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R. S. D. C., 533.
appointed, and a certificate of their appointment or election shall be made, verified, filed, and recorded as provided herein before.
Sec. 592. A failure to elect or appoint trustees at the proper time shall not work a dissolution of the society or congregation; but the trustees last elected or appointed shall be considered as in office until another election or appointment shall take place.
Sec. 593. CORPORATE POWERS. Such trustees and their successors shall have perpetual succession and existence, and shall be capable in law to sue and be sued, plead and be impleaded, answer and be answered unto, defend and be defended, in all courts of law or equity whatsoever, in and by the name and style assumed as hereinbefore provided.
Sec. 594. TITLE VESTED IN TRUSTEES.-The title to land authorized to be purchased and to buildings and improvements thereon shall be vested in the trustees by their assumed name and their successors forever, and the same shall be held for the uses and purposes named and no other.
Sec. 595. PoWERS OF TRUSTEES.-The trustees shall have power, under the direction of the society or congregation, or the authority by whom they were elected or appointed, to sell and execute deeds and conveyances of the property authorized to be held by the society or congregation; and such deeds or conveyances shall have the same effect as like deeds or conveyances made by natural persons; but no deed or conveyance shall be made so as to defeat or destroy the interest or effect of any grant, donation, or bequest, and all grants, donations, and bequests shall be appropriated and used as directed by the person making the same.
Sec. 596. MORTGAGES.-The trustees shall have power, under the direction of the society or congregation, or the authority by whom they were elected or appointed, to execute mortgages, or deeds of trust in the nature of mortgages, upon the estate and property which any society or congregation are authorized to hold, or to lease the same for a term not exceeding ten years; and such mortgages, deeds, and conveyances shall have the same effect and be enforced by the same remedies and proceedings as like mortgages, deeds, leases, and conveyances made by natural persons.
Sec. 597. DISSOLUTION.-Upon the dissolution of any society or congregation the estate and property of such society or congregation shall revert back to the persons, their heirs, and assigns who may have given or contrib uted to the purchase or of payment for the same, according to their respective rights.
Sec. 598. RELIGIOUS SCHOOLS.-The provisions of the eleven preceding sections are intended to extend to members of societies formed to establish and maintain private schools for religious purposes, but shall not be construed as conferring privileges or any benefits to such societies under the school laws of the District.
Subchapter III.-SOCIETIES, BENEVOLENT, EDUCATIONAL, AND
Sec. 599. CERTIFICATE.-Any three or more persons of full age, citizens of the United States, a majority of whom shall be citizens of the District, who desire to associate themselves for benevolent, charitable, educational, literary, musical, scientific, religious, or missionary purposes, including societies formed for mutual improvement or for the promotion of the arts, may make, sign, and acknowledge, before any officer authorized to take acknowledgment of deeds in the District, and file in the office of the recorder of deeds, to be recorded by him, a certificate in writing, in which shall be stated
First. The name or title by which such society shall be be known in law.
Second. The term for which it is organized, which may be perpetual.
Third. The particular business and objects of the society.
Fourth. The number of its trustees, directors, or managers for the first year of its existence.
Sec. 600. SIGNERS INCORPORATED.-Upon filing their certificates the persons who shall have signed and acknowledged the same and their associates and successors shall be a body politic and corporate, by the name stated in such certificate; and by that name they and their successors may have and use a common seal, and may alter and change the same at pleasure, and may make by-laws and elect officers and agents, and may take, receive, hold, and convey real and personal estate necessary for the purposes of the society as stated in their certificate, and other real and personal property the clear annual income from which shall not exceed in value twenty-five thousand dollars: Provided, however, That this section shall not be construed to exempt any property from taxation in addition to that now specifically exempted by law.
Sec. 601. TRUSTEES.--Such incorporated society may elect its trustees, directors, or managers at such time and place and in such manner as may be specified in its bylaws, who shall have the control and management of the affairs and funds of the society, and a majority of whom shall be a quorum for the transaction of business; and whenever any vacancy shall happen in such board of trustees, directors, or managers the vacancies shall be filled in such manner as shall be provided by the by-laws of the society.
Sec. 602. Any existing benevolent, charitable, educational, musical, literary, scientific, religious, or missionary corporation incorporated under the provisions of this Act, including societies formed for mutual improvement, may reincorporate or may continue the term of its existence beyond the time specified in its original certificate of in
R. S. D. C., 545, etc.; Comp. Stat., 124.
corporation, or by law, or in any certificate of continuance of corporate existence, or may change its name by the written consent of two-thirds of its trustees or directors or other governing board, which consent in the case of a stock corporation shall be accompanied by the written consent of the owners of two-thirds of the capital stock of the corporation. A certificate that such consent or consents have been duly given, containing the original name and the new name of the corporation, if the same has been changed, and the term of corporate existence as continued shall be subscribed and acknowledged by the president or vice-president and by the secretary or assistant secretary of such corporation, and shall be filed with such consent or consents in the office of the recorder of deeds, to be recorded by him. Upon the filing of such certificate all the rights, powers, property, and effects of such existing corporation subject to existing liabilities shall vest in and belong to the corporation so reincorporated, continued, or renamed. Act approved, March 3, 1905 (33 Stat., Part I, p. 1012).
[Sec. 602. REINCORPORATION.-The trustees, directors, or stockholders of any existing benevolent, charitable, educational, musical, literary, scientific, religious, or missionary corporation, including societies formed for mutual improvement, may, by conforming to the requirements herein, reincorporate themselves, or continue their existing corporate powers under this subchapter, or may change their name, stating in their certificate the original name of such corporation as well as their new name assumed; and all the property and effects of such existing corporation shall vest in and belong to the corporation so, reincorporated or continued.]
