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a vote of a majority of the stockholders at a regular meeting, the action of any meeting held beyond the limits of this stato shall be void.
Sec. 19. 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, knowing it to be false, shall be jointly and severally liable for all damages arising therefrom.
SEC. 20. No person holding stock in any corporation as executor, administrator, conservator, guardian, or trustee, and to person holding such stock as collateral security, shall be personally subject to any liability as stocklioller of such corporation, but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly, and the estate and funds in the hands of such executor, administrator, conservator, guardian, or trustee shall be liable in like manner and to the same extent as the testator or intestate, or the warıl or person interested in such trust funds would have been if he had been liviug, and had been competent to act, and held the stock in his own name.
SEC. 21. Every executor, administrator, conservator, guardian, or trustee shall represent the stock in his hands at all meetings of any such corporations, and may vote accordingly as a stockholder, and every person who shall pledge bis stock may nevertheless represent the same at all meetings and vote accordingly.
Sec. 22. If any corporation or its authorized agent shall do any act which shall subject it to a forfeiture of its charter or corporate power's, or shall allow any execution or decree of any court of record for a payment of money, after demand waile by the officer, 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 uupaid, suits in equity may be brought against all persons who were stockholders at the tiine, or liable in any way for the debts of the corporation, by joining the corporation in such suit, avd each stockholder may be required to pay such debts or liabilities to the extent of the unpaid portiou of his stock; and courts of eqnity 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 coininanded by the decree of the court.
SEC. 23. Foreign corporations shall, before they are authorized or permitted to do any business in this state, make and tile a certificate, signed by the president and secretary of such corporation, 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, desiguating the principal place where the business of such corporation shall be carried on in this state, and an authorized agent or ayouts in this state, residing at its principal place of business, upon whom process may be served; and such corporations shall be subjected to all the liabilities, restrictious, and duties which are or may be inposed upon corporations of like character organized under the general laws of this state, and shall have no other or greater powers, and no foreign or domestic corporation established or maintained in any way for pecuniary profit of its stocklolders or members shall purchase or hold real estate in this state, except as provided for in this act, and no corporation doing business in this state, incorporated under the laws of any other state, shall be permitted to mortgage, pledge, or otherwiso encumber its real or personal property situ ated in this stato, to the injury or exclusion of any citizen, citizens, or corporations of this state who are 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 otber 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.
SEC. 24. 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 in the office of the secretary of state a copy of their charter of incorporation; or in case such company is incorporated by certificate under any general incorporation law, a copy of such certificate and of such general incorporation law, duly certified and authenticated by the proper authority of such foreign state, kingdom, or territory.
SEC. 25. A failure to comply with the provisions of sections 23 and 24 of this act shall render each and every officer, agent, and stockholder of any such corporation so failing herein jointly and severally personally liable on any and all contracts of such compauy male within this state during the time that such corporation is so in default.
SEC. 26. The several certificates, statutes, and charters mentioned in section twenty-four (24) of this act shall be by the secretary of state filed and preserved in his office as a part of the record thereof, and he shall be entitled to a fee of Afty cents for receiving and filing every such certificate and statute. Copies of such charters, statutes, and certificates, duly certified by the secretary of state under his seal of office, shall be received in all courts of this state as sufficient evidence of the corporate character of such incorporations, and of all their powers, duties, and liabilities, and the originals thereof may in like manuer be used in evidence of these matters with like effect
SEC. 27. Suits may be instituted and prosecuted by and against any corporation formed or recognized. (organized) under this act in the same manner and in like cases as natural persons.
SEC. 28. The certified copy of any articles of incorporation 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.
SEC. 29. Nothing in this act shall be construed to allow the construction of any street railroad, by any corporation formed under the provisions of this act, in any city or town, without the consent of the local authorities thereof.
