to that effect, either in charter or the general law, a franchise cannot be levied UDon for debts. Id. Corporations created under the general stat- utes of the State (sections 683 et seq.) have no power to create a corporation distinct and inde- pendent from themselves. Ins. Co. v. Harbor Co., 37 La. Ann. 233. Private corporations must be authorized by the legislature or established according to law. Wil- liams V. Masons, 38 La. Ann. 620. "Whether they have power to own stock In an- other corporation must be determined by charter. Kern v. Day. -15 La. Ann. 71; s. c, 12 So. Rep. 6. Incorporated trading companies are not part- nerships. The association of shareholders does not constitute a partnership according to the custom of merchants, nor within the principles of law established respecting joint traders. Pur- ton V. Carrollton Co.. 3 La. Ann. 19. Stockholders are like partners; when one fails to furnish his quota of stock and it is furnished by the others, he is chargeable for the advance M'ith interest. Bank v. New Orleans, 11 La. 217. The material distinction between a partnership and a corporation is found in the power of the latter to enact by-laws, the limited responsibility of the stockholders, and their rights, by trans- fer of shares, to introduce new partners into the association. Purton v. Carrolton Co., supra. The acts of corporate officers are admissible in evidence to prove the acceptance of an amended charter by an existing corporation. A written instrument or vote of acceptance on corporate books is not indispensable. It may be Inferred from other facts. Palfrev v. Paulding, 7 La. Ann. 363. Same person may fill position of president of two distinct corporations, and such Identity does not, of itself, invalidate dealings between the two corporations. Leathers v. Janney, 41 La. Ann. 1120: s. c, 6 So. Rep. 884. Proof of agency for a corporation may be made by parol, when not objected to. Marlatt v. Levee, etc., Co., 10 La. 586. In general, corporations can contract only in writing through their official agent, though their assent to certain contracts may sometimes be in- ferred from silence or acquiescence. Courtnay V. Ins. Co., 12 La. 233.] § 684. (As amended April 10, 1880.) " Said corporation stiall have power and authority, first, to have and enjoy succession by tlieir corporate name for the period expressed in their act of incorporation, not exceeding ninety-nine years; See R. C. C. art. 427. Corporate name must be adopted. R. C. C, art. 432. Right of succes- sion. Id.; art. 434. See corporate powers enu- merated in R. C. C, art. 433. [The right of succession is inherent to the na- ture of a corporation, and they transmit their successions and their rights of property. Wil- liams V. Masons, 38 La. Ann. 620.] Second, To contract, sue and be sued, in their corporate name; Consolidation of corporations, effect of. Const., art. 274. Duties of attorney-general regarding corporation. R. S., § 131. Copies of records as evidence. Id., § 694. When corporation may be sued for trespass. Id., § 723. Proceedings when charter forfeited. Id., § 731. To sue and be sued by corporate name. R. C. C, art. 432. Cor- porate powers, duties of officers. Id., art. 433, 439. May not bring an action for assault. Id., art. 442. Corporation cannot appear in court, when. Id., art. 446. To sue in corporate name. C. P., art. 112. Same. Id., art. 119. Petition, how served. Id., arts. 191-202. Quo warranto pro- ceeding.?. Id., arts. 867-873. Actions before jus- tices of the peace. Id., art. 1069. See Act of 1888, at p. 27. [A corporation not vet in existence cannot incur liabilitv, although the services rendered were to organize and put the same in successful opera- tion. Marchand v. L. & P. Assn., 26 La. Ann. 389. . , A private corporation is a person in law. quite as responsible for its contracts as natural per- sons are. Schleider v. Dielman, 44 La. Ann. 462; s. c, 10 So. Rep. 934. , ^ ^^ , Having onlv the powers conferred by their charters, corporations are not bound by contracts made by those not authorized to represent them. Seibrecht v. New Orleans, 12 La. Ann. 496. They have no higher rights than citizens, un- less specially granted, and are especially bound by the acts of their agents, as they can be bound iii no other wav. Municipality v. Cotton Press, 18 La. Ann. 246. . ,, , , . So they are bound by their attorney's admis- sions of record. Id. Their privileges and authority are commensu- rate with their duties. State v. Wilson, 6 U. S. ISO A corporation may sue for an infringement of its trade-mark. Oil Co. v. Scott, 33 La. Ann. 946. And mav sue on a bond given in favor of its president 'and directors to guarantee the faith- ful performance of the duties of an officer or agent. Bank v. Mills, 28 La. Ann. 736. t\nd be sued for injuries inflicted through the negligence, imprudence and want of skill of its servants. Carmenty v. Gulf Co., 5 La. Ann. .03. It may be made responsible for the acts ot a contractor who has become its agent. Boykin v. Shaffer, 13 La. Ann. 129. , - , „^^^. =« A corporation mav execiite a lawful power so injuriously and maliciously as to justify a ; AYalling v. Shreveport, 5 La. .Ann. 660. A bank held not liable for an unauthorized declaration br one of its officers. Etting t. Bank, 7 Rob. 4.W. Corporators cannot sue singly for the corpora- tion. What is due to the corporation is not due to the individuals composing it. Ross v. Crockett, 14 La. Ann. 811. A nienilier of a corporation, who is a creditor thereof, has same right as any other creditor to sue it and attach its property. Life Assn. v. Levy. 33 La. Ann. 1203. A private statute creating a private corporation Is not such a law as a court will take judicial cognizance of; it must be offered in evidence. Mandere v. Sav. Inst., 28 La. Ann. 415. Parol evidence when received to prove the charter of a corporation will be considered. Monaghan v. Hall. 18 La. Ann. 310. An exception that a petition of the corporation does not show that suit was authorized, would be overruled If affidavit accompanying petition discloses name of vice-president of the company, and affirms the truth of its allegations, the neces- sary inference being that the suit was apparently authorized. Lacaze v. Creditors, 46 La. Ann. 237; s. c. 14 So. Rep. 601. Comi)laint in an action against a corporation and its officer for personal injuries held insuffi- cient as against the officers. Hernv v. Bracken- ridge Lumber Co., 20 So. Rep. 221.] Third, To make and to use a corporate seal; [Use of seal not necessarv In appointment of agents. Fleckner v. Bank, 18 Wheat. (U. S.) 338. The seal itself is prima facie evidence that It was affixed by proper authority, but the court may look beyond the seal, affixed to a deed, signed by president and secretary, and If shown to have been affixed without authority of di- rectors, the deed will be declared void. Adams T. Creditors, 14 La. Aftri. Payment to a bank, like that to an Individual, may be proved by parol or otherwise, without the corporate seal. Mlllaudon v. Colla, 15 La. 213.] Fourth, To hold, receive, purchase and convey, under thoir con^orate name, prop- erty, both real and personal; See R. C. C, art. 433; Id., art. 436. [Corporations may hold real estate and receive legacies and donations. Williams v. Masons. 38 La. Ann. 620. If a corporation acquire property, even In a manner prohibited by law, the property Is not liable for debts of the vendor. Edwards y. Fair- banks, 27 La. Ann. 4.50. A corporation authorized to sell Its property Is In general authorized to mortgage It. In re Me- chanics' Soc, 31 La. Ann. 627. A stockholder has an interest to prevent sale of corporate property by persons having no legal power to sell. State v. Judge,' 31 La. Ann. 823. In absence of charter provision, no law prevents a corporation from selling all or any part of Its property. Leathers v. Janney, 41 La. Ann. 1120; 8. c, 6 So. Rep. S84. When one corporation sells property to another for a fixed price, to be paid In stock of the latter to be delivered to the former through its desig- nated oflicer. delivery of the certificate of stock to such officer or to another by his order, oper- ates a discliarge for the price. Id. AVhether a corporation has a right to own stock in another corporation Is determined by its charter. Kern v. Day, 45 La. Ann. 71: s. c. 12 So. Rep. 6. Corporations have, by our laws, same capacity as natural persons to take by devise. Milne v. .Milne, 17 La. 46. A bank may take a crop of cotton as security for a loan and sell it to reimburse the loan. De- loadi V. .Tones, IS La. 447. A corporation may, in course of its legitimate business, make a promissory note, though without express authority of its charter. Erode v. Ins. Co., 8 Rob. 244; Bank v. Xav. Co., 3 La. Auu. 294.] Fifth, To name and to appoint such man- agers, directors and officers as their interest and convenience may require; Corporation to appoint officers. R. C. C, art. 438. Election of officers. R. S., § 741. Usurpa- tion of office in corporation. C. P., art. 869. Court cannot iuquire Into election of officers, when. C. P., art. 873. Directors, see R. C. C, arts. 438, 439, notes. [Corporate seal not necessary In appointment of agents. Fleckner v. Bank, 18 Wheat. (U. S.) 338. President of a railroad company who superin- tends the putting up of a building for the com- pany cannot claim compensation therefor. Levisee V. R. R. Co., 27 La. Ann. 641. Officers who are not stockholders can only re- ceive their salary after payment of corporate debts. Cochran v. Dry Dock Co., 30 La. Ann. 1366. A bank is liable in damages for refusal, by its directors, to admit one entitled to subscribe for its stock to do so. Bank v. McDonough, 5 La. 07. A party so aggrieved may resort to an ac- tion for damages, which will be allowed for ca- pricious or improper conduct of the board, but not an honest error. Walden v. Bank, 6 La. 248. A stockholder who sells his stock, but is not released from his subscription is bound for In- stallments. Ins. Co. V. Gordon, 8 La. 176. If, after a sale of stock, an installment, pre- viously called In, becomes due, the vendor, who has been compelled to pay it, must be reim- bursed by the vendee. Gordon v. Parker, 10 La. 56. A party will be relieved from fraud and decep- tion, in depriving him of the right of subscrip- tion for shares in a corporation. Lallande v. Ins. Co., La. 326. A stipulation that a vendor shall transfer his stock on the books of a bank means only that he shall cause his vendee to be recognized as a stockholder on its books; the contract is com- plete when the act of sale is made under the authority, and the application to transfer ap- proved by a majority of the directors; and the vendee is bound to pay the bank an amount due on the stock, and assumed by him. Bank v. Desban, 2 Rob. 486. A purchaser of stock cannot annul the sale without putting his vendor In default, after quali- fying himself to receive that transfer by comply- ing with regulations prescribed for such trans- fer. .Tones v. Sidle, 5 Rob. 65. Measure of lia- bility for refusal to allow a transfer of stock, since depreciated, is the amount of the deprecia- tion at time of trial. Byrne v. Bank, Rob. 433. When the State is a stockholder it has the same rights as other stockholders, and no more. State V. Bank, 6 La. 750. Where charter provides for forfeiture of stock for non-payment of install- ments, such forfeiture is optional with the cor- poration. Gulf Co. v. Viavant, 6 La. Ann. 305. A subscriber cannot take advantage of informal- ities In his subscription, unless in case of fraud or error. Id. Where subscription is to be paid in Installments, obligation to pay same is suspended until calls are made. Purton v. Carrollton Co., 3 La. Ann. 19. AVhere stock is Issued in contravention of char- ter, a purchaser cannot set up such violation as LOUISIAXA. 13 Charter of incorporation — R. S., § 685. a flefense. Caual Bank v. Holland, 5 La. Ann. 363. Where not more than two calls are to be made in any stiecessive twelve months, the period is to be oaleulated from date of first call, so that three calls may be made in thirteen successive months, provided but four bo made in two years. Dink- grnvo V. Vioksburg Co., 10 La. Ann. 514. Parol declarations of officers of a company at time of subscription cannot invalidate it, unless they establish fraud on part of company, induc- ing error on part of subscriber. Vicksburg Co. V. McKean, 12 La. Ann. 6.38. The charter and the subscription constitute a contract between the corporation and its stock- holders. By this contract their mutual rights and obligations are fixed, and directors have no power to change it without stockholders' consent. Stark V. Burke, La. Ann. 341. The act of incorporation of a corporation limited must show the limitation. Lehman v. Knapp, 20 So. Rep. 674.] Sixth, To make and establish such "by-laws for the proper management and regulation of the affairs of the coi-poration as may be necessary and proper; Regulations of corporation binding on its mem- bers. R. C. C, art. 445. And any corporation established for drain- age, .sewerage and land reclamation may, by contract witli the owner of real property, duly recorded, have a privilege on said prop- erty for the price and value of the work doiie and facilities furnished." § GS.">. Evei-y charter of incorporation shall contain, first, the name and title of the cor- poration, and tlie place chosen for its domi- cile: second, a description of the purposes for which it is established, the nature of the business to be carried on, and the designa- tion of the officer on whom cititation may be served; third, the amount of the capital stock, the number of shares, the amount of each share and the time when and the man- ner in which payment on stock subscribed shall be made: fourth, the mode in which the elections of directoi's or managers sliall be conducted: fifth, the mode of liquidation at the termination of the charter. Not to engage in any business other than that authorized in charter. Const., art. 265. See R. S., ?§ 686-688. Charter, when forfefted. R. S., 5 731. Domicile of corporation. Id., § 740. Meet- ing and election of directors. Id., § 741. Name to be adopted. R. C. C, art. 432. Service of cita- tion. C. r., art. 191. [A corpnrntion cannot subscribe for stock in an- other company, foreign to the object of its own charter. Steamship Co. v. Dry Dock Co., 28 La. Ann. 173. If subscription books are closed by resolution of directors, no subscription can lawfully be made thereafter. State v. Gas Light Co., 24 La. Ann. 318. Provision in charter that no transfer of stock Shall be valid until entered in a book kept for that purpose, is intended for protection of the corporation, nnd of third persons purchasing with- out notice of any previous transfer, but as be- tween owner of the stock and his vendee, a transfer, not in conformity to such provisions, is sufficient to pass equitable title and divest the vendor of all interest in the stock. Black v. Zacharie, 3 How. (U. S.) 483. A transfer of stock regularly made on the books, and recognized by the directors, estops the com- pany from calling on the transferors for any as- sessment. Ellison v. Schneider, 25 La. Ann. 436. No compensation can be pleaded by a bank, based on the indebtedness of a stockholder, so as to prevent the transfer of his stock sold under execution by the sheriff. Although the by-laws passed by directors after the issuance of the stock prohibit a transfer when the stockholder is indebted to the bank. Bryon v. Kendall, 22 La. Ann. 99. AVhen the intention and spirit of a resolution to open subscriptions for stock is that the stock be paid for within the delay during which the subscription is open, a stockholder who has noti- fied his intention to subscribe before the delay, and made a tender of the amount after the delay allowed for subscription, cannot comiiel the company to deliver the stock. Hart v. R. R. Co., 30 La. Ann. 758. Stock of defendant in a private corporation having been declared forfeited, he cannot be called upon by the creditors for any unpaid bal- ance. Macauly v. Robinson, 18 La. Ann. 619. Even if penalty for non-payment of stock is its forfeiture, the corporation may enforce payment by suit as Ions as the stock is not declared for- feited. Steamship Co. v. Briggs, 27 La. Ann. 318. A stockholder, when sued on his stock note to pay the liabilities of an insolvent corporation, must, to be relieved, show that the contribution called for is not needed. Peychaud v. Weber, 25 La. Ann. 136. Plaintiff, M-ho was a party to all the proceed- ings for the distribution of certain shares of stock between the stockholders, cannot be listened to when urging technical irregularities in the proceedings, so as to enrich himself at the ex- pense of others. Bach v. Levee Co., 25 La. Ann. 228: Southworth v. Same, 30 id. Heirs of a stockholder cannot compel the com- pany to transfer their ancestor's shares in their nanie, without producing the original certificate, in accordance with the by-laws regulating the transfer of shares. State v. R. R. Co., 30 La. Ann. .308. Stockholders h.ave no right to enter into any combination to divest the company of its prop- erty and obtain it for themselves; they are enti- tled to no share of the capital stock until the debts are paid. Cochran v. Dry Dock Co., 30 La. Ann. 1365; Jackson v. Ludeling, 21 Wall. (U. S.) 616. Where charter requires stock to be paid for in cash, and that no certificate shall issue until such pavment is made, it is a sufficient compliance with the statute prescribing that the charter must set forth " the time when and the manner in which " the stock shall be paid for. R. R. Co. V. Frank. .39 La. Ann. 707; s. c. 2 So. Rep. 310. A bona fide sale of stock, coupled with a power of attorney to vendee to transfer it on books, is made complete by delivery to vendee of certificate. Not necessary that notice of sale should be served on the "corporation, or that an actual trans- fer should have been made on company's books. Smith v. Crescent, etc., Co., .30 La. Ann. 1.378. In order to make the pledge of a certificate of stock valid as to third persons, not necessary to give notice of the pledge to the company. Ins. Co. v. Marine, etc., Co., 31 La. Ann. 149. Where knowledge of a fact by a corporation Is necessarv, knowledge of president and other chief officers is sufficient. Id. A corporation cannot be held to knowledge of ownership of stock by any transfer of a certificate, merely because he, through an agent, voted at an election. Fried- lander V. Slaughter-House Co., 31 La. Ann. 523. Where certain stock of a corporation, standing on its books in the name of a judgment debtor, is seized and sold by the sheriff as the debtor's property, and a judicial tribunal, of competent jurisdiction, of last resort, after a fair contest in good faith by the corporation, orders the stock to be transferred to the purchaser under such seizure and sale, the corporation cannot be liable to the holder of the certificate of the stock, who took no steps to protect himself. Id. Liability of person refusing to surrender a list 14 LOUISIAXA. Charter of incorporation; forfeiture for insolvency — R. S., §§ 686-688. of suliscribprs to corporate stock, how determined. Brewin? Co. v. Boeblnger, 40 La. Ann. 277; s. c, 4 So. Rep. 82. , . <. ^ A corporation is bound to employ competent ana faithful transfer agents, and is responsible to stockholders for any negligence or fraud of such agents, to their injury. In case of illegal and unauthorized transfer of stock to a third person, the injured stockholder may contest the title of the transferee, contradictorily with both the lat- ter and the corporation; but he is not confined to this rcmedr. lie may sue the corporation alone for the value of his stock illegally trans- ferred. Woodhouse v. Ins. Co., 35 La. Ann. 238. Under article 2007 the mandate to sell must be " express and special." An attempt to imply authority to sell from other acts of agents of a different character, done without authority and vet approved by principal, is in the very teeth of the Code, nor do such facts operate as an estoppel. Id. In a certain sense shares of stock represent an interest in the corporate estate, and conveyance thereof is a conveyance of such interest. State V. K. R. Co.. 34 La. Ann. 947. The transferor of stock without representation of specification as to the particular property held by the corporation warrants only his title to the stock, and not the title of the corporation to the property held by it. Id. The value of stock cannot be recovered as the price thereof, where it is not shown that a con- tract to sell and purchase was entered into di- rectlv, or bv an authorized agent. Crossley v. Bank, 38 La. Ann. 74. No loss suffered by a stockholder will give rise to a claim for damages against directors, in con- senuence of a call authorized by charter. Suc- ces"sion of Woods, 80 La. Ann. 1002. A corporation is liable for damages caused by wrongful canceling of a certificate of its stock bv its president and secretary. Ins. Co. v. Ma- rine, etc., Co., 31 La. Ann. 149. Subscriptions to stock in company whose capi- tal is fixed at a certain sum and shares limited to a certain number, and whose charter provides for payment of shares as may be determined by directors, cannot be compelled to pay until whole capital has been subscribed and board has called for payment, unless it is shown that, by their acts, thev have waived their rights in this re- gard. R. R. Co. V. R. R. Co., 42 La. Ann. 370; s. c, 7 So. Rep. 627. Stockholders have an uncontrollable right to dispose of, at their pleasure, their shares. Tris- coni V. Winship. 43 La. Ann. 45; s. c, 9 So. Rep. 29. .\nd this, though they be members of board of directors. Id. In absence of fraud or demonstrable error, a subscriber for stock in a corporation cannot de- fend an action on his subscription by impeach- ing its existence and capacitv. Homestead Co. V. Linigan, 46 La. Ann. 1119; s. c. 15 So. Rep. 369. Secretary having stamped on certificates of stock that same were certified by him, and issued to the stockholders, will be estopped from proving that any of such shares were fraudulently issued without consideration. ^Yisner v. Delhi Co., 46 Ln. Ann. 1223; s. c, 15 So. Rep. 690. Thotich stock of a corporation after Its crea- tion may be held by a less number of sharehold- ers than the law would have required for organi- zation of the same corporation, the corporation continues to exist. In re Belton, 47 La. Ann. 1614: s. c. 18 So. Rep. 642. A subscription to stock by a mimicipal corpora- tion, tliough unauthorized by its charter, will be binding on it, if s\ibsequently sanctioned by the legislature. Municipality v. Theater Co., 2 Rob. 209. The dissenting votes of a few dissatisfied stock- holders will not be heard in the almost unani- mous assent of their feilow corporators to an amendment of tho eharter. Pollock v. Bank, 12 La. Ann. 228; Le Beau v. Bank, id. 231. A corporation which has acted under an amended charter and Issued bonds in accordance therewith, and i)ersons who linvo assumed sub- scriptions to the IncrcMscd capUni stock, will be estopped from denying validity of amended charter. Haynes v. Wall, 13 La. Ann. 258.] § 686. The charters of corporations, and the original subscriptions made for the pur- pose of organizing them, shall be recorded in the office of the recorder of mortgages, or other officer exercising his functions, at the place selected for the domicile of the cor- poration, and shall be published in a news- paper at its domicile once a week, at least for thirty days, but it shall not be necessary to publish the names of the subscribers; and any subscril)or may present the charter and subscriptions for record with the recorder of mortgages. Copies of records as evidence. R. S., § 694. [The failure, in forming a corporation, to ob- tain the authorization or certificate of the dis- trict attorney or judge, and to have the act .^f incorporation duly recorded, is not a mere in- formality, but a substantial omission which strikes the act of incorporation with nullity. Field V. Cooks, IG La. Ann. 154.] § 687. It shall be lawful for the stock- holders of any corporation, at the general meeting convened for that purpose, to make any modifications, additions or changes in their act of incorporation, or to dissolve it with the assent of three-fourths of the stock represented at such meeting; any such modi- fication, addition, change or dissolution shall be recorded as required by the preceding section. See R. S., § 685. § 688. They shall forfeit their charter for insolvency, evidenced by a return of no prop- erty found on execution; and in such case it shall be the duty of the district court, at the instance of any creditor, to decree such forfeiture, and to apjioint a commissioner for effecting the liquidation, Avhose duty it shall be to convert all the assets of the company, including any unpaid balance due by stock- holders on their shares, into cash, and to distribute the same under the direction of the court amongst the parties entitled thereto, in the same manner, as near as may be, as is done in cases of insolvency of in- dividuals. See Const., art. 262, and cross-references. Mode of liquidation to be contained in charter. R. S., § 685. Charter, when forfeited, proceedings, etc. R. S.. § 731. [Proceedings by one party to forfeit the char- ter of a corporation in the i)arish of New Orleans, does not divest the other district courts of juris- diction to entertain similar proceedings brought by other parties. State v. District Court, 20 La. Ann. 574. No one l>ut the attorney-general can urge the forfeiture of a bank's charter. Riggin v. Bank, 18 La. Ann. 677. Under laws of Louisiana, a corporation has no right to make a voluntary cession of its assets. .TefTries v. Iron Works Co., 18 La. Ann. 685; 15 id. 10. A eorporation cannot be dissolved by a simple resolution adopted by its members; nor can a ma- jority !)ase a deniiiiid foi- forfeiture of charter n su'-li a resoliitlnn. which, in contemplation of law. was a wronirfnl act, and as s\ich gives no right of action. Curien v. Santini, 16 La. Ann. 27. LOUISIAXA. 15 Liquidation on dissolution; use of streets — R. S., §§ 688, 689. A r-orporation may be dissolved, first, by an act of Ipgislature on certain conditions; second, by a forfeiture of its cliarter, judicially ascertained at the suit of the State. Id. A decree of a State court, declaring a charter forfeited, constitutes no bar to a proceeding in involuntary bankruptcy under the General Bank- rupt Law. Thornhill v. Bank, 1 Woods. 1. Property of an extinct corporation t)elongs lo the individual members. Burke v. Wall, 29 La. Ann. 39. The appointment of a receiver for a corpora- tion on an ex parte application, without even alleging its insolvency, is absolutely null and car- ries with it no right to receive the assets or revenues of the companv. Turgeau v. Bradv, 24 La. Ann. 348. Liquidators of a corporation, appointed by the stockholders, cannot be displaced by liquidators appointed bv the court; their election must first i be annulled. Follett v. Field. 30 La. Ann. 161. i As a general rule, courts have no jurisdiction ! to appoint rpceivers for corporations in absence of express statutory authority. Baker v. R. R. Co., 34 La. Ann. 754. \ In absence of any provision to that effect, either In the general law or charter, a franchise cannot be levied upon for debts. R. R. Co. v. Delamore, 34 La. Ann. 122.5. A creditor of a corporation, suing to forfeit its charter on ground of its insolvency, must, be- fore he can demand the provisional appointment of a receiver or judicial sequestrator, under above section, prove that the corporation is the special kind of a corporation subject to a forced liquida- tion under that section. Bothick v. Society, 31 La. Ann. 63. Where a petition is filed, praying for certain al- leged reasons, the forfeiture of the charter of a banking corporation, an order of court, which does not decree the forfeiture, but which merely ap- points commissioners to take charge of the cor- porate assets, cannot be construed as directing the liquidation of the affairs of the corporation. State V. Judge, 31 La. Ann. 823. When a jtidgment dissolving a corporation, for- feiting its charter and recognizing the liquidators appointed by the company, and authorizing them to act, will not be disturbed in the absence of anv complaint bv either creditors or stockholders. State v. Coach Co., .35 La. Ann. 245. The appointment of a receiver for a corporation on an ex parte application, without even alleg- ing its insolvency, is absolutely null and carries with it no right to receive the assets or revenues of the companv. Turgeau v. Brady, 2A La. Ann. 348. Liquidators of a corporation, appointed by the stockholders, cannot be displaced by a liquidator appointed by the court; their election must first be annulled. Follett v. Field, 30 La. Ann. 161. The appointment of a judicial sequestrator to wind up affairs of a loan and pledge association is illegal. Mahan v. Benton, 30 La. Ann. 1401. The court may, on its own motion, appoint a liquidator or receiver of a corporation, where its charter makes no provision for its liquidation and the necessity for its liquidation shall arise. In re Mechanics' Society, 31 La. Ann. 627. When a foreign corporation has been decreed Insolvent, and an assignee or trustee appointed to it under the laws of and in the State where it was created, the assignee or trustee so appointed has the right to sue for the assets of the insolvent corporation, and stand in judgment in the courts of Louisiana. Life Assn. v. Levy, 33 La. Ann. 1203. Courts of this State are not without jurisdiction over subject-matter of appointing receivers to cor- porations; but they should exercise such juris- diction only in proper cases. Where charter vests the liquida"tion in the stockholders, through com- missioners elected by them, and where the stock- holders consent to appointment of receivers by the court at suit of creditors praying therefor, the judgment of the corporation appointing such receivers will not be disturbed on the appenl of creditors. In re Savings Bank. .35 La. Ann. 106. Where a court has appointed a person receiver, who absents himself and fails to file the bond re- quired under order of court, it is within discretion of the court to remove him and appoint another. Id. Appointment of a receiver to a corporation by one district court, when it appears that the mat- ter of the liquidation of the same corporation was pending In another court for the same parish, is the act of a court without jurisdiction over the subject-matter, and is, therefore, absolutely null and void. Weymouth v. Roselius, 36 La. Ann. 527. A court is without authority to order the liquidation of a bank, and the transfer of its as- sets to the commissioners until the propriety of such an order has, on proper inquiry, been ju- dicially ascertained. State v. Bank, 31 La. Ann. 836. Corporations have no right, under laws of Louisiana, to make a voluntary cession of their assets. Jeffries v. Iron Works Co., 18 La. Ann. 685; 15 id. 19. A corporation cannot be dissolved by a simple resolution adopted by majority of its members; nor can the majority base a demand for forfeiture of its charter on such a resolution which, in contemplation of law, was a wrongful act. and as such gives no right of action. Curien V. Santini, 16 La. Ann. 27. Although corporations possess inherent power of dissolution at law, that right does not carry with it authority of impairing the obligation of con- tracts. The liquidation, while it deprives cred- itors of power to compel specific performance, leaves an equitable remedy for the recovery of damages unimpaired. Schleider v. Dielman, 44 La. Ann. 462; s. c, 10 So. Rep. 9-34. Above section does not authorize forfeiture of charter of the corporation and appointment of a receiver by ex parte order without notice. The statute discussed and construed. Ober v. Mfg. Co.. 44 La. Ann. 570; s. c. 10 So. Rep. 792. The cessation of a corporation cannot be brought about by an application on its own behalf nor by creditors acting adversely and under a re- spite improvidentially granted. Lumber Co. v. Creditors, 19 So. Rep. 136. Shareholders of a corporation who carried on a commercial partnership in addition were not excused from liability as partners because of their holding stock. Lehman v. Knapp, 20 So. Rep. 674. A creditor of a corporation held not estopped from holding the shareholders personally liable after ascertaining that they were liable as com- mercial partners. Id. Where the corporate business was ended, though the company was in the hands of liquida- tors, one of the proprietors was held entitled to sequestration or other conservator writ. Eltring- ham V. Clarke, 21 So. Rep. 547. When the articles prescribe the manner of winding up the corporation, they should be fol- lowed. Pringle v. Construction Co., 21 So. Rep. 515. . . ,. Action of majority of members m wmding up the company held valid. Id.] § 689. (As amended April 10, 1880.) No railroad, plankroad, canal or -works of drain- age, sewerage and land reclamation shall be constrncted throngh tlie streets of any in- corporated city or town. AA'ithout the con- sent of the municipal council thereof: and such council giving such consent to any cor- poration formed for the purpose of drainage, sewerage and land reclamation may, in the interest of public health and cleanliness, pass all needful ordinances and police regu- lations to make effective the plan of sewer- age and drainage it may so adopt, with ref- erence to all houses and lands within the municipal limits. See R. S.. S 691. 16 LOUISIANA. Liability of stockholder; issue of bonds — R. S., §§ G90-692. § 090. No stockholder shall ever be held liable or resiK)Usible for the contracts or faults of such corporation in any furtlior snni than the nnpaid balance duo to the company on the sliarcs owned by hlni; nor shall any mere informality in organization have the effect of rendering: a charter mill or of exposing a stockholder to any liability beyond the amount of his stock. Sec R. C. C. art. 437. [A corporation is not a partnership; the mem- bers can only be compelled to pay the corporate creditors the amount due by them to the cov- poration. Monaghan v. Hall, 18 La. Ann. 310. But stockholders in a corporation which was defectively organized are individually liable as partners for a tort committed by such de facto corporation. Vredenburg v. Behan, 33 La. Ann. 627 Agreements between officers and stockholders are not binding on creditors. Peychaud v. Hood, 23 La. Ann. 732. No act or contract on part of stockholders can defeat rights of corporate creditors, and they are bound to pay the full price of the shares subscribed by them. Same v. Lane, 24 La. Ann. 405. The members of a corporation to transport persons and property are not liable individmlly or in solido for debts of the corporation. Rein- hold v. Ludeling, 29 La. Ann. 5.52. Members of a corporation are not liable to be sued, as Individuals, for corporate debts. Glen V. Breard. 35 La. Ann. 875. The rights and duties of stockholders grow out of the contract of subscription for stock. Chase v. Bank, 44 La. Ann. 69; s. c, 10 So. Rep. 379. A stockholder of an insolvent corporation can- not, by a donation to an insolvent person, escape liability for his unpaid stock. Mandiou v. Ins. Co., 11 Rob. 177. Where a transfer, though absolute on its far-e. Is not so made as to preclude a party, who Itns retransf erred it, from showing that "it was in- tended only as security, he will not be liable to company's creditors for a balance due on the stock. Id. A stockholder cannot avail himself of the mis- behavior of the corporation to avoid his own con- tract. Municipality v. Theater Co., 2 Rob. 209. One who signs an agreement to take stock, thereby promises to pay the full amount of every share; and an action lies to recover it. either to carry on business or to pay company debts. Cu- culla v. Ins. Co., 2 Rob. 57. He cannot avail himself of his own neglect to pay a required installment at time of subscrib- ing. This might authorize his subscription to bo annulled, but cannot shield him from its p-iy- ment. Red River Co. v. Young, Rob. 39. A stockholder, sued on his note for stock, can- not urge any informality in the organization of the corporation, or the unconstitutionalitv of its charter. Pascagoula Co. v. West, l."} La. Au'j. 545. Where stockholders refuse to elect directors, or elect those who will not call in stock to pav debts, any creditor may compel such stockholders to pay in so much ns may be necessary to pay debts. Cusulla v. Ins. Co., 2 Rob. 57. A corporation can never be dissolved by a r >- fusal to pay stock, by non-user, or otherwise, so as to defeat the rights of creditors. Brown v. Ins. Co., 3 La. Ann. 177. Where forfeiture of stock of delinquent stock- holders Is a means given the company for its own protection, without its action, thev are not disfranchised, and may be garnished bv "judgment creditors of the corporation. Brode v. Ins Co 10 Rob. 440. Stock transferred to another, to enable him to raise money thereon, Is liable to the execution of his creditors. Page v. Poree, 3 Rob. 439. Creditors are entitled to the whole stock to secure any judgment against the corporation, an 1 the latter cannot, by any act to their prejudice, liberate stockholders from the full amount of their subscriptions. Brode v. Ins. Co., 10 Rob. 440. rnautliorized forfeiture Ijy a board of a stock- holder's share docs not destroy the lat tor's lia- bility to creditors. Dixon v. Ins. Co., 11 Rob. 2.53. Where no period Is fixed by charter for pay- ment of a subscription, a creditor who wishes to enforce payment of a balance due must resort to a direct action. Brown v. Ins. Co., 3 La. Ann. 177. Reduction of stock to the amount paid in at a certain period, accepted by stockholders, will exonerate them from liability beyond the re- duced stock, as to subsequent creditors. Hep- burn V. Bank, 4 La. Ann. 88; Palfrey v. Pauld- ing, 7 id. 303; Stark v. Burke, 9 id. 341.] § G91. In all cases whei*e railroads, plank- roads or canals shall cross any hi.sihway. the corporation sliall so coustrnct tlie works as not to hinder, impede or obstruct its safe and convenient use; and in all cases where railroads, planlcroads or canals shall be con- structed or dug across any plantation or land in cultivation, or that may be cultivated, the corporation shall so construct the Avork as not to liinder. impede or obstruct tlie drain- age of the land; and if any railroad or plank- road shall, in its course, cross any tide waters or navigal)le rivers or streams, the company may erect for the sole and excbi- sive use of such railroad or planlvroad. the bridges required for crossing, but such bridges shall be so constructed as not to obstruct or necessarily impede the naviga- tion of said waters or streams. Railroad corporation may construct. Const., art. 271; see R. S., § 689. § (592. (As amended July 7, 1894.) Any railroad, plankroad. turnpike, canal, elevator, or warehouse, company, for drainage. soAver- ago. land reclamation and levee l)uilding, water works or electric liglits and power company, or any bridge company or bridge and raihA'ay company, establislied under the laws of this State, whether under and by special or general act, may borrow from time to time such sums of money as may be required for construction, repair oi- ac- quisitions of property, or franchises, and for tills purpose may issue lioiids or other obliga- tions, secured by mortgage, or jiledge. as the case may be, of the franchises and all the property, real and personal, and incomes, revenues, contributions and receipts of said companies, and payable in such terms and such times and places as the board of direct- ors, trustees, managers or commissioners may direct or designate, with power to sell, pledge or otherwise dispose of said lionds on such terms as the companies respectively may direct or deem expedient. See Const., art. 266. [Upon sale of the property and franchises of a corporation, under a decree founded upon a mort- gage, or under a process upon a money judgment. Immunity from taxation provided for" in the act of lncori)oration does not accompany the property In its transfer to the purchaser. Alorgan v. Louisiana, 93 U. S. 217. LOUISIANA. 17 Mortgages, etc.; forfeiture of charter; taxation — R. S., §§ 693-695, 725, 731, 733-735. Purchasers of all the rights and franchises of a corporation do not, for that reason, become in- vested with the corporate powers of the vendee. An obligation Issued by such purchasers under the style of the vendee will bind the purchaser Individ'ually. Chaffe v. Ludeling, 27 La. Ann. 610. An insurance company, with power to convert bonds and stocks into cash when needed to pav risks, has right throtigh its president to borrow money and pledge said stock as collateral secu- rity. Bezou V. Pike, 23 La. Ann. 788.] § 693. A mortgage made l>y any company, as aforesaid, shall be binding in the sevi>ral parishes through which a railroad may pass by the record of the mortgage in the parish where the principal office or domicile of the company may be located, and such mort- gage need not be reinscribed to continue it in force. The president and directors of any company may confer on the holder of any bond or bonds issued for money for the use of said company the right to convert the principal due thereon into the stock of said company at any time, not exceeding ten years from the date of said bond or bonds, under such regulations as the president and directors may adopt; Provided, That nothing In this act shall be so construed as to au- thorize an increase in the capital stock of any railroad company. § 694. Copies of all the books and records kept by the several railroad companies in this State, including extracts from the stock books and minutes of the proceedings of the directoi*, certified by the secretaries of said companies, under the seal of the company, shall be received in all the courts of this State as evidence in place of the originals. See R. S., § 684, subd. 2, and cross-references. [Parol evidence is admissible to show the reso- lutions of a corporation, when the same have not been entered on the minutes. Donnelly v. Church, 26 La. Ann. 738. Stockholder has legal right to Inspect corpo- rate books. Legendre v. Brewing Assn., 45 La. Ann. 669: s. c. 12 So. Rep. 837. But the error of the secretary in refusing to permit him to inspect the books is not of itself ground for damages against the corporation. Id. Prayer of a person for a mandamus to compel an inspection of corporate books will be refused when no just or useful object is alleged or proved, and it is not shown in what way the interests of the corporation or the public are to be promoted. Hatch V. Bank, 1 Rob.. 470. Omissions in corporate minutes may sometimes be supplied by parol testimony. Vicksburg Co. V. Ouachita, 11 La. Ann. 649; Prothro v. Minden Sem.. 2 id. 939. Stockholder in a bank Incorporated under the Free Banking Law has a right, at proper hours, to inspect the discount book, to see whether business Is being properly conducted. Cockburn T. Bank. 13 La. Ann. 289.] § 695. The governor of the State of Louisi- ana and the mayor of the city of New Orleans be, and they are hereby, authorized and required to cast the vote of the stock owned by the State of Louisiana and the city of New Orleans, respectively, in all meetings of stockholders for the election of directors of said companies, in the same manner and to the same extent as indi- viduals and private stockholders vote therein. Meetings, elections, etc. R. S., § 741; see R. S., § 1660. [Officers of a corporation have no right to vote on the shares held bv it. Monsseaux v. Urqu- hart, 19 La. Ann. 485.] § 725. In all cases where any corporation shall commit trespass or do anything for which an action for damage lies, it shall be liable to be sued in the parish where such damage is done or trespass committed. See R. S., § 684, subd. 2, and cross-references. § 731. Whenever the chai"ter of any corpo- ration in this State shall be decreed forfeited by any competent court, the district attorney of the district shall forthwith inform the governor of the fact, who shall thereupon appoint a liquidator to take charge of and liquidate the affairs of the corporation, as in case of insolvencies of individuals. In case of death, resignation or removal of any liquidator so appointed, the governor shall fill the vacancy: and in ca.se of refusal of any person appointed to act as liquidator, he shall appoint the district attorney of the dis- trict, who shall be dispensed with giving bond and security. This section shall not apply to banking or other corporations whose liquidation is otherwise provided for by law. See Const., art. 262, and cross-references. Char- ter forfeited for formation of trust. Act of 1802, at p. 28. [The property of an extinct corporation belongs to the individual members. Burke v. Wall, 29 La. Ann. 39.] § 733. The pi-operty, real or personal, of all incorporated comimnies liable to taxation, except capital stock, shall be assessed in tlie parish in which it may be, in the same' man- ner as that of individuals. See Const., art. 228, and cross-references. § 734. The capital stock, not invested in real estate, of every incorporated compa)iy. liable to taxation, shall be assessed in the parish where the principal office or place for tran.sacting the financial concerns of the company shall be, or if the company have no such office, then in the parish where the operations of the company shall be carried on, or its agents shall keep their place of business. See Const., art. 228, and cross-references. § 735. AYhen the company is not incorpo- rated in this State, but is doing business thi'ough an agent, it shall be subject to all the provisions of preceding sections, except that it shall not be assessed on its capital stock, but shall be asses.sed on all its prop- 18 LOUISIANA. Taxation; meetings — R. S., §§ 736-738, 740, 741, IGGO. erty owned, held or due iu this State, whether it consists in real or personal estate, money, bills of exchange, bonds, notes or accounts, or other evidences of debt. See Const., art. 228. Foreign corporation to forfeit charter, when. Act of 1892, at p. 28. [A foreign corporation having an agent, and placing monev in bank, subject to his check, held liable to taxation on such fund. Banana Co. v. Board of Assessors, 21 So. Rep. 627.] § 73G. The president, cashier, secretary, or agent of any money or stock corporation, whether incorporated by this State or any of the United States, or by a foreign govern- ment, shall, on or before the first day of March in each year, make and deliver to the State collectors or assessors, or one of them, of the parish or district in which such com- pany is liable to be taxed, according to law, a written statement, specifying under oath: First. The real estate, if any, owned by sucli company, wlieii the same Is situated in this State; Second. The capital stock actually paid in and not invested in real estate; Third. The place of its principal business, or where its principal operations are carried on in which it is liable to be taxed. See Const., art. 228. [Liability of person refusing to surrender a list of subscribers to corporate stock, how deter- mined. Brewing Co. v. Boebinger, 40 La. Ann. 277; s. c, 4 So. Kep. 82.] § 737. The State collector or assessor shall enter all incorporated companies, from which sucli statements shall have been received by them, and the property of such companies, in the assessment-roll in the following man- ner: In the first column they shall enter the name of tlie company liable to taxation on its capital or otherwise; in the second column, the quantity of real estate owned by the company and situated in their parish or district; in the third column, the actual value thereof, estimated as in other cases; in the fourth column, its capital stock paid in and its value, (to be ascertained by the assessor or State collector, by the sales of its stock, or in any other manner, and not invested in real estate, situated within the State, and then Itelonging to it); in the fifth column, they shall put the aggregate value for wldch the company is liable to be taxed, which value, thus ascertained, shall be levied, ex- cept as is provided by law. See Const., art. 228. § 738. All licenses and taxes assessiMi by law on the property of any person, firm, company or corporation, are hereby declared a lien and privilege on tlie real property of such person, firm, company or corporation for his or tlieir entire tax, any alienation thereof or incumbrance thereon notwith- standing; and shall exist in favor of the State and parish for the amount of taxes assessed, and shall be paid by preference to all mortgages and incumbrances. See Const., art. 228, and cross-references. § 740. Every corporation organized, or which may hereafter be organized under and by virtue of any law of this State, shall establish its domicile at some place within the State of Louisiana, and not elsewhere. See Const., art. 264, and cross-references. [A corporation created under laws of a sister State has right to sue and stand in judgment In courts of Louisiana. Life Assn. v. Levy, 33 La. Ann. 1203.] § 741. Every such corporation shall, from and after the passage of this act, hold all its meetings for the ti-ansaetion of bus^iness appertaining to Its corporate purposes or capacity, whether of its stockholders at large, for election of officers, or otlier pur- poses, or of its directox's, managers, trustees, or other officers charged with the direction of its affairs, at the place of domicile of said corporation, and any such meeting held elsewhere, and any business transacted at any meeting held elsewhere, shall be unlaw- ful and of no effect. See R. S., § 6S4, subd. 5. Vote of stock owned by State cast by whom. R. S., § 695. Act of majority, act of whole. R. C. C, art. 444. [When a resolution of stockholders ratifying sales of corporate property is produced, officers who urge the Invalidity of the ratification, be- cause the meeting was illegally called, must show such illegality. Dunn v. Building Co., 8 La. 488.1 Domicile. Sec. 1205. Corporations to establish their domi- cile in Louisiana. 1206. Meetings, elections, etc., to be held at place of domicile. § 1205. (Identical with section 740.) § 120G. (Identical with section 741.) Goverilor. Sec. 1660. Governor of Louisiana and mayor of New Orleans to vote stock owned by State or city. § 1G60. The governor of the State of Louisi- ana, and the mayor of the city of New Orleans be, and they are hereby author- ized and required, to cast the vote of the stock owned by the State of Louisiana, and the city of Now Orleans respectively, in all meetings of stockliolders for the election of directors of said companies, in the same manner and to the same extent as individual and private stockholders vote therein. See R. S., § 695. LOUISIANA. 19 Trespass; usurpation of, and intrusion in office — K. S., §§ 2581, 2593-2596, 2601-2605. Offenses and Quasi Offenses. Sec. 2581. When a corporation may be sued in cases of trespass. § 2581. In all cases where any corporation shall commit trespass or do anything for which an action for damage lies, it shall be liable to be sued in the parish where such damage is done or trespass committed. See R. S., § 725. Office. TJsnrpation, Intrusions into, and Unlawful Holding of Office. Sec. 2593. How Information shall be brought. 2594. Duty of district attorney and attorney- general. 2595. Service and answer. 2596. Interested person shall be Joined with the State. 2601. All claimants may be joined in one ac- tion. 2602. Defendant liable in damages. 2603. Repealing clause. 2604. Appeals. 2605. Trials for summary. § 2593. An action by petition may be brought before the proper district court or parish court by the district attorney or dis- trict attorney pro tempore, and for the parish of Orleans by the attorney-general or any other person interested, in the name of the State, upon his own information or upon the information of any private party against the party or parties offending, in the following cases: First. When any person shall usurp, in- trude into or unlawfully hold or exercise any public office or franchise within this State; or Third. When any association or number of persons shall act within this State as a cor- poration without being duly incorporated. See Const., art. 262, and cross-references, and note to R. S., § 131. [Sections 2593 et seq. do not provide for for- feiture of charters at instance of private persons, even when they are parties interested. State t. Atty.-Gen., 30 La. Ann. 954.] § 2594. In the cases mentioned in section 2593 it is hereby made the duty of the dis- trict attorney or district attorney pro tem- pore of the parish in wliich the case arises, and for the parish of Orleans of the attorney- general, to bring action against the offending party or parties, when so required to do. § 2595. Service shall be made in such cases as are provided for in the foregoing sections, the same as in other civil suits, and the answer of the defendant shall be filed within the legal delays as in other suits; such cases to be tried by preference over all other cases, without being fixed for trial after issue joined. § 2596. When an action shall be brought by virtue of the provisions of this act by the district attorney or district attorney pro tempore or the attorney-general, as the case may be, on the relation or information of any person interested, the name of such per- son shall be joined with the State as plain- tiff. § 2601. When several persons claim to be entitled to the same office or franchise, one action may be brought against all such per- sons in the same action in order to ti*y their rights to such office or franchise. § 2602. When defendant, whether a person or a corporation, against whom such action shall have been brought, shall be adjudged guilty of usurping or intruding into, or un- lawfully holding or exercising any office, franchise or privilege, judgment shall be rendered that such defendant be excluded fi'om such office, franchise or privilege, and also that the plaintiff recover costs against such defendant, and such damages as are proven to have been sustained. § 2G03. All laws or parts of laws in this State touching on the subject of quo war- ranto, conflicting directly or indirectly with any of the provisions of tliis act, be and the same are hereby repealed. § 2604. Appeals to the supreme court may be taken from any of the actions provided for in the foregoing sections, the same as In other cases. But all such cases shall take preference when they come before the su- preme court over all other cases in the order of trial, and shall be made returnable to the supreme court, either in New Orleans or at one of its sessions in the country, on motion of either of the parties. § 2605. All the cases coming under the provisions of this law may be tried before a judge of the district in chambers, or at a special term called by said judge on legal notice being given the parties interested; and if required by either party, the judge may order a special jury, to be summoned according to law, to try such case. 20 LOUISIANA. Classification of corporations; corporate name and powers — Civ. Code, Arts. 427-433. CIVIL CODE OF LOUISIANA- 18T0. Book I. Of Persons. TITLE X. OF CORPOUATIOXS. CHAPTER I. Of the Nature of Corporations, of their Use and Kinds. Art. 427. " Corporation," defined. 428. The use of corporations. 429. Corporations are of two kinds, political and private. 430. Also, either civil or religious. 431. Civil and religious corporations defined. Art. 427. A corporation is an intellectual body, created by law, composed of indi- viduals united under a common name, the members of which succeed each other, so that the body continues always the same, notwithstanding the change of the indi- viduals which compose it, and Avhich, for certain purposes, is considered as a natural person. " Corporation " defined. Const., art. 268, and cross-references; see R. S., § 684. Art. 428. The use of corporations is to contribute by the union and assistance of several pei'sons, to the promotion of some object of general utility, although they be at the same time established for the advan- tage of those who are members of such cor- porations. Purposes for which corporation formed. § 683. R. S., Art. 429. Corporations are of tW'O princi- pal kinds; political and private. Political coiijorations are those Avhieh have principally for their object the administra- tion of a portion of the State, and to whom a part of the powers of government is dele- gated to that effect. All others are private corporations. See Const., art. 268, and cross-references. Art. 430. Corporations are also divided into civil and religious, and this distinction ie- sults, as well from the quality of the persons who generally compose those kinds of cor- porations, as from the difference of the ob- ject of their establishment. See Const., art. 268, and cross-references. Art. 431. Civil corporations are those which relate to temporal police; such are tlie cor- porations of the cities, the companies for the advancement of commerce and agriculture. literary societies, colleges or universities founded for tlie instruction of youth, aiid tl.e like. Religious corporations are those wliose establishment relates only to religion;" such are the congregations of the dift'erent re- ligious persuasions. See Const., art. 268, and cross-references. CHAPTER II. Of the Rights and Privileges of Corpora- tions, and of their Incapacity. Art. 432. Corporate name must be adopted. Must sue and be sued by such name. 433. Corporate powers. 434. The right of succession. 435. Corporations distinct from persons com- posing them. 436. Individual members cannot dispose of corporate property. 437. Creditor of corporation must collect from it. 43S. Corporation must appoint officers to transact its business. 430. Powers and duties of such officers. 440. Corporations are subject to various in- capacity. 441. Cannot fill any position of personal trust. Nor be imprisoned. 442. Nor bring au action for assault and bat- tery. 443. Nor commit treason. 4-14. Acts of majority binding. 445. Regulations of corporations are obliga- tory upon all its members. 446. Corporations unauthorized by law can- not appear in court. Art. 432. Corporations must not only be authorized by the legislature, or established according to law, but a name must be given to them; and it is in that name they must sue or be sued, and do all their legal acts, although a slight alteration in this name be not important. See R. S., § 084, subd. 192. Charter to contain name. R. S., § 685. Art. 433. Corporations legally established are substituted for persons, and their union which renders connnon to all those who com- pose them, their interests, their rights and their privileges, is the reason why they are considered as one single whole. Hence it follows that they may possess an estate, and have a common treasurj^ for the purpose of depositing their money; that they are ca- pable of receiving legacies and donations; that they may make valid contracts, obligate others and obligate themselves toward oth- ers; exercise the rights which belong to them; manage their own affairs; appear in courts of justice, and even enact statutes and regu- lations for their own government, provided such statutes and regulations be not con- trary to the laws of the political society of which they are members. LOUISIANA. 