Sec. 603. PROPERTY, HOW MANAGED.-Any property of the corporation may be leased, encumbered by mortgage or deed of trust in the nature of a mortgage, or sold and conveyed absolutely, when authorized by a vote of the majority of the shares of stock, if the same be a stock corporation, or by a vote of the majority of the directors, managers, or trustees, if the same be not a stock corporation, at a meeting called for the purpose, the proceedings of which meeting shall be duly entered in the records of the corporation, and the proceeds arising therefrom shall be applied or invested for the use and benefit of such corporation.
Sec. 604. NAME OF CORPORATION. The provisions of this [sub] chapter shall not extend or apply to any corporation, association, or individual who shall in the certificate filed with the recorder of deeds use or specify a name or style the same as that of any other incorporated body in the District.
Subchapter IV.—MANUFACTURING, AGRICULTURAL, MINING,
24 D. C. App., 487;
Sec. 605. CERTIFICATE.-Any three or more persons Dancey v. Clark, who desire to form a company for the purpose of carrying R. S. D C., 553; on any enterprise or business which may be lawfully con- Comp. Stat., 126. ducted by an individual, excepting banks of circulation or discount, corporations to buy, sell, or deal with real property, railroads, and such other enterprise or business as may be otherwise specially provided for in this code, may make, sign, and acknowledge, before some officer competent to take the acknowledgment of deeds, and file in the office of the recorder of deeds, a certificate in writing: Provided, That nothing herein contained shall be held to authorize the organization of corporations to buy, sell, or deal in real estate, except corporations to transact the business ordinarily carried on by real-estate agents or brokers. (32 Stat., Part I, p. 533).
Sec. 606. In such certificate shall be stated
First. The corporate name of the company and the object for which it is formed.
Second. The term of its existence, which may be perpetual.
Third. The amount of the capital stock of the company and the number of shares of which said stock shall consist.
Fourth. The number of trustees who shall manage the concerns of the company for the first year and their
Fifth. The name of the place in the District in which the operations of the company are to be carried on.
Sec. 607. SIGNERS INCORPORATED.-When the certificate shall have been filed, in accordance with the provisions of the preceding section, the persons who shall have signed and acknowledged the same and their successors shall be a body politic and corporate in fact and in name, by the name stated in such certificate, and by that name have succession and be capable of suing and being sued in any court of law or equity in the District; and they and their successors may have a common seal and make and alter the same at pleasure and they shall by their corporate name be capable in law of purchasing, holding, and conveying any real or personal estate whatever which may be necessary to enable the company to carry on its operations named in such certificates, but shall not mortgage such estate or give any lien thereon, except in pursuance of a vote of the stockholders of the company.
Dancy v. Clark, 24 D. C. App., 487; R. S. D. C., 553;
Comp. Stat., 126.
24 D. C. App.,
Sec. 608. TRUSTEES.-The stock, property, and con- 487; R. 8. D. C., cerns of such company shall be managed by not less than 555. three nor more than fifteen trustees, who shall, respectively, be stockholders, and a majority citizens of the
1 For interpretation see footnote, chap. 18.
Conroy . Unknown heirs, 34
S. D. C., 556.
District, and shall, except for the first year, be annually elected by the stockholders, at such time and place as shall be determined by the by-laws of the company.
Sec. 609. ELECTIONS.-Public notice of the time and L. R., 518; 17 D. place of holding such election shall be published not less C.App., 144; R. than thirty days previous thereto in some newspaper printed and published in the District, and the election shall be made by such of the stockholders as shall attend for that purpose, either in person or by proxy. All the elections shall be by ballot, and each stockholder shall be entitled to as many votes as he owns shares of stock in the company, and the persons receiving the greatest number of votes shall be trustees; and when any vacancy shall happen among the trustees it shall be filled for the remainder of the year in such manner as may be provided by the by-laws of the company.
R. S. D. C., 557. Sec. 610. In case it shall happen at any time that an election of trustees shall not be made on the day designated by the by-laws of said company when it ought to have been made, the company shall not for that reason be dissolved, but it shall be lawful on any other day to hold an election for trustees, in such manner as shall be provided by the by-laws, and all acts of trustees shall be valid and binding as against said company until their successors shall be elected.
Dancy v. Clark, 24 D. C., 487;
2 D. C. App., 137;
R. S. D. C., 559.
Sec. 611. OFFICERS.-There shall be a president of the company, who shall be designated from the trustees; and also such subordinate officers as may be elected or appointed, and who may be required to give security for the faithful performance of the duties of their office, as the company by its by-laws may require.
Sec. 612. BY-LAWS. The trustees shall have power to Scanlon v. Snow, make such prudential by-laws as they deem proper for 28 L. R., 187; 17 the management and disposal of the stock and business D. C. App., 144; affairs of such company, not inconsistent with the laws of the District and the Constitution of the United States, and prescribing the duties of officers, artificers, and servants that may be employed, for the appointment of all officers, and for carrying on all kinds of business within the objects and purposes of such company.
Secs. 609, 612.
Sec. 613. CALLS.-No company incorporated under this subchapter shall be authorized to transact any business until ten per centum of the capital stock shall have been actually paid in, either in money or in property at its actual value; and it shall be lawful for the trustees to call in and demand from the stockholders the residue of their subscriptions in money or property at such times and in such installments as the trustees shall deem proper, under the penalty of forfeiting the shares of stock subscribed for and all previous payments made thereon, if payment shall not be made by the stockholder within sixty days after a personal demand or a notice requiring such payment shall have been published for six successive weeks in a newspaper in the District.