Sec. 30. In suits against any corporation, summons shall be served in that county where the principal office of the corporation is kept or its principal business carried on, by 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 county, on either the vice-president, secretary, treasurer, cashier, general agent, general superintendent, or stockholder of said corporation, within such time and under such rules as are 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 corporation is kept, or in the county where its principal business is carried on, to serve such process upon, a summons may issue from either one of such counties, directed to the s heriff of any county in this state where any such person may be found, and served with process. If such corporation keeps no principal office in any county, and there is no county in which the principal business of such corporation is carried on, then suit 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.
SEC. 31. 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 secretary, cashier, or treasurer to mako a statement 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 (20) 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 thereafter, a copy of such statement, which shall at all times, during business hours, be exhibited to any stockholder of said corporation demanding an examination thereof; such officer, however, shall not be required to make such statement, in the manner aforesaid, oftener than once in six months.
Seo. 32. 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 a clerk thereof, containing the names of all persons, alphabetically arranged, who are, or shall within one year have been, stockholders of such corporation, and showing their place of residence, the number of shares of stock held by them respectively, and the time when they respectively became the owners of such sbares, 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 day, be open for the inspection of the stockholders and creditors of the company, and their personal representatives, at the office or principal place of business of such company in the county wbere its business operations shall be located; and any and every such stockholder, 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 liable for the debts of the company, according to the provisions of this act, unless it shall liave been entered therein, as required by this section, within sixty days from the date of such transfer, by an entry showing to and froin whom transferred. Such books shall be presumptive evidence of the facts therein stated, in any suit or proceedings against such corporation, or against any one or more stockholders. Every officer or agent of any such company who shall neglect to make any proper entry in such book, or shall refuse or neglect to exhibit the saine, or allow the same to be inspected, and extracts taken therefrom, shall be, as provided by this section, deemed guilty of a misdemeanor, and the corporation shall forfeit and pay to the party injured a penalty of fifty (50) dollars for every such neglect or refusal, and all the damages resulting therefrom.
SEC. 33. The dissolution, for any cause whatever, of corporations created as aforesaid shall not take away or impair any remedy given against sach corporations, its stockholders, or officers for any liabilities incurred previous to its dissolution.
Ditch companics. Sec. 84. Whenever any three or more persons associate, under the provisions of this act, to form a company for the purpose of constructing a ditch, for the purpose of conveying water to any inives, mills, or lands, to be used for mining, milling, or irrigating of lands, they shall in their certificate, in addition to the matters required in section two (2) of this act, specify as follows: The stream or streams from which the water is to be taken; the point or place on said stream at or near which the water is to be taken out; the line of said ditch, as near as may be, and the use to which the said water is intended to be applied.
SEC. 85. Any ditch company formed under the provisions of this act shall have the right of way over the line named in the certificate, and shall also have the right to run the water of the stream or streams named in the certificate through their ditch : Prorided, That the line proposed shall not interfere with any other ditch whose rights are prior to those acquired under this act and by virtue of said certificate, except the right to cross by flume, nor shall the water of any stream be diverted from its original channel to the detriment of any person or persons who may Lare priority of right.
SEC. 86. Any corporation owning any ditch or canal for conveying or reservoir for storing water for irrigating purposes, and the capital stock being fully subscribed and paid up, and when such corporation shall have no incoins sufficient to keep its ditch, canal, or reservoir in good repair, such corporation shall have power to make an assessment on the capital stock thereof, to be levied pro rata on all the sbares of stock, payable in money or labor, or both, for the purpose of keeping the property of such corporation in good repair, and for the payment of any claim against such corporation not otherwise provided for. But no such assessment shall be made unless the question of making such assessment shall first be submitted to the stockholders of such corporation, at an annual meeting, or at a special meeting called for that purpose, and a majority of the stockholders, either in person or by proxy, voting thereon, shall vote in favor of making such assessments, and an action may be maintained to recover any assessment against a delinquent shareholder, as provided in section five (5) of this act.