21 Rights and privileges; corporate debts — Civ. Code, Arts. 434-438. See R. S., § 684, notes and cross-references, j Incapacity of corporation. R. C. C, arts. 440- 443. I Art. 434. The right of succession also is inherent to the nature of corporations; so tliat as long as they exist they transmit to their successors their rights and tlieir prop- i erty. The right of electing in tlie manner prescribed by law, new meml^ers in the stead of tlioso Avho have ceased to be members of the corporation, is a right impliedly attached to the constitution of eveiy regularly estab- lished corporation. See R. S., § 684, and cross-references. Art. 435. Corporations are intellectual be- ings, different and distinct from all the per- sons who compose them. See Const., art. 268, and cross-references. Reg- ulations of corporation, binding on its members. R. C. C, art. 445. Incapacities of corporation. Id., arts. 440-443. [Corporations are distinct from persons com- posing them, yet the latter have rights which they may protect In courts. Knabe v. Ternot, 16 La. Ann. 15. Ownership of stock does not give stockholders any legal estate in corporate property. Morgan V. R. R. Co., 1 Woods (U. S.), 15; Sala v. New Orleans, 2 id. 180. The property of an extinct corporation belongs to the individual members. Burke v. Wall, 29 La. Ann. 39. But not until all corporate debts are paid. Cochran v. Dry Dock Co.. 30 La. Ann. 1365; Jack- son V. Ludellng, 21 Wall. (U. S.) 016. Rights and duties of stockholders grow out of the contract employed in the subscription for stock. Chase v. Bank, 44 La. Ann. 69; s. c, 10 So. Rep. 379. Corporators cannot sue singly for the corpora- tion. What is due to the corporation is not due to the individuals composing it. Ross v. Crockett, 14 La. Ann. 811.] Art. 436. The estate and rights of a corpo- ration belong so completely to the body, that none of the individuals who compose it, can dispose of any part of them. In this respect the thing belonging to a body, is very differ- ent from a thing which is common to several Individuals, as respects the share which every one has in the partnership which exists between them. See R. S., § 684, subd. 4; R. C. C, arts. 437- 430. [A member of a corporation who Is a creditor thereof has same right as any other creditor to sue It and attach its property. Life Assn. v. Levy, 33 La. Ann. 1203. Dividends declared on corporate stock are pay- able on demand, and until demand and refusal, prescription does not begin to run against the person entitled. Armaut v. R. R. Co., 41 La. Ann. 1020; s. c. 7 So. Rep. 35. Where expiring corporation Is merged into a new one, and a provision inserted in new charter forfeiting dividends not claimed within three years from time when declared, is not binding upon old stockholders except from time when, expresslv or bv implication, they consent thereto by assuming the quality of stockholders in the new companv. Id. Stockholders have no right to appropriate any part of corporate assets to pay salaries due to them as officers, or due them on any other ac- count, until all other creditors have been paid. Cochran v. Dry Dock Co., 30 La. Ann. 1365. Stockholders of a corporation, in the name of which property has been bought on credit, can- not form a new corporation in which their in- terests are the same as in the old, and based on no new consideration; and by transferring the property to the new corporation escape liability to the vendor and creditor. Hancock v. Hol- brook, 40 La. Ann. 53; s. c, 3 So. Rep. 351.] Art. 437. According to the above rule, what is due to a corporation is not due to any of the individuals who compose it, and vice versa. A creditor of a corporation cannot therefore compel any of the members thereof to pay what may be due to him by the cor- poration; he can demand his payment of the corporation only, through their president, syndic or attorney in fact, and he can seize no other effects bvit such as belong to the corporation, provided the debt has been con- tracted by the corporation through their president, syndic, or attorney in fact; for If all the individuals who compose the corpora- tion have signed the deed personally, every one of them may be compelled to make pay- ment, either for his individual portion or in solidum, when it lias been stipulated ex- pressly that the debt was contracted in solidum. See R. S., § 690. [Corporate property Is subject to corporate debts. And a court of equity will, in proper cases, subject property sold by the corporation and in the hands of the purchaser, to the pay- ment of debts with which it Is charged. Leathers V. Januey, 41 La. Ann. 1120; s. c, 6 So. Rep. 884.] Art. 438. From the circumstance that a con^oration is an intellectual being, it fol- lows that they cannot personally transact all that they have a right legally to do. as has been above observed; wherefore it be- comes necessary for every corporation to ai^point some of their members to whom they maj^ intrust the direction and care of their affairs, under the name of mayor, president, syndics, directors or others, ac-cording to the statutes and qualities of such corporation. See R. S., § 684, subd. 5. [The managers and officers of a corporation, where capital is contributed In shares, are trus- tees for its stockholders and its creditors; and they have no right to participate in any com- bination to divest it of its property and obtain such property for themselves at a sacrifice; nor to seek their own profit at expense of the com- pany, its stockholders or bondholders; and if necessary to sell corporate property, it is their dutv to get for it the highest price obtainable. Jackson v. Ludellng, 21 Wall. (U. S.) 616. Directors who, in pursuance of a resolution of the stockholders advertise a lease of the prop- erty, and reject all the sealed proposals received, may adopt another mode of contracting, and the courts will not Interfere. Ricau v. Baquie, 20 La. Ann. 67. Board of directors has undoubted right to sell property of the corporation to pay its debts. Brewing Co. v. Planner, 44 La. Ann. 22; s. c 10 So. Rep. 384. But when sold to one of their own members It must appear that there was a necessity for the 22 LOUISIANA. Duties of officers; acts bind corporation — Civ. Code, § 439. gale, and that the property was bought In open market, at a fair price, and without any unfair- ness. Id. When the sale of the property was made necessary by the mismanagement of the board, one of the directors of said board will not be permitted to purchase it. Id. An act reviving a charter does not continue in office officers elected under the charter during Its first existence; their offices expired with that charter. Rost v. St. Francis, 3 N. S. 54. Where person elected a director is ineligible, the person who has obtained the next highest numb«r of votes is not elected; a new election must take place. Jordy v. Hebrard, 18 La. 455; Lesseps v. Creditors, 7 La. Ann. 624. Individuals of a corporation cannot bind it by any act of theirs; much less by anything which they say. Jacob v. Ursullne Nuns, 2 Mart. 271; Canal Bank v. Holland, 5 La. Ann. 563; Ross v. Crockett, 14 id. 811. Directors of a bank may pledge its faith in execution of their trust. State v. Bank, 5 N. S. 344. But have no authority to reduce its capital. Percey v. Millaudon, 3 La. 574. They may sue to erase a subscription to stock. Bank v. McDon- ough, 5 La. 67. They are bound to enforce not only the express, but the implied provisions of the charter. Id. When not perfectly satisfied of the validity of titles to property offered for mortgage, in the exercise of a proper discretion, thev should withhold their approval. Walden v. Bank, 6 La. 254. Directors have discretionary power to declare dividends, and a very strong case mxist be pre- sented to Induce a court to interfere. State v. Bank. 6 La. 746. Directors are not, properly speaking, officers of a bank, nor have they, Individually, any power to control its management. Bank v. Senecal, 13 La. 527.] An. 439. The attorneys in fact or oflBcers thus appointed by corpoi-ations for the direc- tion and care of their affairs, have their respective duties pointed out by their nomina- tion, and exercise them according to the general regulations and particular statutes of the corporation of which they are the heads. These attorneys or officers, by con- tracting, bind the corporations to which they belong in such things as do not exceed the limits of the administration which is In- trusted to them; their act is supposed to be the act of the corporation. If the powers of such attorneys or officers have not been ex- pressly determined, they are regulated in the same manner as those of other agents. Relative to officers of bank. Const., art. 269; see R. S., § 684, subd. 2, and cross-references,' Corporation acts judicially through Its agents. C P., art. 112. [Officers of a corporation have no right to vote on the shares held by it. Monsseaux v. Urqu- hart, 10 La. Ann. 485. To bind a corporation on a note drawn by a manager. It must be shown that latter had special autliority to draw the note, or that the giving of it was necessary to effect the object for which he was appointed. Culver v. Leovy, 6 La. 590. Where the corporation, for whos'e account the note Is drawn, is not responsible, the Individual members who signed and Indorsed the notes are liable thereon jointly. Same v. Same, 19 La. Ann. 203. Officers of a corporation have no right to use its property for their personal benefit. Packet Co. v. Brown, 36 La. Ann. 138. A corporation which by Its charter can only act through its board of directors cannot be bound to contracts by Its president without the authori- zation of the board, unless It is in acts of simple administration which, of necessity, should be done without that authorization. Bright v. Ceme- tery Assn., 33 La. Ann. 58. Agents of a corporation are entitled to reason- able compensation for their services. Packet Co. V. Brown, 36 La. Ann. 138. The unauthorized act of an agent of a corporation may be ratified by directors, which ratification is equal to a previous authority. Id. The board of directors of a corporation have the general right to apply its property to the pay- ment of Its debts; and a majoritj* of stockholders present, at a meeting regularly convened, with due notice for the purpose, have the right to ratify such action and dissolve the corporation. Han- cock V. Holbrook, 40 La. Ann. 53; s. c, 3 So. Kep. 351. Where more than ten years have elapsed since a deceased president and secretary rendered the last account of his administration of aSairB of the corporation, the plea of prescription must prevail. Ins. Co. v. Pike, 34 La. Ann. 825. Officers and directors are mandataries, and as such liable to the corporation for injuries result- ing to it from their breaches of duty. They are likewise liable for wrongs which they may com- mit against third persons. They also, to a cer- tain extent, are representatives of creditors, and may In some cases vindicate the rights of the latter. Raymond v. Palmer, 35 La. Ann. 276. The president must act with candor and fair dealing for the interests of the corporation, and without any taint of selfish motive. Hancock v. Hollirook, 40 La. Ann. 53: s. c. 3 So. Rep. 351. A hank held not liable for an unauthorized dec- laration by one of its officers. Etting v. Bank, 7 Rob. 459. Board of directors which, in furtherance of the vote of the required majority, directs a total cessation of business and liquidation of corporate affairs, acts within the sphere of its lawful au- thority, and is not chargeable with any loss which the mismanagement may entail on the minority. Trisconi v. Winship, 43 La. Ann. 45; s. c, 9 So. Rep. 29. Acts of directors, done within the lawful scope of their powers and authority, are not subject to judicial scrutiny. Id. A corporation is not bound by unauthorized acts of its officers. Const. Co. v. Police Jury, 44 La. Ann. 863; s. c, 11 So. Rep. 230. As to authority of officer to bind corporation in management of ordinarv business, see Bank v. Plow Co., 45 La. Ann. 1214; s. c, 14 So. Rep. l.TO. A. want of officers by reason of either failure to elect or of death will not of itself work dissolu- tion of the corporation. In re Belton, 47 La. Ann. 1614; s. c, 18 So. Rep. 642. Tlie connection of officer of corporation with It Is one of personal trust and terminates with his death, and corporate property in his hands passes Into control of corporate agencies and not to his administrators. Id. Powers of corporate officers, being defined by charter and by-laws, they will, when acting within their sphere, represent the corporation, and hind it by their acts; but in other matters they can only represent, or act for It, when authorized by a resolution of directors. Reed v. Powell, 11 Rob. 98. Where business of a corporation is such as to require it to be conducted through agents, notice to one. In a matter in which he acted within the Bcope of his employment, in the usual course of huslness, will bind the corporation. Pontchartraln Co. V. Helrne. 2 La. Ann. 129. Directors are bound to discharge their duties with ordinary care, and are liable for gross er- rors which a man of common prudence would not have committed: but If they learn any fact to arouse suspicion of fidelity of officers under their control, greater care is requisite. Percy v. Mil- laudon, 8 N. S. 74; 3 La. 568. They cannot appropriate funds to the payment of counsel fees for defending them, when sued by stockholders. Id. The measure of their lia- bility for illegal measures is the extent of Injury sustained by the stockholder. Id. They are not responsible in solido, unless ex- pressly made so by charter. Id. LOUISIAiTA. Corporate rights; dissolution — Civ. Code, Arts. 440-447. Payment of even a just claim by president with- out an order from directors, though on verbal direction of a majority of them. Is irregular. Building Co. v. Lawson, 11 La. 36.] Art. 440. Corporations being intellectual persons, tliey are subject to various kinds of incapacities, some of which are inherent to their nature, others are established by law. See R. C. C, arts. 441-443. Art. 441. A coi-poration cannot be admin- istrator, guardian or testamentary execntor, nor fnltill any other office of personal trust. A corporation cannot be imprisoned, for its existence being ideal, nobody can arrest or confine it. Art. 442. In the same manner a corpora- tion cannot bring an action for assault and battery or for other injuries of that nature; , for a coii^oration can neither beat nor be i beaten in its corporate capacity. ' See R. S., § 6S4, subd. 2, and cross-references. 1 Art. 443. A corporation cannot commit the I crime of treason, or any other crime or of- ' fense, in its corporate capacity, although its members may be guilty of those crimes in their individual and respective capacities. See R. S., § 6S4, subd. 2, and cross-references. Art. 444. In corporations the act of the ma- jority is considered as the act of the whole. Regulations of corporation obligatory upon mem- bers. R. C. C, art. 445. Meetings of corporation. R. S.. § 741. [In absence of any adverse provision in charter or statute, a majority of stockholders may determine that the business of the concern shall be stopped altogether and its affairs liqui- dated. Trisconi v. Winship, 43 La. Ann. 45; s. c, 9 So. Rep. 29. Assent of a majority of stockholders in rela- tion to a corporate matter, not given in a stock- holders' meeting, but by each one separately and at different times, is without force. Peirce v. Building Co., 9 La. Ann. 404. Courts cannot know or regard the wishes of majority of corporators, unless expressed in ac- cordance with by-laws and charter. German Cong. V. Pressler, 14 La. Ann. 799.] Art. 44.5. The statutes and regulations which corporations enact for their police and discipline, are obligatory upon all their re- spective members who are bound to obey them, provided such statutes contain nothing contrary to the laws, to public liberty, or to the interest of others. See Const., art. 263. Power to make by-laws. R. S., § 864, subd. 6. [By-laws are obligatory upon all members. If not coutrarv to law, public policy or the interest of others. Congregation v. Pressler, 17 La. Ann. 127. They have the force of law between the em- ploves; the company may exercise its rights and discharge its employes. Huuter v. Ins. Co., 26 La. Ann. 13. Corporations may enact by-laws for their govern- ment. Williams v. Masons, 38 La. Ann. 620. 38 But to be valid they must be consistent with the general laws, and cannot affect rights of third parties without their consent. Gordon v. where a corporation is empowered to make by- laws in certain cases and for certain purposes, its power is limited to the cases and objects specified. New Orleans v. Philippi, 9 La. Ann. 44. By-laws must be reasonable and consistent with general laws of the land; and whether they are so is a question for the court. State v. Bank, 5 N. S. 344. Stockholders may be bound by provisions be- yond those actually found in the charter, if it authorize directors to make by-laws, not contrary to law, for the general administration of corpo- rate affairs. Bank v. Guice, 2 La. Ann. 249. A by-law, where charter is silent on the sub- ject, cannot subject a stockholder to a forfeiture of stock for non-payment of an installment. Les- seps y. Architects' Co., 4 La. Ann. 316.] Art. 446. Corporations unauthorized by law or by an act of the legislature, enjoy no public character, and cannot appear in a court of justice, but in the individual name of all the members who compose it, and not as a political body; although these coi-pora- tions may acquire and possess estates, and have common interests as well as other pri- vate societies. See R. S., § 684, subd. 2, and cross-references. CHAPTER HI. Of the Dissolution of Corporations. Art, 447. Corporation may be dissolved, how. Art. 447. A corporation legally established may be dissolved: 1. By an act of the legislature, if they deem it necessary or convenient to the public in- terest; provided that when the act of incorpo- ration imports a contract, on the faith of which individuals have advanced money or ensaged their property, it cannot be repealed without providing for the reimbursement of the advances made, or malcing full indem- nity to such individuals; 2. By the forfeiture of their charter, when the corporation abuses its privileges, or re- fuses to accomplish the conditions on which such privileges were granted, in which case the corporation becomes extinct by the effect of the violation of the conditions of the act of incorporation. See Const., art. 262, and cross-references. Charter forfeited by formation of a trust. Act of 1892, at p. 28. [A corporation may be dissolved, first, by an act of the legislature on certain conditions; second, bv a forfeiture of its charter, judicially ascertained at the suit of the State. Curien v. Santini, 16 La. Ann. 27; Burke v. "Wall, 29 id. 39. A corporation legally established may be dis- solved bv an act of the legislature, if they deem it neces&'ary for the public interests. Williams v. Masons, 38 La. Ann. 620. As a general rule the question as to the for- feiture or dissolution of charters and acts of Incorporation is one which concerns the public order, and the corporation is presumed to exist for all purposes of justice until the forfeiture is declared by the judgment of a competent court 1 In some proceeding to which the State is a party, lid.] 24 J.OUISIANA. Civil actions; quo warranto — Code of Pr., Arts. 112, 119, 191, 198, 202. 8GT. SCS. CODE OF PRACTICE OF LOUlSIAIsrA- 186' Part I. Of Civil Actions. TITLE I. OF ACTIONS IX GENE RAL.. CHAPTER V. What Persons are Entitled to Bring Ac- tions. Art. 112. Bodies corporate must sue in corporate name through representatives. Art. 112. Bodies corporate, and chartered institutions, act judicially through their proper representatives, under the name or title given to them in their act of incorpo- ration. See R. S., § 684, subd. 2, and cross-references. CHAPTER VI. Against Whom Actions May be Brought. Art. 119. Corporations must be sued by corporate name. Art. 119. Suits against corporations, cor- porate bodies or chartered companies, must be brought against them under their legal titles. See R. S., § C84, subd. 2, and cross-references. Part II. Rules to be Observed in Civil Actions. TITLE I. PROCEEDINGS BEFORE COURTS OF ORIGINAL JURISDICTION. CHAPTER II. Of the Ordinary Proceedings. Art. 191. Petition and citation how served upon corporation. 198. Same. (Statute.) In case of trespass, • corpora- tion to be sued where. 202. Service upon banks and other Institu- tions. Art. 101. * * * If the suit be brought against the members of a corporation, * ♦ * the petition and citation must be sen'ed, in the manner hereafter provided, in the following articles. See R. S., § 684, subd. 2, and cross-references. Charter to desicnate officer on whom citation to be served. R. S., § 685. Foreign corporation to have agent for process. Const., art. 264. Art. 198. When a suit is brought n gainst a corporation, * * * the service must be made as follows: * ♦ * In suits against banking establishments, on their president In person, or at the house •where the banl< is Ivopt. by dolivpry to the teller, or in liis absence, to some other officer of the establishment; * * * See Const., art. 2G4, and cross-references. No. 174. Stat. 2.5th April, 1853.— § 2. In all cases wiiere any coiijoration shall commit such trespass, or do anything for which an action lies, it shall be liable to be sued in the parish where such damage is done or trespass committed. Art. 202. The same formalities, which are prescribed in the preceding articles, must be( observed by the sheriff, in serving citation at the office of chartered l^anks, or other public institutions, or at the counting-house of com- mercial establishments, or on board of ships or vessels. See R. S., § 684, subd. 2, and. cross-references. CHAPTER X. Of Orders Which Courts May Render in Certain Cases. Sec. 4. OF THE MANDATE TO PREVENT AN USURPATION OF OFFICE (WRIT OF QUO WARRANTO). Art. 867. Mandate defined. 868. Only issued In relation to oflBcers in corporation. 869. Person to whom directed must answer in writing. 870. Penalty for not answering within time. 871. Judgment bj- the court. 873. When courts shall not issue such man- dates. Art. 8(37. This is an order rendered in the name of the State, by a competent court, and directed to a person who claims or usurps an office, in a corporation, inquiring by what authority he claims or holds such office. See R. S., § 684, subd. 2, and cross-references. Not to issue, when. C. P., art. 873. [Though, under our legislation, any stockholder has a right to inquire, l)y a quo warranto, into election of those who assume to administer the corporation, yet. where wrong complained of was the result of his own negligence or misconduct, or he has acquiesced or concurred in it, he will not be listened to. Wiltz v. Peters, 4 La. Ann. 339. Otherwise, if some objection has come to his knowledge since the election. These principles are certainly applicable to private corporations. Election of directors will not be set aside be- cause legal votes were received without proper evidence. Conant v. Millaudon, 5 La. Ann. 542. Persons holding stock in tru.<oration holding a charter under the laws of the State of Louisiana, which shall be convicted of a violation of tlie provisions of this act shall thereby forfeit its rights and franchises, and its corporate existence shall cease and determiue, and it shall be the duty of the attoniey-geiicral of his own mo- tion and without leave or orders of any court or judge, to institute an action iii the name of the State of Louisiana for the forfeiture of such riglits and franchises and the dissolution of such corporate existence. § 3. Be it further enacted, etc.. That every foreign corporation, or any corporation or- ganized under or pursuant to the laws of any State, who shall be convicted of a vio- lation of the provisions of this act is hereby denied the right and prohibited from doing any business within this State, and it shall be the duty of the attorney-general to en- force this provision by injunction or other proceedings in the name of the State of Louisiana. § 4. Be it further enacted, etc.. That any violation of either or all of the provisions of this act shall be and is hereby declared a con- spiracy against trade, and any person who may be or may become engaged in any such conspiracy or take part therein, or aid or advise in its commission, or who shall as principal, manager, director or agent. knoAV- ingly carry out any of the stipulations, pur- poses, prices, rates, or orders thereunder or in pursuance thereof, shall be punished by fine not less than one hundred dollars nor more than one thousand dollars, and by imprison- ment in the penitentiary not less than six months nor more than one year or by either such fine and imprisonment in the discretion of the court. It shall be the duty of the district attorneys in their respective juris- dictions and the attorney-general to enforce this provision and any district attornej' of any parish securing a conviction under this provision shall be entitled to such fee or salary as by law he is allowed for such prosecution. § 5. Be it further enacted, etc.. That in any indictment for any offense named in this act it is sufficient to state the puiiiosos or effects of the trust or combination and that the accused was a member of, acted with or in pursuance of it, without giving its name or description, or how, when or where it was created, provided, that no con- tract or agreement or arrangement which does not include, or which cannot be held to include a stipulation between the parties to share in the profits of any such contract, agreement or arrangement, or which con- tract, agreement or aiTaugement does not provide for or does not contemplate a profit or pool to be divided betAveen the parties to such contract, agreement or arrangement, shall be held or construed to be in violation of the provisions of this act. § 6. Be it further enacted, etc.. That in prosecutions under this act, it shall not be necessary to prove who constitute all the members belonging to the trust or combina- tion. § 7. Be it further enacted, etc.. That any contract or agreement in violation of the provisions of this act, shall be absolutely void. § 8. Be it further enacted, etc., That the provisions of this act shall not apply to agricultural products or live stock while in the hands of the producer or raiser; nor be so construed as to affect any combination LOUISIANA. 29 Filing of charters, etc.; bond issues — Acts, July 8, 1S9S. or confederatiou of laborers for the purpose of procuring an increase of their wages or redress of grievances. § 9. Be it further enacted, etc., That this act shall take effect from and after its pas- sage and that all laws and parts of laws con- flicting with same are hereby repealed. (Approved July 7, 1892.) See Const., art. 275; R. S., § 731, Corporation, how dissolved. R. C. C, art. 447. Act 9. AN ACT to provide for recording and keep- ing a record in the office of the secretary of State of all charters of corporations, proofs of publication thereof, amendments thereto, and proceedings relative to the consolidation, dissolution and liquidation of corporations; to provide for the use and effect as evidence of extract and certifi- cates from such record. Section 1. Be it enacted by the general assembly of the State of Louisiana, That all corporations except those organized for literary, scientific, religious, educational or charitable purposes, hereafter doing busi- ness in the State of Louisiana shall file Avitli the secretary of State first: A duly certified copy of their charters taken either from the record of the notary before whom the act of incorporation was passed, or from the record thereof in the office of the recorder in whose office said charter shall have been recorded; to which copy shall be affixed the certificate of such recorder attesting rec- ordation of the acts in his office and giving book and folio of such record or a published copy duly certified by one of said officers. Second: A copy of one issue of the news- paper wherein the said charter shall have been published when such publication is re- quired by law, together with the affidavit of the publisher, making oath to the fact that said charter was duly published in his paper as required by law. Third: A certified copy of any and all amendments to such charters, taken either from the record thereof in the office of the recorder where the same shall have been recorded as required by law, or from the records of the notary public be- fore whom the act of incorporation was passed, to which copies shall be attached the certificate of such recorder attesting the fact that the same has been recorded in his office and giving the book and folio of such record. Fiiurth: A coi)y of the minutes of any and all meetings of stockholders or di- rectors containing all proceedings of such stockholders and directors in reference to such amendment of charter, duly attested by the secretary of such corporation, whose signature to such attestation shall be duly acknowledged. 1-itth: Any and all agree- ments for the consolidation of corporations together with copies from the minutes of any meetings of stockholders or directors au- thorizing or pertaining to the consolidation, dissolution or liquidation of any corporation^ the signatures to such agreements to be duly acknowledged, and the copies of such min- utes to be duly attested by the secretary of such corporation, whose signature to such attestation shall be duly acknowledged. § 2. Be it further enacted, etc. That the secretary of State shall keep books in which to transcribe and record all of the documents and writings by the first section of this act required to be filed in his office (other than the newspapers therein described) which books shall be numbered consecutively and to which books he shall keep proper indices, § 3. Be it further enacted, etc.. That the secretary of State, shall keep on file in his I office the newspapers required to be filed ! with him, as provided in section one of this act, and he shall make entry in the books provided by secti. Be it further enacted, etc.. That the time and place of meeting, fixed and ap- pointed as provided for in section two (2) of this act, stockholders being present, either in person or by proxy, holding a large amount not less than two-thirds in value of the stock, the meeting shall be organ- ized by the election of one of the stock- holders as chairman thereof and another stockholder as secretary, a vote shall then be taken upon the proposed increase or de- ci'ease of the stock of the corporation. If, on canvassing the votes, it shall appear that persons holding or I'epresenting not less than tAvo-thirds of the stock of the corpora- tion, have voted in favor of the proposed increase or decrease of stock, a certificate of the proceedings shall be made, showing a compliance with the provisions of this act; the amount of capital stock of the corpora- tion at the time the said vote was taken and the number of holders thereof, the amount and the number of shares to which It was proposed and agreed to be increased or decreased, tlie amount and nimiber of shares whose holders have voted against said change and the whole amount of the debts and liabilities of said corporation; the said certificate sliall be signed by the chair- man and secretary of said meeting of stock- holders, and shall be verified by their affi- davits, and shall be filed in the office of the secretary of State, and when said certifi- cate is so filed, the capital stock of said cor- poration shall be increased or decreased as herein set forth. § 4. Be it further enacted, etc., That all laws and parts of laws in conflict herewith are hereby repealed, and that this act shall take effect from and after its passage. (Approved July 14, 1898.)- See Const., art. 2G7. [Stock cannot be increased except by compliance witli requirements of above act. and until those requirements hare been fulfilled the increased stock is not in existence. Lincoln v. Express Co., 45 La. Ann. 729; s. c, 12 So. Rep. 937. A sale by a corporation of such non-existent stock, and delivery of a certificate thereof to an innocent third person who pays cash for it, en- titles vendee to recovery of price. Id.] Act 12. AN ACT to authorize and regulate the prac- tice of appointing receivers of corporations under article 109 and 133 of the Consti- tution. Section 1. Be it enacted by the general assembly of the State of Louisiana, That the several district courts of this State, and the Civil District Court of the parish of Orleans, are empowered to appoint receivers to talie charge of the property and husiness of coiiwrations domiciled in this State, and of the property of foreign corporations actually located herein, in the cases and under the coiulitious following, to-wit: 1. At the instance of any stockholder, when the corporation has been legally dis- solved and the appointment of a receiver to liquidate the affairs of the corporation has been requested by a majority in amount of the stockholders, provided the right of stockholders to liquidate the affairs of the corporation in accordance with the charter shall not be affected thereby. 2. At the instance of any stockholder or creditor, when the directors or other ofll- cers of the corporation are jeopardizing the rights of stockholders or creditors by grossly mismanaging the business or by committing acts ultra vires, or by wasting, misusing, or misapplying the propertj- or funds of a cor- poration. 3. At the instance of any stockholder or creditor when the property of a corporation is abandoned, or when by failure of the stockliolders to elect, or the neglect or re- fusal of the officers to serve, there is no one authorized to take charge of or conduct its affairs. 4. At the instance of any creditor having a final and executory judgnii'ut. suing in behalf of himself and for the benefit of any LOUISIAXA. 31 Receivei-s, appointment, powers and duties — Act, July 14, 1898. other creditors who may join therein, when the corporation is insolvent or when execu- tion has issued on such judgment and has been returned nulla bona. 5. At the instance of any mortgage or privileged creditor when the property on which the mortgage or privilege rests is inadequate to satisfy such mortgage or privi- lege, and the directors or officers are appro- priating the funds or property of the cor- poration to themselves or to the stockhold- ers, or are wasting, misapplying or misusing the same to the injury of such mortgage or privilege creditor. 6. At the instance of any creditor when the property of the corporation has been seized under judicial process by fraud or collusion between the corporation, its offi- cers, or stockholders and any creditor. 7. At the instance of any stockholder or creditor when the corporation has been ad- judged not organized according to law, or pursuing any business calling, or avocation contrary to law. 8. At the instance of a creditor when the board of directors of the corporation shall have declared by resolution that the corpora- tion is unable to meet its obligations as they mature, and that a receiver is necessary to preserve and administer its assets for the benefit of all concerned. 9. At the instance of a mortgage or privi- lege creditor who has instituted proceed- ings to foreclose his mortgage or privilege, and the propei'ty upon which such mortgage or privilege rests is of such a character that its administration pending a sale is necessary or proper to fully preserve same and protect the rights of such creditor. 10. At the instance of any creditor re- siding in this State, of the property actually situated in this State of a corporation domi- ciled out of this State for any of the causes hereinabove mentioned. 11. At the instance of any stockholder when a majority of the stockholders are violating the charter rights of the minority and putting their interests in imminent danger. S 2. Be it further enacted, ek?., The appli- cation for appointment of a receiver shall be made by petition addressed to the dis- trict court of the domicile of the corporation, and if a foreign corporation, at its desig- nated domicile if it has one, or if it has not designated a domicile Then where auy of its property is situated. Such petition shall be verified by the affidavit of the plaintiff or plaintifts. or auy of tliem. or l)y his or their attorney-at-law, or in fact, in case such plaintiff or plaintiffs are absent from the State, the court shall cause a copy of the petition together with an order to be served on the coiTporation requiring it to show cause on a day fixed mot less than ten days from the date of such order, unless cir- cumstances shown require in the judgment of the court a shorter delay), and such ap- plication shall be heard and determined by the court in a summary manner in term time or vacation, and without the intervention of a juiT. § 3. Be it further enacted, etc., Pending the hearing and determination of such appli- cation the court may. in its discretion, and on the plaintiff giving bond in a sum to be fixed by the court, restrain by injunction the corporation, its officers, stockholders and agents from disposing of its property or changing the status of its affairs to the in- juiy of the plaintiff; or staying proceedings by other persons against its property. § 4. Be it further enacted, etc., Any per- son or persons who by affidavit appear to be interested, on giving bond in a sum to be fixed by the court, may appeal in the face of the record from any order appointing, or refusing to appoint a receiver, granting, or refusing to grant an injunction as afore- said; such an appeal when perfected shall have the effect of suspending the functions of such receiver, except to perform such administrative acts as may be necessary for the preservation of the property; Provided That such ajipeal must be taken and i>er- fected within ten days from the eutry of the order appointing or refusing to ap- point a receiver, or granting or refusing to grant an injunction. Such appeal shall be returnable in ten days from the date of such order, and shall be tried by preference in the appellate court. Any interested party may apply within thirty days after the entry of the order of appointment of a receiver to vacate same on legal or just grounds, and may appeal from an adverse judgment, but such aijpeal shall not suspend the func- tions of said receiver in any way. The value of the property confided to the receiver shall determine the jurisdiction of the ap- pellate court. § 5. Be it further enacted, etc., In the or- der appointing such receiver the court may, in its discretion, confer on the receiver such powers of administration as it may deem best for the interest of all parties, and from time to time restrict or enlarge such powers, and may authorize any receiver of a corpora- tion, public in its character, in order to carry on the business of the corporation, to borrow or obtain money on certificates of indebted- ness to be taxed as costs of court. The sum so obtained shall bear a first privilege on the property and income of the corporation. § G. Be it further enacted, etc.. The receiver so appointed shall give such bond for the faithful performance of his duties as the court may fix; and shall hold, administer, manage and dispose of the property and in- come of such corporation in such manner as the court may decide to be for the in- terest of all parties. Such receiver shall re- ceive the same compensation as syndics of insolvents, whenever the power is not con- ferred upon him to conduct the business of the corporation as a going concern; other- 32 LOUISIANA. Receivers, appointment, powers and duties — Act, July 14, ISitS. ■wise his compensation shall be fixed at such reasonable sum as the nature of the case justifies. In the event that more than one receiver be appointed, the compensation al- lowed shall not be increased but shall be divided as the court may determine. § 7. Be it further enacted, etc.. The court may appoint such experts or examiners as may be necessary, to "whom may be referred for examination and report such matters of accounts and claims and matters of similar nature as the court may determine. § 8. Be it further enacted, etc.. The clerk of the district court shall keep a book, to be known as the receivership order book, among the records of office, and shall immediately enter notice tliorein of the tiling- of every petition, motion, rule or application made in behalf of any person, (giving title and num- ber of cause, date of filing, name of peti- tioner and the object of the petition, etc.), and shall note on said book the time of filing petition, etc., and shall enter at large therein all orders or decrees made by the court in relation to any receivership. No order shall be granted by the court until ten days after entry of such notice in the order book, except an order to show cause, or when circumstances in the opinion of the court require otherwise, and same is so stated in the order or decree. § 9. Be it further enacted, etc., Receivers shall, when vested with powers of adminis- tration, file quarterly statements of their gestion. unless oftener required, showing ac- cux'atelj' the condition of the business con- ducted by them; and when not so vested, they shall file annual accounts. Notice of the filing of such statements or accounts shall be entered in the order book. No statement shall be approved by the court until ten days after entry of such notice, and no account shall be homologated imtil after publication as provided in case of ad- ministrators of successions or syndics of insolvents. § 10. Be it further enacted, etc., "Where the court has appointed a receiver and it is made to appear that there is no reasonable ground to believe that the property of the corpora- tion can be so administered as to pay its debts, and the possession thereof restored to the corporation, the court may on appli- cation of any party at interest, after ten days' notice of such application on the order book, if there be no opposition, or after hear- ing of same be opposed, order the sale of the property and the distribution of its assets in accordance wath the rights of the parties in interest. § 11. Be it enacted, etc.. All laws or parts of laws in conflict herewith are hereby repealed. (Approved July 14, 1898.) INDEX TO LOUISIAITA. ACTIONS: Page. against corporations, attorney-general to institute 10 corporations may maintain and defend 11, 20 for trespass against corporations, where brought 17, IS against usurper of franchise or office 19 persons unlawfully acting as corporation 19 brought by attorney-general or district-attorney 19 service of process and answer 19 brought on the relation of another person 19 parties claiming franchise or office 19 defendant liable in damages 19 appeals to supreme court 19 trial 19 by or against corporations must be in corporate name 24 service of petition on corporation 24 ACT OF INCORPORATION (See Charter): stockholders may modify 14 ADMINISTRATOR: corporation cannot act as 23 AGENT: domestic and foreign corporations to have, within state for service of process 8 on whom process may be served, charter to state 14 foreign corporation to file declaration of appointment 27 AGREEMENT: for the consolidation of manufacturing or business corporations 25 AMENDMENT: of charter, stockholders may make l-I to be filed in office of secretary of state 29 copy of proceedings of meetings for, to be filed 29 ARBITRATION: general assembly to provide for settlement of labor disputes by 6 ARTICLES OF INCORPORATION. (See Charter). ATTORNEY-GENERAL: to institute proceedings against corporations 10 to bring action against usurpers of franchise, etc. (See Actions) 19 BANKING COMPANIES: not to receive deposits when insolvent 9 BONDS: to be issued for labor, money or property 8 issued for construction purposes by certain corporations 16, 29 mortgage to secure, to be recorded 17, 29 converted into stock of corporation 17 BOOKS: containing names of stockholders, etc., to be kept at office 9 certified copies used as evidence 17 BRIDGE COMPANIES: general assembly not to incorporate 5 issue of bonds for construction 16, 29 mortgage to secure bonds to be recorded 17 34 INDEX TO LOUISIANA. BY-LAWS: P^S«- corporation may make and establish 13, 20 are binding upon stockholders 23 CANALS: across highways or plantations, regulations IG issue of bonds for construction of 16, 29 CAPITAL STOCK: increased or decreased, pursuant to general laws 8 amount, charter to state 14 where assessed for taxation 17 of manufacturing or mining companies 26 of corporations organized for any lawful purpose 26 increase or decrease, meetings for 30 certificate of proceedings to be filed 30 CHARTER: forfeiture of, general assembly not to remit 8 corporation not to engage in business not authorized by 8 to state what 14 to be recorded and published 14 modifications, stockholders may make 14 forfeiture for insolvency 14 appointment of commissioner for liquidation 14 duties of commissioner 14 declared forfeited, governor to appoint liquidator 17 forfeiture, dissolves corporation 23 for entering trusts and combines to regulate price 28 copy of, to be filed in office of secretary of state 29 amendment to be filed in office of secretary of state 29 CITATIONS: service of, on corporations 24 COMBINATIONS: to regulate price of articles of necessity, etc 6 what are deemed; forfeiture of charter for entering 28 COMMISSIONER (See Liquidator): for liquidation, appointment on forfeiture of charter 14 to convert assets and distribute 14 COMPETITION: trusts to prevent, are illegal. (See Trusts) 28 CONSOLIDATION: of business or manufacturing companies 25, 26 agreement for, directors to make 25 CONTRACTS: obligations of, not to be impaired 6 corporations may make 11, 20 CORPORATIONS: special acts granting privileges to, not to be passed 5 term includes what 9 general laws to provide for creation of 9 term defined 20 use of 20 classification, political and private 20 civil and religious 20 are substituted for persons 20 CREDIT: of state or political corporation not to be loaned 6 CREDITORS: rights of, as against stockholders 21 liability to. (See Liability.) when receiver may be appointed at instance of 30, 31 IXDEX TO LOUISIAITA. 35 CRIMES: ^^=^- certain, corporations cannot commit 23 DEBTS, CORPORATE: liability of stockholders for. (See Liability) ^ 16 DECREASE: of capital stock, general laws to provide for 30 meetings of stockholders for 3'^ certificate of proceedings of meetings to be filed 30 DEPOSITS: not to be received by insolvent banks, etc 9 DIRECTORS: of banking company, liability for receiving deposits when insolvent 9 corporations may appoint 1- election of, charter to specify mode of li to be held at domicile 18 corporation must appoint, to transact business 21 duties performed pursuant to regulations 22 acts of, to bind corporation 22 acts of majority bind the corporation 23 agreement of, for consolidation of corporations 25 DISSOLUTION (See Receivers): stockholders may assent to l-i effected by act of the legislature 23 by forfeiture of charter 23 DOMICILE: of corporation to be within state 18 meetings to be held at 1° of foreign corporation, declaration of, to be filed 27 DRAINAGE COMPANY: issue of bonds for construction 16, 29 mortgage to secure bonds to be recorded IT DURATION: of existence of corporations H ELECTION: of directors, charter to specify mode of. (See Directors) 1-i to be held at domicile 1" ELECTRIC CORPORATIONS: issue of bonds for construction 16. 29 mortgage to secure bonds to be recorded 1 ' EXECUTOR: corporation cannot act as -^ EXEMPTION: from taxation of certain property ' EXISTENCE, CORPORATE: duration of FERRY COMPANIES: general assembly not to incorporate ^ FOREIGN CORPORATION: property of, where to be assessed 1^ declaration of domicile and name of agent to be filed 2^ service of process when declaration has not been filed 2( FORFEITURE: of charter, general assembly not to remit S effects dissolution of corporation -^ for insolvency, proceedings ^* declared by court, governor to appoint liquidator 1 * 36 IXDEX TO LOUISIANA. FORMATION: Page. of corporations, for what purposes 10 of manufacturing and mining companies 26 for any lawful purpose' 26 FRANCHISE: action against usurper of. (See Action) 19 deemed property, for purpose of taxation 26 GUARDIAN: corporation cannot act as 23 INCREASE: of capital stock, general laws to provide for S meetings of stockholders for 30 certificate of proceedings of meetings to be tiled 30 INDEBTEDNESS (See Bonds; Debts, Corporate): to state, general assembly not to release 6 INJUNCTION: to restrain corporation, pending application for receiver 31 INSOLVENCY: of corporation, decree of forfeiture of charter 14 appointment and duties of commissioner 14 JUSTICES OF THE PEACE: actions for trespass in courts of 25 LABOR: price of, laws not to fix 6 LIABILITY: of officers of banks for receiving deposits when insolvent 9 of stockholders for corporate debts IG, 26 effect of use of word " limited " as to 26 LICENSE TAX: on professions, callings and trades, general assembly may levy 7 on corporations, may be levied by different mode . 8 LIMITED: effect of use of word at end of corporate name 26 LIQUIDATION (See Receivers): of affairs of corporations, on insolvency 14 when charter is declared forfeited 17 LIQUIDATOR: governor to appoint, upon forfeiture of charter 17 MANDATE (See Quo Warranto): to inquire into right of officer of corporation to hold office 24, 25 MANUFACTURING COMPANIES: exemption from taxation of property belonging to 7 consolidation of, agreement for 25 incorporation of, capital limited oq MINING COMPANIES: exemption from taxation of property of 7 incorporation of, capital limited o(j MEETINGS: of stockholders to be held at domicile Ig majority act as a whole 23 for amendment of charter, proceedings to be filed 29 for increase or decrease of capital stock .... 3q MORTGAGE: to secure bonds issued for construction, to be recorded 17 INDEX TO LOUISIAXA. 37 NAME, CORPORATE: Page. corporation to have 20 suits by or against corporations must be brought in 24 effect of use of word ' ' limited " 26 OFFICE (See Domicile): corporations to have, within state, for transfer of stock, etc 9 books to be kept at, for inspection 9 corporate, right to hold, quo warranto to inquire into 24, 25 OFFICERS: of banking company, liability of, for receiving deposits when insolvent 9 corporations may name and appoint 12 statements to assessors, what to contain 18 usurping office, action against. (SeeAction) 19 quo warranto to inquire into right to hold 24, 25 corporation must appoint, to transact business of 21 duties prescribed by regulations, etc 22 acts of, to bind corporation 22 FETITION: service of, on corporations 24 PLACE OF BUSINESS: domestic and foreign corporations to have, within state 8 charter to state 14 domestic corporation to have, in state 18 meetings to be held at 18 PLANK ROADS: across highways or plantations, regulation IG issue of bonds for construction of 16, 29 PLANTATION: construction of railroads, canals or plank roads across 16 POWERS, CORPORATE: defined generally 11-13 under the civil code 20 PRICE: of agricultural products, combinations to i-egulate •. 6 of produce and commodities, trusts to regulate, illegal 28 PROPERTY: private, not to be taken without compensation 6 corporations may hold and convey 12, 20 PURPOSES: for which corporations may be formed 10 charter to state corporate 14 corporation organized for any lawful 26 QUO WARRANTO, WRIT OF: to inquire into right of person to hold office 24, 25 failure to answer, judgment by default 25 hearing of parties, judgment rendered 25 RAILROADS: street, special act not to be passed 5 exemption of property from taxation 7 tax to aid in construction of 9 connecting lines with other railroads in other states 9 may intersect or cross other railroads 9 declared to be public highways 9 consolidation with foreign corporation, effect of 9 38 IXDEX TO LOUISIANA. RAILROADS — (Continued) : rage. place of business within state for transfer of stock, etc 9 consent of authorities to use of streets 15 across highways or plantation, regulations 16 issue of bonds for construction 10. 21) mortgage to secure bonds, to be recorded IT, 29 RECEIVERS: \ district courts may appoint, when 30, 31 application for appointment of, how made 31 injunction pending proceedings 31 appeal from order appointing or refusing to appoint 31 order appointing, may confer powers 31 bond to be given 31 book containing orders of appointment 32 statements to be filed quarterly 32 sale of corporate property and distribution 32 RECORDS: certified copies may be used as evidence 17 RIGHTS OF INDIVIDUALS: corporations not to infringe upon . S SEAL, CORPORATE: corporation may make and use 12 SERVICE: of petitions and citations on corporations 24 of process on foreign corporation 27 SPECIAL LAWS: not to be passed for certain purposes 5 notice of intention to apply for 5 STATEMENTS: officers to make annual, to state collectors of taxes ^° STOCK: to be Issued for labor, money or property 8 transfer, corporation to have office within state for 9 shares, number and amount, charter to state 14 mayor of New Orleans and governor of state, when to vote on 17, 18 capital, increased or decreased, pursuant to general laws 8 amount, charter to state 14 where taxed 17 of manufacturing or mining companies 26 of corporations organized for any lawful purpose 26 increase or decrease, meetings for 30 certificate of proceedings to be filed 30 STOCKHOLDERS: may modify act of incorporation 14 liability of, for corporate debts 16, 26 governor of state and mayor of New Orleans may vote as 17, 18 rights of, civil code provisions 21 creditors can make no demand of 21 act of majority, act of corporation 23 when receiver may be appointed at instance of. (See Receivers) 30, 31 STREETS: use of, l)y corporations, consent of authorities 15 SUBSCRIPTIONS: when to be paid, charter to state 14 original, to be recorded 14 SUCCESSION: corporation to have right of 11, 21 IXDEX TO LOUISIA^s^A. 39 SUB AND BE SUED: Pagp. corporations may 11, 20 TAXATION: special acts exempting from, not to be passed 5 power not to be surrendered 6 license tax on trades, callings, etc 7 exemption of mining and manufacturing companies 7 of railroad property 7 in aid of construction of railroads, general laws to provide for 9 of property of corporation, where assessed 17 of capital stock of corporation, where assessed 17 of foreign corporation 17 statement of officers to assessors 18 assessment of corporation, how entered 18 liens on property of corporation 18 property, charters and franchises subject to 26 bonds and stock deemed personal property 27 TRADE: * restrictions of, trusts for, are illegal. (See Trusts.) 28 TRANSFER: of stock, corporation to have place within state where may be made 9 TRESPASS: actions for, against corporations, where brought 18 in courts of justices of the peace 25 TRUSTS: forming, to regulate price of commodities, etc 28 forfeiture of charter 28 violation a conspiracy against trade 28 USURPATION: of office or franchise, action to prevent. (See Action) 19 quo warranto to prevent 24, 25 WAGES: not to be fixed by law 6 WAREHOUSE COMPANY: issue of bonds for construction 16, 29 mortgage to secure bonds to be recorded 17 WATER WORKS COMPANY: issue of bonds for construction 16, 29 mortgage to secure bonds to be recorded 17 39 MAINE. TABLE OF CONTENTS. CONSTITUTIONAL PROVISIONS. Page. Art. I. Declaration of rights 5 IV. Legislative ~ 5 REVISED STATUTES. TITLE I. THE STATE AND ITS SOVEREIGNTY. Oh. 1. Rules of construction 6 6. Taxation 6 TITLE rV. CORPORATIONS OF VARIOL'S KINDS. Ch. 46. Corporations In general 8 48. Manufacturing corporations 18 TITLE VI. COURTS OF PROBATE. Ch. 70. The Insolvent Law 23 TITLE VII. TITLES OF PROPERTY. Ch. 76. Title by levy of execution 24 TITLE IX. CIVIL RIGHTS AND REMEDIES. Ch. 81. Commencement of actions 24 82. Trooeedings in civil actions 26 84. Levy of executions 26 86. Trustee process 27 91. Mortgages of personal property 27 103. Estates in dower 28 TITLE XI. CRIMES AND OFFENSES. Ch. 120. Larceny 28 121. Forgery and counterfeiting •• -^ LEGISLATIVE ACTS PASSED SITBSEQUENTLY TO REVISED STATUTES OF 1883. MAINE, CO:^STITUTIO]S" OF MAI:N^E- 181 9. PROVISIONS RELATING TO CORPORATIONS. ARTICLE I. Declaration of Rights. Sec. 11. Laws Impairing the obllgatioa of con- tracts proliibited. 21. Private property not to be taken vrlthout just compensation. ARTICLE IV. Legislative. Sec. 14. Coi-porations, when practicable, to be formed under general laws. ARTICLE I. Declaration of Rights. § 11. The legislature shall pass no * * * law impairing the obligation of contracts, * * * Charters may be repealed. Ch. 46, § 23. [Private corporations exist by legislative grants, conferring rights and powers for special purposes. Yarmouth v. North Yarmouth, 34 Me. 411. Such grants constitute legal contracts, and the legis- lature cannot impair the obligation of them. Id. The existence, powers and capacities of cor- porations created by the legislature must depend upon the contract by which they were created. Penobscot Boom v. Lamson, IG Me. 224. Although charter of a corporation is an invio- lable contract between it and the State, corpora- tions, like persons, are subject to remedial legis- lation, and amenable to general laws. Coffin v. Rich, 45 Me. 507. There being no privity of contract between the corporators of a corporation and the invidual members, they are personally liable only by ex- press provision of charter; the repeal of such a statute does not impair the obligation of any contract. Coffin v. Rich, 45 Me. 5tJ7; contra, Hawthorne v. Calef, 2 Wall. 10. Charters are contracts with the State, the obli- gation of which cannot be impaired. Water Co. V. Water Co., 80 Me. 544; s. c, 15 Atl. Rep. Y85. When rights have become vested under them au- thority of legislature to destroy those rights is at an end, unless power of alteration or repeal is reserved. Id. But there may be such legislation as will in- juriously affect interests of corporation, and yet Impair ho obligation of contract. Id. When .State confers no exclusive privilege upon one company, it impairs no contract by incorpo- rating a second one and conferring similar powers and privileges. Id. Amendment of charter by legislature held not to be unconstitutional under this section. Proprs. V. Sullivan, 85 Me. 343; s. c, 27 Atl. Rep. 189. Legislation oftentimes injuriously affects interests of those with whom the contract exists, and yet impairs no obligation of contract. Id.] § 21. Private property shall not be talien for public uses -without just compensation; nor unless the public exigencies require it. [Corporation legitimately exercising right of eminent domain is not liable for consequential damages arising without its fault or negligence. Sumner v. Dam Co., 71 Me. 106.] ARTICLE IV. Legislative. § 14. Corporations sliall be formed under general laws, and shall not be created by- special acts of the legislature, except for municipal purposes, and in cases where the objects of the corporation cannot otherwise be attained; and, however formed, tliey shall forever be subject to the general laws of the State. Acts of incorporation are public acts. Chap. 1, § 6. General Laws, ch. 48, §§ 16-20. [A statute granting corporate powers Is In- operative until it is accepted. Bank v. Richard- son, 1 Me. 79. Where an act amendator.v of charter contains no provision requiring a formal acceptance of it, acceptance may be implied from corporate acts. Grants beneficial to the corporation may- be presumed to have been accepted. R. R. Co. V. Smith, 47 Me. 34. Acceptance of a charter must be proved by the best evidence in the power of party relying upon it. The records of a corporation are the regular evidence of its acts. Hudson v. Carman, 41 Me. 84; Coffin v. Collins, 17 id. 440; Whitman v. Church, 24 id. 236. If records cannot be produced, acceptance of charter may be proved by implication from the acts of the company. Hudson v. Carman, supra; Penobscot Boom v.' Lamson, 16 Me. 224; Dam Co. V. Grav, 30 id. .547: Sampson v. B. S. M. Co., 36 id. 78; M. & S. Fund v. Kendrick, 12 id. 381: M. & S. Fund V. Parks, 10 id. 441; Trott V. Warren, 11 id. 227. Legislature may incorporate a new and dis- tinct corporation 'out of two or more previously existing corporations. State v. R. R. Co., 66 Me. 488. In granting charter by State legislature, the presumption is that all preliminary requirements of law have been complied with. McClinch v. Sturges, 72 Me. 288. Constitutional amendment, which took effect in 1875, requiring formation of corporations to be under general statutes, does not apply to charter granted by legislature before the amenament, al- though amended bv it afterward. Farnsworth v. R. R. Co., 83 Me. 440; 22 Atl. Rep. 373. The four j-ears at expiration of which charter becomes by statute forfeited, unless company be organized and business commenced within that time, do not run against corporation, observing the statutory requirements beyond that time after its charter has been amended. The amendment is a legislative waiver of any forfeiture. Id.] MAINE. Construction; taxation — R. S., ch. i, § 6; ch. vi, §§5. 13, 14. EEYISED STATUTES OF MAI]SrE-1884. TITLE I. THE STATE AND ITS SOVEREIGNTY. CHAPTER I. Statutes and Rules of Construction. Sec. 6. Rules of construction. XIII. The word " person " may include a body corporate. XXVI. (As amended March 25, 1895, and March 26, 1S97.) Acts of incorporation shall be regarded in legal proceedings as public acts, and be in force on the date of their approval. All acts of incorporation granted since January one, eighteen hundred and ninety-three, become null and void in two years from the day when the same take effect, unless such corporations shall have organized and commenced actual business under their charters. The organization of any corporation which may be hereafter organized under any general law of this State becomes null and void within two years from the day whejj its certificate of incorporation has been filed in the office of the Secretary of State, unless such cox-po- ration shall have commenced actual business under its organization. [Section referred to. Stevens v. Bank, 70 Me. 181. And applied. State v. McAllister, 24 Me. 143; Belmont v. Morrill, 69 Id. 317.] CHAPTER VI. The Assessment and Collection of Taxes. Sec. 5. Personal estate includes shares of stock. 13. Taxes on personal estate, how and where assessed. 14. Exceptions to the rule of the preceding section. 15. Stock of toll bridges, how taxed. 16. Stock of corporations for supplying water or gas, how taxed. 17. Duty of assessors, collectors, treasurers and cashiers relating to same. 18. Clerk falling tb make return, property deemed corporate. 19. Taxes, how assessed and collected; franchise may bo sold in certain cases. 21, 22. Stock of companies invested in banks, how taxed. 28. Property of manufacturing, mining and smelting corporations taxed, where; shares in the capital stock not to be taxed to the owners. 30. Bank and other stocks owned out of State, how taxed. 31. Cashier or other officer required to ex- hibit books, and deliver certified copies of records of dividends; liability for neglect. Sec. 33. Collectors of taxes shall give notice. 138. Mode of distraining shares in corpora- tions. 139. Duty of corporation officer to furnish certificates of shares. § 5. Personal estate for the purposes of taxation, includes * * * all shares in moneyed and other coiTporatious within or without the State, except as otherwise pro- vided by law; * * *. [The capital stock of a bank can be assessed only once, and that upon the stockholders to the value of their shares. Bank v. Augusta, 36 Me. 255. But property composing no part of its capi- tal, so held by a bank, that no other person or corporation could be legally taxed therefor, as owner, is liable to be assessed to such bank. Id. A corporation owning personal property, not composing a part of its capital, is liable to be taxed for it in the town of its established place of business. Id. " All shares in moneyed corporations." Includes shares in national banks. Stetson v. Bangor, 56 Me. 274.] § 13. All personal property within or with- out the State, except in cases enumerated in the following section, shall be assessed to the owner in the town where he is an Inhabitant on the first day of each April. § 14. The excepted cases referred to in the preceding section are the following: III. Machinery employed in any branch of manufacture, goods manufactured or un- manufactured, and real estate belonging to any corporation, except when otherwise ex- pressly provided, shall be assessed to such corporation in the town or place where they are situated or emploj^ed; and in assessing stockholders for their shares in any such corporation, their proportional part of the value of such machinery, goods and real es- tate, shall be deducted from the value of such shares. Taxation of property of real estate corpora- rations. See Act of 1893, at p. 36; see ch. 46, §§ 30-35. [Legislature can impose no other taxes upon a corporation than those provided for in its charter, when the charters so expressly provided. State v. R. R. Co., 69 Me. 44. Before amendment of Constitution In 1875, legis- lature had power to create a corporation perpetu- ally and exempting it from taxation. Id. Above statute construed. Railway v. City, 37 Me. 444; R. R. Co. v. City, 60 id. 199.] § 15. The stock of toll bridges shall be taxed as personal property, to the owners MAINE. Taxation — E. S., ch. vi, §§ 16-19, 21, 22, 28, 30, 31. thereof, in the towns where they reside, except stock owned by persons residing out of the State, which shall be taxed in the town where the bridge is located, and where snch bridge is in two towns, one-half of such stock so owned by persons residing out of the State shall be assessed and taxed in each town. § 16. Stock in any local corporation, char- tered for the purpose of supplying towns with water or gas, held bj- any person un- known, or out of the State, shall be taxed in the town where such corporation is lo- cated or transacts its ordinary business, as provided for the taxation of bank stock, in section thirty. § 17. The powers of assessors, collectors and treasurers, and the liens on the stock, shall be the same as provided in sections thirty, thirty-one, thirty-three and thirty- four, and the duties therein imposed on cash- iers, shall be performed by the treasurers of such corporations. § IS. When the clerk of a corporation hold- ing property liable to be taxed, fails to comply with section thirty, of chapter forty- six, whether the corporation was chartered before or since the separation of Maine from Massachusetts, such property for the pur- poses of taxation, shall be deemed corporate property, liable to be taxed to the corpora- tion, although its stock has been divided Into shares and distributed among any number of stockholders. § 19. Such property, both real and personal, is taxable for State, county, city, town, school district, and parochial taxes, to be assessed and collected in the same manner and with the same effect as upon similar taxable property owned by individuals. If the coiTDoration has the right to receive tolls, such right or franchise may be taken and sold on warrant of distress for payment of such taxes, as such property is taken and sold on execution. § 21. When an insurance or other incorpo- rated company is required by law to invest its capital stock or anj' part thereof in the stock of a bank, or other corporation in the State, for the security of the public, such investments shall not be liable to taxation except to the stockholders of the company so investing as making a part of the value of their shares in the capital stock of said company. § 22. When the capital stock of any insur- ance company inconiorated in the State, is taxed at its full value, the securities and pledges held by said company to the amount of said stock, are exempt from taxation; but if the pledge or security consists of real estate in a town other than that where the stockholder resides, it shall be taxed where it lies, and the stock shall be exempt to the amount for which it is assessed. § 28. The buildings, lands, and other prop- erty of manufacturing, mining and smelting corporations, made personal by their char- ters, and not exempt from taxation, and all stock used in factories, shall be taxed to the coi-poration, or to the persons having possession of their propei'ty or stock, in the town or place where the corporations are established, or the stock is manufactured; and there shall be a lien for one year on such property and stock for payment of such tax, and it may be sold for payment thereof, as in other cases; and shares of the capital stock of such corporations shall not be taxed to their owners. Taxation of real estate of corporations. See Act 14, at p, 36. [The value of real estate of a corporation must be deducted from the value of the shares of the stock of the corporation, in assessing a tax upon the latter. Wheeler v. Comrs., 88 Me. 174; s. c, 33 Atl. Kep. 983.] § 30. (Amended, L. 1891, p. 140.) Stock of any bank or other corporation, except a manufacturing corporation, held by persons out of the State, or unknown, which has not been certified according to section thirty of chapter forty-six of the Revised Statutes, in any town in the State, and is not there as- sessed; and the stock of any bank or such other corporation appearing by the books thereof to be held by persons residing out of the State, or whose residence is unknown to the assessors, shall be assessed in the town where such bank or other corporation is located, or transacts its ordinary busi- ness; and such town has a lien on such stock and aJl dividends thereon, from the date of such assessment, until such tax and all costs and expenses arising in the collection thereof are paid. No assignment, sale, transfer or attachment passes any property in such stock unless the vendee first pays such tax and costs; cashiers of banks and clerks of such other coi-porations shall return to the assessors of the town where such banli or other corporation is located or transacts its business, all the stock in such bank or other corporation not i-eturned to the assessors of other towns, according to said section thirty of chapter forty-six. Revised Statutes; and such returns shall be made at the time and in the manner prescribed therein, and shall be the Ibasis of taxation of such property. § 31. (Amended, L. 1891, p, 141.) The cash- ier or other officer of each bank or other coiiDoration, except a manufacturing corpo- ration, shall exhibit on demand, to the as- sessors of any town all the books of such bank or other corporation that contain any record of the stock of such bank or other corporation or any dividend, declared or paid thereon, and if requested, shall deliver to them a true and certified copy of so much of said record as they require. Should any cashier or other olficer neglect or refuse to perform the duties required by this and the preceding section, the assessors may doom such bank or other corporation in such sum as thev deem reasonable, and the as- MAIKE. Taxation — R. S., ch. vi, §§ 33, 138, 139. sessment shall bind such bank or other cor- poration and the tax thereon shall not be abated, and for such neglect or refusal, such cashier or other officer forfeits five hundred dollars to be recovered in an action "of debt, half to the prosecutor and half to the State. § 33. (As amended March 23, 1897.) The collector of a town, to whom has been com- mitted a tax upon the stock of any bank or other corporation, except a manufactur- iuf? corporation, sliall, within thirty days after the bills of assessment are delivered to him, cause a Avritten notice to be de- livered to the cashier or president thereof, stating the description of stock taxed, to Avhom assessed, if stated in the bills, and the tax thereon. No dividend shall be paid on such stock after such notice until the tax and all cost thereon are paid. The cashier may pay such tax, and payment shall constitute ' a charge in offset against any dividend thereon. Should such tax i-emain unpaid for ninety days after such notice, the collector may sell such stock in the manner specified in sections one liundred and thirty-eight and one hundred and thirty-nine. For the purpose of collecting taxes on bank stock, collectors may act in any town. § 138. For non-payment of taxes, the col- lector or constable may distrain the shares owned by the delinquent in the stock of any corporation; and the same proceedings shall be had as when like property is seized and sold on execution. § 139. The proper officer of such corpora- tion, on request of such constable or collec- tor, shall give him a certificate of the shares or interest owned by the delinquent therein, and issue to the purchaser certificates of such shares according to tlie bj--laws of the corporation. TITLE IV, COHPORATIOS OP VARIOUS KIXDS. Ch. 46. Corporations In general. 48. Manufacturing corporations. CHAPTER XL VI. Corporations in General. Sec. 1. This chapter applies to all corporations. 2. Cicueral powers of corporations. 3. First meeting, how called: organization vallfi, whether made under this chap- ter or under chapter 48. 4. Any meeting may be called by a justice, when no other lejjal mode. 5. When all shareholders are present and sign record, meeting Is legal. 6. By-laws, what they may determine; how name may be changed, and effect thereof. 7. Whoever presides at meetings called by a justice, not responsible for error. 8. On failure to have annual meeting, offl.- cers hold over; effect of electing offi- cers on another day. 9. Clerk to call a meeting when objections are made to elections held on another day. 10. Clerk's oflice and records, where to be kept; records and books must be open to inspection; to be produced in court. 11. Clerk to file certificate of election in registry of deeds; attested copy, evi- dence of clerkship. 12. Transfer of shares, how made; certifi- cates, by whom signed; officers not to sign blanks for use, nor without knowl- edge of apparent title. 13. Proxies, powers of attorney, and rights under them. 14. Representation of mortgaged stock. 15. When capital becomes impaired, stock may be reduced; par value of shares to be reduced accordingly. 16. Remedy for objecting stockholder; pro- ceedings. 17. Copy of proceedings to be filed with secre- tary of State; penalty. 18. Such corporation may authorize issue of new shares. 19. Preventing use of records and books, penalty for. 20. Property and franchise may be taken for debts. 21. Corporations are bound by parol or Im- plied contracts. 22. Foreign, may sue and be sued here; acts of their agents bind them. 23. Acts of incorporation, liable to be altered or repealed. 24. Corporations continue for certain pur- poses for three years after charter ex- pires. 2.5. Court may appoint trustees; their powers. 20. Trustees to pay debts, and divide balance. 27. When and by whom a bill in equity may be filed for dissolution of a corpora- tion; notice and proceedings. 28. Court may appoint receivers and trustees, issue injunctions, pass Interlocutory decrees, and superintend collection and distribution of assets. 29. Personal liability of oflieers and share- holders unaffected. 30. Casliiers and clerks to ascertain resi- dence of stockholders and report same to town assessors by the 8th of April for taxation. 31. To make similar returns to secretary of State by the 8th of December, for use of legislature. 32. Such return may be mailed; penalty for neglect. 33. Secretary of State to notify attorney-gen- eral, who shall enforce penalty. 34. Suit to be discontinued, if returns are made within thirty days. 35. Additional penalty imposed on delinquent corporation ofiicer. 36. W^hen and how corporations ceasing to transact business, may be excused from filing annual i-eturns. 37. Stockholders' liability for company debts; to what extent, and how liable. 38. Stockholders' liability in corporations created since March 17, 1S;U. 39. Creditor may demand of stockholder to show i>roi)er1y. 40. To commence action within six months after judgment against corporation. 41. Stockholders' claim may be set off; such claims described. 42. Treasurer to keep a record of stockhold- ers' claim against company. 43. Clerk to furnish to officer names of stockholders. 44. Stockholders, except in banks, not liable beyond amount of stock. 45. Capital stock subscribed, stands for secur- ity of creditors; subscriptions must be paid bona fide. 40. Fraudulent dividends and withdrawals of stock, void against creditors, receivers or trustees. 47. Proceedings by bill in equity; limita- tions of stockholders' liability. MAII^E. Corporations; powers — R. S., Tit. iv, ch. slvi, §§ 1, 2. Sec. 48. What may be proved "by any such de- fendant. 49. Stockholder paying for corporation, may recover. 50. Officer having execution may sell real real estate in certain cases. 51. Corporations not allowed to divide capi- tal, until debts are paid. 52. Judgment creditor may file bill in equity in certain cases. 53. Proceedings, trial and decree in the suit. 54. Estate of corporations on dissolution is vested in shareholders. Section 1. This chapter applies to all cor- porations organized by special acts of the legislature or under the general laws of the State, except so far as it is inconsistent with such special acts or with public statutes, concerning particular classes of corpora- tions. See ch. 48, on manufacturing corporations. [Provisions of this chapter apply to all railroad corporations, unless especially exempted therefrom by charter. Came v. Brlgham, 3U Me. 35.] § 2. (As amended March 1, 1893.) Corpo- rations may (1) sue and be sued, (2) plead and be impleaded, in their corporate name; Corporation bound by Implied contracts. § 21. Foreign, may sue and be sued. § 22. Suits against stockholders. §§ 37 et seq. Officers having exe- cution may take debts due tlie corporation. Ch. 48, § 10. Execution against real estate. Ch. 76, §§ 43-45. Venue and commencement of actions. Ch. 81. Proceedings in civil actions. Ch. 82, §§ 16, 133. Execution against personalty. Ch. 84. Trustee process. Ch. 86. [Private corporations existing by the laws of other States have power to sue, in their corporate name, in this State; but their existence must be proved, by satisfactory evidence, like any other material facts. Mfg. Co. v. Armstrong, 17" Me. 34. The existence of plaintiff corporation and its capacity to sue are admitted by pleading the gen- eral issue. Bank v. Bagley, 68 Me. 249. A judgment against a corporation cannot be Im- peached for any defect in service of the original process by any party privy to it. To such it is valid until reversed. Came v. Brigham, 39 Me. 35. A corporation may be sued, in its own name, on a contract made to an agent for its benefit. Garland v. Reynolds, 20 Me. 45; Levant, etc, v. Parks, 10 id. 441; Acad. v. Starrett, 15 id. 44.3. The plea of general issue, to an action by a corporation, admits only its power to sue and be sued. Trustees v. Fisher, 30 Me. 523; Freeman V. M. W., etc., Co., 38 id. 343; R. R. Co. v. Veazie, 39 id. 571; R. R. Co. v. Dunn, 39 id. 587; Bank V. Baglev, supra; Steamboat Co. v. Sewall, 78 Me. 167; s. c. 3 Atl. Rep. 181. It is not essential to existence of corporation, or to its right to maintain actions at law, that its clerk should have filed in office of register of deeds a certificate of his appointment. Dam Co. V. Gray, 30 Me. 547: Hudson v. Carmen. 41 id. 84. To maintain action under a special statute au- thority, its terms must have been strictly com- plied with. R. R. Co. V. Ritchie, 40 Me. 425. In absence of proof that suit brought in name of a corporation was not authorized by it, its assent will be presumed, although the corporation is but a nominal partv. R. R. Co. v. Smith, 47 Me. 34. Venue of actions by railroad corporation whose road passes throusrh two counties. R. R. Co. v. Stevens, 28 Me. 434. Assumpsit cannot be maintained upon contract of a corporation made through an agent, who puts to it a seal, though it has not their common seal. Porter v. R. R. Co., 37 Me. 349. A corporation, acting within its powers, not liable for injury, suffered by an individual, bv alteration of the flux and reflux of tide. Parker v. Mill Dam Co., 20 Me. 353. In an action by a corporation, defendant can- not take advantage of any abuse or misuse of corporate powers not applicable to question in controversy; or object that no mode of service, of attachment, or means of redress, or relief is provided. Boom Corp. v. Lamson, 16 Me. 224. "Where charter provides for admission of mem- bers as witnesses in cases in which the corpora- tion is a party, one member cannot obiect to admission of others as witnesses, in an action be- tween him and the corporation. Cram v. Bangor House, 12 Me. 3.54. Declarations of stockholder or director not ad- missible in evidence against corporation, made when not acting as agent thereof. Pollevs v. Ins. Co., 14 Me. 141; Ruby v. Soc, 15 id. 306! It is incumbent on one ol.iiming title under deed from a corporation, excluded by an agent, to prove that such agent had been legally authorized. Miller v. Ewer, 27 Me. 509. Corporate liability, under charter, for damages sustained through negligence. Wevmouth v. P. L. D. Co.. 71 Me. 20. It must be shown that its agents exercised reasonable skill and ordinary diligence. Id. .\nd whether agents have been negligent is question for jury. Id. Corporation legitimately exercising right of emi- nent domain is not liable for consequential dam- ages arising without its fault or negligence. Sum- ner v. Dam Co., 71 Me. 106. Corporation liable on contract for money loaned to it. Castle v. Foundry Co., 72 Me. 107. A promissory note reciting " we " promise to pay, and signed "A. B.. Treasurer Gas Light Company," is the note of an individual and not of the corporation. ]McClure v. Livermore, 78 Me. 390; s. c. 6 Atl. Rep. 11. Power under charter of water company to es- tablish prices and rents to be paid for water, sub- ject to control of legislature, does not deprive the court of its jurisdiction to adjudicate between parties upon their legal rights. "Water Co. v. Adams, 84 Me. 472; s. c, 24 Atl. Rep. 840. A corporation that lets by contract, to each of several persons, the driving of logs in same stream is not liable to them for their torts upon each othor. Darling v. L. D. Co.. 85 Me. 22L Directors have authority, in behalf of the cor- poration, to release person whom they proposed to call as a witness. Lewis v. Bank, 32 Me. 00. Inasmuch as an insolvent corporation caiuiot re- ceive and discharge any insolvency, the fact tliat a defendant corporation in an action at law has been declared an insolvent deljtor, shows no cause for restraining the prosecution of the action at law to immediate final judgment. Miller v. Pack- ing Co.. 88 Me. 605; s. c, 34 Atl. Rep. 527. Fact that plaintiff in an action at law against an insolvent corporation intends to levy the exe- cution upon property which the corporation under- took to convey to other parties before its in- solvency, does not show any right of the de- fendant corpoi-ation to restrain such levy. Id.] (3) Have a common seal alterable at pleas- ure; See Act of 1889, relating to corporate seals, nt p. 32. [At common law " the impression of a seal Is not a seal; " but otherwise under present stat- utes. "U'oodman v. R. R. Co.. 50 Me. 549. .\ssumpsit cannot be maintained upon a contract of a corporation made through an agent who puts to it a seal, though it has not their common seal. Porter v. R. R. Co., 37 Me. 349. .\gent of a corporation may be appointed with- out seal, whatever may be the purpose of the 10 MAINE. Corporate powers — R. S., Tit. iv, ch. xlvi, §§ 2, 3. a>:ency. Fitch v. Mill Co., 80 Me. S4; s. c, 12 Atl. Kep. 732.] (4) Elect all necessary officers; prescribe their duties and fix their compensation; See ch. 48, § 2, note. Failure to elect officers. §1 8, 9. Officers not to siji:n blanks. § 12. Court may appoint trustees. S 20. And receivers. § 28. Feisonal liability of officers. §§ 29, 35. Treas- urer may sue in his own name, when. Ch. 82, § 16. Forgery of officer's signature, penalty. Ch. 121, § 9. Officer Issuing false certificates of stock, penalty. Id., § 10. (5) Make by-laws consistent with the laws of the State and their charters; By-laws may determine what. § 6. [Powers of a corporation are derived from the law and its charter. And no by-law of a cor- poration can enlarjxe its corporate powers. An- drews V. Ins. Co., 37 Me. 250. By-laws of a corporation are obligatory upon all its members, if not repugnant to the laws of the land. Came v. Brigham, 39 Me. 35. The by-laws of a corporation, made In pursu- ance of "its charter, are equally binding on all its members acquainted with their method of busi- ness, as any public law of the State. Cummings V. Webster, 43 Me. 192. Though made in pursuance of an express power, a by-law must be lawful and reasonable in order to be valid. If contrary to the common or stat- ute law, it is void. R. R. Co. v. Kendall, 31 Me. 470; Bridge v. AYoodman, id. 573; Came v. Brigham, supra; Driscoll v. Soc, 59 Me. 474.] (0) And hold and convey lands and other property. See Const., art. I. § 21. Sale of real estate on execution. § 50; ch. 70, §§ 43-45. Division of property upon dissolution. § 54. [Unless specially empowered, directors have no authority to sell any portion of the corporate estate essentially necessary for transacting its business. RoUius v. Clay, 33 Me. 132. Kor to make donations from, or misappropriate corporate funds, in violation of laws and rules regulating Its mode of action. Bank v. Johnson, 24 Mc. 490. At common law corporations have power to sell and convey their property real and personal, and to nuirtgage it for security on their debts. Fitch V. Mill Co., 80 Me. 34; s. c, 12 Atl. Rep. 732. But this right may be limited by statute, or by the acts under which they are organized. Id.] Directors must be and remain stockhold- ers, except that a member of another cor- poration, which owns stock and has a right to vole thereon, may be a director. [Corporate powern nnrt tlntics In gen- eral.-- Rule that a grant of privileges Is a grant of necessary incidents to the enjoyment of those privileges, does not apply so as to embrace as incidental privileges what are expressly excepted or forbidden in the grant. I'lummer v. Lumber Assn., 07 Me. 363. Corporations originating according to the rules of the common law must be governed by It in their organization and exercise of powers. Penob- scot Boom v. Lamson, JO Me. 224. The existence of a corporation may be inferred from the exercise of its corporate powers. Dam Co. V. Gray, 30 Me. 547; Sampson v. B. S. M. Corp.. 36 Id. 78. Corporations possess only such powers as law of tlielr creation confers. Franklin Co. v. Bank, 68 Me. 43. And parties dealing with them are chargeable with notice of their powers, and limita- tions thereof, and cannot plead ignorance to avoid defense of ultra vires. Id. All votes and proceedings of persons professing to act as corporators, when assembled beyond limits of State granting charter, are void. >iiller V. Ewer, 27 Me. 509; Freeman v. Mill Co., 38 id. 343. A corporation duly organized and acting within limits of State granting charter may act and contract, by agent, beyond limits of that State. Miller v. Ewer, supra. A corporation empowered to make contracts In writing cannot delegate such power. Asylum v. Johnson, 43 Me. 180. An authority given by a vote of a corporation to sell and convey its real estate may be reason- ably construed to include a right to make a bind- ing contract at a future day. Bank v. Hamblet, 35 Me. 491. Corporations cannot purchase, or hold, or de- liver any stocks of other corporations, unless ex- pressly authorized to do so by law. Franklin Co. V. Bank, supra. Corporate powers cannot be enlarged by by-laws. Andrews v. Ins. Co., 37 l\Ie. 256. "Whether duty imposed upon a corporation Is mandatory or merely directory is to be deter- mined by its nature and object, by what may be understood to be the intention of .the legisla- ture. Middle Bridge v. Brooks, 13 Me. 391. A corporation is not bound by acts or declara- tions of individual members, except when acting as agents. Ruby v. Soc, 15 Me. 306; Hersey v. Veazie, 24 id. 9. Person not a member of a corporation Is not bound by provisions of any vote it may have passed, or any contract it may have made, to which he is not a party. Weymouth v. P. L. D. Co., 71 Me. 29. Powers and duties of a dam company construed. Mill Co. V. Dam Co., 77 Me. 337. Of a company for manufacturing lumber. Burbank v. Mill Co., 75 Me. 373. Of a water company. Riche v. Water Co., 75 Me. 91; Water Co. v. TlUson, 69 id. 255. Of a log driving company. Patterson v. Log Driving Co.. 71 jNIe. 44; Weymouth v. Log Driving Co.; id. 29. An engineer in employ of a railroad has no Implied powers to bind company by his contracts. Gardner v. R. R. Co., 70 Me. 181. Contract made by a corporation which is unlaw- ful and void, because beyond scope of its powers, does not become lawful by being carried into exe- cution. Gas Liuht Co. v. G. F. & L. Co., 85 Me. 532; s. c, 27 Atl. Rep. 525. Where a new corporation is formed out of two or more previously existing, and by an act is to " have the powers, privileges and immunities pos- sessed by each of the corporations," whose union constitutes such new corporation, it will have only the privileges, powers and immunities, which the corporation, with the fewest privileges, powers and immunities possessed, and which were com- mon to all. State v. R. R. Co., 06 Me. 488.] § 3. Their first meeting, unless otherwise provided, shall be called by a notice signed by some person named in the act of incor- poration, setting forth the time, place, and l)urpose, of the meeting, a copy of which shall be delivered to each meml)or, or pub- lished in a newspaper in the county, if any, otherwise in the State paper, seven days be- fore the meeting; but tlie organization of all existing corporations made in accordance with this chajUor, or chapter fortj^-eight, are equally valid. See ch. 48, §§3, 17. Organization of corpora- MAINE. 11 Meetings; by-laws; clerk — R. S., Tit. iv, ch. xlvi, §§ 4-10. tions specially chartered. See Act 12, at p. 36. Under general law. See Act 15, at p. 37. [First meeting cannot be called at a place with- out the State, and all votes and proceedings at a meeting so held are wholly void. Miller v. Ewer, 27 Me. 509; Freeman v. Power & Mill Co., 38 id. 343. Organization Is not defective because notice of first meeting is not served on each corporator, when it appears that the powers conferred by charter have been assumed by persons by whom it was intended they should be enjoyed. Mc- Clinch V. Sturgis, 72 Me. 288.] § 4. When a meeting cannot be otherwise called, three members of the corporation may make written application to a justice of the peace where it is established, if local, or if not, where it is desired to hold the meeting, who may issue his warrant to either of such members, directing him to call a meeting by giving the notice required In the preceding section. When the law re- quires a notice to be published in some news- paper, or posted in some public place, the justice shall designate in his warrant the newspaper or place. [See College v. Mallett, 12 Me. 398.] § 5. When all the members of a corpora- tion are present at a meeting, and sign a written consent on the record thereof, such meeting is legal. § 6. Corporations may determine by their by-laws, the manner of calling and conduct- ing meetings; the number of membei-s that constitute a quorum; the number of votes to be given by shareholders; the tenure of the several officers; the mode of voting by proxy; and of selling shares for neglect to pay as- sessments; and may enforce such by-laws by penalties not exceeding twenty dollars. A corporation, at a legal meeting of its stock- holders, may vote to change its name and adopt a new one; and when the proceedings of such meeting, certified by the clerls: thereof, are returned to the office of the secretary of State to be recorded by him, the name shall be deemed changed; and the corporation, under its new name, has the same rights, powers, and privileges, and is subject to the same duties, obligations and liabilities as before, and may sue and be sued by its new name: but no action bi-ought against it by its former name, shall be de- feated on that account, but on motion of either party, the new name may be sub- stituted therefor in the action. Power to make by-laws. § 2 (5). [It does not require assent of subscriber to capital stock, to authorize legislature to change corporate name; the statute confers that right without assent. R. R. Co. v. Buck, 68 Me. 81. Where by-laws of corporation, whose capital stock Is divided into 400 shares, provided that no busi- ness should be transacted at any meeting of stockholders unless majority of stock was repre- sented, held, that 201 shares constituted such a majority, and that no meeting at which a less number was represented would be legal for trans- action of business. Mfg. Co. v. Faunce, 79 Me. 440; s. c, 10 Atl. Rep. 250. In order to be valid, a by-law must be lawful and reasonable. R. R. Co. v. Kendall, 31 Me. 471. Above section applied. Corporation v. Wood- man, 31 Me. 576.] § 7. When a meeting is called by a justice of the peace, he, or the person to whom his warrant was directed, may call the meeting to order and preside therein, until a clerk is chosen and qualified, if there is no officer present whose duty it is to preside. The person presiding is not responsible for an error in judgment in receiving or rejecting the vote of a person claiming to be a mem- ber. § 8. When a corporation fails to hold its annual meeting on the day appointed, the officers of the preceding year continue in the exercise of their duties, and their acts are legal, until other officers are chosen and qualified in their stead. When, upon due notice given, officers are regularly elected on any other day than that of the annual meet- ing, they shall hold their offices and perfonn their duties as if chosen on that day, unless a majority of the corporate members file with the clerk, within six months after such election, written objections thereto, and their acts shall be considered legal, until others are chosen and qualified in their stead. [Where there is nothing in State laws or in by- laws of the corporation to limit continuance In office of its clerk, the one properly chosen remains in office until another is chosen. Dam Co. v. Gray. 30 Me. 547. Above section applied. Hotel Co. v. Fisher, 56 Me. 323.] § 9. When such a notice is filed, the clerk shall call a meeting of the corporation, at such time and place as he appoints, and give the notice required for an annual meet- ing, stating in it the fact that objections have been filed, and the purpose of the meet- ing; and officers elected at such meetinir shall hold their offices, and their acts shall be considered legal, until other officers are chosen and qualified in their stead. § 10. (As amended INIarch G. ISSO.) All corporations, existing by virtue of the laws of this State, shall have a clerk who is a resident of this State, and shall keep, at some fixed place within the State, a clerk's office where shall be kept their records and a book showing a true and complete list of all stockholders, their residences and the amount of stock held by each; and such book, or a duly proved copy thereof, shall be competent evidence in any court of this State to prove who are stockholders in such corporation and the amount of stock held by each stockholder. Such records and stock- book shall be open at all reasonable hours to the inspection of persons interested, who may take copies and minutes therefrom of 12 MAINE. Clerk; certifitates of stock; proxies — R. S., Tit. iv, eh. xlvi, §§ 11-14. such parts as concern their interests, and have them produced in court on trial of an action in which tlioy are interested. The above provisions as to list of stockholders shall not apply to any corporation doing business in this State and having a treas- urer's office at some fixed place in the State where a stock-book is kept giving the names, residences and amount of stock of each stockholder. See § 8, note. [A corporation record is competent to show its corporators, in absence of countervailing evi- dence. R. R. Co. V. Dununer, 40 Me. 172; R. R. Co. V. AVhite, 41 id. 512; Coffin v. Collins, 17 id. 440. When a corporation has proceeded regularly to ascertain its corporators and the owners of its stock, and has entered tlioni in its records, all parties become thereby prima facie entitled to the rights thus secured to them. R. R. Co. v. Dumuier, supra. Under statutes In force In 1841, books of a cor- poration, so far as creditors were concerned, were conclusive evidence as to who were stockholders. Parol evidence was admissible to show that person had ceased to be a stockholder. Stanley v. Stan- ley, 2(3 Me. 191.] § 11. (As amended March ::(>, 18U7.) When- ever there is a change in the office of clerk of a corporation, he shall, within twenty days after acceptance of the office file a certificate of his election in the registry of deeds in the district where the corporation is located, or Avhere it has a place of busi- ness or a general agent; and an attested copy of such certificate shall be sufficient evidence that he is clerk, for service of process upon tlie coriKiration, until another certificate has been tiled. See $ 8, note. § 12. (As amended March 10, 1893.) When the capital of a corporation is divided into shares, and certificates thereof are issued. they may be transferred by indorsement and delivery, but such transfer is not valid, ex- cept between the parties thereto, until the same is so entered on the books of the cor- poration as to exhibit the names and resi- dences of the parties, the number of the shares, and the date of tlieir transfer. Cer- tificates of shares shall be issued to those entitled to them by transfer or otherwise, signed by the president or vice-president, and attested by the cashier, clerk or treas- urer. Neither shall sign blanks and leave them for use by the other, nor sign them without knowledge of the apparem title of the person to whom they are issued. In case of the absence or disability of either of said officers, the signature of a majority of the directors in his stead is sufficient. See ch. 48, §§ 4-7. Shares of stock sold on exe- cution. Ch. 84, §§ 12-2.3. Issuing false certifi- cates, felony. Ch. 121, § 10. Taxation of stock. See ch. 6. Owner of pledged stock may vote it. Ch. 40, § 14. See Act of 1897, relating to trans- fers, at p. 37. [Under statutes in force in 1841, books of a corporation, so far as creditors were concerned, were conclusive evidence as to wlio were stock- holders. Parol evidence was admissible to show that person had c<'ased to be stockholder. Stan- ley V. Stanley, 2(> Me. 191. When a corporation has proceeded regularly to ascertain its corporators and the owners of its stock, and has entered them in its records, all parties become thereby prima facie entitled to the rights thus secured to them. R. R. Co. v. Dummer, 40 Mo. 172. The corporation record is competent to show its corporators, in absence of countervailing evidence. Id.; R. R. Co. V. White, 41 Me. 512; Coffin v. Col- lins, 17 id. 440. A person becomes legally entitled to shares in a corporation by having them transferred to him on the books. The certificate of ownership is but additional evidence of the title. Rank v. P.urr, 24 Me. 2.')G; Bank v. Wilson, id. 273. A transfer of stock, made to fulfill a contract. Is not ineffectual on account of its being made two days earlier than the stipulated day. Dodge V. Barnes, 31 Me. 290. Where by-laws require transfer of stock to be made by treasurer, and not by owner, treasurer thereby becomes agent of owner for that purpose. Id. Where by-laws provide that shares should be transferable by indorsement in writing by the holder, " in presence of the cashier or two wit- nesses," held, that to make a valid transfer, cashier or witnesses must attest signature of holder. Dane v. Young, 01 Me. 100. Transfer made in violation of by-laws is void, and cannot be made valid by ratification. Id. Mandamus will not be granted to compel trans- fer of stock upon books of a corporation, or to compel certificates of stock to be issued, when. Townes v. Nichols, 73 Me. 515. Transfer of stock not against public policy, when. Greene v. Nash, 85 Me. 148; s. c, 26 Atl. Rep. 1114. Above section applied. FIske v. Carr, 20 Me. 301. No transfer of stock will secure it from attach- ment until It Is entered on the books. Bank v. Cutler. 49 Me. 315. Assignee of certificates of stock, who leaves them, with assignments unrecorded, in posses- sion of assignor, not guilty of negligence, when. Eaton V. Tel. Co., 68 Me. 63.] § 13. Shareholders may be represented by proxies granted not more than thirty days before the meeting which shall be named therein; they are not valid after a final ad- journment thereof. They may be repre- sented by a general power of attorney, pro- duced at the meeting, until it is revoked. Shares hyiiothecnied to the corporation shall not be represented. No person can give, by right of representation, a greater number of votes than is allowed to any one by the charter or by-laws. See § 2 (4), and note. § 14. After the owner of stock in a cor- poration has transferred, mortgaged or in any way pledged the -same to another for security merely, and it so appears in such transfer, mortgage or pledge, and on the books of the corporation, such owner con- tinues to have tlie right to vote upon such mai:N'E. 13 Reduction of capital; foreign corporations — R. S., Tit. iv, ch. xlvi, §§ 15-22. stock at all meetings of the stockliolders un- til his right of redemptiou ceases. § 15. Whenever the assets of a corpora- tion have been so diminished by losses or depreciation of property, that its capital is impaired, such coii>oration, at any meeting of the stockholders legally called therefor, with the consent of not less than two-thirds in amount of all its outstanding stock, ex- pressed at such meeting or at any adjourn- ment thereof, may reduce such stock to the extent of such impairment, and thereupon the par value of all shares issued or to be issued shall be reduced proportionally. See ch. 48, §§ 8, 20. § 16. Within thirty days after such re- duction, any stoclvhokler who has not agreed thereto, may file a bill in equity in any county in which said corporation has an established place of business, or in which it held its last stockholders' meeting, for a revision of its proceedings in making said reduction, upon which bill such proceedings may be annulled or modified, so that such reduction shall not exceed the actual im- pairment of capital. The action of the court, or, if no bill is filed as aforesaid, the action of the coi"poration, as provided in the pre- ceding section, shall be conclusive upon all parties, whether stockholders or creditors, and such reduction shall not create any per- sonal liability of any stockholder or officer thereof. See ch. 48, § 20. § 17. The clerk of said coiiDoration shall file with the secretary of State a certified copy of such proceedings, within thirty days after they are taken, or forfeit one thousand dollars, to be recovered by action of debt in favor of any existing or future c-reditor of such corporation first suing therefor in any court or county in which a transitory action between the same parties can be brought. § 18. Simultaneously with or after such reduction of its stock, such corporation may from time to time authorize the issue of new shares, of the reduced par value, until the gross capital equals the gross capital authorized by its charter or articles of as- sociation before such reduction was made, although the new shares should increase the whole issue beyond the number authorized by such charter or articles. See ch. 48, § 20. § 19. Any officer or member of a coi-pora- tion, who prevents access to and use of the records and books as provided in section ten, is liable for all damages occasioned thereby, in an action on the case. § 20. The property of any corporation, and the franchise of one having a right to re- ceive a toll establishes taken by another in good faith and assigned to him. Morgan v. Howlands, 36 Atl. Rep. 990.] § 38. The stockholders of corporations, excepting tliose created for literary, Ijenevo- lent, and baulking puiiioses, incorporated since March seventeen, eighteen hundred and thirty-one, are, as it regards debts of the corporation, suliject to the liabilities im- posed on stockholders by section thirty- seven, except for stock owned before April twenty-four, eighteen hundred and thirty- nine, and for stoclv held as executor, ad- ministrator, guardian or trustee. § 39. At any time within six months after the return of an execution against a cor- poration, recovered on a debt for which any stockholder is liable under section thirty- seven, unsatisfied in whole or in part for want of attachable property of the corpora- tion, the plaintiff in such execution may make demand of any stockholder thereof to disclose, and show attachable property thereof sufficient to satisfy the execution. See note to § 37. § 40. After demand as aforesaid, the exe- cution creditor may have an action on the case against such stockholder, to recover of him individually the amount of his exe- cution and costs, or the deficiency thereof, not exceeding the amount for which said stockholder is liable by section thirty-seven. Such action must be commenced within six months after the rendition of judgment against the corporation. See note to S 37. § 41. In such action, said stockholder may prove, in reduction of his liability, the amount of corporate del)t which ho has MAIIs^E. 17 Rights of creditors; creditors' actions — R. S., Tit. iv, ch. xlvi, §§ 42-i7. previously paid, and which has not been re- paid to him by the corporation; also any debt due him from the corporation, for which he, at the time, might maintain an action at law against it; and may show any other legal cause why judgment should not be rendered against him. [A member of a corporation, as such, cannot make himself its creditor bv the pavnient of its debts. Blanchard v. Assn., 59 Me. 202. By virtue of above section, debts vriiich a stock- holder has against an insolvent corporation may be set off against a debt which he owes for un- paid stock, in a suit against him b.v an assignee of the insolvent corporation as well" as when suit is brought by a judgment creditor. Appleton v. TurnbuU, 84 Me. T2; s. c, 24 Atl. Rep. 592.] § 42. The treasurer of every such corpo- ration shall keep a full record of all claims in favor of its stockholders agaiust the cor- poration, and exhibit the same with a par- ticular statement of its financial condition, to any creditor thereof, when requested by him, and on failure to exhibit such state- ment the stockholders shall not be entitled, in actions against them, to show previous payments on account of the corporation in reduction of their liability, but if they suffer damages by reason of being thus deprived of their defence, they have a remedy upon the bond of the treasurer. § 43. The clerk of every such corporation, on demand of an officer holding an execu- tion against it, shall furnish him with the names, and, so far as known to him, the residences of every person liable thereon under this chapter, and the amount of his liability. § 44. (As amended March 6, 1885.) No stockholder in any corporation, except in banks, has, after Feliruary twenty-four, eighteen liundred and seventy-one, been lia- ble for the debts of ot claims against such corporation beyond any amounts witlidrawn or not paid in, as provided in the two fol- lowing sections; but neither this section nor the four following, affect past or future lia- bilities of any officer of any corporation; nor any liability of any person or corpo- ration or remedy therefor, existing on said twenty-fourth day of February. § 45. The capital stock subscribed for any corporation is declared to be and stands for the security of all creditors thereof; and no payment upon any subscription to or agree- ment for the capital stock of jiny cori^oration, shall be deemed a payment within the pur- view of this chapter, unless bona fide made in cash, or in some other matter or thing at a bona fide and fair valuation thereof. [To relieve stockholders from liability for stock subscribed, or agreed to be taken, payment there- for must be made bona fide in cash, or in some other matter or thing at a bona fide and fair valuation thereof. Libbv v. Tobey, 82 Me. 397; s. c. 19 Atl. Rep. 904. Payment of stock in anything except money will not be regarded as payment, except to ex- tent of true value of property received in lieu of money. Id. When on payment of GO per cent, of its par value, as many shares of new stock as they al- ready have of old, are duly allotted to stock- holders, the unpaid 40 per cent, is a part of assets of corporation, and " stands for the se- curity of all creditors thereof " within meaning of above section. McAvity v. P. & i^. Co., 82 Me. 504; s. c, 20 Atl. Rep. 82. When business of a corporation is to be closed up by insolvency proceedings, creditor thereof holding such new stock thus unpaiu must pay in the balance and then take his percentage with other creditors. Id.] § 4G. Xo dividend declared by any corpo- ration from its capital stock or in violation of law, no withdrawal of any portion of such stock, directly or indirectly, no can- cellation or surrender of any stock, and no transfer thereof in any form to the corpora- tion which issued it, is valid as against any person who has a lawful and bona fide judgment against said cori)oration, based upon any claim in tort or contract or for any penalty, or as against any receivers, trustees or other persons appointed to close up the affairs of an insolvent corporation. See ch. 48, § 8. [A subscriber to capital stock of an unorganized business corporation has a right to withdraw, pro- vided he exercises the right before corporation is organized and his subscription accepted. Such a subscription is not a completed contract. Mill Co. V. Felt, 87 Me. 234; s. c, 32 Atl. Rep. 888. § 47. Any person having such judgment, or any such trustees, receivers or other per- sons appointed to close up the affairs of an insolvent corporation, may, within two years after their right of action herein given ac- crues, commence an action on the case or bill in equity, without demand or other pre- vious formalities, against any i^erson (if a bill in equity, jointly or severally, otherwise severally) who have subscribed for or agreed to take stock in said coi'poration and have not paid for the same; or who have received dividends declared from the capital stock, or in violation of law; or who have with- drawn any portion of the capital stock, or cancelled and surrendered any of their stock, and received any valuable consideration therefor from the coii)oration. except its own stock or obligation therefor; or who have transferred any of their stock to the corporation as collateral security or other- wise, and received any valuable considera- tion therefor as aforesaid; and in such ac- tion they may recover the amount of the capital stock so remaining unpaid or with- drawn, not exceeding the amounts of said judgments or the deficiency of the assets of such insolvent corporation. But no stock- holder is liable for the debts of the corpo- ration not contracted during his ownership of such unpaid stock, nor for any mortgage debt of said con^oration; and no action for the recovery of the amounts hereinbefore mentioned shall be maintained against a 18 MAINE. Creditors' actions — R. S., Tit. iv, ch, xlvi, §§ 48-51. stockholder unless proceedings to obtain Judgment against the corporation are com- menced during the ownership of such stock, or within one year after its transfer by such stockholder is recorded on the corporation books. [In an action by a Judgment creditor of a cor- poration apalnst a stockholder who has not fully paid for his stock, plaintiff must bring the case within the provisions of the two preceding sec- tions. Griudle v. Stone, 78 Me. 176; s. c, 3 Atl. Rep. 183. When judgment creditor of a corporation seeks to recover amount of such judgment, or any part thereof, from a stockholder who has not fully paid for his stock he must bring his case within provisions of the two foregoing sections. Libby V. Tobey. S2 ^le. 307; s. c, 19 Atl. Rep. 904. And must show what? Id. Above remedy exists only against those " who have subscribed for or agreed to take stock in Bald corporation and have not paid for the same." Id. The statute contemplates a transaction or con- tract with the corporation In accepting, subscrib- ing for, or agreeing to take stock; not one between individuals in the purchase of stock in open market. Id. A purchaser of stock assessable on its face, or by charter or by-laws of corporation and payable by installments, Is liable for amount remaining unpaid as if an original subscriber, chargeable with notice of any such unpaid balance, whether purchased of the corporation or in open market. Id. Upon a creditor's bill against a stockholder to enforce payment of unpaid stock, ownership of stock may be proved by payment therefor al- though no written subscription is produced. Bar- ron V. Burrill, 86 Me. 66; s. c, 29 Atl. Rep. 938. Certificates of stock are merely the usual evidence of proving ownership. Id. Above section construed. Id. In an action by judgment creditor of a corpora- tion against stockholder, under above section, it should be alleged that the debt was not a mortgage debt of the corporation. Omission of such allegation leaves the declaration insufficient on (lenuirrei-. Ilight v. Quinn, 86 Me. 494; s. c, 29 Atl. Rop. 1111. An agrocnicnt of one corporation to pay a mortgage debt of another does not make It a mortgage debt of its own. Its own debt is not secured by mortgage. Barron v. Paine, 83 Me. 312; s. c, 22 Atl. Rep. 218. A judgment regularly obtained against a cor- poration is conclusive evidence of its indebted- ness In a suit by creditors against stockholders, unless it be shown that such judgment was procured by collusion or fraud. Id. A stockholder in a business corporation is pre- sumed to continue to be a stockholder until con- trary is shown. Id. Correctness of decision in Burbank y. Gould, 15 Me. 118, questioned. Id.] § 48. A defendant in such suit may prove that he has already in good faith paid by himself or through another person who has assumed his stock or subscription, to any person holding a bona fide judgment, or to any such trustee or receiver, or other per- son authorized to receive it, or to the corpo- ration itself, the whole or any part of any amounts for which ho would be liable under this chapter; or that he has already in good faith and without collusion been sued for, and is still in peril of being compelled to pay, such amounts in whole or part, to some other person, in which latter case the suit may be continued to await, on payment of defendant's costs from tex'm to term; or he may prove that the amounts illegally re- ceived by him from said corporation were received more than two years before the claim arose on which such judgment was obtained, or if the suit is by trustees, re- ceivers or other such person, more than two years before the commencement of the legal proceeding by virtue of which such corpora- tion passed into the hands of trustees or re- ceivers; or he may prove the invalidity of such judgment in any particular which could avail the corporation on a writ of error, or that said judgment was not bona fide; or he may prove that he has bona fide claims in contract or tort, several, or joint with other persons, against said corporation, ab- solute or contingent, or which could be availed of by set-off in court or on execution, for the whole or any part of the amounts for which he would be liable under this chapter; or in case his stock was transferred to such corporation as collateral security or as pay- ment, he may either prove that the same was so transferred in good faith as security or payment for, or of, an anterior liability incurred without any concurrent agreement for the transfer of such stock, and for which the corporation was unable to obtain other sufficient security or payment, or in such case he may prove that whatever sum was received thereon, has been in whole or part repaid to such corporation; and proof of any of such matters is a full or partial defense for such defendant. § 49. When members of a corporation are liable for its debts, or for any acts of its officers or members, or to contribute for money paid on account of such debts or acts, the amount due may be I'ecovered of such corporation by an action at law, or a bill in equity; and the court may make all nec- cessary orders and decrees. [A member of a corporation, as such, cannot make himself its creditor by the payment of its debts. Blanchard v. Assn., 59 Me. 202. See Sampson v. Itflll Corp., 36 Me. 78.] § 50. When an officer, having an execution against a corporation not created for pur- poses of education or religion, certifies thereon that he is unable to find personal property of the corporation, the creditor may cause so much of its real estate to be seized and sold at public auction, in the town where it lies, in the manner provided for the sale of real estate of banks, and subject to the same right of redemption, as is nec- cessary to satisfy such execution and inci- dental charges. Widow may demand dower. Ch. 103, § 17. § 51. Corporations, not created for literary, benevolent, or banking purposes, shall not MAINE. 19 Creditors' actions — R. S., Tit. iv, ch. xlvi, §§ 52-54; M'f g corps.— Id., ch. xlviii, §§ 1, 2. so divide any of their corporate property as to reduce their stock below its par value, until all debts are paid, and then only for the purpose of closing their concerns. Illegal dividends prohibited. Ch. 48, S 8. [See Drlscoll v. Co-operative Soc, 59 Me. 474.] § 52. When such a corporation has unlaw- fully made a division of any of its property, or has property which cannot be attached, or is not by law attachable, any judgment creditor may file a bill in equity in the su- preme judicial court, setting forth the facts, and the names of such persons as are alleged to have possession of any such property, or choses in action, either before or after di- vision; names of defendants may be struck out or added by leave of court; costs awarded at discretion, and service made on the defendants named, as in other equity suits. They shall in answer thereto, dis- close on oath all facts within their knowl- edge relating to such property in their hands, or received by a division among stockhold- ers. When either of them has the custody of the records of the corporation, he shall produce them and make extracts therefrom and annex them to his answer, as the court directs. § 53. The court shall determine, with or without a jury, whether the allegations in the bill are sustained, and it may decree, that any such property shall be paid to such creditor in satisfaction of his judgment, and cause such decree to be enforced as in other chancery cases. Any question arising may, at the election of either party, be submitted to the decision of a jury under the direction of the court. § 54. When a corporation is dissolved, its real and personal estate is vested in the persons who were at the time shareholders, as tenants in common according to their interests. [A corporation may be dissolved In what ways. Penobscot Boom v. Lamson, 16 Me. 224; Hodsdon V. Copeland, id 314. A corporation is not dissolved by ceasing to exercise its powers. Nor because its stockholders and directors may consider it to be defunct. Rol- lins T. Clay, 33 Me. 132; Proprs. v. Webb, 66 id. 398. Dissolution of a corporation in another State will not prevent an action commenced against it here from proceeding to judgment unless it bo shown that the corporation is utterly extinct. Hunt v. Ins. Co., 55 Me. 290. Dissolution of a corporation by act of legislature deprives it of its corporate existence. Merrill v. Bank, 31 Me. 5T. Disposition of assets of dissolved corporation. Buck V. Ins. Co., 68 Me. 5;:!2. When a corporation, which, like mutual insur- ance companies, has no stockholders is dissolved, its personal property which remains after dis- charging its debts vests in the State. Titcomb v. Ins. Co., 79 Me. 315; s. c, 9 Atl. Rep. 732.] CHAPTER XLVIII. Manufacturing Corporations. Organiza- tion under General Law. Manufacturing Corporations. Sec. 1. Powers, liabilities and officers of manu- facturing corporations. 2. Officers, when chosen; number of direct- ors; president; treasurer to give bond; clerk to be sworn. 3. First meeting, how to be called; by- laws. 4. Capital to be fixed, divided into shares, and names of owners and their shares to be entered of record at first meet- ing; capital may be increased. 5. Certificates of stock to be issued, and are transferable. 6. Assessment may be made, and shares sold, for neglect to pay. 7. Notice of sale, how given; title of pur- chaser. 8. Dividends may be made, but not to re- duce capital or debts due; penalty. 9. Names of directors and clerk, and schedule of property, to be furnished to any officer having writ against the com- pany. 10. Officer, having an execution, may elect to take debts due the corporation; pro- ceedings. 11. Person refusing to obey the two preced- ing sections, subject to penalty. 12. Books to be produced, upon a trial for a penalty. 13. Children under fifteen years of age not to be employed without proof of school- ing; certificate of teacher, evidence. 14. Penalty for violation; superintending school committee to inquire, and county attorney to prosecute. 15. Persons under sixteen not to be em- ployed over ten hours a day; penalty. Certain Corporations Organized under General Lazu. Sec. 16. How three or more persons may organ- ize themselves into a corporation for certain enumerated purposes; other corporations excepted. 17. First meeting, how called; amount of stock and number of officers. 18. Before doing business, officers to prepare a certificate of facts, to be examined and approved by attorney-general, and then recorded in registry of deeds and secretary of State's office; their pay. 19. Thereupon to be a corporation, subject to this chapter and chapter 46. 20. Such corporations may by majority vote increase stock and number of directors; limit; notice to secretary of State. Manufacturing Corporations. Section 1. Manufacturing corporations shall exercise the powers and be subject to the duties and liabilities contained in this chap- ter and in chapter forty-six, and in their charters. They shall have a president, directors, clerk, treasurer, and any other desirable officers. Powers. See ch. 46, § 2, and note. § 2. Such officers shall be chosen annually, and shall continue in office until others are chosen and qualified in their stead. There shall not be less than three directors, one 20 MAINE. Manufacturing corporations — R. S., Tit. iv, ch. xlviii, §§ 3-5. of whom shall be by them elected president. No director can hold such ottice after he ceases to be a stocliholder. The treasurer shall pive bond for the faithful discharge of his duties, in such sum, and with such sureties, as are required. The clerk shall be sworn, and shall record all votes of the corporation in a book kept for that purpose. Failure to elect officers, effect. Ch. 4G, § 8. Personal liability of officers. Cb. 46, §§ 29, 35; Ch. 48, § 8. Officers Issuing false certificates of stock, penalty. Ch. 121, § 10. See Cb. 40 (4), note. [Notice of annual meeting for election of offi- cers to contain what. Sampson v. Mill Corp., 36 Me. 78. Where there Is nothing in by-laws of corpora- tion or laws of the State to limit tlie term of the officer, he remains In office until his succes- sor Is chosen. Dam Co. v. Gray, 30 Me. 547. Treasurer of corporation, who purchases stock In its behalf, does not render himself personally liable to pay therefor; aliter. If he acts for him- self, though purporting to act as its agent. Haynes v. Huunewell, 42 Me. 276. Treasurer cannot be charged as trustee of the corporation, for funds held liy him in his official capacity. Bowker v. Hill, GO Me. 172. As a general rule, a corporation is not re- sponsible for unauthorized or unlawful acts of its officers. Mitchell v. Rockland, 41 Me. 3(W. Acceptance of a draft by treasurer, without evi- dence of authority, does not render the corpora- tion liable thereon. Atkinson v. Mfg. Co., 24 Me. 171. General power given by directors to president to have full control of the business authorizes bim to purchase materials, borrow money, and give note of a corporation for borrowed money. Castle V. Foundry Co., 72 Me. 177. Acts of de facto officers binding upon third parties. Simpson v. Garland, 70 Me. 203. Notice to officers, when not tdnding on corpora- tion. Bank v. €hase, 72 Me. 220. Treasurer of a corjioratlon is not its trustee with respect to its funds, tie is a mere depositor of the money. Taylor v. Taylor. 74 Me. 582. The law raises no Implied promise to pay jjresl- dent of private corporation for official services; and a by-law providing ibnt directors shall fix compenwition will not «'ri1itle bim to recover for such services until dir<-'tors fake the necessary action; nor then. If th«-y do not act before cor- poration is adjudged insolvent. M'-Avity v. P. & P. Co.. 82 M<-. .V>4: B. r.. 20 Atl. IK-p. 82. Evidence that a particular person was once chosen tr'-asurer, and has continued to act as such, held sufficient evidence that he Is still treasurer as to third parties. Mason v. Belfast Hotel Co., 36 Atl. Rep. 624. Creditors t' • ■ • ■ 'i «be company's agf-nt liable for wasting.' the ground that It con- stitutes a I '-n of trust funds. In re Brockway ^:;.. - , :.-> Atl. Rep. 1012. A treasurer wtio used corporat'- funds to pay for stock of the con'oration pur'-bjised by him and other consent of ; liable for t; Where dli- by tbeir cjj onlT T»r f i< for tbems"lve«, with the holders and directors, was power to bind corporation ' power may be exerdsf-d '-tt T. Warren, 11 Me. 227; ' . 12 Id, 354. dir^-ction '-oncrirred In by •11) >,«• tilridiTisr on corT>ora- ' Td. Direct- ; -oration, to / call as a • rg bave no -f*<- fgihtif " "ns T. fT'JW. ion of l.'iw ntid Its regulations. Bank v. Johnson, 24 Me. 4110. I Mrcctors cannot delegate their powers in case of sale of shares for default In piivnieut of as- sessments. K. H. Co. V. Ultclile, 40 Me. 42.'. Pireclors and managers of a c-orporation are truKtees, lioliliiig fiduciary relation to stock- holders, and cannot be jierniltled to acquire in- terests adverse to such relation. Ky. Co. v. I'oor, 50 Me. 277. Thus, directors carinotderlve pecuni- ary benefit from contracts of a corporation. Id. For official mlscomiuct and fraudulent discharge of duties of directors, they are responsible to the corporation. Smith v. Poor, 40 .Me. 415. Remedy of Individual wiio has sufTered damage through sucli misconduct is against company and not against the offenders. Id. Directors hold corporate property under Implied or constructive trusts for benefit of creditors. Baxter v. Moses, 77 .Me. 405; s. c, 1 Atl. Rep. 350. It Is the duty of director to know the comiition of corjioration, and he cannot avail himself of any dereliction of such duty to secure a personal advantage over other creditors of the corporation. Clay V Towle, 7« Me. 80; s. c, 2 Atl. Ren. 852. Purchase by director of a railroad of land upon which lie antifipntes the truck or buildintrs may be located, cannot necessarily be construed to have been made In trust for companv. R. R. Co. V. Stubbs. 77 Me. .504: s. c. 2 Atl. Rep. ». Directors cannot sell all tlie property and busi- ness of the corporation under the guise of a sale of their stock, and receive the entire proceeds to tbelr private use. Cusick v. Bartlett, 39 All. Rep. 497.] § 3. The first meeting may be called by a majority of the persons named in the act, In the manner prescribed in section three, of chapter forty-six, giving fourteen days' notice thereof. By-laws may be made and enforced as provided in section six of that chapter. See ch. 40, S 3. [Organization of corporation not defective be- cause notice of first meeting Is not certified upon each corporator In accordance with law, when it appears that the corporate powers have been assumc'd by the persons by whom It was Intended they should be enjoyed. McClinch v. Sturgis, 72 Me. 288.] § 4. The capital shall i»e fixed within the limits of the charter and divided into shares; and the names of owners, and tlje nunjlHT of shares owned by each, shall be entered of record at its first nj«-eting. The cajtital may be subsequently increased to the amount allowed by its cljai-ter, by adding to the number of shares. See cb. 46, f 12, and notes. Stockholders' lia- bility. See ch. 46, ti 37-54. [Where charter requires • lime and place for opening books ' Mon to be given under direction of j njed In Its flrxt section, majority of the p' li'jijs thus named may lawfully give such notice. B. K. Co. v. White, 41 Me. 612.] i 5. Certiflcate«, stating the number of shares owned by them, signed by the • urer. with the sefil of the corj'oration ;' shall be furnished to the stockholders. J tj^y are transferable, as provided in sectJon twelve of chapter forty-six. He« cb. 46, I 12, and notes. \>- 21 S.h,-\r\V«! t^^r thl'!"^> .*r1\r^ !h-.^ K ; A. Of n;:.;,.s ... |'>I\>1V. ;ni> u> ■.;•.■. t^iN? n'.:r.;!^-; ,-i vV.. i,v ■. .- ; : ;- xtxVk «\f * ^^M 1 IKm) Is no; ,i -a i-vp.vw ;;, ;v,^ tx> ^Nj».v tVNV r .V w r!i i i'P. .'1 K ;,-.;::.• ,. ; : . ., t;un ;i;ia;b.-i ,-; v:;::;,v . l>«^l'>M-i' lis >>1 !i.lUi»,' . i..> thai (uniihoi .^r shswA, St«>i, 54«uuN V, Moons <^'> t«\. »M^1> Tho »vtvnn\ ot tl\^ »«m*> of *\H^t\ * v to tho NO.->Vt«V\ of Strtliv fl-« :1 viin> of 11\o .s of frt>-l, nn.l o»(»\ >M «U> »Oj «^^^•^v^\•nUo\^ to «\rttut«l» «.(lott on suUn. > hmumi *iitv«Muoi\t, >{. K> iNv \\ \U)ok, iVN Mo, .^ "No otl\or \\o»«*«»1 fl»>tst\> «« «otlo\\ t!» »\o.V)»s«j^vy i; nrosovtbt^tl tn bj'-Uw* of tho ^^^ti^^M'*^to\». iv >v iNv V, \nu>\t«or, sujNrs^ A oou.Htton«l *»hs.M(\itl.M\ to *tooK bi' ' ' • *■ . VftHit n»\.< to «^^«xttt«^o A \\A\\ of tl\o f. wxthxoctiMlouM wo«l(vtto«*> U, K, t\v \ imi. n •tndrt, \Vh«Mv ohavtor tV(\«t\V!t ^-^^Itrt^ -^t-.^o^ ^•<^ ,^M^'*^^» , of <\ot l<^!«x \h>\\\ utvon tuuwtn i»o>Nn\o>»l »nwt t>o »>\«>to \>\>o\i \vi^»\l>v> f..->ti>lWMi-. tu, U, ^^ » .> \ \.\i'./i.v ,■;•,' M.> N.l t? U O.v V, \>\n»«\ov, x^Vt^rt, \lii^\«tvl\»(S rt toss n\oo\vrit of oupUnl ytooK. w horo1i\ n>\\o\u>( >o,)\iho.\ 1=^ ■ )«ortl>o.t fow Ort><»>o1 »>\rtKo \N>v\lov*» »nb» 1 : , llnt^lo rt!« xhnwhottUMA, \\1\v< luo \>o( »«. l\ b. . ^ thi' n>to\iHlo»>, \^ IV V, Vort»(o> >««\n\>« \Vho>v rti\>o»\«t of littooK t* not i\\o.t in ot»«>tor «n»t oor|».\«ntlon \\rti» voto.t whrtt .nn.M.ni aii.v\.i,i W unUK.Mthoit, (t U not rt jx\val\ Ids unbworliMlon \\rt» n\rt>1. Snh>«iM'H>non fov »tooK on ^>.^n1^^«l^■•• •> i.> .. unhMOvlhov, rtftovwrtVit \.: v«\|.l. (honah rtivoiMo.t l\v lt>o ooi>|>ow\Hon> tt «, >>(»,. Oo, \ , \ on«l«\ )«\t|nrt. i tSv, > Whoiv oon.ltilon of A\i»n.ovt|Ntton wrt* tUrtt n.M \n nnnv thiui n\o .lonaoa on rt xJirtiv i«t\on\«> ho rts hnon MOwHOit «t ono nn\o, iimt two ov nnM>o rtssotwn^ont* 1 xoKsni. ni> w \vo»\» inndo rtt i«rtn\o tdno. h\\\ \»«\n»ont \\rti» w i >vntn\onoo,t .«t s M* AW^s^■'^'i^^^tt^^S^, K *< \"Vk, u*Xo *».