SEC. 87. Any company constructing a ditch under the provisions of this act shall furnish water to the class of persons using the water in the way named in the certificate, in the way the water is designated to be used, whether miners, mill-men, farmers, or for domestic use, whenever they shall have water in their ditch unsold, and shall at all times give the preference to use of the water in said ditch to the class named in the certificate; the rates at which water shall be furnished to be fixed by the county commissioners as soon as such ditch shall be completed and prepared to furnish water.
SEC. 88. Every ditch company organized under the provisions of this act shall be required to keep their ditch in good condition, so that the water shall not be allowed to escape from the same to the injury of any mining-claim, road, ditch, or otber property; and whenever it is necessary to convey any ditch over, across, or above any lode or mining-claim, or to keep the water so conveyed therefrom, the company shall, if necessary to keep the water of said ditch out or from any claim, flume the ditch so far as necessary to protect such claim or property from the water of said ditch.
Flume companies. SEC. 89. When any company shall organize under the provisions of this act to form a company for the purpose of constructing a flume, their certificate, in addition to the matters required in the second section of this act, shall specify as follows: The place of beginning, the terminus, and the route so near as may be, and the purpose for which such flume is intended, and when organized, according to the provisions of this act, said company shall have the right of way over the line proposed in such certificate for such fume : Provided, It does not couflict with the rights of any former fluming, ditching, or other company.
SEC. 93. Any ore-reducing, mining, or tunneling company, organized under the provisious of this act, sball have the power to acquire, by purchase or otherwise, mining property, and work, inine, tunnel, and develop the same, erect necessary buildings, mills, machinery and appliances, and purchase materials for the proper working thereof, and do any and all things necessary and requisite to carry into effect the objects for which they may be formed, as named in their certificate of organization. The certificate of incorporation of any such company, in addition to the other matters required in this act to be stated therein, shall contain a statement that the stock of such company is either assessable or non-assessable, and each certificate of stock issued by any such company shall have plainly printed on the face thereof the word "assessable” or “non-assessable” as the case may be.
SEC. 94. Any mining company organized under the provisions of this act may, for the purpose of purchasing mining property and providing a capital for carrying on the business of the company, issue full-paid stock in payment of the same, which shall be non-assessable until the balance or whole amount of the capital stock shall have been assessed to the par value thereof and fully paid, after which the stock shall all be equally and ratabiy liable to assessinent for the operations of the company: Provided, however, Any company may issue all its stock, assessable or non-assessable, but no company shall issue both assessable and non-assessable stock, except as provided in this section.
Sec. 95. The board of directors of any such company may make assessments upon the assessable stock of the company, but no single assessment shall exceed five (5) per cent. on the par value of said stock, and no such assessment shall be levied oftener than once in three (3) months. When the board of directors shall deem it necessary that assessments be made as aforesaid, they shall call a meeting of the stockholders, to be held at the principal office of the company, not less than thirty (30) days from the publication of such call; notice of such meeting shall be signed by the president or secretary of the company, and shall state the object of such inceting, and the time and place where the same will be held, and the same shall be published in some newspaper in the county where the operations of such company are carried on, if there be one, once each week for four (4) consecutive weeks, and also in some daily paper of general circulation at the place where the principal office of said compauy is located, if there be one, each day for thirty (30) days; the last publication to be at least ten (10) days before tuo timo appointed for such meeting, and if there be no daily paper in the place where the principal office of the company is located, then the same shall be published in a weekly paper, if there be one, once each week for four consecutivo weeks before the time for such meeting, and notice shall be personally served upon each stockholder, or, in lieu of personal service, notice of such meeting shall be inailed to each stockholder at his last known place of residence; and if at such meeting the stockholders representing a majority of the stock shall vote in favor thereof, the directors or trustees shall make the assessments: Provided, That no assessment or assessments so authorized, or any part thereof, as provided for in this section, shall be due and payable in less than thirty (30) days from the dato of such assessment.