*» ■ t>N h.\VtV \V«n\ \Nv W t»\*)»A V»K>t»Uv »SV \ rus^n, w M»^ N^ 22 MAINE. Manufacturing corporations; assessments — R. S., Tit. iv, ch. xlviii, §§ 7-14. Unconditional subscription to talic and pay for certain number of shares at par value is binding, even tliouph amount of capital stock was not fixed, and minimum number of shares named in charter were not subscribed for. 11. K. Co. v. Kinsman, 77 Me. 370. When subscriber to stock cannot be held to his subscription. Steamboat Co. v. Sewall, 80 Mo. 400; s. c, 14 Atl. Rep. 039; Same v. Same, 78 Me. 167; s. c, 3 Atl. Rep. 181. When he may be held thereon. R. R. Co. v. Kinsman, supra; W^ebber v. Dunn, 71 Me. 331. A subscriber to capital stock of an unorganized corporation has a right to withdraw, provided he exercises the right before the corporation is organized and his subscription accepted. Bryant V. Felt, 87 .Me. 234; s. c, 32 Atl. Rep. 8SS. Sale of the entire property and business of a cori)oration held a defense to an action on an un- paid subscription. Cusick v. Bartlett, 39 Atl. Rep. 497.] § 7. The treasurer, before the sale, shall give notice of the time and place thereof, and of the amount due on each share, in a newspaper printed in the town, if any, if not, in the county where the manufactory is established, otherwise in the State paper, three weeks successively; and the treas- urer's certificate of the sale of such shares, recorded as other transfers, passes the title to the purchaser. § 8. Dividends of profit may be made by the directors, but the capital or the debts due shall not thereby be reduced, until all debts due from the corporation are paid. Any officer or member, who votes or aids to make a dividend in violation hereof shall be fined not exceeding two thousand dol- lars, and imprisoned less than one year; and all sums received for such dividends may be recovered by any creditor of the corporation in an action on the case. See ch. 46, §§ 15, 46, 51, 52, 53. See Act of 1885, at p. 29. [Funds of a corporation, whenever earned, are to be divided among those who are stockholders when a dividend is declared. Goodwin v. Hardy, 57 Me. 143; Hagar v. Bank, 63 id. 509. A cor- poration has the right to hold a cash dividend, as pledge for indebtment of shareholder to it. Id. A dividend declared on shares under attach- ment are subject to the lien. Id. When a dividend is declared out of profits and earnings, payable in money, it belongs to person holding the stock at time of such declaration, ■whether holder be a life tenant or remainderman, regardless of the source of such proflits and earn- ings, the time when earned or the size of the dividends. Richardson v. Richardson, 75 Me. 570. One who is entitled to the " net annual Income " of stock can rightfully claim what'/ Gilkey v. Paine, 80 Me. 319; s. c, 14 Atl. Rep. 205. I'referred stockholders take their shares upon conditions regarding dividends named in a by- law as a contract between themselves and the corporation. R. R. Co. v. Belfast, 77 Me. 445; s. c, 1 Atl. Rep. 362. Preferred stockholder is not a creditor, nor Is a dividend guaranteed to him. Deficiency of divi- dend for one year is not to be made up from net earnings of another year. Id. The term " net earnings " means such as are applicable to dividends, and these would be gross receipts and loss interest on company's indebted- ness and in floating llal)ilities, and less also an annual contribution to a sinking funu. Id. As a rule officers of a corporation are solo judges of propriety of declaring dividends, unless they act Illegally, wantonly or oppressively. When right to dividend is acquired a court of equity will com- pel company to declare it. Id. Directors are not justified in refusing to declare dividends to preferred stockholders merely be- cause corpoi'ation cannot pay all its funded mort- gage indebtedness at maturity if dividends be paid; other conditions are to be considered. Hazeltine v. R. R. Co., 79 Me. 411.] § 9. Every agent or person having charge of coiTJorate property, shall, on reiiucst. fur- nish to any officer having a writ or execution against the corporation for service, the names of the directors and clerk, and a schedule of all property, including debts known by him to belong to the corporation. § 10. An officer, having an execution against such a corporation and unable to find property liable to seizure, or the cred- itor, may elect to satisfy it, in whole or in part, by a debt due to the corporation not exceeding the amount due to the creditor, and the person having custody of the evi- dence of such debt shall deliver it to such officer with a written transfer thereof to him for the use of the creditor, which shall constitute an assignment thereof, and the creditor, in the name of the corporation, may sue for and collect it, subject to any equitable set-off by the debtor. § 11. Any officer or other person, who un- necessarily neglects or refuses to comply with the two preceding sections, forreits not exceeding four times the amount due on such execution, and may be imprisoned less than one year. § 12. When a suit or prosecution is pend- ing for a violation of any provision hereof, the clerk or person having custody of the books of the corporation, shall, upon rea- sonable written notice, produce theiu on trial; and for neglect or refusal so to do, he is liable to the same fine or imprison- ment as the jiarty on trial v\-ould be. § 13. No child shall be employed or suf- fered to work in a cotten or woolen manu- factory without having attended a public school, or a private school taught by a person qualified to be a public teacher; if under twelve years of age, for four months, if over twelve and under fifteen, for three months, of the year preceding such employ- ment. A certificate under oath of such teacher, filed with the clerk or agent before employment, is the proof of such schooling. An Act (1887) providing for fortnightly payment of wages. See p. 30. § 14. Any owner, agent or superintendent of such manufactory, for each violation of the preceding section, forfeits one hundred dollars, to be recovered by indictment, half to the prosecutor and half to the town where the offense was committed, to be added to its school money. Superintending school committees shall inquire into such violations, and report tliem to tlie county attorney, who shall prosecute therefor. MAIl^E. General corporations — R. S., Tit. iv, ch. xlviii, §§ 15-18. 23 § 15. No person under the age of sixteen years shall be employed by any corporation for more than ten hours of a day. Who- ever violates this provision forfeits one hun- dred dollars, half to the town where the offense is committed, and half to the per- son employed; to be recovered by indict- ment. Certain Corporations Organized under General Laws. § 16. Three or more persons may associate themselves together by written articles of agreement, for the purpose of forming a corporation to carry on any lawful business, Including corporations for manufacturing, mechanical, mining or quarrying business and also corporations whose purpose is the carriage of passengers or freight, or both, upon tlie high seas, or from port or ports in this State to a foreign port or ports, or to a port or ports in other States, or the car- riage of freight or passengers, or both, upon any waters where such corporations may navigate; and excepting corporations for banking, insurance, the construction and operation of railroads or aiding in the con- struction thereof, and the business of sav- ings banks, trust companies or corporations intended to derive profit from the loan or use of money, and safe deposit companies, including the renting of safes in burglar- proof and fire-proof vaults; also excepting telegraph and telephone companies. Corporations must be formed under general laws. Const., art. IV, § 14. Acts of incorporation are public acts. Ch. 1, § 6. An act relating to record of clianges in organization. See p. 29. To payment of wages. See p. 30. To corpora- tions especially chartered. See p. 36. To change of location of corporation organized under above section. See p. 36. To organization. See p. 37. [The doings of persons attempting to organize become void and of no effect unless the certificate of attornev-general has been obtained. Assn. v. Clarlie, 61 Me. 351. The members of a corporation are legally pre- sumed to be citizens of the State by the laws of which it was created and in which alone it has a legal existence. Hobbs v. Ins. Co., 56 Me. 417. A lumber company organized under above sec- tion, as a manufacturing corporation, is not a railroad company because it constructs a railroad on its own land to facilitate its lumbering opera- tions. Palangio v. Lumber Co., 86 Me. 315; s. c, 2U Atl. Pep. 1087. Quasi public corporations cannot sell or lease their corporate powers and privileges, and thereby disable themselves from performing public duties, without legislative authority. Gas Light Co. v. G. F. & L. Co., 85 Me. 532; s. c, 27 Atl. Rep. 103. A serious objection to traffic in corporate fran- chises is the ease with which such a power could be used to create monopolies. Id. Chapter 102, Laws 18U5, provides for organiza- tion of gas and electric companies under this act.] § 17. (As amended March 25, 1891.) Their first meeting shall be called by one or more \ of the signers of said articles, by giving { notice thereof, stating the time, place and purposes of the meeting to each signer, in writing, or by publishing it in some news- paper printed in the county, at least four- teen days prior to the time appointed there- for. At such meeting they may organize into a corporation, adopt a corporate name, define the purposes of the coi-poration. fix the amount of the capital stock, which shall not be less than one thousand, nor more than ten million dollars, divided into shares, and elect a president, not less than three direct- ors, a clerk, treasurer, and any other neces- sary officers, and may adopt k code of by- laws. See ch. 46, § 3; ch. 48, § 3. § IS. (As amended by K 180.">. oh. 89, and L. 1897, ch. 225.) Before commenc- ing business, the president, treasurer, and a majority of the directors shall prepare a certificate setting forth the name and purposes of the corporation, the amount of capital stock, the amount already paid in, the par value of the shares, the names and residences of the owners, the name of the county where it is located, and the number and names of the directors, and the name and residence of the clerk, and shall sign and make oath to it; and after it has been examined by the attorney-general, and been by him certified to be properly drawn and signed and to be conformable to the Constitution and laws, it shall be recorded in the registry of deeds in the county where said corporation is located, in a book kept for that purpose, and within sixty days after the day of the meeting at which such corporation is or- ganized, a copy thereof certified by such register shall be filed in the secretary of State's office, who shall enter the date of filing thereon, and on the original certificate to be kept by the corporation, and shall record said copy in a book kept for that purpose. Such corporation shall pay the attorney-general and secretary of State five dollars each for their services, in advance; and before said certificate is filed in the office of the secretaiy of State, when the amount of the capital stock does not exceed ten thousand dollars, it shall also pay to the treasurer of State for the use of the State the sum of ten dollars; when the amount of the capital stock exceeds ten thousand dol- lars and does not exceed five hundred thou- sand dollars, it shall pay to the treasurer of State for the use of the State, the sum of fifty dollars; when the amount of the capital stock exceeds five hundred thousand dollars, it shall pay to the treasurer of State for the use of the State ten dollars for each one hundred thousand dollars of the capital stock; and the treasurer's receipt for said sum shall be filed with the secretary of State as a condition precedent, before he 24 MAINE. Increase of capital — R. S., Tit. iv, ch. xlviii, §§ 19, 20; insolvent — Id., Tit. vi, ch. Ixx. § (U. Bhall be authorized to receive said certificate for filing. See note to next section. [.\nv corporation heretofore organizer! under Bald chapter 48. which caused the certificate to be recorded in the registry of deeds of tlie county In which such corporation is dcs^cribod in said certificate to be located, shall be deemed to have complied with the requirements of section 18 of saiil chapter 48 relating to recording said cer- tificate. Acts of 1893, ch. 212.] [The doctrine of waiver on the part of the State of breach of a condition precedent to exercise of corporate functions is not applicable when, by terms of charter, the franchise abso- lutely determines upon failure to perform such conditions. State v. Bridge Corp., 85 Me. 18; s. c, 26 Atl. Rep. 947. In a proceeding against a corporation there may be judgment of ouster of the particular franchise, and not the whole charter. Id.] § 19. From the time of filing such certifi- cate in the secretary of State's office, the signers of said articles and their successors and assigns shall be a corporation, the same as if incorporated by a special act, with all the rights and powers, and suT:)ject to all the duties, obligations and liabilities provided by this chapter and chapter forty-six. [Unless the certificate of the attorney-general be obtained as required by statute, persons as- sociating themselves together under provisions of this chapter do not become a corporation. Fac- tory Assn. V. Clarke, 61 Me. 351. Manufacturing corporations, created under pro- visions of this chapter, stand on an equality with those " Incorporated by special act " as to rights and powers conferred and as to duties, obligations and liabilities imposed by chapter 46. I'oor v. Wllloughby, 64 Me. 379. Above section cited. Car Co. v. Cook, 70 Me. 146.] § 20. (As amended March 15, 189.3.) If the stockholders of any corporation created by special charter and not charged with the performance of auy ]iulilic duty, or nrtiaui^'d under the general laws of the State, find that the amount of its capital stock is in- sufficient for the purposes for which said corporation is organized, or that the number of directors is inconvenient for the trans- action of its business, the stockholders may by a vote representing a maiority of the stock issued, increase the amount of its capital stoclv to any amount not exceeding ten million dollars, and may change the number of their directors in like manner, and the corporation shall file a certificate thereof with the secretary of State within ten days thereafter, and thereupon said vote shall take elTect. When the capital stock is increased from en thousand dollars or less to not exceeding five luindred tliousand dollars, the coiiioration shall pay to the treasurer of State for the use of the State the sum of forty dollars. AYhen the capital stock is increased to any amount exceeding five hundred thousand dollars, it sliall pay to the treasurer of State for the use ot the State, the sum of ten dollars for each one hundred thousand dollars of such increase, and the treasurer's receipt for same shall be filed with the secretary of State, before he shall be authorized to receive any cer- tificate of an increase of capital stock. See note to preceding section. TITLE VI. COURTS OF PROBATE. CHAPTER LXX. The Insolvent Law. Sec. 61. This chapter applies to corporations; exceptions; proceedings; but no dis- charge shall be granted nor stockhold- ers' liability affected. § 01. This chapter (the Insolvent Law) ap- plies to all corporations created by the law of the State, carrying on manufacturing, trading, mining, building, insurance or other private business, Init does not apply to cor- porations engaged in business involving puljlic duties aud obligations, among which are railroads, banks, corporations engaged in supplying cities and towns with gas or water, and other corporations of like char- acter; and upon petition of any officer au- thorized by legal vote of such corporation, passed at a legal meeting called for that purpose, or upon petition of any creditor or creditors of such corporation, made and presented as in this chapter is provided in the case of au individual debtor, aud tipon such notice as the judge orders, a hearing shall be had upon such petition, and if it appears that such corporation is insolvent, aud that such facts exist as would author- ize the judge to issue a warrant against the estate of an individual clel)tor, such corporations shall be adjudged insolvent, aud a warrant shall issue agaiust its prop- erty and effects, as hereinbefore provided; and all the provisions of this chapter re- lating to proceedings subsequent to the issuing of a warrant against the estate of an mdividual debtor, apply to saitl corpora- tion aud the disposal of its effects and estate, but no discharge shall be granted to such corporation, and nothing in this cliapter affects the liability of any stockholder in such corporation as Is now provided by law. Court may appoint receiver. Ch. 46, § 28. Per- sonal liability of stockholders of insolvent cor- poration. Ch. 46, §§ 37 et seq. [Corporations engaged in business Involving pulilic duties and obligations, including gas and water companies, are expressly exempted by statute from operation of the Insolvent Law. Edi- son Co. Y. ]•:. & P. Co., 82 Me. 464; s. c, 10 Atl. Rep. 859. Au electric light and power company, organized under general laws of the State, is such .T corporation. Id. Whether use is a public one by reason of exercise of right of eminent domain, how determined. Id.] MAIXE. 25 Execution — R. S., Tit- 7, ch. 76, §§ 43^5; actions, etc.— Id., tit. 9, ch. 81, §§ 2, 13, 1.5. 1orations, may maintain suits in their own names as treasurers on contracts given to them or their predecessors, and prosecute suits pend- ing in the name of their predecessors. § 133. In actions of a corporation, its travel is computed from the place where it is situated, if local, otherwise from the place where its business is usually transacted, not exceeding forty miles, unless its agent act- ually travels a greater distance to attend court MAINE. 27 Levy on shares of stock — R. S., Tit. ix, ch. Ixxxiv, §§ 12-21. CHAPTER LXXXIV. Levy of Execution on Personal Property. Sec. 12. Shares in Incorporated companies, how to be sold. 13. Notice of seizure of, how to be given, if not attached; and how if attached. 14. Officers of corporations shall certify number of debtor's shares; penalty. 15. Shares sold shall be transferred; new certificate to buyer; dividends. Ifi. Notice of sale, how to be given. 17. Franchise of corporation, how to be sold; notice of sale of, how to be given. 18. Mode of sale; possession, what, and how to be given to the purchaser. 19. Rights and duties of the purchaser. 20. Rights of redemption by the corporation. 21. Franchises of railroads wholly within the State, notice of sale of, how to be given in each county interested; con- veyance by sheriff's deed. 23. Notice of second attachment shall be given to the first attaching officer. § 12. Any share or interest of a stockbolder or proprietor in an incorporated company, may be taken on execution and sold in the following manner, and not otherwise, any- thing in the charter of such company to the contrary notwithstanding. § 13. If the property was not attached on mesne process in the same suit, the officer shall leave a copy of the execution with the treasurer, cashier, clerk, or other recording officer of the company, and the property shall be considered as seized on execution when the copy is so left. If it was so at- tached and remains attached, the officer shall proceed in seizing and selling it on execution as in section sixteen. § 14. The officer of the company having the care of the records or account of shares, or interest of the stockholders, shall, on ex- hibition to him of the execution, give the officer holding it a certificate of the number of shares held by the judgment debtor, or of the amount of his interest, under the penalty provided in section twenty-seven of chapter eighty-one. § 15. Within fourteen days after the sale, the officer shall leave an attested copy of the execution and of the return thereon, with the officer of the company whose duty it is to record transfers of shares; and the purchaser is thereupon entitled to a certifi- cate or certificates of the shares bought by him, on paying the fees therefor, and for recording the transfers; and if such shares or interest were attached in the suit in which the execution issued, he shall have all dividends which accrued after the at- tachment. [Section applied. Hagar v. Bank, 63 Me. 514.] § 16. In selling such shares or interest, the officer holding the execution shall give no- tice in writing of the time and place of the sale to the debtor, by leaving it at his last and usual place of abode, if within the county where the officer dwells; and public notice thereof by posting it in one or more public places in the town where the sale is to be made, and in two adjoining towns, if there are so many, thirty days at least before the day of sale; and shall publish an advertisement of the same import, nam- ing the judgment debtor, for three weeks successively before the day of sale, in some public newspaper printed in the county, if any, if not, in the State paper; and if the debtor never lived in the county, posting the notification and publishing the adver- tisement as aforesaid are sufficient. [Section cited. Baker v. Bean, 74 Me. 20.] § 17. When judgment is recovered against a bridge, canal, or other incorporated com- pany with power to receive toll, its fran- chise may be sold on execution at public auction, giving notice of the time and place of sale by posting a notification in any toAvn, in which the treasurer, clerk, or any offi- cer thereof, if there are any officers, and if not, where any stockholder resides, for thirty days at least before the day of sale, and by causing an advertisement, naming the creditor therein, to be inserted for three weelvS successively in a newsj)aper printed in a county where either of said officers, or, if the company is without officers, where any stockholder resides, the last publica- tion being at least four days before the day of sale; and if there is no newspaper printed in any such coimty, then in the State paper. § 18. In the sale of such franchise, who- ever will pay and satisfy such execution, all fees, and incidental expenses, in considera- tion of being entitled to receive to his own use all such toll as the corporation is en- titled to receive, for the shortest period cf time, is the highest bidder, and the pur- chaser for such period; and immediately after such sale, the officer shall deliver to him possession of the toll houses and gates, in whatever county situated, and state his doings therein in his return. § 19. The purchaser of such franchise, and those claiming under him, may receive to their own use the tolls accruing within the time limited in the purchase, and shall have all the powers of the corporation necessary for the convenient use of the property, be subject to the same duties and penalties during the term of said purchase, and may recover of said corporation any moneys paid or expenses incurred in consequence of such liability, and without their fault or negli- gence. § 20. The corporation, at any time within three months after the day of sale, may redeem said franchise by paying to the pur- chaser the sum which he paid in satisfac- tion of the execution, with twelve per cent, interest, in addition to the toll received. § 21. The provisions of the four preceding sections apply to the franchises of railroad corporations whose railroads lie wholly within the State, except that notice shall be given of the time and place of such sale. 28 MAINE. Trustee process; cliat'l mort.— R. S., Tit. ix, ch. Ixxxvi, §§ S, 9, 36; cb. xci, § 1; ch. ciii, § 17. by posting a notification thereof at the court- house in each county through which such railroad runs, either wholly or in part, for thirty days at least before the daj^ of sale, and by causing an advertisement to be in- serted for three weeks successively in at least one newspaper published in each county through which the road runs, either wholly or in part, the last publication to be at least four days before the day of sale, and if there is no newspaper printed in any one or more of such counties, then in the State paper instead; and when the company has an established office in the State, notice of the sale shall also be given by leaving an attested copy thereof at the olfjce of said company for not less than thirty days pre- vious to such sale; and notice given in the manner herein provided is sutticient. The officer shall deliver to the purchaser a con- veyance by deed of the franchise so sold. § 23. If a share in a corporation, or other property that may be attached without tak- ing and keeping possession thereof, is at- tached or taken on execution, and is subse- quently attached or taken on execution by another officer, he shall give notice thereof to the officer who sells under the first at- tachment or seizure; and if, without such notice, he pays the balance of the proceeds of sale to the debtoi he is not liable there- for to the person claiming under such sub- sequent attachment or seizure. CHAPTER LXXXVI. Trustee Process. Sec. 8. Corporations may be summoned as trus- tees; they may answer by attorney or agent, and disclose. 9. Taxes due from principal defendant to corporations are exempted. 36. Liability of stockholders of a corporation. § 8. All domestic corporations, and all for- eign or alien companies or corporations es- tablished by the laws of any other State or country, and having a place of business, or doing business within this State, may be summoned as trustees, and trustee writs may be served on them, as other writs are served on such companies or corporations; and they may answer by attorney or agent, and make disclosures, Avhich shall be signed and sworn to by such attorney or agent, or such other person upon Avhom legal service of the writ may be made; and the same pro- ceedings shall thereupon be had through- out, except necessary changes in form, as in other cases of foreign attachment. [See Walker v. Tewksbury, 67 Me. 496. A corporation summoned as trustee may dis- close by attorney. Head v. Morrill, 34 Me. '580. A railroad company, in making disclosures bv agent under a trustee process, is not concluded by entries upon its books. Bigelow v. R. R. Co. 37 Me. .•',20. Where corporation Is summoned as trustee, what is sufficient service. Harris v. R. R. Co 47 Me. 208. ' Money in hands of station agent, received for tickets and freight, cannot be attached by trus- tee process by creditor of company. Pettincill V. R. R. Co., 51 Me. 370. Cashier of bank in which funds of a corporation are deposited cannot be holden as trustee or such corporation. Sprague v. Nav. Co., 52 Me. 592. See Foxton v. Kucking, 55 Me. 350: Clark v. Clark, 62 id. 250.] § 9. Any corporation summoned as trus- tee of a defendant, may set off and deduct from any amount found due the defendant from the trustee and attached by trustee process, the amount due from the defend- ant to the trustee for taxes. § 36. * * * The amount, which a stock- holder of a corporation is liable to pav to a judgment creditor thereof, may be attached by a creditor of such judgment creditor, by trustee process served on such stockholder at any time after the commencement of the judgment creditor's action against him, and before the rendition of judgment therein. See ch. 46, §§ 37, 38, as to liability of stock- holders. CHAPTER XCI. Mortgage of Personal Property. Sec. 1. Mortgage by corporation to be recorded where. Section 1. (As amended February 21, 1895.) No mortgage of personal property is valid against any other person than the parties thereto, unless possession of such property is delivered to, and retained by the mort- gagee, or the mortgage is recorded by the clerk of the city, town or plantation or- ganized for any purpose, in which the mort- gagor resides, when the mortgage is given. AVhen all the mortgagors reside without the State, the mortgage shall be recorded in said city, town or plantation, where the property is when the mortgage is made; but if a part of the mortgagors reside in the State, then in the cities, towns or plantation in which such mortgagors reside, when the mortgage is given. A mortgage made by a corporation, shall be recorded in the town where it has its established place of business. If any mortgagor resides in an unorganized place, the mortgage shall be recorded in the oldest adjoining town or plantation, organ- ized as aforesaid, in the county. Mortgage of domestic to foreign corporation. See Act of 1897, at p. :i7. CHAPTER CIII. Estates in Dower. Sec. 17. Demand upon a corporation, and the time for bringing the action. § 17. When a corporation is the tenant of the freehold, she (the widow) must de- mand her dower in writing of any officer thereof, on whom a writ in a civil action against it may be served; and the time be- tween the demand and the suit shall be sixty days, instead of thirty; but a second demand may be made as aforesaid. See ch. 46, § 50. MAIXE. 29 Embezzlement; false certificates, etc.— R. S., Tit. xi, ch. cxx, § 9; ch. cxxi, §§ 9, 10. [When a foreign corporation Is seized of real estate situated in tliis State, and has a tenant thereon, the demand of dower may be made, under provisions of above section, upon the ten- ant In possession. Stevens v. Bank, 70 Me. 180.] TI'liiK XI. CRIMKS AM) OFFENSES, CHAPTER CXX. Larceny Sec. 9. Embezzlement by agent Is larceny. § 9. * * * Any insurance agent, or agent of any corporation doing business in the State, who appropriates to his own use any money, or substitute for money, received by him as such agent, or refuses or neglects to pay over and deliver the same to the party entitled to receive it, for thirty days after written demand upon him therefor, is guilty of larceny, and shall be punished ac- cordinglv. CHAPTER CXXI. Forgery and Counterfeiting, and Fraudu- lent Stocks. Sec. 9. Forgery, by false certificates and ficti- tious signatures. 10. Making or issuing false certificates of stock, or pledging genuine, without au- thority. § 9. If any any person, legally authorized to take the proof or acknowledgment of any instrument that by law may be recorded, willtully and falsely certifies that such proof or acknowledgment Avas duly made; or if any person fraudulently affixes a fictitious or pretended signature, purporting to be that of an officer or agent of a corporation, to any written instrument puiijorting to be a draft, note, or other evidence of debt is- sued by such corporation, Avith intent to pass the same as tiiie, although such person never was an officer or agent of such cor- poration, or never existed, he is guilty of forgery and shall be punished as provided in section one. § 10. If an officer or agent of a corpora- tion willfully signs with intent to issue, or issues any certificate purporting to be a cer- tificate or other evidence of the ownership of the transfer of any stock in such corpo- ration, not authorized by its charter, by- laws, or votes, or without such authority issues, sells, or pledges such certificate or other evidence of ownership or ti-ansfer of stock after it is lawfully signed, he shall be punished by imprisonment in the State prison for not more than ten years and by fine not exceeding one thousand dollars. [Where a crime is committed, under color of corporate authority, the individuals concerned, and not the corporation, should be indicted. State V. Works Co., 20 Me. 41.] LEGISLATIVE ACTS RELATING TO CORPORATIONS ENACTED SUBSEaUENTLY TO 1884. 1. Relating to record of changes in organization of cori>orations. 2. To repeal penalties and forfeitures on account of failure to comply with certain laws. 3. To provide for fortnightly payment of wages. 4. To regulate hours of labor and employment of women and children. 5. Relating to use of corporate seal. 6. To prevent formation of trusts and combina- tions. 7. Requiring foreign corporation to send detailed statement to bank examiner. 8. To provide for corporation reporting to State librarian. 9. Relating to the employment of labor. 10. To define the rights of minority stockholders. 11. To give right of action for injuries causing death. 12. In relation to organization of corporations specially chartered. 13. Relating to changes in location of corporations. 14. Relating to taxation of real estate corpora- tions. 15. Relating to organization of corporations under the general law. 16. Relating to service of process on foreign cor- porations acting as trustees under mort- gages. 17. Relating to transfers of stock. Act 1. AN ACT relating to corporations and record of changes in organization thereof. Be it enacted by the senate and house of representatives in legislature assembled, as follows: Section 1. Whenever a corporation shall make a change in it's charter or cer- tificate of organization, in any manner, for the more convenient transaction of its business, it shall forward a notice of such change to the secretary of State, who shall record the same in a book kept for that purpose, and for making such record the corporation shall pay the secretaiy of State for his services, five dollars, in advance; said fee not to be within the provisions of sec- tion thirty-eight of chapter two of the Re- vised Statutes. § 2. This act shall take effect when ap- proved. (Approved March 6, 18S5.) Act 2. AN ACT to repeal penalties and forfeitures on account of the failure to comply with section eight of chapter forty-eight of the Revised Statutes of eighteen hundred and seventy-one. Be it enacted by the senate and house of representatives in legislature assembled, as follows: Section 1. No action or indictment shall be maintained for any penalty, or for- feiture, or fine imposed in consequence of a failure to comply with the requirements of section eight, chapter forty-eight of the Revised Statutes of eighteen hundi'ed and seventj--one; and this act shall apply to 30 MAINE. Wages; employes in factories — Acts, March 17, 1887. pending suits and indictments commenced since the repeal of said statute, except as to costs. (Approved March 6, 1885.) Act 3. AN ACT to provide for the fortnightly pay- ment of wages. Be it enacted by the senate and house of representatives in legislature assembled, as follows: Section 1. Every manufacturing, mining, quarrying, stone-cutting, mercantile, horse railroad, telegraph, telephone and mu- nicipal corporation, and every incorporated express and water company, and any person or firm engaged in any of the above specified kinds of business, having in their employ more than ten persons, shall pay fortnightly each and every employe engaged in its business, the wages earned by such em- ploye to within eight days of the date of said payment; Provided, however, That if at any time of payment, any employe shall be absent from his regular place of labor, he shall be entitled to said payment at any time thereafter on demand. ' § 2. (As amended February 28. 1895. and March 17, 1897.) Any corijoration violat- ing any of the provisions of this act, shall be punished by a fine not less than ten nor more than twenty-five dollars on each com- plaint under which it is convicted. Provided, Complaint for such violation is made within thirty days from the date thereof. § 3. When a coi-poration against which a complaint is made under this act. fails to appear after being duly seiwed with process, its default shall be recorded, the allegations in the complaint taken to be true, and judg- ment rendered accordingly. § 4. When judgment is rendered upon any such complaint against a corporation, the court may issue a warrant of distress to compel the payment of the penalty pre- scribed by law, together with costs and in- terest. § 5 The provisions of this act shall not apply to municipal officers whose services are paid for by the day, or to teachers* em- ployed by municipal corporations. § 6. This act shall take effect May one, eighteen hundred and eighty-seven. (Approved March 17, 1887.) Employment of minors In factories. Ch. 48, {§ 13, 14, 15. Act 4. AN ACT to regulate the hours of labor and the employment of women and children In manufacturing and mechanical estab- lishments. (As amended March 17, 1893.) Be it enacted by the senate and house of representatives in legislature assembled, as follows: Section 1. No female minor under eigh- teen years of age, no male minor under sixteen years of age, and no woman shall be employed in laboring in any manufacturing or mechanical establishment in this State, more than ten hours in any one day, ex- cept when it is necessary to make repairs to prevent the interruption of the ordinary running of the machinery, or when a differ- ent apportionment of the hours of labor is made for the sole purpose of making a shorter day's work for one day of the week; and in no case shall the hours of labor ex- ceed sixty in a week; and no male per- son sixteen years and over shall be so employed as above, more than ten hours a day during minority, unless he volun- tarily contracts to do so with the con- sent of his parents, or one of them, if any, or guardian, and in such case he shall re- ceive extra compensation for his services; Provided, however. Any female of eighteen years of age or over, may lawfully contract for such labor for any number of hours in excess of ten hours per day, not exceeding six hours in any one week or sixty hours in any one year, receiving additional com- pensation therefor; but during her minority, the consent of her parents, or one of them, or guardian, shall be first obtained. § 2. Every employer shall post in a con- spicuous place in every room where such persons are employed, a notice printed in plain, large type, stating the number of hours' work required of them on each day of the week, the exact time for commencing work in the morning, stopping at noon for dinner, commencing after dinnei", and stop- ping at night; the form of such ijrinted notice shall be furnished by the inspector of factor- ies, workshops, mines and quarries here- after named, and shall be approved by the attorney-general. And the em- ployment of any such person for a longer time in any day than that so stated, shall be deemed a violation of section one, unless it appears that such employment is to make up for time lost on some previous day of the same week, in consequence of the stopping of machinery upon which such person was employed or dependent for employment. § 3. Whoever, either for himself, or as superintendent, overseer or agent of another, employs or has in his employment any per- son in violation of the provisions of section one, and every parent or guardian who per- mits anj^ minor to be so employed, shall be punished by a fine of not less than twenty- five dollars nor more than fifty dollars for each offense. A certificate of the age of a minor made by him and by his parent or guardian at the time of his employment, shall be conclusive evidence of his age in behalf of the hirer, upon any prosecution for a violation of the provisions of sectio?i one. Whoever falsely makes and utters such a certificate with an intention to evade the provisions of this act. shall be subject to a fine of one hundi-ed dollars. § 4. It shall be lawful for any person, firm or corporation engaged in any manufactur- MATN^E. 31 Children in factories, etc. — Act, March 17, 1887. ing or mechanical business, to contract with adult or minor employes to give one week's notice of intention on such employe's part, to quit such employment under a penalty of forfeiture of one ^veek's wages. In such case, the employer shall be required to give a like notice of intention to discharge the employe; and on failure, shall pay to such employe a sum equal to one week's wages. No such forfeiture shall be enforced when the leaving or discharge of the employe is for a reasonable cause. Provided, however. The enforcement of the penalty aforesaid, shall not prevent either party from recover- ing damages for a breach of the contract of hire. § 5. No child under twelve years of ago, shall be employed in any manufacturing or mechanical establishment in this State. Whoever, either for himself, or as superin- tendent, overseer or agent of another, em- ploys or has in his employment any child in violation of the provisions of this section, and eveiy parent or guardian who permits any child to be so employed, shall be pun- ished by a fine of not less than twenty-five nor more than fifty dollars for each offense. § 6. No child under fifteen years of age shall be employed in any manufacturing or mechanical establishment in this State, ex- cept during vacations of the public schools in the city or town in which he I'esides, un- less during the year next preceding the time of such employment, he has for at least six- teen weeks, attended some public or private school, eight weeks of which shall be con- tinuous; nor shall such employment continue unless such child in each and every year, at- tends some public or private school for at least sixteen weeks, and no child shall be so employed who does not present a certifi- cate made under or by the direction of the school committee, superintendent of the pub- lic schools, or the teacher of a private school, that such child has so attended school. And it shall be the duty of such committee, super- intendent or teacher, to furnish such a cer- tificate in accordance with the fact upon re- que.st and without charge. Provided, That this section shall not take effect until Janu- ary one, eighteen hundred and eighty-eight. § 7. Any parent or guardian who procures a child to be employed contrary to section six, and any corporation, owner, superin- tendent or agent of the owner, of such es- tablishment violating the provisions of said section, shall forfeit the sum of one hundred dollars, one-half to the use of the county, I and one-half to the u.se of the city or town ' where the offense is committed. Money so [ recovered to the use of the city or town. I shall be added to its school money. It shall be the duties of the school committees and superintendent of public schools, to inquire into violations of >^aid section and report the same to the county attorney, who shall prose- cute therefor. § 8. Every owner, superintendent or over- 41 seer of any such manufacturing or mechani- cal establishment shall require and keep on file, a certificate of the age and place of birth of every child under sixteen years of age employed therein, so long as such child is so employed, which certificate shall also state in the case of a child under fifteen years of age, the amount of his school at- tendance during the year next preceding such employment. Said certificate shall be signed by a member of the school committee of the place where such attendance has been had, or by some one authorized by such commit- tee, and the form of said certificate shall be furnished by the State superintendent of Schools, and shall be approved by the attor- ney-general. The inspectors of factories, workshops, mines and quarries hereinafter named or either of his assistants, may de- mand the names of the children under six- teen years employed in such establishment, in the several cities and towns of the State, and may require that the certificates of age and school attendance prescribed in this sec- tion, shall be produced for his inspection, and a failure to produce the same, shall be prima facie evidence that the employment of such child is illegal. § 9. The governor, by and with the ad- vice and consent of the council, shall ap- point an inspector of factories, workshops, mines and quarries, at a salary of one thou- sand dollars a year, who shall hold office for two years, or until his successor is ai>- pointed, unless sooner removed. It shall be the duty of the inspector of factories, work- shops, mines and quarries to inquire into any violations of this act, and also to assist in the collection of statistics and other in- formation which may be required, for the use of the bureau of industrial and labor statistics. And said inspector of factories, workshops, mines and quarries shall, in ad- dition to his salary provided by law, be allowed his reasonable expenses. Whenever the governor of this State shall be satisfied that the Inspector of factories, workshops, mines and quarries cannot perform all the duties of his said oflice required by this section, in person, he shall, with the advice and consent of the council, appoint a suflB- cient number of assistant deputies to assist him in so doing. Said assistants shall hold their ofiice for the term of two years, and act under the direction of said inspector of factories, workshops, mines and quarries, and shall receive the sum of two dollars per day and reasonable expenses while actually engaged in duty. Said assistants may, at any time, be removed for cause by the gov- ernor. All bills for the expenses of the in- spector of factories, workshops, mines and quarries and for the services and expenses of such assistant deputies, shall be audited by the council. For the piu-pose of inquiring into any violation of the provisions of this act, and enforcing the penalties thereof, such inspector of factories, workshops, mines 32 MAINE. Corporate seals; trusts aud combines — Acts, February 5 and March 7, 1889. and quarries and assistants may, at all rea- sonable times, enter any manufacturing or mecliauical establishment and make investi- gation concerning such violation. Such In- vestigation shall be conducted with as little interruption as possible to the prosecution of the business of such establishment. Who- ever interferes with said inspector of fac- tories, workshops, mines and quarries or his assistants, in performance of their duties as prescribed in this act, shall be fined fifty dollars. § 10. Nothing in this act shall apply to any manufacturing establishment or business, the materials and products of which are per- ishable and require immediate labor thereon, to prevent decav thereof or damage thereto. § 11. This act shall take effect July 1, 1887. (Approved March 17, 1SS7.) Act 5. AN ACT relating to use of corporate seals. Be it enacted by the senate and house of representatives in legislature assembled, as follows: Whenever a corporate seal is used or re- quired on any instrument, an impression made on the paper of such instrument by the seal of the corporation, without any ad- hesive substance shall be deemed a valid seal. (Approved February 5, 1SS9.) See ch. 46, § 2(3). [At common law, " the impression of a seal is not a seal; " otherwise now. Woodman v. R. R. Co., 60 Me. 549.] Act 6. AN ACT to prevent such formation of trusts, combination of business firms, incorpo- rated or unincoii)orated companies, or as- sociations of persons or stockholders, as may be contrary to public policy Be it enacted by the senate and house of representatives in legislature assembled, as follows: Section 1. It shall bo unlawful for any firm or incorporated company, or any nuni- ber of firms or incon^orated companies, or any unincorporntod comiinny. or any asso- ciation of pei-sons or stoclcholders, organized for the purpose of manufacturing, producing, refining, or mining any article or product which enters into general use and consump- tion by the people, to form or organize any trust, or to enter into any combination of firms, incorporated or unincoiT)orated com- panies, or association of stockholders, or to delegate to any one or more board or boards of ti'ustees or directors the powers to con- duct and direct the business of the whole number of firms, coi-porations. companies or associations which may have, or whicli may proiwse to form a trust, combination or association inconsistent with the provisions of this section and contrary to public policy. § 2. No certificate of stock, or other evi- dence of interest, in any trust, combination, or association, as named in section one of this act, shall have legal recognition in any court in this State, and any deed to i"eal estate given by any person, firm, or corpora- tion, for the purpose of becoming interested in such trust, combination or association, or any mortgage given by the latter to the seller, as well as all certificates growing out of such transaction, shall be void. § 3. Any incorporated company now oper- ating under the laws of this State, and which at the date of the passage of this act, may be interested in any trust, combination or association, named in section one of this act, or any firm, incoiTporated or unincorpo- rated company, or association of persons or stockholders, who shall enter into or become interested in such trust, combination or asso- ciation, after the passage of this act, shall be deemed guilty of a misdemeanor, and be subject to a fine of not less than five nor more than ten thousand dollars; Provided, That nothing in this section shall be so con- strued as to apply to such incoi'porated com- panies as shall, within ninety days from the date of the passage of this act, withdraw from and sever all connections with such trust, cond)ination or association. § 4. It shall be the duty of the secretary of State, as soon as may be after the pas- sage of this act. to forward to the president, secretary or treasurer, of each incorporated company organized for the puri^ose of manu- facturing, producing, refining or mining any article or product which enters into general use and consvunption by the people, and do- ing business within this State, a copy of this act. and also aletter of iuquiiy as to whether said conioration has merged all or any part of its business or interests in or with any trust, combination or association of persons or stockholders as named in section oue of this act, and to require an answer, under oath, of the president, secretary, treasurer, or directors of said company, a form of affi- davit, together with questions to be an- swered, shall be prescribed by the secretaiy of State, and forwarded with said letter, and on neglect or refusal to make answers under oath to such questions for the term of ninety days from the date of this act, the secretary of State shall notify the attorney- general, whose duty it shall be forthwith to file an information in the nature of a writ of quo wan-anto, with the supreme judicial coiu-t, against said cori^oration and the court may, upon hearing and proof of such neglect or refusal, decree the dissolution of said corporation, and its coiiiorate rights and powers shall be terminated. (Approved March 7, 1889.) MAIXE. Statement of foreign corporation — Act, March 9, 1889. 33 Act 7. AN ACT requiring foreign corporations to send to the hank examiner a detailed state- ment of their condition. Be it enacted by the senate and house of representatives in legislature assembled, as follows: Section 1. (As amended, L. 1891. chap. 131.) No foreign corporation, or any agent or rep- reseutatire thereof, shall offer to sell, sell or negotiate in this State, any bonds, mort- gages, notes or other choses in actions, is- sued, endorsed or guaranteed by it. unless it first obtains a license therefor from the bank examiner. Before receiving such license it shall furnish the examiner a de- tailed statement of its condition, "vxhich statement shall clearly describe the variotis classes of its assets and liabilities and shall be svrorn to by either its president, treas- urer or secretary, and certified to be cor- rect by at least two of its directors. Said statement shall in all particulars be as full as the examiner may require. Upon receiv- ing such statement the liank examiner may grant a license authorizing such corporation to conduct its business in this State subject to its laws until the first day of the next December, and such license may be renewed annually thereafter so long as the bank ex- aminer regards the corporation responsible and safe, but in all cases to terminate on the first day of the succeeding December. The examiner may revoke such license at any time should he deem the condition of such corporation or its management un- safe, whereupon the right of such corpora- tion to do business in this State shall terminate. For stieh license and each re- newal, the corporation shall pay the exam- iner for his use twentv dollars. § 2. (As amended. L. 1891. chap. 131.) It shall be the duty of such corporation or its agents to publish at their own expense in some newspaper pul)lished in any town or city designated by the bank examiner, a copy of the statement furnished him. Every such corporation shall at the time of mak- ing application for license as hereinbefore provided, appoint in writing the bank ex- aminer or his successor in olfice to be Its true and lawful attorney upon whom all lawful processes in any action or proceediuu against it may be served, and in such writ- ing shall agree that any lawful process against it which is served on said attorney shall be of the same legal force and valid- ity as If served upon the corporation, and j that the authority shall continue in force ' so long as any liability remains outstanding against the corporation in this State. Ser- vice made in such manner on said coi-pora- tion in any such suit or proceeding shall be valid and binding thereon, and the judg- ment rendered therein shall bind the cor- poration as valid in every respect whether the defendants appear or not. If license is granted by the bank examiner he shall place said writing on file in his office to take effect therefrom, but if license is not granted by him it sliall be returned to the corporation. Copies of said writing, certified by the bank examiner, shall be deemed sufficient eA'i- dence thereof. When legal process against any such corporation is served upon said bank examiner, he shall wilhin ten days thereafter mail a copy thereof, postage pre- paid, directed to the address of said'coiiio- ration, or to any person designated bv said corporation in writing. The plaintiff in each process so served shall pay to the bank ex- aminer at the time of such service, a fee of two dollars which shall be recovered by him as a part of his taxable costs if he prevails in the suit. § 3. (As amended, L. 1891, chap. 131.) Such corporation and its agents for the purposes hereinbefore mentioned, are under the su- pervision of the bank examiner and shall at all times at his request furnish him such statements and information as he may de- sire, together with full facilities to ascertain the true condition and standing of the same, and no person shall act as agent or repre- sentative of such corporation before the license herein provided is granted or after the same has been revoked. Any person violating any of the provisions of this act shall be deemed guilty of a misdemeanor, and on conviction thereof be liable to a fine not exceeding five hundred dollars or imprisonment not exceeding sixty days, or both. All provisions in sections one, two and three of the aforesaid chapter two hun- dred and eighty-six, inconsistent with this act are hereby repealed. § 4. No president, treasurer, clerk or em- ploye of any savings bank in this State, shall act as agent or representative in this State, of any foreign corporation engaged in the business of selling or negotiating any bonds, mortgages, notes or other choses in action. (Approved March 9, 1889.) See eh. 46, § 22. Act 8. AN ACT to provide for the preservation of local histories, financial, and otlior ronorts of towns, cities, counties and corporations. Be it enacted by the senate and house of representatives in legislature assembled, as follows: ****** * § 3. The directors of all coniorations doing business in this State shall transmit to the librarian of the State library, copies of all printed reports, relating to the affairs of said corporations. (Approved March 9, 1889.) 34 MAINE. Employment; minority stockholders — Acts, March, 13, 1889, and Mai-ch 21, 1891. Act 9. AN ACT relating to the employment of labor. Be it enacted by the senate and house of representatives in legislature assembled, as follo"u-s: (As amended March 31, 1S91.) " Any employer, employe, or other person, who by threats of injury, intimidation or force, alone or in combination with others, prevents any person from entering into, continuing in or leaving the employment of any person, firm or corporation, shall be punished by im- prisonment not more than two years, or by fine not exceeding five hundred dollars." (Approved March 13, 1889.) Act 10. AN ACT to define the rights of minority stockholders. Be it enacted by the senate and house of representatives in legislature assembled, as follows: Section 1. No corporation shall sell, lease or in any manner pai-t with its franchises except with the consent of its stockholders at an annual or special meeting, the call for which sliall give notice of the subject- matter of the proposed sale, lease or con- solidation. All such sales, leases and con- solidations shall be subject to the provisions of this act, and to the prior liens of stock- holders as herein defined. § 2. If any stockholder in any corporation, which shall vote to sell, lease or consolidate its franchise, shall vote in the negative and shall file his written dissent therefrom with the president, clerk or treasurer of such corporation within one month from the day of such vote, the corporation in which he is a stockholder may within one month after such dissent is so filed, enter a petition with the supi-eme judicial court, sitting in equity, in the county where it held its last annual meeting, in term time or in vacation, setting forth in substance the material facts of the transaction, the action of the cor- porations thereon, the names and residence of all dissenting stockholders whose dis- sents were so filed, making such dissenting stockholders parties thereto, and praying that the value of the shares of such dissent- ing stockholders may be determined, and for other appropriate relief. § 3. If any such corporation shall fail to enter such petition as aforesaid, any stock- holder dissenting as aforesaid may within one month thereafter enter such petition and prosecute the same, making such cor- poration party defendant. In either case the court shall fix the time of hearing and shall order notice thereof to all parties interested, by publication in some newspaper or news- papers at least two weeks successively, and such personal service as is required upon bills in equity. § 4. The court, or any justice thereof in term time or in vacation, shall hear the parties and determine as soon as practicable the value of the stock of such dissenting stockholder; and shall make and enforce all such oi-ders and decrees as may l)e neces- sary to secure to such stockholders all their rights. Such corporation shall, notwith- standing any appeal as hereinafter author- ized, forthwith deposit the amount so awarded, in some bank or trust company designated by the .court, to be by it held until final judgment, and paid to the parties as thereafterward ordered by the court directing such deposit. Upon such deposit and upon compliance with final judgment as hereinafter ordered, the shares of such stockholders shall become the property of such corporation, and the court mas' make and enforce sucli orders as may be neces- sary to secui'e its title thereto. § 5. Within thirty days after filing the decree determining such values, as afore- said, either party may enter an appeal there- from, to be heard at the next term of the supreme judicial court in the county where such petition is pending. The issue may thereupon, at the request of any party thereto, be submitted to a jury. If upon such ti'ial the amount of such awai'd is in- creased, the stockholders shall have judg- ment and execution against the petitioning corporation or corporations defending, for such increase with interest and costs; and if not increased, such corporation may with- draw from said deposit, the amount of the deci'ease with interest and costs. I Miring the pendency of such appeal, the appellant shall have a lien upon all the property of the corporation interested in such sale or lease, or consolidation for thirty days after judgment on appeal. Such lien shall have precedence over any mortgages or leases made after any vote of sale, lease or con- solidation. All such liens may be released upon filing with the court, a bond in such amount and with such sureties as the court may approve. Two or more stockholders may join in the same appeal. § 6. Any stockholder failing to file his dissent as required in section two shall be deemed to have assented to such vote. If it appears that any stockholder is legally in- capacitated from giving such assent or waiver, the court shall appoint suitable guardians or representatives for such per- sons, and the case shall then be heard and determined as if such stockholders had filed their dissent as retinired by section two. I'ro- vided, however, That, if the proceedings authorized by this act are not had. then as against any stockholder who is a minor, or otherwise legally incapacitated, and who has no guardian, the period of one month in which to file the written dissents aforesaid :\IAIXE. 35 Minority stockholders; actions for injuries - Acts, March 21 and 31, 1891. shall not begin to run until the removal of the incapacity, by the appointment of a guardian or otherwise and actual notice of the vote of sale, lease or consolidation. § 7. Every stockholder appearing in an- swer to, or filing any petition, by himself, guardian or other legal representative, shall simultaneously therewith or within such time as the court may allow, deposit in court his certificate of shares duly indorsed to the corporation of which he is a share- holder, or some other sufficient transfer thereof, which shall there remain subject to the order of the court. All attachments and transfers of such shares shall be subject to the final decrees in such proceeding; and any such attaching creditor or transferee shall be allowed to become a party to the proceedings to protect his interests; and if such person, so claiming under such trans- fer or attachment omits or fails to intervene in such proceedings, his omission as a party shall not bar or impair the proceedings. § 8. If none of the corporations interested in such petition shall pay or deposit the amount as herein ascertained and decreed, with interest thereon, within such time as the court shall order, any stockholder, en- titled to such amount, may at his option take judgment .and execution therefor, with Interest and costs, against such corporation or withdraw his stock aforesaid; and after such withdrawal or if said execution is re- turned unsatisfied within thirty days after judgment, the owner of such shares shall retain all the rights of a dissenting stoclv- holder as though no proceedings had taken place. All stockholders entitled to a remedy hereunder, shall have a lien upon the prop- erty of the corporations in which they are stockholders which shall take precedence of all mortgages or leases, of any kind made after any vote of sale, lease or consolidation. Such liens may be released as provided in section five. § 9. The supreme judicial court, or any justice thereof, may in term time or vaca- tion hear and determine said petitions, and make all orders for giving notice to non- resident parties, and taking action with reference to them, for the enforcement of the rights of any party to the proceeding, for the consolidation of two or more peti- tions, for the payment of interest on the adjudged value of the shares, for the pay- ment of dividends, pending the proceedings, for interest upon the deposit aforesaid, tor the distribution of costs between the parties and for enforcing its orders and decrees, as axe consistent with the principles of equity practice, and as the convenient and speedy settlement of the controversy may require. § 10. If any petition shall fail for any matter of form, any party interested therein may file a new petition within two months thereafter. No petition shall be abated by the death of any party, but may thereupon be summarily revived by suggestion and amendment. I § 11. This act shall not apply to nor affect I any pending action at law or in equity or I cause of action, legal or equitable, heretofore accrued, nor any special acts relating to I the rights of minority stockholders in any particular cori)oratious enacted heretofore, or by the present legislature, nor to any j mortgage legally made. I § 12. In the event eitlier of the corpora- tions interested has consolidated its stock with corporations created by any other State or States, or the stock therein is held by virtue of concurrent legislation of one or more States, and proceedings have been commenced for valuing the stock and pay- ing the value thereof in any State having jurisdiction, such proceedings shall, while pending, be a bar to any under this statute; but if such proceedings in any other State shall fail for any reason not touching the merits, a petition may be filed as herein provided, within two months thereafter. (Approved March 21, 1891.) Act 11. AN ACT to give a right of action for In- juries causing death. Be it enacted by the senate and house of representatives in legislature assembled, as follows: Section 1. Whenever the death of a per- son shall be caused by wrongful act, neglect or default, and the act, neglect or default, is such as would, if death had not ensued, have entitled the party injured to maintain an action and recover damages In respect thereof, then, and in every such case, the person who, or the corporation which, would have been liable, if death had not ensued, shall be liable to an action for damages, notwithstanding the death of the person injured, and although the death shall have been caused under such circumstances as shall amount to a felony. § 2. Every such action shall be brought by and in the names of the personal repre- sentatives of such deceased person, and the amount recovered in every such action shall be for the exclusive benefit of his v\-idow, if no children, and of the children, if no widow, and if both, then of her and them equally, and, if neither, of his heirs. The jury may give such damages as they shall deem a fair and just compensation, not ex- ceeding five thousand dollars, with reference to the pecuniary injuries resulting from such death to the persons for whose benefit such action is brought. Provided. That such action shall be commenced within two j-ears after the death of such person. (Approved March 31, 1891.) 36 MAINE. Special charters; location — Acts, April 3, 1897, and March 2, 1893. Act 12. AN ACT in relation to the organization of coriJorations cliartered by special statute. Be it enacted by the senate and house of representatives in legislature assembled, as follows: Section 1. Before commencing business, the president, treasurer, and a majority of the directors of any corporation chartered by special act of the legislature, shall prepare a certificate setting forth the date of approval of its charter, the name and pui-poses of the corporation, the amoimt of capital stock, the amount already paid in. the par value of the shares, the names and residences of the ownoi's, the name of the coimtj' where it is located, and the number and names of the directors, and shall sign and make oath to it. Such certificate shall be recorded in the registry of deeds in the county where its principal office is to be located, in a book kept for that purpose, and a copy thereof, certified by such regis- ter, shall be filed in the secretary of state's office, who shall enter the date of filing thereon and on the original certificate to be kept by the corporation, and shaJl record eaid copy in a book kept for that ])urpose. From the time of filing such certificate in the secretary of State's office, the stockhold- ers of said conioration, their successors and assigns, shall be a corporation. § 2. (As amended L. 1893, chap. 185.) The certificate mentioned in the preceding sec- tion shall not be received and filed by the secretary of State, except upon the payment to him of the sum of fiifteen dollars. If the capital stock does not ex- ceed five thousand dollars; twenty-five dol- lars if the capital stock exceeds five thou- sand dollars and does not exceed ten thousand dollars; seventy-five dollars if the capital stock exceeds ten thousand dollars and does not exceed fifty tliousand dollars; one hundred and twenty-five dollars if the capital stock exceeds fifty thousand dollars and does not exceed one hundred thousand dollars; sixty dollars upon every one htm- dred thousand dollars or fraction thereof in excess of one hundred thousand dollai-s, if the capital stock exceeds one hundred thousand dollars, which sum is to be paid by the secretaiy of State to the State treas- urer for the use of tlie State, Provided, That the provisions of this section shall not apply to corporations chartered for charital)le and benevolent pun^oses. S .3. (As amended L. 1893. chap. 185.) No certificate of organization of any corpora- tion for banking, insurance, construction and operation of railroads, or aiding in the construction thereof, the business of savings banks, trust companies, or cor- porations intended to derive a profit from the loan or use of money, safe dejtosit coni- panii'S. renting of safes and burglar and fire-proof vaults, telegraph and telephone companies, electric or gas-light companies, street raihvay companies. Avater companies, or anj- corporation authorized to exercise the right of eminent domain, shall be re- ceived and filed by the secretiiiy of State except upon payjnent to him of twenty-five dollars, if the capital stock does not exceed five thousand dollars; fifty dollars if the capital stock exceeds five thousand dollars and does not exceed ten thousand dollars; one hundred dollars if the capital stock ex- ceeds ten thousand dollars and does not exceed fifty thousand dollars; two hundred dollars if the capital stock exceeds fifty thousand dollars and does not exceed one hundred thousand dollars; seventy-five dol- lars upon every one hundred tliousand dol- lars or fraction thereof in excess of one hundred thousand dollars, if the capital stock exceeds one hundred thousand dollars, which sum is to be paid by the secretary of State to the State treasurer for the use of tlie State. § 4. This act, so far as relates to the pay- ment of fees, shall not apply to such cor- porations as shall be organized prior to July first, one thousand eight hundred and ninety-one. (Approved April 3, 1891.) Act 13. AN ACT additional to chapter 48 of the Revised Statutes, relating to changes in location of coii^oratious. Be it enacted by the senate and house of representatives in legislature assembled, as follows: Section 1. Any coi-poration organized under sections sixteen and seventeen of chapter forty-eight of the Revised Statutes at a legal meeting of its stockholders, may by a vote representing a majority of the stock issued, change its location from one county to an- other in this State, and the corporation shall file, by its clerk or other officer, in the regis- try of deeds in each of said counties, within twenty days after such change of location, the certificate required by section eleven of chapter fortj'-six of the Revised Stittutes, as amended by section two of chapter two hun- dred sixty-three of the public laws of eigh- leeu hundred and eightj'-nine. (Approved March 2, 1S93.) Act 14. AN ACT relating to the taxation of real es- tate coniorations. Be it enacted by the senate and house of representatives in legislature assembled, as follows: Section 1. The buildings, lands, and all other property, real and personal, including all reserve funds, accumulations and un- divided profits of con^orations organized for the purpose of buying, selling and leasing MAINE. 37 Oryaiiizatiou; service, etc.; trausfers of stock — Acts, Mar. 6, '95; Feb. 24 and Mar. 20, 1897. real estate, shall be taxed to the corpora- tiou or the persons having possession of such property, in the place where such laud and other property are situated, and there shall be a lieu for two years ou such property for the payment of the such tax, and the same may be sold for payment thereof as in other cases; and shares of the capital stoclc of such corporations shall not be taxed to the owners thereof. § 2. This act shall talie effect when ap- proved. (Approved :»Iarch 29, 1893.) See ch. 6, § 28, and note. Act 15. AN ACT additional to chapter 48 of the Revised Statutes, relating to organization of corporations, under the general law. Be it enacted by the senate and house of representatives in legislature assembled, as follows: Section 1. If the stockholders of any corporation already organized or that may be hereafter organized under sections six- teen and seventeen of chapter forty-eight of the Revised Statutes shall desire to de- crease the amount of its capital stock, the stockholders, at a meeting duly called for the purpose, or at any annual meeting, when notice shall have been given of such pro- posed action in the call tliorefor, may by a vote representing a majority of all the stock issued, decrease the amount of its capital stock to any amount desired, and the corporation shall give notice of such change to the secretary of State Avithin ten days thereafter. And each stockholder shall, within three months after such meeting, sur- render such a proportion of his stock as the amount of decrease shall bear to the amount of the capital stock before the decrease, so that each stockholder shall have the same proportion of the whole capital stock of the company as before the decrease. § 2. This act shall not affect or prejudice in any way the rights of creditors of such, corporation existing at the time when the reduction of its capital stock authorized under the preceding section shall be con- summated. § 3. The clerk of any corporation organized under the laws of this State may resign his office as clerk by filing his resignation with the register of deeds in the county where such coi"poration was orgajiized. said resig- nation to take effect from and after the time of the receipt of the same by such register of deeds. (Approved March 6, 1895.) Act 16. AN ACT relating to service of ])rocess on foreign coiiioratious acting as trustees under mortgages. Be it enacted by the senate and house of representatives in legislature assembled, as follows: In case of the mortgage of the fran- chises, lands or other hereditaments by any domestic corporation to a foreign corpora- tion as trustee, service of process may be made on any authorized agent of such for- eign corporation in the State, or if no such agent can be found, such service may be made upon tlio bank examiner, who shall immediately notify the corporation by mail. Service made in either of said methods sliall be valid and binding upon the corporation in every respect. (Approved February 24, 1897.) See ch. 81, §§ 22, 104. Act 17. AN ACT relating to transfers of stock. Be it enacted by the senate and house of representatives in legislature assembled, as follows: Section 1. The delivery of a certificate of stock of a corporation to a bona tide purchaser or pledgee for value, together with a written transfer of the same or a Avritten power of attorney to sell, assign and transfer the same, signed by the owner of the certificate, shall be a sufficient de- livery to transfer the title against all parties. § 2. A pledgee for value, holding a cer- tificate of stock of a corporation for se- curity merely, shall not, while he so holds such stock, be subject to any of tlie liabili- ties of a stockholder, unless he appears on the books of the coii)oration as the absolute owner of such stock. § 3. No transfer shall affect the right of the corporation to pay any dividend due upon the stock, or to treat the Jiolder of record as the holder in fact, until such trrns- fer is recorded upon the books of tlie cor- poration or a new certificate is issued to the person to whom it has been so trans- ferred. § 4. Persons holding stock as executors, administrators, guardians, or trustees, shall not be personally subject to any liabilities as stockholders; but the estates and funds in their hands shall be liable in like manner and to the same extent as the testator, in- testate, ward, or person interested in such trust fund would be if they were respect- irelj' living and competent to act and hold the stock in their own names. (Approved March 20, 1897.) IKDEX TO MAIXE. ACTIONS: Page. corporationg may maintain 9 foreign corporations may maintain 13 against stockholders for corporate debts 16 defense of stockholders 18 by judgment creditors against certain persons 17 by and against corporations, how commenced 25 where commenced 25 to enforce payment of taxes, where brought 25 service of summons 25 against foreign corporation 25, 26 when officer or agent cannot be found 26 on insurance and express companies 26 foreign corporations entitled to limitation of 26 by treasurer of corporation 26 travel by corporation, how computed 26 for personal injuries, causing death 35 ACTS OF INCORPORATION: are public acts 6 null and void, when 6 amendment or repeal of ^^ ADMINISTRATORS: not liable as stockholders 37 AGENTS: corporation liable for acts of 1^ embezzlement by 29 fraudulent signature 29 ARTICLES OF AGREEMENT: corporations may be organized by 23 first meeting of signers 23 organization of corporation 23 certificate to be filed 23 fees 23 ASSESSMENT. (See Taxation.) ASSETS: impaired, reduction of capital stock 13 ATTACHMENT: on mesne process, property and franchise liable to 1«^' ^ on shares of stockholders 26 BANK EXAMINER: duties as to foreign corporations 33 BANKS: taxation of "^ stock books open to assessors 7 seizure of lands of, under execution 25 redemption of lands sold 25 BOOKS: clerk to keep at office H open to inspection H penalty for failure to permit inspection 13 of manufacturing corporation, inspection -^ 40 INDEX TO M.VIXE. BY-LAWS: I'age. corporations may make 10 may prescribe what 11 manufacturing corporations 20 CAPITAL STOCK: reduction of 13 revision of proceedings 13 clerk to file proceedings 13 security of creditors 17 subscriptions, bow paid 17 enforcement by corporate creditors 17 withdrawals Toid 17 actions to set aside 17 of manufacturing corporations 20 assessments upon 21 neglect to pay assessments 21 treasurer to give notice of sale 22 of corporations organized under articles 23 amount to be stated in certificate 23 increase of, of corporation under special charter 24 fees to be paid 2i decrease of 37 CERTIFICATE OF INCORPORATION. (See Charter; Certificate of Organization.) CERTIFICATE OF ORGANIZATION: to be filed , 23 contents 23 fees for filing 23 corporation exists from time of filing 24 changes in, to be filed 29 of corporations chartered by special act 36 fees for filing 3G CERTIFICATE OF SHARES: how issued 12 of manufacturing corporations 20 CHARTER (See Certificate of Organization): void for non-user 6 corporate existence after expiration 14 expiration of, trustees to be appointed 14 distribution of assets 14 CHILDREN: employment in factories 22, 30 penalty for violation i!2, 23 not to be employed more than ten hours 23 hours regulated 30 under 12, not to be employed 31 CLERK OF CORPORATION (See Ofiicers): corporations to have 11 office, where kept 11 book and records 11 open to inspection 11 penalty for not allowing inspection 13 certificate of election to be filed 12 proceedings for reduction of stock to be filed 13 entry of names and residences of stockholders 15 reports to assessors 15 to secretary of state 15 IXDEX TO MAIXE. 41 CLERK OF CORPORATION — (Continued): Page. manufacturing, votes to be recorded 20 books to be exhibited 22 resignation of 36 COMBINATIONS: for regulating prices proliibited 32 CONTRACTS: laws impairing obligation of 5 parol, corporations bound by 13 CORPORATIONS: created under general laws 5 organization void, unless business commenced 6 powers of 9 first meeting, how called 10 ceasing to transact business, certificate , 15 organization by articles of agreement 23 CREDITORS: trustees appointed after expiration of charter 14 debts to be paid 14 records of stockholders' indebtedness 17 capital stock for security of IT petition when corporation is insolvent 24 DEATH: ' j actions for personal injuries causing 35 DEBTS, CORPORATE: liability of stockholders for 15 enforcement of 16 reduction of, how proved Ifj, 17 DIRECTORS: must bo stockholders 10 of manufacturing corporations 19 number of 19, -0 must be stockholders 20 dividends 22 name of, to be given upon demand 22 reports to be made to state librarian 33 DISSOLUTION: stockholders vote for !•* receivers may be appointed 1^ ' trustee:? 1** property vests in stockholders 1^ DIA'IDENDS: not to be declared from capital stock 17 actions to recover 1 ' of manufacturing corporations = . — ' not affected by transfer 37 DOWER: 2.S demand of, upon corporation EMBEZZLEMENT: by agent of corporation, larceny 29 EMPLOYES: wages paid fortnightly ^^ hours of women and children 30 notice to quit '^^ combinations to prevent employment 42 iKDEX TO mai:n:e. EVIDENCE: Page. book of stockholdera 12 certificate of election of clerk 12 EXECUTION: action against stockholders after return 16 records to be exhibited 17 names and residences of stockholders 17 against manufacturing corporation, satisfaction 22 lands, etc., of manufacturing and banking corporation 25 on shares of stock, how made 26 officer to give number of shares held by debtor 26 sale of shares 26 transfer of shares to purchaser 26 EXECUTORS: not liable as stockholders 37 EXISTENCE, CORPORATE: must be proved 9 after termination of charter 14 EXPRESS COMPANY: service of summons on 26 FACTORIES: employment of children in 22 penalty for violation 22, 23 employed more than ten hours 23 inspectors of, appointment, etc 31 FEES: payment for organization of corporation 23 for increase of capital stock 24 for filing certificate of corporations chartered by special act 36 FOREIGN CORPORATIONS: may sue and be sued 13 service of summons upon 25, 26 limitation of actions against 26 reports of, to bank examiner 33 license to 33 statement to be published 3.3 under supervision of bank examiner 33 acting as trustees, service of process 37 FRANCHISE: liable to attachment 13, 26 sale of 27 of railroad corporation, sale 27 disposal of, by stockholders 34 dissent of stockholders to be filed 34 proceedings to determine value of shares 34 GUARDIAN: not liable as stockholders 37 HOURS OF LABOR: of children and women, regulated 30 HYPOTHECATION (See Pledge): of stock to corporation 12 INCORPORATION: acts of, are public acts 6 when null and void 6 IKDEX TO MAINE. 43 INSOLVENCY: Page. of corporations, provisions respecting 24 INSPECTORS OF FACTORIES: appointment of 31 INSURANCE COMPANY: service of summons on 26 JUSTICE OF THE PEACE: warrant for meeting of corporation 11 may preside at meeting 11 LABORERS. (See Employes.) LANDS (See Real Property): corporations may bold and convey 10 LARCENY: embezzlement constitutes 29 LAWS: impairing obligation of contracts 5 general, for creation of corporations 5 LIABILITY: of stockbolders for corporate debts 15 enforcement of 16 reduction of, bow proved 16, 17 names and residences to be furnisbed 17 an owner, only subject to 17 judgment must be secured 17, 18 LOCATION: of principal office, cbange of 36 MANUFACTURING CORPORATIONS: taxation of 7 subject to general laws 19 officers of 20 directors, number '. 20 chosen annually 10, 20 treasurer to give bond 20 first meeting 20 by-laws 20 capital stock 20 certificates of shares 20 assessments upon capital stock 21 sale of stock for failure to pay 21 treasurer to give notice of sale 22 dividends - 22 names of directors and schedules to be given 22 execution satisfied by debt to corporation 22 books open to inspection 22 MEETINGS: first, how called 10 justice may issue warrant 11 legal by consent of members 11 by-laws may prescribe manner of calling 11 annual, effect of failure to hold 11 notice of objections to be filed 11 clerk may call upon 11 vote by proxy at 12 by power of attorney 12 hypothecated stock entitled to 12 44 INDEX TO MAINE. ilEETIXGS — {Continued): Page. for reduction of capital stock 13 revision of proceedings 13 clerli to file proceedings 13 manufacturing corporations, first 20 of signers of articles of agreement 23 of insolvent corporation 24 for disposal of franchise 34 for change of location 36 for decrease of capital stock 37 MORTGAGE: of personal property by corporation 28 NAME OF CORPORATION: stockholders may change 11 OFFICERS: of corporations, may elect 10 tenure of, by-laws to prescribe 11 to hold until successors are elected 11 elected at other time than annual meeting 11 returns of names, etc., of stockholders 15 penalty for failure; recovery 15 of manufacturing corporations 19 liability for unlawful dividends 22 fraudulent signatures 29 issue of stock, or transfer 29 ORGANIZATION: of corporations by articles of agreement 23 certificate to be filed 23 payment of fees 23 changes in certificate to be filed 29 of corporations chartered by special act 36 certificate, contents, etc 36 PERSON: word includes corporation 6 PERSONAL ESTATE: includes shares of stock 6 assessment of 6 mortgages of 28 PERSONAL INJURIES: causing death, actions for 35 PLEDGE: of stock for security, may be voted 12 pledgee not liable 37 POWER OF ATTORNEY: stockholders may be represented by 12 PROPERTY: not to be taken without compensation 5 of corporation, subject to attachment 13 not to be divided until debts are paid 18, 19 actions where division has been made 19 schedule, when to be given 22 PROXY: by-laws to provide for voting by 11 stockholders may be represented by 12 QUORUM: by-laws may prescribe 11 IKDEX TO MAINE. 45 EAILROAD CORPORATION: Page. sale of franchise 27. 28 REAL PROPERTY: corporations may hold and convey 10 sale of, when personal property not sufficient 18 execution against 25 sale under 25 RECORDS OF CORPORATION: clerk to keep at office 11 open to inspection 11 penalty for not allowing inspection 13 REDEMPTION: of lands sold under execution 25 RETURNS: of names and residences of stockholders 15 penalty for failure 35 recovery of penaltj' 1^ SEAL. COMMON: corporation may have 9 impression of 32 SECRETARY OF STATE: returns to, of stockholders 15 to be laid before legislature 15 certificate upon ceasing business 15 SHAREHOLDERS. (See Stockholders.) SHARES. (See Stock.) STOCK: shares of, personal estate 6 taxation of, deduction 6 of toll bridges 6 of water or gas corporations " lien on, for taxes 7 of other than manufacturing corporations, taxation 7 distrain of, for taxes 8 sale of, for failure to pay assessments 11 shares, certificates of, how issued 12 transfer of 12 hypothecated to corporation not to be voted 12 pledged for security 12 amount held by stockholders to be returned 15 transfers or cancellation, when void l"*" actions to set aside 1" of manufacturing corporation, sale of, for failure to pay assessments 21 attachment of shares of 26 execution on shares of 2 < fraudulent issue or transfer of 29 of stockholders dissenting to disposal of franchise 34 proceedings to determine value 34 purchase of shares by corporation 34 transfer to be recorded 37 not to affect dividends 37 executors, administrators, etc., not liable 37 capital, reduction of 13 revision of proceedings 13 clerk to file proceedings 13 security of creditors ^l subscriptions, how paid 17 46 IKDEX TO MAINE. STOCK— (Continued): Page. capital, enforcement by corporate creditors 17 withdrawals void 17 actions to set aside IT of manufacturing corporations 20 assessments upon 21 neglect to pay assessments 21 treasurer to give notice of sale 22 of corporations organized under articles 23 amount to be stated in certificate 23 increase of, by corporation under special charter 24 fees to be paid 24 decrease of ^ ' STOCKHOLDERS: in toll-bridge corporations, where taxed 6, 7 directors must "be 10 number of votes by 11 change of name of corporation 11 book containing names of • H evidence 1 1 open to inspection 11 may vote by proxy 12 reduction of capital stock 33 revision of proceedings for 33 clerk to file proceedings 13 expiration of charter, appointment of trustees 14 distribution of balance 14 dissolution by vote of 14 receivers may be appointed 15 entry of names and residences 15 return of names, etc., to assessors 15 to secretary of state 15 penalty for failure to make 15 proceedings for recovery of penalty 15 liability of, for corporate debts 15, 16 enforcement of 16 trustee process 28 actions against, for corporate debts 16 reduction of liability, how proved 16, 17 records of indebtedness 17 to be exhibited to creditors 17 not liable except as owner 17 judgment must be secured 17 defense 18 of manufacturing corporations, payment of installments 21 sale of stock 21 increase of capital stock 24 franchise, disposal of 34 dissent to be filed 34 value of shares of dissenting, to be determined 34 proceedings thereon 34 change of location 36 decrease of capital stock 37 executors, administrators, etc., not liable as 37 SUBSCRIPTIONS. (See Capital Stock.) SUE AND BE SUED: corporations may 9 foreign corporations may 13 iXBEx TO :maixe. 47 SUMMONS: Page. service of, against corporation 25 against foreign corporation 25 26 where officer or agent cannot be found 26 on insurance and express companies 26 on foreign corporations acting as trustees 37 TAXATION: shares of stock personal estate 6 personal property, assessment 6 machinery and goods of corporations G deduction, in assessment of stockholders 6 stock of water or gas companies 7 of property of corporation 7 of insurance corporation 7 of manufacturing and mining corporations 7 stock of other than manufacturing corporations 7 booka open to assessors 7 collector to give notice to corporations 8 actions to enforce, where brought 25 of real estate corporations 36 TOLL: corporations taking, sale of franchise 27 purchaser may receive 27 redemption of franchise 27 TOLL-BRIDGES: taxation of stock of 6, 7 franchise may be sold under execution 27 TRANSFER: of stock, how made 12 to be entered in books 12 effect upon stockholders' liability 16 void as against creditors 1" actions to set aside 17 TREASURER. (See Officers.) records of stockholders' indebtedness 17 of manufacturing corporation, to give bond 20 notice of sale of stock ^^ actions maintained by 26 TRUSTEE PROCESS: agamst corporations ■^^ stockholders ^ TRUSTEES: after expiration of charter 1* upon dissolution of corporation 15 actions to set aside transfers of stock 17. 18 corporations as, may be summoned ^° not liable as stockholders ^ ' TRUSTS: by corporations prohil)ited *" ULTRA TIRES: ^^ decisions respecting WAGES: 3^ paid fortnightly WOMEN: OQ under 18. hours of labor regulated 42 MARYLAND. TABLE OF CONTENTS. CONSTITUTIONAL PROVISIONS. Declaration of Rights. Page. Art. III. Legislative department 5 GENERAL LAWS. Art. I. Rules of interpretation -j IX. Attachments. 7 XXIII. Corporations 7 Miscellaneous provisions 8 Formation ,... jq General regulations 12 Foreign corporations 22 Manufacturing companies 23 Abuse, misuse and non-use of powers 23 Dissolution ^ ^ 24 Execution against stock 27 Police 28 Preferred stock 29 Process 29 Taxation 31 General applicability 31 XXVII. Crimes and punishments 31 XXXV. Evidence 31 LXXV. Pleadings, practice and process 32 LXXXI. Revenue and taxes 32 LEGISLATIVE ACTS PASSED SUBSEQUENTLY TO 1888. M ARYLAN D. COXSTITUTIO]^ OF JVIARYLAInTD - 1867. PROVISIONS RELATING TO CORPORATIONS. Declaration of Rights. Sec. 41. No monopolies. § 41. That monopolies are odious, contrary to the spirit of a free government and the principles of commerce, and ought not to be suffered. See acts for taxation of certain corporations, at pp. 41-43. [Act Incorporating a ferry company, held not to be repugnant to this section. Ferry Co. v. Hankey, 31 Md. 346.] ARTICLE III. Legislative Department. Sec. 34. Credit of State not to be loaned In aid of corporations. 39. Banliing corporations. 40. Private property not to be taken for public use without compensation. 48. Corporations may be formed under gen- eral laws 54. No county to give or loan its credit. 68. Taxation " upon revenues of foreign cor- porations. § 34. * * * The credit of the State shall not in any manner be given, or loaned to, or In aid of any individual, association or cor- poration; * * * See 8 54, post. § 39. The general assembly shall grant no charter for banliing purposes, nor renew any banking corporation now in existence, ex- cept upon the condition that the stocl^holders shall be liable to the amount of their re- spective share or shares of stock in such banking institution, for all Its debts and liabilities upon note, bill, or otherwise; the books, papers, and accounts of all banks shall be open to inspection, under such regu- lations as may be prescribed by law. Savings banks may be formed. Art. XXIII, § 29. Liability of stockholders In general. Art. XXIII, § 64, and note. [See Hammond v. Straus, 53 Md. 1.] § 40. The general assembly shall enact no law authorizing private property to be taken for public use, without just compensa- tion, as agreed upon between the parties, or awarded by a jury, being first paid, or tendered to the party entitled to such compensation. [Where an inquisition is taken, returned, and ratified, according to law, all questions relating to damages are concluded by such inquest. R. R. Co. V. Compton, 2 Gill, 20. The power of appropriating private property for public use is inherent to the sovereignty of the State. Alexander v. Mayor, 5 Gill, 383. Grant of powers of eminent domain must be construed strictly; cannot be exercised for any but a public purpose; and, in general, does not admit of any repetition. Binney's case, 2 Bl. 100. Corporate right to select and acquire land for authorized purposes of the corporation is prop- erty. It is an incorporeal hereditament. That portion of the eminent domain granted and sub- sisting in one corporation cannot be bestowed upon another. Canal Co. v. R. R. Co., 4 G. & J. 5. Power to take private property for public uses may be exercised for benefit of public bv cor- porations. Canal Co. v. Archer, 9 G. & J. 479. By virtue of the power of eminent domain, private property may be taken for public uses; but cannot be taken from one and given to an- other in any way. Hepburn's case, 3 Bl. 95. Damages may be assessed either before or after property has been taken; but no unreasonable delay or fraud in taking inquisition will be suf- fered. Compton v. R. R. Co., 3 Bl. 386. Suits for damages for injury to real property are classed among " personal actions." Kenneriv v. Wilson, 1 Md. 102. The principle expressed in this section would exist though it were not written In the Constitu- tion. Harness v. Canal Co., 1 Md. Ch. Dec. 248; Hoye V. Swan. 5 Md. 237. Distinction between right of eminent domain and taxing power. Moale v. Mayor, 5 Md. 314. This section of Constitution construed. Steuart V. Mayor, 7 Md. 500. Court of equity has jurisdiction to prevent, by injunction, a railroad company from making its railroad over land of a private citizen where companv has not paid or tendered compensation. R. R. Co. V. Owings, 15 Md. 199. Under above section legislature cannot confer on any corporation power to take private prop- erty for anv other than public use. Kane v. Mayor. 15 Md. 240. Condemnation by turnpike companies. Douglass V. Road Co.. 22 Md. 219.] § 48. Corporations may be formed under general laws; but shall not be created by special act, except for municipal purposes, and except in cases, Avliere no general laws exist, providing for the creation of corpo- rations of the same general character, as the corporatioi^ proposed to be created; and MARYLAND. State or county credit — Const., Art. iii, §§ 54, 58. any act of Incorporation, passed in viola- tion of this section shall be void. And as soon as practicable, after the adoption of this Constitution, it shall be the duty of the governor, to appoint three persons learned in the la-^, whose duty it shall be, to pre- pare drafts of general laws, providing for the creation of corporations, in such cases as may be proper, and for all other cases, where' a general law can be made; and for revising and amending, so far as may be necessary, or expedient, the general laws which may be in existence on the first day of June, eighteen hundred and sixty-seven. providing for the creation of corporations. and for other purposes; and such drafts of laws shall by said commissioners, be sub- mitted to the general assembly, at its first meeting, for its action thereon; and each of said commissioners shall receive a compen- sation of five hundred dollars for his ser- vices, as such commissioner. All charters granted, or adopted, in pur- suance of this section, and all charters hei-e- tofore granted and created, subject to repeal or modification, may be altered, from time to time, or be repealed; Provided, Nothing herein contained shall be construed to ex- tend to banlis, or the incorporation thereof. Formation of G. L., art. XXIII, §§ 14 et seq.; §§ 42 et seq. Taxation of corporations. Id., § 302; G. L.., art. LXXXI. Existing corporations. Art. XXIII, § 81. Corporation subject to cliange in law. Id., § 85. [This provision was merely Intended to prohibit future special legislation, and to repeat previous acts. Central Coal Co. v. Coal & Iron Co., 37 Md. 537. Every charter hereafter gi-anted is subject to above provision. Jackson v. Walsh, 75 Md. 304; s. c, 23 Atl. Rep. 7T8. Legislature has power to amend, by special act, a charter obtained under the general law. Hodges V. R. R. Co., 58 Md. G03. Act of 1882, incorporating Baltimore Trust and Guarantee Co., is constitutional. Reed v. T. & G. Co., 72 Md. 531; s. c, 20 Atl. Rep. 194.] § 54. No county of this State shall contract any debt, or obligation, in the construction of any railroad, canal, or other work of in- ternal improvement, nor give, or loan its credit to, or in aid of any association, or corporation, unless authorized by an act of general assembly, which shall be published for two months before the next election for members of the house of delegates in the newspapers published in such county, and shall also be approved by a majority of all the members elected to each house of the general assembly at its next session after said election. See S 34. ante. § 58. The legislature, at its first session after the ratification of this Constitution, shall provide by law for State and municipal taxation upon the revenues acci'uing from business done in the State by all foreign corporations. Process on foreign corporations. Art. XXIII, § 295. Taxation of stock owned by non-residents. Art. LXXXI, § 131. Taxation of certain foreiga corporations. Act of 1890, at p. 41. MAEYLAND. I luterpi-etation - G. L.. Art, i, §§ 3, 12; Attachments, Id., Art. ix, §§ 2, IS. PUBLIC GENERAL LAWS OF MAR YL A]^D - 1888. ARTICLE I. Kules of Interpretation- Sec. 3. Adoption of Code not to Impair charter rights. 12. " Person " to include corporation. § 3. No rights, property or privileges held under a charter or grant from this State shall be in any manner impaired or affected by the adoption of this Code. [See Mayor v. Groshon, 30 Md. 443.] § 12. The word person shall include cor- poration, unless such a construction would be unreasonable. [In view of the law a corporation is a person. Germania v. State, 7 Md. 1.] ARTICLE IX. Attachments. Sec. 2. Corporation may be defendant. 18. Attachment against stocli of corporations. § 2. Every person who doth not reside in this State, and every person who absconds, may be made a defendant in an attachment; and any corporation not chartered by this State, or any corporation chartered by this State, but not having the president or a majority of the directors or managers thereof residing in this State, may be made a defendant, as other non-residents. § 18. An attachment may be laid on any interest which the defendant has or may be entitled to in the stock of any corporation, or in the debt of any corporation, transfer- able upon the books of such coi-poration; and it shall be the duty of the sheriff or other officer, in laying said attachment, to comply with the requirements contained in article XXIII, title •' Corporations," of this Code, in relation thereto. Execution against stocli. §| 277-287. [Service of notice of an attachment upon two of the ofHcers and directors, sutHcient notice to corporation. Boyd v. Canal Co., 17 Md. 195. Corporations may proceed by attachment, the same as individuals, to collect debts. Gordon v. Mayor, 5 Gill, 241. Notice to directors is notice to corporation, when. Ins. Co. v. Shriver, 3 Md. Ch. Dec. 381; Gen. Ins. Co. v. U. S. Ins. Co., 10 Md. 517; Boyd V. Canal Co., supra.] ARTICLE XXni. Corporations. Miscellaneous Provisions. Sec. 1. How to acknowledge deeds. 2. Banking privileges not to be exercised unless expressly granted. 3. Majority to govern. 4. Certified copy of by-laws to be received as prima facie evidence. 5. Accounts and annual statement of presi- dent and directors. fi. General meeting of stockholders. 7. Officers may be removed and others ap- pointed. S. Notice of intention to canvass vote; ac- tion upon. 9. Oath of stockholders offering to vote. 10. Some oflScer to vote stock held by cor- poration. 11. Proxies. 12. Directors of bank must be bona fide stockholder. 13. Pledgor of stock may vote, when. Formation of Corporations. Sec. 14. 15. 16. 17. 19. 19a 20. 21. 22. 23.' 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 38. 39. 39a. May be formed by five or more citizens, for following purposes. Class 2. Co-operative stores, hotels, fruit packing, etc. Class 3. Traffic In land, lumber, fruits, etc. Class 4. Insurance; live stock. Class 6. Manufacturing, ship building or mechanical. . Class 6a. Printing and publliLIng. Class 7. Mining. Class 8. Smelting. Class 9. Quarrying. Class 10. Operating for petroleum and other oils. Class 11. Telegraph and telephone. Class 12. Ocean navigation. Class 13. River navigation. Class 14. Warehousing. Class 15. Bridges and dry dock, etc.. building. Class 17. Trust and guarantee companies. Class 17. Gas and electric light. Class 18. Turnpike, plankroad and pas- senger railways. Class 19. Stage and stage coaches. Class 20. Water. Class 21. Immigration. Class 22. Trafficking in patent rights. Class 23. Accident insurance. May be formed for two or more such pur- poses. Consolidation of two or more corporations. Same. General Regulations. Sec. 42. Certificate of Incorporation, requirements of. 43. To be submitted to judge for approval. 44. Indorsement of judge; certificate to be recorded. 45. Signers of certificate then incorporated. 46. Certified copy of certificate to be evidence. 8 MAEYLAXD. Corporations — Art. xxiii, § 1. Sec. 47. Alteration or amendnicnt, how to bo made. 48. Fees of clerk for recording. 49. General provisions as to powers. 50. Power to have succession by corporate name. 51. To sue and be sued. 52. To have a common seal. 53. To acquire and own property. 54. To appoint officers and agents. 55. To make by-laws. 56. Powers not conferred shall not be ex- ercised. 57. To be managed by trustees and directors, or managers. 58. Elections to be by ballot. 59. Vacanies among directors, how filled. 60. Failure to elect officers not to dissolve corporation. 61. Subscriptions to stock, how made. 62. Books to show what property was re- ceived for stock. 63. Stock shall be deemed personal estate. 64. Individual liability of stockholders. 65. Certificate of paid-up stock. 06. Certain stockholders not to be individu- ally liable. 67. Directors of insolvent corporations not to declare dividend: penalty. 68. Dissenting directors not liable, when. 69. No loan to bo made to stockholders. 70. Calls for subscription. 71. Statement of condition, how obtained by stockholder. 72. List of stockholders to be kept by secre- tary. 73. Semi-annual statement of assets and lia- bilities. 74. Increase and reduction of capital stock. 75. Stock not to be reduced until debts are paid. 76. Notice of meeting of stockholders to in- crease or diminish capital stock. 77. Two-tliirds vote required. 78. Certificate of such increase or reduction. 79. Par value of stock may be changed, how. 80. Notice of such meeting to stockholders. 81. Existing corporations may become incor- porated under this article. 82. Notice of meeting. 83. Certificate of such incorporation. 84. Such certificate how executed; effect of. 85. Corporations subject to future legislation. Foreign Corporations. Sec. 109a. Foreign corporation must file certificate; fees. 100b. Secretary of State shall issue certificate. 109c. Failure of corporation to comply; pen- alty. 109d. Same. 109e. Secretary of State shall furnish copies of certificates. Manufacturing Companies. Sec. 143. Manufacturing corporation may change or extend its business; certificate to be filed. The Remedies for Abuse, Misuse and Non Use of Corporate Potvers. Sec. 255. Proceedings by attorney-general or State's attorney. 256. Corporation must file answer. 257. Said answer may be traversed. 2.58. Trial of issues; judgment. 269. Ex parte hearing in case of default. 260. Court shall dismiss pt-tition, when. 261. Petition to be filed, where. 262. Appeal. 263. Injunction to restrain exercise of cor- porate powers. Dissolution. Sec. 264. Insolvent corporation adjudged to be dissolved ; necessary proceedings. 264a. Distribution of assets. 265. Majority of stockholders may order' dis- solution. 266. Plea for dissolution must allege what. 267. Court to pass order to show cause. 268. Decree. 2tffl. Receivers. 270. Transfer of property and judgment con- fessed after filing; plea for dissolu- tion shall be void. 271. Dissolution not to affect individual lia- bility. 272. When directors shall wind up affairs of corporations. 273. Decree of dissolution not to abate any suit. 274. Suits by receiver. 275. Death or removal of receiver not to abate suit. 276. Pending suit of dissolved company may be continued. Execution against Stock. Sec. 277. Stock liable to execution. 278. Levy of execution. 279. Sheriff may require certificates from officers of corporations. 280. Sheriff shall make schedule. 281. Shall advertise and sell stock. 282. Penalty against corporation for trans- ferring stock after levy. 283. Release of stock by sheriff If writ be countermanded. 284. Sale and transfer by sheriff. 285. Corporation, or any of its officers, refuse to make transfer; penalty. 286. Remedies of purchaser. 287. Fee for making transfer. Police. to Sec. 288. Certain corporations may apply governor to appoint policemen. 289. Governor may appoint. 290. Oath, authority and power of such policemen. 291. Policeman to wear a shield. 292. Compensation of such policemen. 293. Termination of authority. Preferred Stock. Sec. 294. Who may issue preferred stock; how to be Issued. Process. Sec. 295. Foreign corporations liable to suit. 296. Process to be served upon whom. 297. Suits to be brought, where. 298. Service on non-resident officers, when al- lowable. 299. Judgment by default. 300. Creditor's bill against company debtor. 301. Name by which corporation may be sued. Taxation. Sec. 302. Property not to be exempt from. General Applicability. Sec. 303. This article applicable to all Maryland corporations. Section 1. Any corporation may acknowl- edgo any doed which such cori)oration has tlie power to make, by attorney appointed MARYLAND. Miscellaneous provisions — G. L., Art. xxiii, §§ 2-8. by such corporation, under the seal thereof, and such appointment may be embodied in the deed. Power to acquire and hold property. § 53. To have a seal. § 52. Penalty against corporation for transferring property after levy. § 282. [Acknowledgement of mortgage by ofHoer of corporation. Bldg. Assn. v. Brace, 51 Md. 508.] § 2. No corporation created, or to be cre- ated, and not expressly incorporated for banking purposes shall, by any implication or construction, be authorized to exercise banking: privileges, or to issue any note, token or device, scrip or other evidence of debt, to be used as currency. See Const., art. Ill, § 39. Savings bank may be incorporated. § 29, post. [Purpose of section Is to prohibit all corpora- tions, except banks, from using paper for cir- culation as currency, and not from giving promis- sory notes, as evidences of debts. Davis v. Build- ing Union, 32 Md. 294; but see Duncan v. Md. Sav. Inst., 10 G. & J. 299; Bank v. Katz, 57 Md. 128.1 § 3. When tbe corporate powers of any corporation incoi-porated under the lav\"S of this State, are clirected by its charter or certificate of incorporation to be exercised by any particular body, or number of per- sons, a majority of such body or persons, if it be not otherwise provided in the charter or certificate of incoi-poration, shall be a suflJicient number to form a board for the transaction of business, and every decision of a majority of the persons duly assembled as a board, shall be valid as a corporate act. Powers. §§ 49-56. Affairs to be managed by directors. § 57. Election to be by ballot. § 58. Directors declaring Illegal dividend; penalty. §§ 67, 68. [What may constitute quorum of directors. Bank v. Ruff, 7 G. & J. 448. In the absence of ijroof to the contrary, where it appears from the minutes of a corporation that a meeting of trustees was held, business trans- acted, the presumption will be that a quorum was present. Baile v. College, 47 Md. 124.] § 4. A copy of any l)y-law of any corpora- tion incorporated under the laws of this State, under its seal aifd puiporting to be signed by the president, secretary or treas- urer of the coiporation, shall be receivetl as prima facie evidence of such by-law in the courts of tills State. Powers to make by-laws. § 55. Certified copy of certificate evidence. § 46. [Book of by-laws admissible as evidence. Frank V. Morrison, 58 Md. 423.] § 5. The president and directors of every corporation sliall keep full, fair and correct accounts of their transactions, which shall be open at all times to the inspection of the stockholders or members; and they shall annually prepare a full and true statement of the affairs of the corporation, which shall be certified to by the president and secretary and submitted at the annual meeting of the stockholders or members. Books must show what property was taken for stock. § 62. Statement of condition to stock- holders. § 71. Semi-annual statement of assets and liabilities. S 73. [Failure of president to comply with this sec- tion will not release corporation or Its stockholders from liability for corporate debts. Weber v. Fickey, 52 Md. 510.] § 6. General meetings of the stockholders of any corporation, incorporated under the laws of this State, may be called at any time, upon the requirement of stockholders enti- tled to vote a majority of the stock of said corporation, of which meeting not less than ten days' notice shall be given in a news- paper published in the county in which the principal place of business of said corpora- tion is situated, and also in a newspaper published in the city of Baltimore; and when said principal place of business is situated in said city, then in two newspapers pub- lished therein; and if the president and di- rectors refuse to call such meeting, the said stockholders so owning a majority of said stock may do so on giving notice as above set forth. Majority to govern. § 3. Meetings of stock- holders to Increase or diminish stock. § 76. Notice of stockholders' meeting. §§ 80, 82. Meet- ing to order dissolution. § 265. § 7. At any general meeting of the stock- holders, called as provided for in the pre- ceding section, any president, director or directors of said corporation may, by a vote of a majority in interest of the whole num- ber of stoclciiolders, be removed from ofiice, and another or others be appointed in the place of the person or persons so removed, to serve for the remainder of his or their term. Majority to govern. § 3. Power to appoint and pay officers. § 54. Election of officers. §§ 58, 59, 60. § 8. (As amended April 7, 1892.) When- ever five or more stockholders of any private corporation created under the laws of this State, at least thirty days before an election for managers, directors or other officers of such corporation elected by the stockholders thereof, shall give notice in writing of their intention to canvass the votes, which may be given at the next election thereof, and shall deliver said notice, at the usual place of business of such corporation, to the presi- dent, cashier, secretary', treasurer, director or other principal manager of such company, it shall be the duty of the oflScers receiving such notice, immediately to communicate the 10 MARYLAND. Miscellaneous provisions; formation — G. L., Art. xxiii, §§ 9-14. same by mail to all the stockholders of said corporation living in the State and living in other States, so far as their places of resi- dence appear on the books of such corpo- ration. § 9. Upon proof made to the judges of any such election of such notice having been delivered as aforesaid, by any five stock- holders, such judges shall, before receiving the votes, I'equire every stockholder offering to vote in person the stock of the corjoora- tion, to make an oath or affirmation that the stock which such person proposes and otters to vote in the election then to be held, is his sole and bona fide property, or belongs solely and bona tide to him and his partner or partners in trade, or is held by him as trus- tee, or in some fiduciary relation, to be specified in such oath, and that his right and title to the same has been fairly and bona fide, and not colorably and fraudu- lently created or acquired, and not with any intent to increase the number of votes which would otherwise be allowed to said stock, nor in any manner, directly or indirectly, to violate, avoid or evade the standard of voting, as fixed either by the charter of said compan:^' or its by-laws, and that the said stock, to the best of his knowledge, belief and information, or any interest he has therein, is not retained in his name or in that of his partner, on the books of said corporation, with any such intent, design or purpose, and that he does design in all re- spects and in good faith to comply with the charter of the said coii^oi-ation and its regu- lations upon the subject of voting stock therein. § 10. Whenever such stock is owned by and stands in the name of any corporation or body politic, some officer thereof shall take the oath prescribed in the preceding section, and further declare, on oath, that he has full opportunity, from his official station in the corporation, to know the opin- ions and sentiments of a majority of the directors thereof, in relation to such stock, and that he represents them fairly in the premises. [Corporation may Invest in stock of another corporation. Booth v. Robinson, 55 Md. 419. And may vote such stock at all meetings of stockholders. Davis v. P. & L. Co., 77 Md. 35; s. c, 25 Atl. Rep. 982. But this right may not be used to destroy an- other corporation. Id.; see, also, Mfg. Co. v. The Okisko Co., 5 Md. 152; s. c, 1 Md. Ch. Dec. 392.] § 11. (As amended April 7, 1892.) If no- tice shall be given for a canvass of votes, as prescribed in section eight, then at the election with reference to which such notice shall be given, no person or body coi-porate shall vote by proxy on stock held in any private corporation unless the person, or in case of a body corporate tlie president, cashier, or some lawfully-constituted officer thereof, shall make oath before some person authorized by the laws of Mai-yland, or by the laws of the State where the same shall be administered, to administer an oath to the same eft'ect as required by section nine of this article, a certificate of which oath shall be produced, before the person or per- sons holding said election before any vote by proxy shall be received. Elections to be by ballot. § 58. § 12. No person shall act as the director of any bank requiring that the directors thereof shall hold any number of shares therein, unless the said director, before he acts as such, shall make oath before some justice of the peace, that he is the sole and bona fide o'WTier of the stock standing in his name on the books of said bank, and that the same has not been transferred to qualify him to serve as director therein. § 13. In all cases where the stock in any corporation in this State shall have been hypothecated or pledged by the owner thereof as security for the payment of any debt or loan, such person, upon exhibiting to the person holding any election in such corporation, a certificate in writing from the pawnee of said stock, tliat the same is held in pledge or by hypothecation, shall, until forfeiture, be deemed and taken to be the holder of such stock, and as such, entitled to vote the same; and every person holding stock in such corporation as execu- tor, administrator, guardian or trustee, shall represent the shares of stock in his hands, and may vote accordingly as a stockholder at any election in such corporation. Porm.ation of Corporations. § 14. Corporations may be formed in this State, under the provisions hereinafter set forth, by any five or more persons, citizens of the United States, and a majority of them citizens of this State, or if unnatural- ized, residents of this State, making oath that they bona fide intend to become citi- zens of the United States without unreason- able delay, who may desire to form a body corporate or politic, for any of the following purposes : [Corporation may be private, and yet charter contain provision of a purely public character. University v. Williams, 9 G. & J. 365. Legislature intended this act to be a substitute for all existing general laws on the subject (see Const., art. Ill, § 48), but does not repeal charters of corporations previously existing. Montel v. Coal Co., 39 Md. 1G4; Webb v. Ridgely, 38 id. 364. Corporation must dwell in place of Its creation, but may do business In other States. Ins. Co. v. Lancley. G2 Md. 196. Where a corporation Is formed under the general law, compliance with provisions of the statute sufficient proof that person who signed the articles have accepted the same. Glymont Co. v. Toler, 80 Md. 278; s. c, 30 Atl. Rep. 278. Neither directors nor majority of stockholders have power to make fundamental changes In charter, inconsistent with objects for which It was granted. Id. MARYLA^^D. 11 Formation for what purposes — G. L., Art. xxiii, §§ 15-27. Where a statute provides that the charter of a certain company shall be continued in. full force for a period of thirty years, such statute operates merelj' to revive and extend the charter of the company, and does not create a new and distinct corporation. Mining Co. v. R. R. Co., 81 Md. 28; s. c, 31 Atl. Rep. 698.] § 15. Class. 2. For the creation and main- tenance of mechanics' institutes, co-opera- tive stores or societies, libraries, public reading or lecture-rooms, medical societies, public hotels, public baths, dairy associa- tions and agricultural or horticultural so- cieties, fairs or exhibitions, and companies for the packing of fruits, vegetables and other things; Provided, Such corporations are located in this State, and the property they possess or acquire is located therein. § IG. Class 3. For buying, selling, mort- gaging, leasing, improving, disposing of, or otherwise dealing in lands in this State, or partly in this State, and partly beyond this State, and for the procuring and preparing for market, transportation and selling of lumber, timber, wood, trees, plants, seeds, fruits, roots or other products of land. General power of corporations to acquire prop- erty. § 53. Corporation may aeliuowledge deeds. § 1. § 17. Class 4. For the formation of fire, life, marine, accident, cattle, live stock and other insurance companies, and all compa- nies for receiving, weighing sheltering, feeding and exposing for sale, cattle, sheep and hogs; Provided, That such companies shall have their principal otfice in this State; And provided the yai'ds and scales of every company for receiving, weighing, sheltering, feeding and exposing for sale, cattle, sheep and hogs, shall be located either within the city of Baltimore or within a distance of not more than six miles from the limits thereof; And provided further. That all such cattle, sheep and hogs shall be w^eighed by or under the supervision of the State weigh- master, as now provided for by law; such weighing to be done at the yards and scales of such company. § 19. Class G. For carrying on in this State any kind of manufacturing, ship- building, mechanical, industrial or chemir-nl business, and for the sale, transportation, or other disposition of the products thereof. For manufacturing, furnishing and selling hot water or steam for motive power, heat- ing, cooking or other useful applications in the streets and public and private buildings of any city, village or town in this State; and such corporation shall have the power to lay pipes or conductors for conducting hot water or steam through tlie streets, avenues, lanes, alleys, squares and highways In such city, village or town, with the con- sent of the municipal authorities of said city, town or village, and under such rea- sonable regulations and conditions as they may prescribe. § 19a. Class 6a. (Enacted March 19, 1890.) For the pui-pose of carrying on the business of printing, publishing or selling books, pamphlets or newspap<'rs, or of carrying on the general business of a jol) printing ortice. § 20. Class 7. For conducting any kind of mining business in this State, and for selling or otherwise disposing of the products of said business where the principal office of said corporation is located in this State. § 20a. Class 7a. (Added April 0. 1894.) For conducting or carrying on in this State and elsewhere, any lawful wholesale or re- tail trading, commercial or mercantile Inisi- ness, where the principal ottice and place of business of the coi-poration are located in this State. § 21. Class 8. For washing, dressing, smelting and otherAvise preparing for and bringing to market and selling the ores of all kinds of metals; Provided, Said corpora- tions carry on their general operations in this State, and have their principal office therein. § 22. Class 9. For opening and working quarries of marble, slate or other economic minerals or mineral substances in this State, and for the manufacturing thereof in this State, and for the transportation or exporta- tion and sale thereof. § 23. Class 10. For boring for, opening, using or refining petroleum, salt, or other mineral springs in this State, and for boring for, opening, using or refining in this State, other oils, where the principal office of said corporation is located in this State. Taxation of such companies. See Acts of 1890, at pp. 41-43. § 24. Class 11. For constructing, owning or operating telegraph or telephone lines in this State, where the principal office of said corporation is located in this State, and for the transaction of any business in which electricity over or through wires may be ap- plied to any useful pui-pose. Taxation of such companies. See Act of 1890, at pp. 41-43. § 25. Class 12. For navigating the ocean by steam, sail or other ships or vessels, and transportation of goods and passengers therein, where the principal port of entry or departure thereof is in the United States, and the principal business office of said cor- poration is located in this State. § 26. Class 13. For navigating the Avaters of this and adjoining States by steam, sail or other boats or vessel'., and for the trans- portation of goods and passengers therein, where the principal office of said corpora- tion is located in this State. § 27. Class 14. For carrying on any for- warding or w^arehousing business in this State, and for the construction, owning, chartering or leasing of steamboats, wharves. 12 MAEYLAND. Formation for what purposes; consolidation — G. L., Art. xxiii, §§ 28-39a. clocks, roads, vehicles or other property re- quired for the purpose of such forwarding or warehousing business, where tlie princi- pal office of said coi-poration is located in this State. § 28. Class 15. For acquiring or construct- ing and maintaining, selling, leasing or otherwise disposing of, an.v bridge, pier, wharf, floating or dry dock, or marine rail- way, in this State where the principal office of said corporation is located therein. S 29. Class IG. For the formation of sav- ings institutions, trust companies and guar- antee companies. Banking privileges exist only by special grant. § 2. Director of bank must be stockholder. § 12. Taxation of trust and guaranty companies. See Act of 1890, at pp. 41-43. § 30. Class 17. For the formation of gas light or electric light companies. Taxation of such companies. See Acts of 1800, at pp. 41-43. § 31. Class 18. For the formation of turn- pike and plankroad companies, and of pas- senger railway companies, outside of the limits of the city of Baltimore; but no pas- senger railway, constructed under the pro- visions of this article, shall exceed twelve miles in length. [Power of State to annul franchise of plank- road companies. Road Co. v. State, 19 Md. 239. Liability of turnpike company for non-perform- ance of duty. Turnpike Co. v. Cassell, 66 jMd. 419; s. c, 7 Atl. Rep. 805; Road Co. v. Crowther, 63 Md. .558; s. c, 1 Atl. Rep. 279. May be sued, whore. Id.] § 32. Class li). For establishing and main- taining lines of stages and stage coaclies for the conveyance of passengers and malls of the United States within this State. § 33. Class 20. For the purpose of suppl.v- ing any city or town in this State with pure water. [Fact that corporation formed for purpose of supplying city with pure water, diverted water of a certain stream from Its customarj- channel prior to institution of condemnation proceedings, does not deprive corporation of right to condemn. Moores t. W. & L. Co., 79 Md. 391; s. c, 29 Atl. Rep. 1033.] § 34. Class 21. For the formation of so- cieties or associations for the promotion of immigration into this State. § ?