Sec. 96. If any assessment made as herein before provided, or any part thereof, shall remain due and unpaid for fifteen (15) days after the same shall be due, interest inay be charged thereafter upon the amount due, the shares of stock on which the same is due may be considered delinquent and in default, and the secretary of the company may advertise such shares for sale at public auction, to the highest bidder for cash, by giving notice of such sale in some daily newspaper published at the place where the principal office of the company is located, if there is a daily paper published at such place, for ten (10) consecutive days, and if there be no daily paper, then in a weekly newspaper for two (2) weeks; said notice shall contain the numbers of the certificates of such stock, the number of shares, the amount of the assessment due and unpaid, and the time and place of sale; and in addition to the publication of the notico aforesaid, notice shall be personally served upon such delinquent stockholder in the manner as provided in section ninety-five (95) of this act, for personal notice to stockholders; and if the owner or owners of soch stock shall fail to pay the amount due upon such shares, the interest upon the same, and cost of advertising, before the time fixed for such sale, the secretary shall proceed to sell the same, or such part thereof as shall be necessary to pay such assessment together with the interest and cost of advertising: Provided, That no fraction of a share shall be sold, and if the price for which the necessary share or shares shall be sold exceed the amount due with interest and cost, such excess shall be paid to the delinquent stockholder: And provided further, That no sale of delinquent stock shall take place in less than sixty (60days from the date the assessment was made.
Sec. 97. The stock, property, and concerns of any company organized under the provisions of this act shall be mauaged by not less than three (3) nor more than nine (9) directors, who shall respectively be stockholders in said company, and who shall, except the first year, be annually 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 elections shall be published, not less than ten (10) days previous thereto, in a newspaper published in the placo where the principal ofice of the company is located, if there be such a newspaper, and if not, by personal notice, as provided in section ninety-five (95) of this act; and the election shall be had by such of the stockholders as shall attend for that purpose, either in person or by proxy: Provided, A majority of the stock be represented. All elections shall be by ballot, and cach stockholder shall be entitled to as many votes as he holds shares of stock in said company, and the persous receiving the greatest number of the votes cast shall be elected.
SEC. 98. Any ore-relucing, mining, or tunneling companies inay consolidate under one organization, having all the rights and privileges of this act and amenable to all its liabilities, by complying with all its requirements hereinafter provided.
CHAP. LXVII.-MISCELLANEOUS LAWS.
AN ACT to cuable countics to provido water for mining, milling, irrigatiog, doinestic, and fire purposes. (Soss. Laws, 1874, p. 193; Gen.
Laws, p. 638.) SECTION 1. It shall be lawful for the board of commissioners of any county in this state to subscribe to the capital stock of any incorporated company organized under the laws of the state, for the purpose of constructing ditebes, flumes, or other works for the supply of such county with water for mining, milling, irrigating, and domestic and fire purposes, such subscription to be paid by the issue of the bonds of said county, as hereinafter provided.
Sec. 2. Whenever any such incorporated company shall solicit the aid of such county by subscription to its capital stock, it shall submit to the board of county commissioners a statement in writing, to be filed in the office of the county clerk of such county, setting forth the source from which water is to be obtained and the proposed capacity of the ditch, flume, or pipes by wbich the water is to be brought, together with the number and size of the reservoirs to be constructed, and the route, as near as practicable, over which the same is to be brought, the estimated cost of the said works when completed, and the rates at which they agree to furnish water for the purposes above set forth, for the first three years after the same is in operation. Such statement shall also be accompanied with a petition of at least fifty legal voters of said county who shall have paid taxes on property, real or personal, in said counts during the year preceding that in which such petition is drawn, requesting said board to call an election in said county upon the question of the issue of the bonds of such county in aid of said company, in payment of the proposed subscription to the capital stock of said.company. Upon the receipt of such statement and petition the said board of county commissioners shall thereupon, within ten days thereafter, call a special election upon such question, and enteran order on their journal therefor. Such election shall be upon notice, published in some newspaper published in said county for at least three weeks before the day named therein upon which the vote shall be taken, or if there is no newspaper published in such county, then by putting notices at the usual place of voting in the different precincts of said county for the same period. Said notice shall contain the statement of the said company as above prescribed, together with the terms and conditions upon which such stock is to be subscribed and the bonds issued, and any other matters necessary to a fair, impartial, and intelligent expression of the will of the voters of such county upon the question submitted, which question shall be as to the subscription to the capital stock of said company and the issuance of the bonds of said county in payment thereof. Such notice shall also state the time which such bonds shall run, the rate of interest they shall bear, and the manner in which they shall be paid.