>r>. Class 22. For the acquiring, devel- oping, improving, using, working or other- wise utilizing or disposing of any novelty, invention or process patented by the United States; and for the sale, lease or other dis- position of articles manufactured under such patent. § :'>(;. Class 23. For the formation of ac- cident insurance companies on the assess- ment plan. § 37a. Class 25. (Added by L. 1898, ch. 163.) For the formation of fire patrol, prop- erty patrol, police patrol, land patrol and water i)atrol companies. § 38. Any company may be inconiorated for any two or more of the purposes afore- said, where, in the judgment of those form- ing said company the same may be con- ducted b}^ one corporation, with advantage to its general interests. Consolidation of two or more companies. §§ 39, 39a. [Mining and manufacturing corporations may combine. Basshor v. Dressel, 34 Md. 5U3.] § 39. Any corporation iucori)orated under this article, or any corporation heretofore formed and now existing, the capital stock of which has been fully paid up, may unite with any other corporation incorporated un- der this article, the capital stock of which has also been fully paid up, where the said corporations have been originally incorpo- rated in whole or in part for the same pur- pose, and may by such union form one new corporation; Provided, That a majority of the stockholders of each of the said corpo- rations forming such union shall assent thereto. Such union or consolidation shall be made upon such terms and conditions aa shall be agreed upon by the said corpora- tions; and the said new consolidated corpo- ration shall have such name and such capital stock as shall be agreed upon between the corporations parties tliereto; and Avhen such union or consolidation is made, a certificate of the said union and of the particulars thereof shall be executed by the said corpo- rations, and be acknowledged and recorded as other certificates of incorporations are in this article directed to be acknowledged and recorded. See § 38. § 39a. (Added April 7, 1892.) When the aforesaid certificate of union shall have been executed, acknowledged and recorded as provided in section .39 of this article, all the property and assets belonging to said former separate corporations of whatsoever nature and description, and all the poAvers and rights and all the debts and liabilities of said former separate coniorations of whatsoever nature and description, shall upon such recording as aforesaid, be de- volved upon said new consolidated corpora- tion, and every devise or bequest in favor of either of the former separate corpora- tions, and which said former separate cor- poration.s would have been capable of tak- ing, shall devolve upon said new consolidated corporation, Avliich sliall be regarded as sub- stituted by operation of laAv in the room and stead of said former sciKirate corporation. See §§ 38, 39. ^LzVRYLAXD. 13 Certificate of incorporation — G. L., Art. xxiii, §§ 42-44. General Regulations. § 42. Any five or more persons, citizens of the United States, and a majority of them citizens of this State. Avho may desire to form a corporation for any of the purposes hereinbefore referred to, shall make, sign, seal and acknov\ledse before some officer competent to take tlie acknowledgment of deeds, a certificate in writing in which shall be stated: 1. The names in full and places of resi- dence of the applicants. 2. The proposed coii)orate name of the corporation, which shall always include the name of the county or city in which it may be formed. 3. The object or purposes for which in- eoiT)oration is sought, the time of its exist- ence, not to exceed forty years, and the articles, conditions and provisions under which the incorporation is formed; Provided, That the limitation as to the duration of ex- istence of corporations formed under this ar- ticle shall not apply to gaslight companies. 4. The place or places where the opera- tions of the corporation are to be carried on, and the place in this State in which the principal office of the corporation will be located. 5. The amount of capital stock (if any) of the corporation. 6. The number of shares of stock (if any) and the amount of each share. 7. The number of trustees, directors or managers, and their names, who shall man- age the concerns of the corporation for the first year. Corporations must be formed under general laws. Const., art. Ill, § 54. Purposes of incor- poration. §§ 14-3S. Amendments to certificate. § 47. Powers. §§ 49-56. Forfeiture of franchises. §§ 255-2G3. Dissolution. §§ 264-270. Increase or reduction of stock. § 74. Existing corporation may Incorporate under this section. §§ 81-84. All corporations subject to future legislation. § 85. Manufacturing corporation. § 85. [An act or charter of incorporation is merely an offer until consummated by acceptance. State V. R. R. Co., 12 G. & J. 400. Presumption of law is that all requirements of charter have been complied with, where ooipora- tion has gone into action, and rights have been acquired under it, and this is the presumption against a sub.scriber, sued for his subscription. Road Co. V. Creeger, 5 H. & J. 122. Every bodv politic not incorporated by a puDlic law must sliow authority under which it ac-ts as a corporation. McKim v. Odom, 3 Bl. 40*. ^\ hen called upon as defendant, its corporate capacity is admitted. Id. Three classes of corporations de- fined. Id. ' . , I, „* A copartnership may be dissolved by some of Its members becoming, as to some purposes as partnership, a body politic under an i^ct of In- corporation. Cape Sable Co.'s case, 3 Bl. 60b It was the intention of legislature that Act of 1868 should be a substitute for all existing general corporations laws. Montel & Co. v. Coal Co., 39 Md. 104; Strauss v. Heiss, 48 id. J92. Defects in certificate of incorporation cured by legislative recognition of the corporation. Basshor v. Stebbins, 34 Md. 503. Conditions precedent to corporate existence. Ins. Co. v. Hart, 31 Md. 59; Lyons v. R. R. Co., 32 Id. 18. Xot necessary for all subscribers to certificate to make required acknowledgment, provided five or more do so. Hughes v. Antictam, etc., Co., 34 Md. 310. The particular business to be carried on need not be stated in certificate. Id. Acknowl- edgment by president and directors prior to recording, not necessary. Id. Patent defects In certificate. Id. Where a corporation is created under a law which requires certain acts to be done before it can be considered in esse, those acts must appear to have been done. In order to establish corporate existence. Lord v. Building Assn., 37 Md. 320. When requirements of section 42 are complied with, and certificate is recorded, the associates become possessed of corporate franchises as effectually as if same had been by direct grant. Hager v. Cleveland, 30 Md. 476. Corporation created by special act may reor- ganize under general law. Sprigg v. Tel. Co., 40 Md. 07. Legislature has power to amend, by special act, a charter obtained under the general law. Koch V. R. R. Co., 58 Md. 603. Legislative act reorganizing existence of corpora- tion cures all defects in original certificate. Koch V. R. R. Co., 75 Md. 222; s. c, 23 Atl. Rep. 463. A charter can be accepted and corporation or- ganized only within State creating It. Smith v. Mining Co., 64 Md. 86; s. c, 20 Atl. Rep. 1032.] § 43. When said certificate is executed, it shall be the duty of the persons executing the same to submit it to one of the judges of the judicial circuit, within which the principal or any other office of said corpora- tion is. under said certificate, to l)e located, if it shall be located in one of the counties of this State, or to one of the judges of the supreme bench of Baltimore city, if the principal office of said corporation shall be located in Baltimore city, in order that the said judge may determine whether the said certificate is in conformity with the law; and such determination, when certified by the said judge as required by the next suc- ceeding section, shall be conclusive evidence that such certificate does conform to the law. [Goodman v. Jedijah Lodge, 67 Md. 125; s. c, 9 Atl. Rep. 13; 13 id. 627.] § 44. If the said judge shall so determine, he shall certify his said determination upon the said certificate, which sliall thereupon be recorded in the office of the clerk of the circuit court for the county in which the principal office of said corporation shall, by the terms of said certificate, be located, if it shall be located in one of the counties of this State, or in the office of the clerk of the superior court of Baltimore city, if the prin- cipal office of said corporation shall be lo- catetl therein; and the said certificate shall be recorded in a book provided for that special purpose. Fees for recording. § 48. [The authoritv of a judge to certify to the for- mality of articles of incorporation is a question of jurisdiction, and, as such. Is a proper subject 14 MAKYLA^CD. Certificate of incorporation; powers — G. L., Art. xxiii, §§ 45-51. of Inquiry by the courts when legal existence of the corporation Is In issue. Oler v. R. R. Co., 41 Md. 583.] § 45. Wlien the said certificate shall have been recorded, the i>ersons who have signed and acknowledged the same, and their suc- cessors shall, according to the objects, pur- poses, articles, conditions and provisions in said instrument contained, become, and be a body politic and corporate, in fact and in law, by the name stated in such certificate. [Person may recover for work done for corpora- tion before certificate was recorded, if work be afterward accepted. Grape S. & V. Co. v. Small, 40 Md. 395. Pre-requisites must be complied with before privileges may be exercised. Grumbine v. State, CO Md. 355. When certificate has been recorded, the as- sociates become possessed of corporate franchises as effectually as if same had been by direct grant. Hager v. Cleveland, 36 Md. 476.] § 4G. A copy of such certificate, or of any amendments thereto, or of any paper relat- ing to corporations, which is required by law to be recorded, when certified to be a true copy by the clerk of the court in whose office the same Is recorded, under the seal of his office, shall be evidence in all legal proceedings, and in all the courts of this State. Certified copy of by-laws evidence. § 4. § 47. If any alteration or amendment of the articles or provisions of the charter of any of said corporations, shall be made by the authority of the corporation, such altera- tion or amendment shall be made known, acknowledged and recorded in the same manner as prescribed in sections 42, 43 and 44 of this article; and after the said altera- tion or amendment shall be recorded, the same shall be taken to be a part of the said charter or instrument, as if the same had originally been made a part thereof. Increase or reduction of capital stock. Change In par value. §§ 79, 80. 74-78. § 48. The usual fees for equal or similar services shall be received by the respective clerks under this article, and all the ex- penses of procuring the charter of incor- poration and recording the same, shall be borne by the parties respectively applying therefor; and the date and fact of recording shall be indorsed by the clerk on every original instrument. § 49. Every corporation incorporated un- der this article shall have the following powers and be subject to the following gen- eral regulations, except in cases where the special provisions relating to any particular corporation are inconsistent with the said general regulations. Only powers conferred may be exercised. § 56. Remedies for abuse of powers. §§ 255-203. Bank- ing privileges not to be exercised. § 2. [The possession of power by a corporation to do an act is of itself possession of right to provide for doing of that act by agents. Mayor v. Howard, 6 H. & J. 3S3. Corporation has no power to do what It is in- hibited by its charter from doing. Albert v. Bank. 2 Md. 159. The creation of a corporation for a specified purpose implies a power to use the necessary and usual means to effect that purpose. Road Co. V. Young, 1 Md. 476; Davis v. Building Union, 32 Md. 295. A.cceptance of additional grants and powers to existing corporation presumed from exercise of powers, or other unequivocal acts, but such pre- sumption mav be rebutted. Lyons v. R. R. Co., 32 Md. 18; Xew, etc., Co. v. Georges, etc., Co., 37 id. 537; see, also, Smith v. Mining Co., 64 id. 86; s. c, 20 Atl. Rep. 1032.] § 50. Any such corporation shall have power — First. To have succession by its corporate name for the period prescribed by law or by the certificate evidencing its incorporation where the said certificate is in accordance Avith law. Requirements of certificates. § 42. [In contracts, it is sufBcient that name of cor- poration be so expressed as to distinguish it from others. Road Co. v. Creeger, 5 H. & J. 122. In actions by or against corporations, correct statement of corporate name is more strictly re- quired than in contracts with them. Id. Change of name of corporation by legislature does not abate a suit in equity brought by such corporation. Thomas v. School, 7 G. & J. 369. Objection that corporation sues by wrong name is matter of abatement, and cannot be taken on trial of the general issue. Bank v. Orme, 3 Gill, 443. A misnomer in a grant to a corporation does not avoid the grant. Vansant v. Roberts, 3 Md. 119. Omission of part of corporate name In assign- ment of mortgage. Chilton v. Brooks, 71 Md. 445; s. c, 18 Atl. Rep. 868.] § 51. Second. To sue and be sued, com- plain and defend in any court of law or equity. Attachment against corporate stock. Art. IX, § 18. Certified copy of by-law evidence. § 4. Of certificate. § 46. Proceedings against corpora- tion for misuse or abuse of powers. §§ 255-263. Suit for dissolution of corporation. §§ 264 et seq. Pending suit of dissolved corporation continued. § 276. Execution against stock. §§ 277-287. Pro- cess against corporations. §§ 295-301. Proceed- ings for failure to pay taxes. §§ 88a-88j. Suits by and against foreign corporations. § 297. [Corporation may be charged in actions ex de- licto as well as ex contractu. McKim v. Odom, 3 Bl. 407. Corporation can only be called on to answer by its proper name. Binney's case, 2 Bl. 99. Foreign corporation may sue in courts of Mary- land. Id.; McKIm v. Odom, supra. When charter of corporation is legally null and void, corporation Is no longer suable at law. Bank V. Bank, 10 G. & J. 346. Responsibility of steamboat company for trans- porting escaped slave with notice. Xav. Co. v. Hungorford, 6 G. & J. 291. Corporation should be sued In county where located. Cape Sable Co.'s case, 3 Bl. 606. :^IAKYLAXD. 15 Corporate powers — G. L., Art. xxiii, §§ 52, 53. Suit3 against insolvent corporation. Id. An ac- tion of assumpsit may be sustained against a corporation. Id. Expiration of charter during pendency of suit by corporation can only be availed of by a plea puis darrein continuance. Agnew v. Banli, 2 H. & G. 479. Rules of construction In actions bv a corpora- tion. Road Co. V. Creeger, 5 H. & J. 122. Ordinarily stockliolder not a competent witness In suit brought by corporation. Bank v. Ridgely, 1 H. & G. 325. The general Issue being pleaded In an action by a corporation, the plaintiffs are not bound to s.how that they are a body corporate. Whitting- ton V. Bank, 5 H. & J. 489; Agnew v. Bank, supra. Many cases where single incorporator has, by bill in equity, called corporation to account for his share of rents and profits. Binney's case, 2 Bl. 99. Also where corporation has asked relief against mismanagement and frauds of its officers. Id. Proceedings In equity against insolvent corpora- tion admissible in suit against stockholder to recover unpaid installments. Hall v. Ins. Co., 5 Gill. 484. A plea, by a corporation, to the jurisdiction of a Maryland court, that the corporate property lies partly in another State, or that its corporate existence is derived, in part, from a charter of another State, is not tenable. State v. Ry. Co., 18 Md. 193. To maintain its cause, corporation must show that it has been effectually created. Lord v. Essex Assn.. 37 Md. 320. An action may be maintained against corpora- tion for malicious prosecution, libel, false im- prisonment, assault and batterv and false repre- sentation. Carter v. Mach. Co., 51 Md. 290. And for fraud or other wrong of an agent. R. R. Co. y. Bank, 60 Md. 36. But to make corporation answerable for acts of its officer or agent, they must have been acting within the scope of their authority. Tolchester. etc., Co. V. Steinmeier, 72 Md. 313; s. c, 20 Atl. Rep. 188. Turnpike company may be sued, where. Road y. Crowtner. 63 Md. 5.58: s. c, 1 Atl. Rep. 279. Maryland Statutes of Limitations, bar to action against stockholder, when. Attrill y. Huntington, 70 Md. 191; s. c, 16 Atl. Rep. 651. All actions In regard to rights and Interests of a corporation must, as a general rule, be brought by the corporation itself. Davis v. Gemmell, 70 Md. 356; s. c, 17 Atl. Rep. 259.] § 52. Third. To make and use a common seal and alter the same at pleasure. [Where seal of a corporation Is affixed by proper officer, proof of it is unnecessary. B. & B. Co. y. Ins. Co., 3 Md. 305. Acts of a corporation may be evidenced by writing without seal, and may be inferred from other facts and circumstances, same as an in- dividual. Bank v. Ridselv, 1 H. & G. .326; see, also, Mfg. Co. v. Okisko Co., 5 Md. 152. When corporation mav contract without seal. Kennedy v. Ins. Co., 3 H. & J. 367. A bill filed by a corporation need not be under Its corporate seal. Creek Co. v. Detmold, 1 Md. Ch. 371. The answer of a corporation under Its corporate seal has same force and effect as evidence as answer of an individual not under oath would have, and no more. C. «S: I. Co. v. Wingert. 8 Gill, 171; Bouldin v. Mayor, 15 Md. 18. That corporation bound itself by contract under corporate seal, how proved. Zihlman v. Glass Co., 74 Md. 303; s. c, 22 Atl. Rep. 271. Sealing is the essential part of execution of contract by corpo- ration. Id. A Ijill in equity may be answered by a corpora- tion only under its corporate seal. Williams Co. y. Baking Co., 38 Atl. Rep. 990.] 1 43 § 53. Fourth. To acquire by purchase or in any other manner, and talve, receive, hold, use, employ, manage, mortgage, dis- pose of. or in any manner not inconsistent with law, deal with any property, real, per- sonal or mixed, and situated in or out of this State, which may be necessary or proper to enable said corporation to carry on the operations or fulfill the purpose's named in its certificate of inconioration, and generally to do every other act or thing, not inconsistent with law, which may be necessary or proper to promote the objects, designs and purposes for which said cor- poration was formed. Eminent domain. Const., art. Ill, § 40. Execu- tion of deed. § 1. No loan to be made to stock- holders. § 69. Taxation of property. § 302, and art. LXXXI. See note to § 50. [In general corporation may alien all or any of its property at pleasure. Binney's case, 2 Bl. 99. Corporation may transfer property to trustee for benefit of creditors, or mav prefer one credi- tor by transfer. State v. Bank, 6 G. & J. 205; Bank v. Ellicott. id. 363. Where ehartt-r requires assent of three-fourths of stockholders to make a contract, or mortgage, it will be deemed void unless such assent be shown. Cape Sable Co.'s case. 3 Bl. 606. Rules of construction in contracts, leases, bonds or grants by corporation. Road Co. y. Creeger, 5 H. & J. 122. Stockholder loses his individuality so far as the transactions of the corporation are concerned. Al- bert y. Bank, 2 Md. 1.59. Corporation may borrow money to conduct its affairs without express authority. Booth v. Robin- son, 55 Md. 419. And power to give mortgage Is necessary Incident unless expi-esslv restrained by the charter. Id.; S. B. & B. Co. v. Ins. Co., 3 Md. 305. Assignment of mortgage by corporation, how made. Chilton v. Brooks, 71 Md. 445; 18 Atl. Rep. 868. A contract between the State and a corporation for benefit of a county may be relinquished by legislature, whether the countv objects or not. State y. R. R. Co., 12 G. & J. 399. Deeds of corporate property by directors must be held to have been ratified bv stockholders, when. Stokes v. Detrick, 75 Md. 256; s. c, 23 Atl. Rep. 846. Liability of new corporation In accepting deed from corporation about to expire. Id. In legal contemplation, it is not a matter of concern to this State whether property shall ac- cumulate In the hands of foreign corporations or not; this Is a question to be regulated by each State for Itself. Vansant v. Roberts, 3 Md. 119. Foreign corporations, especially telegraph com- panies, may do business and hold property within this State. Day v. Tel. Co., 66 Md. 354; s. c, 7 Atl. Rep. 608. Mortgagor allowed set-oflC against building asso- ciation. Hennighausen v. Tlscher, 50 Md. 583. Director not competent to become purchaser of corporate property, when. Hoffman, etc., Co. y. Cumberland, etc.. Co., 16 Md. 456. Restrictions Imposed by charter of a corporation upon amount of property which may be held, cannot be taken advantage of collaterally, but only by the State In a direct proceeding Instituted for" that purpose. Hanson v. Sisters, 79 Md. 434; s. c, 32 Atl. Rep. 1U52. Corporation may, without express authority, borrow money and issue notes for the payment thereof. Helronimus v. Sweeney, 34 Atl. Rep. 823.] 16 MAKYLAND. Corporate powers; directors — G. L., Art. xxiii, §§ 54-57. § 54. Fifth. To appoint a president of the company from among the directors, trustees or man.-i-tors, and to appoint sueli officers and agents as the business of the corpora- tion sliall require; to allow them a suitable compensation, require security for the faith- ful discharge of their duties, and regulate the tenure of office of the said officers. Accounts of oflScers. § 5. Removal of. § 7. OflScer to vote stock. § 10. Trustees and di- rectors. §§ 57-59. Failure to elect officers not to dissolve corporation. § 60. Service of pro- cess on non-resident officer. § 298. [Liability of corporation to individual stock- holders for fraud or mismanagement of officers. Whittington v. Bank, 5 H. & J. 489. Corporation may be bound by acts of agenf though such acts are not reduced to writing. Bank v. Ridgelv, 1 H. & G. 325; Bank v. Bate- man, 7 H. & J. 104; R. R. Co. v. Bastian, 15 Md. 404; Eckenrode v. Chem. Co., 55 id. 51. Bond of an officer is limited to duration of corporation. Bank v. Ridgely, supra. A vote or resolution appointing an agent need not be entered on the minutes, but may be in- ferred from the permission, or acceptance of his services. Burgess v. Pue, 2 Gill, 254. Recording of officer's bond not essential to its validity, un- less it be so expressly declared. Id. Persons acting publicly as officers of a corpora- tion are presumed to be rightfully in office. Id.; B. & 15. Co. V. Ins. Co., 3 JId. 305. Officers de facto presumed to be succeeded by officers de jure. Smith v. Erb, 4 Gill, 437. President or directors may recover for services rendered to corporation. Mining Assn. v. Mere- dith, 49 Md. 389. Person signing a note as an officer of a corpora- tion may bind himself personally. Powder Co. V. Sinsheimer, 48 Md. 411. Corporation not bound where officer acts for himself. Winchester v. R. R. Co., 4 Md. 231. Corporation may be bound by agent not regu- larly appointed. Appointment and authority of agent may be implied. Eckenrode v. Chem. Co., supra. To recover for work done for corporation un- der contract with it, express authority of presi- dent to make such contract need not be proved. Grape Sugar Co. v. Small, 40 Md. 395. The president and general manager of a corpo- ration held not to have power, without the con- sent of directors, on insolvency of corporation, to transfer assets to satisfy debts of one creditor. Iladden v. Linville, 38 Atl. Rep. 37.] § 55. Sixth. To make by-laws, not incon- sistent with law, for tJie management of its property, the regulation of its affairs, and for the transfer of its stock, if any such stock there be; for the forfeiture of stoclv not paid for, and for the disposition of the proceeds thereof; for tlie calling of regulai', special and general meetings of the directors, managers and trustees of said cor- poration, and fixing the place or places where the same shall be held, and to pro- vide for all other matters Avhich may be regulated by by-laws, and from time to time to repeal, amend or re-enact the same; but every such by-law, and every repeal, amend- ment or re-enactment thereof, unless in the meantime confirmed at a general meeting of the company, duly called for that pur- pose, shall only have force until the next annual meeting of the company, and in de- fault of confirmation thereof, shall, from that time only, cease to have force. The stockholders, or members of the corporation, may, at any general meeting, make by-laws, which shall not be rescinded by tlie direct- ors, managers or trustees. Certified copy of by-laws evidence. § 4. Stock made transferable by by-laws. § 63. [By-laws need not be In writing. Bank r. Ridgely, 1 H. & G. 325. A stockholder having recognized and admitted validity of by-laws, not permitted to question mode of their adoption. Morrison v. Dorsey, 48 Md. 461. .A by-law providing that a stockholder desiring to sell his stock shall give a written notice, that the other stockholders may have the option to purchase, is an invalid restraint ou alienation. Bloede Co. v. Bloede, 34 Atl. Rep. 1127. A by-law creating a lien on a member's share for debts due the corporation is valid except against a bona fide pui'chaser. Grafflin Co. v. Woodside, 39 Atl. Rep. 413.] § 56. No corporation shall possess or ex- ercise any corporate powers, except such as are conferred bj'^ law, and such as shall be necessary to the exercise of the powers so acquired. Specific powers. §§ 49-55. [Must look solely to charter for outline of cor- porate powers. Duncan v. Savings Inst., 10 G. & J. 308. Corporation can make only such contracts as are necessary, directly or indirectly, to efifect the object of its creation. Nav. Co. v. Dandridge, 8 G. & J. 248. And in an action to enforce a contract against it, it may deny its competency to make such contract. Id. Power of agent of corporation discussed. Id.; see Gist v. Drakely, 2 Gill, 330; Abbott v. Packet Co., 1 Md. Ch. Dec. 542; Plank R. Co. v. Young, 12 Md. 476. Party may recover money paid on ultra vires contract with corporation. Hospital v. Foreman, 29 Md. 524. Contract with corporation before it came into existence cannot be enforced. Ins. Co. v. Hart, 31 Md. 59; Coal Co. v. Georges, etc., Co., 37 id. 537; see Grape, etc., Co. v. Small, 40 id. 395. A corporation is the creature of law, and Is Incapable of exerting any other faculties than those conferred by instrument of its creation. Mayor, etc., v. R. R. Co., 21 Md. 50: R. R. Co. V. Glenn, 28 Id. 287; Md. Hosp. v. Foreman, 29 Md. .524. The powers of a corporation comprehend not only express grants, but all means necessary for exercise of powers conferred. Davis v. Building Union, 32 Md. 295; State v. Coal Co., 46 id. 9.] § 57. The stock, if any, property and con- cerns of any corporation, for whose creation provision is made in this article, shall be managed by such number of trustees, di- rectors or managers as its by-laws or charter shall prescribe, said number to be not less than four nor more than twelve, who shall respectively be citizens of the United States, and a majority of them citizens of this State; or if unnaturalized residents of this State, shall malve oath that they intend to become citizens of the United States without un- reasonable delay; and who shall, except the first year, be annually elected by the stock- MARYLAND. 17 Directors; elections; subscriptions — G. L., Art. xxiii, §§ 58-63. holders, where there are such, or by the shareholders or members, where there are no stockholders, at such meetiug. time and place, and after such notice as shall be di- rected by the by-laws of the corporation; and the election shall, except in cases otherwise provided for herein, be made by such of the stockholders, shareholders or members, as the case may be, who shall attend for that purpose, either in person or by proxy; and where no other notice is provided for by the by-laws, public notice of the time and place of holding: such election shall be published not less than ten days previous thereto, in a newspaper printed nearest to the place where the principal office of said coii^ora- tion in this State shall be located. Director of bank must be stockholder. § 12. Directors not to declare dividend, when. §§ 67, 68. Directors to wind up affairs. § 272. [There must be positive affirmative proof to render directors person.nlly liable for misman- agement or fraud. Booth v. Robinson, 55 Md. 419.] § 5S. In all corporations heretofore formed or hereafter to be formed under the general laws of this State, or under any special law, having a capital stock, and in which there are stockholders, all elections shall be by ballot, and each stockholder shall be entitled to as many votes as he owns shares of stock in said corporation, and the persons receiv- ing the greatest number of votes shall be trustees, managers or directors; but no share of stock shall be voted by any stock- holder unless all instalments have been paid thereon which may have been called for on any part of the stock of said corporation. And in the case of all other corporations the mode of electing trustees, managers or di- rectors, shall be regulated by the charter or by-laws of said coiiDoration; Provided, how- ever, That nothing herein contained shall prevent any such corporation so formed, should it elect so to do, to provide by its charter or by-laws for minority representa- tion in the election of trustees, managers or directors. Majority shall govern. § 3. Elections. §§ 6-13. [Manipulation of stock to Increase number of votes at stockholders' meeting -n-ill be prevented by injunction. Campbell v. Poultney, 6 G. & J. 94. See Webb v. Ridgelv, 38 Md. 364; Baile v. College, 47 Id. 124. Books of corporation constitute the only evi- dence as to what stockholders are entitled to vote at election of directors. In re Election of Cedar Grove Cemetery Co., 39 Atl. Rep. 1024.] § 59. When any vacancy shall happen among the trustees, directors or managers, by death, resignation or otherwise, it shall be filled for the remainder of the year or other term, in such manner as may be pro- vided by the by-laws of the said corporation. § 60. if it shall happen at any time that an election of trustees, directors or managers shall not be made on the day designated by the by-laws of the said corporation, the cor- poration, for that reason, shall not be dis- solved; but it shall be lawful on any other day to hold such election in such manner as may be provided by the by-laws, and all acts of trustees or managers shall be valid as against such corporation until their suc- cessors shall be elected. § 61. Subscriptions to the capital stock of such of said corporations as have capital stock, may be made in land or other property at a valuation agreed upon between the cor- poration and the subscriber, where the said property so subscribed shall be such as i*" is proper that the said corporation shall own for the advancement of the purposes for which it was incorporated, but such sub- scriptions shall not be otherwise received, nor shall they be so received unless the same shall have been previously authorized by the stockholders assembled in general meeting, pursuant to a call to consider the propriety of receiving the said subscription and of tixing the terms upon which it shall be received. Calls. § 70. Increase and reduction of stock. §§ 74-78. Par value changed. §§ 79, 80. Execu- tion against stock. §§ 277-287. Preferred stock. S 294. [This section does not authorize leasehold in- terest to be considered as payment. Basshor v, Dressel, 34 Md. 503; see Baile v. College, 47 id. 124; Weber v. Fickey, 52 id. 510. Where promoters of a corporation, by false devises, against shares of stock to be issued as full paid, as if in consideration of property ac- quired by the corporation, when, in fact, the property 'was not paid for by the shares, and the same are assisned to the promoters, who also secured bonds ^by the first mortgage on the es- tate of a corporation, then such promoters can- not recover as directors of a corporation and first mortgage bondholders without paying the amount due bv them to the company as stock- holders, if the rights of a vendor of the property to the corporation are thereby put in jeopardy. Hooper V. Trust Co., 81 Md. 559; s. c, 32 Atl. Rep. 505.] § 62. Where property of any kind is re- ceived by the authority of the stockholdei-s in general meeting as aforesaid, in payment for stock, the books of the company shall be so kept as to show at all times fully what propei-ty was received for the said stock, at what value and the number of shares of the capital stock issued for the same; in all other cases money only shall be considered as pay- ment of a subscription to any part of the capital stock. [See Baile v. College, 47 Md. 124; Weber v. Fickey, 52 id. 510.] § 63. The Stock of any corporation created under this article shall be deemed personal estate, and shall be transferable as shall be prescribed by the by-laws of the corporation; and no shares shall be transferable until all 18 MARYLAND. Liability of stockholders — G. K, Art. xxiii, § 64. previous calls thoreon shall have been paid In, or shall have been declared forfeited for the non-payment of the calls thereon. See § 55. Stock liable, to execution. § 277. Preferred stock. § 294. Taxation of stock. Art. LXXXr, §§ 2, 84, 85, 88a, 88f, 06, 131. [It Is no objection to recovery of unpaid In- stallments, from person to whom stock has been transferred with his assent, that transfer was made without consideration. Hall v. Ins. Co., 5 Hill. 484. Rights and liabilitv of transferee discussed. Id. See Bend v. Bridge Co., 6 H. & J. 128. Trustees permitting transfer of stock without knowledge of owner. Cohen v. Gwyun, 4 Md. Ch. D. .'?57. Transfer of its own stock directly to a cor- poration will operate as a merger of stock so transferred. AYilliams v. Mfg. Co., 3 Md. Ch. Dec. 418. Where stocks are sold before dividends are declared, latter pass, by the sale and transfer, to purchaser. Abercrombie v. Riddle, 3 Md. Ch. Dec. 320. Liability of corporation to ward for illegal transfer "of its stock by guardian. Baltimore v. Norman, 4 Md. 352. Where a bank permits its stock to be trans- ferred under power of attorney, it takes the risk of the validity of such power. Chew v. Bank, 14 Md. 209. Shares of stock are personal property, the title to which passes by transfer and delivery. If transfer is not made on books of company, trans- feree has an equitable title. R. R. Co. v. Sewell, 35 Md. 238. Transfer of stock as a gift inter vivos, what is necessarv. Brick Co. v. Mall, 65 Md. 93; s. c, 3 Atl. Rep. 286.. Assignment and delivery of stock without proper transfer passes equitable title only. Noble v. Turner, 60 Md. 510; s. c, 16 Atl. Rep. 124; Gem- mell V. Davis. 75 Md. 546; s. c, 23 Atl. Rep. 1032. Transfer of stock of testator to executor; lia- bility of corporation, ilarbury v. Ehlen, 72 Md. 206: s. c, 19 Atl. Rep. 648. No lien exists at common law in favor of cor- poration upon stocli to satisfy a debt due it from a shareholder; and unless created by statute, charter or usage, does not exist at all, and cor- poration cannot prevent transfer of stock. Gera- mell V. Davis, supra. But corporation may with- hold payment of a dividend, regarding it as a set-off. Id. Rights and duties of pledgee of stock. Id. Liability for assessments when seller of stock fails to have transfer of sale entered on the books. Hutzler v. Lord, 64 Md. 534; s. c, 3 Atl. Rep. 801. A transfer of corporate stock indorsed on the certificate, and a delivery of the certificate, vests In the purchaser an equitable title. Bloede Co. v. Bloede, 34 Atl. Rep. 1127. A by-law providing that a stockholder desiring to sell shall give a written notice, that the other stockholders may have the option to purchase, is an invalid restraint on alienation. Id. Where the power to transfer stock is shown to the corporation, it is not bound to inquire whether the transferror is attempting a fraud. Hugh'^s v. Bank. 38 Atl. Rep. 9.i6. Measure of conioration's duty stated as to pro- tecting its stockholders from unauthorized trans- fers. Id.] § 61. All tlie stockholders of any such cor- poration shall be severally and individually liable to the creditors of the corporation of which they are stockholders, to an amount equal to the amount of stock held by them respectively, for all debts and contracts made by the corporation, until the whole amount of the capital stock fixed and lim- ited by the corporation shall have been paid in, and a certificate thereof made and filed, as pi'esci'ibed in the following section, which certificate may, however, be filed at any time after thirty days, mentioned in said section; but no stockholder shall be indi- vidually liable to the creditors of such cor- poration, except to the amount of his. her or their unpaid subscription to the capital stock; and the capital stock so fixed and limited shall be paid in, one-fourth thereof in one year, one-fourth in two years, one- fourth in three years, and one-fourth, or the balance, in four years from and after the inconioratiou of said company, or such cor- poration may be dissolved; Provided, how- ever, That it shall be lawful for the trustees, directors or managers of any such corpora- tion to collect and enforce the payment of all subscriptions to the capital stock, as other debts are collected after notice being given, as required by section 70 of this article; and if suit shall be brought by the trustees, directors or managers of any such coiiwi*a- tion, against all delinquent stockholders for the full amount of unpaid subscriptions within four years from the incorporation of said company, such corpoi-ation shall not be dissolved; And provided, furthermore, That the provisions of this section shall not apply to any homestead or building association. See Const., art. Ill, § 30. Certain stockholders not liable. § 66. List of stockholders to be kept. § 72. Dissolution not to affect individual lia- bility. § 271. [Stockholders cannot set off debts of corpora- tion to them against claims of other creditors. Matthews v. Albert, 24 Md. 527. If stockholders have paid for their stock, and subsequently be- come creditors of the company, they are clothed with equities equal to other creditors. Id. Stock- holders not liable for debts contracted subse- quent to their parting with their stock. Id. Creditor holding stock as collateral security not personally liable. Id. A single creditor of a corporation may enforce liability of a stockholder by an action at law. Norris v. Johnson, 34 Md. 485. Extent of liability measured by par value of stock at time debts were contracted. Id. No averment of notice to stockholder that debt was contracted bv corporation necessary in declaration. Norris v. Wrenschall, 34 Md. 402. Liability under above section is not in nature of a penalty, but is an obligation arising ex contractu. Id. As- sessment of damages after judgment by default. Id. Right of stockholder to invoke aid of court of equity to compel pavment of unpaid subscriptions. Fiery v. Emmert, 36 Md. 464. The remedv by forfeiture and sale of stock of delinquent subscriber does not exclude right of action for amount of subscription. Hughes v. Sian. Co.. .S4 Md. 316. In an action under this section, books of cor- poration not admissible in evidence. Hager v. Cleveland. 36 Md. 470; contra, Weber v. Fickey, 47 id. 106. Transfer of stock does not avoid liability. Hager v. Cleveland, supra. Provisions of this section as applicable In a court of equitv as in a court of law. Emmert V. Smith, 40 Md. 12.3. And one cred.'tor may pur- sue his action at law, although another creditor has filed a bill in equity. Garling v. Baechtel, 41 i Md. 305. Stockholder compelled to pay a debt of the cor- poration, entitled to contribution from other MARYLAND. 19 Certificate of paid-up stock; dividends; loans — G. L., Art. xxiii, §§ 65-70. stockholders. Weber v. Fickey. supra. Action of one stockholder, who is a creditor, against an- other. Id. Debt must have been contracted while defendant was a stockholder. Id. Plea that stock was paid up before debt was contracted is a complete defense. Strauss v. Heiss, 48 Md. 292. Unpaid subscriptions a trust fund for the bene- fit of creditors. Rider v. Morrison, 54 Md. 429; Crawford v. Rohrer, 59 id. fl04. But not in the hands of a bona fide purchaser of the stock, without notice. Brant v. Ehlen, 59 Md. 1. Brokers may assume liabilities of stookholder. McKim V. Glenn, 66 Md. 479: s. c. 8 Atl. Rep. 130. See, also, Basshor r. Forbes, 36 Md. 1.54; Booth t. Campbell, 37 id. .522; Weber v. Fickey, 52 id. 500; Musgrave v. Morrison, 54 id. 162; Frank v. Mor- rison, 55 id. 406; Hambleton r. Glenn, 72 id. 351; s. c. 20 Atl. Rep. 121. If a party is induced to subscribe for shares of stock upon the faith of certain representations contained in the prospectus issued by the com- pany, which representations are false, and within a reasonable time after a discovery of the fraud, and before the insolvency of the company, he notifies the company that he repudiates the con- tract, these facts constitute a valid defense to an action to recover the subscription. Fear v. Bartlett, 81 Md. 435: s. c, 32 Atl. Rep. .322. The doctrine that unpaid subscriptions to capital stock are a trust fund for the benefit of its cred- itors does not apply so as to prevent a de- frauded sliareholder from rescinding his contract before proceedings in insolvency have been in- stituted against the company. Id.] § 65. The president and a majority of the trustees, directors or managers of such cor- poration, within thirty days after the pay- ment of the last instalment of the capital stock, as fixed and limited in the certificate of Incorporation, shall make a certificate stating the amount of the capital stock so fixed and paid in, and of all property re- ceived in payment for any of said sub- scriptions, and the extent to which said pay- ments have been so made in property, which certificate shall be signed and sworn to by the president; and he shall, within thirty days thereafter, file the same with the clerk of the court in which the certificate of in- corporation of said coriX)ration was re- corded, to be by said clerk recorded. Semi-annual statement of condition. § 73. § G6. No person holding stock in any such corporation, as executor, administi-ator, guardian or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as stock- holders of sucii corporation; but the person pledging the stock shall be considered as holding the same, and shall be liable as stockholder accordingly; and the estates and funds in the hands of such executor, ad- ministrator, guardian or trustee, shall be liable in like manner and to the same extent as the testator or intestate, or ward or per- son interested in such tnist fund, would have been if he had been living and com- petent to act, and held the same stock in his own name. Personal liability. § 64, and note. [Liability of corporation to cestui que trust on stock held by trustees. Albert v. Bank, 2 Md. 159.] § G7. If the trustees, managers or direct- ors of any such corporation shall declare and pay any dividend when the coiiioration Is insolvent, or any dividend, the payment of which would render it insolvent, or would diminish the amount of the capital stock, they shall be jointly and severally liable for all the debts of the corporation then exist- ing, and also for all that shall thereafter be contracted, while they sliall I'espectively continue in office, even although the whole amount of the capital of said corporation has been paid in. Increase and reduction of capital stock. § 74. Of par value. § 79. [Oflacers of corporation have no right to relieve the stock of a particular member from forfeiture of its dividends. Bank v. Biays, 4 H. & J. 338. Dividend " payable in common stock of the com- panv," is income and not capital. Thomas v. Gregg, 78 Md. 545; s. c, 28 Atl. Rep. 565.] § G8. If any of the trustees, directors or managers of such coi-poration shall object to declaring such dividend, or to the payment of the same, and having voted against the declaration thereof, shall at any time before the time fixed for the payment of the same, record a certificate of their objection In writing with the clerk of the court in which the original certificate of incorporation is filed, they shall be exempt from the liability imposed in the preceding section. § 69. (As re-enacted April 7, 1898.) No loan of money shall be made by any such corporation to any stockholder therein; and if any such loan shall be made to any stockholder the ottteer or otficers who shall make it or who shall assent thereto shall, in the event of the insolvency of such coi^ora- tion, be jointly and severally liable for all the debts of the corporation contracted be- fore the making of said loan to the extent of double the amount of, any loss arising out of said loan; this section shall not, however, apply to any building or homestead associa- tion "or any association for the loan of money on real or personal property, or to any saviuas institution or other corporation re- ceiving money on deposit or authorized by its charter to receive money on deposit. § 70. The trustees, directors or managers of any coii>oration created under this article, and having a capital stock, may call in and demand fi-om the stockholders, respectively, all sums of money by them subscribed, at such times and in such payments and in- stalments as the trustees, directors or man- agers may deem proper, under the penalty of forfeiting the shares of stock subscribed, and all previous payments made thereon, if payment shall not be made by the stockhold- ers within ninety days after a personal de- mand, or after a notice requiring such payment, published in a newspaper printed 20 MAEYLAND. Calls for subscription; statement — G. L., Art. xxiii, §§ 71, 72. nearest to the place where the principal office of the corporation is located. Subscriptions to stocli. § 61. Individual lia- bility. § 64, and note. [Corporation can enforce subscription against person to whom subscription has been assigned. Bend v. The Susq.. etc., Co.. fi 11. & .1. 128. Certain irregularities no defense to payment of subscription to stock. Hollman v. Turnpike Co.. 9 G. & J. 462: s. c, 8 id. 7.5. As a general rule, strict compliance with its charter as to organization must be shown by a corporation seeking to enforce pavment of sub- scription to its stock. Maltbv v. R. R. Co., 16 Md. 422. The remedy against delinquent subscribers by forfeiture and sale of their stock does not ex- clude the right of action for the amount of their subscription. Hughes v. Antietam Co., 34 Md. 316. Written notice by mail not a compliance with statute. Id. Unless otherwise provided, no valid assessment can be made until all stook is taken. Id. Subscriber has no right to withdraw sub- scription without consent of all cosubscribers. Id. Unless it was obtained by fraud. Id. Conditional subscription to stock is a continuing offer until withdrawn, which is final and abso- lute when accepted. Taggart v. R. R. Co.. 24 Md. .563. The mere fact of subscribing for stock does not constitute subscriber a stockholder. Busev v. Hooper, 35 Md. 15. But a promise to take shares is an express promise to take them on terras and conditions set forth in subscription paper. Id.; Hughes v. Antietam Co., supra. An action will lie against corporation for re- fusing to issue certificates of stock to party entitled. R. R. Co. v. Sewell. 35 Md. 2.38. And the action may be brought by a subscriber or his assignee. Id. Right of stockholder to invoke aid of court of equity to compel payment of unpaid subscrip- tions. Fiery v. Emmert, 36 Md. 464. Subscriptions to additional, unauthorized stock, cannot be enforced. Oler v. R. R. Co., 41 Md. 583. In the absence of express provision to the con- trary, valid calls cannot be made until all shares are taken. Scarlett v. Acad, of Music, 43 Md. 203; Hager v. Cleveland, 36 id. 476. Estoppel of stockholder, in action to recover subscription, to deny irregularities of by-laws and proceedings of corporation. Morrison v. Dorsey, 48 Md. 461. Demand or notice by corporation is a condition precedent to the right to sue for calls or assess- ments. Roofing Co. V. Michael, 54 Md. 65. No fiduciary relation, other than that of debtor and creditor, created by subscription to stock. Morrison v. Savage, .56 Md. 142. Unpaid subscriptions are a trust fund for the benefit of creditors, and any arrangement by which stock is to be nominally paid for will be treated as a sham. Crawford v. Rohrer, 59 Md. 604. And creditor may proceed in equity to en- force unpaid subscriptions, whether directors have made an assessment or not. Id. A court may have power and jurisdiction to a.ssess unpaid subscriptions to stock of insolvent corporation. Glenn v. Williams, 60 Md. 93. Discharge in bankruptcy, under United States > law, no bar to action for subscription to stock. Glenn v. Howard, 65 Md. 4-S5. desisrnated in tlie ccrtifirate of corporation. or for a greater or less amount, as may be decided by the stocliliolders. Change in capital stocl£. 74-78. § 80. Notice of such meeting of stock- holders shall be given in the manner re- quired by section 7(> of this article; and the proceedings thereafter shall be similar to those prestTibed in sections 77 and 78. § 81. Any corporation heretofore formed under the* general laws of this State, or under any special act, for any purpose for which a corporation may be formed under this article, may cause itself to be incorpo- rated imder this article; Provided. The di- rectors, managers or trustees thereof give notice to the stockholders thereof, required by section 7() of this article, containing the particulai-s therein set forth in the manner therein provided; And provided. That at the meeting called in pursuance of such notice, or at any adjourned meeting, there be pres- ent, stockholders representing, in person or by proxy, not less than two-thirds of all the shares of the stocli of the said coritoration. and the meeting be organized in the manner prescribed in section 77 of this article. Mode of Incorporation. §§ 42 et seq. Manu- facturing corporation may change or extend its business. § 143. Corporations may consolidate. §§ 39, 39a. § 82. The notice for the assembling of a meeting of the stockholders of any corpora- tion, formed under the general laws of this State, or under any special act, for any pur- pose for which a corporation may be formed under this article. Avhich is required to be given by section 81 of this article, in case where it is proposed that such corporation shall be incorporated imder this article, shall be deemed and taken to liave been and to be a conmrate act. and a sufficient com- pliance with all the requirements of said section 81, relating to said notice, in all cases where the said notice has been or may be signed bj' the persons avIio were or may be directors, managers or trustees of such corporation at the time of signing such notice, or by a majority of them; I'rovided, Tlie said notice contained or shall contain the particulars directed by section 81 to be specified in said notice, and shall have been or shall be published and communicated to the stockholders of the said corporation in the manner directed by the said section 81. § SS. If at such meeting or any adjourned meeting of said stockholders, a sufficient number of votes as aforesaid shall be given in favor of causing said corporation to l)e incorporated under tliis article, th(>n the said meeting or any adjourned meeting, repre- senting, a.s aforesaid, two-thirds of all tlie shares of the said stock, shall determine the number of shares into which the capital stock of the new company shall be divided, and the rule of the apportionment thereof, and the persons Avho shall be entitled to hold the same, and al.so the name by which said new corporation sliall l>*^ known; and a cer- tificate shall be made out and signed by the president of said meeting, sliowing the com- pliance by said corporation, and by the said meeting of stockholders, with the require- ni.ents of this article in that behalf; and the said certificate shall also show the proposed name of the new corporation, which shall always include the name of the county or city in which it may be formed, the former name of said corporation, the objects or purposes for which tlie new corporation is sought, the terms of its existence not to exceed forty years, and the articles, condi- tions and provisions under which the incor- poi-ation is formed, the place or phices of Inisiuess where the operations of the cor- porations are to be carried on. and the place in this State in which the principal office of tlie corporation Avill be locateil, the amount of the capital stock -of the corporation, the number of sliares, and the amount of each sliare. and the number of trustees, directors or managers who shall manage the concerns of the corporation for the first year. § 84. The said certificate shall be signed and sworn or affirmed to by the chairman of the said meeting, and shall be also signed by the president of the said corporation, and attested by its seal, and shall be thereupon submitted to judicial inspection, as required l>y section 4:^ of this article, and sliall be certified and recorded as required by sec- tion 44 of this article; and thereupon the said corporation shall be a body corporate, in fact and in law, under the name set fortli in the said certificate, and shall be subject to all the provisions and entitled to all the powers and privileges conferred by this ar- ticle, so far as the same are applicable to the said corporation; and tlie former diarter of said corporation shall be deemed to be thereupon surrendered, and all the property and assets belonging to the said former cor- poration, of whatsoever nature and descrip- tion, and all the debts and liabilities of the said former corporation, of whatsoever na- ture and description, shall, iipon such record- ing as aforesaid, be devolved upon the said new corporation, which shall, for this pur- pose, be regarded as substituted by oi>ei'a- tion of law, in the room and stead of said former con^oration; and all pending pro- ceedings at law or in equity, on behalf of or against said former corporations, may be amended at the instance of either party, so tliat the said new corporation may be sub- stituted as plaintiff or defendant, as the case may require, in lieu and in place of the old con>oration. § S.'>. Every corporation formed under the provisions of this article, shall be subject to any and all provisions and regulations wliich may hereafter, by any change in or amendments of the hnvs of this State, be made applicable to such coii^oration. MAEYLAXD. 23 Foieiaru corporations; manufacturing companies — G. L., Art. xxiii, §§ 109a-109e, 1-43. Foreign Corporations. § 109a. (Enacted April 9. 1898; L. 1898, ch. 270.1 Every corporation incoi-porated by or under the laws of the United States, or of any State or territory of the United States other than the State of Maryland, or of any foreign conntiy, except telephone, banking, insiu'ance and raih'oad companies, electric lig-ht or constrtiction companies, and oil or pipe line companies, now doing business in the State of Maryland, or who shall desire to commenc-e busiuess in this State, shall before transacting business in this State, either through an individual agent or agents or through the agency of any corporation, or- ganized under the laws of this State, or be- fore opening or continuing any office for the transaction of any business in this State, first file in the office of the secretary of State Of ^Maryland, accompanied by a deposit fee of twenty-five dollars, a duly certified copy of the charter, certificate or act of incorpo- ration, under which it claims the powers to transact business as a corporation, together with a sworn statement fi'om the president or other chief executive officer of such cor- poration, under its official seal, setting forth the amount of its capital stock atithorized by law, and the amount actually issued, the amount of its assets and liabilities, the char- acter of the business to be transacted in this State, designating the place or places of its principal office or offices and the name or names of its agent or agents to reside in this State, with the place or places of their residence, upon legal process issued out of any court of this State, may at any time be served in any action, at the suit of the State of Maryland, or of any counly or incorporated city or town of this State, or of any citizen or citizens of this State, or of any corporation organized under the laws of this State. Avhich said charter, certificate or act of incorporation, and sworn state- ment as aforesaid, when received by the sec- retary of State, shall he recorded at length by him in a well bound book to be kept for that piniiose, and a copy or copies thereof under the hand and seal of the secretary of State shall be receivable in evidence in any suit at law or in equity, in any of the courts of this State by or against such for- eign coiT>orations. for the puniose of proving the existence or act of incorporation of such foreign coipo ration as fidly as its charter duly certified would do, and also all other facts set forth therein. S 109b. (Enacted April 9. 1898; L. 1898. ch. 270.) At the time of receiving said certifieenalty; I Provided, That agents or officers of foreign corporations doing business in this State at the date of the passage of this act shall not be held liable to the penalties herein pre- scribed until on and after the first daj- of Julv, 1898. § 109d. (Enacted April 9, 1898; L. 1898. ch. 270.) No such foreign corporation shall be permitted to maintain any action, either at law or in equity, in the courts of this State, until the provisions of this act shall have been complied Avith; Provided, That in the case of such corporations doing business in this State at the date of the passage of this act, this section shall not apply until on and after the first day of July, 1898. § 109e. (Enacted April 9, 1898; L. 1898. ch. 270.) T'pou the application of any person in- terested, it shall be the duty of the secretary of State to furnish copies of such charters, certificates or acts of incorporation and sworn statements for which he shall be enti- tled to demand and receive from the person so applying the usual fees for transcribing the sauie. and he shall account quarterly to the comptroller for the deposit fees received by him under the provisions of this act, less the costs and expenses of recording the same. Manufacturing Companies. § 143. Any corporation formed under this article for ' manufacturing purposes, may change or extend its business to any other manufacturing l)usiuess. sul>ject to the pro- visions and liabilities in this article pre- scribed, in reference to such coiT)orations; and whenever any such corporation shall desire to change or enlarge its business, it shall take such steps and proceed_in all re- spects as is in sections 7<». 77. 7S. 70, SO and 81 of this article provided in reference to the increase or diminution or the capital stock 24 MAEYLAIs^D. Abuse, misuse and non-use of powers — G. L., xxiii, §§ 255-260. of corporations; and if the assent of two- thirds of all the holders of shares of stock in the said corporation shall be obtained to the said proposeil change, in the manner set forth in the said sections of this article, then upon the making out and recording, in the manner therein directed, of a cer- tificate showing a compliance with all of the said provisions and preliminaries, and setting forth the business to which the busi- ness of said corporation has been changed or enlarged, then the business which said corporation may carry on thenceforth, shall be that to which it has been thus changed or enlarged; and the company shall be en- titled to all the privileges and provisions and be subject to all liabilities of this ar- ticle. Remedies for Abuse, Misuse and Non-use of Corporate Powers. § 255. -Whenever the attorney-general of the State, or the State's attorney for the city of Baltimore, or for any county in this State, shall be authorized by the governor to in- stitute proceedings against any corporation incorporated under the laws of this State, to ascertain whether such corporation has been guilty of such misuse, abuse or non-use of Its corporate powers and franchises, as by law would authorize and make proper the forfeiture of its charter, corporate powers and franchises, the attorney-general or State's attorney so authorized, shall file in the court hereafter designated, a petition in the name of the State, setting forth fully and in detail the alleged abuse, misuse or non U5e, by reason whereof the said forfeit- ure is sought; and upon the filing of such pe- tition, the court in which it is filed, or any judge thereof, shall lay a rule requiring the said corporation to show cause, within such time as the judge may deem proper, why a decree of forfeiture should not issue as prayed in said petition; a copy of which rule and of the petition shall be served on the said corporation by a day to be therein lim- ited, which shall be served as other process against such corporation is directed to be served. [Proceedings for forfeiture of franchise for non- user or misuser must be instituted for tliat purpose by tlie government granting it. It can- not be attaclied incidentally or collaterally. Canal Co. V. K. 11. Co., 4 G. & J. 1. Such proceedings must be by scire facias or quo warranto. Id. General subject of forfeiture discussed. Id.; see, also, Bank v. Bank, 10 G. & J. 34«; Regents v. Williams, 9 id. 305; Hamilton v. R. R. Co., 1 Md. 553; Road Co. v. State, 19 id. 239; Taggart V. R. R. Co., -^-i id. 563; Coal €o. v. C. & I. Co., 37 id. 537; Lord v. Building Assn., id. 320; Booth v. Campbell, id. 522; I'owder Co. v. Sinsheimer, 4G id. 315; State v. Coal Co., id. 5; Dramatic Club V. State, 74 id. 297; «. c, 22 Atl. Rep. 08. Change of venue not allowed in proceedings under this section. Id. So long as charter exists, property of company cannot be taken from them upon the allegation that it was acquired by an almse of their chartered privileges. Hamilton v. K. K. Co., supra. Rights of minoritv stockholders. Mottu v. Prim- rose, 23 Md. 482; Davis v. Gemmell, 73 id. 530; s. c, 21 Atl. Rep. 712. Will be protected l)y court of equity, when. Davis v. Power & Light Co., 77 Md. .35; s. c, 25 Atl. Rep. 9S2; Shaw v. Davis, 78 Md. 308; s. c, 28 Atl Rep. 619.] § 256. The said corporation, by the day named in said order, imless further time be granted by the court, shall file an an- swer to such petition, fully setting forth all the defenses upon which it intends to rely on resisting such application, which shall be verified by the affirmation or affida- vit of some officer of the said corporation. § 257. The petitioners may thereupon plead to or traverse all or any of the material averments set forth in the said answer, and the said defendant shall take issue or demur to said plea, or traverse within five days thereafter. § 258. If issue or issues be joined on such proceedings, the same shall stand for trial at such time as the court shall direct; and the said issue or issues shall be tried by a jury if either party desire it; otherwise they shall be heard and determined by the court. If, from the findings of the jury or upon consideration and determination of the case by the court, the court shall be of opin- ion that legal cause of forfeiture has been shown, and the public interests require that the said forfeiture should be declared, a de- cree of forfeiture shall be entered; and tne charter of said corporation shall thereby be annulled and vacated, and all its corporate franchises and powers shall cease, and lience- forth be void; and the court shall thereupon appoint a receiver or receivers of the estate and assets of said coi-poration, in the same manner and with like powers, as provided in sections 268 and 269 of this article, in reference to dissolution of corporations on bill filed therefor on their own motion. § 259. If any corporation, upon whom the aforesaid petition and rule to show cause have been served, shall neglect to file an answer to the petition at the time appointed by the said court, the court shall thereupon proceed to hear the said application ex parte, within five days thereafter; and if it shall be of opinion that good cause of forfeiture is shown, it shall proceed forthwith to decree the same as is provided in the preceding section. § 260. If the court, either upon a hearing ex parte, as provided in section 259, or upon a hearing after answer, as provided in sec- tions 257 and 258, shall be of opinion that no cause of forfeiture has been sliown, or that the public interests do not demand that such forfeiture should be decreed, even tliough legal cause therefor has been shown, it shall dismiss the petition and award costs in favor of the corporation proceede^^l against, in its discretion; and if the court shall de- termine that legal cause of forfeiture has been shown, it may, in its discretion, before passing a final decree of forfeiture, pass orders requiring the said corporation, within 1 MAEYLAND. 25 Abuse, etc., of powers; dissolution — G. L., Art. xxiii, §§ 261-264. a time to be therein fixed, to remedy the grievance complained of, and may suspend the passage of the final decree of forfeiture until the time so fixed, and may afterwards refuse to pass such decree, if the grievance shall have been remedied by the time so fixed. § 201. The petition for forfeiture, herein- before mentioned, shall be filed in the cir- cuit court for the county in w^hich the cer- tificate of incoiiDoration of said corporation was filed, if said corporation shall have been incorporated under the laws requii-ing the filing of such certificate, or under this ar- ticle; and in the case of all other coriwra- tions such petition shall be filed in the county in which either the principal office of said corporation was last located, or in which the principal business of said corporation was last carried on; but if the corporation to be proceeded against has filed the certifi- cate of incorporation in Baltimore city, or if not Incorporated under the laws requiring such certificate to be filed, the said corpora- tion had its principal office last in said city, or had there last earned on its principal business, then and in such cases the said pe- tition shall be filed in the superior court of Baltimore city. § 262. From any judgment or determina- tion of the court had on petitions filed for forfeiture under this article, either party may appeal to the court of appeals, subject to such I'egulations and provisions relating to the taking and prosecution of said ap- peals as shall be prescribed by the said court of appeals. § 263. The governor of this State shall have power, upon application in writing made to him by any citizen thereof, in the exercise of his own discretion, to direct the attorney-general, or State's attorney for any county in this State, or for the city of Balti- more, to file a bill in the circuit court of Baltimore city, or in the circuit court for any county, in the name of the State, against any corporation incorporated under the laws of this State, for the purpose of restraining, by injunction, any such corporation from as- suming or exercising any franchise, liberty or privilege, or transacting any business not allowed by the charter, certificate or amended certificate of incorporation of said corporation, or not by law allowed to be assumed or exercised by said corix)ration; and in the same manner, and by like au- thority, a bill may be filed to restrain any in- dividuals from exercising any coiiDorate rights, privileges or franchises not gi'anted to them by any law of this State; and such bill, when filed against a corporation, shall be filed in the circuit court of Baltimore city, if the principal office or place of busi- ness operations of said corporation shall be located therein, or in the circuit court for the county in which the principal office or place of the business operations of said cor- poration shall be located; and if the said bill is filed against any individuals, it shall be filed in the city or county in which some one of the individuals sought to be restrained may reside; and upon the filing of any such bill, the court in which it shall be filed shall have power to issue the injunction either before or after hearing, and under and on such terms as it may prescribe, and gen- erally shall have and exercise all the powers of a court of equity over the subject-matter of said bill; and all provisions of the laws of this State, relating to the granting, con- tinuing or dissolving of injunctions in other cases, and providing for appeals to the court of appeals, which may be applicable, shall apply to proceedings under this section. Dissolution of Corporations. § 264. (As amended April 6, 1S94.) When- ever any coi-poration in this State shall have been determined by legal proceedings to be insolvent, or shall be proven to be insolvent by proof offered under any bill filed under the provisions of this section, it shall be deemed to have surrendered its corporate rights, privileges and franchises, and may be adjudged to be dissolved after the hearing, according to the practice of courts of equity in this State, upon a bill filed for that pur- pose in the circuit court of Baltimore city or in the circuit court No. 2 of Baltimore city, if the principal office of the corporation is located therein, or in the circuit court of any county, if the principal office or place of business of said corporation be therein located, or if the certificate of its incorpora- tion be recorded therein; and such bill may be filed by any stockholder, shareholder or creditor of said corporation, or by the attor- ney-general of the State of Maryland, or by the State's attorney of the city or county in which the principal office of said coi"po- ration is located. But this section shall not apply to any railroad company chartered by this State. Proceedings for forfeiture. 255-263. [A corporation, by the very nature of Its exist- ence, is subject to dissolution by a surrender of its franchises, and by a forfeiture of them for mis- user or non-user. Turnpike Co. v. State, 19 Md. 239 Prior to Act of 1888 (Code, art. XLVII, § 15), corporation not subject to insolvent laws. Mach. Co. V. Speed, 72 Md. 22; s. c, 18 Atl. Rep. 863. See Frank v. Morrison, 58 Md. 423. Above section, as amended, construed. Bartoa V. Fraternal Alliance, 36 Atl. Rep. 658. Averment in answer to a bill dissolving a cor- poration on the ground of insolvency, held not an admission of insolvency. Id. In a suit dissolving an alleged insolvent corpora- tion, heard on a bill and answer, a denial of insolvency will not avail if the admissions of the answer show insolvency. Id. In the absence of statute, equity cannot dissolve a corporation. Id. Evidence held to show no cause for extending time for presenting claim against an insolvent corporation, though petitioners were non-residents. Abraham v. Trust & Deposit Co., 37 Atl. Rep. 646.] 26 :\rAEYLAXD. Dissolution — G. L., Art. xxiii, §§ 264a-267. § 264a. (Enat-ted April 4, 180(5.) Whenever any corporation niontioned in section 2(>4 of this article other than railroad companies chartered by this State, shall have been de- termined or proven to be insolvent, as in said section 204 stated, all payments, con- veyances and assijinments of the money, property, debts or claims of said corpora- tion and all preferences, howsoever made by it or by any of its officers on its behalf which Avould be void or fraudulent if the same had been made by a natural person who had become an insolvent under article 47 of the Code of Public General Laws, shall, to the like extent and with lilvc remedies, be fraudulent and void when made by such corporation or by any of its otticers on its behalf, and whenever any such coi-poration shall have l)eeu adjudged to be dissolved as provided in the next precediuir section of this article, all of its property and assets of every description shall be distributed to the creditors of said corporation in the same manner that the property and assets of an in- solvent debtor are distrit)uted under the pro- visions of article XLVII of the Code of Pub- lic General Laws, but no discharge shall be granted to the said corporation, and the receiver of such coriioration shall have the same power and authority to maintain suits and proceedings, to set aside preferences and void or fraudulent transfers and payments, conveyances and assignments by said cor- poration or by any of its officers on its be- half in the same manner and to the same extent as the permanent trustee of an insol- vent debtor has under article XLVII of the Code of Public General I^aws. in reference to preferences and void or fraudulent trans- fers, payments, conveyances and assign- ments, when made by a natural person who has become an insolvent debtor, and the date of the filing of the bill against such corpo- ration, upon which it may be dissolved, shall be taken and treated for the purpose of de- termining tlie validity of preferences and for all other purposes as the date of the filing the petition in insolvency by or against a natural person. g 2<>5. Whenever the directors, trustees or managei's of any corporation, or a majority of them, shall, for any reason, deem it bene- ficial for the interests of the stockholders or others interested in said corporation, that the same shall be dissolved, they sliall call a general meeting of the stockholders, share- holders or members of the conwration, at such time and place, and after such notice as the by-laws of said company shall pre- scribe for that purpose; and if at such gen- eral meeting a majority in interest of all the stockholders in any coiT'Oration having a capital stock, or a majority of the share- holders or members in other class of cor- porations, shall, by their votes, declare their wish that said corporation shall be dissolved, a bill for its dissolution shall forthwith be filed, in the name of said corporation and on its behalf, in the circuit court of Balti- more city, if its principal office or place of business be in said city, or in the circuit court for the county in Avhich its principal office or place of business may be situated. rrooeedings for forfeiture. §§ 255-263; see § 274, uote. [Winding up corporation by legislative enact- ment. Banlv V. Boaston, 7 C. & J. 421. Kcfciver may maintain action to recover un- piii- poiiited before the dissolution or afterwards, new suits may be brought and carried on by any such receivers, either in their own names and capacities as such receivers, or in the name of the coriwration for which they shall have been appointed; but no new suit shall be brought in the name of a cor- poration after it shall have been dissolved, or after the expiration of its charter. See § 265, and note. [Action maintained under above section. Hayes V. Brotzman, 46 Md. 519. No necessity to show special authority from the court. Id. Stocliholder estopped from setting up Irregu- larities as defense to suit by receiver, when. Morrison v. Dorsey, 48 Md. 461; Musgrave v. Morrison, 54 id. 161. Statute of Limitations no bar to action by re- ceiver, when. Frank v. Morrison, 55 Md. 899. Actions bv receivers against subscribers and members. Frank v. Morrison, 58 Md. 423.] § 275. No suit commenced in the name of any such receiver shall be abated by his removal or death; but the same may be con- tinued in the name of his successor, or of the corporation, if its charter has not ex- pired or been dissolved, as may be directed by the court in which the suit shall be pending. § 276. The court in which any suit or pro- ceeding against a corporation which shall have been dissolved by the expiration of its charter, or otherwise, shall be pending at the time of such dissolution, shall have power, on the application of either party thereto, to make an order for the continu- ance of such suit or proceeding, and the same may thereafter be continued until final judg- ment or decree shall be had therein, which shall have the like effect upon the rights of the parties as if such corporation had not been dissolved. See Act of 1892, at p. 45. [Expiration of charter during pendency of suit can only be availed of by a plea puis darrein con- tinuance. Agnew V. Bank, 2 H. & G. 479.] Execution against the Stock of Corpora- tions. § 277. Any interest which any defendant In a judgment or decree rendered by a court of law or equity, or in a proceeding by at- tachment on original process, has in the capi- tal, joint stock or debts of a corporation transferable on its books, shall be liable to execution or attachment, and the same pro- ceedings shall be had as in other cases, ex- cept when they are varied by the following sections: Provided, That all executions or attachments levied or laid upon the shares or interests of any defendant in the capital, joint stock or debts of a corporation standing on its books in his name, shall only affect the interest which such defendant had in such capital, joint stock or debts at the time of levying such execution or attachment, and shall not in any way affect the right, title or interest acquired by any bona fide pur- chaser or pledgee for value to or in the capital, joint stock or debts of such corpo- ration standing on its books in the name of such defendant, by a sale or pledge thereof by such defendant by a delivery of the cer- tificate representing such capital, joint stock or debts, with the power of attorney to transfer the same made prior to the levying of such execution or attachment, and that nothing contained in the succeeding sections of this article shall be construed to apply to any such capital, joint stock or debts so sold or pledged, or to prohibit or prevent any such corporation or purchaser or pledgee from transferring the said capital, joint stock or debts represented by such cex'tifi- cate upon the books of the corporation in the same manner and to the same effect as if no such execution or attachment had been levied. Attachment against stock. Art. IX, § 18. § 278. The sheriff or other oflScer, upon being instructed to levy such writ on any such stock or debt, shall deliver to the presi- dent or chief officer, or leave at the place of business of such corporation, a notice in writing, stating that he has seized the stock or debt of the defendant, (naming him,) and the purpose for which he has seized the same, and shall retain a copy of such notice, and return it with the writ. § 279. Upon the service of such notice, the sheriff may require the president, or any other officer of the corporation, to certify to him in writing the number of shares of stock, and the amount of transferable debt on its books, standing in the name of the defend- ant at the time of said notice; and if any president or other officer, so required, shall refuse or neglect for twenty-four hours to deliver such certificate, the sheriff or other officer shall certify the fact to the court to which the writ is returnable, or to any judge thereof; and the said court or judge may order an attachment for contempt against such president or other officer, and may com- pel him to answer upon oath on oral exam- ination as to the number of shares of stock and amount of debt standing on the books of the corporation, in the name of the de- fendant, at the time of service of such no- tice, and may compel the production of the books of said corporation, and also fine the president or other officer for not giving the required certificate. MARYLAND. 29 Execution against stock; police — G. L., Art. xxiii, §§ 280-293. § 2S0. When the sheriff has ascertained the number of shares of stoclc. and amount of such debt standing in the name of the de- fendant, he shall make a schedule of such shares or debt, or so much thereof as will be amply sufficient to secure the sum of money he is required to levy, and costs, and shall give notice to the corporation that the stock or debt not included in this schedule is i-eleased. § 2S1. If the levy be made under a fieri facias, the sheriff shall advertise and sell the stock or debt as if the same were real estate. § 282. If any corporation or its officers, after service of notice of seizure as aforesaid, shall transfer or permit to be transferi'ed, any shares of stock or any debt standing at the time of service in the name of the defendant, unless the same is released, as provided in the succeeding section, such cor- poration shall pay to the plaintiff in the writ imder which such notice was given, the full market value of the stock or debt so transferred, to be recovered by suit. § 2S.3. If the proceedings under such writ be ended by countermand, payment or any other cause before a sale, the stock seized thereunder shall be released, and the sheriff shall give notice thereof in writing to the corporation. § 284. If the sheriff shall make sale of any shares of stock or transferable debt, whether he continues in office or not, or whether he has returned the writ under which the sale was made or not, he shall transfer the said stock or debt so sold on the books of the corporation to the purchaser; or if the sheriff making such sale shall die or remove from the county without making such transfer, the court to which the writ was returnable may appoint a person to make the same. § 285. If any coi^poratiou, or any of its officers, shaU refuse to permit any transfer authorized to be made by the preceding section, the coui't to which the writ, by virtue of which such stoclc or debt was sold, Avas returnable, or any judge thereof in va- cation, may punish by process of contempt all persons so refusing to permit such trans- fer, and may also cause the proper book of such corporation to be brought before such court or judge, and the transfer to be made; and the corporation shall be liable for all damages sustained by reason of a refusal to permit such ti'ansfer. § 286. The purchaser may refuse to accept the transfer, of any stock or transferable debt, unless it be made within thirty days after the sale, and may bring an action on the case against the sheriff', officers or cor- poration by whose default the said transfer was delayed or omitted, and may recover the value of the stock or debt at the time the transfer should have been made, or at any time afterwards, before the rendering of the verdict in his said suit. § 287. Any pereon whom the court may appoint to make any transfer, shall be en- titled to the sum of one dollar, to be paid by the purchaser, and recovered by him from the person who ought to have made the transfer. Police. § 288. Corporations owning or using any railroad, steamboat, canal, furnace, colliery or rolling-mill in this State, may jointly or severally apply to the governor'to commis- sion such persons as the said corporation or corporations may designate, to act as police- men for the protection of the property of said corporation or corporatiftns, and for the preservation of peace and good order on their respective premises, railroad trains or steam- boats. § 289. The governor, upon such applica- tion, may, if he thinks it proper so to do, appoint such persons, or so many of them as he may deem proper, to be such police- men; and shall issue to each person so ap- pointed a commission, and shall transmit such commission to such clerk's office in the State as may, by such corpora iiou or corporations, be designated, and he may re- voke and annul any such appointuieiiis at his pleasure. § 290. Every policeman so appointed shall, before entering upon the duties of his office, take and subscribe before a justice of the peace of the county or city in which his commission may be received, the oath or alhrmation prescribed by the fourth section of the first article of the Constitution, which oath or affirmation shall be recorded in the clerk's office of such countj' or city; and every such policeman so appointed, after the recording of the oath or affirmation to be by him taken as aforesaid, shall possess and exercise, in the counties and cities in which the railroads, canals, collieries, furnaces, rolling-mills and premises of the corporation for which he may have been appointed are respectively situated, all the authority and powers held and exercised by constables at common law and under the statutes of this State, and also all the authority and powers conferred by law on policemen in the city of Baltimore. § 291. Every such policeman shall, when on duty, except when on detective duty, wear a metallic shield, witli the word " po- lice " inscribed thereon, and said shield shall always be worn in plain view, except when he is employed as a detective. § 292. The compensation of every such po- liceman shall be paid by the party or par- ties upon whose recommendation he was ap- pointed, and neitlier the State nor any county therein shall be responsible for any part of such compensation. § 293. Whenever the services of any police- man so appointed as aforesaid shall no longer be required, a notice in writing to that etl'ect shall be given by the corporation or cor- 30 :m^vrylaxd. Preferred stock: service of process — G. L., Art. xxiii, §§ 294— 21M). poratioiis at whose instance be was ap- pointed, and such notice sliall be filed in tbe cleric's olfice where the commission and oath or affirmation of sncb policeman shall have been recorded. Avhich notice shall be noted by such clerk upon the margin of the record where such commission and oath or affirma- tion are recorded, and thereupon the power of such policeman sliall cease and be deter- mined. Preferred Stock. § 294. Every corporation incorporated un- der the laws of this Statc\ which has the power to issue bonds as evidences of in- debtedness, and to secure the same by mort- gage of the property of such conioration. or which has the power to obtain such money upon mortgage, may, whenever in the judg- ment of said corporation it is expedient to do so, in place of issuing audi bonds and securing the same by a mortgage of the property of the said corporation, or instead of obtaining money upon mortgage, issue a preferred stock for any amount for which the said corporation may be authorized to issue Its bonds, or for any amount which the said corporation may be authorized to obtain upon mortgage of its property, and may dispose of the said stock by sale, on such terms as it may pi'escribe, or by per- mitting the same to be subscriljed for, as In the judgment of said corporation may be deemed expedient; and eveiy corporation creating such preferred stock as aforesaid, may execute an agi-eement under seal, to be acknowledged as conveyances of land are re- quired to be acknowledged, and recorded in the office of the clerk of the circuit court for the county where the principal office of such corjjoration shall be situated, or in the office of the clerk of the superior court of Baltimore city, in case such office shall be Bituated in said city, guaranteeing to the purchasers of, or subscribers to, such pre- ferred stock, a perpetual dividend of six per centum per annum out of the profits of the said corporation, payable yearly or half yearly, as said corporation shall determine, before any dividend Is distributed to any of the stockholders of the said corporation, other than the holders of said preferred stock so created; and the holders thereof shall have all the Incidents, rights, privileges and immunities, and liabilities to which the capital stock of said corporation, or the holders thereof, may be entitled or subject; Provided, however, That no corporation shall exercise any power imder this section, unless the cremation of such preferrc^d stock shall be authorized by a general meeting of the stockholders of such coi-poration; and the said prefen-ed stock shall be and con- stitute a lien on the franchises and property af such corporation, and have priority over any subsequently created mortgage, or other incumbrance. Process. § 29."). Any corporation not chartered by the laws of this State, which shall transact business therein, shall be deemed to hold and exercise franchises within this State, and shall be liable to suit in any of the courts of this State, on any dealings or transactions therein. See § 297, note. Taxation upon revenues of foreign corporation. Const., art. Ill, § 58; Act of ISOO, at pp. 41-4.3. Foreign corporations. See §§ 109a-109e. [Corporations created by act of Congress can he located within liniit of a State. State v. Buchanan, 5 H. & J. 362. Domicile of corporation; jurisdiction of United States courts. Express Co. v. Trego, 35 Md. 47. Li;il)ility of a foreign insurance company to be sued in this State bj' a non-resident. Ins. Co. v. Gillett, 54 Md. 212. New York corporation doing business in Mary- land, how summoned. Wagner v. Shank, 59 Md. 313. Controversy between bona flde stockholders and those claiming to be stockholders must be de- termined by the courts of the State by which the corporation" was created. And corporation must be made a party. \Vilkins v. Thorne, 00 Md. 253. Courts of Maryland will not interfere with In- ternal management of a foreign corporation. Con- troversies must be settled in State creating it. Mining Co. v. Field, 64 Md. 151; s. c, 20 Atl. Rep. 10.39. Under above section, a foreign corporation hav- ing no place of business in the State, and having had no dealings therein, except the purchase of property at a sheriff's sale, could not be served witli a writ of replevin for such property by ser- vice on its agent, temporarily within the State. Crook V. Girard Co., 39 Atl. Rep. 94.] § 296. (As re-enacted April 7, 1892.) Pro- cess issued by any court or justice of the peace of this State against any corporation incoi-porated under its laws may be served on any president, director, manager, ticket agent or person selling tickets for passen- gers of any railroad company or other offi- cer of such corporation, and if neither the president nor any of the directors, managers, ticket agents or other officers of such cor- poration reside in this State such process may be served anywhere within this State on any agent, attorney or other person in the service of such coi-poration. Provided That in every case the officer serving the process shall leave a copy of such process with the person upon Avhom the same is " served." And Avhcnever any trust or guar- antee company which shall be authorized and empowered under the laws of this State to insure the fidelity of persons holding places of trust or responsibility in, to or under any State, county, city corporation, company, person or persons whatsoever; or to become security for the faithful per- formance of any trust, office, duty, contract or agreement, and to supercede any judg- ments, or to go upon any appeal or other bond, then any such trust or gnai'antee com- pany shall be liable to be sued in any of the counties of this State or in the city of MAEYLAND. 31 Suits against corporations — G. L., Art. xxiii, §§ 297-300. Baltimore wherever any such bond shall be given or liability incurred by such trust or gunrantee company, and process shall be served upon any such trust or guarantee company, as is hereinbefore provided for by this section, and such process shall be issued to the sheriff of any county or the city of Baltimore, and shall be made re- turnable to the clerk of the court of the county or city of Baltimore from which same issued, and with the exceptions herein provided for as to trust and guarantee com- panies, all suits which shall hereafter be brought against any corporation which has been or may be incorporated under the general incorporation laws of this State shall be brought in the counties or city of Baltimore, as the case may be, in which the certificate of incorporation is required to be and has been recorded. Corporation may be sued. § 51. Execution against stock. §§ 277-287. Proceedings for for- feitures. §§ 255-263. For dissolution. §§ 264-276. [Sheriff's return should show affirmatively upon what person or persons the writ was served, so that the court can determine whether the service was upon the company. R. R. Co. v. Rider, 45 Md. 24. The attorney of the company not an otlicer within meaning of this section and service upon him not sufficient. Id. Authority of attornej" to waive service and enter appearance. Id. Turnpike company may be sued, where. Bait., etc., Road v. Crowther, 63 Md. 572; s. c, 1 Atl. Rep. 279.] § 297. Suits may be brought in any court of this State, or before a justice of the peace, against any corjKtration not incor- porated under its laws, but deemed to hold and exercise franchises herein, or against any joint-stock company or association doing business in this State by a resident of this State, for any cause of action; and by a plaintiff not a resident of this State, when the cause of action has arisen, or the sub- j ject of the action shall be situated in this State; and process in such suits may be [ served as provided in the preceding sec- tion, and also upon any agent of such cor- poration or joint-stock company or associa- tion; and in case of service of process on an agent, notice of such process shall be left at the principal ofBce of said corpora- tion, joint-stock company or association, if there be such ofRce in this State; Provided, Nothing in this article shall prevent or affect the issue of attachments against corpora- tions as now or hereafter allowed by law. See §§ 295, 296, note. Foreign corporations. See §§ 109a-109e. [Foreign corporation may sue In courts of Mary- land. Blnney's case, 2 Bl. 99; McKlm v. Odom, 3 id. 407. Construction of section 279. Myer v. Ins. Co., 40 Md. 595; Cromwell v. Ins. Co., 49 id. 366; Ins. Co. v. Bachus, 51 Id. 28; Wagner v. Shank, 59 id. 322. Courts of Maryland will not interfere In con- troversies relating only to the Internal manage- 44 ment of foreign corporation. Such controversies must be settled by the courts of the State creat- ing it. Mining Co. v. Field, 64 Md. 151; s. c, 20 Atl. Rep. 1039. A Kew York corporation being insolvent, its creditor may take any assets found within juris- diction of this State. Day v. Tel. Co., 66 Md. 354; s. c, 7 Atl. Rep. 608.] § 298. If any corporation or joint-stock companies embraced in the preceding sec- tion, after any liabilities shall occur within this State, or after any contract shall have been made by it with any resident of this State, shall cease to have any agent in this State, and no president, director or manager of such corporation, or joint-stock company or association, can be found in this State, then in such case service of any writ or process issuing from the courts of this State, on the person who was the last agent of such corporation or joint-stock company in this State, shall be deemed sufficient service, if a copy of such process be served on the president or manager, or two directors of such corporation or joint-stock company, wherever they may be found, and an affi- davit of such service be made before any person authorized by the laws of this State to take the acknowledgments of deeds. [See R. R. Co. v. Rider. 45 Md. 24.] § 299. If any corporation whatever, upon which process has been served as herein- before prescribed, shall fail to appear dur- ing the term or rule day for the return of process to which such process shall be re- turned, or by the second day of the succeed- ing term or rule daj' for the return of process, judgment by default shall be en- tered against such corporation, and the amount of the claim of the plaintiff shall be ascertained by a jury of inquiry or other- wise, as in other cases of judgment by de- fault. § 300. When a judgment has been re- covered against a corporation, and an exe- cution on such judgment returned nulla bona, the person or body corporate entitled to such judgment may file a bill in equity against all or any persons who may be in any manner indebted to said corporation, either for the stock thereof or on any other account; and if the court shall find such per- son or persons to be indebted to said cor- poration, a decree shall pass directing such person so found to be indebted to bring the money into court, to be distributed ratably among the creditors of such cori^oration, in the same manner that distribution is made on a creditor's bill; and any of the defend- ants to said bill may pray a trial at law of any issue of fact in said case, which issue shall be sent to a court of law for trial; and the plaintiff may require, by said bill or by another bill, the officers of such corporation to discover, under oath, who are indebted to said corporation, and the amount and consideration of such indebtedness; and 32 MARYLAND. Taxation; employment of children — G. L., Art. xxiii, §§ 301-3; xxvii, §§ 139. 140. 148, 149. for the purpose of such discovery, all or any of the officers of said corporation may be made defendants, and any of the parties in said causes shall be entitled to an appeal, as allowed in cases in equity; and the said bill may be filed in the circuit court for any county in which any of the directors of such corporation reside, or in the county in Avhich said corporation last had its prin- cipal otfice or place of business, or in the circuit court of Baltimore city, if any of said directors there reside, or if said cor- poration last had in said city its principal office or place of business. S 301. It shall be sufficient in any suit, pleading or process, either at law or in equity, or before any justice of the peace, by or against any joint-stock company or association, to describe the said joint-stock company or association by the name or title by which it is commonly known, or by or under which its business is trans- acted. [Xame more strictly required in pleadings than In a contract. T. R. Co. v. Creeger, 5 H. & J. 122. Corporation should be described in pleading by the name by which it is commonly known, or under which its business is transacted. Powha- tan Co. V. Potomac Co., 36 Md. 238.] Taxation. § 302. Nothing in this article contained shall be so construed as to bring within any supposed exemption from taxation. State, county or mimicipal, in the charter of any company desiring to take advantage of any of the provisions in this article contained, any property, real, personal or mixed, owned under or by virtue of any of the provisions of this article, or any stock pre- ferred or otherwise, or any bonds or other evidence of debt issued imder or by virtue of any of the provisions of this article. Taxation upon revenues of foreign corporation. Const., art. Ill, § 58. Taxation upon corporations In general. G. L., art. LXXXI, §§ 2-144. Upon certain corporations. See Acts of 1890, at pp. 41-43. [Taxation of real estate of corporation. Return of oflBcer, etc. See Mayor, etc. v. Canton Co., 63 Md. 218. Taxation of stock. Coal Co. v. Comrs., 59 Md. 195.] General Applicability. § 303. All corporations heretofore formed under the general laws of this State, relat- ing to corporations, or under any special law, are hereby declared to be entitled to the benefit of and to be subject to all the regulations in this article contained, for the government of the corporation herein re- ferred to, so far as the same be applicable to said several corporations heretofore formed as aforesaid; and shall also have the benefit and be subject to the processes, remedies or proceedings by this article authorized to l)e taken by or against the corporations herein referred to, so far as the same be applicable to the several coi*pora- tions heretofore formed as afoi'esaid Existing corporations may reincorporate. § 81. [Goodman v. Jedidjah Lodge, 67 Md. 125; s. c, 9 Atl. Rep. 13; 13 id. 627.] ARTICLE XXVII. Crimes and Punishments. See. 139. Hours of labor of children. 140. Longer employment of children; penalty. 148. Manufactiiriug establishments to be kept clean. 149. Penalty for violation of preceding. § 1.39. No child under the age of sixteen years shall be employed in laboring by any person, firm, or corporation, in any cotton, woolen or other manufacturing establish- ment in this State more than ten hours in any one day. § 140. Any such person, firm or corpora- tion who shall employ any child under six- teen years of age, contrary to the provisions of the preceding section, and any superin- tendent, ovei-seer or other agent of any sucli person, firm or corporation, and any parent or guardian of such minor, who per- mits such minor to work or be so employed contrary to the provisions of said section, shall, for each offense, be punished by a fine not exceeding fifty dollars for each and every case, to be recovered on complaint in any court of competent jurisdiction; and all prosecutions for offenses under this sec- tion shall be begun within one year from the commission thereof. § 148. All factories, manufacturing es- tablishments or workshops in this State, shall be kept in a cleanly condition and free from effluvia arising from any drain, privy or other nuisance; and no factory, manufac- turing establishment or workshop shall be so overcrowded while work is carried on therein as to be injurious to the health of tlie persons emploj'ed therein; and every such factory, manufacturing establishment or workshop shall be well and sufficiently lighted and ventilated in such a manner as to I'ender harmless, as far as practicable, all the gases, vapors, dust or other im- purities generated in the course of the manufacturing process or handicraft car- ried on therein, which may be injurious to health. § 149. Any person, firm or corpoi'ation, managing or conducting any factory, manu- facturing establishment or workshop in this State, who shall neglect any of the require- ments of the preceding section, or do or permit to be done in the factory, manufac- turing establishment or workshop conducted or managed by him, her, them or it. any act contrary to the provisions of said section. MARYLAXD. 33 EA-ideuco — G. L., Art, sxxv, § 38a; Pleadings — Art. Ixxv, §§ 23, 108; Tax.— Art. Ixxxi, § 2. shall be guilty of a misdemeanor, and shall, upon conviction thereof in a court of com- petent jurisdiction, be fined one hundred and fifty dollars for each offense so committed. ARTICLE XXXV. Evidence. Sec. oSa. Foreign incorporation, evidence of. § 3Sa. (Enacted April 14, 1898; L. 1898, eh. 478.) The copy of the record or register of any corporation. Avhich the laws of any for- eign country where the same may be incor- porated, require to be recorded or registered, and which has been recorded agreeably to such laws, and which is certified under the hand of the keeper of such record or register and the seal of the court or office in which said record or register is kept, and which is also certified to be in due form and by the proper officer, making reference to the act under which corporations are formed under the laws of such foreign country, shall be good and sufficient evidence in any court of this State to prove such incorporation. (Approved April 14, 1898.) ARTICLE LXXV. Pleadings, Practice and Process at Law. Sec. 23. Forms of pleadings. Sub-sec. 108. Incorporation, when to be taken as admitted. § 23. The forms of pleadings which fol- low shall be sufficient; and the like forms may be used, with such modifications as may be necessary to meet the facts of the case; but nothing herein contained shall render it erroneous or irregular to depart from said forms so long as substance is -expressed. * * * * * * * 108. Whenever the * * * incorpora- tion of any alleged corporation, * * * is alleged in the pleadings in any action or matter at law, the same shall be taken as admitted for the purpose of said action or matter, unless the same shall be denied by the next succeeding pleading of the opposite party or parties. ARTICLE LXXXI. Revenue and Taxes. Sec. 2. "What propertr shall be taxed; pay- ment of taxes by corporation. 4. Shares of stock exempt, -when. 64a. Sale of corporate property for taxes, disposition of proceeds. 84. State tax on capital stock for previous vear to be paid. 85. If 'no capital stock. State tax to be paid on assessment. 87. Taxes on corporate bonds, how to be paid. 88. Taxes on bonds of railroads wholly within this State. Sec. 88a. 88A. 88B. 88C. 88D. 88E. 88F. 8SG. 8SH. 881. 88J. 96. 131. 141. 142. 143. 144. 178. 194. 201. Corporations required to pay bonus on capital stock. reualty for neglect to pay taxes; suit to be brought. Failure of corporation to appear; pro- ceedings. Certificate of comptroller prima facie evidence. Attorney to bring suit selected bv the comptroller. Continued default by corporation; for- feiture of franchise. Bonus required on capital stock. Failure to pay; duty of comptroller. Suit for recovery of bonus, where brought. Continued to pay; forfeiture of fran- chise. Certificate of comptroller prima facie evidence. (Previously existing corporation not re- lieved from any bonus.) Stock, bonds, etc., excluded from as- sessment in the several counties so far as relates to State tax. Situs, for purpose of taxation, of stock of non-residents. Real property of corporations to be re- turned for taxation. Assessment of corporation whose capi- tal is invested in taxable securities. Abatement of plant of manufacturing corporations. Return of State tax commissioner; noti- fication to corporation; appeal. Taxation of shares of stock. Taxation of bonds and other evidence of debt issued by corporations. Same. § 2. (As re-enacted and amended March 30, 189t).) * * * All real properties in this State belonging to any l)auk incorporated under the laws of this State or of any other State or belonging to any national bank lo- cated in this State, or to any company or cor- poration incorporated by or under the laws of this State, or of any other State, or under the laws of the United States, or of any territory, or under the laws of the United States relating to the District of Columbia, or belonging to any joint-stoclc company doing business in this State, is and shall be valued and assessed for the piu-pose of State, county and municipal taxation as the property of such bank, company, corpora- tion or joint-stock company, and such bank, company, corporation or joint-stock com- pany shall pay such respective taxes thereoH. All money belonging to residents of this State, which shall be the proceeds of the sale of stocks, bonds or other property dis- posed of for the purpose of evading and escaping taxation; all shares or interest in any joint-stock company, and all shares of stock in any bank incorporated imder the laws of this State, or any national bank lo- cated in this State, or in any corporation in- corporated under the laws of the State, shall be valued and assessed for the purpose of State, county and municipal taxation, to the owners thereof in the county or city in this State in which said owners may, respect- ively, reside: the taxalile value of such shares shall be ascertained and determined, and the taxes thereon levied and collected as is now or may be hereafter provided by law. 34 ^[ARYLAND. Taxation — G. L., Art. Ixxxi, §§ 4, 64a, 84, 85, 87. All personal jiropeiiiy in which any resident of this State has an equitable interest with the legal title to the same in some other person or corporation who is a non-resident shall be valued and assessed for the pur- poses of State, county and municipal taxa- tion to the equitable owner thereof in the county or city in which he, she or it resides, and such equitable owner or owners shall pay the taxes thereon. All shares of stocli or shares in any bank other than a national bank, or in any company or corporation incorporated by or located in, and doing business in any other State or District of Columbia, or in any territory or foreign country owned by i-esidents of this State, shall be valued and assessed for the purposes of State, county and municipal taxation, to the owners thereof in the county or city in which said owners may, respectively, reside. All bonds made or issued by any State or District of Columbia or territory or by any corporation whatsoever belonging to the residents of this State, all investments in private securities of evex-y kind and de- scription belonging to residents of this State, the real property located in this State, and the personal property owned by any corpora- tion incorporated by this State, not having a capital divided into shares, or having shares of capital stock which are wholly or in part exempted from taxation by this State when such real or personal property so owned by said corporation is not pro- tected from taxation, by the exemption of said shares of stock from taxation, shall be valued and assessed for the purpose of State, county and municipal taxation to the owners thereof, in the county or city in which such owners may respectively reside; * * * Taxation upon revenue of foreign corporations. Const., art. Ill, § 58. Property of corporations not to be exempt from taxation. G. L., art. XXIII, § 302. Taxation upon certain corporations. See Acts of ISiX), at pp. 41-43. Corporation not to be dissolved until taxes paid. Act 1892, at p. 45. [Assessment and Taxation Act of 1841 constitu- tional. State v. irayhew. 2 Gill. 487. Also Taxation Act of 1843. Id. Taxation of both the shares of stock and the property of a bank is double taxation, and un- constitutional. Conirs V. Bank, 48 Md. 117; Gor- don V. Mayor, 5 Gill, 231. But the property of a bank being exempt, the taxation of the stock is constitutional. State v. Mayhew, supra; contra, State v. Wilson, 52 Md. 638. Tax decisions. See O'Xeal v. Bridge Co., 18 Md. 1; Appeal Tax Court v. R. R. Co., 50 id. 276; Same v. Academy, id. 322: Same v. Patterson, id. 354; Same v. Gill, id. 377; Same v. R. R. Co., id. 397; Same v. Ry. Co., id. 417; Bonaparte v. State, 63 id. 472.] § 4. (As amended March 30, 189G.) The pro- visions of this article shall not apply to * * * the personal property of any cor- poration incorporated by this State, and hav- ing capital stock divided into shares, when said shares of said corporation are subject to taxation under the laws of this State, § G4A. (Enacted April 4, 189G.) Whenever a sale of either real or ijersoual property of a I corporation, from which State taxes are due j and payable, shall be made by any sheriff, I constable, trustee, receiver or other minis- terial officer, under judicial process or other- wise, all sums due and in arrears for State ta.xes from the corporation whose property is sold, siiall be first paid and satisfied, after the necessary expenses incident to tlie sale; and the officer or person selling said prop- erty, shall pay the same to the person whose dutj^ it is to collect or receive said taxes, under the laws of this State. § 84. The president or other proper officer of the banks. State and national, and other incorporated institutions and companies, chartered l^y this State, or located and doing business therein, shall annually, on the sec- ond day of January, pay to the treasurer of the State, the State tax imposed upon the shares of capital stock of said banks, insti- tutions or companies for the previous year, whether they or any of them have or have not declared any dividend or earned any profits, and without regard to the place of residence of stockholders. Stock in personal estate. G. L., art. XXIII, § 63. List of stockholders to be kept by secretary. Id., § 72. Bonus to be paid on capital stock. § 88a et seq. ; § 88F et seq., post. See § 2, supra, note. [Tax cannot be recovered back, whether legal or illegal, if voluntarily paid. Morris v. Mavor, 5 Gill, 244. State has no right to violate a contract made with a corporation, exempting its propertv from taxation. The Tax cases, 12 G. & J. 118. The shares of stock of .corporation are liable to be assessed at their cash value, at the time of the assessment. Ins. Co. v. Mayor, 23 Md. 296. The shareholders, and not the corporation, as- an entirety, are the owners of its capital stock. Id. Right of the State to a mandamus to compel payment, by officers of corporation, of assessment on its capital stock. Emery v. State, 41 Md. 38. To whom taxes are pavable. Id.; Barney v. State, 42 Md. 480.] § 85. In all cases where any incorporated institution or company has no capital stock, so called, the property and assets of said company, of whatever nature, shall be as- sessed, and the president or other proper officer thereof shall pay to the treasurer the tax due upon said property and assets, at the time aforesaid, and also to the collector of the county or city, the amount of all taxes due on said property and assets, to said county or city. [State V. Sterling, 20 Md. 502.] § 87. The president or other proper officer of any incorporated institution or company of this State which shall have issued any bonds, certificates or evidences of debt, bear- ^^FAEYLA^S^D. 35 Taxation — G. L.. Art. Ixxxi, §§ 88, 88a, 88A. Ing interest, shall, on or before the first day of July in every year, maJie return to the comptroller, of the aggregate amount of said bonds, certificates or other evidences of debts held by or belonging to the residents of this State, and pay to the treasurer on said day, out of the interest due to the hold- ers thereof, the State tax thereon; and shall also furnish to the county commissioners or appeal tax court of the county or city, an- nually, on or before the first day of March, a list of the holders of said bonds, certifi- cates or evidences of debt, residing in said county or city, when such residence is known, and when the residence of the holder is unknown, to the county commissioners of the county where such corporation is situate, or to the appeal tax court, if situate in Bal- timore city; if any such officer shall fail to perform the duty imposed by this* section, he shall, upon indictment and conviction thereof in the court having criminal jurisdic- tion, be fined not less than five himdred dol- lars, and imprisoned not less than one month, and imtil this fine is paid: all bonds, cer- tificates or evidences of debt issued by any such incorporated institution or company in this State, shall be presumed to be held and to belong to residents of this State; but if the holder of any such bonds, certificates or evidences of debt shall certify upon oath, duly administered according to law, to the said president or other proper officer, that said holder is the bona fide owner of such bonds, certificates or evidences of debt, and that he is a bona fide resident of any other State or county, then such president or other proper officer shall report the fact of such holding by such non-resident or non-resi- dents, and shall deduct from the amount of bonds, certificates or other evidences of debt to be taxed, all such bonds, certificates or evidences of debt so owned by non-residents of this State as aforesaid, and shall not be liable for the taxes on the same. § 88. All bonds and certificates of debt bearing interest, issued by any railroad corporation or other corporation of this State, secured by mortgage of property wholly within this State, shall be sub- ject to assessment and taxation to the owner or owners thereof in the same manner as like bonds or certificates of debt bearing interest and secured by mort- gage of property partly in this State and partly in some other State or States are now subject under the laws of this State; and it shall be the duty of the county commis- sioners of the several counties, and the ap- peal tax court of Baltimore city, to assess all such bonds or certificates of debt to the owner or owners thereof resident in their several counties, or in the city of Baltimore, respectivelv. § 88a. (Enacted April 8, 1890.) Every cor- poration incorporated since January first, eighteen hundred and ninety, under any gen- eral or special law of this State, except cemetery companies, incorporated for relig- ious or purely charitable and benevolent, and railroad companies shall pay to the State treasurer, for the use of this State, a bonus of one-eighth of one per centum Upon the amount of capital stock which said com- pany is authorized to have, in two equal in- stalments, and a like bonus upon any subsequent increase thereof; the first in- stalment shall be due and payable upon the incorporation of said company, or the in- crease of the capital thereof, and the second instalment one year thereafter; and no com- pany as aforesaid shall have or exercise any corporate powers until the first instalment of said bonus has been paid to the State treasurer; whenever the capital stock of any of said companies, or any company of the like character heretofore incorporated shall be increased, a bonus of one-sixth of one per centum upon the amount of said increase, shall be paid to the State treasurer in two equal instalments, the first to be due and payable upon the recording of the certificate of such increase, or upon the passage of any special act authorizing such increase, and the second instalment shall be due and pay- able one year therafter. [Under above section a person sued by a cor- poration not having paid such bonus may .object that it has no capacity to sue. And the bunus cannot be paid so as to acquire the riglit after commencement of the suit. Maryland T. vS: I. Works v. West End Imp. Co., 39 Atl. Rep. 620.] § 88A. (Enacted April 3, 1890.) If any cor- poration of this State from which State taxes shall be due and payable on the as- sessed value of its shares of capital stock, shall fail or neglect to pay the same to the treasurer of the State before the first day of November of the year for which such taxe"s have been assessed and levied; such corpo- ration shall for such failure and neglect forfeit and pay to the State of Maryland an additional amount of five per centum as penalty or damages, to be added to the said State taxes so due and unpaid, and it shall be the duty of the comptroller to add the said penalty or damages to the said account, and forthwith to make out said account and certify the same under the seal of his office, and to cause suit to be l)rought for such State taxes and such penalty or damages in the circuit court for the county in which the principal office of said corporation is located, or in the superior court of Baltimore city, or the court of common pleas of the city of Baltimore, if the principal office of such corporation be located in said city, and the said suit shall stand for trial at the first term after service of the writ shall have been made on such corporations; and ser- vice of the writ aforesaid on any officer of such corporation shall be deemed and taken as sufficient service on such corporation. § 88B. (Enacted April 3, 1890.) If upon the return of the writ issued against such corpo- 36 MARYLAND. Taxation — Art. Ixxxi, §§ 88C-88H. ration, and the said corporation being duly summoned as aforesaid, such corporation shall fail to appear by attorney or agent upon the first call of the doclvot, it shall be the duty of the court to cause the personal appearance of the said corporation to be entered, and the cause shall stand for trial or hearing and judgment sliall be reudered as if said corporation had appeared by at- torney, and if such corporation shall appear by attorney or agent and either party shall desire a trial by jury, it shall be the duty of the court to cause the issues to be framed and a jury to be empaneled for the trial thereof, and if the verdict of the jury shall be for the State, judgment shall be entered without stay for the amount of the State taxes so due as aforesaid, and the five per cent, additional as damages with interest and costs, and a fee of ten dollars shall be allowed the attorney for the State, to be taxed in the plaintiff's costs in said suit, and execution shall be issued on such judgment if the same be not paid into the treasury within twenty days after the rendition thereof. § 880. (Enacted April 3. 1890.) The cer- tificate of the comptroller under seal, of the amount of such State taxes so due as afoi-e- said, and of such penalty or damages, shall be prima facie evidence to entitle the State to judgment for said penalty or damages in every case in which such State taxes shall be so in arrear and unpaid and for which such suit shall be so brought as aforesaid. § 88D. (Enacted April 3, 1890.) The comp- troller of the treasury may select any at- torney in whom he may have confidence, to bring such suit and conduct the same to judgment and execution; but such attorney shall have no power to receive or receipt for the money so due the State, and no acquit- tance shall be good to discharge any such corporation from such taxes, but the receipt of the State treasurer for such amount so due as aforesaid, or the proper ofiicer to whom execution may be issued on such judgment as aforesaid; if any such attorney or person other than the State treasurer or the proper officer to whom execution may issue on such judgment shall or presume in any such case to receive and give receipt for such amount so due the State, such at- torney or other person shall be guilty of a misdemeanor, and shall upon conviction, be fined doidile the amount so received and receipted for, and shall stand committed until such fine and the costs thereon are fully paid. § 88E. (Enacted April 3, 1890.) If after suit brought and judgment rendered as aforesaid, any such corporation shall still continue in arrear and shall fail or neglect to pay its State taxes so due as aforesaid, for the space of two years after the same shall be in arrears, such failure and neglect shall be deemed to amount to and shall con- stitute a forfeiture of the charter of such corporation, and such charter shall be de- creed to be so forfeited and annulled ipso facto. § 88F. (Enacted March 21, 1894.) Every corporation which shall be incorporated after the date of the passage of this act under any general or special law of this State, ex- cept cemetery companies, companies created for purely benevolent and charitable pur- poses, railroad companies and building or homestead associations Incorporated under article twenty-three of the Code of Public General Laws, title " Coi'porations," sub- title " Provisions for the Formation of Cor- porations," section eighteen, class (5), shall pay to the State treasurer for the use of the State a bonus of one-eighth of one per cen- tum upon the amount of capital stock which said company is authorized to have, and a lilie bonus upon the amount of any subse- quent increase of capital stock the com- pany is authorized to have; said bonus upon the original capital stock shall l)e due and payable upon the incorporation of said com- pany, and upon the increase upon the re- cording of the certificate of such increase or the passage of any special act authorizing such increase; and no company as aforesaid which shall be incorporated after the date of the passage of this act shall have or ex- ercise any corporate powers until said bonus has been paid to the State treasurer: when- ever any company of the character afore- said, incorporated prior to the date of the passage of this act, shall be authorized to increase its capital stock, it shall pay a tax of one-eighth of one per centum to the State treasurer for the use of the State upon the amoimt of increase said company is author- ized to have; said bonus shall be due and payable upon the recording of the certificate of increase authorized or upon the passage of any special act authorizing such increase. rUnder a1)ove section, a corporation not paying^ the bonus lias no capacity to sue, though § S8H proviflos that the State may sue the corporation to recover the bonus. Marvhind T. & I. Co.. 3& Atl. Rep. 620.] § 88G. (Enacted March 21, 1894.) If any corporation or company from which said bonus shall be due, shall fail or neglect to pay the same to the treasurer of the State for the space of two months after the same has been due and payable as aforesaid, it shall be the duty of the comptroller to make out said account against said corporation, and certify the same under the seal of his office and transmit the same to some attor- ney in whom he has confidence, and to cause suit to be brought for the recovery of said bonus; but no acquittance shall be good to discharge such corporation from such bonus, but the receipt of the treasurer of the State or the proper officer to whom execution or judgment may issue. § 88H. (Enacted March 21, 1894.) Suit for the recovery of such bonus shall be brought MARYLAND. Taxation — G. L., Art. Ixxxi, §§ 881, 88 J, OG, 131, 141 37 In the county where the incorporation papers of such corporation are recorded or where the principal office of such company is lo- cated, or in the city of Baltimore, if the in- corporation papers of such company are there recorded, or the principal office of such company is there located, and the service of the writ of summons upon any officer or agent of such company, or upon any stock- holder or incorporator in such company, shall be deemed and talien as sufficient ser- vice on such corporation upon the return of the writ issued against such corporation; and such corporation being summoned as afore- said, the cause shall stand for trial or hear- ing according to the laws and the respective rules of courts of this State; and if judgment shall be rendered against such corporation, a fee of ten dollars shall be allowed the at- torney for the State, to be taxed in the plain- tiff's costs. § 881. (Enacted March 21, 1894.) If, after suit brought and judgment rendered as aforesaid, any corporation from which said bonus shall be due as aforesaid, shall con- tinue in arrears and shall fail or neglect to pay said bonus to the State treasurer, for the space of two years after the same shall be so in arrears, such failure and neglect shall be deemed to amount to and shall con- stitute a forfeiture of the charter of such corporation, and said charter shall be de- creed to be so forfeited and annulled ipso facto; and that any and all corporate powers exercised by any such building or home- stead association formed since January first, 1890, and prior to the date of the passage of this act, are hereby given validity and full force. § 88 J. (Enacted March 21, 1894.) The cer- tificate of the comptroller, under the s^al of his office, shall be prima facie evidence of the amount of bonus due as aforesaid, to entitle the State to judgment for said bonus and costs of suit. [§ 2. And be It enacted, That all acts and parts of acts inconsistent -with the provisions of this act (§§ 88F-88J) be and the same are hereby re- pealed; Provided, however. That no corporation incorporated prior to the date of the passage of this act shall in any manner by this act be re- lieved or released from the payment of any bonus now due and owing by it or which shall become due and payable by it prior to the date of the passage of this act. under the provisions of chap- ter five hundred and thirty-six of the acts of the general assembly of Maryland, the year eighteen hundred and ninety (§ 8Sa), excepting, nevertheless, such classes of corporations as will be exempt from the operation of this act, which said classes of corporations heretofore formed shall be exempt from the operation of this act in like manner as such classes of corporations hereafter to be formed.] § 96. * * * The capital stock and bonds, certificates or other evidences of debt, bear- ing interest, issued by incorporated com- panies or institutions of this State, shall be exchided from the assessment in the several counties and citv of Baltimore, so far as relates to the State tax, the payment of said tax thereon being hereinbefore provided for. ,. [^ee State v. Mayhew; Barney v. State, supra; §§ 2 and 81.] Stock owned by Non-Residents. § 131. For the purpose of valuing the stock of banking and other private corporations I held by non-resident stockholders, it is hereby I declared and understood that it is stock of banking, insurance or other corporations I usually termed moneyed institutions, is situ- ate at the place at which the principal office for the transacting the business of such cor- poration is situate; the stock of a turnpike, railroad, steamboat, canal or other improve- ment corporation is situate at the place where its principal office for the transaction of business shall be established, if the said office be within the limits of this State, and shall be so assessed, and if not, then the as- sessable property of such corporation shall be valued and assessed in the county or counties in which said property is situate, and in the city of Baltimore so far as it is situate in said city; and the stock of mining, manufacturing and other like corporations, situate at the place where the works of such corporation, or the greater part of their operations, respectively, shall be conducted, shall be assessed in like manner in the county or city where such works are situate. [Stock owned by non-residents in street car company taxable in Baltimore. Mayor v. R. R. Co., 57 Md. 31. Construction of section. Coal Co. v. Comrs., 59 Md. 18(5. See O'Neal v. Bridge Co., 18 Md. 1.] § 141. (As amended March 30, 1896.) At the time of making the returns of stockholders to the county commissioners and appeal tax court of Baltimore city, as required by law, the president or other proper officer of every bank or other incorpoi-ated institution in- corporated under the laws of this State or doing business therein, and of every joint- stock company doing business in this State, shall furnish to the county commissioners of each county in which such bank or other in- corporated institution or joint-stock com- pany shall own or possess any real property, and to the appeal tax court of Baltimore city, if such bank or other incorporated institu- tion or joint-stock company shall own or possess any real property in said city, a true statement of such real property situated or located in such county or city, and such real property shall be valued and assessed by said county commissioners and appeal tax court, respectively, to the said bank or in- corporated institution or joint-stock company so owning the same, and the said county commissioners and appeal tax court shall give duplicate certificates of such valuation and assessment to such president or other officer, who shall transmit one of such du- plicate certificates with his return to the 38 ]\LVIIYLAND. Taxation — G. L., Art. Ixxxi, § 142. State tax commissioner, and State, county and municipal taxes shall be levied upon and paid by such bank or other incorporated institution or by such joint-stock company on such assessment in the same manner as the same are levied upon and paid by in- dividual owners of real property in such county or city; the respective taxable value of the shares of stock in such banks, corpo- rations and joint-stock companies shall be ascertained by the State tax commissioner in the manner following: He shall deduct the assessed value of such real property belonging to the said respect- ive banks, corporations or joint-stock com- panies from the aggregate value of all shares of such respective banks, corpox'ations or joint-stock companies and divide the re- mainder by the number of shares of the capital stock or share of such respective banks, corporations or joint-stock companies and the quotient shall be the taxable value of each of such respective shares for State purposes, and all State taxes thereon shall be paid as provided now or hereafter by law. and when the valuation and assessment of the shares of the capital stock or shares of such bauks, corporations or joint-stock companies shall have been finally determined or made for State purposes, the State tax commissioner shall certify to the county commissioners of each county where any of the stockholders or shareholders may reside, and to the appeal tax court of Baltimore city if any of said stockholders or share- holders reside in said city, and to the county commissioners of the county in which such bank, corporation or joint-stock company is situated, or to the appeal tax court of Balti- more city if it is situated in said city, the assessed taxable value of such respective shares of stocks, or shares so ascertamed as aforesaid. And the said taxable value of such respective shares of stock or shares in such banks, corporations or joint-stock com- panies owned by residents of this State, and taxable within this State, shall for county and municipal purposes be valued to the owner thereof, in the county or city in this State in which such owner shall respectively reside, and the said taxable value of such of said stock or shares as Is held by non- residents of this State, shall, for county and municipal purposes, be valued to the owners thereof in the county or city in which said bank, corporation or joint-stock company is situated; but all county or municipal taxes assessed upon said respective taxable value of such respective shares of stock or shares shall be collected from such bank, corpora- tion or joint-stock company, and when so paid, shall or may be charged by such bank, corporation or joint-stock company to the account of such stockholders or shareholders, respectively; but it is expressly provided that all railroad companies working their roads by steam power incorporated by or under the laws of this State or any other State, territory. District of Columbia or for- eign country, and doing business in this State, shall, respectively, be subject to the annual State tax upon their respective gross receipts within the State, prescribed by sec- tion 14G* of this article, which shall be paid and collected in a manner provided now or hereafter by law, and the real aud personal taxable property belonging to such respective railroad companies shall be subject to county aud municipal taxation in this State in the respective counties and cities in which such property is located; and where such i-e- spective railroad companies are subject to such gross receipts tax for State purposes their shares of stock and I'eal or personal property shall not be subject to taxation for State purposes, and when such real and per- sonal property of such respective railroad companies is subject to county and municipal taxation their resi^ective shares of stock shall not be subject to county and municipal taxation, but the capital stock and property of all other corporations which are subject to a tax upon their gross receipts, other than railroad companies, shall be valued, assessed and taxed for State, county, and municipal purposes like the capital stock aud property of other corporations under this article. § 142. Any corporation having a capital stock divided into shai'es, and owning as an investment of part of its capital any of the stock debt of this State, upon which the State tax has been deducted by the treasurer, or of the stock debt of the city of Baltimore on which the State taxes have been paid or are payable by said city, or shares in any bank or other corporation of this State upon which the State and county or city taxes are levied and paid, or are payable by such bank or other corporation, may report the same in detail under the oath of the presi- dent, cashier, treasurer or other proper offi- cer, to the State tax commissioner, and the amoimt of such stock debt or debts, or the assessed value of such capital stock so owned, and upon which such taxes are paid or payable as aforesaid, shall be allowed as a credit in the settlement of the taxes on the shares of capital stock of such corpora- tion so owning the same; and any corpora- tion not having capital stock divided into shares, and owning as an investment of part of its assets any of the stock debt of this State upon which the State tax has been de- ducted by the treasurer, or the stock debt of the city of Baltimore on which the State taxes have been paid or are payable by said city, or shares of the capital stock of any bank or other corporation of this State, upon which the State and county or city taxes are levied and paid, or are payable by such bank or other corporation, may report the same in detail, under the oath of its president, cashier, treasurer or other proper officer, to the State tax commissioner; and *Tax upon gross receipts of railroad companies. MARYLAXD. 