SEC. 3. If a two-thirds majority of all votes cast at such election shall be in favor of the subscription to said stock and the issuance of such bonds, it shall be the duty of the said board of county commissioners to subscribe said stock and issue said bonds of said county, and to exchange the same at the par value for the stock of said company at its par value: Provided, That no bonds shall be issued bearing interest at a rate exceeding ten per cent. per annum: And provided further, That no bonds shall be issued, due and payable until fifteen years after the date thereof, except at the option of the said board of county commissioners of such county, after five years from date thereof.
SEC. 4. The board of county commissioners of any such county shall have power to levy a special tax, to be paid in cash, of not to exceed three mills on each and every dollar of property assessed and liable to taxation in such county cach year, for the payment of the interest annually on such bonds, and at the end of five years it shall be the duty of such board to levy a tax not exceeding five mills on the assessed value of the property in said county, for each and every year, for the payment of the interest and principal of said bonds, and all moners applicable to the payment of the principal of said bonds shall be applied to the payment thereof by the sail ward at the end of the fiscal year of such county: Provided, That the amount so levieil each year shall be an amount sufficient at such rates to pay the amount of said bonds at maturity.
Sec. 5. No incorporated company, to wliose stock any county has subscribed, shall make any discriminating rates against or in favor of any person or corporation, or charge one person or corporation more for a giren amount of water for a given purpose thau another, except that in cases where a small quantity of water only is required it shall be lawful for the company to make such charges as may be just and reasonable, without regard to the rates fixed for other purposes and in larger amounts.
SEC. 6. It shall be lawful, at any time after three years from the date of any bonds issued uuder the provisions of this act, for the board of county commissioners of any county to exchange the stock so held and subscribed by said county for the bonds of the said county, such stock to be exchanged at its par value and such bonds taken at their
SEC: 7. The amount of bonds issued by auy county under the provisions of this act shall in vo case esceed four per cent. of the assessed value of the property situate in said county for the year preceding that in which such bonds are voted.
SEC. 8. The provisions of this act shall not apply to Arapahoe county.
AN ACT to facilitate the recovery of ore, taken by theft or trespass, to regulate the sale and disposition of the same, and for the better
protection of mine owners. (Approved February 7, 1877; Gen. Lama, p. 671.) SECTION 1. That every person, association, or corporation that shall be engaged in the business of milliog, sampling, concentrating, reducing, shipping, or purchasing ores in the state of Colorado shall keep and preserve a book in which shall be entered at the time of the delivery of each lot of ore:
First. The name of the party on whose behalf such ore is delivered, as stated.
Second. The name of the teamster, packer, or other persons actually delivering such ore, and the name of the owner of the team or pack-train delivering such ore.
Third. The weight or amount of every such lot of ore.
Fourth. The name and location of the mine or claim from which it shall be stated that the same bas been mined or procured.
Fifth. The date of delivery of any and all lots or parcels of ore.
SEC. 2. Whenever affidavit shall have been made before any police magistrate of any town in this state or any justice of the peace of any county, by any person, that ore has been stolen from him, stating as near as may be the amount and value of the ore stolen, such person, upon presentation of a certified copy of such affidavit, sball bave access to such book, and may examine the entries which may liave been made therein during a period of fifteen days next preceding the filing of such affidavit: Provided, That the person making such affidavit shall, at the time of making the same, have a present interest in the product of the mine or claim from which said ore has been stolen, or in the ore alleged to have been stolen.