39 Taxation — G. L., Art. Ixxxi, §§ 143, 144, ITS. the amount of sucli stock debt or debts, or the assessed value of such shares of capital stock so owned, and upon which such taxes have been paid, or are payable as aforesaid, shall be allowed as a credit in the settlement of the taxes on the assets of such corpora- tion so owning the same; but no credit shall be allowed to any such corporations by rea- son of any investment on which the taxes are not paid or payable as aforesaid; nor shall such credits be allowed in any case where the officer making such return for such corporation shall fail to state in such return that said investments are owned by the corporation of which he is such officer, and are not held by such corporation as a security for any loan, or as a collateral se- curity for any payment or other purpose. § 143. The president, or other proper offi- cers of every corporation actually engaged in the business of manufacturing in the city of Baltimore, or in any county where the tools and machinery of manufacturers have been exempted from county taxation, in ad- dition to the retin-n provided to be made by the preceding section, shall furnish to the appeal tax court of Baltimore city, or to the county commissioners of such county, a true statement of the mechanical tools, whether worked by hand or by steam, or other motive power, and of any machinery, manufacturing apparatus, or engines owned by such corporation and actually employed and used in the business of manufacturing in said city or county; and the property so returned shall be valued and assessed by said appeal tax court, or by the county com- missioners; and the said appeal tax court or county commissioners shall give dupli- cate certificates of such valuation to such president, or other officer, who shall trans- mit one of such certificates, with his return, to the State tax commissioner; and the State tax commissioner, in addition to the valua- tion Avhich he is required to make for State taxation, shall make a further valuation of the stock of said corporation, by deducting from the value of each share, as assessed for State taxation, the proportionate amount of the value of tools and machinery, as as- sessed by the said appeal tax court or county commissioners; and the valuation of the shares thus determined shall be that for all shares taxable in the city of Baltimore for city taxes, if the said corporation is located in Baltimore city, or for the county taxes, if the county wherein the corporation is lo- cated has exempted manufactui-ers' tools and machinery from taxation. [Gasometers and pas mains or pipes belongine to a jras companv, not part of the " machinery." Cias Co. Y. Mavor. 62 Md. 5S8. Electrio lijiht com- pany held not "a manufacturing corporation within an " ordinance exempting such industry from municip.ll taxation. Light & Power Co. v. City, 36 Atl. Rep. 646.] § 144. As soon as the State tax commis- sioner shall have valued and assessed the shares in the several banks and other cor- porations in this State, he shall certify and return the said valuation to the comptroller of the treasury, who shall at once proceed to notify the president, cashier or other proper officer of such banks or other cor- porations, of the said valuation and assess- ment of their shares, respectively, by trans- mitting to such president or other officer, an account of the State taxes due from such bank or other corporation under such valua- tion and assessment, by mail, under cover fairly directed to such president or other officer, and shall note in a l3ook the date of placing in the mail the envelope or cover con- taining such account. If no appeal be taken within thirty days from such transmission, the said valuation and assessment shall be final; but any such bank or corporation may, within thirty days after such notification, appeal from such valuation to the comptrol- ler of the treasury and State treasurer, stat- ing in such appeal the reasons and grounds of such appeal; and said comptroller and treasurer shall consider the same, and if the comptroller and treasurer shall both be of the opinion that such valuation and as- sessment so made by the State tax commis- sioner is erroneous, and ought to be changed, they shall change the same accordingly, and the valuation and assessment so agreed upon by the comptroller and treasurer shall be final: but if either the comptroller or treas- urer shall agree with the State tax commis- sioner as to the correctness of the valuation so made by him, then such appeal shall be dismissed, and the original valuation shall be and remain as the true valuation of such shares. § 178. (Enacted March 30, ISm.) * * * All shares of stock in any national bank, corporation, association or company incor- porated imder the laws of this State, and belonging to any non-resident owner, and all other personal property located in this State belonging to any non-resident owner shall be valued and assessed to the owner thereof, in the assessment district in which said bank, corporation, association or com- pany may have its principal i>lace of business in this State, or in which said personal prop- erty may be so located; * * * in valuing the stock or shares of, in any bank, com- pany, association or corporation, the num- ber of shares of such stock- in such bank, company, association or corporation owned by the persons to whom the same are valued shall be stated, together with the respective taxable value of each, as ascertained liy the State tax commissioner. * * * [Taxes levied on the shares of a corporation become a debt not nffccted by the insolvency of the corporation thereafter. R. R. Co. v. Mercan- tile Co., 34 Atl. Rep. 778.] § 194. (Enacted March 30, 1896.) All bonds, certificates of indebtedness or evidences of debt, of wliatsoever form made or issued l\v any public or private corporation, incorpo- 40 MARYLAND. Taxation — G. L., Art. Ixxxi, § 201. rated by or under the laws of this State, or of any other State, territory, district or foreign country, or issued by any State (ex- cept the State of Maryland), territory, dis- trict or foreign country, not exempt from taxation by the laws of this State and owned by residents of Maryland; and all certificates of indebtedness issued by any iudividual or firm, shall be subject to valuation and as- sessment to the owner thereof in the county or city in which such owners may respect- ively reside; and they shall be assessed and valued according to the rate of interest therein stipulated to be paid; that is to say, such of said bonds, certificates of indebted- ness or evidences of debt as bear an in- terest of six per centum, shall be assessed at fifty per centum of their face value; such as bear an interest of five per centum, shall be assessed at forty-one and two-thirds per centum of their face value; such as bear an interest of four and a half per centum, at thirty-seven and one-half per centum of their face value; such as bear an interest of four per centum, at thirty-three and one-third per centum of their face value; such as bear' an interest of three and one-half per centum, at twenty-nine and one-sixth per centum of their face value, and such as bear an in- terest of three per centum, at twenty-five per centum of their face value, and such as bear an interest at a rate not named in this section shall be assessed and valued at a corre- spondingly reduced valuation, if the rate of interest be less than six per centum, and at a correspondingly increased valuation, if the rate of interest be above six per centum, and such upon Avhich no interest shall be actually paid, shall not be valued and assessed at all. All shares of stock or shares in any bank, other than a national bank, or in any com- pany or corporation incorporated by, or lo- cated in, and doing business in any other State, District of Columbia, or in any terri- tory or foreign country owned by residents of this State, shall be valued and assessed, for the purposes of State, county and mu- nicipal taxation to the owner or owners thereof in the county or city in which such owner or owners may respectively reside; and the said shares shall be assessed and valued, provided that such company, corpo- ration or bank was incorporated or located prior to the first day of January, eighteen hundred and ninety-six, according to the annual rate of dividend paid upon such shares of stock during the year preceding such assessment and valuation, that is to say, such of said shares of stoclv as paid a dividend during the said preceding year of six per centum shall be assessed at fiftj- per centum of their face value; such as paid a dividend of five per centum, shall be as- sessed at forty-one and two-thirds per cen- tum of their face value; such as paid a dividend of four and one-half per centum, at thirty-seven and one-half per centum of their face value; such as paid a dividend of four per centum, at thirty-three and one- third per centum of their face value; such as paid a dividend of three and one-half per centum, at twenty-nine and one-sixth per centum of their face value; such as paid a dividend of three per centum at twenty-five per centum of their face value, and such as paid a dividend during the year preceding said assessment, at a rate not named in this section, shall be valued, and assessed at a correspondingly reduced valuation, if the rate of dividend be less than six per centum, and at a correspondingly increased valua- tion, if the rate of dividend is above the six per centum, and upon which no dividend has been actuallj- paid during the year pre- ceding such assessment, shall not be valued and assessed at all. And all assessors and other tax otfieials. whose duty it shall be by law to make or revise assessments or valuations of such se- curities as hereinbefore described, shall make such assessments or valuations in ac- cordance with the provisions of this act, any laAv to the contrary notwithstandiuir. § 201. (Enacted March 30, 1896.) All l^ouds certificates of indebtedness, or evidence of debt, in whatsoever form, made or issued by any public or private corporation, Incor- porated by this State, or any other State or territory, district or foreign country, or is- sued by any State (except the State of Mary- land), territory, district, or foreign country, not exempt from taxation by the laws of this State and owned by residents of Mary- land, shall be subject to valuation and as- sessment to the owner thereof in the comity or city in which such owners may, respect- ively, reside, and they shall be assessed at their actual value in the market; and such upon which no interest shall be actually paid, shall not be valued at all, and upon such valuation the regular rate of taxation for State ptirposes shall be paid, and there shall also be paid on such valuation thirty cents (and no more) on each one hundred dollars for county, city and municipal taxa- tion in such county or city of this State in which the owner may reside. All shares Of stock or shares in any bank, other than a national bank, or in any company or corpo- ration incorporated by or located in or doing business in any other State, or District of Columbia, or in any territory or foreign coimtry, owned by residents of this State, shall be valued and assessed for the purpose of State, coimty and municipal taxation, to the owners thereof, in the county or city in which such owners may reside, and said shares shall be assessed and valued at their actual value in the market, and upon which no dividend shall be actually paid, shall not be valued at all; and upon the valuation so made, the regular rate of taxation for State purposes shall be paid, and there shall also be paid on such valuation, thirty cents land no more), on each one hundred dollars, for county, city and mtinicipal taxation in such county or city of this State in which the owners maj' reside. MAEYLAXD. 41 Hours of labor — G. L., Art. c, §§ 1-3. ARTICLE C. Work, Hours of, in Factories. Sec. 1. More thau ten hours' work per day of employes prohibited. 2. Special arrauj,'ements by contract for longer work, when permitted. 3. Penalty. Section 1. No corporation or manufactur- iuir company engaged in manufacturing eitlier cotton or woolen yarns, fabrics or domestics of any kind, incorporated under the laws of this State, and no officer, agent or servant of such named corporation or manufacturing company, and no person or firm, owning or operating such corporation or manufacturing company within the limits of this State, and no agent or sei-vant of such firm or person, shall require, permit or suffer its, his or their employes in its, his or their service, or under his, its or their control, to work for more than ten hours during each or any day of twenty-four hours, for one full day's work, and shall make no contract or agreement with such em- ployes, or any of them, providing fhat they or he shall work for more than ten hours for one day's work during each or any day of twenty-four hours, and said ten hours shall constitute one full day's work. § 2. Any such named corporation or manufacturing company within the limits of this State shall be allowed, under the provisions of this section, the privilege of working male employes, over the age of twenty-one years, over the limit of ten hours, for the express purpose only of mak- ing repairs and improvements, and getting fires made, steam up and the machinery ready for use In their works, which can- not be done during the limits of the ten hours, the extra compensation for all such work to be settled between such corpora- tion and manufacturing companies and the employes; Provided, that notliing in this article shall be so construed as to prohibit any employer from making a contract with his male employes, over the age of twenty- one years, to work by the hour for such time as may be agreed upon. § 3. If any such cori)oration or manu- facturing company within the limits of this I State, or any officer, agent or servant of j such corporation or manufacturing com- pany in this State, shall do any act in , violation of any of the provisions of this article he or they shall be deemed to have j been guilty of a misdemeanor, and shall, ' on conviction thereof in a court of competent jurisdiction, be fined not less than one hun- dred dollars for each and every offense so committed, together with the cost of such prosecution, one-half of said fine to go to the informer and one-half to the school fund of the county in which said offense shall have been committed. LEGISLATIVE ACTS RELATING TO CORPORATIONS ENACTED SUBSEQUENTLY TO 1888. 1. To provide for State taxation on the revenues of certain domestic corporations. 2. Same; certain foreign corporations. 3. To provide that no corporation shall be dis- solved until all taxes are paid. Act 1. AN ACT to provide for State taxation on the revenues of raUroad telegraph or cable, express or transportation, tele- phone, parlor car, sleeping car. safe de- posit, trust, guaranty, fidelity, oil or pipe line, title insurance, electric light or electric construction companies incorpo- rated under any general or special law of this State and doing business therein. Section 1. Be it enacted by the general assembly of Maryland, That a State tax of one per centum be and is hereby levied annually upon the gross receipts of all railroad companies worked by steam in- corporated by or under the authority of this State and doing business therein; a State tax of one per centum is hereby levied an- nually upon the gross receipts of every telegraph or cable express or transporta- tion company incorporated under any general or special law of this State and doing busi- ness therein; a State tax of two per centum is hereby levied annually upon the gross receipts of all telephone, parlor car. sleep- ing car, safe deposit, trust, guaranty and fidelity companies incorporated under any general or special law of this State aud doing business therein; a State tax of one per centum is hereby levied annually upon the gross receipts of all oil or pipe line companies and all title insurance com- panies incorporated under any general or special law of this State and doing business therein, and one-half of one per centum upon the annual gross receipts of all elec- tric light or electric construction companies incorporated under any general or special law of this State and doing business therein; if any such railroad company has part of its road 'in this State and a part thereof in an- other State or States, such company shall return a statement of its gross receipts over its whole line or road together with a state- ment of the whole length of its line m this State, and such company shall pay to the State at the said rates hereinbefore pre- scribed upon such proportion of fts gross earnings as the length of its line in this State bears to the whole length of its line. 42 MAEYLAJSTD. Taxation on revenues of corporations — Act, April 8, 1890. and similar statements shall be made by each oil or pipe line company and each sleeping car, parlor car, express, trans- portation or cable company, so that the proportion of said gross earnings of said companies respectively accruing from their business within this State may be accurately ascertained, or said ascertainment may be made in any other mode satisfactory to the State tax commissioner; the said gross re- ceipt taxes shall be due and payable at the treasury on or before the first day of July in each year. § 2. And be it enacted, That it shall be the duty of each and every such corporation or company so doing business in this State on or before the fifteenth day of April next, and on or before the fifteenth day of April in each and every year thereafter to make a report under oath of its president, treas- urer or other proper officer, to the State tax commissioner showing its total receipts or revenues accruing from business done in this State for the year ending on the pre- ceding thirty-first day of January, and it shall be the duty of the State tax commis- sioner to file such report in his office, and on or before the first day of June next, and on or before the first day of June in each and every year thereafter, to calculate the State tax due from such corporation or com- pany on its gross receipts or revenue afore- said for such year, and to transmit the amount of such State tax to the comptroller of the treasury, to be collected and received into the State treasury as other State taxes are received into the treasury of this State. § 3. And be it enacted. That if any officer of any such corporation or company re- quired to make a report as aforesaid shall in such report or return make a false state- ment he shall be deemed guilty of perjury, and if any such coiijoration or company so doing business in this State, shall neglect or refuse to malce such report or return to the State tax commissioner within the time specified as aforesaid in any year, it shall be the duty of said tax commissioner to as- certain in any manner he may judge to be most available and certain, and to fix the amount of such gross receipts and revenues of such corporation or company for such year, and to calculate and assess the State tax on the amount of such gross receipts or revenues as so ascertained and fixed, and to transmit the amount of such tax to the comp- troller in the same manner as if such cor- poration or company had made its i-eport or return according to the provisions of this act, and it shall be the duty of such cor- poration or company to pay to the State treasurer the amount of such State tax on or before the first day of July in each and every year. § 4. And be it enacted, That it shall be the duty of the comptroller of the treasui*y to receive such accounts of State taxes so transmitted to him by the State tax com- missioner and forthwith to proceed to notify each such corporation or company of the amount such State tax by transmitting by mail to the president, treasurer or other proper otficer of such corporation or com- pany, an account of such State taxes, en- closed in an envelope or cover, having thereon a proper j)ostage stamp, and carefully directed to such president, treasurer or other officer, and shall note in a book kept for that purpose the date of placing in the mail the envelope or cover containing such account; if no appeal be taken within thirty days from the date of such notification the said ascertainment and assessment sliall be final, but any such corporation or company may within thirty days after such notifica- tion appeal from such ascertainment and assessment to the comptroller of the treas- ury and State treasurer, stating in such appeal the reasons and grounds for such appeal, and the said comptroller and treas- urer shall as soon as possible consider the same, and if the comptroller and treasurer shall both be of opinion that such ascer- tainment and assessment of the State tax commissioner is erroneous and ought to be changed, they shall change the same ac- cordingly and the ascertainment and assess- ment so agreed upon by the comptroller and treasurer shall be final; but if either the comptroller or treasurer shall agree with the tax commissioner as to the correctness of the ascertainment and assessment so made by him then the appeal shall be dis- missed and the original ascertainment and assessment shall be and remain as the true ascertainment and assessment for such year. § 5. And be it enacted. That the State tax commissioner be and he is hereby au- thorized and empowered to examine under oath, to be by him administered, any officer or agent of any svich corporation or com- pany touching the business in this State of such corporation or company, and the re- ceipts and revenues accruing therefrom, and any such officer or agent refusing to be sworn, or refusing to testify his or her knowledge touching the said subject-matter, shall forfeit and pay to the State of Mary- land, the Slim of five hundred dollars for each such refusal, to be recovered by action at law, in the name of the State, against such officer or agent in any cotu't of this State having jurisdiction; the said State tax commissioner may also examine under oath any other person whom he may be advised or may believe has knowledge and information in the premises, and any such person refusing to be sworn or refusing to testify his or her knowledge in the premises, shall forfeit and pay to the State of Mary- land, the sum of five dollars for each such refusal, to be recovered by action at law, in the name of the State, against IklARYLAND. 43 Taxation on revenues of corporations — Act, April 8, 1890. such persons so refusing, before a justice of the peace having jurisdiction; and it shall be the duty of the State's attorney of the county or city where such refusal has oc- curred on the information of tlie State tax commissioner, to bring suit for the recovery of such forfeitures as often as they may have occurred. § 6. And be it enacted, That if any such corporation or company from whom such taxes shall be due and payable on its gross receipts or revenues as aforesaid, shall fail or neglect to pay the same to the ti-eas- urer of the State for the space of one month after the same shall be due and payable as aforesaid, such corporation or company snail for such failure or neglect forfeit and pay to the State of Maryland an additional amount of five per centum as penalty or damages, to be added to the said taxes so due and unpaid, and it shall be the duty of the comptroller to add the same to the said account, and forthwith to make out said account and certify the same under the seal of his office, and to cause suit to be brought for said taxes in the circuit court for the county where the principal office of such corporation or company is located, or in the superior court of the city of Baltimore, the court of common pleas or the Baltimore city court, if such principal office be located in the said city, and the said suit shall stand for trial at the first term after the service of the writ shall have been made on such corporation or company, and service of the writ aforesaid on any officer, agent or employe of said corporation or company, shall be deemed and taken as sufficient ser- vice on such company. § 7. And be it enacted, That if upon the return of the writ issued against such cor- poration or company, and the said corpora- tion or company being duly summoned as aforesaid, such corporation or company shall fail to appear by attorney or agent upon the first of the docket, it shall be the duty of the court to cause the personal appearance of said corporation or company ,to be entered, and the cause shall stand for trial or hearing and shall proceed and judg- ment shall be rendered as if such corpora- tion or company had appeared by attorney, and if such coi-poration or company shall appear by attorney or agent, and either party shall desire or require a trial by jury. It shall be the duty of the court to cause Issues to be framed, and a jury to be em- paneled for the trial thereof, and if the ver- dict of the jury shall be for the State, judg- ment shall be entered without stay for the amount of taxes so due as aforesaid, and the five per cent, additional as damages with interest and costs, and a fee of fifty dollars shall be allowed the attorney for the State to be taxed in the plaintiff's costs in said suit, and execution shall be issued on such judgment if the same be not paid into the treasury within thirty days after the rendi- tion thereof. § 8. And be it enacted, That the certificate of the comptroller under the seal of his office, of the amount of taxes so due as aforesaid, and of the said penalty or dam- ages shall be prima facie evidence to en- title the State to judgment for said amount of State taxes, and said penalty or damages in any case in which suit may be brought for the recovery of such State taxes as afore- said. § 9. And be it enacted, That this act shall take effect from and after the date of its passage, and all acts or parts of acts in conflict herewith be, and the same are hereby repealed. (Approved April 8, 1890.) [Hekl, that tliis act applios to all corporatlous created after Ajiril 8tli, as well as to those formed since January 1st anil liefore April 8th. Park Co V. State, 80 Md. 4 48; s. c, 31 Atl. Rep. 298.] Act 2. AN ACT to provide for State taxation on the revenues of certain foreign corpora- tions mentioned in this act, accruing from business done in the State of Maryland. Section 1. Be it enacted bj^ the general assembly of Maryland, That every telephone company, electric light or electric construc- tion company, parlor, palace or sleeping car company, oil or pipe line company, guano, phosphate or fertilizer company, in- corporated by or under the laws of the United States, or of any other State or Territory of the United States, or of any foreign country, and wishing to do business in tlie State of Maryland before proceeding to transact any business in this State, either through an individual agent or agents, or through the agency of any corporation organized under the laws of this State, or to open any oflice for the transaction of any business in this State, sliall first file in the office of the State tax commissioner a certi- fied copy of the charter, certificate or act of incorporation, under which it claims the power to transact business as a corporation, and shall also file in the office of the secre- tary of State of Maryland, a certificate of the appointment by such company or cor- poration, of at least two agents to reside in this State, upon whom legal process issued out of any court of this State, may at any time be served in any action, at the suit of the State of Maryland, or of any county or incorporated city or town of this State, or of any citizen or citizens of this State, or of any corporation organized under the laws of this State, which certificate shall state fully the names of the agents to reside in this State and shall be certified by such foreign corporation, under the seal of such foreign corporation and the signa- ture of its president or other proper officer, and shall Ayhen received by the secretary of State be recorded by him in a book to be kept for that purpose, from which record 44 JVIAKYLAiSTD. Taxation of revenues of foreign corporations — Act, April 8, 1890. the said secretary of State shall be able to certify the appointment of such agents at any time; at the time of receiving such certificate the secretary of State shall give to such company a receipt for such cer- tificate, which receipt shall enable such for- eign corporation to commence business in this State. § 2. And be it further enacted, That any person or any oflicor of any such corpora- tion vrho shall presume to act as agent or employe of auj- such foreign corporation, or to open an office for the transaction of the business of any such foreign corpora- tion, by emploj'ing or using the patent rights, plant or property of such foreign corpora- tion in this State in any manner as renter or bailee, or in any other manner under any contract with such foreign corporation be- fore the provisions contained in the first section of this act have been complied with, shall forfeit and pay to the State of Mary- land the sum of one hundred dollars for each and every day he may act as such agent or employe, or may occupy such olBce for the transaction of such business, before such provisions of the first section of this act shall have been complied with by such foreign corporation, and it shall be the duty of the State's attorney of the city or county in which such business is transacted, or is proposed to be transacted, to prosecute and recover such penalty, and it shall be the duty of the State tax commissioner to inform the State's attorney of any violation of this act of which he may be advised, and to require him to proceed to recover the penalty for such violations as prescribed in this act. § 3. And be it further enacted, That each and every such foreign corporation or com- pany shall on or before the fifteenth day of April next, and on or before the fifteenth day of April in each year hereafter, make a report under the oath of its president, treasurer or other proper officer to the State tax commissioner, setting forth and show- ing the total gross receipts in this State of sxich corporation or company for the year ending on the preceding thirty-first day of December, either from business done in this State on its own account or through its individual agent or agents or from royalty on its patent rights, plant or prop- erty employed or hired or rented by any person or persons in this State, or by any corporation organized under the laws of this State, under any contract with such foreign corporation, or from business done in this State by any corporation organized under the laws of this State, and of which such foreign corporation may be a stock- holder, and which may be employing in any manner or under any contract with such foreign corporation, and using the patent rights, plant or property of such foreign corporation for profit in this State. § 4. (Repealed and re-enacted March 30, 1892.) And be it further enacted. That every such telephone company shall pay to the State treasurer a tax of two per centum upon the gross amount of its receipts in this State, each such oil or pipe line company shall pay to the State treasurer a tax of one per centum upon its gross receipts in this State; that each such electric light or electric construction company or corpora- tion shall pay to the treasurer of the State a tax at the rate of one-half of one per centum on the amount of gross receipts or revenues of such corporation in this State; that each parlor, palace or sleeping car com- pany shall pay to the State treasurer a tax at the rate of two per centum upon the gross receipts of such corporation or com- pany in this State; that each such guano, phosphate or fertilizer company shall pay to the State treasurer a tax at the rate of one-half of one per centum upon the amount of the gross receipts of such company so returned or ascertained as provided for in this act. If any such oil or pipe line com- pany has part of its transportation line in this State, and part thereof in another State or States, such company shall return a state- ment of its gross receipts for transportation of oi) or petroleum over its whole line, together with a statement of the whole length of its line and the length of its line in this State, and such company shall pay to this State at the afore- said rate upon such proportion of its said gross receipts as the length of its line m this State bears to the Avhole length of its line; if any such parlor, palace or sleeping car company uses or permits the use of its ears on any railroad, part of which is in this Stale and part thereof in another State or States such company shall return a state- ment of its gross receipts accruing from such use over the whole line of road or roads on which its cars are so used with a statement of the whole length of such lines together with a statement of the length of such lines in this State, and such company shall ]iay to the State at the said rates hereinb(^foi-o prescribed xiyion such proportion of its gross earnings as the length of the lines so used by it in this State bears to the whole length of the lines so used by it so that the proportion of said gross earn- ings of said companies respectively accru- ing from their business within this State may be accurately ascertained, or said as- certainment may be made in any other mode satisfactory to the State tax commissioner. § 5. And be it further enacted. That upon the receipt of such report by the State tax commissioner of the gross receipts in this State of any such foreign corporation or com- pany, the said State tax commissioner shall cause the same to be filed in his office, and shall on or before the first day of June in each year calculate the amount of gross MARYLAND. 45 Taxation of revenues of foreign corporations — Act, April 8, 1890. receipt tax to be paid by the said foreign corporation or company at tlie rate herein- before mentioned, to the treasurer of the State, and shall send the said amount due to the State to the comptroller of the treas- ury to be received as other State taxes are now received into the treasury of this State. § 6. And be it further enacted, That if any officer of any such company or corpora- tion required by this act to make a return as aforesaid, shall in such return make a false statement, he shall be deemed guilty of perjury; if any such corporation shall neglect or refuse to make such return within the time limited as aforesaid, the State tax commissioner shall ascertain by any means which he may find most practicable and available, the amount of such gross re- ceipts and shall fix the amount of the same for the year, and unless altered upon ap- peal by the State board of appeal as herein- after provided, such amount so fixed by him shall stand as the basis of taxation of such corporation for such year under this act. § 7. And be it further enacted. That the State tax commissioner be and he is hereby authorized and empowered to examine upon oath any officer, agent or employe of any such foreign corporation in this State, or any officer of any corporation of this State which may employ or use in any manner the patent rights, plant or property of any such foreign corporation for profit in this State-, touching the said business and the gross receipts in this State accruing from the same, and any such officer, agent or em- ploye refusing to be sworn, or refusing to testify in the premises, or to give the in- formation asked for by said State tax com- missioner, shall forfeit and pay to the State of Maryland the sum of five hundred dol- lars for every such refusal; the State tax commissioner is also hereby authorized and empowered to examine upon oath any per- son whom he may be advised has informa- tion and knowledge touching such business and the gross receipts accruing from th^ same in this State, and any such person re- fusing to be sworn or refusing to testify in the premises, shall forfeit and pay to the State of Maryland the sum of five dollars for every such refusal. § 8. And be it further enacted, That when the State tax commissioner shall have ascer- tained the amount of the gross receipts of any such foreign corporation doing business in this State, and the amount of State tax on the same, he shall on or before the first day of June in each year cause an account of the same to be filed or placed in the office of the comptroller of the treasury, and the comptroller of the treasury shall proceed at once to notify the president, treasurer or other officer or agent of such foreign corporation doing business in this State, of the amount of State tax due fi-om such corporation, by transmitting to such president, treasurer or other proper officer or agent of such foreign corporation, an account of the State taxes due from such foreign corporation, by mail under cover having thereon a proper postage stamp, and plainly directed to such president, treasurer or other officer or agent of such foreign cor- poration; and shall note in a book the date of placing in the mail the envelope or cover containing such account; if no appeal be taken within tliirty days from such trans- mission, the said assessment shall be finil; but any such corporation may, Avithin thirty days from such notification, apiieal from such assessment to the comptroller of the treasury and State treasurer, stating in such appeal the reasons and grounds of such appeal, and said comptroller and treasurer shall consider the same, and if after full hearing the said comptroller and treasurer shall both be of opinion that such assess- ment and ascertainment so made by said State tax commissioner is erroneous and ought to be changed, they shall change the same accordingly, and the assessment so agreed upon by the comptroller and treas- urer shall be final; but if either the comp- troller or treasurer shall agree Avith the State tax commissioner as to the correct- ness of the assessment and ascertainment so made by him, then such appeal shall be dismissed and the original assessment and ascertainment shall be and remain as the true assessment and ascertainment of such gross receipts and the State tax on the same for said year. § 9. And be it further enacted. That if any such corporation or company shall neglect or refuse to pay to the State treas- urer the tax imposed by this act for the space of sixty days after the amount of such tax has been so finally ascertained and determined and has been so transmitted by mail to its president or other officer as directed in this act, such corporation shall for such offense forfeit and pay to the State of Maryland an additional amount of ten per centum as penalty or damages to be added to the said taxes so due and unpaid, and it shall be the duty of the comptroller to add the same to the said account, and forthwith to make out said account and cei-tify the same under the seal of his office, and to cause suit to be brought for said tax in the circuit court of the county where the principal office of the said corporation in this State is located, or in the superior court for Baltimore city, if such principal office be located in said city, and the said suit shall stand for trial at the first term, after service of the writ shall have been made on said corporation or company, and service of the writ aforesaid on any officer, agent or employe of such corporation, shall be deemed and taken as a sufficient service on such corporation. § 10. And be it further enacted, That if 46 MAKYLAI^D. Taxation «jn reveuues of foreign corporations; dissolution — Acts, Apr. 8, 1890, Apr. 7, 1892. upon the return of the writ issued against such corporation, and such corporation be- ing dulj' summoned as aforesaid, such cor- poration shall fail to appear by attorney or agent upon the call of the docket, it shall be the duty of the court to cause the per- sonal appearance of said corporation to be entered, and the cause shall stand for trial on hearing, and judgment shall be rendered as if the said corporation had appeared by attorney; and if such corporation shall ap- pear by attorney or agent, and either party shall desire a trial by jury, it shall be the duty of the court to cause issues to be framed, and a jurj' to be empaneled for the trial thereof; and if the verdict of the jury shall be for the State, judgment shall be entered without stay, for the amount of tax so due as aforesaid, and ten per cent, additional as damages, with interest and costs, and a fee of fifty dollars shall be allowed the attorney for the State, to be taxed in the plaintiff's costs in said suit, and execution shall be issued on said judg- ment, if the same be not paid into the treas- ury within twenty days after the rendition thereof. § 11. And be it further enacted, That the certificate of the comptroller, under the seal of his office, of the amouut of tax so due and damages as aforesaid, shall be prima facie evidence to entitle the State to judgment for said amount, and said penalty or damages as charged. § 12. And be it further enacted, That this act shall take effect from and after the date of its passage. (Approved April 8, 1890.) See Const., art. Ill, § 58. Act 3. AN ACT providing that no corporation shall be dissolved by decree of any court of this State until all taxes due the State shall be fully paid or adjusted, Section 1. Be it enacted by the general assembly of Maryland, That no corporation, made taxable by any law of this State, shall hereafter be dissolved under the de- cree of any court of this State until all taxes due the State have been fully paid or adjusted and the certificate of the comp- troller of the treasury to this effect filed in the proper court with the proceedings of dissolution. § 2. And be it enacted. That this act shall take effect from the date of its passage. (Approved April 7, 1892.) See G. L., art. XXIII, § 276. INDEX TO MARYLAITD. ACKNOWLEDGMENT: Page, of deeds by corporation 8 ACTIONS: foreign corporations when not to maintain 23 designation of person for service of process 23 for forfeiture of charter or franchise 24, 25 not abated by dissolution 27 service of process upon corporations 30 against guaranty and trust companies 30, 31 foreign corporations 31 judgment by default 31 returned nulla bona 31 against stockholders and directors 31 ADMINISTRATOR: liability of, as stockholder 19 AMENDMENT: of certificate of incorporation 14 ATTACHMENT: corporation when made defendant 7 stock subject to 7, 28 BANKING PRIVILEGES: corporations not to exercise 9 BANKS: charters not to be granted except on certain conditions 5 directors' oath of ownership of stock 10 taxation of 33 BOOKS: containing names of stockholders, etc 20 to be open to inspection 20 BY-LAWS: when used in evidence ^ to provide what ^" number of directors 1" manner of election of directors !• CANAL: county not to aid in building " CAPITAL STOCK: fully paid, of corporations consolidating 1" amount of, certificate to state 13 subscriptions to, paid in property ^ ' books to show property -" payments, how made directors to demand payment J^ liability of stockholders until paid 1^ certificate of full payment ^^ increase or decrease of meetings certificate to be recorded ^1 by manufacturing corporation ^ 45 48 INDEX TO MARYLAND. CAPITAL STOCK — (Continned): Page. boons on, to be paid to state 35, 36 franchise void until paid 35, 36 penalty for failnre to pay 35, 36 CERTIFICATE OF INCORPORATION: contentji and acknowledgment 13 approval of judges 13 certificate to be indorsed 13 to be recorded 13 copy of, as evidence 14 alteration or amendment 14 fees for recording 14 of old corporation, re-incorporated 22 foreign corporation to file 23, 44 CHARTERS: subject to repeal or amendment 6 of foreign corporations, to be filed 23 forfeiture, proceedings for 24, 25 for failure to pay taxes 36 CHILDREN: hours of employment 32 penalty for unlawful employment 32 CONSOLIDATION: of corporations 12 capital stock must be fully paid 12 agreement to be executed 12 certificate to be recorded 12 liabilities and assets devolve 12 CORPORATIONS: to be organized under general laws 5 who may form 10 purposes for which formed 11-12 powers 1 4-16 incorporation of existing 22 COUNTY: credit of, not to be loaned 6 CREDIT: of state not to be loaned 5 of county not to be loaned 6 DEBTS, CORPORATE: liability of stockholders for 18 of executors, administrators, etc 19 of pledgor 19 DEEDS: acknowledgment of, by corporation 8 DIRECTORS: quorum of 9 accounts of transactions 9 open to inspection 9 statement of affairs 9 general meetings, call of 9 removal 9 of banks, oath of ownership of stock 10 number of, certificate to state 13 by-laws may prescribe 16 citizens of United States 16 majority citizens of state 16 election of ^ ' IXDEX TO MARYLA^^D. 49 DIRECTORS — (Continaed): p election of, notice of, publication -.^ to be by ballot " - ^ failure to hold ^ _ vacancies, how filled ^ - certificate of payment of capital stock 29 dividends, liability for unlawful -.q certificate of objection ,g loans to stockholders, liability for -.g subscriptions, demand payment jo voluntary dissolution 2R when trustees for creditors and stockholders 27 DISSOLUTION: of insolvent corporation, bill filed 25 property to be distributed 1 1 ^ 26 receiver, powers of 26 voluntary, stockholders may vote ; 26 bill to be filed 26 contents of bill order to show cause 26 26 answer of stockholders or creditors 26 decree; appointment of receivers 27 receivers trustees for creditors and stockholders 27 stockholders not relieved from liability 27 directors, when trustees on 27 suits not to abate 27 decree, taxes to be paid 45 DIVIDENDS: unlawful, when J9 liability of directors 19 certificate of objection J9 on preferred stock, guaranty 30 ELECTION: of officers, etc., canvass of votes, notice 9, 10 oath of stockholders 10 vote on stock owned by corporation 10 proxies, oath to be taken 10 pledgor, right to vote 10 of directors IC, 17 notice to be published 17 failure to hold 17 to be by ballot 17 number of votes 17 ELECTRIC C031PANIES: taxation of gross receipts 41 EMPLOYES: hours of employment of children 32 in factories 46 EVIDENCE: copies of by-laws 9 of certificate of incorporation 14 charter and statement of foreign corporation 23 records or register of foreign corporation 33 EXECUTION: interest in capital stock subject to 28 not to afifect interest of pledgee 28 50 INDEX TO MARYLAND. EXECUTION— ^Continued): Page. notice of levy on stock 28 stock not to be sold after 29 officer of corporation to furnish statement 28 schedule of stock 29 sheriff may sell shares ; 29 transfer upon sale under 29 EXECUTOR: liability of, as stockholder 19 EXISTENCE, CORPORATE: certificate to state 13 EXPRESS COMPANIES: taxation on gross receipts 41 FACTORIES: to be kept clean 32 penalty for failure to keep clean 32 hours of employment in 46 FEES: for recording articles of incorporation 14 statement of foreign corporation 23 FIDELITY COMPANIES: taxation of gross receipts 41 FOREIGN CORPORATIONS: taxation, laws to regulate 6 defendant in attachment 7 charter to be filed 23 statement to be recorded 23 fees 23 charter and statement as evidence 23 secretary of state to issue certificate to 23 business when not to be transacted 23 actions when not to be maintained 23 may be brought against 31 service of process, when officer or agent cannot be found 31 records or register as evidence 33 stock and bonds, taxation 40 certain, charter, etc., to be recorded 4S certificate issued to 43 gross receipts, taxation 43, 44 FORFEITURE: of franchise or charter, petition for 24 petition, where filed 25 answer by corporation 24 proceedings on trial 24 decree 24 appeals 24 for failure to pay taxes 36 FRANCHISE: forfeiture, petition for 24 petition, where filed 25 answer of corporation 24 proceedings on trial 24 decree 24 appeal 25 for failure to pay taxes 36 injunction to restrain unlawful use 25 INDEX TO MARYLAND. 51 GOVERNOR: P„ge direct proceedings to restrain unlawful exercise of corporate powers , . 25 GUARDIAN: liability of. as stockholder j^g INCORPORATION: of existing corporation, meetings for 22 notice 22 certificate required, contents 22 liabilities and assets devolve 22 INJUNCTION: to restrain unlawful exercise of franchise, etc 25 governor to direct proceedings 25 INSOLVENT CORPORATION: dissolution of 25 payments, conveyances, etc., void 26 receivers, powers of 26 JUDGMENT (See Execution; Actions): against corporations, by default 31 returned nulla bona, actions against stockholders, etc 31, 82 LABORERS. (See Employes.) LAWS: general, for creation of corporations 5 LOANS: to stockholders, liability for 19 MANAGERS. (See Directors.) MANUFACTURING CORPORATIONS: extension of business by 23 increase or decrease of capital stock 23 MEETINGS: general, upon call of stockholders 9 notice to be published 9 removal of directors or president 9 for election of officers, canvass of votes 9, 10 oath of stockholders . . . .* 10 pledgor of stock, right to vote 10 of directors, by-laws to regulate 16 adoption of by-laws J 6 decrease or increase of capital stock 21 to establish value of stock 21 reincorporation under general law 22 voluntary dissolution 26 MONOPOLIES: not permitted "^ MORTGAGE: corporation may 15 NAME OF CORPORATION: certificate to state ^^ reincorporated, certificate to state 22 OFFICERS: election, canvass of votes, notice ^' 1^ oath of stockholders vote on stock owned by corporation 1^ proxies, oath to be taken pledgor, right to vote 52 INDEX TO MARYLAND. OFFICERS — (Continued) : Page- corporation may appoint 16 compensation 16 decisions respecting 16 loans to stockholders, liability for 19 OIL OR PIPE LINE COMPANIES: taxation of gross receipts 41 of foreign corporations 43 PARLOR CAR COMPANIES: taxation on gross receipts 41 of foreign corporations 43 PERSON: word includes corporation ^ PERSONAL PROPERTY: corporation may hold or convey 15 stock deemed 17 PLACE OF BUSINESS: certificate to state 13 statement of foreign corporation to state 23 PLEADINGS: alleging incorporation 33 PLEDGE: of stock, right of pledgor to vote 10 liability for corporate debts 19 POLICEMEN: appointment of, for protection of corporate property 29 POWERS: of corporation 14-16 express and implied 16 misuse or non-use, remedies 24 PREFERRED STOCK: corporation may issue 30 dividends guaranteed 30 rights of holders 30 PRESIDENT (See Officers): call of general meetings 9 removal 9 corporation may appoint 16 PROCESS: service of, upon corporations 30 on guaranty and trust companies 30, 31 on foreign corporations, when officer or agent cannot be found 31 failure of corporation to appear 31 PROPERTY: when not to be taken 5 corporation may hold and convey 15 by-laws to regulate management of 16 PURPOSES: for which corporation may be formed 11, 12 certificate to state 33 PROXY: oath of ownership required 10 QUORUM: of board of directors 9 RAILROAD: county not to aid in building 6 taxation on gross receipts 41 INDEX TO MARYLAND. 53 REAL PROPERTY: Page. corporation may hold or convey 15 RECEIVERS: of insolvent corporations, powers 26 corporations voluntarily dissolved 27, 28 SAFE DEPOSIT COMPANIES: taxation of gross receipts 41 SEAL, COMMON: corporation may have 14 SERVICE: of process, person designated by foreign corporation 23 upon corporations 30 upon foreign corporation when officer or agent cannot be found 31 SLEEPING CAR COMPANIES: taxation of gross receipts 41 STATE: credit of, not to be loaned 5 STATEMENT: of condition of corporation, treasurer to make 20 to be exhibited 20 refusal to make, penalty 20 of assets and liabilities, semi-annual ' 21 of foreign corporation, to be recorded 23 STOCK: subject to attachment 7 oath of ownership required, on election 10 when taken by officer of corporation 10 pledged, pledgor owner 10 certificate required to vote 10 by-laws to regulate transfer of 16 forfeiture 16 share entitled to vote 17 installments must be paid 17 deemed personal property 17 not transferable until installments are paid 17 pledgor liable for debts 19 forfeiture for non-payment of subscriptions 19 books to be kept 20 open to inspection 20 value of, established 21 cancellation 21 shares of, subject to execution 28 notice of levy upon 28 statement to be furnished 28 sheriff to schedule 28 sale of, under execution 29 9Q transfer upon sale ~ 30 " '. ' ■ 30 [[,,,..[ 30 owned bv non-residents, where taxed Of) preferred, issue of agreement guaranteeing dividends ^^ rights of holders QQ shares subject to taxation "" 38 situation of, for taxation ^ deduction of valuation of real property ^° valuation bv tax commissioner '" capital, fully paid, of corporations consolidating ^^ amount of. certificate to state 17 subscriptions to, paid in property 54 INDEX TO MARYLAND. STOCK — (Continued): Page. capital, subscriptions to, books to show property 17 directors to demand payment 19 liability of stockholders, until paid 18 payments, how made 18 certificate of full payment J9 increase or decrease of 21 decrease, debts to be paid 21 increase or decrease, meetings, how called 21 conduct of meetings 21 certificate to be recorded 21 by manufacturing corporation 23 bonus on, to be paid to state 35, 36 franchise void until paid 35, 36 penalty for failure to pay 35, 36 STOCKHOLDERS: liability of, of banks 5 call of general meetings 9 removal of directors and president 9 canvass of votes, notice of 9, 10 oath of, to entitle to vote 10 when a corporation 10 election of directors 17 notice of, to be published 17 number of votes 17 liability of, for corporate debts 18 of executors, administrators, etc 19 of pledgors 19 loans to, liability for 19 statement of condition 20 penalty for failure to present 20 books containing names, etc 20 open to inspection 20 increase or decrease of capital stock 21 incorporation of existing corporation 22 voluntary dissolution 26 preferred stock, rights of 30 SUBSCRIPTIONS: to stock, payable in property 17 books to show property 17 liability of stockholders 18 payment, how enforced IS, 19 certificate of payment 19 directors to demand payment 19 forfeiture for non-payment 19 SUCCESSION: corporation to have right of 14 SUE AND BE SUED: corporation may 14 TAXATION: of foreign corporation, laws to regulate 6 real property of corporation 33 money proceeds of sale of stock 33 shares of stock 33 bonds of corporation 33 personal property of corporation, when exempt 34 property sold subject to 34 payment by corporation, how made 34 INDEX TO MARYLAl^D. 55 TAXATION - (Continued) : p^^^ property of corporation having no capital stock 34 bonda of corporation, how assessed 34 return of, to be made to comptroller 34 35 secured by mortgage on property in state 35 bonus on capital stock 35 35 franchise void until paid 35 35 state, proceedings against corporations for failure to pay 35, 36 certificate of comptroller, evidence 36 proceedings, how conducted 36 forfeiture of charter, for failure to pay 36 stock, where situated for 37 real property, how assessed 37 valuation statement 37 duplicate certificates of valuation , 37 deduction of valuation of 38 shares owned by non-residents 38 credit on account of stock, debt of state 38 manufacturing plants in Baltimore 39 valuation of shares by tax commissioner 39 shares valued and assessed to non-resident owners 39 bonds of corporations, where assessed 39, 40 shares owned by nonresidents 38 bonds of foreign corporations 40 on gross receipts of certain corporations 41 statements to be returned 41 duties of ofiicers '. 41 assessment, how made 42 tax commissioner may examine officers 42 neglect to pay 42 enforcement 4- of foreign corporations 43 TELEGRAPH AND TELEPHONE CORPORATIONS: taxation on gross receipts 41 of foreign corporations 43 TITLE INSURANCE COMPANIES: taxation of gross receipts 41 TRANSFER: of stock, installments must be paid ^ ' not affected by execution -° oq on sale under execution TRUST AND GUARANTY COMPANIES: 41 taxation of gross receipts TRUSTEES (See Directors): 19 liability of, as stockholders VACANCY: 17 in office of director VOTES (See Elections): 9 10 canvass of, notice to be given ' oath of right to cast when stock owned by corporation proxies, oath to be taken pledgor, right to cast to be by ballot _ shares entitled to •^ UNIVERSITY OF CALIFORNIA LIBRARY Los Angeles This book is DUE on the last date stamped below. fEB 2 2 ms ^1 Form L9-Series 4939